UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

S [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended March 31, ~~2011~~2012

□ [ ] 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: 0-20057

WNC HOUSING TAX CREDIT FUND II, L.P.

(Exact name of registrant as specified in its charter)

California	33-0433017
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

17782 Sky Park Circle	92614-6404
Irvine, CA	(Zip Code)
(Address of principal executive offices)

(714) 662-5565

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

~~Yes_____~~Yes ~~No___X__~~[ ] 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_____~~Yes ~~No___X__~~[ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes X No~~

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 No [X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x [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___~~filer [ ] Accelerated filer ~~filer___~~[ ] Non-accelerated ~~filer___X__~~filer [X] Smaller reporting ~~company_____~~company [ ]

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

~~Yes____~~Yes ~~No__X__~~[ ] 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

PART I.

Item 1. Business

Organization

WNC Housing Tax Credit Fund II, L.P. (the "Partnership") is a California limited partnership formed under the laws of the State of California on January 19, 1990. The Partnership was formed to acquire limited partnership interests in other limited partnerships ("Local Limited Partnerships") which own multi-family or senior 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 or operating agreement (the “Local Limited Partnership Agreement”).

The general partner of the Partnership is WNC Financial Group, L.P. (the “General Partner”). The general partners of the General Partner are WNC & Associates, Inc. ("Associates") and Wilfred N. Cooper, Sr. The chairman and president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates, as the Partnership has no employees of its own.

Pursuant to a registration statement filed with the Securities and Exchange Commission, on April 27, 1990, the Partnership commenced a public offering of 12,000 units of limited partnership interest ("Partnership Units") at a price of $1,000 per Partnership Unit. As of the close of the public offering on December 31, 1992, a total of 7,000 Partnership Units representing $7,000,000 had been sold. Holders of Partnership Units are referred to herein as “Limited Partners.”

The Partnership shall continue in full force and effect until December 31, 2045 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 was to provide its Limited Partners with Low Income Housing Tax Credits. The Partnership's principal business therefore consisted of investing as a limited partner or non-managing member in Local Limited Partnerships each of which owned and operated a Housing Complex which qualified 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 seeking to sell its Local Limited Partnership Interests. Nonetheless, 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 whether 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 January 19, 1990 (the "Partnership Agreement"), will be accomplished in the near term. 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. If a Local Limited Partnership Interest or the related Housing Complex is not sold, it is anticipated that the Local General Partner would continue to operate such Housing Complex.

The Partnership originally invested in twenty-seven Local Limited Partnerships, ~~nine~~twenty-one of which have been sold or otherwise disposed of as of March 31, ~~2011~~2012. Each of these Local Limited Partnerships owns or did own a Housing Complex that was eligible for the Federal Low Income Housing Tax Credit. Certain Local Limited Partnerships may also benefit from additional government programs promoting low- or moderate-income housing.

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 Local Limited Partnerships have completed their 15-year Compliance Period.

With that in mind, the General Partner is continuing its review of the Housing Complexes, with special emphasis on the more mature Housing Complexes such as any that have satisfied the IRS compliance requirements. 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, 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 syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership. 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, ~~2011~~2012.

Upon management of the Partnership identifying a Local Limited Partnership for disposition, costs incurred by the Partnership in preparation for the disposition are deferred. Upon the sale of the Local Limited Partnership Interest, the Partnership nets the costs that had been deferred against the proceeds from the sale in determining the gain or loss on sale of the Local Limited Partnership. Deferred disposition costs are included in other assets on the balance sheets.

As of March 31, ~~2010~~2011, the Partnership sold its Local Limited Partnership Interest in Lake View, a California limited partnership, Ashland Investment Group, Wilcox Investment Group, Cherokee Square, Ltd., ~~and~~ Divall Midland Associates Limited Partnership II, Candleridge Apartments of Perry, L.P., Candleridge Apartments of Runnells, L.P., Whitewater Woods and Brian’s Village. Each of the Local Limited Partnerships had completed its Compliance Period.

~~During~~The ~~the~~following ~~year~~table ~~ended~~reflects ~~March 31, 2011, on September 13, 2010,~~ the 12 ~~Partnership sold its~~ Local Limited Partnership ~~Interest~~Interests inthat ~~Candleridge~~were ~~Apartments~~sold ofduring ~~Perry, L.P. (Candleridge-Perry) to~~ the ~~Local~~twelve ~~General~~months ~~Partner~~year ofended ~~Candleridge-Perry. Candleridge-Perry~~March ~~was appraised for $198,000 and had a mortgage note balance of $555,264 as of December~~ 31, ~~2009~~2012. ~~The~~No ~~Partnership~~distributions ~~received~~will be ~~$25,000~~made ~~from~~to the ~~sale. The~~Limited ~~Partnership~~Partners ~~used~~as ~~the~~a ~~cash~~result ~~proceeds to repay $21,000~~ of ~~accrued~~these ~~fees and expenses due to General Partner and affiliates and is retaining the remaining $4,000 in reserves for future Partnership operating expenses~~dispositions. ~~The~~ ~~Partnership’s~~Each ~~investment balance was zero at the time~~ of the ~~sale, therefore a gain on sale of~~ Local Limited Partnerships inhad ~~the~~completed ~~amount~~its ~~of $25,000 was recorded during the year ended March 31, 2011. No cash distribution will be made to the Limited Partners. The~~ Compliance Period ~~has expired~~ so there is no risk of recapture to the investors in the Partnership.

During the year ended March 31, 2011, on September 13, 2010, the Partnership sold its Local Limited Partnership Interest in Candleridge Apartments of Runnells, L.P. (Candleridge-Runnells) to the Local General Partner of Candleridge-Runnells. Candleridge-Runnells was appraised for $216,000 and had a mortgage note balance of $333,224 as of December 31, 2009. The Partnership received $25,000 from the sale. The Partnership used the cash proceeds to repay $21,000 of accrued fees and expenses due to General Partner and affiliates and is retaining the remaining $4,000 in reserves for future Partnership operating expenses. The Partnership’s investment balance was zero at the time of the sale, therefore a gain on sale of Local Limited Partnerships in the amount of $25,000 was recorded during the year ended March 31, 2011. No cash distribution will be made to the Limited Partners. The Compliance Period has expired so there is no risk of recapture to the investors in the Partnership.

Local Limited Partnership	Debt at 12/31/10		Appraisal Value		Date of Sale		Sales Price		Sales Related Expenses		Gain (loss) on sale
Brantley Housing, Ltd.	$	546,000	$	365,000		May 1, 2011	$	16,372	$	8,855	$	7,517
Eclectic Housing, Ltd.		365,000		260,000		May 1, 2011		10,936		5,071		5,865
Perry County Housing, Ltd.		417,000		200,000		May 1, 2011		12,521		5,071		7,450
Pine Hill Housing, Ltd.		518,000		365,000		May 1, 2011		15,685		5,071		10,614
Wadley Housing, Ltd.		418,000		360,000		May 1, 2011		12,549		5,071		7,478
Rociada Partners, Ltd.		693,000		120,000		August 24, 2011		20,000		2,996		17,004
Emory Capital, L.P.		353,000		180,000		October 1, 2011		10,575		5,212		5,363
Emory Manor, L.P.		527,000		310,000		October 1, 2011		15,920		4,251		11,669
Idalou Manor, L.P.		591,000		300,000		October 1, 2011		17,726		4,251		13,475
Jefferson Capital, L.P.		682,000		360,000		October 1, 2011		20,466		4,251		16,215
Jefferson Manor, L.P.		729,000		400,000		October 1, 2011		21,876		4,251		17,625
Littlefield Manor, L.P.		567,000		280,000		October 1, 2011		17,018		4,251		12,767

~~During~~The ~~the~~following ~~year~~table ~~ended March 31, 2011, on December 31, 2010,~~ represents the ~~Partnership~~use ~~sold its Local Limited Partnership Interest in Whitewater Woods to the Local General Partner. Whitewater was appraised at $792,000 and had a mortgage note balance~~ of ~~$1,244,547 as of December 31, 2009. The Partnership received $44,057 from~~ the ~~sale. The Partnership used the~~ cash proceeds tofrom ~~repay $34,057 of accrued fees and expenses due to General Partner and affiliates and retained~~ the ~~remaining~~disposition ~~$10,000 in reserves for future Partnership operating expenses. The Partnership’s investment balance was zero at the time~~ of the ~~sale.~~12 ~~The~~Local ~~purchase~~Limited ~~price~~Partnerships ~~was partially offset by a $3,000 appraisal that was performed prior to the sale resulting in a $41,057 gain being recorded~~ during the year ended March 31, ~~2011~~2012. ~~No cash distribution will be made to the Limited Partners. The Compliance Period has expired so there is no risk of recapture to the investors in the Partnership.~~

The last disposition for the year ended March 31, 2011 was the Partnership’s sale of its Local Limited Partnership Interest in Brian’s Village Apartments, L.P. (“Brian’s Village”) on March 15, 2011. Brian’s Village was appraised at $550,000 and had a mortgage note balance of $721,234 as of December 31, 2010. The Partnership received $30,000 from the sale. The Partnership paid $10,000 in accrued asset management fees to the General Partner or an affiliate and retained the remaining $20,000 in reserves for future Partnership operating expenses. The Partnership’s investment balance was zero at the time of the sale, therefore a gain of $30,000 was recorded during the year ended March 31, 2011. No cash distribution will be made to the Limited Partners. The Compliance Period has expired so there is no risk of recapture to the investors in the Partnership.

Local Limited Partnership	Expected Cash Proceeds		Reimburse GP or affiliates for expenses		Payment of accrued asset management fees		Remaining cash to remain in reserves for future expenses
Brantley Housing, Ltd.	$	16,372		-	$	5,612	$	10,760
Eclectic Housing, Ltd.		10,936		-		5,612		5,324
Perry County Housing, Ltd.		12,521		-		5,612		6,909
Pine Hill Housing, Ltd.		15,685		-		5,612		10,073
Wadley Housing, Ltd.		12,549		-		5,612		6,937
Rociada, Ltd.		20,000		-		-		20,000
Emory Capital , L.P.		10,575		-		2,788		7,787
Emory Manor, L.P.		15,920		-		5,460		10,460
Idalou Manor, L.P.		17,726		-		6,363		11,363
Jefferson Capital, L.P.		20,466		-		7,733		12,733
Jefferson Manor , L.P.		21,876		-		8,438		13,438
Littlefield Manor, L.P.		17,018		-		6,009		11,009

The Partnership has received the majority vote in favor of the plan of liquidation of the Partnership. Therefore, the Partnership is engaging third party appraisers to appraise several 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. Expenses 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 all related ~~the~~ capitalized costs will be netted with any sale proceeds received in order to calculate the net gain or loss on the disposition.

As of March 31, ~~2011~~2012 the ~~five~~Partnership ~~following~~has identified three Local Limited Partnerships ~~were identified~~ for disposition ~~and~~as listed in the table below. The Compliance Period for all ~~five~~of these Local Limited Partnerships have expired so there is no risk of recapture to the investors in the Partnership. ~~Interests~~All ~~were~~three ~~sold~~of the Local Limited Partnerships are expected to close on ~~May~~June 115, ~~2011~~2012.

The Partnership sold its Local Limited Partnership Interest in Brantley Housing, Ltd. (“Brantley”) to the Local General Partner for $16,372. Brantley was appraised for $365,000 and had a mortgage note balance of $545,746 at December 31, 2010. The Partnership will use all the cash proceeds to pay $16,372 of accrued fees and expenses due to General Partner and affiliates. The Partnership’s investment balance was zero at the time of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the Local Limited Partnership’s final tax return at a cost of $2,000. Therefore, a gain of $11,484 will be recorded during the three months ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership.

Local Limited Partnership	Debt at 12/31/11		Appraisal value		Value of Local Limited Partnership			Estimated sales price		Actual appraisal expense		Estimated legal expense		Estimated gain on sale

Airport Road Associates, Limited	$	1,381,000	$	950,000	$	(431,000	)	$	30,000	$	3,100	$	385	$	26,515

Am-Kent Associates, Ltd.		1,061,000		940,000		(126,000	)		30,000		3,100		385		26,515

Elizabeth Square Associates, Ltd.		1,367,000		1,270,000		(97,000	)		30,000		3,100		385		26,515

The Partnership also sold its Local Limited Partnership Interest in Eclectic Housing, Ltd. (“Eclectic”) to the Local General Partner for $10,936. Eclectic was appraised for $260,000 and had a mortgage note balance of $364,532 at December 31, 2010. The Partnership will use all the cash proceeds to pay $10,936 of accrued fees and expenses due to General Partner and affiliates. The Partnership’s investment balance was zero at the time of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the Local Limited Partnership’s final tax return at a cost of $2,000. Therefore, a gain of $6,048 will be recorded during the three months ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership.4

5The following table represents the use of the cash proceeds from the disposition of those three Local Limited Partnerships.

