UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

~~[X]~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2013~~2015

~~[ ]~~ o 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: 0-28370

WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2

(Exact name of registrant as specified in its charter)

California	33-0596399	~~33-0596399~~
(State or other jurisdiction of	(I.R.S. Employer	~~(I.R.S. Employer~~
incorporation or organization)	Identification No.)	~~Identification No.)~~
17782 Sky Park Circle,	92614-6404
Irvine, CA	(Zip code)	~~92614-6404~~
(Address of principal executive offices)		~~(zip code)~~

(714) 662-5565 ~~(Telephone Number)~~

(Telephone Number)

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

NONE

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

UNITS OF LIMITED PARTNERSHIP INTEREST ~~(Title of Class)~~

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

~~Yes~~Indicate ~~[ ] No~~by ~~[X]~~check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yeso 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 [ ]~~ Yeso No ~~[X]~~ 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. Yesx Noo

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]~~ x No [ ]o

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]~~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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated ~~filer [ ]~~ filero Accelerated ~~filer [ ]~~ filero Non-accelerated ~~filer~~ ~~[X]~~ filerx Smaller reporting ~~company [ ]~~companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~Yes [ ]~~Yeso Nox ~~No [X]~~

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

INAPPLICABLE

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

NONE

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	15
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	30
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	Principal Accountant Fees and Services	36
Part IV
Item 15.	Exhibits and Financial Statement Schedules	37
Signatures		46

Table of Contents

		Page

Part I

Item 1.	Business	4

Item 1A.	Risk Factors	6

Item 1B.	Unresolved Staff Comments	12

Item 2.	Properties	12

Item 3.	Legal Proceedings	16

Item 4.	Mine Safety Disclosures	16

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16

Item 5b.	Use of Proceeds	16

Item 5c.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	16

Item 6.	Selected Financial Data	17

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	22

Item 8.	Financial Statements and Supplementary Data	22

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39

Item 9A.	Controls and Procedures	39

Item 9B.	Other Information	40

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	40

Item 11.	Executive Compensation	43

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45

Item 13.	Certain Relationships and Related Transactions, and Director Independence	46

Item 14.	Principal Accountant Fees and Services	46

Part IV

Item 15.	Exhibits and Financial Statement Schedules	47

Signatures		54

PART I.

Item 1. Business

Organization

WNC Housing Tax Credit Fund IV, L.P., Series 2 (the “Partnership”) is a California Limited Partnership formed under the laws of the State of California on September 27, 1993. The Partnership was formed to acquire limited partnership interests in other limited partnerships (“"Local Limited Partnerships”") which own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

The general partner of the Partnership is WNC Tax Credit Partners IV, L.P. (the “General Partner”). The general partner of the General Partner is WNC & Associates, Inc. (“Associates”). The chairman and the president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates as the General Partner and the Partnership have no employees of their own.

Pursuant to a registration statement filed with the Securities and Exchange Commission on October 20, 1993, in July 1994 the Partnership commenced a public offering of 20,000 units of limited partnership interest (“"Partnership Units”") at a price of $1,000 per Partnership Unit. As of the close of the public offering, a total of 15,600 Partnership Units representing subscriptions in the amount of $15,241,000, net of volume discounts of $359,000, had been sold. As of March 31, ~~2013~~2015 and 2014, a total of 15,~~593~~558 and 15,588 Partnership Units, respectively, remain outstanding. Holders of Partnership Units are referred to herein as “Limited Partners”.

Sempra Section 42, LLC, which is not an affiliate of the Partnership or General Partner, owns 4,000 Partnership Units, which represents 25.6% of the Partnership Units outstanding for the Partnership. The Partnership Units were originally acquired by Sempra Energy Financial which invested $3,641,000. A volume discount of $359,000 was allowed. The Partnership Units were transferred to Sempra Section 42, LLC in July of 2006. See Item 12(b) in this 10-K.

The Partnership shall continue in full force and effect until December 31, 2050 unless terminated prior to that date pursuant to the partnership agreement (as defined below) or law.

Description of Business

The Partnership’'s principal business objective is to provide its Limited Partners with Low Income Housing Tax Credits. The Partnership’'s principal business therefore consists of investing as a limited partner or non-managing member in Local Limited Partnerships each of which ~~will~~ ~~own~~owns and ~~operate~~operates a Housing Complex which ~~will~~qualifies ~~qualify~~ for the Low Income Housing Tax Credits. In general, under Section 42 of the Internal Revenue Code, an owner of low income housing can receive the Low Income Housing Tax Credits to be used to reduce Federal taxes otherwise due in each year of a ten-year credit period. Each Housing Complex is subject to a 15-year compliance period (the “Compliance Period”), and under state law may have to be maintained as low income housing for 30 or more years.

As a consequence of the provisions of tax law in effect for dispositions of buildings prior to August 2008, in order to avoid recapture of Low Income Housing Tax Credits, the Partnership expected that it would not dispose of its interests in Local Limited Partnerships (“Local Limited Partnership Interests”) or approve the sale by any Local Limited Partnership of its Housing Complex prior to the end of the applicable Compliance Period. That provision of law was amended in 2008 (i) to provide that there would be no recapture on sale of a Low Income Housing Tax Credit building during the Compliance Period if it were reasonable to expect at the time of sale that the building would continue to be operated as qualified low income housing (see “Exit Strategy” below) and (ii) to eliminate the possibility of posting a bond against potential recapture. The Partnership is not seeking to sell its Local Limited Partnership Interests. And, because of (i) the nature of the Housing Complexes and the Local Limited Partnership Interests, (ii) the difficulty of predicting the resale market for low-income housing, (iii) the current economy, and (iv) the ability of lenders to disapprove of transfer, it is not possible at this time to predict when the liquidation of the Partnership’'s assets and the disposition of the proceeds, if any, in accordance with the Partnership’'s Agreement of Limited Partnership dated May 4, 1993 as amended on May 15, 1994 (the “"Partnership Agreement”"), would occur. Furthermore, the ~~recent~~ codification of the economic substance doctrine as part of 2010 legislation has created some uncertainty about the deductibility of losses from low income housing that is not generating Low Income Housing Tax Credits, and this could have an adverse effect on the resale market for Housing Complexes and Local Limited Partnership Interests. Until a Local Limited Partnership Interest or the related Housing Complex is sold, it is anticipated that the Local General Partner would continue to operate such Housing Complex. Notwithstanding the preceding, circumstances beyond the control of the General Partner or the Local General Partners may occur during the ten-year credit delivery period and/or the Compliance Period, which would require the Partnership to approve the disposition of a Housing Complex prior to the end thereof, possibly resulting in recapture of Low Income Housing Tax Credits.

3The Partnership originally invested in twenty-two Local Limited Partnerships, twenty of which have been sold or otherwise disposed of as of March 31, 2015. Each of these Local Limited Partnerships owns or owned a single Housing Complex, all of which were eligible for the Low Income Housing Tax Credits. Certain Local Limited Partnerships may also benefit from additional government programs promoting low- or moderate-income housing.

The Partnership originally invested in twenty-two Local Limited Partnerships, twenty of which have been sold or otherwise disposed of as of March 31, 2013. Each of these Local Limited Partnerships owns or owned a single Housing Complex. All of the Housing Complexes were eligible for the Low Income Housing Tax Credits. Certain Local Limited Partnerships may also benefit from additional government programs promoting low- or moderate-income housing.4

Exit Strategy

The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.

Upon the sale of a Local Limited Partnership Interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. All ~~The~~remaining ~~Compliance~~Local ~~Period~~Limited ~~has~~Partnerships ~~ended~~have ~~for~~completed ~~each~~their of15-year ~~the~~Compliance ~~Partnership’s remaining Housing Complexes as of March 31, 2013~~Periods.

With that in mind, the General Partner is continuing its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, Partnership cash flow, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them or the applicable Local Limited Partnership Interests. The objective is to wind down the Partnership asafter Low Income Housing Tax Credits are no longer available. Local Limited Partnership Interests may be disposed of at any time by the General Partner in its discretion. While liquidation of the Housing Complexes or the applicable Local Limited Partnership Interests continues to be evaluated, the dissolution of the Partnership was not imminent as of March 31, ~~2013~~2015.

The proceeds from the disposition of any ~~of the~~ Housing ~~Complexes~~Complex will be used first to pay debts and other obligations per the ~~respective~~applicable Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the ~~particular~~applicable Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any ~~significant~~ amounts of cash will be distributed to the ~~Partnership~~Limited Partners, as the proceeds first would be used to pay Partnership obligations and ~~funding~~to offund reserves. Similarly, there can be no assurance that the Partnership will be able to sell its Local Limited Partnership Interests, or that cash therefrom would be available for distribution to the Limited Partners.

On February 24, 2012, the Partnership filed preliminary consent solicitation materials with the Securities and Exchange Commission (“SEC”) regarding the adoption of a plan of liquidation. Definitive materials were filed with the SEC on March 12, 2012. Materials were disseminated to the Limited Partners on March 12, 2012. The Partnership sought approval to have a formal plan of liquidation of selling its limited partnership interests or selling the underlying Housing Complexes of each of the Local Limited Partnerships. On May 8, 2012, the Partnership received the majority vote in favor of the plan for dissolution. Therefore, the Partnership is engaging third party appraisers to appraise several or all of the Local Limited Partnerships in this Partnership. The appraisal is one of the preliminary steps that need to be completed in order to move forward with the approved liquidation plan. The expense incurred for the appraisals, or any other disposition related expenses the Partnership incurs, are being capitalized and will remain on the balance sheet until the respective Local Limited Partnership is sold. At the time of disposition the capitalized costs will be netted with any cash proceeds that are received in order to calculate the gain or loss on the disposition.

4As of March 31, 2014, the Partnership sold its Local Limited Partnership Interest in E.W., Crossing II Limited Dividend Housing Association LP, Comanche Retirement Village Ltd, Candleridge Apartment of Waukee L.P. II, Mountainview Apartments, LP, Chadwick Limited Partnership, Broken Bow Apartments I, LP, Sidney Apartments I, LP, Autumn Trace Associates, Hickory Lane Associates, Honeysuckle Court Associates, Walnut Turn Associates, Ltd, Southcove Associates, Hereford Seniors Community, Ltd, Palestine Seniors Community, Ltd, Garland Street, LP, Pecan Grove, LP, Lamesa Seniors Community, Ltd, Laredo Heights Apartments and Apartment Housing of E. Brewton, Ltd.

As of March 31, ~~2012~~2014, the Partnership ~~sold~~ ~~its~~has identified two Local Limited ~~Partnership~~Partnerships, ~~Interest~~one inof ~~E.W.~~which was sold subsequent thereto, ~~Crossing~~for IIdisposition ~~Limited~~as ~~Dividend~~listed ~~Housing~~in ~~Association~~the ~~LP,~~table ~~Comanche~~below. ~~Retirement Village~~The ~~Ltd,~~Compliance ~~Candleridge~~Periods ~~Apartment~~for all of ~~Waukee~~these ~~L.P.~~Local ~~II,~~Limited ~~Mountainview~~Partnerships ~~Apartments,~~have ~~LP,~~expired ~~Chadwick~~so ~~Limited~~there ~~Partnership,~~is ~~Broken~~no ~~Bow~~risk ~~Apartments I,~~of ~~L.P.~~recapture ~~and~~to ~~Sidney~~the ~~Apartments~~investors I,in Lthe Partnership.P.

The following table reflects the 12 Local Limited Partnerships that were sold during the year ended March 31, 2013:

Local Limited Partnership	Debt at 12/31/14		Appraisal value		Sales price		Sale expenses		Close date
Klimpel Manor	$	1,631,588	$	2,795,000	$	680,813	$	53,467	04/30/2015
Pioneer Street Associates		1,214,019	$	4,210,000		*		590		*

Local Limited Partnership	Debt		Appraisal Value		Date of sale		Proceeds from sale		Sales related expenses		Gain on sale
Autumn Trace Associates	$	1,102,000	$	1,300,000		6/1/2012	$	197,764	$	2,953	$	194,811
Hickory Lane Associates		568,000		355,000		6/1/2012		22,450		2,297		20,153
Honeysuckle Court Associates		1,111,000		670,000		6/1/2012		22,450		2,963		19,487
Walnut Turn Associates, Ltd		658,000		480,000		6/1/2012		22,450		2,297		20,153
Southcove Associates		1,421,000		1,000,000		6/30/2012		25,000		2,300		22,700
Hereford Seniors Community, Ltd		751,000		405,000		8/24/2012		9,375		2,372		7,003
Palestine Seniors Community, Ltd		1,053,000		475,000		8/24/2012		9,375		3,122		6,253
Garland Street, LP		647,000		320,000		8/31/2012		21,953		3,303		18,650
Pecan Grove, LP		1,033,000		500,000		8/31/2012		21,953		1,854		20,099
Lamesa Seniors Community, Ltd		635, 000		455,000		8/24/2012		9,375		2,372		7,003
Laredo Heights Apartments		890,000		945,000		11/27/2012		111,733		2,751		108,982
Apartment Housing of E. Brewton, LTD (1)		1,043,039		250,000		3/31/2013		5,001		3,165		1,836

*Estimated price and close date has yet to be determined. The Local Limited Partnership is not under contract to be purchased as of the report filing.

All Local Limited Partnerships sold during the year ended March 31, 2013 except for Apartment Housing of E. Brewton LTD had reached the end of the Compliance Period. Therefore, no risk of credit recapture exists.

A portion of the sales proceeds from Autumn Trace Associates, Hickory Lane Associates, Honeysuckle Court Associates and Walnut Turn Associates, Ltd. totaling $253,114 were paid directly to Associates to reimburse the General Partner or affiliates for accrued asset management fees or operating expenses paid on behalf of the Partnership.

(1) The Compliance Period expires in 2014. The purchaser has guaranteed the Local Limited Partnership will stay in compliance with the Low Income Housing Tax Credit code therefore there is no risk of recapture.

The following table represents the anticipated use of the cash proceeds from the disposition of the 12 Local Limited Partnerships that were disposed of during the year ended March 31, 2013.

Local Limited Partnership	Sale Proceeds		Payment of accrued asset management fees		Reimburse GP or affiliates for expenses		Remaining cash to remain in reserve for future expenses
Autumn Trace Associates	$	197,764	$	129,265	$	65,499	$	3,000
Hickory Lane Associates		22,450		19,450		-		3,000
Honeysuckle Court Associates		22,450		19,450		-		3,000
Walnut Turn Associates, Ltd		22,450		19,450		-		3,000
Southcove Associates		25,000		20,000		-		5,000
Hereford Seniors Community, Ltd		9,375		8,375		-		1,000
Palestine Seniors Community, Ltd		9,375		8,375		-		1,000
Garland Street, LP		21,953		8,476		12,477		1,000
Pecan Grove, LP		21,953		8,477		12,476		1,000
Lamesa Seniors Community, Ltd		9,375		8,375		-		1,000
Laredo Heights Apartments		111,733		93,461		13,272		5,000
Apartment Housing of E. Brewton, LTD		5,001		1,459		1,041		2,501

No distributions will be made to the Limited Partners as a result of these dispositions. Each of the Local Limited Partnerships had completed its Compliance Period so there is no risk of recapture to the investors in the Partnership.

As of March 31, 2013 the Partnership has identified two Local Limited Partnerships for disposition as listed in the table below. The Compliance Period for all of these Local Limited Partnerships have expired so there is no risk of recapture to the investors in the Partnership.

Local Limited Partnership	Debt at 12/31/12		Appraisal value		Estimated sales price		Estimated appraisal expense
Klimpel Manor	$	1,716,305	$	2,575,000		*		3,850
Pioneer Street Associates	$	1,354,682	$	4,810,000		*		3,100

* Contracts have been drafted and are currently under review by potential purchasers of the Limited Partnership interests. The purchase prices are still under negotiation for both properties.

Item 1A. Risk Factors

Set forth below are the risks the Partnership believes are the most significant to the Limited Partners. The Partnership and the Local Limited Partnerships operate in a continually changing business environment and, therefore, new risks emerge from time to time. This section contains some forward-looking statements. For an explanation of the qualifications and limitations on forward-looking statements, see Item 7.

(a)	Risks arising from the Internal Revenue Code rules governing Low Income Housing Tax Credits

Low Income Housing Tax Credits might be less than anticipated. The Local General Partners calculate the amount of the Low Income Housing Tax Credits. No opinion of counsel will cover the calculation of the amount of Low Income Housing Tax Credits. The IRS could challenge the amount of the Low Income Housing Tax Credits claimed for any Housing Complex under any of a number of provisions set forth in Internal Revenue Code Section 42. A successful challenge by the IRS would decrease the amount of the Low Income Housing Tax Credits from the amount paid for by the Partnership. Although each Housing Complex has completed its Compliance Period, the IRS generally can audit an information income tax return for a period of three years following the filing date of the return. A determination by the IRS that the amount of Low Income Housing Tax Credits taken for an open year could result in a recapture of credits with interest. If it does, recapture will be a portion of all Low Income Housing Tax Credits taken in prior years for that Housing Complex, plus interest. During the first 11 years of the Compliance Period, non-compliance results in one-third of the Low Income Housing Tax Credits up to that point for the particular Housing Complex being recaptured, plus interest. Between years 12 and 15, the recapture is phased out ratably.

Sales of Housing Complexes after 15 years are subject to limitations which may impact a Local Limited Partnership’s ability to sell its Housing Complex. Each Local Limited Partnership executes an extended low income housing commitment with the state in which the Housing Complex is located. The extended low income housing commitment states the number of years that the Local Limited Partnership and any subsequent owners must rent the Housing Complex as low income housing. Under Federal law, the commitment must be for at least 30 years. The commitment, actually agreed to, may be significantly longer than 30 years. In prioritizing applicants for Low Income Housing Tax Credits, most states give additional points for commitment periods in excess of 30 years. On any sale of the Housing Complex during the commitment period, the purchaser would have to agree to continue to rent the Housing Complex as low income housing for the duration of the commitment period. This requirement reduces the potential market, and possibly the sales price, for the Housing Complexes. The sale of a Housing Complex may be subject to other restrictions. For example, Federal lenders or subsidizers may have the right to approve or disapprove a purchase of a Housing Complex. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any amount of cash will be distributed to the Limited Partners. The Partnership would first use sale proceeds to pay obligations of the Partnership. As a result, a material portion of the Low Income Housing Tax Credits may represent a return of the money originally invested in the Partnership.

As part of the recently enacted health care legislation, Congress has codified the economic substance doctrine. Because of its recent enactment, the full reach of this provision is unclear. Inasmuch as Housing Complexes might offer no benefit to a purchaser other than tax benefits, it is possible that the economic substance doctrine could be interpreted to limit deduction of tax losses from Housing Complexes, which would be expected to have a significant adverse effect on the sale value of the Housing Complexes and the Local Limited Partnership Interests.

Limited Partners can only use Low Income Housing Tax Credits in limited amounts. The ability of an individual or other non-corporate Limited Partner to claim Low Income Housing Tax Credits on his individual tax return is limited. For example, an individual Limited Partner can use Low Income Housing Tax Credits to reduce his tax liability on:

●		an unlimited amount of passive income, which is income from entities such as the Partnership, and
●		$25,000 in income from other sources.

(b) Risks related to investment in Local Limited Partnerships and Housing Complexes

Because the Partnership has few investments, each investment will have a great impact on the Partnership’s results of operations. Any single Housing Complex experiencing poor operating performance, impairment of value or recapture of Low Income Housing Tax Credits will have a significant impact upon the Partnership as a whole.

The failure to pay mortgage debt could result in a forced sale of a Housing Complex. Each Local Limited Partnership leverages the Partnership’s investment therein by incurring mortgage debt. A Local Limited Partnership’s revenues could be less than its debt payments and taxes and other operating costs. If so, the Local Limited Partnership would have to use working capital reserves, seek additional funds, or suffer a forced sale of its Housing Complex, which could include a foreclosure. The same results could occur if government subsidies ceased. Foreclosure would result in a loss of the Partnership’s capital invested in the Housing Complex. ~~Foreclosure could also result in a recapture of Low Income Housing Tax Credits, and a loss of Low Income Housing Tax Credits for the year in which the foreclosure occurs.~~ If the Housing Complex is highly-leveraged, a relatively slight decrease in the rental revenues could adversely affect the Local Limited Partnership’s ability to pay its debt service requirements. Mortgage debt may be repayable in a self-amortizing series of equal installments or with a large balloon final payment. Balloon payments maturing prior to the end of the anticipated holding period for the Housing Complex create the risk of a forced sale if the debt cannot be refinanced. There can be no assurance that additional funds will be available to any Local Limited Partnership if needed on acceptable terms or at all.

The Partnership does not control the Local Limited Partnerships and must rely on the Local General Partners. The Local General Partners will make all management decisions for the Local Limited Partnerships and the Housing Complexes. The Partnership has very limited rights with respect to management of the Local Limited Partnerships. The Partnership will not be able to exercise any control with respect to Local Limited Partnership business decisions and operations. Consequently, the success of the Partnership will depend on the abilities of the Local General Partners.

Housing Complexes subsidized by other government programs are subject to additional rules which may make it difficult to operate and sell Housing Complexes. Some or all of the Housing Complexes receive or may receive government financing or operating subsidies in addition to Low Income Housing Tax Credits. The following are risks associated with some such subsidy programs:

●	Obtaining tenants for the Housing Complexes. Government regulations limit the types of people who can rent subsidized housing. These regulations may make it more difficult to rent the residential units in the Housing Complexes.

●	Obtaining rent increases. In many cases rents can only be increased with the prior approval of the subsidizing agency.

●	Limitations on cash distributions. The amount of cash that may be distributed to owners of subsidized Housing Complexes is less than the amount that could be earned by the owners of non-subsidized Housing Complexes.

8● Limitations on sale or refinancing of the Housing Complexes. A Local Limited Partnership may be unable to sell its Housing Complex or to refinance its mortgage loan without the prior approval of the lender or state allocating agency. The lender or state allocating agency may withhold such approval in the discretion of the lender or state allocating agency. Approval may be subject to conditions, including the condition that the purchaser continues to operate the property as affordable housing for terms which could be as long as 30 years or more. In addition, any prepayment of a mortgage may result in the assessment of a prepayment penalty.

● Limitations on ~~sale~~transfers ~~or refinancing~~ of ~~the~~interests ~~Housing~~in ~~Complexes. A~~ Local Limited Partnerships. The Partnership may be unable to sell its ~~Housing~~interest ~~Complex~~in ora toLocal ~~refinance~~Limited ~~its~~Partnership ~~mortgage loan~~ without the prior approval of the lender or state allocating agency. The lender or state allocating agency may withhold such approval in the discretion of the lender or state allocating agency. Approval may be subject to conditions~~, including the condition that the purchaser continues to operate the property as affordable housing for terms which could be as long as 30 years or more~~. ~~In addition, any prepayment of a mortgage may result in the assessment of a prepayment penalty.~~

● Limitations on transfers of interests in Local Limited Partnerships. The Partnership may be unable to sell its interest in a Local Limited Partnership without the prior approval of the lender. The lender may withhold such approval in the discretion of the lender. Approval may be subject to conditions.

●

Limitations on removal and admission of Local General Partners. The Partnership may be unable to remove a Local General Partner from a Local Limited Partnership except for cause, such as the violation of the rules of the lender or state allocating authority. Regulations may prohibit the removal of a Local General Partner or permit removal only with the prior approval of the lender. Regulations may also require approval of the admission of a successor Local General Partner even upon the death or other disability of a Local General Partner.

●

Limitations on subsidy payments. Subsidy payments may be fixed in amount and subject to annual legislative appropriations. The rental revenues of a Housing Complex, when combined with the maximum committed subsidy, may be insufficient to meet obligations. Congress or the state legislature, as the case may be, may fail to appropriate or increase the necessary subsidy. In those events, the mortgage lender could foreclose on the Housing Complex unless a workout arrangement could be negotiated.

●	Possible changes in applicable regulations. Legislation may be enacted which adversely revises provisions of outstanding mortgage loans. Such legislation has been enacted in the past.

● Limited Partners may not receive distributions if Housing Complexes are sold. There is no assurance that Limited Partners will receive any cash distributions from the sale or refinancing of a Housing Complex. The price at which a Housing Complex is sold may not be high enough to pay the mortgage and other expenses at the Local Limited Partnership and Partnerships levels which must be paid at such time. If that happens, a Limited Partner’s return would be derived only from the Low Income Housing Tax Credits and tax losses. Similar risks apply to sales of Local Limited Partnership Interests.

Uninsured casualties could result in losses and recapture. There are casualties which are either uninsurable or not economically insurable. These include earthquakes, floods, wars and losses relating to hazardous materials or environmental matters. If a Housing Complex experienced an uninsured casualty, the Partnership could lose both its invested capital and anticipated profits in such property. Even if the casualty were an insured loss, the Local Limited Partnership might be unable to rebuild the destroyed property. A portion of prior tax credits could be recaptured and future tax credits could be lost if the Housing Complex were not restored within a reasonable period of time. And liability judgments against the Local Limited Partnership could exceed available insurance proceeds or otherwise materially and adversely affect the Local Limited Partnership. The cost of liability and casualty insurance has increased in recent years. Casualty insurance has become more difficult to obtain and may require large deductible amounts.7

Uninsured casualties could result in losses and recapture. There are casualties which are either uninsurable or not economically insurable. These include earthquakes, floods, wars and losses relating to hazardous materials or environmental matters. If a Housing Complex experienced an uninsured casualty, the Partnership could lose both its invested capital and anticipated profits in such property. Even if the casualty were an insured loss, the Local Limited Partnership might be unable to rebuild the destroyed property. A portion of prior Low Income Housing Tax Credits could be recaptured and future Low Income Housing Tax Credits could be lost if the Housing Complex were not restored within a reasonable period of time. Any liability judgments against the Local Limited Partnership could exceed available insurance proceeds or otherwise materially and adversely affect the Local Limited Partnership. The cost of liability and casualty insurance has increased in recent years. Casualty insurance has become more difficult to obtain and may require large deductible amounts.

Housing Complexes without financing or operating subsidies may be unable to pay operating expenses. If a Local Limited Partnership were unable to pay operating expenses, one result could be a forced sale of its Housing Complex. If a forced sale occurs during the Compliance Period of a Housing Complex, a partial recapture of Low Income Housing Tax Credits could occur. In this regard, some of the Local Limited Partnerships may own Housing Complexes which have no subsidies other than Low Income Housing Tax Credits. Those Housing Complexes do not have the benefit of below-market-interest-rate financing or operating subsidies which often are important to the feasibility of low income housing. Those Housing Complexes rely solely on rents to pay expenses. However, in order for any Housing Complex to be eligible for Low Income Housing Tax Credits, it must restrict the rent which may be charged to tenants. Over time, the expenses of a Housing Complex will increase. If a Local Limited Partnership cannot increase its rents, it may be unable to pay increased operating expenses.

