Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2015~~2016

¨☐ 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: 0-19220

Inland Land Appreciation Fund II, L.P.

(Exact name of registrant as specified in its charter)


Delaware		36-3664407
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2901 Butterfield Road, Oak Brook, IL 60523

(Address of principal executive offices)(Zip Code)

630-218-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:		Name of each exchange on which registered:
None		None

Securities registered pursuant to Section 12(g) of the Act:

Limited Partnership Units

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨☐ No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨☐ No x☒

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 ¨☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x☒ No ¨☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ (Do not check if a smaller reporting company) Smaller reporting company x☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

The registrant’s common equity is not publicly traded and therefore has no market value.

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

TABLE OF CONTENTS

		Page
	Part I
Item 1.	Business		3
Item 1(A).	Risk Factors		4
Item 1(B).	Unresolved Staff Comments		6
Item 2.	Investment Properties		7
Item 3.	Legal Proceedings		11
Item 4.	Mine Safety Disclosures		11
	Part II
Item 5.	Market for Partnership’s Limited Partnership Units, Related Security Holder Matters and Partnership Purchases of Limited Partnership Units		12
Item 6.	Selected Financial Data		12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 7(A).	Quantitative and Qualitative Disclosures About Market Risk		1817
Item 8.	Financial Statements and Supplementary Data		1918
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		3130
Item 9(A).	Controls and Procedures		3130
Item 9(B).	Other Information		3130
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance		3231
Item 11.	Executive Compensation		3635
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		3736
Item 13.	Certain Relationships and Related Transactions		37
Item 14.	Principal Accounting Fees and Services		3837
	Part IV
Item 15.	Exhibits and Financial Statement Schedules		3938
	SIGNATURES		40
Item 16.	Form 10-K Summary		38
	SIGNATURES		39

-2-

PART I

Item 1. Business

Inland Land Appreciation Fund II, L.P. (the “Partnership”) was formed on June 28, 1989 to invest in undeveloped land on an all-cash basis and realize appreciation of such land upon resale. On October 25, 1989, we commenced an offering of 30,000 (subject to an increase to 60,000) limited partnership units, or units, at $1,000 per unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. On October 24, 1991, we terminated our offering of units, after we sold 50,476.17 units, at $1,000 per unit, resulting in $50,476,170 in gross offering proceeds, not including our general partner’s capital contribution of $500. All of the holders of our units were admitted to our Partnership. Inland Real Estate Investment Corporation is our general partner. Our limited partners share in their portion of benefits of ownership of our real property investments according to the number of units held. Through December 31, ~~2015~~2016, we had repurchased a total of 408.65 units for $383,822 from various limited partners through the unit repurchase program.

We purchased on an all-cash basis, twenty-seven parcels of undeveloped land and two buildings and are engaged in the rezoning and resale of the parcels. On September 16, 2002, we completed a tax-deferred exchange of Parcels 9 and 12 for 50 acres in Kendall County (Parcel 28). All of the investments were made in the Chicago metropolitan area. The anticipated holding period of the land was approximately two to seven years from the completion of the land portfolio acquisitions. As a result of the lengthy rezoning and entitlement processes and the no growth mentality of the municipalities where the land is located, ~~as well as the depressed real estate market,~~ our holding period has exceeded our original estimates. Through December 31, ~~2015~~2016, we have had multiple sales transactions, disposing of approximately 34,~~986~~486 acres of the approximately 4,530 acres originally owned. We will continue to own the remaining acres ~~comprising~~of ~~Parcels~~Parcel ~~8 and~~ 20 in ~~Kane and~~ Kendall ~~Counties~~County, Illinois until such time as we receive a reasonable and acceptable offer which the general partner deems to be reflective of the market for the land within that area.

We are engaged in the business of real estate investment which management considers being a single operating segment. A presentation of information about operating segments would not be material to an understanding of our business taken as a whole.

During the year ended December 31, ~~2015~~2016, we had notwo land sales. ~~During~~On April 15, 2016, the ~~year~~Partnership ~~ended~~sold ~~December~~the remaining acreage of Parcel 8, resulting in net sales proceeds of $1,614,552. On November 3117, ~~2014~~2016, wethe Partnership sold the farmland portion of Parcel 420, resulting in net sales proceeds of $32,~~872~~084,~~152~~246. ~~and~~There awere ~~gain~~two ondistributions ~~sale~~ of net sales proceeds during 2016 totaling $13,~~812~~553,~~539~~189. During the year ended December 31, 2015, we had no land sales. Net sales proceeds, including previously undistributed net sales proceeds, will be used to fund our operations including land improvements and land use activities. We will evaluate our cash needs during the upcoming year to determine any future distributions.

We continue to closely monitor the real estate market trends, especially within the ~~areas~~ area where our remaining ~~parcels~~parcel ~~are~~is located. WeOver the years, we have seen modest improvements in the residential real estate market including the completion of stalled residential communities with national homebuilders. There have been farm parcel sales in surrounding communities from both speculators looking to hold land until the market fully rebounds as well as farmers looking to increase their farming businesses. We believe we have taken the steps necessary to reduce costs and maintain sufficient reserves of cash and cash equivalents to cover all our costs for an extended period of time as we continue to market the remaining ~~parcels~~parcel for sale. ~~During~~Our ~~2015~~remaining weparcel ~~had~~is ~~farm~~not ~~leases~~encumbered by debt and is located in ~~place~~an ~~which~~area ~~generated~~that ~~sufficient~~we ~~income~~believe tois ~~cover~~in the ~~costs~~path of future development. During the first quarter of 2016, ~~insurance~~management ~~expense~~formally ~~and~~changed ~~real~~its ~~estate~~intent ~~taxes.~~from ~~Our~~holding the remaining ~~land~~parcels isfor ~~not~~an ~~encumbered~~indefinite byperiod ~~debt~~of ~~and~~time isto ~~located~~attempting to sell the parcels in ~~areas~~the ~~that~~next year, if possible. On January 10, 2017, we ~~believe~~entered ~~are~~into ina contract to sell the approximately ~~paths~~30 acres of ~~future~~land ~~development~~zoned for multifamily use. As ~~such,~~The contract is subject to the ~~Partnership~~buyer ~~operated~~obtaining ~~during~~certain ~~2015~~municipal ~~with~~approvals. Provided the ~~intent~~buyer performs pursuant to ~~hold~~the onterms to of the ~~remaining~~contract ~~parcels~~and the municipal approvals are obtained, the sale is not expected to occur until ~~such~~at ~~time~~least asthe ~~reasonable~~third ~~and~~quarter ~~acceptable~~of ~~offers~~2017. ~~were~~Marketing ~~received~~of the remaining acres continues.

We had no employees during ~~2015~~2016. Accordingly, we hired no compensation consultants.

Our general partner and its affiliates provide services to us. Our general partner and its affiliates are reimbursed for salaries and expenses of employees of the general partner and its affiliates relating to the administration of the Partnership. An affiliate of the general partner performs marketing and advertising services for us and is reimbursed for direct costs. An affiliate of the general partner performs land improvements, rezoning, annexation and other activities to prepare our parcels for sale and is reimbursed for salaries and direct costs.

-3-

An affiliate of the general partner performs land improvements, rezoning, annexation and other activities to prepare our parcels for sale and is reimbursed for salaries and direct costs.

Access to Our Information

We electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (SEC). The public may read and copy any of the reports that are filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800)-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.

We make available, free of charge, by responding to requests addressed to our Investor Services department, the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports. These reports are available as soon as reasonably practical after such material is electronically filed or furnished to the SEC.

Limited partners wishing to communicate with our general partner can do so by writing to the attention of the general partner in care of our Partnership at 2901 Butterfield Road, Oak Brook, IL 60523.

Item 1(A). Risk Factors

Real Estate Market

The slowly improving real estate market continues to impact new construction sales activity, especially sales of vacant land within ~~Kane and~~ Kendall ~~Counties~~County where the Partnership’s remaining land is located. Builders and developers today are less likely to build speculatively and are approaching new developments with caution. Any negative changes to the financial markets, real estate markets and employment numbers can have an impact on additional land sales which could result in an even longer holding period than previously estimated.

Pre-Development Stage Land

The net proceeds of the offering were invested in pre-development stage land. An investment in such land involves a number of potential risks, which include the following:

Dependence on Governmental Zoning and Fiscal Policies. We conduct rezoning and pre-development activities with respect to our land investments. Rezoning may only be effected by appropriate city, county and/or other local authorities. There can be no assurance that our efforts to cause these authorities to change the zoning classification(s) which apply to athe ~~given~~ parcel of land owned by the Partnership will be successful. Sometimes local residents oppose our efforts. Sometimes local authorities require us to spend funds to facilitate future development of the land as a condition of rezoning or to continue a special land use or to satisfy performance bonds required by municipalities for developments. There can be no assurance that we will have sufficient funds to accomplish the required changes or that they can be accomplished in a timely fashion.

Restricted or Limited Access to Utilities and Roadways. The value of our land will be affected by ease of access to utilities and transportation. If public utility providers are not located in sufficient proximity to athe parcel owned by the Partnership, the cost of arranging for such utility access may be prohibitive to the Partnership or a potential purchaser of the parcel, thereby reducing the value of the parcel. Delays and/or postponements in the construction of roads in areas by our ~~parcels~~parcel likely would adversely affect the value of our ~~parcels~~parcel.

Environmental Risks. Federal and state environmental laws can impose substantial liability on owners of real estate without regard to fault, even when other parties are or were responsible for the environmental impairment. Environmental liabilities could cause us to incur significant expenses, including (but not limited to) the obligation to remedy or clean up hazardous substances (such as pesticides commonly used on farmland) or other pollutants, regardless of fault. Such liabilities could require us to dispose of a property at a loss, which could be substantial.

In addition, the value of our land is affected by the drainage pattern of such land and the surrounding area, the susceptibility of such land to flooding and the possibility that such land might be classified as “wetlands” by a government agency, thereby inhibiting or precluding development of the parcel.

-4-

~~Nature~~In ofaddition, ~~Farm Leases and Limited Current Income. With~~ the ~~exception~~value of ~~limited~~our ~~amounts of cash which may be generated from leasing~~ land asis ~~farmland~~affected orby ~~for~~the ~~other~~drainage ~~revenue-producing~~pattern ~~activities,~~of ~~pre-development~~such land ~~does~~and ~~not~~the ~~generate~~surrounding ~~current income. Nevertheless~~area, ~~we incur ongoing expenses in connection with~~ the susceptibility ~~ownership~~ of such land ~~(for~~to ~~example,~~flooding ~~real estate taxes~~ and ~~insurance). At~~ the ~~same~~possibility ~~time,~~that ~~our~~such ~~farm~~land ~~rental~~might ~~revenue~~be isclassified ~~subject to a farm tenant’s ability to pay the contracted rent, which depends on circumstances such~~ as ~~fluctuations~~“wetlands” inby ~~commodity~~a ~~prices,~~government ~~bad weather~~agency, ~~competition~~thereby ~~from other~~inhibiting ~~producers,~~or ~~changes~~precluding indevelopment ~~government~~of ~~farm~~the ~~policy (including price supports), pests and crop diseases~~parcel.

~~Lack~~Limited ofCurrent ~~Geographic Diversification~~Income. ~~Both of~~With ~~our~~the ~~remaining~~exception ~~land~~of ~~investments~~limited ~~are~~amounts ~~located~~of incash ~~Kane~~which ~~and~~may ~~Kendall~~be ~~Counties,~~generated ~~Illinois,~~from ~~near~~certain ~~the~~revenue-producing ~~Chicago~~activities, ~~metropolitan~~pre-development ~~area.~~land ~~The~~does ~~success~~not ofgenerate ~~the~~current ~~Partnership~~income. ~~will~~Nevertheless, ~~therefore,~~we ~~depend~~incur toongoing aexpenses ~~great~~in ~~extent~~connection ~~upon~~with the ~~rate~~ownership ~~and~~of ~~amount~~such ofland ~~economic~~(for ~~growth~~example, inreal ~~the Chicago~~estate ~~metropolitan~~taxes ~~area~~and insurance).

Lack of Geographic Diversification. Our remaining land investment is located in Kendall County, Illinois, near the Chicago metropolitan area. The success of the Partnership will, therefore, depend to a great extent upon the rate and amount of economic growth in the Chicago metropolitan area.

Litigation. We are a defendant from time to time in lawsuits relating to our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such litigation. An unfavorable outcome could negatively impact our cash flow, financial condition and results of operations.

Partnership-Related Risks

Risk of Installment Sale. We may sell our land ~~parcels~~parcel on an installment basis (which means that the sale price will be received in installments during the term of the agreement). In the event we find it necessary or desirable to provide such financing upon the ~~resale~~ resale of our ~~parcels~~parcel, a liquidation of the Partnership may be delayed beyond the time of disposition of the ~~parcels~~parcel until any such loans are repaid or otherwise liquidated. In the event of a default on an installment sale, we may be forced to reacquire a property.

No Market for Units. Our units are subject to certain restrictions on transferability. As a result of these restrictions, no public trading market is likely to develop for these securities, nor is one intended to develop. Purchasers of units may not, therefore, be able to liquidate their investment, and units may not be readily acceptable as collateral for a loan.

Transfer Limit. In accordance with Article XVI Section 16.1 of the Inland Land Appreciation Fund II, L.P. Partnership Agreement and Treasury Regulation Section 1.7704-1(j), we did not reach the maximum threshold of limited partnership units that may be transferred/assigned directly between parties during ~~2015~~2016. For the benefit of interested limited partners, we have a relationship with a “qualified matching service” as defined under Treasury Regulation Section 1.7704-1(g). In accordance with this Treasury Regulation and the IRS private letter ruling obtained by the “qualified matching service,” we understand that limited partnership units may be transferred or assigned through the “qualified matching service” up to a separate maximum threshold each taxable year (in addition to the maximum threshold that may be transferred or assigned directly between parties under our partnership agreement and Treasury Regulation Section 1.7704-1(j)). However, there can be no assurance that the IRS private letter ruling will apply to transfers of our units, or that any particular transfer will not violate the transfer restrictions contained in the partnership agreement or the provisions of Treasury Regulation Section 1.7704-1(g). If you have any interest in participating in a transfer/assignment of partnership units through this “qualified matching service”, please contact ~~American~~Central ~~Partnership~~Trade ~~Board~~and Transfer directly at ~~800~~877-~~736~~704-~~9797~~6737. You are strongly encouraged to consult your personal legal, financial and tax advisors in connection with any such transfer/assignment.

Conflicts of Interest. We may be subject to various conflicts of interest arising out of our relationship with our general partner and its affiliates. If the general partner or its affiliates breach their fiduciary obligations to us, or do not resolve these conflicts of interest to our benefit, we could suffer consequences which we might not otherwise be subject to if such conflicts of interest did not exist.

-5-

Federal Income Tax Aspects

Potential Receipt of UBTI. The incurrence of debt in connection with our pre-development and/or sales activities could cause the gain on the sale of ~~parcels~~ our parcel to constitute unrelated business taxable income (“UBTI”) and affect limited partners that are tax-exempt entities.

Tax liabilities may be greater than cash distributions. Each limited partner will be required to report the limited partner’s allocable share of our taxable net income on the limited partner’s personal tax return, regardless of whether the limited partner has received any cash distributions from us. Thus, limited partners may incur taxes associated with their proportional share of our net income even though we have not distributed cash to pay the taxes.

Item 1(B). Unresolved Staff Comments

Not applicable.

-6-

Item 2. Investment Properties

We acquired fee ownership of the following real property investments. The following table summarizes the detail activity of all the parcels owned by the Partnership from the purchase date through the year ended December 31, ~~2015~~2016.

Investment properties activity:

			GrossAcres			Purchase/		Initial Costs						CostsCapitalized				TotalRemainingCosts of
			Gross Acres			Purchase/		Initial Costs						CostsCapitalized				TotalRemainingCosts of
Parcel		Illinois	Purchased			Sales		Original		Acquisition		Total		Subsequent to		Costs of Property		Parcels at
#		County	(Sold)			Date		Costs		Costs		Costs		Acquisition		Sold/Impaired		12/31/152016
	1	McHenry		372.7590			04/25/90	$	2,114,295		114,070		2,228,365		630,703		2,859,068		0
				(372.7590	)		02/23/04
	2	Kendall		41.1180			07/06/90		549,639		43,889		593,528		75,199		668,727		0
				(3.4730	)		08/29/03
				(37.6450	)		02/17/05
	3/27	Kendall		120.8170			11/06/90		2,591,268		156,709		2,747,977		9,880,850		12,628,827		0
				83.5250			03/11/93
				(3.3900	)		05/17/05
				(31.0000	)		07/14/05
				(74.7000	)		Var 2006
				(36.8500	)		Var 2007
				(6.6000	)		Var 2008
				(36.1262	)		Var 2009
				(1.7230	)		06/25/10
				(3.1200	)		12/28/10
				(10.8328	)		06/10/13
	4	Kendall		299.0250			06/28/91		1,442,059		77,804		1,519,863		539,750		2,059,613		0
				(299.0250	)		03/14/14
	5	Kane		189.0468			02/28/91		1,954,629		94,569		2,049,198		349,845		2,399,043		0
				(189.0468	)		05/16/01
	6	Lake		57.3345			04/16/91		904,337		71,199		975,536		55,628		1,031,164		0
				(.2580	)		10/01/94
				(57.0765	)		03/22/07
	7	McHenry		56.7094			04/22/91		680,513		44,444		724,957		3,210,451		3,935,408		0
				(12.6506	)		Var 1997
				(15.7041	)		Var 1998
				(19.6296	)		Var 1999
				(8.7251	)		Var 2000
	8	Kane		325.3940			06/14/91		3,496,700		262,275		3,758,975		85,548		13,~~909~~844,~~034~~523		~~1,935,489~~0
				(.8700	)		04/03/96
				(63.0000	)		01/23/01
				(80.0000	)		05/11/04
				(181.524	)		04/15/16

-7-

Investment properties activity (continued):