The Partnership also sold its Local Limited Partnership Interest in Perry County Housing, Ltd. (“Perry County”) to the Local General Partner for $12,521. Perry County was appraised for $200,000 and had a mortgage note balance of $417,358 at December 31, 2010. The Partnership will use all the cash proceeds to pay $12,521 of accrued fees and expenses due to General Partner and affiliates. The Partnership’s investment balance was zero at the time of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the Local Limited Partnership’s final tax return at a cost of $2,000. Therefore, a gain of $7,633 will be recorded during the three months ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership.

Local Limited Partnership	Cash Proceeds		Reimburse GP or affiliates for expenses		Payment of accrued asset management fees		Remaining cash to remain in reserves for future expenses

Airport Road Associates, Limited	$	30,000	$	4,759	$	18,574	$	6,667

Am-Kent Associates, Ltd.		30,000		4,759		18,574		6,667

Elizabeth Square Associates, Ltd.		30,000		4,760		18,574		6,666

~~The~~Item ~~Partnership also sold its Local Limited Partnership Interest in Pine Hill Housing, Ltd~~1A. ~~(“Pine~~Risk Hill”) to the Local General Partner for $15,685. Pine Hill was appraised for $365,000 and had a mortgage note balance of $517,839 at December 31, 2010. The Partnership will use all the cash proceeds to pay $15,685 of accrued fees and expenses due to General Partner. The Partnership’s investment balance was zero at the time of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the Local Limited Partnership’s final tax return at a cost of $2,000. Therefore, a gain of $10,797 will be recorded during the three months ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership.Factors

~~The~~Set ~~Partnership~~forth ~~also~~below ~~sold~~are ~~its~~the ~~Local~~principal risks ~~Limited~~the Partnership ~~Interest~~believes inare ~~Wadley~~the ~~Housing,~~most ~~Ltd.~~significant ~~(“Wadley”)~~material to the ~~Local~~Limited ~~General Partner for $12,549~~Partners. ~~Wadley~~ ~~was appraised for $360,000 and had a mortgage note balance of $418,290 at December 31, 2010.~~ The Partnership ~~will use all the cash proceeds to pay $12,549 of accrued fees~~ and ~~expenses due to General Partner and affiliates. The Partnership’s investment balance was zero at~~ the ~~time of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the~~ Local Limited Partnerships ~~Partnership’s~~operate ~~final~~in ~~tax return at~~ a ~~cost~~continually ofchanging ~~$2,000. Therefore,~~business aenvironment ~~gain of $7~~and,~~661~~ ~~will be recorded during the three months ended June 30~~therefore, ~~2011. No~~new ~~cash~~risks ~~distribution~~emerge ~~will~~from betime ~~made~~ to ~~the~~time. ~~Limited~~This ~~Partners~~section contains assome aforward-looking ~~result of this sale~~statements. ~~The~~ ~~Compliance~~For ~~Period~~an ~~has~~explanation ~~expired so there is no risk~~ of ~~tax~~the ~~credit~~qualifications ~~recapture~~and tolimitations ~~the~~on ~~investors~~forward-looking instatements, see ~~the~~Item ~~Partnership~~7.

~~While appraisals have been performed on substantially all of the Local Limited Partnerships, Airport Road Associates, Limited~~a., ~~Am-Kent~~Risks ~~Associates,~~arising ~~Ltd.~~from ~~and Elizabeth Square Associates, Ltd. have all been identified for disposition as of March 31, 2011. Contracts are under review by each of~~ the ~~potential~~Internal ~~purchasers~~Revenue ofCode ~~the~~rules ~~Local~~governing ~~Limited~~Low ~~Partnerships~~Income ~~Interest~~Housing ~~for~~Tax ~~both of these Local Limited Partnerships. The Partnership estimates a closing date of August 2011 for the Local Limited Partnership Interest sales. The purchase price is still under negotiations.~~ Credits

~~Item~~Sales 1Aof Housing Complexes are subject to limitations which may impact a Local Limited Partnership’s ability to sell its Housing Complex. ~~Risk~~ ~~Factors~~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.

~~Set~~As ~~forth~~part ~~below~~of the ~~are~~recently ~~the~~enacted ~~principal~~health ~~risks~~care ~~the~~legislation, ~~Partnership~~Congress ~~believes~~has ~~are~~codified the ~~most~~economic ~~significant~~substance ~~material~~doctrine. toBecause of its recent enactment, the ~~Limited~~full ~~Partners~~reach of this provision is unclear. ~~The~~ ~~Partnership~~Inasmuch ~~and~~as ~~the~~Housing ~~Local~~Complexes ~~Limited~~might ~~Partnerships~~offer ~~operate~~no inbenefit to a ~~continually~~purchaser ~~changing~~other ~~business~~than ~~environment and~~tax benefits, ~~therefore,~~it ~~new~~is ~~risks~~possible ~~emerge~~that ~~from~~the ~~time~~economic substance doctrine could be interpreted to ~~time. This~~limit ~~section~~deduction ~~contains~~of ~~some~~tax ~~forward-looking~~losses ~~statements. For~~from anHousing Complexes, ~~explanation~~which ofwould ~~the~~be ~~qualifications~~expected ~~and~~to ~~limitations~~have a significant adverse effect on ~~forward-looking~~the ~~statements,~~sale ~~see~~value ~~Item~~of 7the Housing Complexes and the Local Limited Partnership Interests.

ab. Risks ~~arising~~related ~~from~~to ~~the~~investment ~~Internal~~in ~~Revenue~~Local ~~Code~~Limited ~~rules~~Partnerships ~~governing~~and ~~Low Income~~ Housing ~~Tax Credits~~Complexes

Sales of Housing Complexes 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 Because 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~~has ~~any~~few ~~subsequent owners must rent the Housing Complex as low income housing. Under Federal law~~investments, ~~the~~each ~~commitment~~investment ~~must~~will 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 toa ~~agree~~great toimpact ~~continue~~on ~~to rent~~ the ~~Housing~~Partnership’s ~~Complex~~results ~~as low income housing for the duration~~ of ~~the commitment period~~operations. ~~This~~ Any ~~requirement~~single ~~reduces the potential market, and possibly the sales price, for the~~ Housing ~~Complexes. The sale of a Housing~~ Complex ~~may~~experiencing bepoor ~~subject~~operating ~~to other restrictions. For example~~performance, ~~Federal lenders~~ or ~~subsidizers~~impairment ~~may have the right to approve or disapprove a purchase~~ of avalue ~~Housing~~will ~~Complex. Accordingly,~~have ~~there can be no assurance that~~ a ~~Local~~significant ~~Limited~~impact upon ~~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~~as ~~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~~whole.

6The 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. 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.

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.5

bThe Partnership does not control the Local Limited Partnerships and must rely on the Local General Partners. ~~Risks~~The ~~related~~Local toGeneral ~~investment~~Partners inwill 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.

~~Because~~Housing Complexes ~~the~~subsidized ~~Partnership~~by ~~has~~other ~~few~~government ~~investments,~~programs ~~each~~are ~~investment~~subject ~~will~~to ~~have~~additional arules ~~great~~which ~~impact~~may onmake ~~the~~it ~~Partnership’s~~difficult ~~results~~to ofoperate ~~operations~~and sell Housing Complexes. ~~Any~~ ~~single~~Some ~~Housing~~or ~~Complex~~all ~~experiencing~~of ~~poor~~the ~~operating~~Housing ~~performance,~~Complexes receive or ~~impairment~~may ofreceive ~~value~~government ~~will~~financing ~~have~~or aoperating ~~significant~~subsidies in ~~impact~~addition ~~upon~~to ~~the~~Low ~~Partnership~~Income asHousing aTax ~~whole~~Credits. The following are risks associated with some such subsidy programs:

~~The~~· ~~failure~~Obtaining totenants ~~pay~~for ~~mortgage~~the ~~debt could result in a forced sale of a~~ Housing ~~Complex~~Complexes. ~~Each~~Government ~~Local~~regulations ~~Limited~~limit ~~Partnership leverages~~ the ~~Partnership’s~~types 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~~people ~~Housing~~who ~~Complex,~~can ~~which~~rent ~~could~~subsidized ~~include a foreclosure~~housing. ~~The~~ ~~same~~These ~~results~~regulations could occur if government subsidies ceased. Foreclosure would result in a loss of the Partnership’s capital invested in the Housing Complex. 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 bemake ~~repayable~~it inmore adifficult ~~self-amortizing series of equal installments or with a large balloon final payment. Balloon payments maturing prior~~ to ~~the~~rent ~~end of~~ the ~~anticipated~~residential ~~holding~~units ~~period~~in ~~for~~ the Housing ~~Complex create the risk of a forced sale if the debt cannot be refinanced~~Complexes. ~~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~~Obtaining ~~does~~rent ~~not control the Local Limited Partnerships and must rely on the Local General Partners~~increases. ~~The~~In ~~Local~~many ~~General~~cases ~~Partners~~rents ~~will~~can ~~make~~only 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~~increased ~~to exercise any control~~ with ~~respect to Local Limited Partnership business decisions and operations. Consequently,~~ the ~~success~~prior ofapproval ~~the Partnership will depend on the abilities~~ of the ~~Local~~subsidizing ~~General Partners~~agency.

~~Housing~~· ~~Complexes~~Limitations ~~subsidized~~on bycash ~~other~~distributions. ~~government~~The ~~programs~~amount ~~are~~of ~~subject~~cash tothat ~~additional rules which~~ may ~~make~~be itdistributed ~~difficult~~ to ~~operate~~owners ~~and~~of ~~sell~~subsidized Housing Complexes~~. Some~~ oris ~~all~~less ofthan the ~~Housing~~amount ~~Complexes~~that ~~receive~~could orbe ~~may~~earned ~~receive~~by ~~government~~the ~~financing~~owners orof ~~operating~~non-subsidized ~~subsidies in addition to Low Income~~ Housing ~~Tax Credits~~Complexes. ~~The following are risks associated with some such subsidy programs:~~

· ~~Obtaining~~Limitations ~~tenants~~on ~~for~~sale or refinancing of the Housing Complexes. ~~Government~~A ~~regulations~~Local ~~limit~~Limited Partnership may be unable to sell its Housing Complex or to refinance its mortgage loan without the ~~types~~prior approval of ~~people~~the ~~who~~lender. ~~can~~The ~~rent~~lender ~~subsidized~~may ~~housing.~~withhold ~~These~~such ~~regulations~~approval in the discretion of the lender. Approval may ~~make~~be itsubject ~~more~~to ~~difficult~~conditions, including the condition that the purchaser continues to ~~rent~~operate the ~~residential~~property ~~units~~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 ~~Housing~~assessment ~~Complexes~~of a prepayment penalty.

· ~~Obtaining~~Limitations ~~rent~~on ~~increases.~~transfers Inof ~~many~~interests ~~cases~~in ~~rents~~Local ~~can~~Limited ~~only~~Partnerships. The Partnership may be ~~increased~~unable ~~with~~to sell its interest in a Local Limited Partnership without the prior approval of the ~~subsidizing~~lender. ~~agency~~The lender may withhold such approval in the discretion of the lender. Approval may be subject to conditions.

· Limitations on ~~cash~~removal ~~distributions~~and admission of Local General Partners. The ~~amount~~Partnership may be unable to remove a Local General Partner from a Local Limited Partnership except for cause, such as the violation of ~~cash~~the ~~that~~rules of the lender or state allocating authority. Regulations may beprohibit ~~distributed~~the toremoval ~~owners~~of a Local General Partner or permit removal only with the prior approval of ~~subsidized~~the ~~Housing~~lender. ~~Complexes~~Regulations ismay ~~less~~also ~~than~~require approval of the ~~amount~~admission ~~that~~of ~~could~~a besuccessor ~~earned~~Local byGeneral Partner even upon the ~~owners~~death or other disability of ~~non-subsidized~~a ~~Housing~~Local ~~Complexes~~General Partner.

· Limitations on ~~sale~~subsidy ~~or refinancing of the Housing Complexes~~payments. ASubsidy ~~Local~~payments ~~Limited Partnership~~ may be ~~unable~~fixed toin ~~sell~~amount ~~its~~and ~~Housing~~subject ~~Complex or~~ to ~~refinance~~annual ~~its~~legislative ~~mortgage loan without the prior approval of the lender~~appropriations. The ~~lender~~rental ~~may~~revenues ~~withhold~~of ~~such~~a ~~approval~~Housing inComplex, ~~the~~when ~~discretion~~combined ofwith the ~~lender.~~maximum ~~Approval~~committed subsidy, may be ~~subject~~insufficient to ~~conditions,~~meet ~~including~~obligations. ~~the~~Congress ~~condition~~or ~~that~~ the ~~purchaser~~state ~~continues~~legislature, toas ~~operate~~ the ~~property~~case asmay ~~affordable~~be, ~~housing~~may ~~for~~fail ~~terms~~to ~~which~~appropriate ~~could~~or beincrease asthe ~~long~~necessary ~~as 30 years or more~~subsidy. In ~~addition~~those events, ~~any~~the ~~prepayment of a~~ mortgage ~~may~~lender ~~result~~could inforeclose on the ~~assessment~~Housing ofComplex unless a ~~prepayment~~workout ~~penalty~~arrangement could be negotiated.