The Partnership’s investment protection policies will be worthless if the net worth of the Local General Partners is not sufficient to satisfy their obligations. There is a risk that the Local General Partners will be unable to perform their financial obligations to the Partnership. The General Partner has not established a minimum net worth requirement for the Local General Partners. Rather, at the time of the Partnership’s investment, each Local General Partner ~~demonstrates~~demonstrated a net worth which the General Partner ~~believes~~believed iswas appropriate under the circumstances. The assets of the Local General Partners are likely to consist primarily of real estate holdings and similar assets. The fair market value of these types of assets is difficult to estimate. These types of assets cannot be readily liquidated to satisfy the financial guarantees and commitments which the Local General Partners make to the Partnership. Moreover, other creditors may have claims on these assets. No escrow accounts or other security arrangements will be established to ensure performance of a Local General Partner’s obligations. The cost to enforce a Local General Partner’s obligations may be high. If a Local General Partner does not satisfy its obligations the Partnership may have no remedy, or the remedy may be limited to removing the Local General Partner as general partner of the Local Limited Partnership.

Fluctuating economic conditions can reduce the value of real estate. The Partnership’s principal business objective is providing its Limited Partners with Low Income Housing Tax Credits, not the generation of gains from the appreciation of real estate held by the Local Limited Partnerships. In its financial statements, the Partnership has carried its investments in Local Limited Partnerships at values equal to or less than the sum of the total amount of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and the estimated residual value to the Partnership of its interests in the Local Limited Partnerships. As of all periods presented, the Partnership has reduced the carrying amount to zero with respect to all of its investments.

Any investment in real estate is subject to risks from fluctuating economic conditions. These conditions can adversely affect the ability to realize a profit or even to recover invested capital. Among these conditions are:

● the general and local job market, ● the availability and cost of mortgage financing, ● monetary inflation, ● tax, environmental, land use and zoning policies, ● the supply of and demand for similar properties, ● neighborhood conditions, ● the availability and cost of utilities and water.

●	the availability and cost of mortgage financing,

●	monetary inflation,

●	tax, environmental, land use and zoning policies,

●	the supply of and demand for similar properties,

●	neighborhood conditions,

●	the availability and cost of utilities and water.

In addition to the risks pertaining specifically to Low Income Housing Tax Credits, there are other Federal income tax risks. Additional Federal income tax risks associated with the ownership of Partnership Units and the operations of the Partnership and the Local Limited Partnerships include, but are not limited to, the following:

No opinion of counsel as to certain matters. No legal opinion is obtained regarding matters:

● the determination of which depends on future factual circumstances, ~~● which are peculiar to individual Limited Partners, or ● which are not customarily the subject of an opinion.~~

●	which are peculiar to individual Limited Partners, or

●	which are not customarily the subject of an opinion.

The more significant of these matters include:

● allocating purchase price among components of a property, particularly as between buildings and fixtures, the cost of which is depreciable, and the underlying land, the cost of which is not depreciable, ● characterizing expenses and payments made to or by the Partnership or a Local Limited Partnership, ● identifying the portion of the costs of any Housing Complex which qualify for historic and other tax credits, ● applying to any specific Limited Partner the limitation on the use of tax credits and tax losses. Limited Partners must determine for themselves the extent to which they can use tax credits and tax losses, and ● the application of the alternative minimum tax to any specific Limited Partner, or the calculation of the alternative minimum tax by any Limited Partner. The alternative minimum tax could reduce the tax benefits from an investment in the Partnership.

10● characterizing expenses and payments made to or by the Partnership or a Local Limited Partnership,

●	identifying the portion of the costs of any Housing Complex which qualify for historic and other tax credits,

●	applying to any specific Limited Partner the limitation on the use of tax credits and tax losses. Limited Partners must determine for themselves the extent to which they can use tax credits and tax losses, and

●	the application of the alternative minimum tax to any specific Limited Partner, or the calculation of the alternative minimum tax by any Limited Partner. The alternative minimum tax could reduce the tax benefits from an investment in the Partnership.

There can be no assurance, therefore, that the IRS will not challenge some of the tax positions adopted by the Partnership. The courts could sustain an IRS challenge. An IRS challenge, if successful, could have a detrimental effect on the Partnership’s ability to realize its investment objectives.

Passive activity rules will limit deduction of the Partnership’s losses and impose tax on interest income. The Internal Revenue Code imposes limits on the ability of most investors to claim losses from investments in real estate. An individual may claim these so-called passive losses only as an offset to income from investments in real estate or rental activities. An individual may not claim passive losses as an offset against other types of income, such as salaries, wages, dividends and interest. These passive activity rules will restrict the ability of most Limited Partners to use losses from the Partnership as an offset of non-passive income.

The Partnership may earn interest income on its reserves and loans. The passive activity rules generally will categorize interest as portfolio income, and not passive income. Passive losses cannot be used as an offset to portfolio income. Consequently, a Limited Partner could pay tax liability on portfolio income from the Partnership.

At risk rules might limit deduction of the Partnership’s losses. If a significant portion of the financing used to purchase Housing Complexes does not consist of qualified nonrecourse financing, the “at risk” rules will limit a Limited Partner’s ability to claim Partnership losses to the amount the Limited Partner invests in the Partnership. The “at risk” rules of the Internal Revenue Code generally limit a Limited Partner’s ability to deduct Partnership losses to the sum of:

●	the amount of cash the Limited Partner invests in the Partnership, and

●	the Limited Partner’s share of Partnership qualified nonrecourse financing.

Qualified nonrecourse financing is non-convertible, nonrecourse debt which is borrowed from a government, or with exceptions, any person actively and regularly engaged in the business of lending money.

Tax liability on sale of a Housing Complex or Local Limited Partnership Interest may exceed the cash available from the sale. When a Local Limited Partnership sells a Housing Complex it will recognize gain. Such gain is equal to the difference between:

●	the sales proceeds plus the amount of indebtedness secured by the Housing Complex, and

●	the adjusted basis for the Housing Complex. The adjusted basis for a Housing Complex is its original cost, plus capital expenditures, minus depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership the Partnership will recognize gain. Such gain is equal to the difference between:

●	the sales proceeds plus the Partnership’s share of the amount of indebtedness secured by the Housing Complex, and

●	the adjusted basis for the interest. The adjusted basis for an interest in a Local Limited Partnership is the amount paid for the interest, plus income allocations and cash distributions, less loss allocations.

Accordingly, gain will be increased by the depreciation deductions taken during the holding period for the Housing Complex. In some cases, a Limited Partner could have a tax liability from a sale greater than the cash distributed to the Limited Partner from the sale.

IRS could audit the returns of the Partnership, the Local Limited Partnerships or the Limited Partners. The IRS can audit the Partnership or a Local Limited Partnership at the entity level with regard to issues affecting the entity. The IRS does not have to audit each Limited Partner in order to challenge a position taken by the Partnership or a Local Limited Partnership. Similarly, only one judicial proceeding can be filed to contest an IRS determination. A contest by the Partnership of any IRS determination might result in high legal fees.

An audit of the Partnership or a Local Limited Partnership also could result in an audit of a Limited Partner. An audit of a Limited Partner’s tax returns could result in adjustments both to items that are related to the Partnership and to unrelated items. The Limited Partner could then be required to file amended tax returns and pay additional tax plus interest and penalties.

A successful IRS challenge to tax allocations of the Partnership or a Local Limited Partnership would reduce the tax benefits of an investment in the Partnership. Under the Internal Revenue Code, a partnership’s allocation of income, gains, deductions, losses and tax credits must have substantial economic effect. Substantial economic effect is a highly-technical concept. The fundamental principle is two-fold. If a partner will benefit economically from an item of partnership income or gain, that item must be allocated to him so that he bears the correlative tax burden. Conversely, if a partner will suffer economically from an item of partnership deduction or loss, that item must be allocated to him so that he bears the correlative tax benefit. If a partnership’s allocations do not have substantial economic effect, then the partnership’s tax items are allocated in accordance with each partner’s interest in the partnership. The IRS might challenge the allocations made by the Partnership:

●	between the Limited Partners and the General Partner,

●	among the Limited Partners, or

●	between the Partnership and a Local General Partner.

If any allocations were successfully challenged, a greater share of the income or gain or a lesser share of the losses or tax credits might be allocated to the Limited Partners. This would increase the tax liability or reduce the tax benefits to the Limited Partners.

Tax liabilities could arise in later years of the Partnership. After a period of years following commencement of operations by a Local Limited Partnership, the Local Limited Partnership may generate profits rather than losses. A Limited Partner would have tax liability on his share of such profits unless he could offset the income with:

●	unused passive losses from the Partnership or other investments, or

●	current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution from the Partnership with which to pay any tax liability.

IRS challenge to tax treatment of expenditures could reduce losses. The IRS may contend that fees and payments of the Partnership or a Local Limited Partnership:

●	should be deductible over a longer period of time or in a later year,

●	are excessive and may not be capitalized or deducted in full,

●	should be capitalized and not deducted, or

●	may not be included as part of the basis for computing tax credits.

Any such contention by the IRS could adversely impact, among other things:

●	the eligible basis of a Housing Complex used to compute Low Income Housing Tax Credits,

●	the adjusted basis of a Housing Complex used to compute depreciation,

●	the correct deduction of fees,

●	the amortization of organization and offering expenses and start-up expenditures.

If the IRS were successful in any such contention, the anticipated Low Income Housing Tax Credits and losses of the Partnership would be reduced, perhaps substantially.

Changes in tax law might reduce the value of Low Income Housing Tax Credits. Although all Low Income Housing Tax Credits are allocated to a Housing Complex at commencement of the 10-year credit period, there can be no assurance that future legislation may not adversely affect an investment in the Partnership. For example, legislation could reduce or eliminate the value of Low Income Housing Tax Credits. In this regard, before 1986, the principal tax benefit of an investment in low income housing was tax losses. These tax losses generally were used to reduce an investor’s income from all sources on a dollar-for-dollar basis. Investments in low income housing were made in reliance on the availability of such tax benefits. However, tax legislation enacted in 1986 severely curtailed deduction of such losses.

New administrative or judicial interpretations of the law might reduce the value of Low Income Housing Tax Credits. Many of the provisions of the Internal Revenue Code related to low income housing and real estate investments have not been interpreted by the IRS in regulations, rulings or public announcements, or by the courts. In the future, these provisions may be interpreted or clarified by the IRS or the courts in a manner adverse to the Partnership or the Local Limited Partnerships. The IRS constantly reviews the Federal tax rules, and can revise its interpretations of established concepts. Any such revisions could reduce or eliminate tax benefits associated with an investment in the Partnership.

State income tax laws may adversely affect the Limited Partners. A Limited Partner may be required to file income tax returns and be subject to tax and withholding in each state or local taxing jurisdiction in which: a Housing Complex is located, the Partnership or a Local Limited Partnership engages in business activities, or the Limited Partner is a resident. Corporate Limited Partners may be required to pay state franchise taxes.

The tax treatment of particular items under state or local income tax laws may vary materially from the Federal income tax treatment of such items. Nonetheless, many of the Federal income tax risks associated with an investment in the Partnership may also apply under state or local income tax law. The Partnership may be required to withhold state taxes from distributions or income allocations to Limited Partners in some instances.

(d) Risks related to the Partnership and the Partnership Agreement

The Partnership may be unable to timely provide financial reports to the Limited Partners which would adversely affect their ability to monitor Partnership operations. Historically, the Partnership has been unable to timely file and provide investors with all of its required periodic reports. In some instances, the delay has been substantial. Each Local General Partner is required to retain independent public accountants and to report financial information to the Partnership in a timely manner. There cannot be any assurance that the Local General Partners will satisfy these obligations. If not, the Partnership would be unable to provide to the Limited Partners in a timely manner its financial statements and other reports. That would impact the Limited Partners’ ability to monitor Partnership operations. The Partnership’s failure to meet its filing requirements under the Securities Exchange Act of 1934 could reduce the liquidity for the Partnership Units due to the unavailability of public information concerning the Partnership. The failure to file could also result in sanctions imposed by the SEC. Any defense mounted by the Partnership in the face of such sanctions could entail legal and other fees, which would diminish cash reserves.

Lack of liquidity of investment. There is no public market for the purchase and sale of Partnership Units, and it is unlikely that one will develop. Accordingly, Limited Partners may not be able to sell their Partnership Units promptly or at a reasonable price. Partnership Units should be considered as a long-term investment because the Partnership is unlikely to sell any Local Limited Partnership Interests for at least 15 years. Partnership Units cannot be transferred to tax-exempt or foreign entities, or through a secondary market. The General Partner can deny effectiveness of a transfer if necessary to avoid adverse tax consequences from the transfer. The General Partner does not anticipate that any Partnership Units will be redeemed by the Partnership.

The Limited Partners will not control the Partnership and must rely totally on the General Partner. The General Partner will make all management decisions for the Partnership. Management decisions include exercising powers granted to the Partnership by a Local Limited Partnership. Limited Partners have no right or power to take part in Partnership management.

Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority. The Partnership Agreement grants to Limited Partners owning more than 50% of the Partnership Units the right to:

●	remove the General Partner and elect a replacement general partner,

●	amend the Partnership Agreement,

●	terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such events to occur, even if Limited Partners owning 49% of the Partnership Units opposed such action.

Limitations on liability of the General Partner to the Partnership. The ability of Limited Partners to sue the General Partner and it affiliates is subject to limitations. The Partnership Agreement limits the liability of the General Partner and it affiliates to the Limited Partners. The General Partner and it affiliates will not be liable to the Limited Partners for acts and omissions: performed or omitted in good faith, and performed or omitted in a manner which the General Partner reasonably believed to be within the scope of its authority and in the best interest of the Limited Partners, provided such conduct did not constitute negligence or misconduct.

Therefore, Limited Partners may be less able to sue the General Partner and it affiliates than would be the case if such provisions were not included in the Partnership Agreement.

Associates and its affiliates are serving as the general partners of many other partnerships. Depending on their corporate area of responsibility, the officers of Associates initially devote approximately 5% to 50% of their time to the Partnership. These individuals spend significantly less time devoted to the Partnership after the investment of the Partnership’s capital in Local Limited Partnerships.

The interests of Limited Partners may conflict with the interests of the General Partner and its affiliates. The General Partner and its affiliates are committed to the management of more than 100 other limited partnerships that have investments similar to those of the Partnership. The General Partner and its affiliates receive substantial compensation from the Partnership. The General Partner decides how the Partnership’s investments in Housing Complexes are managed, and when the investments will be sold. The General Partner may face a conflict in these circumstances because the General Partner’s share of fees and cash distributions from the transaction may be more or less than their expected share of fees if a Housing Complex was not sold. The ~~result of these conflicts could be that the General Partner may make investments which are less desirable, or on terms which are less favorable, to the~~ Partnership ~~than might otherwise be the case. The Partnership~~ has not developed any formal process for resolving conflicts of interest. However, the General Partner is subject to a fiduciary duty to exercise good faith and integrity in handling the affairs of the Partnership, and that duty will govern its actions in all such matters. Furthermore, the manner in which the Partnership can operate and sell investments is subject to substantial restrictions as outlined in the Partnership Agreement.

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates.

The Partnership’s accrued payables consist primarily of the asset management fees payable to the General Partner. The asset management fees payable increased (decreased) by $~~(312~~17,000), $(516,000) and $43(312,000) for the years ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013, respectively. The Partnership’s future contractual cash obligations consist of its obligations to pay future annual asset management fees and the payables due to the Local Limited Partnerships. The future annual asset management fees will equal approximately $179,000 per year through the termination of the Partnership, which must occur no later than December 31, 2050. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of the existing contractual obligations and anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through June 30, ~~2014~~2016.

Item 1B. Unresolved Staff Comments

Not Applicable

14Item 2. Properties

~~Item~~Through 2its investments in Local Limited Partnerships, the Partnership holds indirect ownership interests in the Housing Complexes. ~~Properties~~The following table reflects the status of the Housing Complexes as of the dates or for the

Through its investments in Local Limited Partnerships, the Partnership holds indirect ownership interests in the Housing Complexes. The following table reflects the status of the Housing Complexes as of the dates or for the periods indicated:

WNC Housing Tax Credit Fund IV, L.P., Series 2

WNC Housing Tax Credit Fund IV, L.P., Series 2
			As of March 31, 2015				As of December 31, 2014
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnerships		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits		Mortgage Balances of Local Limited Partnership

Klimpel Manor, Ltd. (1)	Fullerton, California	Klimpel Manor Apartments	$	1,774,000	$	1,774,000		59	$	3,360,000	$	1,632,000

Pioneer Street Associates (2)	Bakersfield, California	Philip R. Hammond, Jr. and Walter A. Dwelle		2,222,000		2,222,000		112		4,116,000	$	1,214,000

			$	3,996,000	$	3,996,000		171	$	7,476,000	$	2,846,000

			As of March 31, 2013				As of December 31, 2012
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnerships		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits		Mortgage Balances of Local Limited Partnership
Apartment Housing of East Brewton, Ltd. (1)	East Brewton, Alabama	Apartment Developers Inc. and Thomas H. Cooksey	$	N/A	$	N/A		40	$	1,863,000	$	1,043,000
Klimpel Manor, Ltd. (2)	Fullerton, California	Klimpel Manor Apartments		1,774,000		1,774,000		59		3,360,000		1,716,000
Pioneer Street Associates (2)	Bakersfield, California	Philip R. Hammond, Jr. and Walter A. Dwelle		2,222,000		2,222,000		130		4,116,000		1,355,000
			$	3,996,000	$	3,996,000		229	$	9,339,000	$	4,114,000

(1)	The Local Limited Partnership was identified for disposition as of March 31, 2015 and sold subsequent thereto.

(12) The Local Limited Partnership ~~Interest~~ was ~~sold~~identified ~~subsequent~~for todisposition ~~December~~as ~~31,~~of ~~2012 but prior to~~ March 31, ~~2013~~2015.

~~(2) The Local Limited Partnership was identified for disposition subsequent to March 31, 2013.~~12

WNC Housing Tax Credit Fund IV, L.P., Series 2
	For the year ended December 31, 2014
Local Limited Partnership Name	Rental Income		Net Income (Loss)			Low Income Housing Tax Credits Allocated to Partnership

Klimpel Manor, Ltd. (1)	$	483,000	$	(64,000	)		N/A

Pioneer Street Associates (2)		731,000		48,000			N/A
	$	1,214,000	$	(16,000	)

~~WNC~~N/A – All of the Low Income Housing Tax ~~Credit~~Credits ~~Fund~~have ~~IV,~~been ~~L.P.,~~allocated ~~Series~~to 2the Partnership and there are no future Low

	For the year ended December 31, 2012
						Low Income Housing
Local Limited Partnership Name	Rental Income		Net Income (Loss)			Tax Credits Allocated to Partnership
Apartment Housing of East Brewton, Ltd. (1)	$	158,000	$	(46,000	)	N/A
Klimpel Manor, Ltd. (2)		474,000		17,000		N/A
Pioneer Street Associates (2)		697,000		(4,000	)	N/A
	$	1,329,000	$	(33,000	)

Income Housing Tax Credits expected to be received.

~~N/A –~~(1) ~~All~~The ofLocal ~~the~~Limited ~~Low~~Partnership ~~Income~~was ~~Housing~~identified ~~Tax~~for ~~Credits~~disposition ~~have~~as ~~been~~of ~~allocated~~March to31, ~~the~~2015 ~~Partnership~~ and ~~there~~sold ~~are~~subsequent ~~no future Low Income Housing Tax Credits expected to be received~~thereto.

(~~1) The Local Limited Partnership Interest was sold subsequent to December 31, 2012 but prior to March 31, 2013 (~~2) The Local Limited Partnership was identified for disposition ~~subsequent~~as toof March 31, ~~2013~~2015.

1613

WNC Housing Tax Credit Fund IV, L.P., Series 2 March 31, 2013

WNC Housing Tax Credit Fund IV, L.P., Series 2

March 31, 2015

Occupancy Rates

As of December 31,

Local Limited

Partnership Name

Location

General Partner Name

2014

2013

2012

2011

2010

Apartment Housing of East Brewton, Ltd.

East Brewton, Alabama

Apartment Developers Inc. and Thomas H. Cooksey

N/A

100

Autumn Trace Associates, Ltd.

Silsbee, Texas

Olsen Securities Corp.

N/A

Broken Bow Apartments I, Limited Partnership

Broken Bow, Nebraska

Retro Development, Inc.

N/A

Candleridge Apartments of Waukee L.P. II

Waukee, Iowa

Eric A. Sheldahl

N/A

Chadwick Limited Partnership

Edan, North Carolina

Boyd Management, Inc. Gordon L. Blackwell and Regency Investment Associates

N/A

Comanche Retirement Village, Ltd.

Comanche, Texas

Max L. Rightmer

N/A

Crossings II Limited Dividend Housing Association Limited Partnership

Portage, Michigan

Raymond T. Cato, Jr.

N/A

EW, a Wisconsin Limited Partnership

Evansville, Wisconsin

Philip Wallis, James Poehlman, Cynthia Solfest Wallis, and Anita Poehlman

N/A

Garland Street Limited Partnership

Malvarn, Arkansas

Conrad L. Beggs, Audrey D. Beggs, Russell J. Altizer, and Marjorie L. Beggs

N/A

100

Hereford Seniors Community, Ltd.

Hereford, Texas

Winston Sullivan

N/A

100

Hickory Lane Associates, Ltd.

Newton, Texas

Olsen Securities Corp.

N/A

100

Honeysuckle Court Associates, Ltd.

Vidor, Texas

Olsen Securities Corp.

N/A

			Occupancy Rates As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2012			2011			2010			2009			2008
Apartment Housing of East Brewton, Ltd.	East Brewton, Alabama	Apartment Developers Inc. and Thomas H. Cooksey		100	%		80	%		93	%		90	%		95	%
Autumn Trace Associates, Ltd.	Silsbee, Texas	Olsen Securities Corp.		N/A			95	%		95	%		83	%		97	%
Broken Bow Apartments I, Limited Partnership	Broken Bow, Nebraska	Retro Development, Inc.		N/A			N/A			94	%		100	%		94	%
Candleridge Apartments of Waukee L.P. II	Waukee, Iowa	Eric A. Sheldahl		N/A			N/A			N/A			100	%		91	%
Chadwick Limited Partnership	Edan, North Carolina	Boyd Management, Inc. Gordon L. Blackwell and Regency Investment Associates		N/A			N/A			98	%		98	%		96	%
Comanche Retirement Village, Ltd.	Comanche, Texas	Max L. Rightmer		N/A			N/A			N/A			N/A			100	%
Crossings II Limited Dividend Housing Association Limited Partnership	Portage, Michigan	Raymond T. Cato, Jr.		N/A			N/A			N/A			N/A			N/A
EW, a Wisconsin Limited Partnership	Evansville, Wisconsin	Philip Wallis, James Poehlman, Cynthia Solfest Wallis, and Anita Poehlman		N/A			N/A			N/A			N/A			N/A
Garland Street Limited Partnership	Malvarn, Arkansas	Conrad L. Beggs, Audrey D. Beggs, Russell J. Altizer, and Marjorie L. Beggs		N/A			100	%		100	%		94	%		100	%
Hereford Seniors Community, Ltd.	Hereford, Texas	Winston Sullivan		N/A			100	%		100	%		96	%		93	%
Hickory Lane Associates, Ltd.	Newton, Texas	Olsen Securities Corp.		N/A			92	%		100	%		92	%		92	%
Honeysuckle Court Associates, Ltd.	Vidor, Texas	Olsen Securities Corp.		N/A			98	%		96	%		100	%		96	%

WNC Housing Tax Credit Fund IV, L.P., Series 2
March 31, 2015			Occupancy Rates
			As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2014			2013			2012			2011			2010

Klimpel Manor, Ltd.	Fullerton, California	Klimpel Manor Apartments		98	%		98	%		98	%		97	%		100	%

Lamesa Seniors Community, Ltd.	Lamesa, Texas	Winston Sullivan		N/A			N/A			N/A			100	%		96	%

Laredo Heights Apartments Ltd.	Navasota, Texas	Donald W. Sowell		N/A			N/A			N/A			94	%		94	%

Mountainview Apartments Limited Partnership	North Wilkesboro, North Carolina	John C. Loving and Gordon D. Brown, Jr.		N/A			N/A			N/A			100	%		100	%

Palestine Seniors Community, Ltd.	Palestine, Texas	Winston Sullivan		N/A			N/A			N/A			98	%		93	%

Pecan Grove Limited Partnership	Forrest City, Arkansas	Conrad Beggs, Audrey Beggs and Russell Altizer		N/A			N/A			N/A			84	%		91	%

Pioneer Street Associates	Bakersfield, California	Philip R. Hammond, Jr. and Walter A. Dwelle		91	%		79	%		79	%		88	%		95	%

Sidney Apartments I, Limited Partnership	Sidney, Nebraska	Retro Development, Inc. And Most Worshipful Prince Hall Grand Lodge		N/A			N/A			N/A			N/A			89	%

Southcove Associates	Orange Cove, California	Philip R. Hammond, Jr. and Diane M. Hammond		N/A			N/A			N/A			94	%		98	%

Walnut Turn Associates, Ltd.	Buna, Texas	Olsen Securities Corp.		N/A			N/A			N/A			92	%		92	%

		Weighted average		93	%		86	%		88	%		93	%		96	%

~~WNC Housing~~N/A ~~Tax~~– ~~Credit~~The ~~Fund~~Partnership ~~IV,~~sold ~~L.P.,~~its ~~Series~~interest ~~2 March~~in ~~31,~~the ~~2013~~Local Limited Partnership prior to the respective year end.

			Occupancy Rates As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2012			2011			2010			2009			2008
Klimpel Manor, Ltd.	Fullerton, California	Klimpel Manor Apartments		98	%		97	%		100	%		98	%		100	%
Lamesa Seniors Community, Ltd.	Lamesa, Texas	Winston Sullivan		N/A			100	%		96	%		100	%		96	%
Laredo Heights Apartments Ltd.	Navasota, Texas	Donald W. Sowell		N/A			94	%		94	%		92	%		96	%
Mountainview Apartments Limited Partnership	North Wilkesboro, North Carolina	John C. Loving and Gordon D. Brown, Jr.		N/A			100	%		100	%		100	%		96	%
Palestine Seniors Community, Ltd.	Palestine, Texas	Winston Sullivan		N/A			98	%		93	%		95	%		100	%
Pecan Grove Limited Partnership	Forrest City, Arkansas	Conrad Beggs, Audrey Beggs and Russell Altizer		N/A			84	%		91	%		97	%		91	%
Pioneer Street Associates	Bakersfield, California	Philip R. Hammond, Jr. and Walter A. Dwelle		79	%		88	%		95	%		80	%		93	%
Sidney Apartments I, Limited Partnership	Sidney, Nebraska	Retro Development, Inc. And Most Worshipful Prince Hall Grand Lodge		N/A			N/A			89	%		100	%		72	%
Southcove Associates	Orange Cove, California	Philip R. Hammond, Jr. and Diane M. Hammond		N/A			94	%		98	%		98	%		94	%
Walnut Turn Associates, Ltd.	Buna, Texas	Olsen Securities Corp.		N/A			92	%		92	%		96	%		92	%
		Weighted average		88	%		93	%		96	%		93	%		95	%

~~N/A~~Item ~~- The Partnership sold its interest in the Local LiWed Partnership prior to the respective year end~~3. Legal Proceedings

18The Partnership has a Local Limited Partnership interest in Klimpel Manor, Ltd. (“Klimpel Manor”), a California Limited Partnership. Klimpel Manor owns and operates an apartment complex.