					GrossAcres				Purchase/				Initial Costs												CostsCapitalized								TotalRemainingCosts of
			Gross Acres				Purchase/				Initial Costs												CostsCapitalized								TotalRemainingCosts of
Parcel		Illinois	~~Illinois~~Purchased		~~Purchased~~		Sales		~~Sales~~		Original		~~Original~~		Acquisition		~~Acquisition~~		Total		~~Total~~		Subsequent to		~~Subsequent to~~		Costs of Property		~~Costs of Property~~		Parcels at		~~Parcels at~~
#		County	~~County~~(Sold)		~~(Sold)~~		Date		~~Date~~		Costs		~~Costs~~		Costs		~~Costs~~		Costs		~~Costs~~		Acquisition		~~Acquisition~~		Sold/Impaired		~~Sold/Impaired~~		12/31/2016		~~12/31/15~~
	9(c)		Will			9.8670				08/13/91			$	0				0				0				0				0				0
9 (c)		Will		9.8670				08/13/91			$	0				0				0				0				0				0
				(9.8670	)	~~(9.8670~~	)	09/16/02		~~09/16/02~~
10	10	Will	~~Will~~	150.6600		~~150.6600~~		08/20/91		~~08/20/91~~		1,866,716		~~1,866,716~~		89,333		~~89,333~~		1,956,049		~~1,956,049~~		23,897		~~23,897~~		1,979,946		~~1,979,946~~		0		0
				(150.6600	)	~~(150.6600~~	)	01/10/05		~~01/10/05~~
11	11	Will	~~Will~~	138.4470		~~138.4470~~		08/20/91		~~08/20/91~~		289,914		~~289,914~~		20,376		~~20,376~~		310,290		~~310,290~~		2,700		~~2,700~~		312,990		~~312,990~~		0		0
				(138.4470	)	~~(138.4470~~	)	05/03/93		~~05/03/93~~
	12(c)		Will			44.7320				08/20/91				0				0				0				0				0				0
12 (c)		Will		44.7320				08/20/91				0				0				0				0				0				0
				(44.7320	)	~~(44.7320~~	)	09/16/02		~~09/16/02~~
13	13	Will	~~Will~~	6.3420		~~6.3420~~		09/23/91		~~09/23/91~~		139,524		~~139,524~~		172		~~172~~		139,696		~~139,696~~		0		0		139,696		~~139,696~~		0		0
				(6.3420	)	~~(6.3420~~	)	05/03/93		~~05/03/93~~
14	14	Kendall	~~Kendall~~	44.4030		~~44.4030~~		09/03/91		~~09/03/91~~		888,060		~~888,060~~		68,210		~~68,210~~		956,270		~~956,270~~		1,259,583		~~1,259,583~~		2,215,853		~~2,215,853~~		0		0
				(15.3920	)	~~(15.3920~~	)	04/16/01		~~04/16/01~~
				(14.2110	)	~~(14.2110~~	)	Var 2002		~~Var 2002~~
				(13.6000	)	~~(13.6000~~	)	04/11/03		~~04/11/03~~
				(1.2000	)	~~(1.2000~~	)	02/19/04		~~02/19/04~~
15	15	Kendall	~~Kendall~~	100.3640		~~100.3640~~		09/04/91		~~09/04/91~~		1,050,000		~~1,050,000~~		52,694		~~52,694~~		1,102,694		~~1,102,694~~		117,829		~~117,829~~		1,220,523		~~1,220,523~~		0		0
				(5.0000	)	~~(5.0000~~	)	09/01/93		~~09/01/93~~
				(11.0000	)	~~(11.0000~~	)	12/01/94		~~12/01/94~~
				(84.3640	)	~~(84.3640~~	)	08/14/98		~~08/14/98~~
16	16	McHenry	~~McHenry~~	168.9050		~~168.9050~~		09/13/91		~~09/13/91~~		1,402,058		~~1,402,058~~		69,731		~~69,731~~		1,471,789		~~1,471,789~~		97,766		~~97,766~~		1,569,555		~~1,569,555~~		0		0
				(168.9050	)	~~(168.9050~~	)	08/03/01		~~08/03/01~~
17	17	Kendall	~~Kendall~~	3.4620		~~3.4620~~		10/30/91		~~10/30/91~~		435,000		~~435,000~~		22,326		~~22,326~~		457,326		~~457,326~~		113,135		~~113,135~~		570,461		~~570,461~~		0		0
				(2.1130	)	~~(2.1130~~	)	03/06/01		~~03/06/01~~
				(1.3490	)	~~(1.3490~~	)	08/23/02		~~08/23/02~~

-8-

Investment properties activity (continued):

					GrossAcres				Purchase/				Initial Costs												CostsCapitalized								TotalRemainingCosts of
			Gross Acres				Purchase/				Initial Costs												CostsCapitalized								TotalRemainingCosts of
Parcel		Illinois	~~Illinois~~Purchased		~~Purchased~~		Sales		~~Sales~~		Original		~~Original~~		Acquisition		~~Acquisition~~		Total		~~Total~~		Subsequent to		~~Subsequent to~~		Costs of Property		~~Costs of Property~~		Parcels at		~~Parcels at~~
#		County	~~County~~(Sold)		~~(Sold)~~		Date		~~Date~~		Costs		~~Costs~~		Costs		~~Costs~~		Costs		~~Costs~~		Acquisition		~~Acquisition~~		Sold/Impaired		~~Sold/Impaired~~		12/31/2016		~~12/31/15~~
18	18	McHenry	~~McHenry~~	139.1697		~~139.1697~~		11/07/91		~~11/07/91~~	$	1,160,301	$	~~1,160,301~~		58,190		~~58,190~~		1,218,491		~~1,218,491~~		9,456,992		~~9,456,992~~		10,675,483		~~10,675,483~~		0		0
				(9.2500	)	~~(9.2500~~	)	Var 2004		~~Var 2004~~
				(33.3197	)	~~(33.3197~~	)	Var 2005		~~Var 2005~~
				(62.0200	)	~~(62.0200~~	)	Var 2006		~~Var 2006~~
				(12.8800	)	~~(12.8800~~	)	Var 2007		~~Var 2007~~
				(2.2400	)	~~(2.2400~~	)	Var 2008		~~Var 2008~~
				.2188		~~.2188~~		03/02/11		~~03/02/11~~
				(19.6788	)	~~(19.6788~~	)	11/18/13		~~11/18/13~~
19	19	Kane	~~Kane~~	436.2360		~~436.2360~~		12/13/91		~~12/13/91~~		4,362,360		~~4,362,360~~		321,250		~~321,250~~		4,683,610		~~4,683,610~~		187,211		~~187,211~~		4,870,821		~~4,870,821~~		0		0
				(436.2360	)	~~(436.2360~~	)	05/16/01		~~05/16/01~~
20	20	Kane & Kendall	~~Kane & Kendall~~	400.1290		~~400.1290~~		01/31/92		~~01/31/92~~		1,692,623		~~1,692,623~~		101,318		~~101,318~~		1,793,941		~~1,793,941~~		9,525,572		~~9,524,283~~		7,197,089		~~2,190,275~~		4,122,424		~~9,127,949~~
				(21.1380	)	~~(21.1380~~	)	06/30/99		~~06/30/99~~
				(7.0000	)	~~(7.0000~~	)	07/21/08		~~07/21/08~~
				(3.1085	)	~~(3.1085~~	)	03/21/11		~~03/21/11~~
				(4.0770	)	~~(4.0770~~	)	09/19/12		~~09/19/12~~
				(2.3160	)	~~(2.3160~~	)	08/16/13		~~08/16/13~~
	21		Kendall			15.0130				05/26/92				250,000				23,844				273,844				43,063				316,907				0
				(317.8600	)			11/17/16
						(1.0000	)			03/16/99
21		Kendall		15.0130				05/26/92				250,000				23,844				273,844				43,063				316,907				0
						(14.0130	)			09/06/06
				(1.0000	)			03/16/99
	22		Kendall			391.9590				10/30/92				3,870,000				283,186				4,153,186				1,763,629				5,916,815				0
				(14.0130	)			09/06/06
						(10.0000	)			01/06/94
22		Kendall		391.9590				10/30/92				3,870,000				283,186				4,153,186				1,763,629				5,916,815				0
						(5.5380	)			01/05/96
				(10.0000	)			01/06/94
						(2.4000	)			07/27/99
				(5.5380	)			01/05/96
						(73.3950	)			Var 2001
				(2.4000	)			07/27/99
						(136.0000	)			08/14/02
				(73.3950	)			Var 2001
						(34.1400	)			05/27/03
				(136.0000	)			08/14/02
						(101.4900	)			01/09/04
				(34.1400	)			05/27/03
						(28.9960	)			11/13/13
				(101.4900	)			01/09/04
				(28.9960	)			11/13/13

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Investment properties activity (continued):

			GrossAcres			Purchase/		Initial Costs						CostsCapitalized				TotalRemainingCosts of
Parcel		Illinois	Purchased			Sales		Original		Acquisition		Total		Subsequent to		Costs of Property		Parcels at
#		County	(Sold)			Date		Costs		Costs		Costs		Acquisition		Sold/Impaired		12/31/152016
	23	Kendall		133.2074			10/30/92	$	3,231,942		251,373		3,483,315		4,665,998		8,149,313		0
				(11.5250	)		07/16/93
				(44.0700	)		Var 1995
				(8.2500	)		Var 1996
				(2.6100	)		Var 1997
				(10.6624	)		Var 1998
				(5.8752	)		Var 1999
				(49.0120	)		Var 2000
				(.2028	)		Var 2001
				(1.0000	)		Var 2002
	23A(a)	Kendall		.2676			10/30/92		170,072		12,641		182,713		0		182,713		0
				(.2676	)		03/16/93
	24	Kendall		3.9080			01/21/93		645,000		56,316		701,316		30,436		731,752		0
				(3.9080	)		04/16/01
	24A(b)	Kendall		.4060			01/21/93		155,000		13,533		168,533		0		168,533		0
				(.4060	)		04/16/01
	25	Kendall		656.6870			01/28/93		1,625,000		82,536		1,707,536		22,673		1,730,209		0
				(656.6870	)		10/31/95
	26	Kane		89.5110			03/10/93		1,181,555		89,312		1,270,867		5,135,895		6,406,762		0
				(2.1080	)		Var 1999
				(34.2550	)		Var 2000
				(7.8000	)		Var 2001
				(29.1200	)		Var 2002
				(11.3100	)		Var 2003
				(4.9180	)		01/28/04
	28(c)	Kendall		50.0000			09/16/02		661,460		22,976		684,436		230,630		915,066		0
	28 (c)	Kendall		50.0000			09/16/02		661,460		22,976		684,436		230,630		915,066		0
				(50.0000	)		04/17/12
								$	38,810,025		2,504,276		41,314,301		47,~~503~~504,~~694~~983		7784,~~754~~696,~~557~~860		114,~~063~~122,~~438~~424

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(a)

Included in the purchase of Parcel 23 was a newly constructed 2,500 square foot house. The house was sold in March 1993.

(b)

Included in the purchase of Parcel 24 was a 2,400 square foot office building. The building was sold in 2001.

(c)

On September 16, 2002, the Partnership completed a tax-deferred exchange of Parcels 9 and 12 for 50 acres in Kendall County (Parcel 28).

Our general partner has agreed to make a supplemental capital contribution to us if and to the extent that real estate taxes and insurance payable with respect to our land during a given year exceed the revenue earned by us from leasing our land during such year. Any supplemental capital contribution will be repaid only after limited partners have received, over the life of our Partnership, a return of their original capital plus the 15% cumulative return. Our remaining ~~parcels~~parcel ~~consist~~consists of land which ~~generates~~does ~~revenue from farming or other leasing activities. It is~~ not ~~expected that we will~~ generate ~~cash~~revenue ~~distributions to limited partners~~ from ~~farm~~farming ~~leases~~ or other leasing activities. Through December 31, ~~2015~~2016, our land has generated sufficient revenues from leasing to cover real estate taxes and insurance expense.

Item 3. Legal Proceedings

OnNone or about December 16, 2011, the Partnership received service of a Third Party Complaint filed by Bond Safeguard Insurance Company (“Bond”) against the Partnership and Inland Real Estate Investment Corporation along with six other third party defendants. The lawsuit had been brought in the Circuit Court of the Sixteenth Judicial Circuit in Kane County, Illinois (the “Lawsuit”). In the Lawsuit, the County of Kane (the “County”) alleged that B&B Enterprises and/or Blackberry Creek Development Corporation (collectively “B&B”) were responsible for the relocation of approximately twenty-three power poles at an alleged cost of $819,740. Alternatively, the County alleged that either Bond or Commonwealth Edison Company (“ComEd”) was responsible for the cost of the pole relocation. On November 23, 2011, Bond filed an Answer denying the County’s allegations and had pled five affirmative defenses. The affirmative defenses generally alleged that the bond did not cover the pole relocation, that only one pole needed to be relocated at significantly less cost, and alternatively, that ComEd was responsible for any pole relocation costs. As alternative relief, Bond filed a Counterclaim against B&B and ComEd and a Third Party Complaint against the Partnership and four individuals (the “Individuals”) contending that, if Bond was deemed responsible for or settled the County’s allegations, then B&B, the Partnership, and/or the Individuals would bear some or all of this responsibility under a General Agreement of Indemnity. Bond also sought its attorneys’ fees based on such General Agreement of Indemnity.

On February 21, 2012, the Partnership filed an Answer and Affirmative Defenses denying the material allegations asserted by Bond.

On April 10, 2015, following discovery, Bond filed a Motion for Summary Judgment (the “Motion”) against the County seeking the dismissal with prejudice of the sole count alleged against Bond. Dismissal of the County’s complaint against Bond would result in the dismissal of Bond’s Third Party Complaint against the Partnership, and thus, the Partnership co-filed the Motion. The Motion was granted in favor of the Partnership by written Order dated August 6, 2015 (“the Summary Judgment Order”). On September 30, 2015, at the request of Bond and the Partnership, the Court entered an Order that there was no just reason to delay the enforcement of, or the appeal from, the Summary Judgment Order, which commenced the 30-day deadline for the filing of any appeal of the Summary Judgment Order. No notice of appeal of the Summary Judgment Order has been served on the Partnership, and the deadline to file such a notice has passed.

Item 4. Mine Safety Disclosures

Not applicable

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Part II

Item 5. Market for Partnership’s Limited Partnership Units, Related Security Holder Matters and Partnership Purchases of Limited Partnership Units

As of February 1517, ~~2016~~2017, there were 43,~~019~~982 holders of our units. There is no public market for units nor is it anticipated that any public market for units will develop.

There were two distributions of net sales proceeds during 2016. On June 17, 2016, the Partnership made a distribution to the limited partners of $1,600,000 less the $46,811 Illinois non-resident withholding repayment for a total distribution of $1,553,189. In April 2015, we made a payment of $46,811 to the Illinois Department of Revenue for the Illinois income tax withholding requirements for nonresident partners. ~~The~~On ~~payment~~December 19, ~~is accounted for as a distribution which will be recovered from nonresident partners’ future distributions. In April 2014~~2016, wethe Partnership made a distribution ~~totaling $4,000,000, which included $3,900,000~~ to the limited partners ~~and~~of $~~100~~2,000 ~~to the general partner~~,000. We will evaluate our cash needs during the upcoming year to determine any future distributions.

Item 6. Selected Financial Data

Not applicable

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this annual report on Form 10-K constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward looking statements. These factors include, among other things, adverse changes in real estate, financing and general economic or local conditions; the ability to obtain annexation and zoning approvals required to develop our ~~properties~~property; the approval of local governing bodies to develop our ~~properties~~property; successful lobbying of local “no growth” or limited development homeowner groups; eminent domain proceedings; changes in the environmental conditions or changes in the environmental positions of governmental bodies; and potential conflicts of interest between us and our affiliates, including our general partner.

Critical Accounting Policies

The Securities and Exchange Commission previously issued Financial Reporting Release (FRR) or FRR No. 60 “Cautionary Advice Regarding Disclosure About Critical Accounting Policies.” A critical accounting policy is one that would materially affect our operations or financial condition, and requires management to make estimates or judgments in certain circumstances. We believe that our most critical accounting policies relate to how we value, classify and allocate costs of our investment properties and revenue recognition. These judgments often result from the need to make estimates about the effect of matters that are inherently uncertain. The purpose of the FRR is to provide investors with an understanding of how management forms these policies. Critical accounting policies discussed in this section are not to be confused with accounting principles and methods disclosed in accordance with accounting principles generally accepted in the United States of America or GAAP. GAAP requires information in financial statements about accounting principles, methods used and disclosures pertaining to significant estimates. The following disclosure discusses judgments known to management pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies and the likelihood that materially different amounts would be reported upon taking into consideration different conditions and assumptions.

Valuation of Investment Properties - On a quarterly basis, we review impairment indicators and if necessary, conduct an impairment analysis to ensure that the carrying value of ~~each~~the investment property does not exceed its estimated fair value. If an investment property is considered impaired, we would be required to record an impairment loss equal to the excess of carrying value over the estimated fair value.

In determining the value of an investment property and whether the property is impaired, management considers several indicators which require difficult, complex and/or subjective judgments, such as projected sales prices, capital expenditures, assessment of current economic conditions, and management’s intent to hold onthe toremaining aparcels ~~property~~ until such time as a reasonable and acceptable ~~offer~~offers isare received. These indicators are considered by management in determining the value of any particular property. The value of any particular property is sensitive to the actual results of any of these uncertain indicators, either individually or taken as a whole. Should the actual results differ from management’s judgment, the valuation could be negatively or positively affected.

The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management’s continuous process of analyzing each property. During the first quarter of 2016, management formally changed its intent from holding the remaining parcels for an indefinite period of time to attempting to sell the parcels in the next year, if possible. Management deemed the change in intent as a trigger for impairment. In addition, as a result of the sale of Parcel 8 on April 15, 2016, the Partnership has only one remaining land parcel. Based on offers and the knowledge of the real estate market gathered for the auction of Parcel 20, management determined the value of the parcel was impaired. For the years ended December 31, 2016 and 2015, the Partnership recorded an impairment of $2,680,000 and ~~2014~~$0, respectively on Parcel 20, ~~there~~which ~~were~~reduced nothe ~~impairments~~remaining ~~recorded~~book value to the estimated fair value. Subsequent costs incurred above the estimated fair value for ~~any~~the ~~parcels~~parcel that may be deemed to be impaired will be expensed and included in land operating expenses.

Cost Allocation - We use the area method of cost allocation whereby a per acre price is used as the standard allocation method for land purchases and sales. The total cost of the parcel is divided by the total number of acres to arrive at a per acre price. The one remaining parcel has been written down to its estimated fair market value.

Revenue Recognition - We recognize income from the sale of land parcels in accordance with the full accrual method of accounting. Rental revenue is recognized as earned.