· ~~Limitations~~Possible onchanges ~~transfers of interests~~ in ~~Local~~applicable ~~Limited Partnerships~~regulations. ~~The~~Legislation ~~Partnership~~ may be ~~unable~~enacted towhich ~~sell~~adversely ~~its~~revises ~~interest~~provisions ~~in a Local Limited Partnership without the prior approval~~ of ~~the~~outstanding ~~lender~~mortgage loans. ~~The~~Such ~~lender~~legislation ~~may~~has ~~withhold~~been ~~such~~enacted ~~approval~~ in the ~~discretion of the lender~~past. ~~Approval may be subject to conditions.~~

7· 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 Partnership 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.

· 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.6

·Uninsured casualties ~~Limitations~~could onresult ~~subsidy~~in ~~payments~~losses and recapture. ~~Subsidy~~There ~~payments~~are ~~may~~casualties bewhich ~~fixed~~are ineither ~~amount~~uninsurable or not economically insurable. These include earthquakes, floods, wars and ~~subject~~losses relating to ~~annual~~hazardous ~~legislative~~materials ~~appropriations.~~or ~~The~~environmental ~~rental~~matters. ~~revenues~~If of a Housing Complex experienced an uninsured casualty, ~~when~~the ~~combined~~Partnership ~~with~~could lose both its invested capital and anticipated profits in such property. Even if the ~~maximum~~casualty ~~committed~~were ~~subsidy~~an insured loss, ~~may~~the Local Limited Partnership might be ~~insufficient~~unable to ~~meet~~rebuild ~~obligations~~the destroyed property. ~~Congress~~A portion orof ~~the~~prior ~~state~~tax ~~legislature,~~credits ascould ~~the~~be ~~case~~recaptured ~~may~~and ~~be,~~future ~~may~~tax ~~fail~~credits tocould ~~appropriate~~be orlost ~~increase~~if the ~~necessary~~Housing ~~subsidy~~Complex were not restored within a reasonable period of time. InAnd ~~those~~liability ~~events,~~judgments against the ~~mortgage~~Local ~~lender~~Limited Partnership could ~~foreclose~~exceed onavailable insurance proceeds or otherwise materially and adversely affect the ~~Housing~~Local ~~Complex~~Limited ~~unless~~Partnership. aThe ~~workout~~cost ~~arrangement~~of ~~could~~liability beand ~~negotiated~~casualty insurance has increased in recent years. Casualty insurance has become more difficult to obtain and may require large deductible amounts.

·Housing Complexes ~~Possible~~without ~~changes~~financing inor ~~applicable~~operating ~~regulations~~subsidies may be unable to pay operating expenses. ~~Legislation~~If ~~may~~a Local Limited Partnership were unable to pay operating expenses, one result could be ~~enacted~~a forced sale of its Housing Complex. In this regard, some of the Local Limited Partnerships may own Housing Complexes which ~~adversely~~have ~~revises~~no ~~provisions~~subsidies other than Low Income Housing Tax Credits. Those Housing Complexes do not have the benefit of ~~outstanding~~below-market-interest-rate ~~mortgage~~financing ~~loans~~or operating subsidies which often are important to the feasibility of low income housing. ~~Such~~Those ~~legislation~~Housing ~~has~~Complexes ~~been~~rely ~~enacted~~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 ~~past~~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 ~~Limited~~Partnership’s investment ~~Partners~~protection ~~may~~policies ~~not~~will ~~receive~~be ~~distributions~~worthless if ~~Housing~~the ~~Complexes~~net ~~are~~worth ~~sold~~of the Local General Partners is not sufficient to satisfy their obligations. There is noa ~~assurance~~risk that ~~Limited~~the Local General Partners will ~~receive~~be ~~any~~unable ~~cash~~to ~~distributions~~perform ~~from~~their financial obligations to the Partnership. ~~sale~~The orGeneral ~~refinancing~~Partner ofhas not established a ~~Housing~~minimum ~~Complex~~net worth requirement for the Local General Partners. ~~The~~Rather, ~~price~~each Local atGeneral ~~which~~Partner demonstrates a ~~Housing~~net ~~Complex~~worth which the General Partner believes is ~~sold~~appropriate ~~may~~under ~~not~~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 ~~high~~readily ~~enough~~liquidated to ~~pay~~satisfy the ~~mortgage~~financial guarantees and ~~other~~commitments ~~expenses~~which at the Local ~~Limited~~General ~~Partnership~~Partners ~~and~~make to the Partnership. ~~levels~~Moreover, ~~which~~other ~~must~~creditors may have claims on these assets. No escrow accounts or other security arrangements will be ~~paid~~established atto ~~such~~ensure ~~time~~performance of a Local General Partner’s obligations. IfThe ~~that~~cost ~~happens,~~to enforce a ~~Limited~~Local General Partner’s ~~return~~obligations ~~would~~may be ~~derived~~high. ~~only~~If ~~from~~a Local General Partner does not satisfy its obligations the ~~Low~~Partnership ~~Income~~may ~~Housing~~have ~~Tax~~no ~~Credits~~remedy, ~~and~~or ~~tax~~the ~~losses~~remedy may be limited to removing the Local General Partner as general partner of the Local Limited Partnership.

~~Uninsured~~Fluctuating economic ~~casualties~~conditions ~~could~~can ~~result~~reduce inthe ~~losses~~value ~~and~~of ~~recapture~~real estate. ~~There~~The ~~are~~Partnership’s ~~casualties~~principal ~~which~~business ~~are~~objective ~~either~~is ~~uninsurable~~providing its orLimited ~~not~~Partners ~~economically~~with ~~insurable. These~~Low ~~include~~Income ~~earthquakes,~~Housing ~~floods~~Tax Credits, ~~wars~~not ~~and~~the ~~losses~~generation ~~relating~~of togains ~~hazardous~~from ~~materials~~the orappreciation ~~environmental~~of ~~matters. If~~real aestate ~~Housing~~held by ~~Complex experienced an uninsured casualty,~~ the ~~Partnership~~Local ~~could~~Limited ~~lose~~Partnerships. ~~both~~In its ~~invested~~financial ~~capital~~statements, ~~and anticipated profits in such property. Even if~~ the ~~casualty~~Partnership ~~were~~has ancarried ~~insured~~its ~~loss,~~investments ~~the~~in Local Limited ~~Partnership~~Partnerships at ~~might~~values bereflecting ~~unable~~the tosum ~~rebuild~~of the ~~destroyed~~total ~~property. A~~amount ~~portion~~ of ~~prior~~the ~~tax~~remaining ~~credits~~future ~~could~~Low beIncome ~~recaptured~~Housing ~~and~~Tax ~~future~~Credits ~~tax~~estimated ~~credits~~to ~~could~~ be ~~lost~~allocated to if the ~~Housing~~Partnership ~~Complex~~and ~~were~~the ~~not~~estimated ~~restored~~residual ~~within~~value ato ~~reasonable~~the ~~period~~Partnership of ~~time. And~~its ~~liability~~interests ~~judgments~~in ~~against~~ the Local Limited ~~Partnership~~Partnerships. ~~could~~As of ~~exceed~~the ~~available~~beginning ~~insurance~~of ~~proceeds~~the orfirst ~~otherwise~~year ~~materially~~covered ~~and~~by ~~adversely~~this ~~affect~~report, the ~~Local Limited~~ Partnership. ~~The~~had ~~cost~~reduced ofthe ~~liability~~carrying ~~and~~amount ~~casualty~~to ~~insurance~~$0 ~~has~~with ~~increased in recent years. Casualty insurance has become more difficult~~ respect to ~~obtain~~all ~~and~~of ~~may~~its ~~require large deductible amounts~~investments.

~~Housing~~Any ~~Complexes~~investment in ~~without~~real ~~financing~~estate oris ~~operating~~subject ~~subsidies~~to ~~may~~risks befrom ~~unable~~fluctuating toeconomic ~~pay operating expenses~~conditions. IfThese aconditions ~~Local~~can ~~Limited~~adversely ~~Partnership~~affect ~~were~~the ~~unable~~ability to realize ~~pay operating expenses, one result could be~~ a ~~forced~~profit sale of its Housing Complex. 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~~even ~~subsidies which often are important~~ to ~~the~~recover ~~feasibility~~invested ~~of low income housing~~capital. ~~Those~~ ~~Housing~~Among ~~Complexes~~these ~~rely~~conditions 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.are:

~~The~~· ~~Partnership’s investment protection policies will be worthless if~~ the ~~net~~general 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, each Local General Partner demonstrates a net worth which the General Partner believes is appropriate under the circumstances. The assets of the Local General Partners are likely to consist primarily of real estate holdings and ~~similar~~local ~~assets.~~job ~~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.

8· the availability and cost of mortgage financing,

~~Fluctuating~~· ~~economic~~monetary ~~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~~inflation, 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 reflecting 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 the beginning of the first year covered by this report, the Partnership had reduced the carrying amount to $0 with respect to all of its investments.

~~Any~~· ~~investment~~tax, inenvironmental, ~~real~~land ~~estate~~use isand ~~subject~~zoning ~~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:~~policies,

· the ~~general~~supply of and ~~local~~demand ~~job~~for ~~market~~similar properties,

· ~~the~~neighborhood ~~availability and cost of mortgage financing~~conditions,

· ~~monetary~~the ~~inflation,~~availability and cost of utilities and water.

~~· tax, environmental, land use and zoning policies,~~7

·c. ~~the~~Tax ~~supply~~risks ofother ~~and~~than ~~demand~~those ~~for~~relating ~~similar~~to ~~properties,~~tax credits

·In ~~neighborhood~~addition ~~conditions~~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 ~~the~~opinion of ~~availability~~counsel ~~and~~as ~~cost~~to ofcertain ~~utilities~~matters. ~~and~~No ~~water.~~legal opinion is obtained regarding matters:

c.· ~~Tax~~the ~~risks~~determination ~~other~~of ~~than~~which ~~those~~depends ~~relating~~on tofuture ~~tax~~factual ~~credits~~circumstances,

In· ~~addition~~which toare ~~the~~peculiar ~~risks pertaining specifically~~ to ~~Low~~individual 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~~Partners, ~~but are not limited to, the following:~~or

No· ~~opinion~~which ofare ~~counsel~~not ascustomarily tothe ~~certain~~subject ~~matters. No~~of ~~legal~~an opinion ~~is obtained regarding matters:~~.

·The ~~the~~more ~~determination~~significant of ~~which~~these matters ~~depends on future factual circumstances,~~include:

· allocating purchase price among components of a property, particularly as between buildings and fixtures, the cost of which ~~are~~is ~~peculiar~~depreciable, toand ~~individual~~the ~~Limited~~underlying ~~Partners~~land, orthe cost of which is not depreciable,

· ~~which~~characterizing ~~are~~expenses ~~not~~and ~~customarily~~payments made to or by the ~~subject~~Partnership ofor ana ~~opinion.~~Local Limited Partnership,

~~The~~· ~~more~~identifying ~~significant~~the portion of ~~these~~the ~~matters~~costs ~~include:~~of any Housing Complex which qualify for historic and other tax credits, and

· ~~allocating~~applying ~~purchase~~to ~~price~~any ~~among~~specific ~~components~~Limited ofPartner athe ~~property,~~limitation ~~particularly~~on asthe ~~between~~use ~~buildings~~of tax credits and ~~fixtures,~~tax ~~the~~losses. ~~cost~~Limited ofPartners ~~which~~must isdetermine ~~depreciable,~~for ~~and~~themselves the ~~underlying~~extent ~~land,~~to ~~the~~which ~~cost~~they ofcan ~~which~~use istax ~~not~~credits ~~depreciable,~~and tax losses.

·There ~~characterizing~~can ~~expenses~~be ~~and~~no ~~payments~~assurance, ~~made~~therefore, that tothe orIRS will not challenge some of the tax positions adopted by the Partnership. orThe courts could sustain an IRS challenge. An IRS challenge, if successful, could have a ~~Local~~detrimental ~~Limited~~effect on the Partnership,’s ability to realize its investment objectives.

·Passive activity ~~identifying~~rules ~~the~~will ~~portion~~limit deduction of the ~~costs~~Partnership’s losses and impose tax on interest income. The Internal Revenue Code imposes limits on the ability of ~~any~~most ~~Housing~~investors ~~Complex~~to ~~which~~claim ~~qualify~~losses ~~for~~from ~~historic~~investments ~~and~~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 ~~tax~~types ~~credits~~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 ~~applying~~Partnership may toearn ~~any~~interest ~~specific~~income ~~Limited~~on ~~Partner~~its ~~the~~reserves ~~limitation~~and onloans. ~~the~~The ~~use~~passive ofactivity ~~tax~~rules ~~credits~~generally will categorize interest as portfolio income, and ~~tax~~not ~~losses~~passive income. ~~Limited~~Passive ~~Partners~~losses ~~must~~cannot ~~determine~~be ~~for~~used ~~themselves~~as ~~the~~an ~~extent~~offset to ~~which~~portfolio ~~they~~income. ~~can~~Consequently, ~~use~~a ~~tax~~Limited ~~credits~~Partner could ~~and~~pay tax ~~losses~~liability on portfolio income from the Partnership.