~~Item~~On 3June 4, 2013, the Partnership filed with the District Court for Orange County, California a Complaint for Dissolution and Winding Up of Limited Partnership, Appointment of Receiver, Accounting, and Declaratory Relief, against Klimpel Manor Apartments, the general partner of Klimpel Manor (“Klimpel Manor G.P.”). ~~Legal~~The ~~Proceedings~~Partners entered into a settlement agreement whereby the Local General Partner sold his interest to an entity affiliated with Associates. The Partnership sold its Local Limited Partnership interest in Klimpel Manor on April 30, 2015.

~~NONE~~Item 4. Mine Safety Disclosures

~~Item~~NOT ~~4. Mine Safety Disclosures~~APPLICABLE

~~NOT~~PART ~~APPLICABLE~~II.

~~PART II~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 55a. ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

~~Item~~a) 5aThe Partnership Units are not traded on a public exchange but were sold through a public offering. It is not anticipated that any public market will develop for the purchase and sale of any Partnership Units and none exists. Partnership Units can be assigned or otherwise transferred only if certain requirements in the Partnership Agreement are satisfied.

ab) ~~The~~At ~~Partnership~~March ~~Units~~31, ~~are~~2015 ~~not~~there ~~traded on a public exchange but~~ were ~~sold~~821 ~~through~~Limited aPartners ~~public offering. It is not anticipated that any public market will develop for the purchase~~ and ~~sale~~no assignees of ~~any~~ Partnership Units ~~and~~who ~~none~~were ~~exists.~~not ~~Partnership~~admitted ~~Units~~as ~~can~~Limited ~~be assigned or otherwise transferred only if certain requirements in the Partnership Agreement are satisfied~~Partners.

bc) AtThe ~~March~~Partnership ~~31,~~was ~~2013~~not ~~there~~designed ~~were~~to ~~824~~provide operating cash distributions to Limited Partners,. ~~respectively~~It is possible that the Partnership could make distributions from sale proceeds, if the Partnership is able to sell its Local Limited Partnership Interests or Housing Complexes for more than the related closing costs and any then accrued obligations of the Partnership. There can be no ~~assignees~~assurance in this regard. Any distributions would be made in accordance with the terms of the Partnership ~~Units~~Agreement. ~~who~~For all periods presented there were ~~not~~no ~~admitted~~cash asdistributions to the Limited Partners~~, respectively~~.

c) The Partnership was not designed to provide operating cash distributions to Limited Partners. It is possible that the Partnership could make distributions from sale proceeds, if the Partnership is able to sell its Local Limited Partnership Interests or Housing Complexes for more than the related closing costs and any then accrued obligations of the Partnership. There can be no assurance in this regard. Any distributions would be made in accordance with the terms of the Partnership Agreement. For all periods presented there were no cash distributions to the Limited Partners. d) No securities are authorized for issuance by the Partnership under equity compensation plans. ~~e) The Partnership does not issue common stock. f) No unregistered securities were sold by the Partnership during the years ended March 31, 2013.~~

~~Item~~e) ~~5b.~~The ~~Use~~Partnership ofdoes ~~Proceeds~~not issue common stock.

~~NOT~~f) ~~APPLICABLE~~No unregistered securities were sold by the Partnership during the years ended March 31, 2015.

Item 5c5b. ~~Purchases~~Use of ~~Equity Securities by the Issuer and Affiliated Purchasers~~Proceeds

~~NONE~~NOT APPLICABLE

19Item 5c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~Item 6. Selected Financial Data~~NONE

~~Selected balance sheet information for the Partnership is as follows:~~16

	March 31,
	2013			2012			2011			2010			2009
ASSETS
Cash	$	94,108			44,664		$	42,250		$	19,728		$	31,613
Investments in Local Limited Partnerships, net		-			-			-			-			-
Other assets		-			34,109			34			-			-
Total Assets	$	94,108			78,773		$	42,284		$	19,728		$	31,613
LIABILITIES
Accrued expenses	$	166		$	-		$	-		$	-		$	-
Accrued fees and expenses due to General Partner and affiliates		219,748			532,918			703,504			685,092			628,059
Total Liabilities		219,914			532,918			703,504			685,092			628,059
PARTNERS’ EQUITY (DEFICIT)		(125,806	)		(454,145	)		(661,220	)		(665,364	)		(596,446	)
Total Liabilities and Partners’ Equity (Deficit)	$	94,108		$	78,773		$	42,284		$	19,728		$	31,613

Item 6. Selected Financial Data

20Selected balance sheet information for the Partnership is as follows:

Selected results of operations, cash flows and other information for the Partnership are as follows:

	March 31,

	2015		2014		2013		2012		2011

ASSETS
Cash and cash equivalents	$	12,559	$	40,557	$	94,108	$	44,664	$	42,250
Investments in Local Limited Partnerships, net		-		-		-		-		-
Other assets		54,056		54,080		-		34,109		34

Total Assets	$	66,615	$	94,637	$	94,108	$	78,773	$	42,284

	For the Years Ended March 31,
LIABILITIES
	2013			2012			2011			2010			2009
Accrued expenses	$	-		$	-		$	166		$	-		$	-
Loss from operations (Note 1)	$	(118,812	)	$	(94,999	)	$	(20,505	)	$	(68,929	)	$	(785,642	)
Accrued fees and expenses due to General Partner and affiliates		377,996			292,423			219,748			532,918			703,504
Equity in losses of Local Limited Partnerships		-			-			-			-			(29,895	)
Total Liabilities	$	377,996		$	292,423		$	219,914		$	532,918		$	703,504
Gain on sale of Local Limited Partnerships		447,130			137,061			24,637			-			10,002
PARTNERS' EQUITY (DEFICIT)		(311,381	)		(197,786	)		(125,806	)		(454,145	)		(661,220	)
Interest income		21			13			12			11			5
Total Liabilities and Partners’ Equity (Deficit)	$	66,615		$	94,637		$	94,108		$	78,773		$	42,284
Net income (loss)	$	328,339		$	42,075		$	4,144		$	(68,918	)	$	(805,530	)
Net income (loss) allocated to:
General Partner	$	3,283		$	421		$	41		$	(689	)	$	(8,055	)
Limited Partners	$	325,056		$	41,654		$	4,103		$	(68,229	)	$	(797,475	)
Net income (loss) per Partnership Unit	$	20.85		$	2.67		$	0.26		$	(4.37	)	$	(51.12	)
Outstanding weighted Partnership Units		15,593			15,600			15,600			15,600			15,600

Note 1 - Loss from operations for the years ended March 31, 2013, 2012, 2011, 2010 and 2009, include a charge for impairment losses on investments in Local Limited Partnerships of $0, $0, $0, $0 and $721,757, respectively (see Note 2 to the financial statements).17

21Selected results of operations, cash flows and other information for the Partnership are as follows:

	For the Years Ended March 31,
	2013			2012			2011			2010			2009
	2015			2014			2013			2012			2011
Net cash provided by (used in):
Loss from operations	$	(113,597	)	$	(71,995	)	$	(118,812	)	$	(94,999	)	$	(20,505	)
Operating activities	$	(176,321	)	$	(152,997	)	$	(2,478	)	$	(11,885	)	$	(5,426	)
Gain on sale of Local Limited Partnerships		-			-			447,130			137,061			24,637
Investing activities		225,765			155,411			25,000			-			10,002
Interest income		2			15			21			13			12
Net change in cash		49,444			2,414			22,522			(11,885	)		4,576
Net income (loss)	$	(113,595	)	$	(71,980	)	$	328,339		$	42,075		$	4,144
Cash, beginning of year		44,664			42,250			19,728			31,613			27,037
Net income (loss) allocated to:
Cash, end of year	$	94,108		$	44,664		$	42,250		$	19,728		$	31,613
General Partner	$	(1,136	)	$	(720	)	$	3,283		$	421		$	41
Limited Partners	$	(112,459	)	$	(71,260	)	$	325,056		$	41,654		$	4,103
Net income (loss) per Partnership Unit	$	(7.23	)	$	(4.57	)	$	20.85		$	2.67		$	0.26
Outstanding weighted Partnership Units		15,558			15,588			15,593			15,600			15,600

Low Income Housing Tax Credits per Partnership Unit were as follows for the years ended December 31:

	For the Years Ended March 31,
	2015		2014			2013			2012			2011

Net cash provided by (used in):

Operating activities	$	27,998	$	(53,551	)	$	(176,321	)	$	(152,997	)	$	(2,478	)
Investing activities		-		-			225,765			155,411			25,000

Net change in cash		27,998		(53,551	)		49,444			2,414			22,522

Cash, beginning of year		40,557		94,108			44,664			42,250			19,728

Cash, end of year	$	12,559	$	40,557		$	94,108		$	44,664		$	42,250

		2012		2011		2010		2009		2008
Federal	$	-	$	-	$	-	$	2	$	13
State		-		-		-		-		-
Total	$	-	$	-	$	-	$	2	$	13

22Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Item~~Forward 7.Looking ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Statements

~~Forward~~With ~~Looking~~the ~~Statements~~exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other discussions elsewhere in this Form 10-K contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

~~With~~Risks ~~the exception~~and ofuncertainties ~~the~~inherent ~~discussion~~in ~~regarding~~forward ~~historical~~looking ~~information~~statements include, ~~this~~but ~~“Management’s~~are ~~Discussion~~not ~~and~~limited ~~Analysis~~to, ofthe ~~Financial Condition~~Partnership’s ~~and~~future ~~Results~~cash offlows ~~Operations”~~ and ~~other~~ability ~~discussions~~to ~~elsewhere~~obtain insufficient ~~this~~financing, ~~Form~~level ~~10-K~~of ~~contain~~operating ~~forward~~expenses, ~~looking~~conditions ~~statements. Such~~in ~~statements~~the ~~are~~Low ~~based~~Income onHousing ~~current~~Tax ~~expectations~~Credit ~~subject~~property tomarket ~~uncertainties~~ and ~~other~~the ~~factors~~economy ~~which~~in ~~may~~general, ~~involve~~changes ~~known~~in ~~and~~law ~~unknown risks~~rules ~~that~~and ~~could~~regulations, ~~cause~~and ~~actual~~legal ~~results of operations to differ materially from those projected or implied~~proceedings. Historical ~~Further,~~results ~~certain forward-looking statements~~ are ~~based~~not ~~upon~~necessarily ~~assumptions~~indicative ~~about~~of ~~future~~the ~~events~~operating ~~which~~results ~~may~~for ~~not~~any ~~prove to~~future ~~be accurate~~period.

~~Risks~~Subsequent written and ~~uncertainties~~ ~~inherent~~oral in forward looking statements ~~include,~~attributable ~~but are not limited~~ to, the Partnership’s ~~future~~or ~~cash~~persons ~~flows and~~acting ~~ability~~on toits ~~obtain~~behalf ~~sufficient~~are ~~financing,~~expressly ~~level~~qualified ofin ~~operating~~their ~~expenses,~~entirety ~~conditions~~by incautionary ~~the~~statements ~~Low~~in ~~Income~~this ~~Housing~~Form ~~Tax~~10-K ~~Credit~~and ~~property market~~in ~~and~~other ~~the~~reports ~~economy~~filed inwith ~~general,~~the ~~changes~~Securities inand ~~law~~Exchange ~~rules~~Commission. The ~~and~~following ~~regulations,~~discussion ~~and~~should ~~legal~~be ~~proceedings.~~read ~~Historical~~in ~~results~~conjunction ~~are~~with ~~not~~the ~~necessarily indicative~~financial ofstatements and the ~~operating~~notes ~~results~~thereto ~~for~~included ~~any~~elsewhere ~~future~~in ~~period~~this filing.

~~Subsequent written~~Critical ~~and~~Accounting ~~oral~~Policies ~~forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-K~~ and inCertain ~~other~~Risks ~~reports filed with the Securities~~ and ~~Exchange Commission. The following discussion should be read in conjunction with the financial statements and the notes thereto included elsewhere in this filing.~~Uncertainties

~~Critical~~The ~~Accounting~~Partnership ~~Policies~~believes that the following discussion addresses the Partnership’s most significant accounting policies, which are the most critical to aid in fully understanding and ~~Certain Risks~~evaluating the Partnership’s reported financial results, and ~~Uncertainties~~certain of the Partnership’s risks and uncertainties.

~~The~~Use Partnership believes that the following discussion addresses the Partnership’s most significant accounting policies, which are the most critical to aid in fully understanding and evaluating the Partnership’s reported financial results, and certain of ~~the Partnership’s risks and uncertainties.~~Estimates

~~Use~~The preparation of ~~Estimates~~financial statements in conformity with accounting principles generally accepted in the United States of America 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 materially differ from those estimates.

~~The~~Method ~~preparation~~ of ~~financial~~ ~~statements~~Accounting infor ~~conformity~~Investments ~~with accounting principles generally accepted~~ in ~~the~~Local ~~United~~Limited States of America 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 materially differ from those estimates.Partnerships

~~Method~~The Partnership accounts for its investments in Local Limited Partnerships using the equity method of ~~Accounting~~accounting, whereby the Partnership adjusts its investment balance for ~~Investments~~ its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the product of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments were capitalized as part of the investment account and were being amortized over 30 years (See Notes 2 and 3 to the financial statements).

~~The~~“Equity ~~Partnership accounts for its investments~~ in ~~Local~~losses ~~Limited Partnerships using the equity method~~ of ~~accounting, whereby the Partnership adjusts its investment balance for its share of the~~ Local Limited Partnerships’” ~~results of operations and~~ for ~~any~~each ~~contributions made~~year ~~and~~ended ~~distributions~~March ~~received.~~31 ~~The~~has ~~Partnership~~been ~~reviews~~recorded by the ~~carrying amount of an individual investment in a Local Limited~~ Partnership ~~for~~ ~~possible~~based ~~impairment~~on ~~at least annually or whenever events or changes in circumstances indicate that~~ the ~~carrying~~twelve ~~amount~~months of ~~such~~ ~~investment~~reported ~~may~~results ~~not~~provided ~~be recoverable. Recoverability of such investment is measured~~ by the ~~estimated~~Local ~~value~~Limited ~~derived~~Partnerships byfor ~~management, generally~~each ~~consisting~~year ofended ~~the~~December ~~product~~31. ofEquity ~~the~~in ~~remaining~~losses ~~future~~from ~~Low Income Housing Tax Credits estimated to be allocable to~~ the ~~Partnership~~Local ~~and~~Limited ~~the~~Partnerships ~~estimated~~allocated ~~residual value~~ to the Partnership. Ifis annot ~~investment~~recognized ~~is considered~~ to ~~be impaired,~~ the ~~Partnership~~extent ~~reduces~~that the ~~carrying value of its~~ investment inbalance ~~any~~would ~~such~~be ~~Local~~adjusted ~~Limited~~below ~~Partnership~~zero. If ~~The accounting policies of~~ the Local Limited Partnerships, ~~generally,~~report ~~are~~net ~~expected~~income toin befuture ~~consistent~~years, ~~with those of~~ the Partnership. ~~Costs~~will ~~incurred by~~resume applying the ~~Partnership~~equity inmethod ~~acquiring~~only ~~the~~after ~~investments~~its ~~were~~share ~~capitalized~~of assuch ~~part~~net ofincome equals the ~~investment~~share ~~account~~of ~~and~~net ~~were~~losses ~~being~~not ~~amortized~~recognized ~~over 30~~during ~~years~~the period(~~See~~s) ~~Notes~~the 2equity ~~and~~method 3was ~~to the financial statements)~~suspended.

2319

~~“Equity in~~Distributions ~~losses~~received of Local Limited Partnerships” for each year ended March 31 has been recorded by the Partnership based on the twelve months of reported results provided by the Local Limited Partnerships for each year ended December 31. Equity in losses from the Local Limited Partnerships ~~allocated~~are toaccounted ~~the~~for ~~Partnership~~as isa ~~not~~reduction ~~recognized~~of to the ~~extent that the~~ investment balance ~~would be adjusted below zero~~. Distributions Ifreceived ~~the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only~~ after ~~its share of such net income equals~~ the ~~share~~investment ofhas ~~net~~reached ~~losses~~zero ~~not~~are recognized ~~during~~as ~~the~~distribution ~~period(s) the equity method was suspended~~income.

~~Distributions received~~In ~~from~~accordance with the ~~Local~~accounting ~~Limited~~guidance ~~Partnerships~~for ~~are~~the ~~accounted~~consolidation ~~for~~of asvariable ainterest ~~reduction~~entities, ofthe Partnership determines when it should include the ~~investment~~assets, ~~balance~~liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. ~~Distributions~~The ~~received after~~analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the ~~investment~~primary beneficiary because it has ~~reached~~(1) ~~zero~~the ~~are~~power ~~recognized~~to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as ~~distribution~~defined, ~~income~~no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

InBased ~~accordance with~~on this guidance, the ~~accounting~~Local ~~guidance~~Limited ~~for~~Partnerships in which the ~~consolidation~~Partnership invests meet the definition of ~~variable~~a ~~interest~~VIE ~~entities,~~because the ~~Partnership~~owners ~~determines~~of ~~when~~the itequity ~~should~~at ~~include~~ risk in these entities do not have the ~~assets,~~power ~~liabilities,~~to ~~and~~direct ~~activities~~their ofoperations. aHowever, ~~variable~~management ~~interest~~does ~~entity~~not ~~(VIE)~~consolidate inthe ~~its~~Partnership's ~~financial~~interests ~~statements,~~in ~~and~~these ~~when~~VIEs, as it ~~should~~is ~~disclose information~~not ~~about~~considered ~~its~~to ~~relationship~~be ~~with~~the aprimary ~~VIE.~~beneficiary ~~The~~since ~~analysis~~it ~~that~~does ~~must~~not behave ~~performed~~the power to ~~determine~~direct ~~which~~the ~~entity~~activities ~~should~~that ~~consolidate a~~are ~~VIE~~considered ~~focuses~~most onsignificant ~~control~~to ~~and~~the economic ~~factors.~~performance Aof ~~VIE~~these isentities. aThe ~~legal~~Partnership ~~structure~~currently ~~used~~records tothe ~~conduct~~amount ~~activities~~of orits ~~hold~~investment ~~assets,~~in ~~which~~these ~~must be~~Local ~~consolidated~~Limited byPartnerships aas ~~company~~an ifasset iton isits ~~the~~balance ~~primary~~sheets, ~~beneficiary~~recognizes ~~because~~its itshare ~~has~~of ~~(1)~~partnership ~~the~~income ~~power~~or tolosses ~~direct~~in the ~~activities~~statements of ~~the~~operations, ~~VIE that~~and ~~most~~discloses ~~significantly~~how ~~impact~~it ~~the~~accounts ~~VIE’s~~for ~~economic~~material ~~performance~~types ~~and~~of ~~(2)~~these ~~the~~investments ~~obligation~~in toits ~~absorb~~financial ~~losses~~statements. orThe ~~receive~~Partnership's ~~benefits that~~balance ~~could~~in ~~potentially~~investment bein ~~significant~~Local toLimited Partnerships, plus the ~~VIE.~~risk Ifof ~~multiple~~recapture ~~unrelated~~of ~~parties~~tax ~~share~~credits ~~such~~previously ~~power,~~recognized ason ~~defined~~these investments, norepresents ~~party~~its ~~will~~maximum ~~be required~~exposure to ~~consolidate~~loss. ~~the~~The ~~VIE.~~Partnership's ~~Further,~~exposure to loss on these Local Limited Partnerships is mitigated by the ~~guidance~~condition ~~requires~~and ~~continual~~financial ~~reconsideration~~performance of the ~~primary~~underlying ~~beneficiary~~Housing Complexes as well as the strength of athe ~~VIE~~Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

~~Based on~~Income this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership’s balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership’s exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.Taxes

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income ~~Taxes~~tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2011 remain open.

~~The~~Recent ~~Partnership~~Accounting has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2009 remain open.Changes

~~Recent~~In ~~Accounting~~January ~~Changes~~2014, the FASB issued an amendment to the accounting and disclosure requirements for investments in qualified affordable housing projects. The amendments provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for interim and annual periods beginning after December 15, 2014 and should be applied retrospectively to all periods presented. Early adoption is permitted. The adoption of this update is not expected to materially affect the Partnership's financial statements.

In ~~June 2009~~February 2015, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~No. (2015-02, “~~FASB”)~~Consolidation ~~issued~~(Topic an810): ~~amendment~~Amendments to the ~~accounting~~Consolidation ~~and~~Analysis”. ~~disclosure~~This ~~requirements for~~will ~~the~~improve ~~consolidation~~certain areas of ~~variable~~consolidation ~~interest~~guidance ~~entities~~for ~~(VIEs).~~reporting ~~The~~organizations ~~amended~~that ~~guidance~~are ~~modified~~required ~~the~~to ~~consolidation~~evaluate ~~model~~whether to ~~one~~consolidate ~~based on~~certain ~~control~~legal ~~and~~entities ~~economics,~~such ~~and~~as ~~replaced~~limited ~~quantitative~~partnerships, ~~primary~~limited ~~beneficiary~~liability ~~analysis~~corporations ~~with~~and asecuritization ~~qualitative analysis~~structures. ~~The~~ASU ~~primary~~2015-02 ~~beneficiary of~~simplifies aand ~~VIE~~improves ~~will~~GAAP beby: eliminating the ~~entity~~presumption that ~~has~~a ~~(1)~~general ~~the~~partner ~~power~~should toconsolidate ~~direct~~a ~~the~~limited ~~activities~~partnership, ofeliminating the ~~VIE~~indefinite ~~that~~deferral ~~most~~of ~~significantly~~FASB ~~impact~~Statement ~~the~~No. ~~VIE’s economic~~167, ~~performance~~thereby ~~and~~reducing ~~(2)~~ the ~~obligation~~number toof ~~absorb~~Variable ~~losses~~Interest orEntity ~~receive benefits that could potentially be significant to the~~ (VIE.) Ifconsolidation ~~multiple~~models ~~unrelated~~from ~~parties~~four ~~share such power, as defined, no party will be required~~ to ~~consolidate~~two ~~the~~(including ~~VIE. Further,~~ the ~~amended~~limited ~~guidance~~partnership ~~requires~~consolidation ~~continual~~model) ~~reconsideration~~and ofclarifying ~~the~~when ~~primary~~fees ~~beneficiary~~paid ofto a ~~VIE~~decision ~~and adds~~maker anshould ~~additional~~be ~~reconsideration~~a ~~event~~factor ~~for~~to ~~determination~~include ofin ~~whether an entity is a VIE. Additionally,~~ the ~~amendment~~consolidation ~~requires enhanced~~of ~~and expanded disclosures around~~ VIEs. ~~This~~ASU ~~amendment~~2015-02 ~~was~~will be effective for ~~fiscal~~periods ~~years~~ beginning after ~~November~~December 15, ~~2009~~2015. The ~~adoption~~Partnership ofis ~~this~~currently ~~guidance~~evaluating onthe ~~April~~potential 1,impact ~~2010~~of ~~did~~the ~~not~~adoption ~~have~~of athis ~~material~~guidance ~~effect~~ on ~~the~~its ~~Partnership’s~~ financial statements.

24Certain Risks and Uncertainties

~~In May~~See ~~2011,~~Item ~~the~~1A ~~FASB~~for issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a ~~reporting entity~~discussion ~~should disclose quantitative information~~ of ~~the~~risks ~~unobservable~~regarding ~~inputs and assumptions, a description of~~ the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership~~’s financial statements~~.

~~Certain~~To ~~Risks~~date, certain Local Limited Partnerships have incurred significant operating losses and ~~Uncertainties~~have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partners may be required to sustain the operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership’s investment in certain of such Local Limited Partnerships could be lost, and the loss and recapture of the related Low Income Housing Tax Credits could occur.

~~See Item 1A for a discussion of risks regarding the Partnership.~~20

ToFinancial date, certain Local Limited Partnerships have incurred significant operating losses and have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partners may be required to sustain the operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership’s investment in certain of such Local Limited Partnerships could be lost, and the loss and recapture of the related Low Income Housing Tax Credits could occur.Condition

~~Financial~~The ~~Condition~~Partnership’s assets at March 31, 2015 consisted of $13,000 in cash and cash equivalents and $54,000 in other assets. Liabilities at March 31, 2015 consisted of $378,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below).

~~The~~Results ~~Partnership’s assets at March 31, 2013 consisted~~ of ~~$94,000 in cash. Liabilities at March 31, 2013 consisted of $220,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below).~~Operations

~~Results~~Year Ended March 31,2015 Compared to Year Ended March 31, 2014 The Partnership’s net loss for the year ended March 31, 2015 was $114,000, reflecting an increase of ~~Operations~~approximately $42,000 from the net loss experienced for the year ended March 31, 2014 of $72,000. The increase in net loss was mainly due to a $54,000 increase in write-off of other assets for the year ended March 31, 2015. Capitalized costs from the potential disposition of Local Limited Partnerships were expensed during the prior year due to the length of time it has taken to dispose of the properties. Legal and accounting expenses decreased by $22,000 for the year ended March 31, 2015 due to the timing of the accounting work performed. Other expenses increased by $10,000 mainly due to outsourcing of printing expenses for K-1s.

Year Ended March 31,~~2013~~2014 Compared to Year Ended March 31, ~~2012~~ 2013 The Partnership’s net ~~income~~loss for the year ended March 31,~~2013~~ 2015 was $~~328~~(72,000), reflecting ana ~~increase~~decrease of approximately $~~286~~400,000 from the net income experienced for the year ended March 31, ~~2012~~2013 of $42328,000. The ~~increase~~decrease in net income was mainly due to anno ~~increase of $310,000 in~~ gain on sale of Local Limited Partnerships for the year ended March 31, 2015 compared to $447,000 for year ended March 31, 2013. The gains recorded by the Partnership can vary depending on the sales prices of the Housing Complexes or Local Limited Partnerships that are being sold. Legal and accounting expenses ~~increased~~decreased by $(2145,000) due to the timing of the accounting work performed. There was a $(7,000) increase in write off of other assets for the year ended March 31, 2012. Capitalized costs from the potential disposition of Local Limited Partnership were expensed due to the length of time it has taken to dispose of the properties Distribution income and reporting fees ~~increased (~~decreased) by $(1715,000) and $4(5,000), respectively for the year ended March 31, ~~2013~~2015. These fees vary as Local Limited Partnerships pay the reporting fees and distributions to the Partnership when the Local Limited Partnerships’ cash ~~flow~~flows will allow for the payment. Asset management fees decreased by $1214,000 for the year ended March 31, ~~2013~~2015. The fees are calculated based on the value of invested assets which decreased due to the ~~sale~~sales of Local Limited ~~Partnership~~Partnerships. Write off of other assets decreased by $7,000 for the year ended March 31, 2015. Capitalized costs from the potential disposition of Local Limited Partnerships were expensed during the prior year due to the length of time it has taken to dispose of the properties.