Assets Held for Sale - In determining whether to classify an asset as held for sale, we consider whether: (i) management has committed to a plan to sell the asset; (ii) the asset is available for immediate sale, in its present condition; (iii) we have

-13-

~~initiated~~Revenue aRecognition ~~program~~- toWe ~~locate~~recognize aincome ~~buyer;~~from ~~(iv) we believe that~~ the sale of ~~the~~land ~~asset~~parcels isin ~~probable;~~accordance ~~(v) the~~with ~~due diligence period per~~ the ~~sales agreement has expired and a closing date has~~full ~~been~~accrual ~~set;~~method ~~(vi) we~~of ~~are~~accounting. ~~actively~~Rental ~~marketing~~revenue ~~the asset for sale at a price that~~ is ~~reasonable~~recognized inas ~~relation to its current value; and (vii) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made to the plan~~earned.

IfAssets ~~all~~Held offor ~~the~~Sale ~~above~~- ~~criteria~~In ~~are~~determining ~~met,~~whether weto classify ~~the~~an asset as held for sale, we consider whether: (i) management has committed to a plan to sell the asset; (ii) the asset is available for immediate sale. ~~The~~in ~~assets~~its ~~and~~present ~~liabilities~~condition; ~~associated~~(iii) we ~~with~~have ~~those~~initiated a program to locate a buyer; (iv) we ~~assets~~believe that the sale of the asset is probable; (v) the due diligence period per the sales agreement has expired and a closing date has been set; (vi) we are ~~held~~actively marketing the asset for sale ~~are~~at ~~classified~~a ~~separately~~price onthat ~~the~~is ~~balance~~reasonable ~~sheets~~in relation to its current value; and (vii) actions required for us to complete the ~~most~~plan ~~recent~~indicate ~~reporting~~that ~~period~~it is unlikely that any significant changes will be made to the plan.

~~From~~If ~~time~~all toof ~~time~~the above criteria are met, we ~~may~~classify ~~determine~~ the asset as held for sale. The assets and liabilities associated with those assets that aare “held for sale are ~~property”~~classified noseparately ~~longer~~on ~~meets~~the balance sheets for the ~~criteria~~most torecent ~~continue~~reporting period. During the quarter ended March 31, 2016, the carrying value of the investment property held for sale, Parcel 8, was reduced to beits ~~classified~~fair asvalue based on the actual sale which occurred in April 2016 and resulted in a provision for loss on investment property held for sale of $320,937. IfDuring ~~this~~the ~~occurs~~quarter ended September 30, we2016, ~~record~~the carrying value of the investment property atheld for sale, the ~~lower~~farm portion of Parcel 20, was reduced to its fair value based on the ~~carrying~~projected ~~amount~~net ~~before~~sales proceeds for the ~~property~~sale ~~was~~that ~~classified~~closed asin the fourth quarter of 2016 and resulted in an additional provision for loss on investment property held for sale orof $265,000, ~~the~~resulting ~~fair~~in ~~value~~a at$585,937 ~~the~~provision ~~decision~~for ~~date~~loss ~~not~~on toinvestment ~~sell~~property held for sale for the year ended December 31, 2016. AsFor ofthe years ended December 31, ~~2015~~2016 and ~~2014~~2015, ~~respectively,~~there wewas ~~have~~no ~~not~~investment property classified ~~any properties~~ as assets held for sale.

From time to time, we may determine that a “held for sale property” no longer meets the criteria to continue to be classified as held for sale. If this occurs, we record the property at the lower of the carrying amount before the property was classified as held for sale or the fair value at the decision date not to sell.

Liquidity and Capital Resources

Between October 25, 1989 and October 24, 1991, we sold 50,476.17 limited partnership units to the public at $1,000 per unit resulting in $50,476,170 in gross offering proceeds, not including the general partner’s capital contribution of $500.

We used $41,314,301 of gross offering proceeds to purchase, on an all-cash basis, twenty-seven parcels of undeveloped land and two buildings. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such properties. Three of the parcels were purchased during 1990, sixteen during 1991, four during 1992, and four during 1993. On September 16, 2002, we completed a tax-deferred exchange of Parcels 9 and 12 for 50 acres in Kendall County (Parcel 28). Through December 31, ~~2015~~2016, we have had multiple sales, exchange transactions and conveyances, disposing of the buildings and approximately 34,~~986~~486 acres of the approximately 4,530 acres originally owned. Through December 31, ~~2015~~2016, cumulative distributions have totaled $96100,~~477~~030,~~656~~845 to the limited partners, which is equivalent to ~~191~~198% of the original capital raised, which was $50,476,170, and cumulative distributions to the general partner have totaled $13,713,195. Of the $96100,~~477~~030,~~656~~845 distributed to the limited partners, $9599,~~756~~309,~~656~~845 was net sales proceeds and $721,000 was from operations. Through December 31, ~~2015~~ 2016, we have used $47,~~503~~504,~~694~~983 of working capital for rezoning and other activities. Such amounts have been capitalized and are included in investment properties.

Our capital needs and resources will vary depending upon a number of factors, including the extent to which we conduct rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting our land, and the amount of revenue received from ~~farm rents~~leasing. As of December 31, ~~2015~~2016, wethere ~~own,~~was inno farm ~~part,~~lease ~~two~~in ~~parcels,~~place. ~~consisting~~Our ofgeneral ~~approximately~~partner ~~544~~has ~~acres~~agreed ofto ~~which~~make ~~426~~a ~~were~~supplemental ~~leased~~capital contribution to ~~local~~the ~~farmers~~Partnership, if and ~~generated~~to ~~sufficient~~the ~~cash~~extent ~~flow~~that ~~from leases to cover~~ real estate taxes and insurance ~~expense.~~payable Wewith ~~continue~~respect to ~~market~~our land during a given year exceed the ~~remaining~~revenue ~~acres~~earned by ~~for~~us ~~sale~~from leasing our land during such year.

AtOn ~~December~~April 3115, ~~2015~~2016, we ~~had~~sold ~~cash~~the ~~and~~remaining ~~cash~~acreage ~~equivalents~~ of Parcel 8, resulting in net sales proceeds of $21,~~134~~614,~~457~~552. ~~which~~On isNovember 17, ~~available~~2016, towe besold ~~used~~the ~~for~~farmland ~~our~~portion ~~costs~~of ~~and~~Parcel ~~liabilities~~20, ~~cash~~resulting ~~distributions to~~in ~~partners~~net ~~and~~sales ~~other~~proceeds ~~activities~~of ~~with~~$2,084,246. ~~respect~~During tothe ~~one~~year orended ~~both~~December 31, of2015, ~~our~~there were no land ~~parcels~~sales.

~~The~~At ~~Partnership~~December 31, ~~has~~2016, ~~listed~~we ~~portions~~had ofcash ~~Parcel~~and 20cash ~~for~~equivalents ~~sale~~of ~~utilizing~~$2,087,068 ~~a real~~which ~~estate~~is ~~auction~~available ~~platform in an effort~~ to ~~procure~~be aused ~~buyer or buyers interested in purchasing property zoned~~ for ~~multifamily,~~our ~~retail~~costs and~~/or~~ ~~agricultural~~liabilities, ~~farm~~cash ~~land.~~distributions ~~The Partnership has opted~~ to partners ~~utilize~~and ~~the~~other ~~sealed~~activities ~~bid~~with ~~auction~~respect ~~format which gives the Partnership the ability~~ to ~~accept~~our orone ~~reject~~land ~~offers from prospective buyers~~parcel. ~~The~~On ~~auction~~June 17, is2016 ~~currently expected to occur during~~ the ~~second quarter of 2016.~~

The Partnership has been marketing Parcel 8 which is zoned for agricultural use. As a result of the current marketing efforts, we have not entered into farm leases for the agricultural zoned land for 2016.

During the year ended December 31, 2014, we sold Parcel 4 for which we received $3,872,152 in net sales proceeds, resulting in a gain on sale of $1,812,539. Net sales proceeds, including previously undistributed net sales proceeds, will be used to fund our operations including land improvements and land use activities. We will evaluate our cash needs during the upcoming year to determine any future distributions.

We continue to closely monitor the real estate market trends, especially within the areas where our remaining parcels are located. We have seen modest improvements in the residential real estate market including the completion of stalled residential communities with national homebuilders. There have been farm parcel sales in surrounding communities from

-14-

~~both~~Partnership ~~speculators~~made ~~looking~~a todistribution ~~hold land until the market fully rebounds as well as farmers looking~~ to ~~increase their farming businesses. We believe we have taken~~ the ~~steps~~limited ~~necessary~~partners ~~to reduce costs and maintain sufficient reserves~~ of ~~cash~~$1,600,000 ~~and~~less ~~cash~~the ~~equivalents~~$46,811 toIllinois ~~cover~~non-resident ~~all~~withholding ~~our~~repayment ~~costs~~ for ana ~~extended~~total ~~period of time as we continue to market the remaining parcels for sale. During 2015 we had farm leases in place which generated sufficient income to~~distribution ~~cover the costs~~ of ~~insurance expense and real estate taxes~~$1,553,189. ~~Our~~On ~~remaining land is not encumbered by debt and is located in areas that we believe are in the paths of future development.~~December As19, ~~such~~2016, the Partnership ~~operated~~made ~~during~~an ~~2015~~additional ~~with~~distribution ~~the intent~~ to ~~hold on to~~ the ~~remaining~~limited ~~parcels~~partners ~~until~~of ~~such time as reasonable and acceptable offers were received~~$2,000,000.

We continue to closely monitor the real estate market trends, especially within the area where our remaining parcel is located. Over the years, we have seen modest improvements in the residential real estate market including the completion of stalled residential communities with national homebuilders. There have been farm parcel sales in surrounding communities from both speculators looking to hold land until the market fully rebounds as well as farmers looking to increase their farming businesses. We believe we have taken the steps necessary to reduce costs and maintain sufficient reserves of cash and cash equivalents to cover all our costs for an extended period of time as we continue to market the remaining parcel for sale. Our remaining parcel is not encumbered by debt and is located in an area that we believe is in the path of future development. During the first quarter of 2016, management formally changed its intent from holding the remaining parcels for an indefinite period of time to attempting to sell the parcels in the next year, if possible. On January 10, 2017, we entered into a contract to sell the approximately 30 acres of land zoned for multifamily use. The contract is subject to the buyer obtaining certain municipal approvals. Provided the buyer performs pursuant to the terms of the contract and the municipal approvals are obtained, the sale is not expected to occur until at least the third quarter of 2017. Marketing of the remaining acres continues.

Transactions with Related Parties

Our general partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the general partner and its affiliates relating to our administration. Such costs of $6882,~~738~~737 and $5468,~~651~~738 are included in professional services to affiliates and general and administrative expenses to affiliates for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively, of which $716,~~260~~190 and $7,~~726~~260 was unpaid as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

An affiliate of our general partner ~~performs~~performed marketing, advertising and auction services for us and iswas reimbursed for direct costs. Such costs of $~~19,950~~0 and $219,~~832~~950 have been incurred and are included in marketing expenses to affiliates for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively, of which $0all ~~and $523~~ was ~~unpaid~~ paid as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

An affiliate of our general partner performs land improvements, rezoning, annexation and other activities to prepare our investment properties for sale and is reimbursed for salaries and direct costs. For the years ended December 31, ~~2015~~2016 and ~~2014~~2015, we incurred $31,~~926~~289 and $173,~~417~~926, respectively, of such costs. Such costs are included in investment properties, of which $~~380~~0 and $~~3,185~~380 was unpaid as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively. Also, an affiliate of the general partner supervises the maintenance of the parcels. Such costs of $17,~~596~~417 and $21,~~055~~596 are included in land operating expenses to affiliates for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively, of which $01,200 and $~~123~~0 was unpaid as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively. The affiliate did not recognize a profit on any project.

As of December 31, ~~2015~~2016, the Partnership held all cash and cash equivalents with Inland Bank and Trust, an affiliate of the general partner.

Results of Operations

As of December 31, ~~2015~~2016, we owned ~~two~~one ~~parcels~~parcel of land consisting of approximately ~~544~~44 acres. OfAs ~~the~~of ~~approximately~~December 31, ~~544~~2016, ~~acres~~there ~~owned,~~no ~~approximately~~longer ~~426~~is ~~acres~~a ~~are~~farm ~~tillable,~~lease ~~leased~~in toplace. ~~local~~The ~~farmers~~farm ~~and~~lease ~~generated~~terminated ~~sufficient~~when ~~cash~~the ~~flow~~farmland toportion ~~cover~~of Parcel 20 was sold in November 2016. The rental income from this lease covered the real estate taxes and insurance expense for 2016. Rental income was $~~146~~83,~~560~~980 and $~~152~~146,~~565~~560 for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively. ~~2016~~Rental ~~farm~~income ~~leases~~ for ~~our~~2016 ~~tillable~~decreased ~~land~~due ~~have~~to ~~not yet been negotiated as management is in~~ the ~~process~~sale of ~~evaluating~~Parcel ~~current purchase offers from third party purchasers interested in acquiring the remaining farm acreage~~8.

Professional services to affiliates and non-affiliates were $~~166~~154,~~909~~950 and $~~140~~166,~~868~~909 for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively. Professional services to affiliates and non-affiliates include ~~primarily~~ accounting and legal services. The ~~increase~~decrease is due primarily to ana ~~increase~~decrease in legal fees due to the lack of litigation ~~described~~ ~~above~~costs ~~and~~in ~~due~~2016, towhich ~~the~~is ~~timing~~offset ofby ~~when~~an increase in accounting ~~services~~and ~~were~~tax ~~performed~~fees.

General and administrative expenses to affiliates and non-affiliates were $4456,~~043~~953 and $44,~~652~~043 for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively. General and administrative expenses ~~primarily~~ include data processing costs, postage, ~~printing, investor services expenses and farm management fees.~~

Marketing expenses to affiliates and non-affiliates were $19,950 and $3,282 for the years ended December 31, 2015 and 2014, respectively. Marketing expenses to affiliates and non-affiliates are costs incurred for preparing and marketing parcels for sale and monitoring activity at the parcels. The marketing expenses increased in 2015 primarily due to auction-related fees.

Land operating expenses to affiliates and non-affiliates were $41,786 and $44,198 for the years ended December 31, 2015 and 2014, respectively. These costs primarily include real estate tax expense.

-15-

~~Interest~~ printing ~~income was $5~~expenses,~~518~~ ~~and~~farm ~~$5,905~~management ~~for~~fees ~~the years ended December 31, 2015~~ and ~~2014,~~investor ~~respectively~~services. ~~Interest income~~The increase is ~~primarily~~due ~~a result of cash available~~ to ~~invest on a short term basis during~~ the ~~year~~increase asin apostage ~~result~~and ofprinting ~~sales~~expenses ~~proceeds~~due ~~received.~~to ~~Interest~~the ~~income~~two ~~decreased~~distributions ~~due~~and tothe ~~less~~mini ~~cash~~tender ~~available to invest~~offer response.

~~Other~~Marketing ~~income~~expenses ~~was~~to affiliates were $~~50,250~~0 and $519,~~945~~950 for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively. ~~Other~~Marketing ~~income~~expenses ~~is due typically~~ to ~~transfer fee income as~~ aaffiliates ~~result~~are ofcosts ~~the~~incurred ~~number~~for ofpreparing ~~completed~~and ~~unit~~marketing ~~transfers.~~parcels ~~Included~~for insale ~~2015~~and ismonitoring aactivity ~~$45,000~~at ~~refund from~~ the ~~Village~~parcels. ofThe ~~Montgomery~~2015 ~~for~~marketing ~~various~~expenses ~~fees~~were ~~paid~~related ~~during~~to the ~~development~~auction offor Parcel ~~3/27 which was sold in prior years~~20.

~~Loss~~Land ~~from~~operating ~~discontinued~~expenses ~~operations~~to ~~was~~affiliates and non-affiliates were $065,397 and $~~605~~41,786 for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively. ~~Included~~These incosts ~~loss~~typically ~~from~~include ~~discontinued operations are the rental income, insurance,~~ real estate ~~taxes,~~tax expense and ~~land~~insurance; ~~operating expenses pertaining to sold parcels. There were no land sales for the year ended December 31~~however, ~~2015. For~~ the ~~year~~increase ~~ended~~in ~~December 31,~~2016 ~~2014,~~is ~~the~~due ~~operations related~~ to ~~Parcel 4 are included in~~ the ~~loss~~cost ~~from discontinued operations on the accompanying statements~~ of ~~operations~~a survey for ~~the~~Parcel ~~year ended December 31~~20, ~~2014.~~offset ~~The~~by ~~gain~~lower onreal ~~sale~~estate oftaxes ~~investment property for the year ended December 31, 2014 of $1,812,539 was~~ due to the sale of Parcel ~~4 on March 14, 2014~~8.

Interest income was $5,602 and $5,518 for the years ended December 31, 2016 and 2015, respectively. Interest income is primarily a result of cash available to invest on a short term basis during the year as a result of sales proceeds received.

Other income was $4,000 and $50,250 for the years ended December 31, 2016 and 2015, respectively. The decrease in 2016 is due to a refund received in 2015 from the Village of Montgomery for various fees paid during the development of Parcel 3/27 which was sold in prior years.

Our Partnership Agreement

Our partnership agreement prescribes the allocation of profits and losses, and the distribution priorities of available cash. If and to the extent that real estate taxes and insurance payable with respect to our land during a given year exceed our revenues, our general partner will make a supplemental capital contribution of such amount to us to ensure that we have sufficient funds to make such payments and receives a special allocation of expenses in a like amount.

Profits and losses from operations (other than capital transactions) will be allocated 99% to the limited partners and 1% to the general partner. The net gain from sales of our properties is first allocated among the partners in proportion to the negative balances, if any, in their respective capital accounts. Thereafter, except as provided below, net gain is allocated to the general partner in an amount equal to the proceeds distributed to the general partner from such sale and the balance of any net gain is allocated to the limited partners. If the amount of net gain realized from a sale is less than the amount of cash distributed to the general partner from such sale, we will allocate income or gain to the general partner in an amount equal to the excess of the cash distributed to the general partner with respect to such sale as quickly as permitted by law. Any net loss from a sale will be allocated to the limited partners.

Distributions of net sales proceeds will be allocated between the general partner and the limited partners based upon both an aggregate overall return to the limited partners and a separate return with respect to each parcel of land purchased by us.

As a general rule, net sale proceeds will be distributed 90% to the limited partners and 10% to the general partner until the limited partners have received from net sale proceeds (i) a return of their original capital plus (ii) a noncompounded cumulative preferred return of 15% of their invested capital. However, with respect to each parcel of land, the general partner’s 10% share will be subordinated until the limited partners receive a return of the original capital attributed to such parcel (“parcel capital”) plus a 6% per annum noncompounded cumulative preferred return thereon.