~~There~~At ~~can~~risk rules bemight nolimit ~~assurance,~~deduction ~~therefore,~~of ~~that~~ the ~~IRS~~Partnership’s ~~will~~losses. ~~not~~If ~~challenge~~a ~~some~~significant portion of the ~~tax~~financing ~~positions~~used ~~adopted~~to bypurchase Housing ~~the~~Complexes ~~Partnership. The~~does ~~courts~~not ~~could~~consist ~~sustain~~of anqualified ~~IRS~~nonrecourse ~~challenge. An~~financing, ~~IRS~~the ~~challenge,~~“at ifrisk” ~~successful,~~rules ~~could~~will ~~have~~limit a ~~detrimental~~Limited ~~effect~~Partner’s ability onto 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 ~~realize~~deduct ~~its~~Partnership ~~investment~~losses ~~objectives.~~to the sum of:

~~Passive~~· ~~activity rules will limit deduction of~~ the ~~Partnership’s~~amount ~~losses and impose tax on interest income. The Internal Revenue Code imposes limits on the ability~~ of ~~most~~cash 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~~Partner toinvests ~~use~~in ~~losses from~~ the Partnership, ~~as an offset of non-passive income.~~and

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

~~The~~Qualified ~~Partnership~~nonrecourse ~~may~~financing is ~~earn~~non-convertible, ~~interest~~nonrecourse ~~income~~debt onwhich ~~its~~is ~~reserves~~borrowed ~~and~~from ~~loans. The~~a ~~passive activity rules generally will categorize interest as portfolio income~~government, ~~and~~or ~~not~~with ~~passive income. Passive losses cannot be used as an offset to portfolio income. Consequently~~exceptions, aany ~~Limited~~person ~~Partner~~actively ~~could~~and ~~pay~~regularly engaged ~~tax~~in ~~liability~~the onbusiness ~~portfolio~~of ~~income~~lending ~~from the Partnership~~money.

AtTax ~~risk~~liability on ~~rules~~sale ~~might limit deduction~~ of ~~the Partnership’s losses. If a significant portion of the financing used to purchase~~ Housing ~~Complexes~~Complex ~~does~~or ~~not~~Local ~~consist of qualified nonrecourse financing, the “at risk” rules will limit a~~ Limited ~~Partner’s ability to claim~~ Partnership ~~losses~~Interest tomay ~~the~~exceed ~~amount~~ the ~~Limited~~cash ~~Partner~~available ~~invests~~from in the ~~Partnership~~sale. ~~The~~ ~~“at~~When ~~risk”~~a ~~rules~~Local Limited ofPartnership ~~the~~sells ~~Internal~~a ~~Revenue~~Housing ~~Code~~Complex ~~generally~~it ~~limit~~will arecognize ~~Limited~~gain. ~~Partner’s~~Such ~~ability~~gain tois ~~deduct~~equal ~~Partnership losses~~ to the ~~sum~~difference ofbetween:

~~· the amount of cash the Limited Partner invests in the Partnership, and~~8

· the ~~Limited~~sales ~~Partner’s~~proceeds ~~share~~plus the amount of ~~Partnership~~indebtedness ~~qualified~~secured ~~nonrecourse~~by ~~financing.~~the Housing Complex, and

~~Qualified~~· ~~nonrecourse~~the ~~financing~~adjusted isbasis ~~non-convertible,~~for ~~nonrecourse~~the ~~debt~~Housing ~~which~~Complex. isThe ~~borrowed~~adjusted ~~from~~basis for a ~~government,~~Housing orComplex ~~with~~is ~~exceptions,~~its ~~any~~original ~~person~~cost, ~~actively~~plus ~~and~~capital ~~regularly~~expenditures, ~~engaged~~minus ~~in the business of lending money~~depreciation.

~~Tax~~Similarly, ~~liability~~when onthe ~~sale~~Partnership sells ofan ~~Housing~~interest ~~Complex~~in ora 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 Partnership’s share of the amount of indebtedness secured by the Housing Complex, and

· the adjusted basis for the ~~Housing Complex~~interest. The adjusted basis for an interest in a ~~Housing~~Local ~~Complex~~Limited Partnership is ~~its~~the ~~original~~amount ~~cost~~paid for the interest, plus ~~capital~~income ~~expenditures~~allocations and cash distributions, ~~minus~~less ~~depreciation~~loss allocations.

~~Similarly~~Accordingly, ~~when~~gain will be increased by the ~~Partnership~~depreciation ~~sells~~deductions antaken ~~interest~~during inthe aholding ~~Local~~period for the Housing Complex. In some cases, a Limited ~~Partnership~~Partner ~~the~~could have ~~Partnership~~a ~~will~~tax ~~recognize~~liability ~~gain.~~from ~~Such~~a ~~gain~~sale isgreater ~~equal~~than the cash distributed to the ~~difference~~Limited ~~between:~~Partner from the sale.

·IRS could audit the ~~sales~~returns ~~proceeds~~of ~~plus~~the Partnership, the Local Limited Partnerships or the Limited Partners. The IRS can audit the Partnership’s or ~~share~~a ofLocal Limited Partnership at the ~~amount~~entity oflevel ~~indebtedness~~with ~~secured~~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 ~~Housing~~Partnership ~~Complex~~or a Local Limited Partnership. Similarly, ~~and~~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 ~~adjusted~~Partnership ~~basis~~or ~~for~~a ~~the~~Local ~~interest.~~Limited ~~The~~Partnership ~~adjusted~~also ~~basis~~could ~~for~~result in an ~~interest~~audit inof a ~~Local~~Limited Partner. An audit of a Limited Partner’s ~~Partnership~~tax isreturns ~~the~~could ~~amount~~result ~~paid~~in ~~for~~adjustments both to items that are related to the ~~interest,~~Partnership ~~plus~~and ~~income~~to ~~allocations~~unrelated items. The Limited Partner could then be required to file amended tax returns and ~~cash~~pay ~~distributions,~~additional ~~less~~tax ~~loss~~plus ~~allocations~~interest and penalties.

~~Accordingly,~~A ~~gain~~successful IRS ~~will~~challenge beto ~~increased~~tax byallocations of the ~~depreciation~~Partnership ~~deductions~~or ~~taken~~a ~~during~~Local ~~the~~Limited ~~holding~~Partnership ~~period~~would ~~for~~reduce the ~~Housing~~tax ~~Complex~~benefits of an investment in the Partnership. In ~~some~~Under ~~cases~~the Internal Revenue Code, a ~~Limited~~partnership’s ~~Partner~~allocation ~~could~~of income, gains, deductions, losses and tax credits must have substantial economic effect. Substantial economic effect is a ~~tax~~highly-technical ~~liability~~concept. ~~from~~The fundamental principle is two-fold. If a ~~sale~~partner ~~greater~~will ~~than~~benefit ~~the~~economically ~~cash~~from ~~distributed~~an item of partnership income or gain, that item must be allocated to him so that he bears the ~~Limited~~correlative ~~Partner~~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 ~~sale~~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:

~~IRS~~· ~~could~~between ~~audit~~ the ~~returns of the Partnership, the Local~~ Limited ~~Partnerships or the Limited~~ Partners. ~~The~~and ~~IRS can audit~~ the ~~Partnership~~General ~~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~~among of the ~~Partnership or a Local~~ Limited ~~Partnership~~Partners, 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.or

A· ~~successful~~between ~~IRS challenge to tax allocations of~~ the Partnership orand a Local ~~Limited~~General ~~Partnership would reduce the tax benefits of an investment in the Partnership~~Partner. 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:

10If 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 ~~between~~liabilities could arise in later years of the ~~Limited~~Partnership. ~~Partners~~After ~~and~~a period of years following commencement of operations by a Local Limited Partnership, the ~~General~~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:

· ~~among~~unused passive losses from the ~~Limited~~Partnership ~~Partners~~or other investments, or

· ~~between~~current ~~the~~passive ~~Partnership~~losses ~~and~~from aother ~~Local General Partner~~investments.

IfIn ~~any~~such ~~allocations were successfully challenged~~circumstances, ~~a greater share of~~ the ~~income~~Limited Partner orwould ~~gain~~not orreceive a ~~lesser~~cash ~~share~~distribution offrom the ~~losses~~Partnership orwith ~~tax~~which ~~credits might be allocated~~ to ~~the~~pay ~~Limited~~any ~~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:9

·IRS ~~unused~~challenge to ~~passive~~tax treatment of expenditures could reduce losses. ~~from~~The IRS may contend that fees and payments of the Partnership or ~~other~~a ~~investments,~~Local Limited orPartnership:

· ~~current~~should ~~passive~~be ~~losses~~deductible ~~from~~over ~~other~~a ~~investments.~~longer period of time or in a later year,

In· ~~such~~are ~~circumstances,~~excessive ~~the~~and ~~Limited~~may ~~Partner would~~ not ~~receive~~be acapitalized ~~cash~~or ~~distribution~~deducted ~~from~~in ~~the Partnership with which to pay any tax liability.~~full,

~~IRS~~· ~~challenge~~should tobe ~~tax~~capitalized ~~treatment of expenditures could reduce losses. The IRS may contend that fees~~ and ~~payments~~not ofdeducted, ~~the Partnership~~ or ~~a Local Limited Partnership:~~

· ~~should~~may not be ~~deductible~~included ~~over~~as apart ~~longer period~~ of ~~time~~the orbasis infor acomputing ~~later~~tax ~~year,~~credits.

·Any ~~are~~such ~~excessive~~contention ~~and~~by ~~may~~the ~~not~~IRS could beadversely ~~capitalized~~impact, oramong ~~deducted~~other ~~in full,~~things:

· ~~should~~the beeligible ~~capitalized~~basis ~~and~~of ~~not~~a ~~deducted,~~Housing orComplex used to compute Low Income Housing Tax Credits,

· ~~may~~the ~~not~~adjusted bebasis ~~included as part~~ of ~~the~~a ~~basis~~Housing ~~for~~Complex ~~computing~~used ~~tax~~to ~~credits.~~compute depreciation,

~~Any~~· ~~such contention by~~ the ~~IRS~~correct ~~could~~deduction ~~adversely~~of ~~impact~~fees, ~~among other things:~~

· the ~~eligible~~amortization ~~basis~~ of aorganization ~~Housing~~and ~~Complex~~offering ~~used~~expenses toand ~~compute~~start-up ~~Low Income Housing Tax Credits,~~expenditures.

·If the ~~adjusted~~IRS ~~basis~~were ofsuccessful ain any such contention, the anticipated Low Income Housing ~~Complex~~Tax ~~used~~Credits toand ~~compute~~losses ~~depreciation~~of the Partnership would be reduced, perhaps substantially.

·Changes in tax law might reduce the ~~correct~~value ~~deduction~~of Low Income Housing Tax Credits. Although all Low Income Housing Tax Credits are allocated to a Housing Complex at commencement of ~~fees~~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 ~~amortization~~law might reduce the value of ~~organization~~Low Income Housing Tax Credits. Many of the provisions of the Internal Revenue Code related to low income housing and ~~offering~~real ~~expenses~~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 ~~start-up~~can ~~expenditures~~revise its interpretations of established concepts. Any such revisions could reduce or eliminate tax benefits associated with an investment in the Partnership.

IfState income tax laws may adversely affect the ~~IRS~~Limited ~~were~~Partners. ~~successful~~A Limited Partner may be required to file income tax returns and be subject to tax and withholding in ~~any~~each ~~such~~state ~~contention~~or local taxing jurisdiction in which: a Housing Complex is located, the ~~anticipated~~Partnership ~~Low~~or ~~Income~~a Local ~~Housing~~Limited ~~Tax~~Partnership ~~Credits~~engages ~~and~~in ~~losses~~business ofactivities, or the ~~Partnership~~Limited ~~would~~Partner is a resident. Corporate Limited Partners may be ~~reduced,~~required ~~perhaps~~to ~~substantially~~pay state franchise taxes.

~~Changes~~The in tax treatment ~~law might reduce the value~~ of ~~Low~~particular ~~Income~~items ~~Housing~~under ~~Tax~~state ~~Credits.~~or ~~Although~~local ~~all~~income ~~Low~~tax ~~Income~~laws ~~Housing~~may ~~Tax~~vary ~~Credits~~materially ~~are~~from ~~allocated~~the toFederal aincome ~~Housing~~tax ~~Complex~~treatment ~~at commencement~~ of such ~~the~~items. ~~10-year credit period~~Nonetheless, ~~there~~many ~~can~~of bethe noFederal ~~assurance~~income ~~that~~tax ~~future~~risks ~~legislation~~associated ~~may~~with ~~not adversely affect~~ an investment in the Partnership. ~~For~~may ~~example,~~also ~~legislation~~apply under ~~could~~state ~~reduce~~ or ~~eliminate~~local ~~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~~law. ~~These~~ ~~tax~~The ~~losses~~Partnership ~~generally~~may ~~were~~be ~~used~~required to ~~reduce~~withhold anstate ~~investor’s~~taxes ~~income~~ from ~~all~~distributions ~~sources~~or ~~on a dollar-for-dollar basis. Investments in low~~ income ~~housing~~allocations to ~~were~~Limited ~~made~~Partners in ~~reliance~~some ~~on the availability of such tax benefits~~instances. ~~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~~d. ~~Many~~ ofRisks ~~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. Agreement

11The 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.