~~Year Ended~~Liquidity March 31,2012 Compared to Year Ended March 31, 2011 The Partnership’s net income for the year ended March 31,2012 was $42,000, reflecting an increase of approximately $38,000 from the net income experienced for the year ended March 31, 2011 of $4,000. The increase in net income was mainly due to an increase of $112,000 in gain on sale of Local Limited Partnerships for the year ended March 31, 2012. The gains recorded by the Partnership can vary depending on the sales prices of the Housing Complexes or Local Limited Partnerships that are being sold. Legal and ~~accounting expenses~~Capital increased by $(64,000) due to the timing of the accounting work performed. Other expenses also increased by $11,000 for the year ended March 31, 2012 due to the outsourcing of data entry management to increase efficiency. Distribution income and reporting fees increased (decreased) by $6,000 and $(5,000), respectively for the year ended March 31, 2012. These fees vary as Local Limited Partnerships pay the reporting fees and distributions to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.Resources

25Year Ended March 31, 2015 Compared to Year Ended March 31, 2014 The net decrease in cash and cash equivalents during the year ended March 31, 2015 was $28,000 compared to a net decrease in cash and cash equivalents for the year ended March 31, 2014 of $54,000. During the year ended March 31, 2015 the Partnership paid $0 of accrued asset management fees to the general partner or affiliate compared to $1,000 paid during the year ended March 31, 2014. Additionally, during the year ended March 31, 2015, the Partnership reimbursed the General Partner or an affiliate $30,000 for operating expenses that were paid on its behalf compared to $54,000 reimbursed during the year ended March 31, 2014. The reimbursements of operating expenses and accrued asset management fees are paid after management reviews the cash position of the Partnership.

~~Liquidity~~ Year Ended March 31, 2014 Compared to Year Ended March 31, 2013 The net decrease in cash during the year ended March 31, 2015 was $(54,000) compared to a net increase in cash for the year ended March 31, 2013 of $49,000. During the year ended March 31, 2015, the Partnership received no sales proceeds compared to $226,000 received during the year ended March 31, 2013. During the year ended March 31, 2015 the Partnership paid $(1,000) of accrued asset management fees to the general partner or affiliate compared to $(156,000) paid during the year ended March 31, 2013. Additionally, during the year ended March 31, 2015, the Partnership reimbursed the General Partner or an affiliate $(54,000) for operating expenses that were paid on its behalf compared to $(41,000) reimbursed during the year ended March 31, 2013. The reimbursements of operating expenses and ~~Capital~~accrued ~~Resources~~asset management fees are paid after management reviews the cash position of the Partnership.

~~Year~~Accrued ~~Ended March 31~~payables, ~~2013~~which ~~Compared~~consist toprimarily ~~Year~~of ~~Ended~~related ~~March~~party ~~31,~~asset ~~2012~~management ~~The~~fees ~~net~~due ~~increase~~to ~~in cash during~~ the ~~year~~General ~~ended March 31~~Partner, ~~2013~~increased ~~was~~(decreased) ~~$49,000~~by ~~compared to~~approximately ~~a net increase in cash for the year ended March 31, 2012 of~~ $286,000~~. During the year ended March 31~~, ~~2013, the Partnership received~~ $~~226~~73,000 ~~in sales proceeds compared to $155~~,~~000~~ ~~received~~and ~~during the year ended March 31, 2012. During the year ended March 31, 2013 the Partnership paid~~ $(~~156~~313,000) ~~of accrued asset management fees to~~ for the ~~general~~years ~~partner or affiliate compared to $(48,000) paid during the year~~ ended March 31, ~~2012. Additionally~~2015, ~~during~~2014 ~~the~~and ~~year~~2013 ~~ended~~respectively. ~~March~~The ~~31,~~General ~~2013,~~Partner ~~the~~does ~~Partnership~~not ~~reimbursed~~anticipate ~~the General~~that ~~Partner~~these oraccrued anfees ~~affiliate~~will ~~$(41,000)~~be ~~for~~paid ~~operating~~until ~~expenses~~such ~~that~~time ~~were~~as ~~paid~~capital onreserves ~~its~~are ~~behalf~~in ~~compared~~excess toof ~~$(140,000)~~future ~~reimbursed during~~foreseeable ~~the~~working ~~year~~capital ~~ended~~requirements ~~March~~of ~~31,~~the ~~2012~~Partnership.

~~Year Ended March 31, 2012 Compared to Year Ended March 31, 2011~~ The ~~net increase in cash during the year ended March 31, 2012 was $2,000 compared to a net increase in cash for the year ended March 31, 2011 of $23,000. During the year ended March 31, 2012, the~~ Partnership ~~received~~ ~~$155,000~~currently inhas ~~sales~~insufficient ~~proceeds~~working ~~compared~~capital to ~~$25,000~~fund ~~received~~its ~~during the year ended March 31, 2011~~operations. ~~During~~Associates ~~the~~has ~~year~~agreed ~~ended March 31, 2012 the Partnership paid $(48,000) of accrued asset management fees~~ to ~~the~~continue ~~general~~providing ~~partner~~advances orsufficient ~~affiliate~~enough ~~compared~~ to nofund ~~such payments made during~~ the ~~year~~operations ~~ended~~and ~~March~~working ~~31,~~capital ~~2011.~~requirements ~~Additionally,~~of ~~during~~ the ~~year ended March 31, 2012, the~~ Partnership ~~reimbursed the~~through ~~General~~June ~~Partner or an affiliate $(140~~30,~~000)~~ ~~for operating expenses that were paid on its behalf compared to $(36,000) reimbursed during the year ended March 31, 2011~~2016.

~~Accrued~~Other payables, which consist primarily of related party asset management fees due to the General Partner, increased (decreased) by approximately $(313,000), $(171,000) and $18,000, for the years ended March 31, 2013, 2012 and 2011 respectively. The General Partner does not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.Matters

The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through June 30, 2014.21

~~Other~~Future ~~Matters~~Contractual Cash Obligations

~~Future~~The ~~Contractual~~following ~~Cash~~table ~~Obligations~~summarizes the Partnership’s future contractual cash obligations as of March 31, 2015:

The following table summarizes the Partnership’s future contractual cash obligations as of March 31, 2013:

	2016		2017		2018		2019		2020		Thereafter		Total

Asset management fees(1)	$	387,188	$	9,192	$	9,192	$	9,192	$	9,192	$	275,760	$	699,716
Total contractual cash obligations	$	387,188	$	9,192	$	9,192	$	9,192	$	9,192	$	275,760	$	699,716

	2014		2015		2016		2017		2018		Thereafter		Total
Asset management fees(1)	$	236,674	$	16,926	$	16,926	$	16,926	$	16,926	$	558,558	$	862,936
Total contractual cash obligations	$	236,674	$	16,926	$	16,926	$	16,926	$	16,926	$	558,558	$	862,936

(1)

Asset management fees are payable annually until termination of the Partnership, which is to occur no later than December 31, 2050. The estimate of the fees payable included herein assumes the retention of the Partnership’s interest in all Housing Complexes owned at March 31, 2015 until December 31, 2050. Amounts due to the General Partner as of March 31, 2015 have been included in the 2016 column. The General Partner does not anticipate that these fees will be paid until such time as capital reserves are in excess of the aggregate of the existing contractual obligations and the anticipated future foreseeable obligations of the Partnership.

~~(1)~~For ~~Asset~~additional ~~management~~information ~~fees~~regarding ~~are~~our ~~payable~~asset ~~annually~~management ~~until~~fees ~~termination~~and ofpayables ~~the Partnership, which is~~ to ~~occur~~Local noLimited ~~later than December 31~~Partnerships, ~~2050.~~see ~~The~~Notes ~~estimate~~3 ~~of the fees payable included herein assumes the retention of the Partnership’s interest in all Housing Complexes until December 31, 2050. Amounts due~~ to the ~~General~~financial ~~Partner~~statements ~~as of March 31, 2013 have been~~ included inelsewhere ~~the 2014 column~~herein. The General Partner does not anticipate that these fees will be paid until such time as capital reserves are in excess of the aggregate of the existing contractual obligations and the anticipated future foreseeable obligations of the Partnership.

~~For additional information regarding our asset management fees and payables to Local Limited Partnerships, see Notes 3~~Off-Balance ~~and~~Sheet ~~5 to the financial statements included elsewhere herein.~~Arrangements

26The Partnership has no off-balance sheet arrangements.

~~Off-Balance~~Exit ~~Sheet Arrangements~~Strategy

~~The~~See ~~Partnership~~Item ~~has no~~1 ~~off-balance~~for ~~sheet~~information ~~arrangements~~in this regard.

~~Exit~~Impact ~~Strategy~~of Recent Accounting Pronouncements

See ~~Item~~footnote 1 ~~for~~to ~~information in~~the ~~this~~audited ~~regard~~financial statements.

~~Impact~~Item of7A. Quantitative ~~Recent~~and ~~Accounting~~Qualitative ~~Pronouncements~~Disclosures Above Market Risk

~~See footnote~~NOT ~~1 to the audited financial statements.~~APPLICABLE

Item 7A8. ~~Quantitative~~Financial Statements and ~~Qualitative~~Supplementary ~~Disclosures Above Market Risk~~Data

~~NOT APPLICABLE~~22

27Report of Independent Registered Public Accounting Firm

~~Item~~To 8.the ~~Financial Statements and Supplementary Data~~Partners

		PAGE
Reports of Independent Registered Public Accounting Firms		F-1
Balance Sheets as of March 31, 2013 and 2012		F-3
Statements of Operations for the years ended March 31, 2013, 2012 and 2011		F-4
Statements of Partners’ Equity (Deficit) for the years ended March 31, 2013, 2012 and 2011		F-5
Statements of Cash Flows for the years ended March 31, 2013, 2012 and 2011		F-6
Notes to Financial Statements		F-7

WNC Housing Tax Credit Fund IV, L.P., Series 2

28We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund IV, L.P., Series 2 (the "Partnership") as of March 31, 2015 and 2014, and the related statements of operations, partners’ equity (deficit), and cash flows for each of the years in the three-year period ended March 31, 2015. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Report~~We conducted our audits in accordance with the standards of ~~Independent Registered~~the Public Company Accounting ~~Firm~~Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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.

ToIn our opinion, the ~~Partners~~ financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund IV, L.P., Series 2 as of March 31, 2015 and 2014 and the results of its operations and its cash flows for the years in the three-year period ended March 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

~~We have~~Our ~~audited~~audits ~~the~~were ~~accompanying~~conducted ~~balance~~for ~~sheet~~the purpose of ~~WNC~~forming ~~Housing~~an ~~Tax~~opinion ~~Credit~~on ~~Fund~~the ~~IV,~~basic Lfinancial statements taken as a whole.~~P.,~~ ~~Series~~The 2schedule listed under Item 15(a)(2) in the ~~Partnership)~~index asrelated ofto ~~March~~each ~~31, 2013,and~~of the ~~related~~years ~~statements~~in ofthe ~~operations,~~three-year ~~partners’~~period ~~equity~~ended ~~(deficit)~~March 31, ~~and~~2015 ~~cash~~is ~~flows~~presented for the ~~year~~purpose ~~then~~of ~~ended.~~complying ~~The~~with ~~Partnership’~~the Securities and Exchange Commission's ~~management~~ rules and is ~~responsible~~not ~~for~~part ~~these~~of the basic financial statements. ~~Our~~This ~~responsibility~~schedule ishas been subjected to ~~express~~the anauditing ~~opinion~~procedures onapplied ~~these~~to the audits of the basic financial statements ~~based~~ onand, in our ~~audit~~opinion, fairly states in all material respects the financial statement data required to be set forth therein in relation to the basic financial statements taken as a whole.

We conducted our audit 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. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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~~CohnReznick 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 audit provides a reasonable basis for our opinion.LLP

~~In our opinion~~Bethesda, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund IV, L.P., Series 2 as of March 31, 2013 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.Maryland

~~Our~~June ~~audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed under Item 15(a)(2) in the index related to the year ended March 31~~17, 2013 is presented for the purpose of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied to the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial statement data required to be set forth therein in relation to the basic financial statements taken as a whole.2015

~~/s/ CohnReznick LLP Bethesda, Maryland June 18, 2013~~23

~~F-1~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

~~REPORT OF~~(A ~~INDEPENDENT~~California ~~REGISTERED PUBLIC~~Limited ~~ACCOUNTING FIRM~~Partnership)

ToBALANCE ~~the Partners WNC Housing Tax Credit Fund IV, L.P., Series 2~~SHEETS

We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund IV, L.P., Series 2 (the Partnership) as of March 31, 2012, and the related statements of operations, partners’ equity (deficit) and cash flows for each of the years in the two-year period ended March 31, 2012. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

	March 31,

	2015			2014
ASSETS
Cash and cash equivalents	$	12,559		$	40,557
Investments in Local Limited Partnerships, net (Notes 2 and 3)		-			-
Other assets		54,056			54,080

Total Assets	$	66,615		$	94,637

LIABILITIES AND PARTNERS’ EQUITY (DEFICIT)

Liabilities:
Accrued fees and expenses due to General Partner and affiliates (Note 3)	$	377,996		$	292,423

Total Liabilities		377,996			292,423

Partners’ Equity (Deficit)
General Partner		163,229			164,365
Limited Partners (20,000 Partnership Units authorized; 15,558 and 15,588, respectively, Partnership Units issued and outstanding)		(474,610	)		(362,151	)

Total Partners’ Equity (Deficit)		(311,381	)		(197,786	)

Total Liabilities and Partners’ Equity (Deficit)	$	66,615		$	94,637

WeSee ~~conducted~~accompanying ~~our~~notes ~~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. The Partnership is not required to have, nor were we engaged to perform, an audit of its 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 WNC Housing Tax Credit Fund IV, L.P., Series 2 as of March 31, 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2012, in conformity with accounting principles generally accepted in the United States of America.24

~~Our~~WNC ~~audits~~HOUSING ~~were~~TAX ~~conducted for~~CREDIT ~~the~~FUND ~~purpose~~IV, ~~of forming an opinion on the basic financial statements taken as a whole~~L. The schedules listed under Item 15(a)(2) in the index related to the years above are presented for the purpose of complying with the Securities and Exchange Commission’s rules and are not part of the basic financial statementsP. ~~These schedules have been subjected to the auditing procedures applied to the audits of the basic financial statements and~~, inSERIES ~~our opinion, fairly state in all material respects the financial statement data required to be set forth therein in relation to the basic financial statements taken as a whole.~~2

~~/s/~~(A ~~Reznick~~California ~~Group,~~Limited ~~P.C. Bethesda, Maryland June 14, 2012~~Partnership)

~~www.reznickgroup.com~~STATEMENTS OF OPERATIONS

~~F-2~~For the Years Ended March 31, 2015, 2014 and 2013

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

	For the Years Ended March 31,
	2015			2014			2013

Operating income:
Distribution income	$	-		$	-		$	15,000
Reporting fees		2,000			2,000			6,767
Total operating income		2,000			2,000			21,767

Operating expenses:
Asset management fees (Note 3)		17,284			17,104			31,130
Accounting and legal fees		23,633			45,755			90,847
Write-off of other assets		54,080			-			6,950
Other		20,600			11,136			11,652
Total operating expenses		115,597			73,995			140,579

Loss from operations		(113,597	)		(71,995	)		(118,812	)

Gain on sale of Local Limited Partnerships		-			-			447,130

Interest income		2			15			21

Net income (loss)	$	(113,595	)	$	(71,980	)	$	328,339

Net income (loss) allocated to:
General Partner	$	(1,136	)	$	(720	)	$	3,283
Limited Partners	$	(112,459	)	$	(71,260	)	$	325,056

Net income (loss) per Partnership Unit	$	(7.23	)	$	(4.57	)	$	20.85

Outstanding weighted Partnership Units		15,558			15,588			15,593

~~(A California~~See ~~Limited~~accompanying ~~Partnership)~~notes to financial statements

~~BALANCE SHEETS~~25

	March 31,
	2013			2012
ASSETS
Cash	$	94,108		$	44,664
Investments in Local Limited Partnerships, net (Notes 2 and 3)		-			-
Other assets	$	-		$	34,109
Total Assets		94,108			78,773
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT)
Liabilities:
Accrued expenses	$	166		$	-
Accrued fees and expenses due to General Partner and affiliates (Note 3)		219,748			532,918
Total Liabilities		219,914			532,918
Partners’ Equity (Deficit)
General Partner		165,085			161,802
Limited Partners (20,000 Partnership Units authorized; 15,593 and 15,600, respectively, Partnership Units issued and outstanding)		(290,891	)		(615,947	)
Total Partners’ Equity (Deficit)		(125,806	)		(454,145	)
Total Liabilities and Partners’ Equity (Deficit)	$	94,108		$	78,773

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

~~See accompanying~~(A ~~notes~~California toLimited ~~financial statements~~Partnership)

~~F-3~~STATEMENTS OF PARTNERS’ EQUITY (DEFICIT)

~~WNC HOUSING~~For ~~TAX~~the ~~CREDIT~~Years ~~FUND~~Ended IVMarch 31, ~~L.P.~~2015, ~~SERIES~~2014 2and 2013

(A California Limited Partnership)

	General Partner			Limited Partners			Total

Partners’ equity (deficit) at March 31, 2012	$	161,802			(615,947	)		(454,145	)

Net income		3,283			325,056			328,339
Partners’ equity (deficit) at March 31, 2013		165,085			(290,891	)		(125,806	)

Net loss		(720	)		(71,260	)		(71,980	)
Partners’ equity (deficit) at March 31, 2014		164,365		$	(362,151	)	$	(197,786	)

Net loss		(1,136	)		(112,459	)		(113,595	)

Partners’ equity (deficit) at March 31, 2015	$	163,229		$	(474,610	)	$	(311,381	)

~~STATEMENTS OF~~See ~~OPERATIONS~~accompanying notes to financial statements

~~For the years Ended March 31, 2013, 2012 and 2011~~26

	For the Years Ended March 31,
	2013			2012			2011
Distribution income	$	15,000		$	31,688		$	25,336
Reporting fees		6,767			2,850			8,199
Total operating income		21,767			34,538			33,535
Operating expenses:
Asset management fees (Note 3)		31,130			42,900			42,900
Accounting and legal fees		90,847			70,021			5,745
Write-off of other assets		6,950			-			-
Other		11,652			16,616			5,395
Total operating expenses		140,579			129,537			54,040
Loss from operations		(118,812	)		(94,999	)		(20,505	)
Gain on sale of Local Limited Partnerships		447,130			137,061			24,637
Interest income		21			13			12
Net income	$	328,339		$	42,075		$	4,144
Net income allocated to:
General Partner	$	3,283		$	421		$	41
Limited Partners	$	325,056		$	41,654		$	4,103
Net income per Partnership Unit	$	20.85		$	2.67		$	0.26
Outstanding weighted Partnership Units		15,593			15,600			15,600

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

~~See accompanying~~(A ~~notes~~California toLimited ~~financial statements~~Partnership)

~~F-4~~STATEMENTS OF CASH FLOWS

~~WNC HOUSING~~For ~~TAX~~the ~~CREDIT~~Years ~~FUND~~Ended IVMarch 31, ~~L.P.~~2015, ~~SERIES~~2014 2and 2013

(A California Limited Partnership)

	For The Years Ended March 31,

	2015			2014			2013

Cash flows from operating activities: Net income (loss)	$	(113,595	)	$	(71,980	)	$	328,339
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on sale of Local Limited Partnerships		-			-			(447,130	)
(Increase) decrease in other assets		24			(54,080	)		2,360
Increase (decrease) in accrued expenses		-			(166	)		166
Increase (decrease) in accrued fees and expenses due to General Partner and affiliates		85,573			72,675			(60,056	)

Net cash used in operating activities		(27,998	)		(53,551	)		(176,321	)

Cash flows from investing activities:
Proceeds from sale of Local Limited Partnerships		-			-			225,765

Net cash provided by investing activities		-			-			225,765

Net increase (decrease) in cash and cash equivalents		(27,998	)		(53,551	)		49,444

Cash and cash equivalents, beginning of year		40,557			94,108			44,664

Cash and cash equivalents, end of year	$	12,559		$	40,557		$	94,108

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Taxes paid	$	800		$	-		$	-

NON-CASH FINANCING ACTIVITIES:
Gain on sale of Local Limited Partnerships was increased and accrued fees and expenses due to the General Partner and affiliates was decreased for sales proceeds paid directly to Associates	$	-		$	-		$	253,114

~~STATEMENTS OF~~See ~~PARTNERS’~~accompanying ~~EQUITY~~notes ~~(DEFICIT)~~to financial statements

~~For the years Ended March 31, 2013, 2012 and 2011~~27

	General			Limited
	Partner			Partners			Total
Partners’ deficit at March 31, 2010	$	(3,660	)	$	(661,704	)	$	(665,364	)
Net income		41			4,103			4,144
Partners’ deficit at March 31, 2011		(3,619	)		(657,601	)		(661,220	)
Contribution (Note 5)		165,000			-			165,000
Net income		421			41,654			42,075
Partners’ equity (deficit) at March 31, 2012		161,802			(615,947	)		(454,145	)
Net income		3,283			325,056			328,339
Partners’ equity (deficit) at March 31, 2013	$	165,085		$	(290,891	)	$	(125,806	)

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

~~See accompanying~~(A ~~notes~~California toLimited ~~financial statements~~Partnership)

~~F-5~~NOTES TO FINANCIAL STATEMENTS

~~WNC HOUSING~~For ~~TAX~~the ~~CREDIT~~years ~~FUND~~Ended IVMarch 31, ~~L.P.~~2015, ~~SERIES~~2014 2and 2013

~~(A California~~NOTE ~~Limited~~1 ~~Partnership)~~– ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~STATEMENTS OF CASH FLOWS~~Organization

~~For~~ WNC Housing Tax Credit Fund IV, L.P., Series 2 (the ~~years~~“Partnership”) ~~Ended~~is ~~March~~a 31California Limited Partnership formed under the laws of the State of California on September 27, ~~2013~~1993. The Partnership was formed to acquire limited partnership interests in other limited partnerships ("Local Limited Partnerships") which own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, ~~2012~~operating and ~~2011~~managing the Housing Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

	For The Years Ended March 31,
	2013			2012			2011
Cash flows from operating activities:
Net income	$	328,339		$	42,075		$	4,144
Adjustments to reconcile net income to net cash used in operating activities:
Gain on sale of Local Limited Partnerships		(447,130	)		(137,061	)		(24,637	)
(Increase) decrease in other assets		2,360			(52,425	)		(397	)
Increase in accrued expenses		166			-			-
Increase (decrease) in accrued fees and expenses due to General Partner and affiliates		(60,056	)		(5,586	)		18,412
Net cash used in operating activities		(176,321	)		(152,997	)		(2,478	)
Cash flows from investing activities:
Proceeds from sale of Local Limited Partnerships		225,765			155,411			25,000
Net cash provided by investing activities		225,765			155,411			25,000
Net increase in cash		49,444			2,414			22,522
Cash, beginning of year		44,664			42,250			19,728
Cash, end of year	$	94,108		$	44,664		$	42,250
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid	$	-		$	800		$	800
NON-CASH FINANCING ACTIVITIES:
Gain on sale of Local Limited Partnerships was increased and accrued fees and expenses due to the General Partner and affiliates was decreased for sales proceeds paid directly to Associates	$	253,114		$	-		$	-
Advances made to the Partnership by the General Partner in prior years and converted to General Partner equity	$	-		$	165,000		$	-

~~See accompanying~~The ~~notes~~Partnership shall continue in full force and effect until December 31, 2050 unless terminated prior to ~~financial~~that ~~statements~~date pursuant to the partnership agreement or law.

~~F-6~~The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.

~~WNC HOUSING~~The ~~TAX~~Partnership ~~CREDIT~~Agreement ~~FUND~~authorized IVthe sale of up to 20,000 Lunits of limited partnership interest (“Partnership Units”) at $1,000 per Partnership Unit.P The offering of Partnership Units has concluded, and 15,600 Partnership Units representing subscriptions in the amount of $15,241,000, net of volume discounts of $359,000, had been accepted. As of March 31, ~~SERIES~~2015 2and 2014, a total of 15,558 and 15,588 Partnership Units, respectively, remain outstanding. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors (the “Limited Partners”) in the Partnership will be allocated the remaining 99% of these items in proportion to their respective investments.

~~(A California~~The proceeds from the disposition of any of the Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership. Should such distributions occur, the Limited Partners will be entitled to receive distributions from the proceeds remaining after payment of Partnership obligations and funding reserves, equal to their capital contributions and their return on investment (as defined in the Partnership Agreement). The General Partner would then be entitled to receive proceeds equal to its capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

~~NOTES TO~~Risks ~~FINANCIAL~~and ~~STATEMENTS~~Uncertainties

~~For~~ An investment in the ~~years~~Partnership ~~Ended~~and ~~March~~the 31Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks. These risks may impact the tax benefits of an investment in the Partnership, ~~2013~~and the amount of proceeds available for distribution to the Limited Partners, ~~2012~~if ~~and~~any, ~~2011~~on liquidation of the Partnership’s investments. Some of those risks include the following:

~~NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~28

~~Organization~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

~~WNC Housing Tax Credit Fund IV, L.P., Series 2~~ (~~the~~A ~~“Partnership”) is a~~ California Limited Partnership formed under the laws of the State of California on September 27, 1993. The Partnership was formed to acquire limited partnership interests in other limited partnerships (“Local Limited Partnerships”) which own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

~~The general~~NOTES ~~partner~~TO ofFINANCIAL the Partnership is WNC Tax Credit Partners IV, L.P. (the “General Partner”). The general partner of the General Partner is WNC & Associates, Inc. (“Associates”). The chairman and the president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates as the General Partner and the Partnership have no employees of their own.STATEMENTS

~~The Partnership~~For ~~shall~~the ~~continue~~years inEnded ~~full~~March ~~force and effect until December~~ 31, ~~2050~~2015, ~~unless~~2014 ~~terminated~~and ~~prior to that date pursuant to the partnership agreement or law.~~2013

~~The financial~~NOTE ~~statements~~1 ~~include~~– ~~only~~ORGANIZATION ~~activity~~AND ~~relating~~SUMMARY toOF ~~the~~SIGNIFICANT ~~business~~ACCOUNTING ~~of the Partnership~~POLICIES, ~~and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.~~continued

The ~~Partnership~~ ~~Agreement~~Low ~~authorized~~Income ~~the~~Housing ~~sale~~Tax ofCredits uprules toare ~~20,000~~extremely ~~units~~complicated. ofNoncompliance ~~limited~~with ~~partnership~~these ~~interest~~rules ~~(“Partnership~~results ~~Units”) at~~in ~~$1,000~~the ~~per~~loss ~~Partnership~~of ~~Unit.~~future ~~The~~Low ~~offering~~Income Housing Tax Credits and the fractional recapture of ~~Partnership~~Low ~~Units~~Income ~~has~~Housing ~~concluded,~~Tax ~~and~~Credits ~~15,600~~already ~~Partnership~~taken. ~~Units~~In ~~representing~~most ~~subscriptions in~~cases the annual amount of ~~$15,241,000,~~Low ~~net~~Income ofHousing ~~volume~~Tax ~~discounts~~Credits ofthat ~~$359,000,~~an ~~had~~individual ~~been~~can ~~accepted.~~use ~~The~~is ~~General~~limited ~~Partner~~to ~~has~~the atax 1%liability ~~interest~~due ~~in operating~~on ~~profits~~the ~~and~~person’s ~~losses~~last $25,000 of taxable income. ~~and~~The ~~losses,~~Local ~~cash~~Limited ~~available~~Partnerships ~~for~~may ~~distribution~~be ~~from~~unable to sell the ~~Partnership~~Housing ~~and~~Complexes ~~Low~~at ~~Income~~a ~~Housing Tax~~price ~~Credits~~which ofwould result in the Partnership. ~~The~~realizing ~~investors~~cash ~~(the~~distributions ~~“Limited~~or ~~Partners”)~~proceeds infrom the transaction. Accordingly, the Partnership ~~will~~may be ~~allocated~~unable ~~the~~to ~~remaining 99%~~distribute ofany ~~these~~cash ~~items~~to inits ~~proportion~~Limited toPartners. ~~their~~Low ~~respective~~Income ~~investments~~Housing Tax Credits may be the only benefit from an investment in the Partnership.