After the amounts described in items (i) and (ii) above and any previously subordinated distributions to the general partner have been paid, and the amount of any supplemental capital contributions have been repaid to the general partner, subsequent distributions shall be paid 75% to the limited partners and 25% to the general partner without considering parcel capital. If, after all net sale proceeds have been distributed, the general partner has received more than 25% of all net sale proceeds (exclusive of distributions made to the limited partners to return their original capital), the general partner shall contribute to us for distribution to the limited partners an amount equal to such excess.

Any distributions from net sales proceeds at a time when invested capital is greater than zero shall be deemed applied first to reduction of such invested capital before application to payment of any deficiency in the 15% cumulative preferred return.

-16-

Subsequent Events

The Partnership evaluates subsequent events occurring between the most recent balance sheet date and the date that the financial statements are available to be issued in order to determine whether the subsequent events are to be recorded in and/or disclosed in the Partnership’s financial statements and footnotes. The financial statements are considered to be available to be issued at the time that they are filed with the Securities and Exchange Commission.

~~Subsequent~~On toJanuary 10, ~~year end~~2017, ~~management~~the ~~has~~Partnership ~~formally~~entered ~~changed~~into ~~its~~a ~~intent~~Real ~~from~~Estate ~~holding~~Purchase ~~the~~and ~~remaining~~Sale ~~parcels~~Agreement ~~for~~with ana ~~indefinite~~third ~~period~~party ofpurchaser ~~time~~ to ~~attempting to~~ sell ~~the~~approximately ~~parcels~~30 inacres ~~the~~of ~~next~~Parcel ~~year,~~20 iffor ~~possible.~~a ~~During~~sales ~~the~~price ~~first quarter~~ of ~~2016~~$2,800,000. ~~management~~The ~~received~~land ~~offers~~is ~~from~~being ~~third~~sold ~~parties~~“AS ~~interested~~IS” inbut ~~acquiring~~subject ato ~~portion~~usual ofand ~~the~~customary ~~Partnership’s remaining~~closing ~~land~~conditions. OnIn ~~March 1~~addition, ~~2016,~~ the ~~Partnership entered into a vacant land purchase and sale~~ contract ~~with~~is contingent aon ~~third~~the ~~party~~ purchaser ~~for~~obtaining ~~the~~necessary ~~remaining~~municipal ~~acreage~~approvals ~~of Parcel 8~~ for a ~~sales~~multi-family ~~price of $1,712,940~~development. Provided the buyer performs pursuant to the terms of the contract and the municipal approvals are obtained, the sale is not expected to occur until at least the third quarter of 2017 and will result in the Partnership recognizing a ~~loss~~gain on sale for financial statement purposes of approximately $~~222~~600,000, before proration adjustments, selling costs and transfer taxes ~~and is expected to close during March 2016~~.

In addition, the Partnership has listed portions of Parcel 20 for sale utilizing a real estate auction platform in an effort to procure a buyer or buyers interested in purchasing property zoned for multifamily, retail and/or agricultural farm land. The Partnership has opted to utilize the sealed bid auction format which gives the Partnership the ability to accept or reject offers from prospective buyers. The auction is currently expected to occur during the second quarter of 2016. If the Partnership were to accept an offer from the auction it could result in a loss.

There are no other subsequent events to report that would have a material impact on the Partnership’s financial statements.

Other Items

In accordance with Article XVI Section 16.1 of the Inland Land Appreciation Fund II, L.P. Partnership Agreement and Treasury Regulation Section 1.7704-1(j), we did not reach the maximum threshold of limited partnership units that may be transferred/assigned directly between parties during ~~2015~~ 2016. For the benefit of interested limited partners, we have a relationship with a “qualified matching service” as defined under Treasury Regulation Section 1.7704-1(g). In accordance with this Treasury Regulation and the IRS private letter ruling obtained by the “qualified matching service”, we understand that limited partnership units may be transferred/assigned through the “qualified matching service” up to a separate maximum threshold each taxable year (in addition to the maximum threshold that may be transferred/assigned directly between parties discussed above). However, there can be no assurance that the IRS private letter ruling will apply to transfers of units, or that any particular transfer will not violate the transfer restrictions contained in our partnership agreement or the provisions of Treasury Regulation Section 1.7704-1(g). If you have any interest in participating in a transfer/assignment of partnership units through this “qualified matching service,” please contact ~~American~~Central ~~Partnership~~Trade ~~Board~~and Transfer directly at ~~800~~877-~~736~~704-~~9797~~6737. You are strongly encouraged to consult your personal legal, financial and tax advisors in connection with any such transfer/assignment.

The Illinois Department of Revenue regulates Illinois income tax withholding requirements for nonresident partners. For the taxable ~~year~~years ended December 31, 2016 and 2015, there were no withholdings required. For the taxable year ended December 31, 2014, there was a required withholding amount of $46,811 which was paid to the Illinois Department of Revenue in April 2015. You are ~~encouraged~~ encouraged to consult with your tax advisor in connection with the Illinois withholding requirements for nonresident partners. We are also required to pay a withholding tax to the Internal Revenue Service with respect to a partner’s allocable share of our taxable net income, if the partner is a foreign person. We will first pay the withholding tax from the distributions to any nonresident and/or foreign partners, and to the extent that the tax exceeds the amount of distributions withheld, or if there have been no distributions to withhold, the excess will be accounted for as a distribution to such nonresident and/or foreign partners and recovered from a future distribution.

Off-Balance Sheet Arrangements, Contractual Obligations, Liabilities and Contracts and Commitments

None

Litigation

~~-17-~~None

On or about December 16, 2011, the Partnership received service of a Third Party Complaint filed by Bond Safeguard Insurance Company (“Bond”) against the Partnership and Inland Real Estate Investment Corporation along with six other third party defendants. The lawsuit had been brought in the Circuit Court of the Sixteenth Judicial Circuit in Kane County, Illinois (the “Lawsuit”). In the Lawsuit, the County of Kane (the “County”) alleged that B&B Enterprises and/or Blackberry Creek Development Corporation (collectively “B&B”) were responsible for the relocation of approximately twenty-three power poles at an alleged cost of $819,740. Alternatively, the County alleged that either Bond or Commonwealth Edison Company (“ComEd”) was responsible for the cost of the pole relocation. On November 23, 2011, Bond filed an Answer denying the County’s allegations and had pled five affirmative defenses. The affirmative defenses generally alleged that the bond did not cover the pole relocation, that only one pole needed to be relocated at significantly less cost, and alternatively, that ComEd was responsible for any pole relocation costs. As alternative relief, Bond filed a Counterclaim against B&B and ComEd and a Third Party Complaint against the Partnership and four individuals (the “Individuals”) contending that, if Bond was deemed responsible for or settled the County’s allegations, then B&B, the Partnership, and/or the Individuals would bear some or all of this responsibility under a General Agreement of Indemnity. Bond also sought its attorneys’ fees based on such General Agreement of Indemnity.

On February 21, 2012, the Partnership filed an Answer and Affirmative Defenses denying the material allegations asserted by Bond.

Item 7(A). Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

-1817-

Item 8. Financial Statements and Supplementary Data

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Index

	Page
Report of Independent Registered Public Accounting Firm		2019
Financial Statements:
Balance Sheets, December 31, 2015 and 2014		21
Balance Sheets, December 31, 2016 and 2015		20
Statements of Operations, for the years ended December 31, 2015 and 2014		22
Statements of Operations, for the years ended December 31, 2016 and 2015		21
Statements of Partners’ Capital, for the years ended December 31, 2015 and 2014		23
Statements of Partners’ Capital, for the years ended December 31, 2016 and 2015		22
Statements of Cash Flows, for the years ended December 31, 2015 and 2014		24
Statements of Cash Flows, for the years ended December 31, 2016 and 2015		23
Notes to Financial Statements		2524

Schedules not filed:

All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

-1918-

Report of Independent Registered Public Accounting Firm

To the Partners of

Inland Land Appreciation Fund II, L.P.

We have audited the accompanying balance sheets of Inland Land Appreciation Fund II, L.P. (a Delaware limited partnership) (the Partnership) as of December 31, ~~2015~~2016 and ~~2014~~2015, and the related statements of operations, partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Inland Land Appreciation Fund II, L.P. as of December 31, ~~2015~~2016 and ~~2014~~2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP

Chicago, Illinois

March 1821, ~~2016~~2017

-2019-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Balance Sheets

December 31, ~~2015~~2016 and ~~2014~~2015

	2015			2014
	2016			2015
Assets
Current assets:
Cash and cash equivalents (Note 1)	$	2,~~134~~087,~~457~~068			2,~~282~~134,~~333~~457
Other assets		~~2,319~~287			32,~~601~~319
Total current assets		2,~~136~~087,~~776~~355			2,~~285~~136,~~934~~776
Investment properties (including acquisition fees paid to affiliates of $221,844 at December 31, 2015 and 2014) (Note 5):
Investment properties (including acquisition fees paid to affiliates of $6,284 and $221,844 at December 31, 2016 and 2015) (Note 5):
Land and improvements		114,~~063~~122,~~438~~424			11,~~038~~063,~~345~~438
Total assets	$	136,~~200~~209,~~214~~779			13,~~324~~200,~~279~~214
Liabilities and Partners’ Capital
Current liabilities:
Accounts payable	$	0			3,250
Accrued real estate taxes	$	13,402			33,175
Accrued real estate taxes		33,175			32,902
Due to affiliates (Note 4)		17,390			7,640
Due to affiliates (Note 4)		7,640			11,557
Total current liabilities		30,792			40,815
Total current liabilities		40,815			47,709
Partners’ capital:
General Partner:
Capital contribution		500			500
Cumulative net income		14,~~072~~070,~~087~~250			14,072,~~791~~087
Cumulative cash distributions		(13,713,195	)		(13,713,195	)
		359,392			360,096
		357,555			359,392
Limited Partners:
Units of $1,000. Authorized 60,000 Units, 50,068 Units outstanding at December 31, 2015 and 2014,(net of offering costs of $7,532,439, of which $2,535,445 was paid to affiliates)		42,559,909			42,559,909
Units of $1,000. Authorized 60,000 Units, 50,068 Units outstanding at December 31, 2016 and 2015,(net of offering costs of $7,532,439, of which $2,535,445 was paid to affiliates)		42,559,909			42,559,909
Cumulative net income		6663,~~717~~292,~~754~~368			66,~~787~~717,~~410~~754
Cumulative cash distributions		(96100,~~477~~030,~~656~~845	)		(96,~~430~~477,~~845~~656	)
		12,800,007			12,916,474
		5,821,432			12,800,007
Total Partners’ capital		136,~~159~~178,~~399~~987			13,~~276~~159,~~570~~399
Total liabilities and Partners’ capital	$	136,~~200~~209,~~214~~779			13,~~324~~200,~~279~~214

See accompanying notes to financial statements.

-2120-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Statements of Operations

For the years ended December 31, ~~2015~~2016 and ~~2014~~2015

	2015			2014
	2016			2015
Revenues:
Rental income (Note 6)	$	~~146~~83,~~560~~980			~~152~~146,~~565~~560
Total revenues		146,560			152,565
Gain on sale of investment properties		22,432			0
Total revenues		106,412			146,560
Expenses:
Professional services to affiliates		5251,~~528~~885			3752,~~144~~528
Professional services to non-affiliates		~~114~~103,~~381~~065			~~103~~114,~~724~~381
General and administrative expenses to affiliates		1630,~~210~~852			1716,~~507~~210
General and administrative expenses to non-affiliates		2726,~~833~~101			27,~~145~~833
Marketing expenses to affiliates		~~19,950~~0			219,~~832~~950
Marketing expenses to non-affiliates		0			450
Land operating expenses to affiliates		7,417			1,596
Land operating expenses to affiliates		1,596			2,055
Land operating expenses to non-affiliates		57,980			40,190
Land operating expenses to non-affiliates		40,190			42,143
Provision for loss on investment property held for sale		585,937			0
Total expenses		272,688			233,000
Impairment loss on land		2,680,000			0
Operating loss		(126,128	)		(80,435	)
Total expenses		3,543,237			272,688
Interest income		5,518			5,905
Operating loss		(3,436,825	)		(126,128	)
Other income		50,250			5,945
Interest income		5,602			5,518
Loss from continuing operations		(70,360	)		(68,585	)
Other income		4,000			50,250
Discontinued operations (Note 3):
Net loss	$	(3,427,223	)		(70,360	)
Loss from discontinued operations		0			(605	)
Net loss allocated to (Note 2):
Gain on sale of investment properties		0			1,812,539
General Partner	$	(1,837	)		(704	)
Income from discontinued operations		0			1,811,934
Limited Partners		(3,425,386	)		(69,656	)
Net income (loss)	$	(70,360	)		1,743,349
Net loss	$	(3,427,223	)		(70,360	)
Net income (loss) allocated to (Note 2):
Net loss allocated to the one General Partner Unit	$	(1,837	)		(704	)
General Partner	$	(704	)		99,308
Net loss per Unit allocated to Limited Partners per weighted average Limited Partnership Units (50,068 Units for the years ended December 31, 2016 and 2015)	$	(68.41	)		(1.39	)
Limited Partners		(69,656	)		1,644,041
Net income (loss)	$	(70,360	)		1,743,349
Net income (loss) allocated to the one General Partner Unit	$	(704	)		99,308
Net income (loss) per Unit allocated to Limited Partners per weighted average Limited Partnership Units (50,068 Units for the years ended December 31, 2015 and 2014)
Continuing operations	$	(1.39	)		(1.35	)
Discontinued operations		0			34.19
	$	(1.39	)		32.84

See accompanying notes to financial statements.

-2221-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Statements of Partners’ Capital

For the years ended December 31, ~~2015~~2016 and ~~2014~~2015

	GeneralPartner			LimitedPartners			Total
Balance at January 1, 2014	$	360,788			15,172,433			15,533,221
Balance at January 1, 2015	$	360,096			12,916,474			13,276,570
Net income (Note 2)		99,308			1,644,041			1,743,349
Distributions to Partners (Note 2)		(100,000	)		(3,900,000	)		(4,000,000	)
Balance at December 31, 2014	$	360,096			12,916,474			13,276,570
Net loss (Note 2)		(704	)		(69,656	)		(70,360	)
Distributions to Partners (Note 2)		0			(46,811	)		(46,811	)
Balance at December 31, 2015	$	359,392			12,800,007			13,159,399
Net loss (Note 2)		(1,837	)		(3,425,386	)		(3,427,223	)
Distributions to Partners (Note 2)		0			(3,553,189	)		(3,553,189	)
Balance at December 31, 2016	$	357,555			5,821,432			6,178,987

See accompanying notes to financial statements.

-2322-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Statements of Cash Flows

For the years ended December 31, ~~2015~~2016 and ~~2014~~2015

	2015			2014
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	(70,360	)		1,743,349
Net loss	$	(3,427,223	)		(70,360	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of investment properties		0(22,432	)		~~(1,812,539~~0	)
Provision for loss on investment property held for sale		585,937			0
Impairment loss on investment property		2,680,000			0
Changes in assets and liabilities:
Other assets		12,~~282~~032			~~834~~1,282
Accounts payable		~~(3,250~~0	)		74(3,250	)
Accrued real estate taxes		~~273~~(19,773	)		~~3,347~~273
Due to affiliates		(39,~~917~~750	)		(243,~~424~~917	)
Net cash flow used in operating activities		(75191,~~972~~709)			(8975,~~359~~972)
Cash flows from investing activities:
Additions to investment properties		(251,~~093~~289	)		(5325,~~342~~093	)
Proceeds from sale of investment properties		03,698,798			~~3,872,152~~0
Net cash flow provided by (used in) investing activities		~~(25~~3,~~093)~~697,509			3(25,~~818,810~~093)
Cash flows from financing activities:
Distributions		(463,~~811~~553,189	)		(446,~~000,000~~811	)
Net cash used in financing activities		(463,~~811~~553,189	)		(446,~~000,000~~811	)
Net decrease in cash and cash equivalents		(~~147~~47,~~876~~389	)		(~~270~~147,~~549~~876	)
Cash and cash equivalents at beginning of year		2,~~282~~134,~~333~~457			2,~~552~~282,~~882~~333
Cash and cash equivalents at end of year	$	2,~~134~~087,~~457~~068			2,~~282~~134,~~333~~457

See accompanying notes to financial statements.

-2423-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Notes to Financial Statements

For the years ended December 31, ~~2015~~2016 and ~~2014~~2015

(1) Organization and Basis of Accounting

Inland Land Appreciation Fund II, L.P. (the “Partnership”) is a limited partnership formed on June 28, 1989, pursuant to the Delaware Revised Uniform Limited Partnership Act, to invest in undeveloped land on an all-cash basis and realize appreciation of such land upon resale. On October 25, 1989, the Partnership commenced an Offering of 30,000 (subject to increase to 60,000) Limited Partnership Units (“Units”) pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) provides for Inland Real Estate Investment Corporation to be the General Partner. On October 24, 1991, the Partnership terminated its Offering of Units, with total sales of 50,476.17 Units, at $1,000 per Unit, resulting in $50,476,170 in gross ~~offering~~ offering proceeds, not including the General Partner’s capital contribution of $500. All of the holders of these Units have been admitted to the Partnership. Through December 31, ~~2015~~2016, the Partnership had repurchased a total of 408.65 Units for $383,822 from various Limited Partners through the Unit Repurchase Program.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Offering costs have been offset against the Limited Partners’ capital accounts.

The Partnership considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents and are carried at cost, which approximates market value. The Partnership maintains its cash and cash equivalents at a financial institution. The account balances at the financial institution periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage of $250,000 on interest bearing and non-interest bearing accounts and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Partnership believes that the risk is not significant, and the Partnership does not anticipate the financial institution’s non-performance.

The Partnership recognizes income from the sale of land parcels in accordance with the full accrual method of accounting.

The Partnership’s escrow agent holds earnest money deposits from a prospective purchaser when an agreement for sale is executed. Generally, these funds are not the Partnership’s until the closing has occurred or the buyer under the sale agreement has committed a default which would entitle the Partnership to the earnest money.

The Partnership uses the area method of allocation, whereby a per acre price is used as the standard allocation method for land purchases and sales. The total cost of the parcel is divided by the total number of acres to arrive at a per acre price. Repair and maintenance expenses are charged to operations as incurred.

A presentation of information about operating segments would not be material to an understanding of the Partnership’s business taken as a whole as the Partnership is engaged in the business of real estate investment which management considers to be a single operating segment.