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.10

~~The~~Lack ~~tax~~of liquidity ~~treatment~~ of ~~particular~~investment. ~~items~~There ~~under~~is ~~state~~no orpublic ~~local~~market ~~income~~for ~~tax~~the ~~laws~~purchase ~~may~~and ~~vary~~sale ~~materially~~of ~~from~~Partnership ~~the~~Units, ~~Federal~~and ~~income~~it ~~tax~~is ~~treatment~~unlikely ofthat one ~~such~~will ~~items~~develop. ~~Nonetheless~~ Accordingly, ~~many~~Limited ofPartners ~~the~~may ~~Federal~~not ~~income~~be ~~tax~~able ~~risks~~to ~~associated~~sell ~~with~~their anPartnership Units promptly or at a reasonable price. Partnership Units should be considered as a long-term investment inbecause the Partnership ~~may~~is ~~also~~unlikely ~~apply~~to ~~under~~sell ~~state~~any orLocal ~~local~~Limited Partnership ~~income~~Interests ~~tax~~for ~~law~~at least 15 years. ~~The~~ Partnership ~~may~~Units cannot be ~~required~~transferred to ~~withhold~~tax-exempt ~~state~~or ~~taxes~~foreign ~~from~~entities, ~~distributions~~ or ~~income~~through a ~~allocations~~secondary market. The General Partner can deny effectiveness of a transfer if necessary to ~~Limited~~avoid ~~Partners~~adverse intax ~~some~~consequences ~~instances~~from the transfer. The General Partner does not anticipate that any Partnership Units will be redeemed by the Partnership.

d.The ~~Risks~~Limited Partners ~~related~~will tonot control the Partnership and must rely totally on the General Partner. The General Partner will make all management decisions for the Partnership. ~~Agreement~~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.

~~The~~Individual ~~Partnership may be unable to timely provide financial reports to the~~ Limited Partners ~~which~~will have ~~would~~no ~~adversely~~recourse ~~affect~~if ~~their~~they ~~ability~~disagree ~~to monitor Partnership operations. Historically, the Partnership has been unable to timely file and provide investors~~ with ~~all~~actions ofauthorized ~~its~~by 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~~vote ~~manner. There~~of ~~cannot be any assurance that~~ the ~~Local General Partners will satisfy these obligations~~majority. If ~~not,~~The ~~the~~ Partnership ~~would~~Agreement begrants ~~unable~~ to ~~provide to the~~ Limited Partners inowning amore ~~timely~~than ~~manner~~50% 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~~right ~~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~~· ofremove ~~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~~and ~~deny~~elect ~~effectiveness of~~ a ~~transfer~~replacement ifgeneral ~~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.~~partner,

~~The~~· ~~Limited~~amend ~~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.Agreement,

~~Individual~~· ~~Limited~~terminate ~~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:~~.

·Accordingly, ~~remove~~a majority-in-interest of the ~~General~~Limited ~~Partner~~Partners ~~and~~could ~~elect~~cause aany ~~replacement~~such ~~general~~events ~~partner~~to occur, even if Limited Partners owning 49% of the Partnership Units opposed such action.

·Limitations on ~~amend~~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, ~~terminate~~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.

~~Accordingly,~~Associates and aits ~~majority-in-interest~~affiliates ofare serving as the ~~Limited~~general ~~Partners~~partners ~~could~~of ~~cause~~many ~~any~~other ~~such~~partnerships. ~~events~~Depending toon ~~occur~~their corporate area of responsibility, the ~~even~~officers ifof ~~Limited~~Associates ~~Partners~~initially ~~owning~~devote 49approximately 5% to 50% of their time to the Partnership. ~~Units~~These ~~opposed~~individuals ~~such~~spend significantly ~~action~~less time devoted to the Partnership after the investment of the Partnership’s capital in Local Limited Partnerships.

~~Limitations~~The oninterests of ~~liability~~Limited Partners may conflict with the interests of the General Partner toand ~~the~~its ~~Partnership~~affiliates. The ~~ability~~General Partner and its affiliates are committed to the management of ~~Limited~~more ~~Partners~~than 100 other limited partnerships that have investments similar to ~~sue~~those of the Partnership. The General Partner and itits affiliates isreceive ~~subject~~substantial tocompensation ~~limitations~~from the Partnership. The ~~Partnership~~General Partner ~~Agreement~~decides ~~limits~~how the ~~liability~~Partnership’s ofinvestments ~~the~~in ~~General~~Housing ~~Partner~~Complexes ~~and~~are itmanaged, ~~affiliates~~and towhen the ~~Limited~~investments ~~Partners~~will be sold. The General Partner ~~and~~may itface ~~affiliates~~a ~~will~~conflict ~~not~~in bethese ~~liable~~circumstances tobecause the ~~Limited~~General ~~Partners~~Partner’s ~~for~~share ~~acts~~of fees and ~~omissions:~~cash ~~performed~~distributions from the transaction may be more or ~~omitted~~less inthan ~~good~~their ~~faith,~~expected ~~and~~share ~~performed~~of orfees ~~omitted~~if ina Housing Complex was not sold. The result of these conflicts could be that a ~~manner~~Partnership 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 ~~reasonably~~is ~~believed~~subject to bea ~~within~~fiduciary ~~the~~duty ~~scope~~to exercise good faith and integrity in handling the affairs of ~~its~~the ~~authority~~Partnership, and that duty will govern its actions in all such matters. Furthermore, the ~~best~~manner ~~interest~~in ofwhich the ~~Limited~~Partnership can ~~Partners,~~operate ~~provided~~and ~~such~~sell ~~conduct~~investments ~~did~~is ~~not~~subject ~~constitute~~to ~~negligence~~substantial orrestrictions ~~misconduct~~as outlined in the Partnership Agreement.

1211

~~Therefore,~~Anticipated ~~Limited~~future ~~Partners~~and ~~may~~existing cash beresources ~~less~~of ~~able~~the toPartnership ~~sue~~are ~~the~~not ~~General~~sufficient ~~Partner~~to ~~and~~pay itexisting ~~affiliates~~liabilities ~~than~~of ~~would~~the bePartnership. However, substantially all of the ~~case~~existing ifliabilities ~~such~~of ~~provisions~~the ~~were~~Partnership ~~not~~are ~~included~~payable into the ~~Partnership~~General ~~Agreement~~Partner and/or its affiliates.

~~Associates~~The Partnership’s accrued payables consist primarily of the asset management fees payable to the General Partner. These accrued payables increased and ~~its~~(decreased) ~~affiliates~~by ~~are~~approximately ~~serving~~$(7,000), as$80,000 and $91,000 for the ~~general~~years ~~partners~~ended ofMarch ~~many~~31, ~~other~~2012, ~~partnerships~~2011 and 2010, respectively. ~~Depending~~ The onPartnership’s ~~their~~future ~~corporate~~contractual ~~area~~cash obligations consist solely of ~~responsibility~~its obligations to pay future annual asset management fees. These will equal approximately $24,000 per year through the ~~officers~~termination of ~~Associates~~the ~~initially~~Partnership, ~~devote~~which ~~approximately~~must 5%occur tono ~~50%~~later ofthan December ~~their~~31, ~~time~~2045. Though the amounts payable to the ~~Partnership. These~~General ~~individuals~~Partner ~~spend~~and/or ~~significantly~~its ~~less~~affiliates ~~time~~are ~~devoted~~contractually tocurrently payable, the Partnership ~~after~~anticipates that the ~~investment~~General ofPartner and/or its affiliates will not require the ~~Partnership’s~~payment of these contractual obligations until capital reserves are in ~~Local~~excess ~~Limited~~of ~~Partnerships~~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.

~~The~~Associates agreed ~~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~~continue ~~management~~providing ofadvances ~~more~~sufficient ~~than~~enough ~~100 other limited partnerships that have investments similar~~ to ~~those~~fund of the ~~Partnership. The~~operations ~~General Partner~~ and ~~its~~working ~~affiliates~~capital ~~receive~~requirements 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 a~~ Partnership through ~~may~~June ~~make investments which are less desirable~~30, ~~or on terms which are less favorable, to the Partnership than might otherwise be the case~~2013. 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~~Item ~~future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership~~1B. ~~However,~~ ~~substantially~~Unresolved ~~all~~Staff ~~of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates.~~Comments

~~The~~Not Partnership’s accrued payables consist primarily of the asset management fees payable to the General Partner. These accrued payables increased by approximately $80,000, $91,000 and $129,000 for the years ended March 31, 2011, 2010 and 2009 respectively. The Partnership’s future contractual cash obligations consist solely of its obligations to pay future annual asset management fees. These will equal approximately $76,000 per year through the termination of the Partnership, which must occur no later than December 31, 2045. 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.Applicable

~~Associates~~Item ~~agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through June 30, 2012~~2. Properties

~~Item~~Through 1Bits investments in Local Limited Partnerships, the Partnership holds indirect ownership interests in the Housing Complexes. ~~Unresolved~~ ~~Staff~~The ~~Comments~~following table reflects the status of the six Housing Complexes for which the Partnership had ownership during the year, as of the dates or for the periods indicated:

~~Not Applicable~~12

~~Item~~WNC 2.Housing ~~Properties~~Tax Credit Fund II, L.P.

~~Through~~March ~~its investments in Local Limited Partnerships~~31, the Partnership holds indirect ownership interests in the Housing Complexes. The following table reflects the status of the nineteen Housing Complexes for which the Partnership had ownership during the year, as of the dates or for the periods indicated:2012

			As of March 31, 2012				As of December 31, 2011
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits		Mortgage Balances of Local Limited Partnership

Airport Road Associates Limited (*)	Slidell, Louisiana	Clifford E. Olsen, Olsen Securities Corporation	$	334,000	$	334,000		40	$	695,000	$	1,381,000

Am-Kent Associates, Ltd. (*)	Amite & Kentwood, Louisiana	Olsen Securities Corporation	232,000		232,000			32		585,000		1,061,000

Arizona I Limited Partnership	Showlow, Arizona	Western States Housing Corporation and Joe W. Roberts Company	320,000		320,000			42		617,000		1,413,000

Casa Allegre Limited Partnership	Las Vegas, New Mexico	Western States Housing Corporation, ABO Corporation and Alan D. Nofsker	318,000		318,000			42		635,000		1,206,000

Castroville Village, Ltd.	Castroville, Texas	Doublekaye Corp and Gary L. Kersch	165,000		165,000			40		426,000		838,000

Elizabeth Square Associates, Ltd. (*)	Raceland, Louisiana	Olsen Securities Corp.	356,000		356,000			48		748,000		1,367,000

			$	1,725,000	$	1,725,000		244	$	3,706,000	$	7,266,000

			As of March 31, 2011				As of December 31, 2010
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits		Mortgage Balances of Local Limited Partnership
Airport Road Associates, Limited (2)	Slidell, Louisiana	Clifford E. Olsen, Olsen Securities Corporation	$	334,000	$	334,000		40	$	695,000	$	1,381,000
Am-Kent Associates, Ltd. (2)	Amite & Kentwood, Louisiana	Olsen Securities Corporation		232,000		232,000		32		585,000		1,061,000
Arizona I Limited Partnership	Showlow, Arizona	Western States Housing Corporation and Joe W. Roberts Company		320,000		320,000		42		617,000		1,422,000
Brantley Housing, Ltd.(1)	Brantley, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.		108,000		108,000		19		287,000		546,000
Brian's Village Apartments, an Oklahoma Limited Partnership	Mannford, Oklahoma	Robert W. Green and Emerald Development Co., Inc.		*		*		28		374,000		721,000

(*) The Local Limited Partnership was identified for disposition as of March 31, 2012.

1413

			As of March 31, 2011				As of December 31, 2010
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits		Mortgage Balances of Local Limited Partnership
Casa Allegre Limited Partnership	Las Vegas, New Mexico	Western States Housing Corporation, ABO Corporation and Alan D. Nofsker		318,000		318,000		42		635,000		1,229,000
Castroville Village, Ltd.	Castroville, Texas	Doublekaye Corp and Gary L. Kersch		165,000		165,000		40		426,000		866,000
Eclectic Housing, Ltd.(1)	Eclectic, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.		74,000		74,000		15		216,000		365,000
Elizabeth Square Associates, Ltd. (2)	Raceland, Louisiana	Olsen Securities Corp.		356,000		356,000		48		748,000		1,367,000
Emory Capital, L.P.	Emory, Texas	1600 Capital Company, Inc.		85,000		85,000		16		175,000		353,000
Emory Manor, L.P.	Emory, Texas	1600 Capital Company, Inc.		128,000		128,000		24		206,000		527,000
Idalou Manor, L.P.	Idalou, Texas	1600 Capital Company, Inc.		122,000		122,000		24		290,000		591,000
Jefferson Capital, L.P.	Jefferson, Texas	1600 Capital Company, Inc.		167,000		167,000		30		269,000		682,000

WNC Housing Tax Credit Fund II, L.P.