The ~~proceeds~~ ~~from~~Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the ~~disposition~~results of ~~any~~operation of ~~the~~each single Housing ~~Complexes~~Complex will behave ~~used~~a ~~first~~greater toimpact ~~pay~~on ~~debts~~the ~~and~~Partnership. ~~other~~With ~~obligations~~limited ~~per~~diversity, poor performance of one Housing Complex could impair the ~~respective~~ Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership ~~Agreement.~~failed ~~Any~~to ~~remaining~~pay ~~proceeds~~its ~~will~~mortgage, ~~then~~it becould ~~paid~~lose its Housing Complex in foreclosure. If foreclosure were to occur during the ~~partners~~first of15 years (the ~~Local~~“Compliance ~~Limited Partnership~~Period”), ~~including~~ the ~~Partnership~~loss of any remaining future Low Income Housing Tax Credits, ina ~~accordance~~fractional ~~with~~recapture ~~the~~of ~~terms~~prior Low Income Housing Tax Credits, and a loss of the ~~particular~~Partnership’s ~~Local~~investment ~~Limited~~in ~~Partnership~~the ~~Agreement~~Housing Complex would occur. The ~~sale~~Partnership ofis a ~~Housing Complex~~limited ~~may~~partner beor ~~subject~~non-managing tomember ~~other~~of ~~restrictions~~each ~~and~~Local ~~obligations~~Limited Partnership. Accordingly, ~~there~~the ~~can~~Partnership bewill nohave ~~assurance~~very ~~that~~limited arights with respect to management of the Local Limited Partnerships. The Partnership will berely ~~able~~totally toon ~~sell~~the ~~its~~Local ~~Housing~~General ~~Complex~~Partners. ~~Even~~Neither ifthe itPartnership’s ~~does~~investments soin Local Limited Partnerships, ~~there~~nor ~~can~~the beLocal noLimited ~~assurance~~Partnerships’ ~~that~~investments ~~any~~in ~~significant~~Housing ~~amounts~~Complexes, ofare ~~cash~~readily ~~will~~ marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be ~~distributed~~subject to one or more of the ~~Partnership.~~following ~~Should~~risks: ~~such~~difficulties ~~distributions~~in ~~occur,~~obtaining tenants for the ~~Limited~~Housing ~~Partners~~Complexes; ~~will~~difficulties bein ~~entitled~~obtaining torent ~~receive~~increases; limitations on cash distributions ~~from~~; ~~the~~limitations ~~proceeds~~on ~~remaining~~sales ~~after~~or ~~payment~~refinancing of ~~Partnership~~Housing ~~obligations~~Complexes; ~~and~~limitations ~~funding~~on ~~reserves,~~transfers ~~equal~~of tointerests ~~their~~in ~~capital~~Local ~~contributions and~~Limited ~~their~~Partnerships; ~~return~~limitations on ~~investment~~removal ~~(as~~of ~~defined~~Local inGeneral ~~the~~Partners; ~~Partnership~~limitations ~~Agreement)~~on subsidy programs; and possible changes in applicable regulations. Uninsured ~~The~~casualties ~~General~~could ~~Partner~~result ~~would~~in ~~then~~loss beof ~~entitled~~property toand ~~receive proceeds~~Low ~~equal~~Income toHousing ~~its~~Tax ~~capital~~Credits ~~contributions~~and ~~from~~recapture ~~the~~of ~~remainder.~~Low ~~Any~~Income ~~additional~~Housing ~~sale~~Tax orCredits ~~refinancing~~previously ~~proceeds~~taken. ~~will~~The bevalue ~~distributed 90%~~of real estate is subject to ~~the~~risks ~~Limited~~from ~~Partners~~fluctuating ~~(in~~economic ~~proportion~~conditions, toincluding ~~their~~employment ~~respective~~rates, ~~investments)~~inflation, tax, environmental, land use and ~~10%~~zoning topolicies, ~~the~~supply ~~General~~and ~~Partner~~demand of similar properties, and neighborhood conditions, among others.

~~Risks~~ The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and ~~Uncertainties~~challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the Limited Partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes.

~~An investment~~Anticipated infuture and existing cash resources of the Partnership ~~and~~are not sufficient to pay existing liabilities of the Partnership’s. However, ~~investments~~substantially inall ~~Local~~of ~~Limited~~the ~~Partnerships~~existing ~~and~~liabilities ~~their~~of ~~Housing~~the ~~Complexes~~ Partnership are ~~subject~~payable to ~~risks~~the General Partner and/or its affiliates. Though ~~These~~the ~~risks~~amounts ~~may~~payable ~~impact~~to the ~~tax~~General ~~benefits~~Partner ofand/or anits ~~investment~~affiliates inare contractually currently payable, the Partnership, anticipates that the General Partner and/or its affiliates will not require the ~~amount~~payment of ~~proceeds available~~these ~~for~~contractual ~~distribution~~obligations tountil capital reserves are in excess of the ~~Limited~~aggregate ~~Partners,~~of ifthen ~~any,~~existing oncontractual ~~liquidation~~obligations and then anticipated future foreseeable obligations of the Partnership~~’s investments~~. The ~~Some~~Partnership ofwould ~~those risks~~be ~~include~~adversely affected should the ~~following:~~General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

~~F-7~~All of the Low Income Housing Tax Credits anticipated to be realized from the Local Limited Partnerships have been realized. The Partnership does not anticipate being allocated any Low Income Housing Tax Credits from the Local Limited Partnerships in the future.

~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2~~29

~~(A California~~WNC ~~Limited~~HOUSING ~~Partnership)~~TAX CREDIT FUND IV, L.P., SERIES 2

~~NOTES TO~~(A ~~FINANCIAL~~California ~~STATEMENTS~~Limited ~~– CONTINUED~~Partnership)

~~For the~~NOTES ~~years~~TO ~~Ended~~FINANCIAL ~~March 31, 2013, 2012 and 2011~~STATEMENTS

~~NOTE 1~~For -the ~~ORGANIZATION~~years ~~AND~~Ended ~~SUMMARY~~March OF31, ~~SIGNIFICANT~~2015, ~~ACCOUNTING~~2014 ~~POLICIES,~~and ~~continued~~2013

~~The Low~~NOTE ~~Income~~1 ~~Housing~~– ~~Tax~~ORGANIZATION ~~Credits~~AND ~~rules~~SUMMARY ~~are~~OF ~~extremely~~SIGNIFICANT ~~complicated.~~ACCOUNTING Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25POLICIES,~~000~~ of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction. Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.continued

~~The Partnership~~No ~~has~~trading ~~invested~~market infor ~~a limited number of Local Limited Partnerships. Such limited diversity means that~~ the ~~results of operation of each single Housing Complex will have a greater impact on the~~ Partnership. ~~With~~Units ~~limited~~exists ~~diversity,~~or ~~poor~~is ~~performance~~expected ~~of one Housing Complex could impair the Partnership’s ability~~ to ~~satisfy its investment objectives~~develop. ~~Each Housing Complex is subject to mortgage indebtedness. If a Local~~ Limited ~~Partnership~~Partners ~~failed~~may tobe ~~pay~~unable ~~its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were~~ to ~~occur~~sell ~~during~~their ~~the~~Partnership ~~first~~Units 15except ~~years~~at ~~(the “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits,~~ a ~~fractional~~discount ~~recapture of prior Low Income Housing Tax Credits,~~ and ashould ~~loss~~consider oftheir ~~the~~ Partnership~~’s investment~~ inUnits ~~the~~to ~~Housing~~be ~~Complex would occur. The Partnership is~~ a ~~limited partner or non~~long-~~managing~~term ~~member~~investment. ofIndividual ~~each Local~~ Limited ~~Partnership.~~ ~~Accordingly,~~Partners ~~the Partnership~~ will have ~~very~~no ~~limited~~recourse ~~rights~~if with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they ~~may~~disagree bewith ~~subject~~actions toauthorized ~~one~~by ora ~~more~~vote of the ~~following risks:~~majority ~~difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing~~ of ~~Housing Complexes; limitations on transfers of interests in Local~~ Limited ~~Partnerships;~~ ~~limitations on removal of Local General~~ Partners~~; limitations on subsidy programs; and possible changes in applicable regulations~~. Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

The ~~ability~~ ~~of Limited Partners to claim tax losses from the~~ Partnership iscurrently ~~limited.~~has ~~The~~insufficient ~~IRS~~working ~~may~~capital ~~audit~~to ~~the~~fund ~~Partnership or a Local Limited Partnership and challenge the tax treatment of tax items~~operations. ~~The~~Associates ~~amount~~has ofagreed ~~Low~~to ~~Income~~continue ~~Housing~~providing ~~Tax~~advances ~~Credits~~sufficient ~~and~~enough ~~tax losses allocable~~ to ~~the~~fund ~~Limited Partners could be reduced if~~ the ~~IRS~~operations ~~were~~and ~~successful~~working incapital ~~such~~requirements aof ~~challenge. The alternative minimum tax could reduce tax benefits from an investment in~~ the Partnership. ~~Changes~~through inJune ~~tax~~30, ~~laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes~~2016.

~~Anticipated future~~Exit and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.Strategy

~~All of~~The ~~the~~Compliance ~~Low~~Period ~~Income~~for a Housing ~~Tax~~Complex ~~Credits~~is ~~anticipated~~generally to15 beyears ~~realized~~following ~~from~~construction ~~the~~or ~~Local~~rehabilitation ~~Limited~~completion. ~~Partnerships~~Associates ~~have~~was ~~been~~one ~~realized.~~of ~~The~~the ~~Partnership does~~first ~~not~~in ~~anticipate~~the ~~being~~industry ~~allocated~~to ~~any~~offer syndicated investments in Low Income Housing Tax Credits. The ~~from~~initial ~~the~~programs ~~Local~~have ~~Limited~~completed ~~Partnerships~~their inCompliance ~~the future~~Periods.

~~F-8~~Upon the sale of a Local Limited Partnership Interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met.

~~WNC HOUSING~~With ~~TAX~~that ~~CREDIT~~in ~~FUND IV~~mind, Lthe General Partner is continuing its review of the Housing Complexes.P. The review considers many factors, ~~SERIES~~including 2extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

~~(A California~~Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to wind down the Partnership as Low Income Housing Tax Credits are no longer available. Local Limited Partnership) Interests may be disposed of any time by the General Partner in its discretion. While liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of March 31, 2015.

~~NOTES TO~~The ~~FINANCIAL~~proceeds ~~STATEMENTS~~from –the ~~CONTINUED~~disposition of any of the Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership, as the proceeds first would be used to pay Partnership obligations and funding of reserves.

~~For~~ On February 24, 2012, the ~~years~~Partnership ~~Ended~~filed preliminary consent solicitation materials with the Securities and Exchange Commission (“SEC”) regarding the adoption of a plan of liquidation. Definitive materials were filed with the SEC on March 3112, ~~2013~~2012. Materials were disseminated to the Limited Partners on March 12, 2012. The Partnership sought approval to have a formal plan of liquidation of selling its limited partnership interests or selling the underlying Housing Complexes of each of the Local Limited Partnerships. On May 8, 2012, the Partnership received the majority vote in favor of the plan for dissolution. Therefore, the Partnership is engaging third party appraisers to appraise several or all of the Local Limited Partnerships in this Partnership. The appraisal is one of the preliminary steps that need to be completed in order to move forward with the approved liquidation plan. The expense incurred for the appraisals, or any other disposition related expenses the Partnership incurs, are being capitalized and ~~2011~~will remain on the balance sheet until the respective Local Limited Partnership is sold. At the time of disposition the capitalized costs will be netted with any cash proceeds that are received in order to calculate the gain or loss on the disposition.

~~NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued~~30

~~No trading~~WNC ~~market~~HOUSING ~~for~~TAX ~~the~~CREDIT ~~Partnership~~FUND ~~Units~~IV, ~~exists or is expected to develop~~L. ~~Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment~~P., ~~Individual~~SERIES ~~Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.~~2

~~The Partnership~~(A ~~currently~~California ~~has~~Limited ~~insufficient working capital to fund operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the~~ Partnership ~~through June 30, 2014.~~)

~~Exit Strategy~~NOTES TO FINANCIAL STATEMENTS

~~The Compliance~~For ~~Period~~the ~~for a Housing Complex is generally 15~~ years ~~following~~Ended ~~construction~~March or31, ~~rehabilitation~~2015, ~~completion.~~2014 ~~Associates was~~and ~~one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.~~2013

~~Upon the~~NOTE ~~sale~~1 of– aORGANIZATION ~~Local~~AND ~~Limited~~SUMMARY ~~Partnership~~OF ~~Interest~~SIGNIFICANT orACCOUNTING ~~Housing Complex after the end of the Compliance Period~~POLICIES, ~~there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met.~~continued

~~With that~~As inof ~~mind~~March 31, 2014, the ~~General~~Partnership ~~Partner~~sold isits ~~continuing~~Local ~~its~~Limited ~~review~~Partnership ofInterest ~~the~~in E.W., Crossing II Limited Dividend Housing ~~Complexes~~Association LP, Comanche Retirement Village Ltd, Candleridge Apartment of Waukee L.P. ~~The~~II, ~~review~~Mountainview ~~considers~~Apartments, ~~many~~LP, ~~factors~~Chadwick Limited Partnership, ~~including extended~~Broken ~~use~~Bow ~~requirements~~Apartments ~~(such~~I, asLP, ~~those~~Sidney ~~due~~Apartments toI, ~~mortgage~~LP, ~~restrictions~~Autumn orTrace ~~state~~Associates, ~~compliance~~Hickory ~~agreements)~~Lane Associates, ~~the~~Honeysuckle ~~condition~~Court ofAssociates, ~~the~~Walnut ~~Housing Complexes~~Turn Associates, ~~and~~Ltd, ~~the~~Southcove ~~tax~~Associates, ~~consequences~~Hereford toSeniors ~~the~~Community, ~~Limited~~Ltd, ~~Partners~~Palestine ~~from~~Seniors ~~the~~Community, ~~sale~~Ltd, ofGarland ~~the~~Street, LP, Pecan Grove, LP, Lamesa Seniors Community, Ltd, Laredo Heights Apartments and Apartment Housing ~~Complexes~~of E. Brewton, Ltd.

~~Upon identifying~~As ~~those~~of ~~Housing~~March ~~Complexes with the highest potential for a successful sale~~31, ~~refinancing or re-syndication~~2014, the Partnership ~~expects~~ tohas ~~proceed~~identified ~~with~~two ~~efforts~~Local toLimited ~~liquidate~~Partnerships, ~~them.~~one ~~The~~of ~~objective~~which iswas tosold ~~wind~~subsequent ~~down~~thereto, ~~the~~for ~~Partnership~~disposition as ~~Low~~listed ~~Income~~in ~~Housing~~the ~~Tax~~table ~~Credits are no longer available~~below. ~~Local~~The ~~Limited~~Compliance ~~Partnership~~Periods ~~Interests~~for ~~may~~all ~~be disposed~~ of ~~any~~these ~~time~~Local byLimited ~~the~~Partnerships ~~General~~have ~~Partner~~expired inso ~~its~~there ~~discretion. While~~is ~~liquidation~~no risk of ~~the~~recapture ~~Housing Complexes continues~~ to ~~be evaluated,~~ the ~~dissolution~~investors ofin the Partnership ~~was not imminent as of March 31, 2013~~.

The proceeds from the disposition of any of the Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership, as the proceeds first would be used to pay Partnership obligations and funding of reserves.

Local Limited Partnership	Debt at 12/31/14		Appraisal value		Sales price		Sale expenses		Close date
Klimpel Manor	$	1,631,588	$	2,795,000	$	680,813	$	53,467	04/30/2015
Pioneer Street Associates		1,214,019	$	4,210,000		*		590		*

~~On February~~*Estimated ~~24,~~price ~~2012, the Partnership filed preliminary consent solicitation materials with the Securities~~ and ~~Exchange~~close ~~Commission (“SEC”)~~date ~~regarding~~has ~~the~~yet ~~adoption of a plan of liquidation. Definitive materials were filed with the SEC on March 12, 2012. Materials were disseminated~~ to ~~the~~be ~~Limited Partners on March 12, 2012~~determined. The ~~Partnership sought approval to have a formal plan of liquidation of selling its limited partnership interests or selling the underlying Housing Complexes of each of the~~ Local ~~Limited~~ Partnerships. On May 8, 2012, the Partnership received the majority vote in favor of the plan for dissolution. Therefore, the Partnership is engaging third party appraisers to appraise several or all of the Local Limited ~~Partnerships in this~~ Partnership~~. The~~ ~~appraisal~~ is ~~one~~not ofunder ~~the~~contract ~~preliminary steps that need~~ to be ~~completed~~purchased inas order to move forward with the approved liquidation plan. The expense incurred for the appraisals, or any other disposition related expenses the Partnership incurs, are being capitalized and will remain on the balance sheet until the respective Local Limited Partnership is sold. At the time of ~~disposition~~ the ~~capitalized costs~~report ~~will be netted with any cash proceeds that are received in order to calculate the gain or loss on the disposition~~filing.

~~F-9~~The proceeds from the disposition of any of the Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership, as the proceeds first would be used to pay Partnership obligations and funding of reserves.

~~WNC HOUSING~~Method ~~TAX~~of ~~CREDIT~~Accounting ~~FUND~~For ~~IV,~~Investments ~~L.P.,~~in ~~SERIES~~Local ~~2 (A California~~ Limited ~~Partnership)~~Partnerships

~~NOTES TO~~The ~~FINANCIAL~~Partnership ~~STATEMENTS~~accounts –for ~~CONTINUED~~its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments were capitalized as part of the investment account and were being amortized over 30 years (see Notes 2 and 3).

~~For the years Ended March~~ 31~~, 2013, 2012 and 2011~~

~~NOTE 1~~WNC –HOUSING ~~ORGANIZATION~~TAX ~~AND~~CREDIT ~~SUMMARY~~FUND OFIV, ~~SIGNIFICANT ACCOUNTING POLICIES~~L.P., ~~continued~~SERIES 2

~~As of~~(A ~~March~~California ~~31, 2012, the Partnership sold its Local~~ Limited Partnership Interest in E.W., Crossing II Limited Dividend Housing Association LP, Comanche Retirement Village Ltd, Candleridge Apartment of Waukee L.P. II, Mountainview Apartments, LP, Chadwick Limited Partnership, Broken Bow Apartments I, L.P. and Sidney Apartments I, L.P.)

~~The following~~NOTES ~~table~~TO ~~reflects~~FINANCIAL ~~the 12 Local Limited Partnerships that were sold during the year ended March 31, 2013:~~STATEMENTS

Local Limited Partnership	Debt		Appraisal Value		Date of sale		Proceeds from sale		Sales related expenses		Gain on sale
Autumn Trace Associates	$	1,102,000	$	1,300,000		6/1/2012	$	197,764	$	2,953	$	194,811
Hickory Lane Associates		568,000		355,000		6/1/2012		22,450		2,297		20,153
Honeysuckle Court Associates		1,111,000		670,000		6/1/2012		22,450		2,963		19,487
Walnut Turn Associates, Ltd		658,000		480,000		6/1/2012		22,450		2,297		20,153
Southcove Associates		1,421,000		1,000,000		6/30/2012		25,000		2,300		22,700
Hereford Seniors Community, Ltd		751,000		405,000		8/24/2012		9,375		2,372		7,003
Palestine Seniors Community, Ltd		1,053,000		475,000		8/24/2012		9,375		3,122		6,253
Garland Street, LP		647,000		320,000		8/31/2012		21,953		3,303		18,650
Pecan Grove, LP		1,033,000		500,000		8/31/2012		21,953		1,854		20,099
Lamesa Seniors Community, Ltd		635, 000		455,000		8/24/2012		9,375		2,372		7,003
Laredo Heights Apartments		890,000		945,000		11/27/2012		111,733		2,751		108,982
Apartment Housing of E. Brewton, LTD (1)		1,043,039		250,000		3/31/2013		5,001		3,165		1,836

For the years Ended March 31, 2015, 2014 and 2013

~~All Local~~NOTE ~~Limited~~1 ~~Partnerships~~– ~~sold~~ORGANIZATION ~~during~~AND ~~the~~SUMMARY ~~year~~OF ~~ended~~SIGNIFICANT ~~March~~ACCOUNTING 31POLICIES, ~~2013 except for Apartment Housing of E. Brewton LTD had reached the end of the Compliance Period. Therefore, no risk of credit recapture exists.~~continued

~~F-10~~“Equity in losses of Local Limited Partnerships” for each year ended March 31 has been recorded by the Partnership based on the twelve months of reported results provided by the Local Limited Partnerships for each year ended December 31. Equity in losses from the Local Limited Partnerships allocated to the Partnership is not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of the net losses not recognized during the period(s) the equity method was suspended.

~~WNC HOUSING~~In ~~TAX~~accordance ~~CREDIT~~with ~~FUND~~the IVaccounting guidance for the consolidation of variable interest entities, Lthe Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE.P The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, ~~SERIES~~which 2must be consolidated by a company if it is the primary beneficiary because it has (A1) ~~California~~the ~~Limited~~power ~~Partnership~~to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

~~NOTES TO~~Based ~~FINANCIAL~~on ~~STATEMENTS~~this –guidance, ~~CONTINUED~~the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership's interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership's balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership's exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

~~For~~ Distributions received from the ~~years~~Local ~~Ended~~Limited ~~March~~Partnerships ~~31,~~are ~~2013~~accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as distribution income. As of all periods presented, ~~2012~~all ~~and~~investment ~~2011~~accounts in Local Limited Partnerships had reached zero.

~~NOTE 1~~Use –of ~~ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued~~Estimates

~~A portion~~The preparation of ~~the~~financial ~~sales~~statements ~~proceeds~~in ~~from~~conformity ~~Autumn~~with ~~Trace~~accounting ~~Associates,~~principles ~~Hickory~~generally ~~Lane~~accepted ~~Associates,~~in ~~Honeysuckle~~the ~~Court~~United ~~Associates~~States of America requires management to make estimates and ~~Walnut~~assumptions ~~Turn Associates,~~that ~~Ltd.~~affect ~~Totaling~~the ~~$253,114~~reported ~~were~~amounts ~~paid~~of ~~directly~~assets toand ~~Associates~~liabilities toand ~~reimburse~~disclosure ~~the~~of ~~General~~contingent ~~Partner~~assets orand ~~affiliates~~liabilities ~~for~~at ~~accrued asset~~the ~~management~~date ~~fees~~of orthe ~~operating~~financial ~~expenses~~statements, ~~paid~~and onthe ~~behalf~~reported amounts of revenues and expenses during the ~~Partnership~~reporting period. Actual results could materially differ from those estimates.

~~(1) The~~Cash ~~Compliance~~and ~~Period~~Cash ~~expires in 2014. The purchaser has guaranteed the Local Limited Partnership will stay in compliance with the Low Income Housing Tax Credit code therefore there is no risk of recapture.~~Equivalents

The ~~following~~ ~~table~~Partnership ~~represents~~considers ~~the~~all ~~anticipated~~highly ~~use~~liquid investments with original maturities of ~~the~~three ~~cash~~months ~~proceeds~~or ~~from~~less ~~the~~when ~~disposition~~purchased ofto ~~the~~be 12cash ~~Local~~equivalents. The ~~Limited~~Partnership ~~Partnerships that~~had ~~were~~$12,559 ~~disposed~~and of$40,557 ~~during~~cash equivalents for the year ended March 31, ~~2013~~2015 and 2014, respectively.

Local Limited Partnership	Sale Proceeds		Payment of accrued asset management fees		Reimburse GP or affiliates for expenses		Remaining cash to remain in reserve for future expenses
Autumn Trace Associates	$	197,764	$	129,265	$	65,499	$	3,000
Hickory Lane Associates		22,450		19,450		-		3,000
Honeysuckle Court Associates		22,450		19,450		-		3,000
Walnut Turn Associates, Ltd		22,450		19,450		-		3,000
Southcove Associates		25,000		20,000		-		5,000
Hereford Seniors Community, Ltd		9,375		8,375		-		1,000
Palestine Seniors Community, Ltd		9,375		8,375		-		1,000
Garland Street, LP		21,953		8,476		12,477		1,000
Pecan Grove, LP		21,953		8,477		12,476		1,000
Lamesa Seniors Community, Ltd		9,375		8,375		-		1,000
Laredo Heights Apartments		111,733		93,461		13,272		5,000
Apartment Housing of E. Brewton, LTD		5,001		1,459		1,041		2,501

Reporting Comprehensive Income

~~F-11~~The Partnership had no items of other comprehensive income for all periods presented.

~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2~~32

~~(A California~~WNC ~~Limited~~HOUSING ~~Partnership)~~TAX CREDIT FUND IV, L.P., SERIES 2

~~NOTES TO~~(A ~~FINANCIAL~~California ~~STATEMENTS~~Limited ~~– CONTINUED~~Partnership)

~~For the~~NOTES ~~years~~TO ~~Ended~~FINANCIAL ~~March 31, 2013, 2012 and 2011~~STATEMENTS

~~NOTE 1~~For –the ~~ORGANIZATION~~years ~~AND~~Ended ~~SUMMARY~~March OF31, ~~SIGNIFICANT~~2015, ~~ACCOUNTING~~2014 ~~POLICIES,~~and ~~continued~~2013

~~No distributions~~NOTE ~~will~~1 be– ~~made~~ORGANIZATION toAND ~~the~~SUMMARY ~~Limited~~OF ~~Partners~~SIGNIFICANT asACCOUNTING aPOLICIES, ~~result of these dispositions. Each of the Local Limited Partnerships had completed its Compliance Period so there is no risk of recapture to the investors in the Partnership.~~continued

~~As of~~Income March 31, 2013 the Partnership has identified two Local Limited Partnerships for disposition as listed in the table below. The Compliance Period for all of these Local Limited Partnerships have expired so there is no risk of recapture to the investors in the Partnership.Taxes

Local Limited Partnership		Debt at 12/31/12		Appraisal value	Estimated sales price		Estimated appraisal expense
Klimpel Manor	$	1,716,305	$	2,575,000	*	$	3,850
Pioneer Street Associates	$	1,354,682	$	4,810,000	*	$	3,100

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2011 remain open.