The Partnership has taken the steps necessary to reduce costs and maintain sufficient reserves of cash and cash equivalents to cover ~~all~~ our costs for an extended period of time. ~~There~~as ~~were~~we ~~farm~~continue ~~leases in place during 2015 which generated sufficient income~~ to ~~cover~~market the ~~costs of~~remaining ~~insurance~~parcel ~~expense~~for ~~and real estate taxes~~sale. Our remaining ~~land~~parcel is not encumbered by debt and is located in ~~areas~~an area that we believe ~~are~~is in the ~~paths~~path of future development. During Asthe ~~such,~~first ~~the~~quarter ~~Partnership~~of ~~operated~~2016, ~~during~~management ~~2015~~formally ~~with~~changed ~~the~~its intent tofrom ~~hold~~holding ~~on to~~ the remaining parcels ~~until~~for ~~such~~an indefinite period of time asto ~~reasonable~~attempting ~~and~~to sell ~~acceptable~~the ~~offers~~parcels ~~were~~in ~~received~~the next year, if possible. In addition, on a quarterly basis, the Partnership reviews impairment indicators and if necessary, conducts an impairment analysis to ensure that the carrying value of each investment property does not exceed its estimated fair value.

-2524-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Notes to Financial Statements

(continued)

If an investment property is considered impaired, the Partnership would be required to record an impairment loss equal to the excess of carrying value over the estimated fair value.

In determining the value of an investment property and whether the property is impaired, management considers several factors which require difficult, complex and/or subjective judgments, such as projected sales prices, capital expenditures, assessment of current economic conditions, and management’s intent to hold on to a property until such time as a reasonable and acceptable offer is received. These factors are considered by management in determining the value of any particular property. The value of any particular property is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Should the actual results differ from management’s judgment, the valuation could be negatively or positively affected. The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management’s continuous process of analyzing each property.

The Partnership is required to pay a withholding tax to the Internal Revenue Service with respect to a Partner’s allocable share of the Partnership’s taxable net income if the Partner is a foreign person. Similarly, the Partnership is required to pay a withholding tax to the Illinois Department of Revenue for nonresident partners. The Partnership will first pay the withholding tax from the distributions to any nonresident and/or foreign partners, and to the extent that the tax exceeds the amount of distributions withheld, or if there have been no distributions to withhold, the excess will be accounted for as a distribution to such nonresident and/or foreign partners and recovered from a future distribution.

No provision for Federal income taxes has been made, as the liability for such taxes is that of the Partners rather than the Partnership.

The Partnership records are maintained on the accrual basis of accounting in accordance with GAAP. The Federal income tax return has been prepared from such records after making appropriate adjustments, if any, to reflect the Partnership’s accounts as adjusted for Federal income tax reporting purposes. Such adjustments are not recorded in the records of the Partnership. The net effect of these items is summarized as follows:

	2015						2014
	2016						2015
	GAAP			Tax Basis			GAAP			Tax Basis
	Basis			(unaudited)			Basis			(unaudited)
Total assets	$6,209,779	~~13,200,214~~		13,742,219	~~20,732,654~~		13,200,214	~~13,324,279~~		20,732,654	~~20,856,719~~
Partners’ capital:
General Partner		~~359~~357,~~392~~555			~~169~~135,~~772~~275			~~360~~359,~~096~~392			~~170~~169,~~476~~772
Limited Partners		125,~~800~~821,~~007~~432			2013,~~522~~576,~~069~~154			12,~~916~~800,~~474~~007			20,~~591~~522,~~692~~069
Net income (loss) allocated:
Net loss allocated:
General Partner		(~~704~~1,837	)		(~~704~~1,830	)		~~99,308~~(704	)		~~99,308~~(704	)
Limited Partners		(693,~~656~~425,386	)		(69745,~~656~~393	)		1(69,~~644,041~~656	)		1(69,~~644,041~~656	)
Net income (loss) per Limited Partnership Unit		(1.39	)		(1.39	)		32.84			32.84
Net loss per Limited Partnership Unit		(68.41	)		(14.89	)		(1.39	)		(1.39	)

The net ~~income (~~loss) per Unit is based upon the weighted average number of Units of 50,068 during ~~2015~~2016 and ~~2014~~2015.

-2625-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Notes to Financial Statements

(continued)

Recently Issued Accounting Guidance

In ~~April~~February ~~2014,~~2016 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2014~~2016-0802 Leases, which ~~includes amendments~~requires ~~that~~lessees ~~change~~to recognize on the ~~requirements~~balance ~~for~~sheet ~~reporting~~a ~~discontinued~~right-of-use ~~operations~~asset, ~~and~~representing ~~require~~its ~~additional~~right ~~disclosures~~to ~~about~~use ~~discontinued~~the underlying ~~operations.~~assets ~~Under~~for the ~~new guidance~~term, ~~only~~and ~~disposals representing~~ a ~~strategic~~lease ~~shift~~liability infor ~~operations~~all -leases ~~that~~with ~~is,~~terms agreater ~~major effect~~than on12 ~~the~~months. ~~organization’s~~The ~~operations~~guidance ~~and~~also ~~financial~~requires ~~results~~qualitative -and ~~should~~quantitative bedisclosures ~~presented~~designed asto ~~discontinued~~assess ~~operations.~~the ~~Examples~~amount, ~~include a disposal of a major geographic area~~timing, aand ~~major~~uncertainty ~~line~~ of ~~business,~~cash orflows aarising from ~~major equity method investment~~leases. ~~Additionally, the~~The ~~ASU~~standard requires ~~expanded~~the ~~disclosures~~use ~~about~~of ~~discontinued~~a ~~operations~~modified ~~that~~retrospective ~~will~~transition ~~provide~~approach, ~~financial~~which ~~statement~~includes ~~users~~a ~~with~~number ~~more~~of ~~information~~optional ~~about~~practical ~~the~~expedients ~~assets,~~that ~~liabilities,~~entities ~~income,~~may ~~and~~elect ~~expenses~~to ~~of discontinued operations~~apply. The new guidance is effective for ~~transactions~~ ~~that occur in~~ annual periods beginning ~~on or~~ after December 15, ~~2014~~2018, and in interim periods ~~within those years~~therein. ~~There~~Early ~~were~~application nois ~~land sales during 2015~~permitted. ~~During~~The ~~the~~impact ~~year~~of ~~ended December 31, 2014,~~ the ~~Partnership~~adoption ~~sold Parcel 4, resulting in net sales proceeds~~ of ~~$3,872,152~~this ~~and~~new aaccounting ~~gain~~standard on ~~sale of $1,812,539. Sales that occurred within~~ the ~~year ended December 31, 2014 are included within discontinued operations. The~~ Partnership’s ~~expects~~financials ~~the~~statements ~~new~~is ~~guidance~~currently tobeing ~~eliminate the reporting of discontinued operations from sales of parcels on a going forward basis~~evaluated.

In May 2014, the FASB issued ASU 2014-09 that introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership is currently evaluating the new guidance to determine the impact it will have on its ~~consolidated~~ financial statements including revenue recognition from sales of land parcels.

(2) Partnership Agreement

The Partnership Agreement prescribes the allocation of profits and losses, and the distribution priorities of available cash. If and to the extent that real estate taxes and insurance payable with respect to the Partnership’s land during a given year exceed revenues of the Partnership, the General Partner will make a Supplemental Capital Contribution of such amount to the Partnership to ensure that it has sufficient funds to make such payments and receives a special allocation of expenses in a like amount.

Profits and losses from operations (other than capital transactions) will be allocated 99% to the Limited Partners and 1% to the General Partner. The net gain from sales of Partnership properties is first allocated among the Partners in proportion to the negative balances, if any, in their respective capital accounts. Thereafter, except as provided below, net gain is allocated to the General Partner in an amount equal to the proceeds distributed to the General Partner from such sale and the balance of any net gain is allocated to the Limited Partners. If the amount of net gain realized from a sale is less than the amount of cash distributed to the General Partner from such sale, the Partnership will allocate income or gain to the General Partner in an amount equal to the excess of the cash distributed to the General Partner with respect to such sale as quickly as permitted by law. Any net loss from a sale will be allocated to the Limited Partners.

Distributions of Net Sale Proceeds will be allocated between the General Partner and the Limited Partners based upon both an aggregate overall return to the Limited Partners and a separate return with respect to each parcel of land purchased by the Partnership.

~~-27-~~As a general rule, Net Sale Proceeds will be distributed 90% to the Limited Partners and 10% to the General Partner until the Limited Partners have received from Net Sale Proceeds (i) a return of their Original Capital plus (ii) a noncompounded

Cumulative Preferred Return of 15% of their Invested Capital. However, with respect to each parcel of land, the General Partner’s 10% share will be subordinated until the Limited Partners receive a return of the Original Capital attributed to such parcel (“Parcel Capital”) plus a 6% per annum noncompounded Parcel Cumulative Preferred Return thereon.

-26-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Notes to Financial Statements

(continued)

AsAfter athe ~~general~~amounts ~~rule,~~described ~~Net~~in ~~Sale~~items ~~Proceeds~~(i) and ~~will~~(ii) beabove ~~distributed~~and ~~90%~~any previously subordinated distributions to the ~~Limited~~General ~~Partners~~Partner ~~and~~have ~~10%~~been topaid, and the ~~General Partner~~amount ~~until~~of ~~the~~any ~~Limited~~Supplemental ~~Partners~~Capital Contributions have ~~received~~been ~~from~~repaid ~~Net~~to ~~Sale~~the ~~Proceeds~~General ~~(i) a~~Partner, ~~return~~subsequent ofdistributions ~~their~~shall ~~Original~~be ~~Capital~~paid ~~plus~~75% ~~(ii) a~~to ~~noncompounded~~the ~~Cumulative~~Limited ~~Preferred~~Partners ~~Return~~and ~~of 15~~25% ofto ~~their~~the ~~Invested~~General Partner without considering Parcel Capital. ~~However~~If, ~~with~~after ~~respect~~all toNet ~~each~~Sale ~~parcel~~Proceeds ~~of land~~have been distributed, the General Partner’s ~~10%~~has ~~share~~received ~~will~~more bethan ~~subordinated~~25% ~~until~~of ~~the~~all ~~Limited~~Net ~~Partners~~Sale ~~receive~~Proceeds a(exclusive ~~return~~ of ~~the~~distributions ~~Original~~made ~~Capital attributed~~ to ~~such~~the ~~parcel~~Limited ~~(“Parcel~~Partners ~~Capital”)~~to ~~plus~~return atheir ~~6% per~~Original ~~annum noncompounded Parcel Cumulative Preferred Return thereon.~~

~~After the amounts described in items (i~~Capital) ~~and (ii) above and any previously subordinated distributions to the General Partner have been paid~~, ~~and~~ the ~~amount of any Supplemental Capital Contributions have been repaid to the~~ General Partner, ~~subsequent distributions~~ shall be paid 75% to the Limited Partners and 25% to the General Partner without considering Parcel Capital. If, after all Net Sale Proceeds have been distributed, the General Partner has received more than 25% of all Net Sale Proceeds (exclusive of distributions made to the Limited Partners to return their Original Capital), the General Partner shall contribute to the Partnership for distribution to the Limited Partners an amount equal to such excess.

Any distributions from Net Sale Proceeds at a time when Invested Capital is greater than zero shall be deemed applied first to the reduction of such Invested Capital before application to payment of any deficiency in the 15% Cumulative Preferred Return.

The term of the Partnership shall continue until December 31, 2039, unless sooner terminated as provided in the Partnership Agreement.

(3) ~~Discontinued Operations and~~ Investment Property Held for Sale

During the quarter ended March 31, 2016, the carrying value of the investment property held for sale, Parcel 8, was reduced to its fair value based on the actual sale which occurred in April 2016 and resulted in a provision for loss on investment property held for sale of $320,937. During the quarter ended September 30, 2016, the carrying value of the investment property held for sale, the farmland portion of Parcel 20, was reduced to its fair value of $2,061,813 resulting in a provision for loss on investment property held for sale of $265,000. For the year ended December 31, 2016, the provision for loss on investment property held for sale totaled $585,937 in regards to Parcel 8 and the farm portion of Parcel 20. For the years ended December 31, 2016 and 2015, there ~~were~~was no ~~land~~investment ~~sales~~property classified as assets held for sale. See Note 5 for a discussion regarding the valuation of the remaining portion of Parcel 20.

During the year ended December 31, 2014, the Partnership sold Parcel 4, resulting in a gain on sale of $1,812,539. Gain on sale of investment properties and the operations related to sold parcels are included in discontinued operations on the accompanying statements of operations for the years ended December 31, 2014. There is no investment property classified as held for sale as of December 31, 2015 and 2014, respectively.

(4) Transactions with Affiliates

The General Partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its affiliates relating to the administration of the Partnership. Such costs of $6882,~~738~~737 and $5468,~~651~~738 are included in professional services to affiliates and general and administrative expenses to affiliates for the years ended December 31, ~~2015~~2016 and ~~2014~~ 2015, respectively, of which $716,~~260~~190 and $7,~~726~~260 was unpaid as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

An affiliate of the General Partner ~~performs~~ performed marketing, advertising and auction services for the Partnership and iswas reimbursed (as set forth under terms of the Partnership Agreement) for direct costs. Such costs of $~~19,950~~0 and $219,~~832~~950 have been incurred and are included in marketing expenses to affiliates for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively, of which $0all ~~and $523~~ was ~~unpaid~~paid as of December 31, 2015 ~~and 2014, respectively~~.

An affiliate of the General Partner performs land improvements, rezoning, annexation and other activities to prepare the Partnership’s investment properties for sale and is reimbursed (as set forth under terms of the Partnership Agreement) for salaries and direct costs. For the years ended December 31, ~~2015~~2016 and ~~2014~~2015, the Partnership incurred $31,~~926~~289 and $173,~~417~~926, respectively, of such costs. Such costs are included in investment properties, of which $~~380~~0 and $~~3,185~~380 was unpaid as of December 31, ~~2015~~2016 and ~~2014~~2015, respectively. Also, an affiliate of the General Partner supervises the maintenance of the parcels. Such costs of $17,~~596~~417 and $21,~~055~~596 are included in land operating expenses to affiliates for the years ended December 31, 2016 and 2015, respectively, of which $1,200 and $0 was unpaid as of December 31, 2016 and 2015, respectively. The affiliate does not recognize a profit on any project.

~~-28-~~As of December 31, 2016 and 2015, the Partnership held all cash and cash equivalents with Inland Bank and Trust, an affiliate of the General Partner.

-27-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Notes to Financial Statements

(continued)

December 31, 2015 and 2014, respectively, of which $0 and $123 was unpaid as of December 31, 2015 and 2014, respectively. The affiliate does not recognize a profit on any project.

As of December 31, 2015 and 2014, the Partnership held all cash and cash equivalents with Inland Bank and Trust, an affiliate of the General Partner.

(5) Investment properties

As of December 31, ~~2015~~2016, the Partnership owned ~~two~~one ~~parcels~~parcel of land consisting of approximately ~~544~~44 acres. On April 15, 2016, the Partnership sold the remaining acreage of Parcel 8, resulting in net sales proceeds of $1,614,552. On November 17, 2016, the Partnership sold the farmland portion of Parcel 20, resulting in net sales proceeds of $2,084,246.

(a) The Partnership has taken the steps necessary to reduce costs and maintain sufficient reserves of cash and cash equivalents to cover all ~~our~~ costs for an extended period of time. During April 2016, a farm lease was signed for the tillable portion of Parcel 20. The rental income from this lease covered the real estate taxes and insurance expense for 2016. There were farm leases in place during 2015 ~~and 2014~~ which generated sufficient income to cover the costs of insurance expense and real estate taxes. ~~Our~~The ~~remaining~~General ~~land~~Partner ishas ~~not~~agreed ~~encumbered~~to bymake ~~debt~~a ~~and~~supplemental iscapital ~~located~~contribution into ~~areas~~the ~~that~~Partnership weif ~~believe~~and ~~are~~to in the ~~paths~~extent ofthat ~~future~~real ~~development.~~estate Astaxes ~~such,~~and insurance payable with respect to the Partnership’s ~~operated~~land during ~~2015~~a ~~with~~given ~~the~~year ~~intent~~exceed tothe ~~hold~~revenue onearned toby the ~~remaining~~Partnership ~~parcels~~from ~~until~~leasing its land during such ~~time~~year. asAny ~~reasonable~~supplemental ~~and~~capital ~~acceptable~~contribution ~~offers~~will ~~were~~be ~~received.~~repaid Inonly ~~addition~~after limited partners have received, onover athe ~~quarterly~~life ~~basis~~of the Partnership, a return of their original capital plus the 15% cumulative return. The Partnership’s ~~reviews~~remaining ~~impairment~~land ~~indicators~~is not encumbered by debt and ifis ~~necessary,~~located ~~conducts~~in an ~~impairment~~area ~~analysis~~that toit ~~ensure~~believes ~~that~~is in the ~~carrying~~path ~~value~~ of ~~each~~future ~~investment~~development. ~~property~~As ~~does~~such, ~~not~~the ~~exceed~~Partnership ~~its~~has ~~estimated~~the ~~fair~~ability ~~value.~~to Ifhold ~~this~~on ~~were~~ to ~~occur~~the remaining parcel until such time as a reasonable and acceptable offer is received; however, ~~the~~management ~~Partnership~~has ~~would~~formally bechanged ~~required~~its tointent ~~record~~from holding the remaining parcel for an ~~impairment~~indefinite ~~loss~~period ~~equal~~of time to ~~the~~attempting ~~excess~~to ofsell the ~~carrying~~parcel ~~value~~in ~~over~~ the ~~estimated~~next ~~fair~~year, ~~value~~if possible.

In addition, on a quarterly basis, the Partnership reviews impairment indicators and if necessary, conducts an impairment analysis to ensure that the carrying value of the investment property does not exceed its estimated fair value. If this were to occur, the Partnership would be required to record an impairment loss equal to the excess of the carrying value over the estimated fair value.

In determining the value of an investment property and whether the property is impaired, management considers several indicators which require difficult, complex and/or subjective judgments, such as projected sales prices, capital expenditures, assessment of current economic conditions, and management’s intent to hold on to a property until such time as a reasonable and acceptable offer is received. The aforementioned indicators are considered by management in determining the value of any particular property. The value of any particular property is sensitive to the actual results of any of these uncertain indicators, either individually or taken as a whole. Should the actual results differ from management’s judgment, the valuation could be negatively or positively affected.

The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management’s continuous process of analyzing each property. During the first quarter of 2016, management formally changed its intent from holding the remaining parcels for an indefinite period of time to attempting to sell the parcels in the next year, if possible. Management deemed the change in intent as a trigger for impairment. In addition, as a result of the sale of Parcel 8 on April 15, 2016, the Partnership has only one remaining land parcel. Based on offers and the knowledge of the real estate market gathered for the auction of Parcel 20, management determined the value of the parcel was impaired. For the years ended December 31, ~~2015~~2016 and ~~2014~~2015, the Partnership recorded an impairment of $2,680,000 and $0, respectively on Parcel 20, which reduced the ~~Partnership~~remaining ~~did~~book ~~not~~value ~~record~~to anthe ~~impairment~~estimated fair value. Subsequent costs incurred above the estimated fair value for the parcel that may be deemed to be impaired will be expensed and included in land operating expenses.