15March 31, 2012

				As of March 31, 2011					As of December 31, 2010
	For the year ended December 31, 2011
Local Limited Partnership Name	~~Location~~Rental Income		~~General Partner Name~~	~~Partnership’s~~Net ~~Total~~Income ~~Investment in Local Limited Partnership~~(Loss)			~~Amount~~Low ofIncome ~~Investment~~Housing ~~Paid~~Tax Credits Allocated to ~~Date~~Partnership		~~Number of Units~~		~~Estimated Aggregate Low Income Housing Tax Credits~~		~~Mortgage Balances of Local Limited Partnership~~
Jefferson Manor, L.P.	Jefferson, Texas		1600 Capital Company, Inc.		179,000			179,000		32		362,000		729,000
Airport Road Associates, Limited (*)	$	242,000		$	(54,000	)	N/A
Littlefield Manor, L.P.	Littlefield, Texas		1600 Capital Company, Inc.		118,000			118,000		24		280,000		567,000
Am-Kent Associates, Ltd. (*)		251,000			(16,000	)	N/A
Perry County Housing, Ltd.(1)	Uniontown, Alabama		Thomas H. Cooksey and Apartment Developers, Inc.		82,000			82,000		15		215,000		417,000
Arizona I Limited Partnership		225,000			(15,000	)	N/A
Pine Hill Housing, Ltd.(1)	Pine Hill, Alabama		Thomas H. Cooksey and Apartment Developers, Inc.		105,000			105,000		19		267,000		518,000
Casa Allegre Limited Partnership		223,000			3,000		N/A
Rociada Partners Ltd.	Hereford, Texas		Richard Lee (Rick) Brown		154,000			154,000		28		316,000		693,000
Castroville Village, Ltd.		246,000			(15,000	)	N/A
Wadley Housing, Ltd.(1)	Wadley, Alabama		Thomas H. Cooksey and Apartment Developers, Inc.		76,000			76,000		15		213,000		418,000
Elizabeth Square Associates, Ltd. (*)		322,000			20,000		N/A
	$	1,509,000		$	3(77,~~123,~~000	)	$	~~3,123,000~~		~~533~~	$	~~7,176,000~~	$	~~14,453,000~~

*TheN/A ~~Local~~– ~~Limited~~All ~~Partnership~~of ~~Interest~~the ~~was~~Low ~~sold~~Income Housing ~~subsequent~~Tax Credits have been allocated to ~~December~~the ~~31,~~Partnership ~~2010~~and ~~but~~there ~~prior~~are tono ~~March~~future ~~31,~~Low ~~2011~~Income Housing Tax Credits expected to be received.

(1*) The ~~Partnership has identified the~~ Local Limited Partnership was identified for disposition ~~and~~as ~~the~~of ~~Local Limited Partnership Interests were sold subsequent to~~ March 31, ~~2011~~2012.

~~(2) The Local Limited Partnership was identified for disposition as of March 31, 2011.~~14

16WNC Housing Tax Credit Fund II, L.P.

	For the year ended December 31, 2010
Local Limited Partnership Name	Rental Income		Net Income (Loss)			Low Income Housing Tax Credits Allocated to Partnership
Airport Road Associates, Limited (2)	$	236,000	$	(51,000	)		N/A
Am-Kent Associates, Ltd. (2)		242,000		(23,000	)		N/A
Arizona I Limited Partnership		223,000		(2,000	)		N/A
Brantley Housing, Ltd. (1)		98,000		10,000			N/A
Brian’s Village Apartments, L.P.		147,000		(7,000	)		N/A
Casa Allegre Limited Partnership		223,000		17,000			N/A
Castroville Village, Ltd.		244,000		(4,000	)		N/A
Eclectic Housing, Ltd. (1)		74,000		8,000			N/A
Elizabeth Square Associates, Ltd. (2)		307,000		(34,000	)		N/A
Emory Capital, L.P.		75,000		(9,000	)		N/A
Emory Manor, L.P.		110,000		(7,000	)		N/A
Idalou Manor, L.P.		104,000		(19,000	)		N/A
Jefferson Capital, L.P.		130,000		(8,000	)		N/A
Jefferson Manor, L.P.		123,000		(32,000	)		N/A
Littlefield Manor, L.P.		97,000		(15,000	)		N/A
Perry County Housing, Ltd. (1)		78,000		(7,000	)		N/A
Pine Hill Housing, Ltd. (1)		99,000		7,000			N/A
Rociada Partners Ltd.		107,000		(43,000	)		N/A
Wadley Housing, Ltd. (1)		78,000		(1,000	)		N/A
	$	2,795,000	$	(220,000	)

March 31, 2012

N/A – All of the Low Income Housing Tax Credits have been allocated to the Partnership and there are no future Low Income Housing Tax Credits expected to be received.

			Occupancy Rates
			As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2011		2010		2009			2008			2007

Airport Road Associates Limited	Slidell, Louisiana	Clifford E. Olsen, Olsen Securities Corporation	93	%	93	%		93	%		95	%		93	%

Am-Kent Associates, Ltd.	Amite & Kentwood, Louisiana	Olsen Securities Corporation	100	%	100	%		100	%		100	%		97	%

Arizona I Limited Partnership	Showlow, Arizona	Western States Housing Corporation and Joe W. Roberts Company	86	%	81	%		86	%		86	%		88	%

Ashland Investment Group, an Oregon Limited Partnership	Ashland, Oregon	Ronald D. Bettencourt	N/A		N/A			N/A			N/A			98	%

Brantley Housing, Ltd.	Brantley, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	N/A		95	%		84	%		89	%		84	%

Brian's Village Apartments, an Oklahoma Limited Partnership	Mannford, Oklahoma	Robert W. Green and Emerald Development Co., Inc.	N/A		100	%		100	%		100	%		96	%

Candleridge Apartments of Perry, L.P.	Perry, Iowa	Eric A Sheldahl	N/A		N/A			57	%		74	%		91	%

Candleridge Apartments of Runnells, L.P.	Runnells, Iowa	Eric A. Sheldahl	N/A		N/A			100	%		93	%		93	%

~~(1) The Partnership has identified the Local Limited Partnership for disposition and the Local Limited Partnership Interests were sold subsequent to March 31, 2011.~~15

~~(2)~~WNC ~~The~~Housing ~~Local~~Tax ~~Limited~~Credit ~~Partnership~~Fund ~~was identified for disposition as of March 31~~II, ~~2011~~L.P.

17March 31, 2012

WNC Housing Tax Credit Fund II, L.P.

			Occupancy Rates
			As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2011		2010		2009			2008			2007

Casa Allegre, L.P.	Las Vegas, New Mexico	Western States Housing Corporation, ABO Corporation and Alan D. Nofsker	98	%	100	%		100	%		98	%		100	%

Castroville Village, Ltd.	Castroville, Texas	Doublekaye Corp and Gary L. Kersch	93	%	98	%		95	%		100	%		98	%

Cherokee Square, L.P.	Rogersville, Tennessee	Douglas B. Parker and Billy D. Cobb	N/A		N/A			N/A			100	%		97	%

Divall Midland Associates Limited Partnership II	Port Washington, Wisconsin	Gary J. DiVall	N/A		N/A			N/A			91	%		97	%

Eclectic Housing, Ltd.	Eclectic, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	N/A		100	%		100	%		93	%		93	%

Elizabeth Square Associates, Ltd.	Raceland, Louisiana	Olsen Securities Corp.	96	%	94	%		98	%		83	%		98	%

Emory Capital, L.P.	Emory, Texas	1600 Capital Company, Inc.	N/A		94	%		100	%		88	%		100	%

Emory Manor, L.P.	Emory, Texas	1600 Capital Company, Inc.	N/A		100	%		100	%		96	%		96	%

Idalou Manor, L.P.	Idalou, Texas	1600 Capital Company, Inc.	N/A		100	%		92	%		88	%		96	%

Jefferson Capital, L.P.	Jefferson, Texas	1600 Capital Company, Inc.	N/A		97	%		97	%		93	%		97	%

~~March 31, 2011~~16

			Occupancy Rates
			As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2010	2009	2008	2007	2006
Airport Road Associates, Limited	Slidell, Louisiana	Clifford E. Olsen, Olsen Securities Corporation	93%	93%	95%	93%	98%
Am-Kent Associates, Ltd.	Amite & Kentwood, Louisiana	Olsen Securities Corporation	100%	100%	100%	97%	94%
Arizona I Limited Partnership	Showlow, Arizona	Western States Housing Corporation and Joe W. Roberts Company	81%	86%	86%	88%	93%
Ashland Investment Group, an Oregon Limited Partnership	Ashland, Oregon	Ronald D. Bettencourt	N/A	N/A	N/A	98%	98%
Brantley Housing, Ltd.	Brantley, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	95%	84%	89%	84%	89%
Brian's Village Apartments, an Oklahoma Limited Partnership	Mannford, Oklahoma	Robert W. Green and Emerald Development Co., Inc.	100%	100%	100%	96%	93%
Candleridge Apartments of Perry, L.P.	Perry, Iowa	Eric A Sheldahl	N/A	57%	74%	91%	87%
Candleridge Apartments of Runnells, L.P.	Runnells, Iowa	Eric A. Sheldahl	N/A	100%	93%	93%	100%

WNC Housing Tax Credit Fund II, L.P.

18March 31, 2012

WNC Housing Tax Credit Fund II, L.P.

			Occupancy Rates
			As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2011		2010		2009			2008			2007

Jefferson Manor, L.P.	Jefferson, Texas	1600 Capital Company, Inc.	N/A		94	%		91	%		91	%		100	%

Littlefield Manor, L.P.	Littlefield, Texas	1600 Capital Company, Inc.	N/A		92	%		92	%		96	%		96	%

Perry County Housing, Ltd.	Uniontown, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	N/A		87	%		93	%		80	%		80	%

Pine Hill Housing, Ltd.	Pine Hill, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	N/A		89	%		89	%		89	%		100	%

Rociada Partners, Ltd.	Hereford, Texas	Richard Lee (Rick) Brown	N/A		89	%		93	%		89	%		100	%

Wadley Housing, Ltd.	Wadley, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	N/A		100	%		93	%		93	%		87	%

Whitewater Woods, L.P.	Whitewater, Wisconsin	Thomas G. Larson, William H. Larson, and Raymond L. Tetzlaff	N/A		N/A			88	%		98	%		98	%

Willcox Investment Group, an Arizona Limited Partnership	Willcox, Arizona	John P. Casper	N/A		N/A			N/A			N/A			90	%

	Weighted Average		94	%	95	%		93	%		92	%		95	%

~~March~~N/A ~~31,~~– ~~2011~~The Partnership sold its interest in the Local Limited Partnership prior to the respective year end.

			Occupancy Rates
			As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2010	2009	2008	2007	2006
Casa Allegre Limited Partnership	Las Vegas, New Mexico	Western States Housing Corporation, ABO Corporation and Alan D. Nofsker	100%	100%	98%	100%	95%
Castroville Village, Ltd.	Castroville, Texas	Doublekaye Corp and Gary L. Kersch	98%	95%	100%	98%	98%
Cherokee Square, L.P.	Rogersville, Tennessee	Douglas B. Parker and Billy D. Cobb	N/A	N/A	100%	97%	94%
Divall Midland Associates Limited Partnership II	Port Washington, Wisconsin	Gary J. DiVall	N/A	N/A	91%	97%	94%
Eclectic Housing, Ltd.	Eclectic, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	100%	100%	93%	93%	100%
Elizabeth Square Associates, Ltd.	Raceland, Louisiana	Olsen Securities Corp.	94%	98%	83%	98%	98%
Emory Capital, L.P.	Emory, Texas	1600 Capital Company, Inc.	94%	100%	88%	100%	100%
Emory Manor, L.P.	Emory, Texas	1600 Capital Company, Inc.	100%	100%	96%	96%	96%
Idalou Manor, L.P.	Idalou, Texas	1600 Capital Company, Inc.	100%	92%	88%	96%	96%
Jefferson Capital, L.P.	Jefferson, Texas	1600 Capital Company, Inc.	97%	97%	93%	97%	97%

19Item 3. Legal Proceedings

~~WNC Housing Tax Credit Fund II, L.P.~~NONE

~~March~~Item ~~31,~~4. ~~2011~~Mine Safety Disclosures

			Occupancy Rates
			As of December 31,
Local Limited Partnership Name	Location	General Partner Name	2010	2009	2008	2007	2006
Jefferson Manor, L.P.	Jefferson, Texas	1600 Capital Company, Inc.	94%	91%	91%	100%	94%
Lake View Limited Partnership	Beaver Dam, Wisconsin	Tomas L Larson, William H. Larson, and Raymond L. Tetzlaff	N/A	N/A	N/A	N/A	95%
Littlefield Manor, L.P.	Littlefield, Texas	1600 Capital Company, Inc.	92%	92%	96%	96%	100%
Perry County Housing, Ltd.	Uniontown, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	87%	93%	80%	80%	80%
Pine Hill Housing, Ltd.	Pine Hill, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	89%	89%	89%	100%	89%
Rociada Partners Ltd.	Hereford, Texas	Richard Lee (Rick) Brown	89%	93%	89%	100%	96%
Wadley Housing, Ltd.	Wadley, Alabama	Thomas H. Cooksey and Apartment Developers, Inc.	100%	93%	93%	87%	73%
Whitewater Woods Limited Partnership	Whitewater, Wisconsin	Thomas G. Larson, William H. Larson, and Raymond L. Tetzlaff	N/A	88%	98%	98%	95%
Willcox Investment Group, an Arizona Limited Partnership	Willcox, Arizona	John P. Casper	N/A	N/A	N/A	90%	87%
	Weighted Average		95%	93%	92%	95%	94%

NOT APPLICABLE

~~N/A~~PART ~~– The Partnership sold its interest in the Local Limited Partnership prior to the respective year end~~II.