*Net ~~Contracts~~Income ~~have~~(Loss) ~~been~~Per ~~drafted and are currently under review by potential purchasers of the Limited~~ Partnership ~~interests. The purchase prices are still under negotiation for both properties.~~Unit

~~The proceeds~~Net ~~from~~income ~~the~~(loss) ~~disposition~~per ofPartnership ~~any~~Unit ofincludes ~~the~~no ~~Housing~~dilution ~~Complexes will be used first to pay debts~~ and ~~other~~is ~~obligations~~computed ~~per~~by ~~the~~dividing ~~respective Local~~loss ~~Limited~~allocated ~~Partnership Agreement. Any remaining proceeds will then be paid~~ to ~~the~~Limited ~~partners~~Partners ofby the ~~Local~~weighted ~~Limited~~average Partnership~~, including~~ ~~the~~Units ~~Partnership,~~outstanding induring ~~accordance with~~ the ~~terms of the particular Local Limited Partnership Agreement~~period. Calculation ~~The sale~~ of adiluted ~~Housing Complex~~net ~~may~~income be(loss) ~~subject~~per ~~to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited~~ Partnership ~~will~~ beUnit ~~able~~is tonot ~~sell its Housing Complex~~required. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership, as the proceeds first would be used to pay Partnership obligations and funding of reserves.

~~Method of~~Revenue ~~Accounting For Investments in Local Limited Partnerships~~Recognition

The ~~Partnership~~ ~~accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the~~ Partnership ~~adjusts~~ ~~its~~is ~~investment~~entitled ~~balance~~to ~~for~~receive ~~its~~reporting ~~share~~fees offrom the Local Limited Partnerships~~’ results of operations and for any contributions made and distributions received~~. The ~~Partnership~~intent ~~reviews the carrying amount~~ of ~~an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that~~ the ~~carrying~~reporting ~~amount~~fees ~~of such investment may not be recoverable. Recoverability of such investment~~ is ~~measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated~~ to beoffset ~~allocable~~(in topart) ~~the~~administrative ~~Partnership and~~costs ~~the~~incurred ~~estimated~~by ~~residual value to~~ the Partnership. ~~If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment~~ in ~~any~~corresponding ~~such~~with ~~Local Limited Partnership. The accounting policies of~~ the Local Limited Partnerships~~, generally,~~. Due ~~are expected~~ to bethe ~~consistent~~uncertainty ~~with those~~ of the ~~Partnership.~~collection ~~Costs~~of ~~incurred~~these byfees, the Partnership inrecognizes ~~acquiring~~reporting ~~the~~fees ~~investments were capitalized~~ as ~~part~~collections ofare ~~the investment account and were being amortized over 30 years (see Notes 2 and 3)~~made.

~~“Equity in~~Impact ~~losses~~ of ~~Local~~Recent ~~Limited~~Accounting Partnerships” for each year ended March 31 has been recorded by the Partnership based on the twelve months of reported results provided by the Local Limited Partnerships for each year ended December 31. Equity in losses from the Local Limited Partnerships allocated to the Partnership is not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of the net losses not recognized during the period(s) the equity method was suspended.Pronouncements

FIn January 2014, the FASB issued an amendment to the accounting and disclosure requirements for investments in qualified affordable housing projects. The amendments provide guidance on accounting for investments by a reporting entity in flow-12through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for interim and annual periods beginning after December 15, 2014 and should be applied retrospectively to all periods presented. Early adoption is permitted. The adoption of this update is not expected to materially affect the Partnership's financial statements.

~~WNC HOUSING~~In ~~TAX~~February ~~CREDIT~~2015, ~~FUND~~the IVFASB issued ASU No. 2015-02, L“Consolidation (Topic 810): Amendments to the Consolidation Analysis”.P This will improve certain areas of consolidation guidance for reporting organizations that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations and securitization structures. ASU 2015-02 simplifies and improves GAAP by: eliminating the presumption that a general partner should consolidate a limited partnership, ~~SERIES~~eliminating 2the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model) and clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. ASU 2015-02 will be effective for periods beginning after December 15, 2015. The Partnership is currently evaluating the potential impact of the adoption of this guidance on its financial statements.

~~(A California Limited Partnership)~~33

~~NOTES TO~~WNC ~~FINANCIAL~~HOUSING ~~STATEMENTS~~TAX –CREDIT ~~CONTINUED~~FUND IV, L.P., SERIES 2

~~For the~~(A ~~years~~California ~~Ended~~Limited ~~March 31, 2013, 2012 and 2011~~Partnership)

~~NOTE 1~~NOTES –TO ~~ORGANIZATION~~FINANCIAL ~~AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued~~STATEMENTS

~~In accordance~~For ~~with~~ the ~~accounting~~years ~~guidance~~Ended ~~for~~March ~~the consolidation of variable interest entities~~31, ~~the Partnership determines when it should include the assets~~2015, ~~liabilities,~~2014 and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.2013

~~Based on~~NOTE ~~this~~2 ~~guidance,~~- ~~the~~INVESTMENTS ~~Local~~IN ~~Limited~~LOCAL ~~Partnerships~~LIMITED in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership’s balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership’s exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.PARTNERSHIPS

~~Distributions received~~As ~~from~~of March 31, 2015 and 2014 the Partnership owned Local Limited Partnership interests in 2 Local Limited Partnerships, ~~are~~each ~~accounted~~of ~~for~~which asowns aone ~~reduction~~Housing Complex, consisting of ~~the~~an ~~investment~~aggregate ~~balance~~of 171 apartment units. ~~Distributions~~The ~~received after~~respective Local General Partners of the ~~investment~~Local ~~has~~Limited ~~reached~~Partnerships ~~zero~~manage ~~are~~the ~~recognized~~day-to-day asoperations ~~distribution~~of ~~income~~the entities. AsSignificant ofLocal ~~March~~Limited 31Partnership business decisions require approval from the Partnership. The Partnership, ~~2013~~as a limited partner, ~~all~~is ~~investment~~generally ~~accounts~~entitled to 99%, as specified in the Local Limited ~~Partnerships~~Partnership ~~had~~Agreements, ~~reached~~of ~~zero~~the operating profits and losses, taxable income and losses and Low Income Housing Tax Credits of the Local Limited Partnerships.

~~Use~~ The Partnership’s investments in Local Limited Partnerships as shown in the balance sheets at March 31, 2015 and 2014 are approximately $2,210,000 and $2,224,000, respectively, less than the Partnership's equity at the preceding December 31 as shown in the Local Limited Partnerships’ combined condensed financial statements presented below. This difference is primarily due to acquisition, selection, and other costs related to the acquisition of ~~Estimates~~the investments which have been capitalized in the Partnership's investment account, impairment losses recorded in the Partnership’s investment account and capital contributions payable to the Local Limited Partnerships which were netted against partner capital in the Local Limited Partnership’s financial statements.

~~The preparation~~For ofall ~~financial~~periods ~~statements~~presented, the investment accounts in ~~conformity~~certain ~~with~~Local ~~accounting~~Limited ~~principles~~Partnerships ~~generally~~have ~~accepted~~reached ina ~~the~~zero ~~United~~balance. Consequently, ~~States~~a portion of ~~America requires~~the ~~management~~Partnership’s toestimate ~~make~~of ~~estimates~~its ~~and~~share ~~assumptions~~of ~~that~~income ~~affect~~(loss) for the ~~reported~~years ~~amounts~~ended ofMarch ~~assets~~31, ~~and~~2015, ~~liabilities~~2014, and ~~disclosure of~~2013 ~~contingent~~amounting ~~assets~~to approximately $(14,000), $4,000, and ~~liabilities~~$(34,000), atrespectively, ~~the~~have ~~date~~not been recognized. As of ~~the~~March ~~financial~~31, ~~statements~~2015, ~~and~~ the ~~reported~~aggregate ~~amounts~~share of ~~revenues~~net ~~and~~losses ~~expenses during~~not ~~the~~recognized ~~reporting~~by ~~period.~~the ~~Actual~~Partnership ~~results~~amounted ~~could~~to ~~materially~~approximately ~~differ from those estimates~~$124,000.

~~Cash and Cash Equivalents~~34

~~The Partnership~~WNC ~~considers~~HOUSING ~~all~~TAX ~~highly~~CREDIT ~~liquid~~FUND ~~investments~~IV, ~~with original maturities of three months or less when purchased to be cash equivalents~~L.P., ~~The~~SERIES ~~Partnership had no cash equivalents for all periods presented.~~2

~~Reporting Comprehensive~~(A ~~Income~~California Limited Partnership)

~~The Partnership~~NOTES ~~had~~TO noFINANCIAL ~~items of other comprehensive income for all periods presented.~~STATEMENTS

~~Net Income~~For ~~(Loss)~~the ~~Per~~years ~~Partnership~~Ended ~~Unit~~March 31, 2015, 2014 and 2013

~~Net income~~NOTE ~~(loss)~~2 ~~per~~- ~~Partnership~~INVESTMENTS ~~Unit~~IN ~~includes~~LOCAL noLIMITED ~~dilution~~PARTNERSHIPS, and is computed by dividing loss allocated to Limited Partners by the weighted average Partnership Units outstanding during the period. Calculation of diluted net income (loss) per Partnership Unit is not required.continued

~~F-13~~The financial information from the individual financial statements of the Local Limited Partnerships include rental and interest subsidies. Rental subsidies are included in total revenues and interest subsidies are generally netted in interest expense. Approximate combined condensed financial information from the individual financial statements of the Local Limited Partnerships as of December 31 and for the years then ended is as follows:

~~WNC HOUSING~~ COMBINED ~~TAX~~CONDENSED ~~CREDIT~~BALANCE ~~FUND IV, L.P., SERIES 2 (A California Limited Partnership)~~SHEETS

NOTES TO FINANCIAL STATEMENTS – CONTINUED

	2014		2013
ASSETS
Buildings and improvements (net of accumulated depreciation as of December 31, 2014 and 2013 of $4,700,000 and $4,463,000 respectively)	$	2,836,000	$	3,056,000
Land		300,000		300,000
Other assets		646,000		637,000
Total assets	$	3,782,000	$	3,993,000

For the years Ended March 31, 2013, 2012 and 2011

LIABILITIES
Mortgage payable	$	2,846,000		$	2,962,000
Other liabilities		166,000			168,000

Total liabilities		3,012,000			3,130,000

PARTNERS' EQUITY (DEFICIT)
WNC Housing Tax Credit Fund IV, L.P., Series 2		2,210,000			2,224,000
Other partners		(1,440,000	)		(1,361,000	)
Total partners’ equity (deficit)		770,000			863,000
Total liabilities and partners’ equity (deficit)	$	3,782,000		$	3,993,000

~~NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued~~35

~~Income Taxes~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

~~The Partnership~~(A ~~has~~California ~~elected~~Limited to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2009 remain open.)

~~Revenue Recognition~~NOTES TO FINANCIAL STATEMENTS

~~The Partnership~~For ~~is entitled to receive reporting fees from~~ the ~~Local~~years ~~Limited~~Ended ~~Partnerships.~~March ~~The~~31, intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships. Due to the uncertainty of the collection of these fees2015, ~~the~~2014 ~~Partnership~~and ~~recognizes reporting fees as collections are made.~~2013

~~Impact of~~NOTE ~~Recent~~2 ~~Accounting~~- ~~Pronouncements~~INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

~~In June~~COMBINED ~~2009,~~CONDENSED ~~the~~STATEMENTS ~~Financial~~OF Accounting Standards Board (“FASB”) issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modified the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership’s financial statements.OPERATIONS

In May 2011, the FASB issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership’s financial statements.

	2014			2013		2012

Revenues	$	1,248,000		$	1,247,000	$	1,384,000

Expenses:
Operating expenses		822,000			209,000		864,000
Interest expense		202,000			250,000		228,000
Depreciation and amortization		240,000			785,000		325,000

Total expenses		1,264,000			1,244,000		1,417,000

Net income (loss)	$	(16,000	)	$	$3,000	$	$(33,000	)

Net income (loss) allocable to the Partnership	$	(14,000	)	$	$4,000	$	$(34,000	)

Net income (loss) recorded by the Partnership	$	-		$	$-	$	$-

~~F-14~~Certain Local Limited Partnerships have incurred significant operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partner may be required to sustain the operations of such Local Limited Partnerships.

~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2~~36

~~(A California~~WNC ~~Limited~~HOUSING ~~Partnership)~~TAX CREDIT FUND IV, L.P., SERIES 2

~~NOTES TO~~(A ~~FINANCIAL~~California ~~STATEMENTS~~Limited ~~– CONTINUED~~Partnership)

~~For the~~NOTES ~~years~~TO ~~Ended~~FINANCIAL ~~March 31, 2013, 2012 and 2011~~STATEMENTS

~~NOTE 2~~For -the ~~INVESTMENTS~~years INEnded ~~LOCAL~~March ~~LIMITED~~31, ~~PARTNERSHIPS~~2015, 2014 and 2013

~~As of~~NOTE ~~March~~3 31, 2013 and 2012 the Partnership owned Local Limited Partnership interests in 2 and 14, Local Limited Partnerships, respectively, each of which owns one Housing Complex, consisting of an aggregate of 189 and 653 apartment units, respectively. The respective Local General Partners of the Local Limited Partnerships manage the day-~~to-day~~ ~~operations~~RELATED ofPARTY the entities. Significant Local Limited Partnership business decisions require approval from the Partnership. The Partnership, as a limited partner, is generally entitled to 99%, as specified in the Local Limited Partnership Agreements, of the operating profits and losses, taxable income and losses and Low Income Housing Tax Credits of the Local Limited Partnerships.TRANSACTIONS

~~The Partnership’s~~Under ~~investments in Local Limited Partnerships as shown in~~ the ~~balance~~terms sheets at March 31, 2013 and 2012 are approximately $2,516,000 and $396,000, respectively less than the Partnership’s equity at the preceding December 31 as shown in the Local Limited Partnerships’ combined condensed financial statements presented below. This difference is primarily due to acquisition, selection, and other costs related to the acquisition of the ~~investments which have been capitalized in the~~ Partnership~~’s investment~~ ~~account~~Agreement, ~~impairment losses recorded in~~ the Partnership’s ~~investment~~has ~~account~~paid ~~and~~or ~~capital~~is ~~contributions~~obligated ~~payable~~ to the ~~Local~~General ~~Limited~~Partner ~~Partnerships~~or ~~which~~its ~~were~~affiliates ~~netted~~for ~~against partner capital in~~ the ~~Local~~following ~~Limited Partnership’s financial statements.~~fees:

~~For all~~Acquisition ~~periods~~fees ~~presented,~~of ~~the~~8% ~~investment~~of ~~accounts~~the ingross ~~certain~~proceeds ~~Local~~from ~~Limited~~the ~~Partnerships~~sale ~~have~~of ~~reached~~Partnership aUnits ~~zero~~as ~~balance.~~compensation ~~Consequently, a~~for ~~portion~~services ofrendered ~~the~~in ~~Partnership’s~~connection ~~estimate~~with ofthe ~~its~~acquisition ~~share~~ of ~~losses~~Local ~~for~~Limited ~~the~~Partnerships. ~~years~~As ~~ended~~of March 31, ~~2013~~2015, ~~2012,~~2014 and ~~2011~~2013, ~~amounting to~~the ~~approximately~~Partnership ~~$34,000,~~incurred ~~$253,000~~cumulative ~~and~~acquisition fees of $~~563~~1,~~000~~058, ~~respectively~~950, which have ~~not~~ been ~~recognized~~included in investments in Local Limited Partnerships. As of ~~March~~all ~~31,~~periods ~~2013~~presented, the ~~aggregate~~fees ~~share of~~had ~~net~~been ~~losses~~fully ~~not~~amortized ~~recognized~~or impaired. Impairment on the intangibles is measured by comparing the Partnership’s ~~amounted~~total investment balance after impairment of investments in Local Limited Partnerships to ~~approximately~~the ~~$27~~sum of the total of remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investments. If an impairment loss related to the acquisition expenses was recorded,~~000~~ the accumulated amortization was reduced to zero at that time.

~~F-15~~Reimbursement of costs incurred by of the General Partner or by an affiliate of Associates in connection with the acquisition of Local Limited Partnerships. These reimbursements have not exceeded 1.2% of the gross proceeds. As of all periods presented, the Partnership incurred cumulative acquisition costs of $169,103, which have been included in investments in Local Limited Partnerships. As of all periods presented, the costs had been fully amortized.

~~WNC HOUSING~~An ~~TAX~~annual ~~CREDIT~~asset ~~FUND~~management IVfee equal to the greater amount of (i) $2,000 Lfor each apartment complex, or (ii) 0.P275% of gross proceeds. In either case, ~~SERIES~~the fee will be decreased or increased annually based on changes to the Consumer Price Index. However, in no event will the maximum amount exceed 0.2% (Aof ~~California~~the Invested Assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership) interests and the Partnership’s allocable share of mortgage loans on and other debt related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $17,284, $17,104, and $31,130, respectively, were incurred during the years ended March 31, 2015, 2014 and 2013, of which $0, $1,459 and $343,124 was paid during the years ended March 31, 2015, 2014 and 2013, respectively.

~~NOTES TO~~A ~~FINANCIAL~~subordinated ~~STATEMENTS~~disposition –fee ~~CONTINUED~~in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 16% through December 31, 2003 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.

~~For~~ The Partnership reimbursed the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements paid were $30,000, $54,108 and $108,098 during the years ~~Ended~~ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011~~2013, respectively.

~~NOTE 2~~The -accrued ~~INVESTMENTS~~fees INand ~~LOCAL~~expenses ~~LIMITED~~due ~~PARTNERSHIPS,~~to ~~continued~~the General Partner and affiliates consist of the following at:

The financial information from the individual financial statements of the Local Limited Partnerships include rental and interest subsidies. Rental subsidies are included in total revenues and interest subsidies are generally netted in interest expense. Approximate combined condensed financial information from the individual financial statements of the Local Limited Partnerships as of December 31 and for the years then ended is as follows:

	March 31,
	2015		2014

Asset management fee payable	$	252,531	$	235,247
Expenses paid by the General Partner or an affiliate on behalf of the Partnership		125,465		57,176

Total	$	377,996	$	292,423

~~COMBINED CONDENSED~~The ~~BALANCE~~Partnership ~~SHEETS~~currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through June 30, 2016.

	2012			2011
ASSETS
Buildings and improvements (net of accumulated depreciation as of December 31, 2012 and 2011 of $5,451,000 and $15,330,000, respectively)	$	4,577,000		$	12,501,000
Land		369,000			1,047,000
Other assets		681,000			2,095,000
Total assets	$	5,627,000		$	15,643,000
LIABILITIES
Mortgage payable	$	4,114,000		$	15,040,000
Due to affiliates		3,000			154,000
Other liabilities		294,000			1,081,000
Total liabilities		4,411,000			16,275,000
PARTNERS’ EQUITY (DEFICIT)
WNC Housing Tax Credit Fund IV, L.P., Series 2		2,516,000			396,000
Other partners		(1,300,000	)		(1,028,000	)
Total partners’ equity deficit		1,216,000			(632,000	)
Total liabilities and partners’ equity deficit	$	5,627,000		$	15,643,000

~~F-16~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

~~WNC HOUSING~~(A ~~TAX~~California ~~CREDIT~~Limited ~~FUND IV, L.P., SERIES 2~~Partnership)

~~(A California~~NOTES ~~Limited~~TO ~~Partnership)~~FINANCIAL STATEMENTS

~~NOTES TO~~For ~~FINANCIAL~~the ~~STATEMENTS~~years –Ended ~~CONTINUED~~March 31, 2015, 2014 and 2013

~~For the~~NOTE ~~years~~4 ~~Ended~~- ~~March~~QUARTERLY ~~31,~~RESULTS ~~2013,~~OF ~~2012~~OPERATIONS ~~and 2011~~(UNAUDITED)

~~NOTE 2~~The -following ~~INVESTMENTS~~is INa ~~LOCAL~~summary ~~LIMITED~~of ~~PARTNERSHIPS,~~the ~~continued~~quarterly operations for the years ended March 31 (rounded):

COMBINED CONDENSED STATEMENTS OF OPERATIONS

	June 30			September 30			December 31			March 31
2015
Income	$	-		$	2,000		$	-		$	-

Operating expenses		(17,000	)		(29,000	)		(24,000	)		(46,000	)

Loss from operations		(17,000	)		(27,000	)		(24,000	)		(46,000	)

Net loss		(17,000	)		(27,000	)		(24,000	)		(46,000	)

Net loss available to Limited Partners		(16,000	)		(27,000	)		(24,000	)		(45,000	)

Net loss per Partnership Unit		(1	)		(2	)		(2	)		(2	)

	2012			2011			2010
	June 30			September 30			December 31			March 31
Revenues	$	1,384,000		$	3,914,000		$	4,234,000
2014
Expenses:
Income	$	2,000		$	-		$	-		$	-
Operating expenses		~~864~~25,000			228,~~738,~~000			38,~~079,~~000			13,000
Interest expense		228,000			447,000			634,000
Loss from operations		(23,000	)		(28,000	)		(8,000	)		(13,000	)
Depreciation and amortization		325,000			984,000			1,090,000
Net loss		(23,000	)		(28,000	)		(8,000	)		(13,000	)
Total expenses		1,417,000			4,169,000			4,803,000
Net loss available to Limited Partners		(23,000	)		(28,000	)		(8,000	)		(12,000	)
Net loss	$	(33,000	)	$	(255,000	)	$	(569,000	)
Net loss per Partnership Unit		(1	)		(2	)		(1	)		(1	)
Net loss allocable to the Partnership	$	(34,000	)	$	(253,000	)	$	(563,000	)
Net loss recorded by the Partnership	$	-		$	-		$	-

~~Certain Local~~NOTE ~~Limited~~5 ~~Partnerships~~– ~~have~~SUBSEQUENT incurred significant operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partner may be required to sustain the operations of such Local Limited Partnerships.EVENT

~~F-17~~Subsequent to March 31, 2015, the Partnership sold its Local Limited Partnership interest in Klimpel Manor for $680,813. Klimpel Manor was appraised for $2,795,000 and had a mortgage balance of $1,631,588 as of December 31, 2014. The Partnership incurred $53,467 in sale related expenses which was netted against the proceeds from the sale in calculating the gain on sale. The Partnership’s investment balance is zero; therefore a gain of $627,346 will be recorded. The compliance period has been completed therefore there is no risk of recapture.

~~WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2~~38

~~(A California~~WNC ~~Limited~~HOUSING ~~Partnership)~~TAX CREDIT FUND IV, L.P., SERIES 2

~~NOTES TO~~(A ~~FINANCIAL~~California ~~STATEMENTS~~Limited ~~– CONTINUED~~Partnership)

~~For the~~NOTES ~~years~~TO ~~Ended~~FINANCIAL ~~March 31, 2013, 2012 and 2011~~STATEMENTS

~~NOTE 3~~For -the ~~RELATED~~years ~~PARTY~~Ended ~~TRANSACTIONS~~March 31, 2015, 2014 and 2013

~~Under the~~NOTE ~~terms~~4 of- ~~the~~QUARTERLY ~~Partnership~~RESULTS ~~Agreement,~~OF ~~the~~OPERATIONS ~~Partnership~~(UNAUDITED), ~~has paid or is obligated to the General Partner or its affiliates for the following fees:~~continued

Acquisition fees of 8% of the gross proceeds from the sale of Partnership Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships. As of March 31, 2013, 2012 and 2011, the Partnership incurred cumulative acquisition fees of $1,058,950, which have been included in investments in Local Limited Partnerships. As of all periods presented, the fees had been fully amortized or impaired. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investments. If an impairment loss related to the acquisition expenses is recorded, the accumulated amortization is reduced to zero at that time.

	June 30			September 30			December 31		March 31
2013
Income	$	2,000		$	2,000		$	15,000	$	3,000

Operating expenses		95,000			29,000			9,000		8,000

Income (loss) from operations		(93,000	)		(27,000	)		6,000		(5,000	)

Gain on sale of Local Limited Partnerships		277,000			59,000			109,000		2,000

Net income (loss)		184,000			32,000			115,000		(3,000	)

Net income (loss) available to Limited Partners		183,000			32,000			114,000		(3,000	)

Net income (loss) per Partnership Unit		12			2			7		-

~~Reimbursement of~~Item ~~costs incurred by of the General Partner or by an affiliate of Associates in connection with the acquisition of Local Limited Partnerships~~9. Changes ~~These reimbursements have not exceeded 1.2% of the gross proceeds. As of all periods presented, the Partnership incurred cumulative acquisition costs of $169,103, which have been included~~ in ~~investments~~and inDisagreements ~~Local~~with ~~Limited~~Accountants ~~Partnerships.~~on AsAccounting ~~of all~~and ~~periods~~Financial ~~presented, the costs had been fully amortized.~~Disclosure

An annual asset management fee equal to the greater amount of (i) $2,000 for each apartment complex, or (ii) 0.275% of gross proceeds. In either case, the fee will be decreased or increased annually based on changes to the Consumer Price Index. However, in no event will the maximum amount exceed 0.2% of the Invested Assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debt related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $31,130, $42,900 and $42,900, respectively, were incurred during the years ended March 31, 2013, 2012 and 2011, of which $343,124, $47,688, and $0 was paid during the years ended March 31, 2013, 2012 and 2011, respectively.NONE

~~A subordinated~~Item ~~disposition fee in an amount equal to 1% of the sales price of real estate sold~~9A. ~~Payment~~Controls ~~of this fee is subordinated to the limited partners receiving a preferred return of 16% through December 31, 2003~~ and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.Procedures

~~The Partnership~~(a) Evaluation ~~reimbursed the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf~~ of ~~the~~disclosure ~~Partnership.~~controls ~~Operating expense reimbursements were $108,098 $139,861~~ and ~~$36,025~~ ~~during the years ended March 31, 2013, 2012 and 2011, respectively.~~procedures

~~The accrued~~As ~~fees~~of ~~and~~the ~~expenses~~end ~~due~~of tothe periods covered by this report, the Partnership’s General Partner, under the supervision and ~~affiliates~~with ~~consist~~the participation of the ~~following~~Chief ~~at:~~Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the periods covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.

	March 31,
	2013		2012
Asset management fee payable	$	219,602	$	531,596
Due to affiliate		-		-
Expenses paid by the General Partner or an affiliate on behalf of the Partnership		146		1,322
Total	$	219,748	$	532,918

The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.