~~(b)~~-28- ~~Reconciliation of investment properties owned:~~

	2015		2014
Balance at January 1,	$	11,038,345		13,044,616
Additions during year		25,093		53,342
Sales during year		0		(2,059,613	)
Balance at December 31,	$	11,063,438		11,038,345

(c) The aggregate cost of investment properties owned at December 31, 2015 for Federal income tax purposes was $11,063,438 (unaudited).

(6) Rental Income

The Partnership has determined that all leases relating to the farm parcels are operating leases. Accordingly, rental income is reported when earned.

-29-

INLAND LAND APPRECIATION FUND II, L.P.

(a limited partnership)

Notes to Financial Statements

(continued)

As(b) ofReconciliation ~~December 31, 2015, the Partnership had farm leases~~ of ~~generally~~investment ~~one~~properties ~~year in duration, for approximately 426 acres of the approximately 544 acres~~ owned. :

(7) Litigation


	2016			2015
Balance at January 1,	$	11,063,438			11,038,345
Additions during year		1,289			25,093
Provision for loss on investment property held for sale		(585,937	)		0
Impairment loss on land		(2,680,000	)		0
Sale of investment property		(3,676,366	)		0


Balance at December 31,	$	4,122,424			11,063,438

~~On or about December 16, 2011, the Partnership received service of a Third Party Complaint filed by Bond Safeguard Insurance Company~~ (~~“Bond”~~c) ~~against the Partnership and Inland Real Estate Investment Corporation along with six other third party defendants.~~ The ~~lawsuit~~aggregate ~~had~~cost ~~been brought in the Circuit Court~~ of ~~the~~investment ~~Sixteenth~~properties ~~Judicial~~owned ~~Circuit~~at inDecember ~~Kane County~~31, ~~Illinois~~2016 ~~(the “Lawsuit”).~~for InFederal ~~the~~income ~~Lawsuit,~~tax ~~the~~purposes ~~County~~was ~~of Kane (the “County”) alleged that B&B Enterprises and/or Blackberry Creek Development Corporation (collectively “B&B”) were responsible for the relocation of~~ approximately ~~twenty-three power poles at an alleged cost of~~ $~~819~~6,~~740. Alternatively~~800,000 ~~the County alleged that either Bond or Commonwealth Edison Company~~ (~~“ComEd”~~unaudited) ~~was responsible for the cost of the pole relocation~~. On November 23, 2011, Bond filed an Answer denying the County’s allegations and had pled five affirmative defenses. The affirmative defenses generally alleged that the bond did not cover the pole relocation, that only one pole needed to be relocated at significantly less cost, and alternatively, that ComEd was responsible for any pole relocation costs. As alternative relief, Bond filed a Counterclaim against B&B and ComEd and a Third Party Complaint against the Partnership and four individuals (the “Individuals”) contending that, if Bond was deemed responsible for or settled the County’s allegations, then B&B, the Partnership, and/or the Individuals would bear some or all of this responsibility under a General Agreement of Indemnity. Bond also sought its attorneys’ fees based on such General Agreement of Indemnity.

On(6) ~~February 21,~~Rental ~~2012,~~Income ~~the Partnership filed an Answer and Affirmative Defenses denying the material allegations asserted by Bond.~~

On April 10, 2015, following discovery, Bond filed a Motion for Summary Judgment (the “Motion”) against the County seeking the dismissal with prejudice of the sole count alleged against Bond. Dismissal of the County’s complaint against Bond would result in the dismissal of Bond’s Third Party Complaint against the Partnership, and thus, the Partnership co-filed the Motion. The ~~Motion was granted in favor of the~~ Partnership byhas ~~written~~determined ~~Order~~that ~~dated August 6, 2015 (“the Summary Judgment Order”). On~~all ~~September 30,~~leases ~~2015,~~relating ~~at the request of Bond and the Partnership, the Court entered an Order that there was no just reason~~ to ~~delay~~ the ~~enforcement~~farm ~~of,~~parcels orare ~~the~~operating ~~appeal from, the Summary Judgment Order, which commenced the 30-day deadline for the filing of any appeal of the Summary Judgment Order~~leases. ~~No notice of appeal of the Summary Judgment Order has been served on the Partnership~~Accordingly, ~~and~~rental ~~the~~income ~~deadline~~is toreported ~~file~~when ~~such a notice has passed~~earned.

~~(8)~~As ~~Subsequent~~of ~~Events~~December 31, 2016, there was no farm lease in place, as the farmland of Parcel 20 was sold on November 17, 2016. As of December 31, 2015, the Partnership had farm leases of generally one year in duration for approximately 426 acres of the approximately 544 acres then owned.

(7) Subsequent Events

~~Subsequent~~On toJanuary 10, ~~year end~~2017, ~~management~~the ~~has~~Partnership ~~formally~~entered ~~changed~~into ~~its~~a ~~intent~~Real ~~from holding~~Estate ~~the~~Purchase ~~remaining~~and ~~parcels~~Sale ~~for~~Agreement anwith ~~indefinite~~a ~~period~~third ofparty ~~time~~purchaser to ~~attempting to~~ sell ~~the~~approximately ~~parcels~~30 inacres of ~~the~~Parcel ~~next~~20 ~~year,~~for ifa ~~possible.~~sales ~~During~~price ~~the first quarter~~ of ~~2016~~$2,800,000. ~~management~~The ~~received~~land ~~offers~~is ~~from~~being ~~third~~sold ~~parties~~“AS ~~interested~~IS” inbut ~~acquiring~~subject ato ~~portion~~usual ofand ~~the Partnership’s~~customary ~~remaining~~closing ~~land~~conditions. OnIn ~~March 1~~addition, ~~2016,~~ the ~~Partnership~~contract ~~entered~~is ~~into~~contingent aon ~~vacant~~the ~~land~~purchaser ~~purchase~~obtaining ~~and~~necessary ~~sale~~municipal ~~contract~~approvals ~~with~~for a multi-family ~~third~~development. ~~party~~Provided ~~purchaser~~the ~~for~~buyer ~~the~~performs ~~remaining~~pursuant ~~acreage~~to the terms of ~~Parcel~~the 8contract ~~for~~and athe ~~sales~~municipal ~~price~~approvals ofare $1obtained,~~712,940.~~ ~~Provided~~ the ~~buyer performs~~sale ~~pursuant~~is not expected to ~~the~~occur ~~terms~~until ofat least the ~~contract,~~third ~~the~~quarter ~~sale~~of 2017 and will result in the Partnership recognizing a ~~loss~~gain on sale for financial statement purposes of approximately $~~222~~600,000, before proration adjustments, selling costs and transfer taxes ~~and is expected to close during March 2016~~.

-30-

There are no other subsequent events to report that would have a material impact on the Partnership’s financial statements.

-29-

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements on accounting or financial disclosure matters during ~~2015~~2016.

Item 9(A). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to us is made known to the members of senior management and the Audit Committee.

Based on management’s evaluation as of December 31, ~~2015~~2016, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit 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.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, management concluded that our internal control over financial reporting was effective as of December 31, ~~2015~~2016. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

There were no changes to our internal controls over financial reporting during the fiscal quarter ended December 31, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9(B). Other Information

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our general partner, Inland Real Estate Investment Corporation (IREIC), was organized in 1984 for the purpose of acting as general partner of limited partnerships formed to acquire, own and operate real properties. The general partner is an indirect wholly-owned subsidiary of The Inland Group, Inc. The general partner has responsibility for all aspects of our operations including risk oversight. The directors of the general partner have diverse and lengthy experience in the real estate industry and are well-qualified to guide the Partnership.

During 2004, the board of directors of our general partner formalized our audit committee. The audit committee is not independent of our general partner and consists of Catherine L. Lynch, committee chair and audit committee financial expert, Guadalupe Griffin, Roberta S. Matlin and Cathleen M. Hrtanek. The audit committee is responsible for engaging our independent registered public accounting firm, reviewing the plans and results of the audit engagement with our independent registered public accounting firm and consulting with the independent registered public accounting firm regarding the adequacy of our internal accounting controls.

Our general partner has a code of ethics that applies to all of its employees. We will provide the code of ethics free of charge upon written request to our Investor Services department in care of the general partner of our Partnership at 2901 Butterfield Road, Oak Brook, IL 60523.

Officers and Directors

The officers, directors, and key employees of IREIC and its affiliates that are likely to provide services to the Partnership are as follows. Ages are listed as of January 1, ~~2016~~2017.

Functional Title Daniel L. Goodwin ~~Director~~Chairman of IREIC Robert H. Baum Director, General Counsel of IREIC Robert D. Parks ~~Chairman~~Director of IREIC Mitchell A. Sabshon Director, Chief Executive Officer and President of IREIC Catherine L. Lynch Director, Chief Financial Officer, Treasurer and Secretary of IREIC Roberta S. Matlin Director and Senior Vice President of IREIC Guadalupe Griffin Senior Vice President of IREIC-Asset Management and Principal Executive Officer of the Partnership Donna Urbain Principal Financial Officer of the Partnership and Vice President – Controller of IREIC Cathleen M. Hrtanek Associate Counsel and Vice President, The Inland Real Estate Group, Inc., counsel to the Partnership

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DANIEL L. GOODWIN (age 73) is the chairman of the board and chief executive officer of The Inland Group, Inc., headquartered in Oak Brook, Illinois. Inland is comprised of separate real estate investment and financial companies with managed assets with a value of approximately $8.8 billion, doing business nationwide with a presence in 43 states, as of September 30, 2016. Inland owns and manages properties in all real estate sectors, including retail, office, industrial and apartments. Mr. Goodwin also serves as a director or officer of entities wholly owned or controlled by The Inland Group. In addition, Mr. Goodwin has served as the chairman of the board and chief executive officer of Inland Mortgage Investment Corporation since March 1990 and chairman, director, and chief executive officer of Inland Bancorp, Inc., a bank holding company, since January 2001. Mr. Goodwin served as a director of Inland Real Estate Corporation (n/k/a IRC Retail Centers LLC) (IRC) from 2001 until its merger in March 2016, and served as its chairman of the board from 2004 to April 2008. Mr. Goodwin became a director and the chairman of the board of Inland Real Estate Income Trust, Inc. in July 2012 and of Inland Residential Properties Trust, Inc. in December 2013. He is also the chairman of the National Association of Real Estate Investment Trusts Public Non-Listed REIT Council and a director of the Chicago Better Government Association.

Housing. Mr. Goodwin is a member of the National Association of Realtors President’s Circle, the National Association of Realtors Hall of Fame, the Illinois Association of Realtors Hall of Fame and the Chicago Association of Realtors Hall of Fame. He is also the author of a nationally recognized real estate reference book for the management of residential properties. Mr. Goodwin served on the Board of the Illinois State Affordable Housing Trust Fund. He served as an advisor for the Office of Housing Coordination Services of the State of Illinois, and as a member of the Seniors Housing Committee of the National Multi-Housing Council. He has served as Chairman of the DuPage County Affordable Housing Task Force. Mr. Goodwin also founded New Directions Housing Corporation, a not for profit entity that develops affordable housing for low income individuals.

Education. Mr. Goodwin obtained his bachelor’s degree and master’s degree from Illinois State universities. Following graduation, he taught for five years in the Chicago Public Schools. Over the past twenty years, Mr. Goodwin served as a member of the Board of Governors of Illinois State Colleges and Universities, vice chairman of the Board of Trustees of Benedictine University, vice chairman of the Board of Trustees of Springfield College, and chairman of the Board of Trustees of Northeastern Illinois University.

ROBERT H. BAUM (age 73) has been with The Inland Real Estate Group, Inc. and its affiliates since 1968 and is one of the four original principals. He is a Vice Chairman and Executive Vice President and General Counsel of The Inland Real Estate Group, Inc. In his capacity as General Counsel, Mr. Baum is responsible for the supervision of the legal activities of The Inland Real Estate Group, Inc. and its affiliates. This responsibility includes the supervision of the Inland Law Department and serving as liaison with outside counsel.

Following his graduation from Northwestern University School of Law in 1967, Mr. Baum took a teaching position in the Chicago Public School System where he met the three other teaching associates who together with him became the founding principals of Inland. In 1968, he began his practice of law in Chicago with Shulman and Baum, a labor law firm. In January, 1973, Mr. Baum joined Inland on a full-time basis as its General Counsel, a position he has held since that time.

Mr. Baum has served as a member of the North American Securities Administrators Association Real Estate Advisory Committee and as a member of the Securities Advisory Committee to the Secretary of State of Illinois. He is a member of the American Corporation Counsel Association and The Private Company General Counsel Group and has also been a guest lecturer for the Illinois State Bar Association and Northwestern University School of Law. Mr. Baum has been admitted to practice before the Supreme Court of the United States, as well as the bars of several federal courts of appeals and federal district courts and the State of Illinois. He is also an Illinois licensed real estate broker. He has served as a director of American National Bank of DuPage and Inland Bank & Trust and currently serves as a director of Inland Bancorp, Inc., a bank holding company.

Mr. Baum is a member of the Board of Trustees of Window to the World Communications, Inc., Chicago’s premier public media organization that creates and presents unique content for television (WTTW, Channel 11), radio (WFMT, 98.7 FM) and digital media.

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DANIEL L. GOODWIN (age 72) was the founder of the Inland real estate organization in May 1968 and is currently the controlling stockholder, chairman of the board and chief executive officer of The Inland Group, Inc., a holding company that was formed in July 1982. Mr. ~~Goodwin~~Baum is also ~~serves as~~ a ~~director~~Lifetime orTrustee ~~officer~~and ~~of entities wholly owned or controlled by The Inland Group. In addition, Mr. Goodwin~~ has served as ~~the~~a ~~chairman~~member of the ~~board~~Board ~~and chief executive officer~~ of ~~Inland~~Directors ~~Mortgage Investment Corporation since March 1990 and chairman and chief executive officer~~ of Wellness ~~Inland Bancorp~~House, ~~Inc.,~~ a ~~bank~~charitable ~~holding~~organization ~~company,~~that ~~since~~helps ~~January~~cancer ~~2001.~~patients ~~Mr. Goodwin~~improve ~~also~~the ~~has~~quality ~~served as a director~~ of ~~Inland~~their ~~Real~~lives ~~Estate~~by ~~Corporation~~providing ~~(IRC),~~programs aemphasizing ~~publicly~~emotional ~~traded~~support ~~real estate investment trust, since 2001,~~ and ~~served~~information as ~~its~~a ~~chairman~~vital ofcomplement ~~the board from 2004~~ to ~~April~~medical ~~2008. Mr. Goodwin became a director and the chairman of the board of Inland Real Estate Income Trust~~treatment, ~~Inc.~~all infor ~~July~~no ~~2012 and of Inland Residential Properties Trust, Inc~~charge. ~~in December 2013.~~

~~Housing.~~He ~~Mr. Goodwin~~ is also a ~~member~~Governing ofMember ~~the National Association~~ of ~~Realtors,~~ the ~~Illinois~~Chicago ~~Association~~Symphony ofOrchestra ~~Realtors, the Northern Illinois Commercial Association of Realtors,~~ and ~~was~~a ~~inducted~~Sponsor ~~into the Hall~~ of ~~Fame of~~ the ~~Chicago~~Civic ~~Association~~Orchestra of ~~Realtors in 2005~~Chicago. HeIn isaddition, ~~also the author of a nationally recognized real estate reference book for the management of residential properties.~~ Mr. ~~Goodwin~~Baum was ~~served~~named ona ~~the~~Paul ~~Board~~Harris ofFellow ~~the~~by ~~Illinois~~The ~~State~~Rotary ~~Affordable~~Foundation ~~Housing~~of ~~Trust~~Rotary ~~Fund~~International. He ~~served~~is asalso ~~an advisor for the Office of Housing Coordination Services of the State of Illinois, and as~~ a past member of the ~~Seniors~~Men’s ~~Housing~~Council ~~Committee~~ of the ~~National~~Museum ~~Multi-Housing Council. He has served as Chairman~~ of ~~the~~Contemporary ~~DuPage~~Art ~~County~~in ~~Affordable Housing Task Force~~Chicago. ~~Mr. Goodwin also founded New Directions Affordable Housing Corporation, a not for profit entity.~~

~~Education.~~ROBERT MrD. ~~Goodwin~~ ~~obtained~~PARKS ~~his~~(age ~~bachelor~~73) ~~degree~~has ~~from~~over ~~Northeastern~~forty ~~Illinois~~years ~~University,~~of experience in ~~Chicago~~the commercial real estate industry, ~~and~~having ~~his~~been ~~master’s degree~~a ~~from~~principal ~~Northern~~of ~~Illinois~~the ~~University,~~Inland inreal estate ~~DeKalb.~~organization ~~Following~~since ~~graduation,~~May he1968. ~~taught~~Mr. Parks ~~for~~is ~~five~~a ~~years~~Director inof ~~the~~The ~~Chicago~~Inland ~~Public~~Group, ~~Schools~~Inc. ~~Over~~and ~~the~~one ~~past~~of ~~twenty~~its ~~years,~~four original principals. Mr. ~~Goodwin~~Parks is also a Director of Inland Real Estate Investment Corporation and a Director of Inland Private Capital Corporation. He served as chairman of IREIC from November 1984 to December 2016. He was a ~~member~~Director of ~~the~~Inland ~~Board~~Investment ofAdvisors, ~~Governors~~Inc. from June 1995 to May 2013 and a Director of ~~Illinois~~Inland ~~State~~Securities ~~Colleges~~Corporation from August 1984 until June 2009. He was a Director of Inland Real Estate Corporation from 1994 through June 2008 and ~~Universities,~~served ~~vice~~as chairman of the ~~Board~~board from May 1994 to May 2004 and its President and Chief Executive Officer from 1994 to April 2008. He was a Director and chairman of ~~Trustees~~the board of ~~Benedictine~~Inland ~~University~~Retail Real Estate Trust, ~~vice~~Inc. from its inception in September 1998 to March 2006, and as chief executive officer until December 2004, and as the chairman of the ~~Board~~board and a Director of ~~Trustees~~Retail Properties of ~~Springfield~~America, ~~College~~Inc. (formerly, ~~and~~Inland Western Retail Real Estate Trust, Inc.) from its inception in March 2003 to October 2010. Mr. Parks also served as the chairman of the ~~Board~~board and a Director of ~~Trustees~~Inland Diversified Real Estate Trust, Inc. from its inception in June 2008 through July 2014, and InvenTrust Properties Corp. (formerly, Inland American Real Estate Trust, Inc.) from October 2004 through February 2015. He was also a Director of ~~Northeastern~~Inland ~~Illinois~~Institutional ~~University~~Capital Partners Corporation from May 2006 until August 2012.