Item 35a. ~~Legal Proceedings~~

~~NONE~~(a) The 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.

~~Item 4.~~ (~~Removed~~b) At March 31, 2012, there were 557 Limited Partners and ~~Reserved)~~0 assignees of Partnership Units who were not admitted as Limited Partners.

~~PART~~(c) IIThe 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. During the years ended March 31, 2012, 2011 and 2010, the Partnership made no cash distributions to the Limited Partners.

~~Item~~(d) ~~5. Market~~No ~~for~~securities ~~Registrant’s~~are ~~Common~~authorized ~~Equity,~~for ~~Related~~issuance ~~Stockholder~~by ~~Matters~~the ~~and~~Partnership ~~Issuer~~under ~~Purchases~~equity ofcompensation ~~Equity Securities~~plans.

~~Item~~(e) 5aThe Partnership does not issue common stock.

(af) ~~The~~No ~~Partnership~~unregistered ~~Units~~securities ~~are not traded on a public exchange but~~ were sold ~~through~~by ~~a public offering. It is not anticipated that any public market will develop for~~ the ~~purchase and sale of any~~ Partnership ~~Units~~during ~~and none exists. Partnership Units can be assigned or otherwise transferred only if certain requirements in~~ the ~~Partnership~~year ~~Agreement~~ended ~~are~~March ~~satisfied~~31, 2012.

~~(b)~~Item At5b. ~~March~~Use ~~31, 2011, there were 560 Limited Partners and 0 assignees~~ of ~~Partnership Units who were not admitted as Limited Partners.~~Proceeds

~~(c)~~NOT 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. During the years ended March 31, 2011, 2010 and 2009, the Partnership made no cash distributions to the Limited Partners.APPLICABLE

~~(d)~~Item No5c. ~~securities~~Purchases ~~are~~of ~~authorized~~Equity ~~for~~Securities ~~issuance~~ by the ~~Partnership~~Issuer ~~under~~and ~~equity~~Affiliated ~~compensation plans.~~Purchasers

~~(e) The Partnership does not issue common stock.~~NONE

~~(f) No unregistered securities were sold by the Partnership during the year ended March 31, 2011.~~18

Item 5b6. ~~Use~~Selected ofFinancial ~~Proceeds~~Data

~~NOT~~Selected ~~APPLICABLE~~balance sheet information for the Partnership is as follows:

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

	March 31,
	2012			2011			2010			2009			2008

ASSETS
Cash	$	64,478		$	43,639		$	27,658		$	21,720		$	36,267
Other assets		19,405			51,500			-			-			-
Investments in Local Limited Partnerships, net		-			-			-			-			-

Total Assets	$	83,883		$	95,139		$	27,658		$	21,720		$	36,267

LIABILITIES
Accrued fees and expenses due to General Partner and affiliates	$	2,528,838		$	2,573,107		$	2,494,862		$	2,353,511		$	2,258,941

PARTNERS' DEFICIT		(2,444,955	)		(2,477,968	)		(2,467,204	)		(2,331,791	)		(2,222,674	)

Total Liabilities and Partners’ Deficit	$	83,883		$	95,139		$	27,658		$	21,720		$	36,267

~~NONE~~19

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

Item 6. Selected Financial Data

	For the Years Ended March 31,
	2012			2011			2010			2009			2008

Loss from operations	$	(100,042	)	$	(131,835	)	$	(176,909	)	$	(167,133	)	$	(200,820	)
Gain on sale of Local Limited Partnerships		133,041			121,057			41,483			58,000			363,905
Interest income		14			14			13			16			125
Net income (loss)	$	33,013		$	(10,764	)	$	(135,413	)	$	(109,117	)	$	163,210

Net income (loss) allocated to:
General Partner	$	330		$	(108	)	$	(1,354	)	$	(1,091	)	$	1,632
Limited Partners	$	32,683		$	(10,656	)	$	(134,059	)	$	(108,026	)	$	161,578
Net income (loss) per Partnership Unit	$	4.67		$	(1.52	)	$	(19.15	)	$	(15.43	)	$	23.08
Outstanding weighted Partnership Units		7,000			7,000			7,000			7,000			7,000

Selected balance sheet information for the Partnership is as follows:

	For the Years Ended March 31,
	2012			2011			2010			2009			2008

Net cash provided by (used in):
Operating activities	$	(170,805	)	$	(108,076	)	$	(35,545	)	$	(72,547	)	$	(164,857	)
Investing activities		191,644			124,057			41,483			58,000			363,905
Financing activities		-			-			-			-			(238,265	)
Net change in cash		20,839			15,981			5,938			(14,547	)		(39,217	)

Cash, beginning of period		43,639			27,658			21,720			36,267			75,484

Cash, end of period	$	64,478		$	43,639		$	27,658		$	21,720		$	36,267

	March 31,
	2011			2010			2009			2008			2007
ASSETS
Cash	$	43,639		$	27,658		$	21,720		$	36,267		$	75,484
Other assets		51,500			-			-			-			-
Investments in Local Limited Partnerships, net		-			-			-			-			-
Total Assets	$	95,139		$	27,658		$	21,720		$	36,267		$	75,484
LIABILITIES
Accrued fees and expenses due to General Partner and affiliates	$	2,573,107		$	2,494,862		$	2,353,511		$	2,258,941		$	2,221,528
Accounts payable		-			-			-			-			1,575
Total Liabilities		2,573,107			2,494,862			2,353,511			2,258,941			2,223,103
PARTNERS' DEFICIT		(2,477,968	)		(2,467,204	)		(2,331,791	)		(2,222,674	)		(2,147,619	)
Total Liabilities and Partners’ Deficit	$	95,139		$	27,658		$	21,720		$	36,267		$	75,484

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

		2011		2010		2009		2008		2007

Federal	$	-	$	-	$	-	$	-	$	-

State		-		-		-		-		-

Total	$	-	$	-	$	-	$	-	$	-

~~Selected results of operations, cash flows and other information for the Partnership are as follows:~~20

	For the Years Ended March 31,
	2011			2010			2009			2008			2007
Loss from operations	$	(131,835	)	$	(176,909	)	$	(167,133	)	$	(200,820	)	$	(172,661	)
Gain on sale of Local Limited Partnerships		121,057			41,483			58,000			363,905			-
Interest income		14			13			16			125			337
Net income (loss)	$	(10,764	)	$	(135,413	)	$	(109,117	)	$	163,210		$	(172,324	)
Net income (loss) allocated to:
General Partner	$	(108	)	$	(1,354	)	$	(1,091	)	$	1,632		$	(1,724	)
Limited Partners	$	(10,656	)	$	(134,059	)	$	(108,026	)	$	161,578		$	(170,600	)
Net income (loss) per Partnership Unit	$	(1.52	)	$	(19.15	)	$	(15.43	)	$	23.08		$	(24.38	)
Outstanding weighted Partnership Units		7,000			7,000			7,000			7,000			7,000

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

	For the Years Ended March 31,
	2011			2010			2009			2008			2007
Net cash provided by (used in):
Operating activities	$	(108,076	)	$	(35,545	)	$	(72,547	)	$	(164,857	)	$	(7,855	)
Investing activities		124,057			41,483			58,000			363,905			-
Financing activities		-			-			-			(238,265	)		-
Net change in cash		15,981			5,938			(14,547	)		(39,217	)		(7,855	)
Cash, beginning of period		27,658			21,720			36,267			75,484			83,339
Cash, end of period	$	43,639		$	27,658		$	21,720		$	36,267		$	75,484

Forward Looking Statements

~~Low~~With ~~Income~~the ~~Housing~~exception ~~Tax~~of ~~Credits~~the ~~per~~discussion regarding ~~Partnership~~historical ~~Unit~~information, ~~were~~this as“Management’s ~~follows~~Discussion ~~for~~and ~~the~~Analysis ~~years~~of ~~ended~~Financial ~~December~~Condition ~~31:~~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.

	2010		2009		2008		2007		2006
Federal	$	-	$	-	$	-	$	-	$	-
State		-		-		-		-		-
Total	$	-	$	-	$	-	$	-	$	-

Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credits property market and the economy in general, changes in law rules and regulation, and legal proceedings. Historical results are not necessarily indicative of the operating results for any future period.

23Subsequent written and oral 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 in other reports filed with the SEC. The following discussion should be read in conjunction with the Financial Statements and the Notes thereto included elsewhere in this filing.

~~Item~~Critical ~~7. Management's~~Accounting ~~Discussion~~ Policies and ~~Analysis~~Certain ofRisks ~~Financial Condition~~ and ~~Results of Operations~~Uncertainties

~~Forward~~The ~~Looking~~Partnership ~~Statements~~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.

~~With~~Use ~~the 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.Estimates

~~Risks~~The ~~and~~preparation ~~uncertainties~~of ~~inherent~~financial statements in ~~forward~~conformity ~~looking~~with ~~statements~~accounting ~~include,~~principles ~~but~~generally ~~are~~accepted ~~not~~in ~~limited to,~~ the ~~Partnership’s~~United ~~future~~States ~~cash~~of ~~flows~~America ~~and~~requires ~~ability~~management to ~~obtain~~make ~~sufficient~~estimates and ~~financing,~~assumptions ~~level~~that ofaffect ~~operating~~the ~~expenses,~~reported ~~conditions~~amounts inof ~~the~~assets ~~Low~~and ~~Income~~liabilities ~~Housing~~and ~~Tax~~disclosure ~~Credits~~of ~~property~~contingent ~~market~~assets and liabilities at the ~~economy~~date inof ~~general,~~the ~~changes~~financial ~~in law rules and regulation~~statements, and ~~legal~~the ~~proceedings. Historical~~reported ~~results~~amounts ~~are~~of ~~not~~revenues ~~necessarily~~and ~~indicative~~expenses ofduring the ~~operating~~reporting period. Actual results ~~for~~could ~~any~~materially ~~future~~differ ~~period~~from those estimates.

~~Subsequent~~Method ~~written~~of ~~and~~Accounting ~~oral~~for ~~forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified~~ Investments in ~~their~~Local ~~entirety~~Limited by cautionary statements in this Form 10-K and in other reports filed with the SEC. The following discussion should be read in conjunction with the Financial Statements and the Notes thereto included elsewhere in this filing.Partnerships

~~Critical~~The ~~Accounting~~Partnership ~~Policies~~accounts for 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 ~~Certain~~for ~~Risks~~any contributions made and ~~Uncertainties~~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 are capitalized as part of the investment account and were being amortized over 27.5 years (See Notes 2 and 3 to the financial statements).

~~The~~"Equity ~~Partnership~~in ~~believes~~losses ~~that~~of ~~the~~Local Limited ~~following~~Partnerships" ~~discussion~~for ~~addresses~~each year ended March 31 has been recorded by the Partnership’s ~~most~~based ~~significant~~on ~~accounting~~the ~~policies,~~twelve ~~which~~months ~~are~~of reported results provided by the ~~most~~Local ~~critical~~Limited toPartnerships ~~aid~~for each year ended December 31. Equity in ~~fully~~losses ~~understanding~~from ~~and~~the ~~evaluating~~Local Limited Partnerships allocated to the Partnership’s ~~reported~~is ~~financial~~not ~~results~~recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, ~~and~~the ~~certain~~Partnership will resume applying the equity method only after its share of such net income equals the ~~Partnership’~~share of net losses not recognized during the period(s) ~~risks~~the ~~and~~equity ~~uncertainties~~method was suspended.

~~Use of Estimates~~21

~~The~~Distributions ~~preparation~~received offrom ~~financial statements in conformity with accounting principles generally accepted in~~ the Local ~~United~~Limited ~~States~~Partnerships ofare ~~America~~accounted ~~requires~~for ~~management~~as toa ~~make~~reduction ~~estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date~~investment ofbalance. ~~the~~Distributions ~~financial~~received ~~statements,~~after ~~and~~ the ~~reported~~investment has ~~amounts~~reached ofzero ~~revenues~~are ~~and~~recognized ~~expenses~~as ~~during~~distribution ~~the reporting period~~income. ~~Actual results could materially differ from those estimates.~~

~~Method~~In ofaccordance ~~Accounting~~with the accounting guidance for ~~Investments~~the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in ~~Local~~its ~~Limited~~financial ~~Partnerships~~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.