~~The Partnership~~Once ~~currently~~the Partnership has ~~insufficient~~received ~~working~~the ~~capital~~necessary toinformation ~~fund~~from ~~its~~the ~~operations.~~Local ~~Associates~~Limited ~~has~~Partnerships, ~~agreed~~the toChief ~~continue~~Executive ~~providing~~Officer ~~advances sufficient~~and ~~enough~~the Chief Financial Officer of Associates believe that the material information required to ~~fund~~be disclosed in the ~~operations~~Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and ~~working~~reported, ~~capital~~albeit ~~requirements~~not ofin a timely manner. Going forward, the Partnership ~~through~~will ~~June~~use ~~30,~~the ~~2014~~means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.

~~F-18~~(b) Management’s annual report on internal control over financial reporting

~~WNC HOUSING~~The ~~TAX~~management ~~CREDIT~~of ~~FUND~~Associates IVis responsible for establishing and maintaining for the Partnership adequate internal control over financial reporting as that term is defined in Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f), Land for performing an assessment of the effectiveness of internal control over financial reporting as of March 31, 2015.P. The internal control process of Associates, ~~SERIES~~as 2it (Ais ~~California~~applicable ~~Limited~~to the Partnership), was designed to provide reasonable assurance to Associates regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:

~~NOTES TO~~(1) ~~FINANCIAL~~Pertain ~~STATEMENTS~~to –the ~~CONTINUED~~maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

~~For the~~(2) ~~years~~Provide ~~Ended~~reasonable ~~March~~assurance ~~31,~~that ~~2013~~transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, ~~2012~~and that the Partnership’s receipts and ~~2011~~expenditures are being made only in accordance with authorization of the management of Associates; and

~~NOTE 4~~(3) -Provide ~~QUARTERLY~~reasonable ~~RESULTS~~assurance OFregarding ~~OPERATIONS~~prevention ~~(UNAUDITED)~~or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

~~The following~~All isinternal acontrol ~~summary~~processes, no matter how well designed, have inherent limitations. Therefore, even those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, projections of any evaluation of effectiveness to future periods are subject to the ~~quarterly~~risk ~~operations~~that ~~for~~controls may become inadequate because of changes in conditions or that the ~~years~~degree ~~ended~~of ~~March~~compliance 31with ~~(rounded):~~the policies or procedures may deteriorate.

	June 30			September 30			December 31		March 31
2013
Income	$	2,000		$	2,000		$	15,000	$	3,000
Operating expenses		95,000			29,000			9,000		8,000
Income (loss) from operations		(93,000	)		(27,000	)		6,000		(5,000	)
Gain on sale of Local Limited Partnerships		277,000			59,000			109,000		2,000
Net income (loss)		184,000			32,000			115,000		(3,000	)
Net income (loss) available to Limited Partners		183,000			32,000			114,000		(3,000	)
Net income (loss) per Partnership Unit		12			2			7		-

	June 30			September 30			December 31			March 31
2012
Income	$	3,000		$	6,000		$	20,000		$	5,000
Operating expenses		26,000			21,000			57,000			25,000
Loss from operations		(23,000	)		(15,000	)		(37,000	)		(20,000	)
Gain on sale of Local Limited
Net income (loss)		52,000			(15,000	)		7,000			(2,000	)
Net income (loss) available to Limited Partners		51,000			(15,000	)		7,000			(1,000	)
Net income (loss) per Partnership Unit		3			(1	)		-			-

Management of Associates assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of the end of the Partnership’s most recent fiscal year. In making this assessment, it used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management of Associates concluded that, for the reasons set forth above under “Disclosure controls and procedures,” the internal control over financial reporting, as it is applicable to the Partnership, was not effective as of March 31, 2015.

FFor purposes of the Securities Exchange Act of 1934, the term “material weakness” is a deficiency, or a combination of deficiencies, in a reporting company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. For the reasons discussed above in this Item 9A, sub-19section (a) under the caption “Evaluation of disclosure controls and procedures,” the Partnership’s internal control over financial reporting has not been effective in permitting timely reporting of the Partnership’s financial information. Accordingly, the management of Associates believes that this inability to generate timely reports constitutes a material weakness in its internal control over financial reporting.

~~WNC HOUSING~~(c) Changes ~~TAX~~in ~~CREDIT~~internal ~~FUND IV, L.P., SERIES 2~~controls

~~(A California~~There ~~Limited~~were no changes in the Partnership)’s internal control over financial reporting that occurred during the quarter ended March 31, 2015 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

~~NOTES TO~~Item ~~FINANCIAL~~9B. ~~STATEMENTS~~Other ~~– CONTINUED~~Information

~~For the years Ended March 31, 2013, 2012 and 2011~~NONE

~~NOTE 4~~PART ~~- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED), continued~~III.

	June 30			September 30		December 31			March 31
2011
Income	$	-		$	14,000	$	7,000		$	12,000
Operating expenses		12,000			14,000		12,000			16,000
Loss from operations		(12,000	)		-		(5,000	)		(3,000	)
Gain on sale of Local Limited Partnerships		-			25,000		-			-
Net income (loss)		(12,000	)		25,000		(5,000	)		(4,000	)
Net income (loss) available to Limited Partners		(12,000	)		25,000		(5,000	)		(4,000	)
Net income (loss) per Partnership Unit		(1	)		2		-			-

Item 10. Directors, Executive Officers and Corporate Governance

~~NOTE 5~~(a) –Identification ~~CAPITAL~~of ~~CONTRIBUTIONS~~Directors, (b) Identification of Executive Officers, (c) Identification of Certain Significant Employees, (d) Family Relationships, and (e) Business Experience

~~During the~~The ~~year~~Partnership ~~ended~~has ~~March~~no 31directors, ~~2012,~~executives ~~the~~officers ~~Partnership~~or ~~was~~employees ~~relieved~~ of ~~debt~~its ~~owed to the General Partner totaling $165,000~~own. The ~~Partnership received~~business ~~$165,000~~of ~~in cash advanced from~~ the ~~general~~Partnership ~~partner,~~is ~~which~~conducted ~~was~~primarily inthrough ~~turn~~Associates. Associates ~~advanced~~is ~~by the Partnership to~~ a ~~Local~~California ~~Limited Partnership~~corporation towhich ~~help~~was ~~aid~~organized ~~with~~in ~~its operational issues~~1971. The ~~advances~~following ~~were~~biographical ~~deemed~~information tois bepresented ~~uncollectible~~for by the ~~General~~officers ~~Partner,~~ and as ~~such,~~employees ~~the debt was forgiven. The cancellation~~ of ~~debt~~Associates ~~was~~with ~~recorded~~principal byresponsibility for the Partnership’s ~~as a capital contribution from the General Partner~~affairs.

~~F-20~~WNC & Associates, Inc. is a California corporation which was organized in 1971. Its officers and significant employees are:

~~Item~~Wilfred 9N. ~~Changes~~Cooper, inSr. Chairman Wilfred N. Cooper, Jr. President, Chief Executive Officer and ~~Disagreements~~Secretary ~~with~~Michael ~~Accountants~~J. onGaber ~~Accounting~~Executive Vice President and Chief Operating Officer David N. Shafer, Esq. Executive Vice President Melanie R. Wenk, CPA Senior Vice President – Chief Financial ~~Disclosure~~Officer Darrick Metz Senior Vice President – Originations Christine A. Cormier Senior Vice President – Investor Relations Anand Kannan Senior Vice President – Development Gregory S. Hand Senior Vice President – Underwriting Anil Advani Senior Vice President – Private Label Funds

~~NONE~~In addition to Wilfred N. Cooper, Sr., the directors of WNC & Associates, Inc. are Wilfred N. Cooper, Jr., Kay L. Cooper and Jennifer E. Cooper.

~~Item 9A. Controls and Procedures~~40

(a)	Evaluation of disclosure controls and procedures
	As of the end of the periods covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the periods covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.
	The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.
	Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.
(b)	Management’s annual report on internal control over financial reporting
	The management of Associates is responsible for establishing and maintaining for the Partnership adequate internal control over financial reporting as that term is defined in Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of March 31, 2013. The internal control process of Associates, as it is applicable to the Partnership, was designed to provide reasonable assurance to Associates regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:
	(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
	(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that the Partnership’s receipts and expenditures are being made only in accordance with authorization of the management of Associates; and
	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.
	All internal control processes, no matter how well designed, have inherent limitations. Therefore, even those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Wilfred N. Cooper, Sr. is the founder and Chairman of the Board of Directors of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a general partner in some of the partnerships previously sponsored by WNC & Associates, Inc. Mr. Cooper has been actively involved in the affordable housing industry since 1968. Previously, during 1970 and 1971, he was founder and a principal of Creative Equity Development Corporation, a predecessor of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate investment firm. For 12 years before that, Mr. Cooper was employed by Rockwell International Corporation, last serving as its manager of housing and urban developments where he had responsibility for factory-built housing evaluation and project management in urban planning and development. He has testified before committees of the U.S. Senate and the U.S. House of Representatives on matters pertaining to the affordable housing industry. Mr. Cooper is a Life Director of the National Association of Home Builders (“NAHB”), a National Trustee for NAHB’s Political Action Committee, and a past Chairman of NAHB’s Multifamily Council. He is a Life Trustee of the National Housing Conference, and a co-founder and Director Emeritus of the California Housing Consortium. He is the husband of Kay Cooper and the father of Wilfred N. Cooper, Jr. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.

29Wilfred N. Cooper, Jr. is President, Chief Executive Officer, Secretary, a Director, and a member of the Investment Committee, of WNC & Associates, Inc. He is President and a Director of, and a registered principal with, WNC Capital Corporation. He has been involved in real estate investment and acquisition activities since 1988 when he joined WNC & Associates, Inc. Previously, he served as a Government Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper serves on the Orange County Advisory Board of U.S. Bank, the Board of Trustees of NHC, the Editorial Advisory Board of Tax Credit Advisor, and the Tax Policy Council of the National Trust for Historic Preservation. He is a member of the Urban Land Institute and of Vistage International, a global network of business leaders and chief executives. He is the son of Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper graduated from The American University in 1985 with a Bachelor of Arts degree.

	Management of Associates assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of the end of the Partnership’s most recent fiscal year. In making this assessment, it used the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management of Associates concluded that, for the reasons set forth above under “Disclosure controls and procedures,” the internal control over financial reporting, as it is applicable to the Partnership, was not effective as of March 31, 2013.
	For purposes of the Securities Exchange Act of 1934, the term “material weakness” is a deficiency, or a combination of deficiencies, in a reporting company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. For the reasons discussed above in this Item 9A, sub-section (a) under the caption “Disclosure Controls and Procedures,” the Partnership’s internal control over financial reporting has not been effective in permitting timely reporting of the Partnership’s financial information. Accordingly, the management of Associates believes that this inability to generate timely reports constitutes a material weakness in its internal control over financial reporting.
(c)	Changes in internal controls
	There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended March 31, 2013 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Michael J. Gaber is an Executive Vice President, Chief Operating Officer, chair of the Investment Committee, and oversees the Property Acquisition and Investment Management groups, of WNC & Associates, Inc. Mr. Gaber has been involved in real estate acquisition, valuation and investment activities since 1989 and has been associated with WNC & Associates, Inc. since 1997. Prior to joining WNC & Associates, Inc., he was involved in the valuation and classification of major assets, restructuring of debt and analysis of real estate taxes with a large financial institution. Mr. Gaber is a member of the Housing Credit Group of NAHB and of National Housing and Rehabilitation Association (“NH&RA”). Mr. Gaber graduated from the California State University, Fullerton in 1991 with a Bachelor of Science degree in business administration – finance.

~~Item~~David 9BN. ~~Other~~Shafer ~~Information~~is an Executive Vice President, a member of the Investment Committee, and oversees the New Markets Tax Credit group, of WNC & Associates, Inc. He is a registered representative with WNC Capital Corporation. Mr. Shafer has been active in the real estate industry since 1984. Before joining WNC & Associates, Inc. in 1990, he was engaged as an attorney in the private practice of law with a specialty in real estate and taxation. Mr. Shafer is a Director and past President of the California Council of Affordable Housing, a Director of the Council for Affordable and Rural Housing and a member of the State Bar of California. Mr. Shafer graduated from the University of California at Santa Barbara in 1978 with a Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris Doctor degree (cum laude) and from the University of San Diego in 1986 with a Master of Laws degree in taxation.

~~NONE~~Melanie R. Wenk is Senior Vice President – Chief Financial Officer of WNC & Associates, Inc. She oversees WNC’s corporate and partnership accounting group, which is responsible for SEC reporting and New Markets Tax Credit compliance. Prior to joining WNC in 2003, Ms. Wenk was associated as a public accountant with BDO Seidman, LLP. She graduated from the California Polytechnic State University, Pomona in 1999 with a Bachelor of Science degree in accounting.

~~PART III~~Darrick Metz is Senior Vice President – Originations of WNC & Associates, Inc. He has been involved in multifamily property underwriting, acquisition and investment activities since 1991. Prior to joining WNC in 1999, he was employed by a Minnesota development company specializing in tax credit and market rate multifamily projects. Mr. Metz also worked with the Minnesota Housing Finance Agency (“MHFA”), where he held the position of Senior Housing Development Officer. While at MHFA, he was responsible for the allocation of tax credits, HOME funds and state loan products. Mr. Metz is active in the Qualified Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and Economic Development Authority, a member of MHFA’s Multifamily Technical Assistance and a board member of NH&RA. He graduated from St. Cloud State University in 1993 with a Bachelor of Science degree in finance/economics.

~~Item 10. Directors, Executive Officers and Corporate Governance~~41

~~(a)~~Christine ~~Identification~~A. Cormier is Senior Vice President – Investor Relations of ~~Directors~~WNC & Associates, ~~(b)~~Inc. ~~Identification~~and ofoversees ~~Executive~~multi-investor ~~Officers~~fund equity raising and closings as well as the marketing group. She is a registered representative with WNC Capital Corporation. Ms. Cormier has been active in the real estate industry since 1985. Prior to joining WNC in 2008, ~~(c)~~Ms. ~~Identification~~Cormier was with another major tax credit syndicator for over 12 years where she was the Managing Director of ~~Certain~~investor ~~Significant~~relations. ~~Employees,~~Ms. ~~(d)~~Cormier ~~Family~~graduated ~~Relationships,~~from ~~and~~Bentley University in 1982 with a Bachelor of Science degree (esumma cum laude) ~~Business~~in ~~Experience~~accounting and computer science.

~~Neither the~~Anand ~~General~~Kannan ~~Partner~~is ~~nor~~Senior Vice President – Development of WNC & Associates, Inc. and leads the ~~Partnership~~preservation ~~has~~and ~~directors~~development teams for Community Preservation Partners, ~~executives~~LLC. ~~officers~~Prior orto ~~employees~~joining ofWNC ~~its~~in ~~own~~2011, Mr. ~~The~~Kannan ~~business~~served ofas ~~the~~Associate ~~Partnership is~~Director ~~conducted~~at ~~primarily~~Vitus ~~through~~Group ~~Associates~~(previously Pacific Housing Advisors, Inc.), ~~Associates~~where ishe adeveloped ~~California~~or ~~corporation~~consulted ~~which~~on ~~was~~affordable ~~organized~~housing inprojects ~~1971.~~across ~~The~~the ~~following~~country. ~~biographical information~~His expertise is ~~presented~~in ~~for~~ the ~~officers~~acquisition and ~~employees~~rehabilitation of ~~Associates~~existing low-income housing projects that are or will be financed by tax-exempt bonds, tax credits, and other government subsidies. Prior to his tenure at Vitus Group, Mr. Kannan was associated with ~~principal~~Novogradac ~~responsibility~~& ~~for~~Company LLP. Mr. Kannan graduated from the ~~Partnership’s affairs~~University of California at Berkeley in 2002 with a Bachelor of Arts degree in economics with an emphasis in accounting.

Gregory S. Hand is Senior Vice President – Underwriting of WNC & Associates, Inc. isand aoversees ~~California~~the ~~corporation~~property ~~which~~underwriting activities. Mr. Hand has been involved in real estate analysis, development and management since 1987. Prior to joining WNC in 1998, he was ~~organized~~a portfolio asset manager with a national tax credit sponsor with responsibility for the management of $200 million in ~~1971~~assets. ~~Its~~Prior ~~officers~~to that, he was a finance manager with The Koll Company and ~~significant~~a ~~employees~~financial ~~are:~~analyst with The Irvine Company. Mr. Hand graduated from Iowa State University in 1987 with a Bachelor of Business Administration degree in finance.

~~Wilfred~~Anil N.Advani ~~Cooper,~~is ~~Sr.~~Senior ~~Chairman~~Vice ~~Wilfred~~President N.– ~~Cooper~~Private Label Funds of WNC & Associates, JrInc. ~~President~~He oversees all activities pertaining to private label funds, ~~Chief~~including ~~Executive~~structuring, ~~Officer~~originations, underwriting and ~~Secretary~~acquisitions. ~~Michael~~Mr. JAdvani has 16 years of experience in affordable housing. ~~Gaber~~Prior ~~Executive~~to ~~Vice~~joining ~~President~~WNC in 2011 and ~~Chief~~rejoining ~~Operating~~WNC ~~Officer~~in ~~David~~2013, N.he ~~Shafer~~worked for major tax credit syndicators where he was involved in the originations, ~~Esq.~~structuring, ~~Executive~~and ~~Vice~~placement ~~President~~to ~~Melanie~~institutional Rinvestors of local limited partnership investments. ~~Wenk~~Prior to that, ~~CPA~~he ~~Vice~~was ~~President~~associated -with ~~Chief~~a ~~Financial~~major ~~Officer~~accounting ~~Darrick~~firm ~~Metz~~performing ~~Senior~~due ~~Vice~~diligence ~~President~~reviews -of ~~Originations~~tax ~~Christine~~credit A.investments ~~Cormier~~on ~~Senior~~behalf ~~Vice~~of ~~President~~institutional -investors. ~~Investor~~Mr. ~~Relations~~Advani ~~Kelly~~graduated ~~Henderson~~from ~~Senior~~the ~~Vice~~University ~~President~~of -Texas ~~Legal~~at ~~Affairs~~Austin ~~Anand~~in ~~Kannan~~1993 ~~Senior~~with ~~Vice~~a ~~President~~Bachelor -of ~~Development~~Arts ~~Gregory~~degree S.in ~~Hand~~economics ~~Senior~~and ~~Vice~~from ~~President~~The -American ~~Underwriting~~University ~~Anil~~– ~~Advani~~Washington ~~Senior~~College ~~Vice~~of ~~President~~Law -in ~~Private~~1996 ~~Label~~with ~~Funds~~a Juris Doctor degree.

~~In addition to Wilfred N. Cooper, Sr., the directors of WNC & Associates, Inc. are Wilfred N. Cooper, Jr., Kay L. Cooper and Jennifer E. Cooper.~~42

30(f) Involvement in Certain Legal Proceedings

~~Wilfred N~~None. Cooper, Sr. is the founder and Chairman of the Board of Directors of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a general partner in some of the partnerships previously sponsored by WNC & Associates, Inc. Mr. Cooper has been actively involved in the affordable housing industry since 1968. Previously, during 1970 and 1971, he was founder and a principal of Creative Equity Development Corporation, a predecessor of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate investment firm. For 12 years before that, Mr. Cooper was employed by Rockwell International Corporation, last serving as its manager of housing and urban developments where he had responsibility for factory-built housing evaluation and project management in urban planning and development. He has testified before committees of the U.S. Senate and the U.S. House of Representatives on matters pertaining to the affordable housing industry. Mr. Cooper is a Life Director of the National Association of Home Builders (“NAHB”), a National Trustee for NAHB’s Political Action Committee, and a past Chairman of NAHB’s Multifamily Council. He is a Life Trustee of the National Housing Conference, and a co-founder and Director Emeritus of the California Housing Consortium. He is the husband of Kay Cooper and the father of Wilfred N. Cooper, Jr. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.

~~Wilfred N.~~(g) ~~Cooper,~~Promoters ~~Jr. is President, Chief Executive Officer, Secretary, a Director,~~ and aControl member of the Investment Committee, of WNC & Associates, Inc. He is President and a Director of, and a registered principal with, WNC Capital Corporation. He has been involved in real estate investment and acquisition activities since 1988 when he joined WNC & Associates, Inc. Previously, he served as a Government Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper serves on the Orange County Advisory Board of U.S. Bank, the Board of Trustees of NHC, the Editorial Advisory Board of Tax Credit Advisor, and the Tax Policy Council of the National Trust for Historic Preservation. He is a member of the Urban Land Institute and of Vistage International, a global network of business leaders and chief executives. He is the son of Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper graduated from The American University in 1985 with a Bachelor of Arts degree.Persons

~~Michael J~~Inapplicable. Gaber is an Executive Vice President, Chief Operating Officer, chair of the Investment Committee, and oversees the Property Acquisition and Investment Management groups, of WNC & Associates, Inc. Mr. Gaber has been involved in real estate acquisition, valuation and investment activities since 1989 and has been associated with WNC & Associates, Inc. since 1997. Prior to joining WNC & Associates, Inc., he was involved in the valuation and classification of major assets, restructuring of debt and analysis of real estate taxes with a large financial institution. Mr. Gaber is a member of the Housing Credit Group of NAHB and of National Housing and Rehabilitation Association (“NH&RA”). Mr. Gaber graduated from the California State University, Fullerton in 1991 with a Bachelor of Science degree in business administration - finance.

~~David N.~~(h) Audit ~~Shafer is an Executive Vice President, a member of the Investment~~ Committee, ~~and~~Financial ~~oversees the New Markets Tax Credit group~~Expert, of WNC & Associates, Inc. He is a registered representative with WNC Capital Corporation. Mr. Shafer has been active in the real estate industry since 1984. Before joining WNC & Associates, Inc. in 1990, he was engaged as an attorney in the private practice of law with a specialty in real estate and taxation. Mr. Shafer is a Director and past President of the California Council of Affordable Housing, a Director of the Council for Affordable and Rural Housing and a member of the State Bar of California. Mr. Shafer graduated from the University of California at Santa Barbara in 1978 with a Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris Doctor degree (~~cum laude~~i) ~~and~~Identification ~~from~~of the ~~University~~Audit ~~of San Diego in 1986 with a Master of Laws degree in taxation.~~Committee

~~Melanie R.~~Neither ~~Wenk~~the isPartnership ~~Vice~~nor President - Chief Financial Officer of WNC & Associates, Inc. She oversees WNC’s corporate and partnership accounting group, which is responsible for SEC reporting and New Markets Tax Credit compliance. Prior to joining WNC in 2003, Ms. Wenk was associated as a public accountant with BDO Seidman, LLP. She graduated from the ~~California~~General ~~Polytechnic~~Partner ~~State~~has ~~University, Pomona~~an inaudit ~~1999 with a Bachelor of Science degree in accounting~~committee.

Darrick Metz is Senior Vice President - Originations of WNC & Associates, Inc. He has been involved in multifamily property underwriting, acquisition and investment activities since 1991. Prior to joining WNC in 1999, he was employed by a Minnesota development company specializing in tax credit and market rate multifamily projects. Mr. Metz also worked with the Minnesota Housing Finance Agency (~~“MHFA”~~j), Changes ~~where~~to heNominating held the position of Senior Housing Development Officer. While at MHFA, he was responsible for the allocation of tax credits, HOME funds and state loan products. Mr. Metz is active in the Qualified Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and Economic Development Authority, a member of MHFA’s Multifamily Technical Assistance and a board member of NH&RA. He graduated from St. Cloud State University in 1993 with a Bachelor of Science degree in finance/economics.Procedures

31Inapplicable.

~~Christine A.~~(k) Compliance ~~Cormier~~With isSection ~~Senior~~16(a) ~~Vice President - Investor Relations~~ of ~~WNC & Associates, Inc. and oversees multi- investor fund equity raising and closings as well as~~ the ~~marketing~~Exchange group. She is a registered representative with WNC Capital Corporation. Ms. Cormier has been active in the real estate industry since 1985. Prior to joining WNC in 2008, Ms. Cormier was with another major tax credit syndicator for over 12 years where she was the Managing Director of investor relations. Ms. Cormier graduated from Bentley University in 1982 with a Bachelor of Science degree (summa cum laude) in accounting and computer science.Act

~~Kelly Henderson is Senior Vice President - Legal Affairs of WNC & Associates, Inc~~ None. She is responsible for structuring local limited partnership letters of understanding and local limited partnership agreements, coordinating closings with outside counsel and reviewing local limited partnership loan documents. Prior to joining WNC in 2006, she was Vice President - Acquisitions and Senior Counsel with a national tax credit syndicator. Ms. Henderson has been underwriting tax credit properties since 1999. She graduated from the State University of New York at Geneseo in 1993 with a Bachelor of Arts degree in political science and from the New England School of Law in 1996 with a Juris Doctor degree. She is licensed to practice law in the States of New York and Massachusetts.

Anand Kannan is Senior Vice President - Development of WNC & Associates, Inc. and leads the preservation and development teams for Community Preservation Partners, LLC. Prior to joining WNC in 2011, Mr. Kannan served as Associate Director at Vitus Group (~~previously Pacific Housing Advisors, Inc.~~l), Code ~~where he developed or consulted on affordable housing projects across the country. His expertise is in the acquisition and rehabilitation~~ of existing low-income housing projects that are or will be financed by tax-exempt bonds, tax credits, and other government subsidies. Prior to his tenure at Vitus Group, Mr. Kannan was associated with Novogradac & Company LLP. Mr. Kannan graduated from the University of California at Berkeley in 2002 with a Bachelor of Arts degree in economics with an emphasis in accounting.Ethics

~~Gregory S.~~Associates ~~Hand~~has isadopted ~~Senior~~a ~~Vice~~Code ~~President - Underwriting~~ of ~~WNC~~Ethics &which ~~Associates,~~applies ~~Inc.~~to ~~and oversees~~ the ~~property~~Chief ~~underwriting~~Executive ~~activities. Mr.~~Officer ~~Hand has been involved in real estate analysis, development~~ and ~~management~~Chief ~~since~~Financial ~~1987.~~Officer ~~Prior to joining WNC in 1998, he was a portfolio asset manager with a national tax credit sponsor with responsibility for the management~~ of ~~$200 million in assets~~Associates. ~~Prior~~ The toCode ~~that,~~of heEthics ~~was~~will abe ~~finance~~provided ~~manager~~without ~~with~~charge ~~The~~to ~~Koll~~any ~~Company~~person ~~and~~who arequests ~~financial analyst with The Irvine Company~~it. Such ~~Mr.~~requests ~~Hand~~should ~~graduated from~~be ~~Iowa~~directed ~~State~~to: Investor ~~University~~Relations inat ~~1987~~(714) ~~with~~662-5565 aextension ~~Bachelor of Business Administration degree in finance~~187.