~~ROBERT~~Prior H.to ~~BAUM~~joining ~~(age 72) has been a principal of the~~ Inland, ~~real~~Mr. Parks ~~estate~~taught ~~organization~~in ~~since~~Chicago’s ~~May~~public ~~1968~~schools. ~~and~~He isreceived ~~currently~~his ~~the~~B.A. ~~vice~~Degree ~~chairman and~~from ~~executive~~Northeastern ~~vice~~Illinois ~~president~~University and ~~general~~his ~~counsel of The Inland Group, positions he has held since July 1982 and January 1973, respectively~~M.A. InDegree ~~his~~from ~~capacity~~the asUniversity ~~general~~of ~~counsel, Mr~~Chicago. ~~Baum~~ He is ~~responsible~~a ~~for~~member ~~the supervision~~ of the ~~legal~~National ~~activities~~Association of ~~The~~ ~~Inland~~Real ~~Group~~Estate ~~and~~Investment ~~its~~Trusts ~~affiliates~~(NAREIT). ~~This includes supervising the Inland Law Department and serving as liaison with outside counsel.~~

MITCHELL A. SABSHON (age 64) is a director, chief executive officer and president of IREIC, positions he has held since September 2013, August 2013 and January 2014, respectively. Mr. ~~Baum~~Sabshon has also served as a ~~member~~director and Chairman of the ~~North~~Board ~~American~~of ~~Securities~~Inland ~~Administrators~~Private ~~Association~~Capital ~~Real~~Corporation ~~Estate~~since ~~Advisory~~September ~~Committee~~2013 and asJanuary 2015, respectively and a ~~member~~ director of ~~the~~Inland Securities ~~Advisory~~Corporation since ~~Committee~~January to2014. ~~the~~He ~~Secretary~~is ofa ~~State~~director and president and chief executive officer of ~~Illinois~~Inland Residential Properties Trust, Inc. and its business manager, positions he has held since December 2013. He is a ~~member~~director, chief executive officer and president of ~~the~~Inland ~~American~~Real ~~Corporation~~Estate ~~Counsel~~Income ~~Association~~Trust, ~~and~~Inc., positions he has ~~also~~held ~~been~~since September 2014, April 2014 and December 2016, respectively, and a ~~guest~~director ~~lecturer~~and ~~for~~president ~~the~~of ~~Illinois~~its ~~State~~business ~~Bar~~manager, ~~Association~~positions he has held since October 2013 and December 2016, respectively. Mr. ~~Baum~~Sabshon also serves as the chairman of the board of directors and chief executive officer of InPoint Commercial Real Estate Income, Inc. (“InPoint”), positions he has ~~been admitted~~held tosince ~~practice~~September ~~before~~2016 and October 2016, respectively, and as the ~~Supreme~~chief ~~Court~~executive officer of the ~~United~~InPoint ~~States~~advisor since August 2016. Prior to joining IREIC in August 2013, asMr. Sabshon ~~well~~served as ~~the~~executive ~~bars~~vice president and chief operating officer of Cole Real Estate Investments, Inc. (“Cole”) from November 2010 to June 2013. As chief operating officer, Mr. Sabshon oversaw the company’s finance, property management, asset management and leasing operations. Prior to joining Cole in November 2010, Mr. Sabshon held several ~~federal~~senior ~~courts~~executive ofpositions ~~appeals~~at leading financial services firms. He spent almost 10 years at Goldman Sachs Commercial Mortgage Capital. He also served as senior vice president in Lehman Brothers’ real estate investment banking group. Prior to joining Lehman Brothers, Mr. Sabshon was an attorney in the corporate and ~~federal~~real ~~district~~estate ~~courts~~structured finance practice groups of Skadden, Arps, Slate, Meagher and Flom in New York. Mr. Sabshon was the Chair-Elect ~~State~~of the Investment Program Association (the “IPA”) for 2016 and became Chairman of ~~Illinois~~the IPA on January 1, 2017. He is also a ~~licensed~~member ~~real~~of ~~estate~~the ~~broker.~~Real HeEstate ~~has~~Roundtable, ~~served~~the asInternational aCouncil ~~director~~of Shopping Centers, the Urban Land Institute, the Commercial Real Estate Finance Council, the Mortgage Bankers Association, and a member of ~~American~~the ~~National~~Board ~~Bank~~of Trustees of ~~DuPage~~the ~~and~~American ~~Inland~~Friends ~~Bank~~of ~~and~~Hebrew ~~currently~~University—Midwest ~~serves~~Region. asMr. Sabshon is a ~~director~~member of ~~Inland~~the ~~Bancorp,~~New ~~Inc~~York State Bar., He also holds a ~~bank~~real ~~holding~~estate ~~company~~broker license in New York. Mr. Sabshon received his juris doctor from Hofstra University School of Law and his bachelor degree from George Washington University.

MrCATHERINE L. ~~Baum~~ isLYNCH a(age ~~past~~58) ~~member~~joined ofInland ~~the Men’s Council of the Museum of Contemporary Art~~ in ~~Chicago.~~1989 ~~Mr. Baum is a lifetime trustee~~ and has ~~served~~been as a ~~member~~director of ~~the~~The ~~board~~Inland ofGroup ~~directors~~since ofJune ~~Wellness~~2012. ~~House,~~She aserves ~~charitable~~as ~~organization that exists to improve~~ the ~~quality~~treasurer ~~of life for people whose lives have been affected by cancer~~ and ~~its treatment by providing psychological and educational~~ ~~support~~secretary to(since ~~cancer~~January ~~patients~~1995), ~~their~~the ~~families~~chief ~~and~~financial ~~friends.~~officer He(since isJanuary ~~also~~2011) aand ~~governing member of the Chicago Symphony Orchestra. Mr. Baum received~~ a ~~bachelor~~director ~~degree~~(since ~~from~~April ~~The~~2011) ~~University~~ of ~~Wisconsin,~~IREIC ~~in Madison,~~ and as a ~~juris~~director ~~doctor~~(since ~~degree~~July ~~from~~2000) ~~The Northwestern~~and ~~University~~chief ~~School~~financial ofofficer ~~Law,~~and insecretary ~~Chicago, Illinois.~~ (since

ROBERT D. PARKS (age 72) has over forty years of experience in the commercial real estate industry, having been a principal of the Inland real estate organization since May 1968. Mr. Parks is currently chairman of IREIC, a position he has held since November 1984. He has also served as a director of Inland Investment Advisors, Inc. since June 1995, and served as a director of Inland Securities Corporation from August 1984 until June 2009. He served as a director of Inland Real Estate Corporation from 1994 to June 2008, and served as chairman of the board from May 1994 to May 2004 and president and chief executive officer from 1994 to April 2008. He also served as a director and chairman of the board of Inland Retail Real Estate Trust, Inc. from its inception in September 1998 to March 2006, and as chief executive officer until December 2004, and as the chairman of the board and a director of Retail Properties of America, Inc. (formerly, Inland Western Retail Real Estate Trust, Inc.) from its inception in March 2003 to October 2010. Mr. Parks

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June 1995) of Inland Securities Corporation. Ms. Lynch also has served as ~~the~~a ~~chairman~~director of Inland Private Capital Corporation since May 2012. She has served as the ~~board~~chief financial officer of Inland Real Estate Income Trust, Inc. since April 2014 and as a director of ~~Inland~~its ~~Diversified~~business ~~Real~~manager ~~Estate~~since August 2011. She has also served as the chief financial officer of Inland Residential Properties Trust, Inc. ~~from~~and its ~~inception~~business inmanager ~~June~~since December ~~2008~~2013 ~~through~~and ~~July~~as ~~2014,~~treasurer of its business manager since December 2013. Ms. Lynch also serves as the chief financial officer and treasurer (since October 2016) of ~~InvenTrust~~InPoint ~~Properties~~and ~~Corp.~~as the chief financial officer and treasurer of the InPoint advisor (~~formerly,~~since ~~Inland~~August ~~American~~2016). ~~Real~~Ms. Lynch ~~Estate~~served ~~Trust~~as the treasurer of Inland Capital Markets Group, Inc.) from January 2008 until October ~~2004~~2010, as a director and treasurer of Inland Investment Advisors, Inc. from June 1995 through ~~February~~December ~~2015~~2014 and as a director and treasurer of Inland Institutional Capital Partners Corporation from May 2006 through December 2014. Ms. Lynch worked for KPMG Peat Marwick LLP from 1980 to 1989. Ms. Lynch received her bachelor degree in accounting from Illinois State University in Normal. Ms. Lynch is a certified public accountant and a member of the American Institute of Certified Public Accountants and the Illinois CPA Society. Ms. Lynch also is registered with FINRA as a financial operations principal.

HeROBERTA ~~received~~S. ~~his~~MATLIN ~~bachelor~~(age ~~degree~~72) ~~from~~joined ~~Northeastern~~IREIC ~~Illinois~~in 1984 as director of investor administration. In 1993 she was promoted to ~~University~~a senior vice president of IREIC, and in ~~Chicago~~1998 became a director of IREIC. Since January 2015 she has served as a senior vice president of The Inland Real Estate Group, ~~Illinois~~Inc. responsible for special projects for the Chairman of The Inland Group, Inc. In ~~and~~July ~~his~~2014 ~~master’s~~Ms. Matlin ~~degree~~was ~~from~~named the ~~University~~Chairman of ~~Chicago~~The ~~and~~Inland ~~later~~Real ~~taught~~Estate inGroup ~~Chicago’s~~of ~~public~~Companies, ~~schools~~Inc. He(“Inland”) Charities Committee, which is responsible for managing all charitable donations on behalf Inland. Also Ms. Matlin has been a ~~member~~director of ~~the~~Inland ~~National~~Private ~~Association~~Capital Corporation since May 2001, and she has served as vice president of ~~Real~~Inland ~~Estate~~Institutional Capital Partners Corporation since May 2006 and a director since August 2012. She has served as president of Inland Opportunity Business Manager & Advisor, Inc. since April 2009. Since December 2007 Ms. Matlin has served as a director of Pan American Bank and since January 2012 as chair of its audit committee. Ms. Matlin served as a trustee and executive vice president of Inland Mutual Fund Trust from 2001 until 2004.She also has served as a director and president of Inland Investment ~~Trusts~~Advisors, orInc. ~~“NAREIT~~since June 1995 and a director and president of Inland Securities Corporation from July 1995 to March 1997 and director and vice president since April 1997.”

~~MITCHELL A~~Ms. Matlin ~~SABSHON (age 63)~~ is aand ~~director,~~was ~~chief~~responsible ~~executive~~for ~~officer~~the non-legal ~~and~~corporate ~~president~~governance administration of ~~IREIC,~~various ~~positions~~real heestate ~~has~~investment ~~held~~trusts ~~since September 2013, August 2013~~ and ~~January~~their ~~2014,~~business ~~respectively.~~managers ~~Mr. Sabshon~~that ~~has~~were ~~also~~sponsored ~~served~~by asIREIC. aSpecifically, ~~director~~since ofAugust ~~Inland~~2011 ~~Private~~she ~~Capital~~has ~~Corporation~~served ~~since~~as ~~September~~vice ~~2013~~president of ~~and~~administration ~~a director~~ of Inland ~~Securities~~Real ~~Corporation~~Estate ~~since~~Income ~~January~~Trust, ~~2014~~Inc. ~~He is a director~~ and ~~president~~ ~~and~~IREIT ~~chief~~Business ~~executive~~Manager & ~~officer of Inland Residential Properties Trust~~Advisor, Inc. ~~and its business manager~~, ~~positions he has held~~ since December 2013. Heshe ishas aserved ~~director~~as ~~and~~vice ~~the~~president ~~chief~~of ~~executive~~administration ~~officer~~for of Inland ~~Real~~Residential ~~Estate~~Business ~~Income~~Manager & ~~Trust~~Advisor, Inc., ~~positions~~and ~~he has held~~ since ~~September~~October ~~and~~2016 ~~April~~she ~~2014,~~has ~~respectively,~~served ~~and~~as avice ~~director~~president of ~~its~~administration ~~business~~for ~~manager,~~Inland aInPoint ~~position~~Advisor, ~~he has held since October 2013~~LLC. From June ~~Prior~~2008 tountil ~~joining~~July ~~IREIC~~2014 ~~in August 2013, Mr~~Ms. ~~Sabshon~~Matlin served as ~~executive~~ vice president ~~and chief~~of ~~operating~~administration ~~officer~~ of Inland ~~Cole~~Diversified Real Estate ~~Investments~~Trust, Inc. ~~from~~and ~~November~~served ~~2010~~as tothe ~~June~~president ~~2013.~~of InInland ~~this~~Diversified ~~role~~Business Manager & Advisor, heInc. ~~was~~from ~~responsible~~June ~~for~~2008 ~~finance,~~through ~~asset~~May ~~management,~~2009 ~~property~~and ~~management,~~then ~~leasing~~as ~~and~~its ~~high~~vice ~~yield~~president ~~portfolio~~until ~~management~~July 2014. HeShe ~~also~~served ~~worked~~as onvice apresident of ~~broad~~administration ~~range~~ of ~~initiatives~~Inland ~~across~~American ~~the Cole~~ Real Estate ~~Investments organization~~Trust, ~~including~~Inc. ~~issues~~from ~~pertaining~~in toOctober ~~corporate~~2004 ~~and~~until ~~portfolio~~February ~~strategy,~~2014 ~~product~~when ~~development~~Inland ~~and~~American ~~systems.~~became ~~Prior to joining Cole Real Estate Investments in November 2010, Mr~~self-managed. ~~Sabshon~~ She served as ~~managing~~president ~~partner and chief investment officer~~ of ~~EndPoint~~Inland ~~Financial~~American ~~LLC,~~Business anManager & ~~advisory~~Advisor ~~firm providing acquisition and finance advisory services to equity investors,~~ from ~~2008~~October to2004 ~~2010. Mr. Sabshon was a licensed person~~until ~~with~~January ~~The~~2012 ~~OBEX~~and ~~Group~~then ~~from~~as ~~April~~its ~~2009~~vice ~~through~~president ~~November~~until ~~2009~~February 2014. MrMs. ~~Sabshon~~Matlin served as ~~chief investment officer and executive~~ vice president of ~~GFI~~administration ~~Capital Resources Group, Inc., a national owner-operator~~ of ~~multifamily~~Inland ~~properties,~~Western ~~from~~Retail ~~2007~~Real toEstate ~~2008. Prior to joining GFI~~Trust, MrInc. ~~Sabshon~~ ~~served with Goldman Sachs & Company~~ from ~~2004~~2003 tountil 2007 ~~and from 1997 to 2002 in several key strategic roles~~, ~~including~~vice president ~~and~~of ~~chief~~administration ~~executive officer~~ of ~~Goldman~~Inland ~~Sachs~~Retail ~~Commercial Mortgage Capital~~Real ~~and~~Estate ~~head of the Insurance Client Development Group. From 2002 to 2004~~Trust, ~~Mr. Sabshon was executive director of the U.S. Institutional Sales Group at Morgan Stanley. Mr. Sabshon held various positions at Lehman Brothers~~ Inc. from ~~1991~~1998 ~~to 1997~~until 2004, ~~including~~and ~~as senior~~ vice president inof ~~the~~administration ~~Real~~of ~~Estate~~Inland ~~Investment Banking Group. Prior to joining Lehman Brothers, Mr. Sabshon was an attorney in the Corporate Finance and~~ Real Estate ~~Structured~~Corporation ~~Finance groups of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Sabshon received his juris doctor~~ from ~~Hofstra~~1995 ~~University~~until ~~School of Law and his bachelor degree from George Washington University~~2000.

~~CATHERINE~~Prior L.to ~~LYNCH~~joining ~~(age 57) joined~~ Inland ~~in 1989 and has been a director of The Inland Group since June 2012. She serves as the treasurer and secretary (since January 1995)~~, the chief financial officer (since January 2011) and a director (since April 2011) of IREIC and as a director (since July 2000) and chief financial officer and secretary (since June 1995) of Inland Securities Corporation. Ms. ~~Lynch~~Matlin ~~also~~worked ~~has~~for ~~served~~the asChicago aRegion ~~director and treasurer~~ of ~~Inland~~the ~~Investment~~Social ~~Advisors,~~Security ~~Inc.~~Administration ~~from June 1995 through December 2014, as a director and treasurer~~ of ~~Inland~~the ~~Institutional~~United ~~Capital~~States ~~Partners Corporation from May 2006 through~~Department ~~December~~of ~~2014~~Health and asHuman ~~a director of Inland Private Capital Corporation since May 2012~~Services. ~~She has served as the chief financial officer of Inland Real Estate Income Trust, Inc~~Ms. Matlin ~~since~~is ~~April 2014 and as~~ a ~~director~~graduate of ~~its business manager since August 2011. She has also served as~~ the ~~chief~~University ~~financial officer~~ of Inland Residential Properties Trust, Inc. and its business manager since December 2013 and as treasurer of its business manager since December 2013. Ms. Lynch worked for KPMG Peat Marwick LLP from 1980 to 1989. Ms. Lynch received her bachelor degree in accounting from Illinois ~~State University~~ in ~~Normal~~Champaign. ~~Ms. Lynch~~She isholds aSeries ~~certified~~7, ~~public~~22, ~~accountant~~24, ~~and~~39, a63, ~~member~~65, of79 ~~the American Institute of Certified Public Accountants~~ and ~~the~~99 ~~Illinois~~registrations ~~CPA Society. Ms. Lynch also is registered~~ with FINRA ~~as a financial operations principal~~.