~~Anil Advani~~Item ~~is Senior Vice President - Private Label Funds of WNC & Associates, Inc~~11. Executive He oversees all activities pertaining to private label funds, including structuring, originations, underwriting and acquisitions. Mr. Advani has 16 years of experience in affordable housing. Prior to joining WNC in 2011 and rejoining WNC in 2013, he worked for major tax credit syndicators where he was involved in the originations, structuring, and placement to institutional investors of local limited partnership investments. Prior to that, he was associated with a major accounting firm performing due diligence reviews of tax credit investments on behalf of institutional investors. Mr. Advani graduated from the University of Texas at Austin in 1993 with a Bachelor of Arts degree in economics and from The American University - Washington College of Law in 1996 with a Juris Doctor degree.Compensation

32The General Partner and its affiliates are not permitted under Section 5.6 of the Partnership’s Agreement to receive any salary, fees, profits, distributions or allocations from the Partnership or any Local Limited Partnership in which the Partnership invests except as expressly allowed by the Agreement. The compensation and other economic benefits to the General Partner and its Affiliates provided for in the Agreement and paid during the periods covered by this report or that could be paid in the future periods are summarized below.

(f) Involvement in Certain Legal Proceedings None. (g) Promoters and Control Persons Inapplicable. (h) Audit Committee Financial Expert, and (i) Identification of the Audit Committee Neither the Partnership nor the General Partner has an audit committee. (j) Changes to Nominating Procedures Inapplicable. (k) Compliance With Section 16(a) Compensation offor the Exchange Act None. (l) Code of Ethics Associates has adopted a Code of Ethics which applies to the Chief Executive Officer and Chief Financial Officer of Associates. The Code of Ethics will be provided without charge to any person who requests it. Such requests should be directed to: Investor Relations at (714) 662-5565 extension 187.Services

~~Item~~For 11services rendered by the General Partner or an affiliate of the General Partner in connection with the administration of the affairs of the Partnership, the General Partner or any such affiliate may receive an annual asset management fee equal to the greater amount of (i) $2,000 for each apartment complex, or (ii) 0.275% ~~Executive~~of ~~Compensation~~gross proceeds. In either case, the fee will be decreased or increased annually based on changes to the Consumer Price Index. However, in no event will the maximum amount exceed 0.2% of the Invested Assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loan on and other debt related to the Housing Complexes owned by such Local Limited Partnerships. The asset management fee is payable with respect to the previous calendar quarter on the first day of each calendar quarter during the year. Accrued but unpaid asset management fees for any year are deferred without interest and are payable in subsequent years from any funds available to the Partnership after payment of all other costs and expenses of the Partnership, including any capital reserves then determined by the General Partner to no longer be necessary to be retained by the Partnership, or from the proceeds of a sale or refinancing of Partnership assets. Asset management fees of $17,284, $17,104 and $31,130, respectively, were incurred during the years ended March 31, 2015, 2014 and 2013, of which $$0, $1,459 $343,124, was paid during the years ended March 31, 2015, 2014 and 2013, respectively.

~~The General~~Subject ~~Partner~~to ~~and~~a ~~its~~number ~~affiliates~~of ~~are~~terms ~~not~~and ~~permitted~~conditions ~~under~~set ~~Section~~forth ~~5.6~~in of the ~~Partnership’s~~ Agreement, ~~of Limited Partnership (~~the ~~“Agreement,”~~General ~~incorporated~~Partner asand ~~Exhibit~~its ~~3.1~~affiliates tomay ~~this~~be ~~report)~~entitled to ~~receive~~compensation ~~any~~for ~~salary,~~property ~~fees,~~management ~~profits,~~services ~~distributions or~~actually ~~allocations~~rendered ~~from~~by the ~~Partnership~~General Partner or ~~any~~its ~~Local~~affiliates ~~Limited~~respecting ~~Partnership in which~~ the ~~Partnership~~Housing ~~invests~~Complexes ~~except~~owned ~~as expressly allowed~~ by ~~the~~Local ~~Agreement~~Limited Partnerships. ~~The~~None ~~compensation~~property ~~and~~management ~~other~~services ~~economic~~were ~~benefits~~rendered toand ~~the~~no ~~General~~compensation ~~Partner~~was ~~and~~payable ~~its~~for ~~Affiliates~~such ~~provided~~services ~~for~~during in the ~~Agreement are~~periods ~~summarized~~covered ~~below~~by this report.

~~(a) Compensation for Services~~43

For services rendered by the General Partner or an affiliate of the General Partner in connection with the administration of the affairs of the Partnership, the General Partner or any such affiliate may receive an annual asset management fee equal to the greater amount of (ib) Operating $2,000 for each apartment complex, or (ii) 0.275% of gross proceeds. In either case, the fee will be decreased or increased annually based on changes to the Consumer Price Index. However, in no event will the maximum amount exceed 0.2% of the Invested Assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loan on and other debt related to the Housing Complexes owned by such Local Limited Partnerships. The asset management fee is payable with respect to the previous calendar quarter on the first day of each calendar quarter during the year. Accrued but unpaid asset management fees for any year are deferred without interest and are payable in subsequent years from any funds available to the Partnership after payment of all other costs and expenses of the Partnership, including any capital reserves then determined by the General Partner to no longer be necessary to be retained by the Partnership, or from the proceeds of a sale or refinancing of Partnership assets. Asset management fees of $31,130, $42,900 and $42,900, respectively, were incurred during the years ended March 31, 2013, 2012 and 2011, of which $343,124, $47,688, and $0 was paid during the years ended March 31, 2013, 2012 and 2011, respectively.Expenses

33Reimbursement to the General Partner or any of its affiliates of Operating Cash Expenses is subject to specific restrictions in Section 5.3.3 of the Partnership Agreement. The Agreement defines “Operating Cash Expenses” as

~~Subject to~~“ a. ~~number~~. . the amount of ~~terms~~cash ~~and~~disbursed ~~conditions~~by ~~set~~the ~~forth~~Partnership . . . in the ~~Agreement,~~ordinary ~~the~~course ~~General~~of ~~Partner~~business ~~and~~for the payment of its ~~affiliates~~operating ~~may~~expenses, besuch ~~entitled~~as toexpenses ~~compensation~~ for ~~services~~management, ~~actually~~utilities, ~~rendered~~repair orand tomaintenance, beinsurance, ~~rendered~~investor incommunications, ~~connection~~legal, ~~with~~accounting, ~~(i)~~statistical ~~selecting~~and bookkeeping services, ~~evaluating~~use of computing or accounting equipment, ~~structuring~~travel and telephone expenses, ~~negotiating~~salaries and ~~closing the~~direct expenses of Partnership’s ~~investments~~employees inwhile ~~Local~~engaged ~~Limited~~in Partnership ~~Interests~~business, ~~(ii)~~and ~~the~~any ~~acquisition~~other oroperational ~~development~~and ofadministrative ~~Properties~~ expenses necessary for the ~~Local~~prudent ~~Limited~~operation ~~Partnerships~~of the Partnership. Without limiting the generality of the foregoing, orOperating ~~(iii)~~Cash ~~property~~Expenses ~~management~~shall ~~services~~include ~~actually~~fees ~~rendered~~paid by the Partnership to any General Partner or ~~its~~any ~~affiliates respecting~~Affiliate ~~the~~of ~~Properties~~a ~~owned~~General byPartner ~~Local~~permitted ~~Limited~~by ~~Partnerships.~~this ~~The~~Agreement ~~Partnership~~and ~~has~~the ~~completed~~actual ~~its~~cost ~~investment~~of ~~stage~~goods, somaterials noand ~~compensation~~ administrative services used for or by the ~~services~~Partnership, inwhether ~~(i)~~incurred by a General Partner, an Affiliate of a General Partner or ~~(ii)~~a ~~has~~non-Affiliated ~~been~~Person ~~paid~~in ~~during~~performing the ~~period~~foregoing ~~covered~~functions. byAs ~~this~~used ~~report~~in ~~and~~the ~~none~~preceding ~~will~~sentence, beactual ~~paid~~cost inof goods and materials means the ~~future.~~actual ~~None~~ cost of goods and materials used for or by the ~~services~~Partnership ~~described~~and inobtained ~~(iii)~~from ~~were~~entities ~~rendered~~not Affiliated with a General Partner, and noactual ~~such~~cost ~~compensation~~of ~~was~~administrative ~~payable~~services ~~for~~means the pro rata cost of personnel (as if such ~~services~~persons ~~during~~were employees of the ~~periods~~Partnership) ~~covered by~~associated ~~this~~therewith, ~~report~~but in no event to exceed the Competitive amount.”

The Agreement provides that no such reimbursement shall be permitted for services for which a General Partner or any of its Affiliates is entitled to compensation by way of a separate fee. Furthermore, no such reimbursement is to be made for (a) rent or depreciation, utilities, capital equipment or other such administrative items, and (b) ~~Operating~~ ~~Expenses~~salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any "controlling person" of a General Partner or any Affiliate of a General Partner. For the purposes of Section 5.3.4, "controlling person" includes, but is not limited to, any person, however titled, who performs functions for a General Partner or any Affiliate of a General Partner similar to those of: (1) chairman or member of the board of directors; (2) executive management, such as president, vice president or senior vice president, corporate secretary or treasurer; (3) senior management, such as the vice president of an operating division who reports directly to executive management; or (4) those holding 5% or more equity interest in such General Partner or any such Affiliate of a General Partner or a person having the power to direct or cause the direction of such General Partner or any such Affiliate of a General Partner, whether through the ownership of voting securities, by contract or otherwise.

~~Reimbursement to~~The ~~the~~unpaid operating expenses paid by General Partner or ~~any of~~ its affiliates ofon ~~Operating~~behalf ~~Cash~~of ~~Expenses~~the isPartnership ~~subject~~were to$125,465, ~~specific~~$57,176, ~~restrictions~~and in$146 ~~Section~~as ~~5.3.3~~ of ~~the~~March ~~Partnership’s~~31, ~~Agreement~~2015, of2014 ~~Limited~~and 2013, respectively. The Partnership (reimbursed the ~~“Agreement~~General Partner or its affiliates for operating expenses of $30,”000, ~~incorporated~~$54,108 asand ~~Exhibit~~$108,098 ~~3.1~~during tothe ~~this report).~~years ~~The~~ended ~~Agreement~~March ~~defines~~31, ~~“Operating~~2015, ~~Cash~~2014 ~~Expenses”~~and as2013, respectively.

“ . . . the amount of cash disbursed by the Partnership . . . in the ordinary course of business for the payment of its operating expenses, such as expenses for management, utilities, repair and maintenance, insurance, investor communications, legal, accounting, statistical and bookkeeping services, use of computing or accounting equipment, travel and telephone expenses, salaries and direct expenses of Partnership employees while engaged in Partnership business, and any other operational and administrative expenses necessary for the prudent operation of the Partnership. Without limiting the generality of the foregoing, Operating Cash Expenses shall include fees paid by the Partnership to any General Partner or any Affiliate of a General Partner permitted by this Agreement and the actual cost of goods, materials and administrative services used for or by the Partnership, whether incurred by a General Partner, an Affiliate of a General Partner or a non- Affiliated Person in performing the foregoing functions. As used in the preceding sentence, actual cost of goods and materials means the actual cost of goods and materials used for or by the Partnership and obtained from entities not Affiliated with a General Partner, and actual cost of administrative services means the pro rata cost of personnel (as if such persons were employees of the Partnership) associated therewith, but in no event to exceed the Competitive amount.”44

The Agreement provides that no such reimbursement shall be permitted for services for which a General Partner or any of its Affiliates is entitled to compensation by way of a separate fee. Furthermore, no such reimbursement is to be made for (ac) Interest rent or depreciation, utilities, capital equipment or other such administrative items, and (b) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “controlling person” of a General Partner or any Affiliate of a General Partner. For the purposes of Section 5.3.4, “controlling person” includes, but is not limited to, any person, however titled, who performs functions for a General Partner or any Affiliate of a General Partner similar to those of: (1) chairman or member of the board of directors; (2) executive management, such as president, vice president or senior vice president, corporate secretary or treasurer; (3) senior management, such as the vice president of an operating division who reports directly to executive management; or (4) those holding 5% or more equity interest in such General Partner or any such Affiliate of a General Partner or a person having the power to direct or cause the direction of such General Partner or any such Affiliate of a General Partner, whether through the ownership of voting securities, by contract or otherwise.Partnership

The ~~unpaid~~ ~~operating~~General ~~expenses~~Partner ~~paid~~receives by1% of the Partnership’s allocated Low Income Housing Tax Credits, which was $0 for each of the years ended December 31, 2015, 2014 and 2013, respectively. The General Partner oris ~~its~~also ~~affiliates~~entitled onto ~~behalf~~receive 1% of the Partnership’s ~~were~~operating ~~$146,~~income $1or losses,~~322~~ gain or loss from the sale of property and ~~$2,120 as~~operating cash distributions. There were no distributions of operating cash to the General Partner during the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011, respectively~~2013. The ~~Partnership~~General ~~reimbursed~~Partner has an interest in sale or refinancing proceeds as follows: after the Limited Partners have received a return of their capital, General Partner ormay receive an amount equal to its ~~affiliates~~capital ~~for~~contribution, ~~operating expenses~~less any prior distribution of ~~$108,098,~~such ~~$139~~proceeds,~~861and~~ ~~$36,025~~then the General Partner may receive 10% and the Limited Partners 90% of any remaining proceeds. There were no such distributions of cash to the General Partner during the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011, respectively~~2013.

34(d) Subordinated Disposition Fee

The General Partner may receive a subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 16% through December 31, 2003 and 6% thereafter (~~c) Interest~~as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.

~~The General~~(e) ~~Partner~~Compensation ~~receives~~Committee 1%Interlocks ~~of the Partnership’s allocated Low Income Housing Tax Credits, which was $0 for each of the years ended December 31, 2012, 2011~~ and ~~2010,~~Insider respectively. The General Partner is also entitled to receive 0.1% of the Partnership’s operating income or losses, gain or loss from the sale of property and operating cash distributions. There were no distributions of operating cash to the General Partner during the years ended March 31, 2013, 2012 and 2011. The General Partner has an interest in sale or refinancing proceeds as follows: after the Limited Partners have received a return of their capital, General Partner may receive an amount equal to its capital contribution, less any prior distribution of such proceeds, then the General Partner may receive 1% and the Limited Partners 99% of any remaining proceeds. There were no such distributions of cash to the General Partner during the years ended March 31, 2013, 2012 and 2011.Participation

~~(d) Subordinated~~ The ~~Disposition~~Partnership ~~Fee~~has no compensation committee

A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 16% through December 31, 2003 and 6% thereafter (~~as defined in the Partnership Agreement~~f) Compensation ~~and~~Committee ~~is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.~~Report

~~Item~~ The ~~12.~~Partnership ~~Security~~has ~~Ownership~~no ofcompensation ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~committee

(a)	Securities Authorized for Issuance Under Equity Compensation Plans
	The Partnership has no compensation plans under which interests in the Partnership are authorized for issuance.
(b)	Security Ownership of Certain Beneficial Owners
	The following is the only limited partner known to the General Partner to own beneficially in excess of 5% of the outstanding Partnership Units as of March 31, 2013:

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

		Amount of
	Name and Address of	Units
Title of Class	Beneficial Owner	Controlled		Percent of Class
Units of Limited	Sempra Section 42, LLC		4,000 Units		25.6	%
Partnership Interests	555 California Street, 4th Floor
	San Francisco, CA 94104

(a)	Securities Authorized for Issuance Under Equity Compensation Plans

~~(c)~~The Security Ownership of Management Neither the General Partner, Associates, its affiliates, nor any of the officers or directors of the General Partner, Associates or its affiliates own directly or beneficially any Partnership ~~Units.~~has ~~(d)~~no ~~Changes~~compensation inplans ~~Control~~under ~~The~~which ~~management~~interests ~~and control of Associates and its affiliates may be changed at any time~~ in ~~accordance with its respective organizational documents, without~~ the ~~consent or approval of the Limited Partners. In addition, the~~ Partnership ~~Agreement~~are ~~provides~~authorized for ~~the admission of one or more additional and successor General Partners in certain circumstances~~issuance.

35(b) Security Ownership of Certain Beneficial Owners

~~First, with~~The ~~the~~following ~~consent~~is of the ~~General~~only ~~Partner~~limited ~~and~~partner aknown ~~majority-in-interest~~to of the ~~Limited Partners, the~~ General Partner ~~may designate one or more persons~~ to beown ~~successor~~beneficially ~~or additional General Partners. In addition, the General Partner may, without the consent of the Limited Partners, (i) substitute~~ in ~~its~~excess ~~stead as General Partner any entity which has, by merger, consolidation or otherwise, acquired substantially all~~ of ~~its~~5% ~~assets, stock or other evidence~~ of ~~equity interest and continued its business, or (ii) cause to be admitted to~~ the ~~Partnership~~outstanding ~~an additional General Partner or Partners if it deems such admission to be necessary or desirable so that the~~ Partnership ~~will~~Units beas ~~classified~~of aMarch ~~partnership for Federal income tax purposes. Finally~~31, ~~a majority-in-interest of the Limited Partners may at any time remove the General Partner of the Partnership and elect a successor General Partner.~~2015:

Item 13. Certain Relationships and Related Transactions, and Director Independence

Title of Class	Name and Address of Beneficial Owner	Amount of Units Controlled	Percent of Class

Units of Limited Partnership Interests	Sempra Section 42, LLC 555 California Street, 4th Floor San Francisco, CA 94104	4,000 Units		25.6	%

	(a)	The General Partner manages all of the Partnership’s affairs. The transactions with the General Partner are primarily in the form of fees paid by the Partnership for services rendered to the Partnership, reimbursement of expenses, a the General Partner’s interests in the Partnership, as discussed in Item 11 and in the notes to the Partnership’s financial statements.
	(b)	The Partnership has no directors.

~~Item~~(c) ~~14.~~Security ~~Principal~~Ownership ~~Accountant~~of ~~Fees and Services~~Management

~~The following~~Neither isthe aGeneral ~~summary~~Partner, Associates, its affiliates, nor any of ~~fees~~the ~~paid~~officers toor directors of the ~~Partnership’s~~General ~~principal~~Partner, ~~independent~~Associates ~~registered~~or ~~public~~its ~~accounting~~affiliates ~~firms~~own ~~for~~directly ~~the years~~or ~~ended~~beneficially ~~March~~any ~~31:~~Partnership Units.

	2013		2012
Audit Fees	$	72,723	$	46,113
Audit-related Fees		-		-
Tax Fees		-		3,035
All Other Fees		-		-
TOTAL	$	72,723	$	49,148

(d)	Changes in Control

The ~~Partnership~~ ~~has~~management noand ~~Audit~~control ~~Committee.~~of ~~All~~Associates ~~audit~~and ~~services~~its ~~and~~affiliates may be changed at any ~~permitted~~time ~~non-audit~~in ~~services~~accordance ~~performed~~with bytheir respective organizational documents, without the ~~Partnership’s independent~~consent ~~auditors~~or ~~are~~approval ~~preapproved~~of bythe Limited Partners. In addition, the Partnership Agreement provides for the admission of one or more additional and successor General ~~Partner~~Partners in certain circumstances.

36First, with the consent of the General Partner and a majority-in-interest of the Limited Partners, the General Partner may designate one or more persons to be successor or additional General Partners. In addition, the General Partner may, without the consent of the Limited Partners, (i) substitute in its stead as General Partner any entity which has, by merger, consolidation or otherwise, acquired substantially all of its assets, stock or other evidence of equity interest and continued its business, or (ii) cause to be admitted to the Partnership an additional General Partner or Partners if it deems such admission to be necessary or desirable so that the Partnership will be classified a partnership for Federal income tax purposes. Finally, a majority-in-interest of the Limited Partners may at any time remove the General Partner of the Partnership and elect a successor General Partner.

~~PART IV~~Item 13. Certain Relationships and Related Transactions, and Director Independence

~~Item~~(a) 15The General Partner manages all of the Partnership’s affairs. ~~Exhibits~~The transactions with the General Partner are primarily in the form of fees paid by the Partnership for services rendered to the Partnership, reimbursement of expenses, and ~~Financial~~the ~~Statement~~General ~~Schedules~~Partner’s interests in the Partnership, as discussed in Item 11 and in the notes to the Partnership’s financial statements.

(a)(1)	List of financial statements included in Part II hereof
	Reports of Independent Registered Public Accounting Firms
	Balance Sheets, March 31, 2013 and 2012
	Statements of Operations for the years ended March 31, 2013, 2012 and 2011
	Statements of Partners’ Equity (Deficit) for the years ended March 31, 2013, 2012 and 2011
	Statements of Cash Flows for the years ended March 31, 2013, 2012 and 2011
	Notes to Financial Statements
(a)(2)	List of financial statement schedules included in Part IV hereof:
	Schedule III, Real Estate Owned by Local Limited Partnerships
(a)(3)	Exhibits.
3.1	Articles of incorporation and by-laws: The registrant is not incorporated. The Partnership Agreement filed as Exhibit 28.1 to Form 10-K for fiscal year ended December 31, 1995 is hereby incorporated herein by reference as Exhibit 3.1.
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 (filed herewith)
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 (filed herewith)
32.1	Section 1350 Certification of the Chief Executive Officer. (filed herewith)
32.2	Section 1350 Certification of the Chief Financial Officer. (filed herewith)
101.	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets at March 31, 2013 and 2012, (ii) the Statements of Operations for the years ended March 31, 2013, 2012 and 2011, (iii) the Statements of Partners’ Equity (Deficit) for the years ended March 31, 2013, 2012 and 2011 (iv) the Statements of Cash Flows for the years ended March 31, 2013, 2012 and 2011 and (v) the Notes to Financial Statements

(b)	The Partnership has no directors.

~~Exhibits 32.1,~~Item 3214.2 Principal ~~and~~Accountant ~~101~~Fees ~~shall~~and not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.Services

37The following is a summary of fees paid to the Partnership’s principal independent registered public accounting firms for the years ended March 31:

WNC Housing Tax Credit Fund IV, L.P., Series 2

	2015		2014
Audit Fees	$	19,600	$	24,050
Audit-related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
TOTAL	$	19,600	$	24,050

~~Schedule III~~The Partnership has no Audit Committee. All audit services and any permitted non-audit services performed by the Partnership’s independent auditors are preapproved by the General Partner.

~~Real Estate Owned by Local Limited Partnerships~~ 46

~~March 31,~~PART ~~2013~~IV.

		As of March 31, 2013				As of December 31, 2012
		Partnership’s Total
Local Limited			Original Investment in	Amount of		Mortgage Loans of
Partnership			Local Limited	Investment		Local Limited					Property and	Accumulated		Net Book
Name	Location		Partnerships	Paid to Date		Partnerships		Land		Equipment		Depreciation		Value
Apartment Housing of East Brewton, Ltd.(1)	East Brewton, Alabama	$	*	$	*	$	1,043,000	$	69,000	$	2,285,000	$	1,012,000	$	1,342,000
Klimpel Manor, Ltd (2)	Fullerton, California		1,774,000		1,774,000		1,716,000		-		3,589,000		1,728,000		1,861,000
Pioneer Street Associates (2)	Bakersfield, California		2,222,000		2,222,000		1,355,000		300,000		4,154,000		2,711,000		1,743,000
		$	3,996,000	$	3,996,000	$	4,114,000	$	369,000	$	10,028,000	$	5,451,000	$	4,946,000

Item 15. Exhibits and Financial Statement Schedules

*	The Local Limited Partnership Interest was sold subsequent to December 31, 2012 but prior to March 31, 2013
(1)	The Local Limited Partnership Interest was sold subsequent to December 31, 2012 but prior to March 31, 2013
(2)	The Local Limited Partnership was identified for disposition subsequent to March 31, 2013.

(a)(1) List of financial statements included in Part II hereof

38Reports of Independent Registered Public Accounting Firm

~~WNC Housing~~Balance ~~Tax~~Sheets, ~~Credit~~March ~~Fund IV~~31, ~~L.P.,~~2015 ~~Series~~and 22014

~~Schedule III~~Statements of Operations For the Years Ended March 31, 2015, 2014 and 2013

~~Real Estate~~Statements ~~Owned~~of byPartners’ ~~Local~~Equity ~~Limited~~(Deficit) ~~Partnerships~~For the Years Ended March 31, 2015, 2014 and 2013

Statements of Cash Flows For the Years Ended March 31, 2015, 2014 and 2013

	For the Year Ended December 31, 2012
						Year		Estimated
Local Limited	Rental		Net Income			Investment		Useful Life
Partnership Name	Income		(Loss)			Acquired		(Years)
Apartment Housing of East Brewton, Ltd. (1)	$	158,000	$	(46,000)		1998		40
Klimpel Manor, Ltd. (2)		474,000		17,000			1994		40
Pioneer Street Associates (2)		697,000		(4,000	)		1995		27.5
	$	1,329,000	$	(33,000	)

Notes to Financial Statements

(1)	The Local Limited Partnership Interest was sold subsequent to December 31, 2012 but prior to March 31, 2013
(2)	The Local Limited Partnership was identified for disposition subsequent to March 31, 2013

(a)(2) List of financial statement schedules included in Part IV hereof:

39Schedule III, Real Estate Owned by Local Limited Partnerships

~~WNC Housing~~(a)(3) ~~Tax Credit Fund IV, L~~Exhibits.~~P., Series 2~~

~~Schedule III~~3.1 Articles of incorporation and by-laws: The registrant is not incorporated. The Partnership Agreement filed as Exhibit 28.1 to Form 10-K for fiscal year ended December 31, 1995 is hereby incorporated herein by reference as Exhibit 3.1.

~~Real Estate~~31.1 ~~Owned~~Certification byof ~~Local~~the ~~Limited~~Chief ~~Partnerships~~Executive Officer pursuant to Rule 13a-14 and 15d-14 (filed herewith)

~~March~~ 31,.2 ~~2012~~Certification of the Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 (filed herewith)

		As of March 31, 2012				As of December 31, 2011
		Partnership’s Total
		Original Investment in		Amount of		Mortgage Loans of
Local Limited		Local Limited		Investment Paid		Local Limited				Property and		Accumulated		Net Book
Partnership Name	Location	Partnerships		to Date		Partnerships		Land		Equipment		Depreciation		Value
Apartment Housing of East Brewton, Ltd.	East Brewton, Alabama	$	1,192,000	$	1,192,000	$	1,057,000	$	69,000	$	2,285,000	$	948,000	$	1,406,000
Autumn Trace Associates, Ltd. (1)	Silsbee, Texas		412,000		412,000		1,102,000		30,000		2,029,000		1,355,000		704,000
Garland Street Limited Partnership	Malvarn, Arkansas		164,000		164,000		647,000		29,000		984,000		639,000		374,000
Hereford Seniors Community, Ltd.	Hereford, Texas		167,000		167,000		751,000		57,000		1,014,000		456,000		615,000
Hickory Lane Associates, Ltd (1)	Newton, Texas		174,000		174,000		568,000		61,000		888,000		516,000		433,000
Honeysuckle Court Associates, Ltd. (1)	Vidor, Texas		339,000		339,000		1,111,000		49,000		1,784,000		1,036,000		797,000

Filing Compare · WNC HOUSING TAX CREDIT FUND IV L P SERIES 2