~~ROBERTA~~GUADALUPE S.GRIFFIN ~~MATLIN~~ (age 71 52) joined ~~IREIC~~Inland in ~~1984~~1994. asMs. Griffin ~~director~~serves ofas ~~investor~~principal ~~administration~~executive ~~and~~officer ~~currently~~of ~~serves~~the asPartnership a(since ~~director~~January 2014), ~~and~~ senior vice president of– ~~IREIC.~~asset ~~Ms. Matlin~~management ~~has~~of ~~served~~IREIC, asand aassistant ~~senior~~ vice president of ~~The~~ Inland ~~Real~~Midwest ~~Estate~~Investment ~~Group,~~Corporation. ~~Inc~~Ms. Griffin ~~since~~is ~~January~~responsible ~~2015~~for investor communications, ~~and~~ ~~she~~the ~~has~~asset ~~been~~management aand ~~director~~day-to-day operations of ~~Inland~~the ~~Private~~public ~~Capital~~and ~~Corporation~~private ~~since~~partnerships ~~May~~and ~~2001,~~limited aliability ~~vice~~companies ~~president~~sponsored ofby ~~Inland~~IREIC, ~~Institutional~~which ~~Capital~~include ~~Partners~~the ~~Corporation~~development ~~since~~of ~~May~~operating ~~2006~~ and adisposition strategies. ~~director since August 2012~~Ms. Griffin ~~She~~ also has served as a director and vice president of ~~Inland~~ ~~Investment Advisors, Inc. since June 1995 and~~ Intervest Southern Real Estate Corporation since ~~July~~January ~~1995,~~2015 and aMarch ~~director~~2006, ~~and~~respectively, vice president of Inland ~~Securities~~Opportunity ~~Corporation~~Business ~~from~~Manager & ~~July~~Advisor, Inc. ~~1995 to March 1997 and director and vice president~~ since April ~~1997.~~ ~~Since December 2007~~2009, ~~Ms. Matlin~~and ~~has~~senior ~~served as a director of Pan American Bank. Ms. Matlin served as~~ vice president of ~~administration of~~ Inland ~~Diversified~~Investment Real Estate ~~Trust~~Services, Inc., ~~from~~Inland ~~June~~Commercial ~~2008~~Real ~~through~~Estate ~~July~~Services ~~2014~~LLC and ~~also~~Inland ~~served~~Residential ~~as the~~Real ~~president~~Estate ofServices ~~Inland~~LLC ~~Diversified~~since ~~Business~~January ~~Manager~~2015. Ms. &Griffin ~~Advisor,~~is a licensed real estate broker.

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~~Inc.~~DONNA ~~from~~URBAIN ~~June~~(age ~~2008~~54) ~~through~~joined ~~May 2009. She has served as president of~~ Inland ~~Opportunity~~in ~~Business~~2002 ~~Manager & Advisor, Inc. since April 2009,~~ and asis ~~vice~~the ~~president~~principal offinancial ~~administration~~officer of ~~InvenTrust~~ ~~Properties Corp~~the Partnership. ~~(formerly, Inland American Real Estate Trust, Inc.) since its inception in October 2004 through February 2014.~~ Ms. ~~Matlin~~Urbain ~~served~~is asresponsible ~~president~~for ofthe ~~Inland~~investment ~~American~~accounting ~~Business~~department ~~Manager &~~which ~~Advisor,~~includes ~~Inc.~~all ~~from~~public ~~October 2004~~partnership ~~until~~accounting ~~January~~functions ~~2012,~~along ~~and~~with aquarterly ~~vice president~~ and ~~director~~annual ~~since~~SEC ~~March~~filings. ~~2014 and June 2013, respectively~~Ms. Urbain ~~She has~~ also ~~served~~serves as vice president of– controller ~~administration~~ of ~~Inland Residential Business Manager & Advisor, Inc~~IREIC. ~~since~~Prior ~~December~~to ~~2013,~~joining ~~as vice president of administration of~~ Inland ~~Real Estate Income Trust~~, ~~Inc~~Ms. ~~and IREIT Business Manager~~ &Urbain ~~Advisor,~~worked ~~Inc.~~in ~~since~~the ~~August~~field ~~2011, and as vice president~~ of ~~administration~~public ofaccounting ~~Inland~~for ~~Western~~KPMG ~~Retail~~LLP. ~~Real Estate Trust, Inc~~Ms. Urbain ~~(n/k/~~is a ~~Retail Properties~~Certified ofPublic ~~America, Inc~~Accountant.) ~~from~~She ~~2003~~received ~~until~~her ~~2007~~B.B.A. ~~She~~in ~~has~~Accounting ~~also served as vice president of administration of Inland Retail Real Estate Trust, Inc.~~ from ~~1998~~the ~~until~~University ~~2004, vice president~~ of ~~administration~~Notre ofDame ~~Inland~~in ~~Real Estate Corporation from 1995~~South ~~until~~Bend, ~~2000 and trustee and executive vice president of Inland Mutual Fund Trust from 2001 until 2004~~Indiana.

~~Prior~~CATHLEEN toM. ~~joining~~HRTANEK (age 40) joined Inland, in 2005 and is an associate counsel and vice president of The Inland Real Estate Group, Inc. In her capacity as associate counsel, Ms. ~~Matlin~~Hrtanek ~~worked~~represents ~~for~~many of the ~~Chicago~~entities ~~Region~~that are part of ~~the~~The ~~Social~~Inland ~~Security~~Real ~~Administration~~Estate Group of ~~the~~Companies ~~United~~on ~~States~~a ~~Department~~variety of ~~Health~~legal ~~and~~matters. ~~Human~~She ~~Services~~is also a member of the audit committee for a public partnership sponsored by IREIC. Ms. ~~Matlin~~Hrtanek isalso ahas ~~graduate~~served as the secretary of Inland Diversified Real Estate Trust, Inc. from September 2008 through July 2014, as the ~~University~~secretary of ~~Illinois~~Inland inDiversified ~~Champaign~~Business Manager & Advisor, Inc. ~~She~~from ~~holds~~September ~~Series~~2008 7through March 2016, 22as the secretary of Inland Opportunity Business Manager & Advisor, 24Inc. since April 2009, as the secretary of Inland Private Capital Corporation since August 2009, as the secretary of Inland Real 39Estate Income Trust, 63Inc. and IREIT Business Manager & Advisor, 65Inc. since August 2011, 79as the secretary of Inland Residential Properties Trust, Inc. and 99Inland ~~licenses~~Residential ~~from~~Business ~~FINRA~~Manager & Advisor, Inc. since December 2013 and as the secretary of the InPoint advisor since August 2016. Prior to joining Inland, Ms. Hrtanek had been employed by Wildman Harrold Allen & Dixon LLP in Chicago, Illinois since September 2001. Ms. Hrtanek has been admitted to practice law in the State of Illinois and is a ~~member~~licensed ofreal estate broker. Ms. Hrtanek received her bachelor degree from the ~~Real~~University ~~Estate~~of ~~Investment~~Notre ~~Securities~~Dame ~~Association~~in South Bend, Indiana and her law degree from Loyola University Chicago School of Law.

GUADALUPE GRIFFIN (age 51) joined Inland in 1994. Ms. Griffin serves as principal executive officer of the Partnership (since January 2014), senior vice president – asset management of IREIC, and assistant vice president of Inland Midwest Investment Corporation. Ms. Griffin is responsible for investor communications, the asset management and day-to-day operations of the public and private partnerships and limited liability companies sponsored by IREIC, which include the development of operating and disposition strategies. Ms. Griffin also has served as a director and vice president of Intervest Southern Real Estate Corporation since January 2015 and March 2006, respectively, vice president of Inland Opportunity Business Manager & Advisor, Inc. since April 2009, senior vice president of Inland Investment Real Estate Services, Inc., Inland Commercial Real Estate Services LLC and Inland Residential Real Estate Services LLC since January 2015. Ms. Griffin is a licensed real estate broker.

DONNA URBAIN (age 53) joined Inland in 2002 and is the principal financial officer of the Partnership. Ms. Urbain is responsible for the investment accounting department which includes all public partnership accounting functions along with quarterly and annual SEC filings. Ms. Urbain also serves as vice president – controller of IREIC. Prior to joining Inland, Ms. Urbain worked in the field of public accounting for KPMG LLP. Ms. Urbain is a Certified Public Accountant. She received her B.B.A. in Accounting from the University of Notre Dame in South Bend, Indiana.

CATHLEEN M. HRTANEK (age 39) joined Inland in 2005 and is an associate counsel and vice president of The Inland Real Estate Group, Inc. In her capacity as associate counsel, Ms. Hrtanek represents many of the entities that are part of the Inland Real Estate Group of Companies on a variety of legal matters. She is also a member of the audit committee for a public partnership sponsored by IREIC. Ms. Hrtanek also has served as the secretary of Inland Diversified Real Estate Trust, Inc. from September 2008 through July 2014, as the secretary of Inland Diversified Business Manager & Advisor, Inc. since September 2008, as the secretary of Inland Opportunity Business Manager & Advisor, Inc. since April 2009, as the secretary of Inland Private Capital Corporation since August 2009, as the secretary of Inland Real Estate Income Trust, Inc. and IREIT Business Manager & Advisor, Inc. since August 2011, and as the secretary of Inland Residential Properties Trust, Inc. and Inland Residential Business Manager & Advisor, Inc. since December 2013. Prior to joining Inland, Ms. Hrtanek had been employed by Edwards Wildman Palmer LLP (formerly, Wildman Harrold Allen & Dixon LLP) in Chicago, Illinois since September 2001. Ms. Hrtanek has been admitted to practice law in the State of Illinois and is a licensed real estate broker. Ms. Hrtanek received her bachelor degree from the University of Notre Dame in South Bend, Indiana and her law degree from Loyola University of Chicago School of Law.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officers and beneficial owners of more than ten percent of our partnership units to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission and to provide us with copies of such reports. Based solely on a review of the copies provided to us ~~and written representations from such reporting persons~~, we believe that all applicable Section 16(a) filing requirements have been met for such reporting persons.

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Item 11. Executive Compensation

We do not have any employees, and none of our executive officers receives any compensation from us. Accordingly, we hired no compensation consultants.

Our general partner is entitled to receive a share of cash distributions of net sale proceeds based upon both an aggregate overall return to the limited partners and a separate return with respect to each parcel of land purchased by us.

Our partnership agreement prescribes the allocation of profits and losses, and the distribution priorities of available cash. If and to the extent that real estate taxes and insurance payable with respect to our land during a given year exceed our revenues, our general partner will make a supplemental capital contribution of such amount to us to ensure that we have sufficient funds to make such payments and receive a special allocation of expenses in a like amount.

Distributions of net sale proceeds will be allocated between the general partner and the limited partners based upon both an aggregate overall return to the limited partners and a separate return with respect to each parcel of land purchased by us.

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As a general rule, net sale proceeds will be distributed 90% to the limited partners and 10% to the general partner until the limited partners have received from net sale proceeds (i) a return of their original capital plus (ii) a noncompounded cumulative preferred return of 15% of their invested capital. However, with respect to each parcel of land, the general partner’s 10% share will be subordinated until the limited partners receive a return of the original capital attributed to such parcel or parcel capital plus a 6% per annum noncompounded cumulative preferred return thereon.

Any distributions from net sales proceeds at a time when invested capital is greater than zero shall be deemed applied first to the reduction of such invested capital before application to payment of any deficiency in the 15% cumulative preferred return.

We are permitted to engage in various transactions involving affiliates of our general partner, as described below.

Our general partner and its affiliates may be reimbursed (as set forth under terms of the partnership agreement) for salaries and expenses of employees of the general partner and its affiliates relating to our administration. For the year ended December 31, ~~2015~~2016, such costs, included in general and administrative expenses to affiliates and professional services to affiliates, were $6882,~~738~~737 of which $716,~~260~~190 was unpaid as of December 31, ~~2015~~2016.

An affiliate of our general partner performs ~~marketing~~land improvements, ~~advertising~~rezoning, annexation and ~~auction~~other activities ~~services~~to prepare our investment properties for ussale and is reimbursed (as set forth under terms of the partnership agreement) for salaries and direct costs. The affiliate does not recognize a profit on any project. For the year ended December 31, ~~2015~~2016, we incurred $1,289 of such costs, ~~were~~of which all was paid as of December 31, 2016, and are included in investment properties. Also, an affiliate of the General Partner supervises the maintenance of the parcels. Such costs of $197,~~950~~417 are included in land operating expenses to affiliates for the year ended December 31, 2016, of which $01,200 was unpaid as of December 31, ~~2015~~2016.

AnAs ~~affiliate~~ of ~~our~~December 31, ~~general~~2016 ~~partner~~and ~~performs land improvements~~2015, ~~rezoning,~~the ~~annexation~~Partnership ~~and~~held ~~other~~all ~~activities~~cash toand ~~prepare~~cash ~~our investment~~equivalents ~~properties~~with ~~for~~Inland ~~sale~~Bank and isTrust, ~~reimbursed~~an ~~(as~~affiliate ~~set forth under terms~~ of the ~~partnership~~general ~~agreement) for salaries and~~ partner.

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direct costs. The affiliate does not recognize a profit on any project. For the year ended December 31, 2015, we incurred $3,926 of such costs, of which $380 was unpaid as of December 31, 2015, and are included in investment properties. Also, an affiliate of the General Partner supervises the maintenance of the parcels. Such costs of $1,596 are included in land operating expenses to affiliates for the year ended December 31, 2015, of which $0 was unpaid as of December 31, 2015.

As of December 31, 2015 and 2014, the Partnership held all cash and cash equivalents with Inland Bank and Trust, an affiliate of the general partner.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

We do not maintain any equity compensation plans.

(a)

The following person is a beneficial owner of more than 5% of our limited partnership units:

As of December 31, ~~2015~~2016, Douglas R. Nash beneficially owns 2,900.53 limited partner units or 5.7% of class. He has sole power to vote and dispose of 1,937.908 units. He has shared power with RTH Investments LLC (manager is Douglas R. Nash) to vote and dispose of 962.622 units.

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(b)

The officers and directors of our general partner own as a group the following units of our partnership:

Title of Class		Amount and ~~Nature~~Natureof ~~of Beneficial Ownership~~BeneficialOwnership		~~Percentof Class~~		Percentof Class
Limited partner units		~~80 Units, directly~~	80 Units, directly		~~Less than 1~~	%	Less than 1	%

No officer or director of our general partner possesses a right to acquire beneficial ownership of units of our partnership.

All of the outstanding shares of our general partner are owned by an affiliate or its officers and directors as set forth above in Item 10.

(c)

There exists no arrangement, known to us, the operation of which may, at a subsequent date, result in a change in our control.

Item 13. Certain Relationships and Related Transactions

We do not currently have written, formal policies and procedures for the review, approval or ratification of transactions with related persons, as defined by Item 404 of the SEC Regulation S-K. Our policies, however, contain provisions setting forth an ability to engage in certain transactions. Our audit committee reviews all of these transactions as well as any related party transactions.

There were no significant transactions or business relationships with the general partner, its affiliates or their management other than those described in Item 7 (Transactions with Related Parties) above. Reference is made to Note 4 of the Notes to Financial Statements (Item 8 of this Annual Report) for information regarding related party transactions.

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Item 14: Principal Accounting Fees and Services

Fees. Aggregate fees for professional services rendered by our principal accountant, Grant Thornton LLP, were as follows:

	Years ended December 31,
	2015		2014
	2016		2015
Audit fees for professional services rendered for the audit of our annual financial statements and quarterly reviews of our financial statements.	$	57,~~780~~786		5657,~~299~~780

Our audit committee has reviewed and approved all of the fees charged by Grant Thornton and actively monitors the relationship between audit and non-audit services provided by Grant Thornton. The audit committee concluded that all services rendered by Grant Thornton during the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively, were consistent with maintaining Grant Thornton’s independence.

In addition, the audit committee must pre-approve all services provided by the Partnership’s independent registered public accounting firm and the fees charged for these services including an annual review of audit fees, audit related fees, tax fees and other fees with specific dollar value limits for each category of service.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The financial statements listed in the index at page 1918 of this annual report are filed as part of this annual report.

(b)	Exhibits. The following exhibits are incorporated herein by reference:

3		Restated Certificate of Limited Partnership and Amended and Restated Agreement of Limited Partnership, included as Exhibits A and B of the Registration Statement on Form S-11, filed with the SEC on October 25, 1989, as amended, are incorporated herein by reference thereto.
10.1		~~Vacant~~Real ~~Land~~Estate Purchase and Sale ~~Contract~~Agreement (re: Inland Land Appreciation Fund II, L.P. Parcel 820), by and between Inland Land Appreciation Fund II, L.P. and ~~Skylight~~S.R. ~~Services~~Jacobson ~~LLC~~Development Corp., dated ~~November~~January 910, ~~2015~~2017.
10.2		Vacant Land Purchase and Sale Contract (re: Inland Land Appreciation Fund II, L.P. Parcel 8), by and between Inland Land Appreciation Fund II, L.P. and BK Keller Investments, LLC dated March 1, 2016.
31.1		Rule 13a-14(a)/15d-14(a) Certification by principal executive officer
31.2		Rule 13a-14(a)/15d-14(a) Certification by principal financial officer
32.1		Section 1350 Certification by principal executive officer
32.2		Section 1350 Certification by principal financial officer
101		The following financial information from our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Partners’ Capital, (iv) the Statements of Cash Flows and (v) related notes.

(c)	Financial Statement Schedules:

All schedules have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

No annual report or proxy material for the year ~~2015~~2016 has been sent to our limited partners. This annual report will be sent to the limited partners subsequent to this filing.

Item 16. Form 10-~~39-~~K Summary

None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		INLAND LAND APPRECIATION FUND II, L.P.
By:		Inland Real Estate Investment Corporation
Its:		General Partner
/s/		GUADALUPE GRIFFIN
By:		Guadalupe Griffin
Its:		Senior Vice President and Principal Executive Officer of the Partnership
Date:		March 1821, ~~2016~~2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

By: Inland Real Estate Investment Corporation Its: General Partner /s/ GUADALUPE GRIFFIN By: Guadalupe Griffin Its: Senior Vice President and Principal Executive Officer of the Partnership Date: March 1821, ~~2016~~2017 /s/ DONNA URBAIN By: Donna Urbain Its: Principal Financial Officer of the Partnership Date: March 1821, ~~2016~~2017 /s/ CATHERINE L. LYNCH By: Catherine L. Lynch Its: Director and Chief Financial Officer Date: March 1821, ~~2016~~2017 /s/ ROBERTA S. MATLIN By: Roberta S. Matlin Its: Director and Senior Vice President Date: March 1821, ~~2016~~2017 /s/ ~~ROBERT~~MITCHELL DA. ~~PARKS~~SABSHON By: ~~Robert~~Mitchell DA. ~~Parks~~Sabshon Its: ~~Chairman~~Chief Executive Officer and President Date: March 1821, ~~2016~~2017 /s/ DANIEL L. GOODWIN By: Daniel L. Goodwin Its: ~~Director~~Chairman Date: March 1821, ~~2016~~2017

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Title of Class

Beneficial Ownership

Limited partner units

Douglas R. Nash

2150 Talman Court, Winter Park, FL 32792

2,900.53 Units

Filing Compare · INLAND LAND APPRECIATION FUND II LP