~~The~~Based ~~Partnership~~on ~~accounts~~this ~~for~~guidance, ~~its~~the ~~investments in~~ Local Limited Partnerships ~~using~~in which the ~~equity~~Partnership ~~method~~invests ofmeet ~~accounting, whereby~~ the ~~Partnership~~definition ~~adjusts~~of ~~its~~a ~~investment~~VIE ~~balance~~because ~~for~~the ~~its~~owners ~~share~~ of the ~~Local~~equity ~~Limited~~at ~~Partnerships’~~risk ~~results~~in these ofentities ~~operations~~do ~~and~~not ~~for~~have ~~any~~the ~~contributions~~power ~~made~~to ~~and~~direct ~~distributions~~their ~~received~~operations. ~~The~~However, ~~Partnership~~management ~~reviews~~does ~~the~~not ~~carrying~~consolidate ~~amount~~the ofPartnership's aninterests in ~~individual~~these ~~investment~~VIEs, inas ait ~~Local~~is ~~Limited~~not ~~Partnership~~considered ~~for~~to ~~possible~~be ~~impairment~~the atprimary ~~least~~beneficiary ~~annually~~since orit ~~whenever~~does ~~events~~not orhave ~~changes~~the inpower ~~circumstances~~to ~~indicate~~direct ~~that~~ the ~~carrying~~activities that ~~amount~~are ofconsidered ~~such~~most ~~investment~~significant ~~may~~to ~~not~~the beeconomic ~~recoverable. Recoverability~~performance of ~~such~~these ~~investment~~entities. isThe ~~measured~~Partnership bycurrently records the ~~estimated~~amount of ~~value~~its ~~derived~~investment byin ~~management,~~these ~~generally~~Local ~~consisting~~Limited ofPartnerships ~~the~~as ~~product~~an ofasset ~~the~~on ~~remaining~~its ~~future~~balance ~~Low~~sheets, ~~Income~~recognizes ~~Housing~~its ~~Tax~~share ~~Credits~~of ~~estimated~~partnership toincome or belosses ~~allocable~~in to the ~~Partnership~~statements ~~and~~of ~~the~~operations, ~~estimated~~and ~~residual~~discloses ~~value~~how toit ~~the~~accounts ~~Partnership. If~~for anmaterial ~~investment~~types isof ~~considered~~these toinvestments bein ~~impaired,~~its ~~the~~financial statements. The Partnership's ~~reduces~~balance ~~the~~in ~~carrying value of its~~ investment in ~~any such~~ Local Limited ~~Partnership.~~Partnerships, ~~The~~plus ~~accounting~~the ~~policies~~risk of ~~the~~recapture ~~Local~~of ~~Limited~~tax ~~Partnerships,~~credits ~~generally,~~previously recognized ~~are~~on ~~expected~~these toinvestments, berepresents ~~consistent~~its ~~with~~maximum ~~those~~exposure ofto ~~the~~loss. The Partnership.'s ~~Costs~~exposure ~~incurred~~to byloss ~~the~~on ~~Partnership~~these inLocal ~~acquiring~~Limited Partnerships ~~the~~is ~~investments~~mitigated ~~are~~by ~~capitalized~~the ascondition ~~part~~and financial performance of the ~~investment~~underlying ~~account~~Housing ~~and~~Complexes ~~were~~as ~~being~~well ~~amortized~~as ~~over~~the ~~27.5~~strength of ~~years~~the ~~(See~~Local ~~Notes~~General 2Partners and 3their guarantee against credit recapture to the ~~financial~~investors ~~statements)~~in the Partnership.

~~"Equity~~Income in losses of Local Limited Partnerships" for each year ended March 31 have 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 net losses not recognized during the period(s) the equity method was suspended.Taxes

24The 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.

~~Distributions~~Impact ~~received from the Local Limited Partnerships are accounted for as a reduction~~ of ~~the~~Recent ~~investment~~Accounting ~~balance. Distributions received after the investment has reached zero are recognized as distribution income.~~Pronouncements

In ~~accordance~~September ~~with~~2006, the ~~accounting~~Financial Accounting ~~guidance~~Standards ~~for~~Board ~~the~~(“FASB”) ~~consolidation~~issued ofaccounting ~~variable~~guidance ~~interest~~for ~~entities,~~Fair ~~the~~Value ~~Partnership~~Measurements, ~~determines~~which ~~when~~defines itfair ~~should include the assets~~value, establishes ~~liabilities, and activities of~~ a ~~variable~~framework ~~interest~~for ~~entity~~measuring ~~(VIE)~~fair invalue ~~its financial statements,~~ and ~~when~~expands itdisclosure ~~should disclose information~~ about ~~its~~fair ~~relationship~~value ~~with a VIE~~measurements. ~~The~~This ~~analysis~~guidance ~~that~~is ~~must~~effective for befinancial ~~performed~~statements toissued ~~determine~~for ~~which~~fiscal ~~entity~~years ~~should~~beginning ~~consolidate~~after aNovember ~~VIE~~15, ~~focuses~~2007 ~~on control~~ and ~~economic~~shall ~~factors.~~be Aapplied ~~VIE~~prospectively isexcept afor very ~~legal~~limited ~~structure~~transactions. ~~used~~In toFebruary ~~conduct activities or hold assets~~2008, ~~which~~the ~~must~~FASB bedelayed ~~consolidated~~for byone ayear ~~company~~implementation ifof ~~it is~~ the ~~primary~~guidance ~~beneficiary~~as ~~because~~ it ~~has~~pertains ~~(1) the power~~ to ~~direct~~certain non-financial ~~the~~assets ~~activities~~and ofliabilities. ~~the~~The ~~VIE~~Partnership ~~that~~adopted ~~most~~Generally ~~significantly~~Accepted ~~impact~~Accounting ~~the~~Principles ~~VIE's~~for ~~economic~~Fair ~~performance~~Value ~~and~~Measurements effective ~~(2)~~April ~~the~~1, ~~obligation~~2008, toexcept ~~absorb~~as ~~losses~~it orapplies ~~receive~~to ~~benefits~~those ~~that~~non-financial ~~could~~assets ~~potentially~~and beliabilities, ~~significant~~for towhich the ~~VIE.~~effective Ifdate ~~multiple~~was April ~~unrelated parties share such power~~1, as2009. ~~defined,~~The noPartnership ~~party~~has ~~will~~determined bethat ~~required~~adoption toof ~~consolidate~~this ~~the VIE. Further, the~~ guidance ~~requires~~has ~~continual~~no ~~reconsideration~~material ofimpact on the ~~primary~~Partnership’s financial ~~beneficiary of a VIE~~statements.

~~Based~~In onNovember ~~this guidance~~2008, the ~~Local~~FASB ~~Limited~~issued accounting ~~Partnerships~~guidance inon ~~which~~Equity ~~the~~Method ~~Partnership~~Investment ~~invests~~Accounting ~~meet~~Considerations ~~the~~that ~~definition~~addresses ofhow athe ~~VIE~~initial ~~because~~carrying ~~the~~value ~~owners~~ of ~~the~~ an equity atmethod ~~risk~~investment inshould ~~these~~be ~~entities~~determined, dohow ~~not~~an ~~have~~impairment ~~the~~assessment ~~power~~of toan ~~direct~~underlying ~~their~~indefinite-lived ~~operations.~~intangible ~~However,~~asset of ~~management~~an ~~does~~equity ~~not~~method ~~consolidate~~investment ~~the~~should ~~Partnership's~~be ~~interests~~performed, inhow ~~these~~an ~~VIEs,~~equity asmethod itinvestee’s isissuance ~~not~~of ~~considered~~shares toshould be ~~the~~accounted for, ~~primary~~and ~~beneficiary~~how ~~since~~to itaccount ~~does~~for ~~not~~a ~~have~~change ~~the~~in ~~power~~an toinvestment ~~direct~~from the ~~activities~~equity ~~that~~method ~~are considered most significant~~ to the ~~economic~~cost ~~performance of these entities~~method. ~~The~~This ~~Partnership~~guidance ~~currently~~is ~~records~~effective ~~the amount of its investment~~ in fiscal ~~these~~years ~~Local~~beginning ~~Limited Partnerships as an asset~~ on ~~its balance sheets, recognizes its share of partnership income~~ or ~~losses~~after inDecember ~~the~~15, ~~statements of operations~~2008, and ~~discloses~~interim ~~how~~periods itwithin ~~accounts~~those ~~for~~fiscal ~~material types of these investments in its financial statements~~years. The Partnership's ~~balance~~adopted inthe guidance ~~investment~~for ~~in Local Limited Partnerships, plus~~ the ~~risk~~interim ofquarterly ~~recapture~~period ofbeginning ~~tax~~April ~~credits previously recognized on these investments~~1, ~~represents its maximum exposure to loss~~2009. The ~~Partnership's~~impact ~~exposure~~of toadopting ~~loss~~it ondid ~~these~~not ~~Local~~have ~~Limited~~a ~~Partnerships~~material isimpact ~~mitigated by~~ on the ~~condition~~Partnership’s ~~and~~ financial ~~performance~~condition ofor ~~the~~results ~~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~~operations.

~~Income Taxes~~22

~~The~~In ~~Partnership~~April ~~has~~2009, ~~elected~~the toFASB beissued accounting ~~treated~~guidance ~~as a pass-through entity~~ for ~~income~~Interim ~~tax~~Disclosures ~~purposes~~about ~~and,~~Fair asValue ~~such,~~of isFinancial ~~not subject to income taxes~~Instruments. ~~Rather,~~This ~~all~~requires ~~items~~disclosure ofabout ~~taxable~~the ~~income, deductions~~ method and ~~tax~~significant ~~credits~~assumptions ~~are~~used ~~passed through~~ to ~~and~~establish ~~are~~the ~~reported~~fair byvalue ~~its~~of ~~owners~~financial oninstruments ~~their~~for ~~respective~~interim ~~income~~reporting ~~tax~~periods ~~returns. The Partnership’s federal tax status~~ as awell ~~pass-through entity is based on its legal status~~ as annual ~~a partnership~~statements. ~~Accordingly,~~It ~~the~~became ~~Partnership~~effective isfor ~~not required to take any tax positions in order to qualify~~ as aof ~~pass-through entity. The Partnership is required to file~~ and ~~does~~for ~~file tax returns with~~ the ~~Internal~~interim ~~Revenue~~period ~~Service~~ended ~~and~~June ~~other taxing authorities. Accordingly~~30, ~~these~~2009 ~~financial~~and ~~statements~~had dono ~~not~~impact ~~reflect~~on ~~a provision for income taxes and~~ the Partnership’s financial ~~has~~condition noor ~~other~~results ~~tax~~of ~~positions which must be considered for disclosure~~operations.

~~Impact~~In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of ~~Recent~~accounting for ~~Accounting~~and ~~Pronouncements~~disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Company did not include the disclosure in this Form 10-K.

In ~~September~~June ~~2006~~2009, the ~~Financial~~FASB ~~Accounting~~issued an ~~Standards~~amendment ~~Board~~to ~~(“FASB”)~~the ~~issued~~ accounting ~~guidance~~and ~~for~~disclosure ~~Fair~~requirements ~~Value~~for ~~Measurements,~~the ~~which~~consolidation ~~defines~~of ~~fair~~variable ~~value,~~interest ~~establishes~~entities a(VIEs). ~~framework~~The ~~for~~amended guidance ~~measuring~~modifies ~~fair~~the ~~value~~consolidation ~~and~~model ~~expands~~to ~~disclosure~~one ~~about~~based ~~fair~~on ~~value~~control ~~measurements.~~and ~~This~~economics, ~~guidance~~and isreplaced ~~effective~~quantitative ~~for~~primary ~~financial~~beneficiary analysis ~~statements~~with ~~issued~~a ~~for~~qualitative ~~fiscal~~analysis. ~~years~~The ~~beginning~~primary ~~after~~beneficiary ~~November~~of ~~15,~~a ~~2007~~VIE ~~and~~will ~~shall~~ be ~~applied~~the ~~prospectively~~entity ~~except~~that ~~for~~has ~~very~~(1) ~~limited~~the ~~transactions. In~~power ~~February~~to ~~2008,~~direct the activities ~~FASB~~of ~~delayed~~the ~~for~~VIE ~~one~~that ~~year~~most ~~implementation~~significantly ofimpact the ~~guidance~~VIE’s aseconomic itperformance ~~pertains~~and (2) the obligation to ~~certain~~absorb ~~non-financial~~losses or ~~assets~~receive ~~and~~benefits ~~liabilities.~~that ~~The~~could ~~Partnership~~potentially ~~adopted~~be ~~Generaly~~significant ~~Accepted~~to ~~Accounting~~the ~~Principles~~VIE. ~~for~~If ~~Fair~~multiple ~~Value~~unrelated ~~Measurements~~parties ~~effective~~share ~~April~~such 1power, ~~2008~~as defined, no ~~except~~party aswill itbe ~~applies~~required to ~~those~~consolidate ~~non-financial~~the ~~assets~~VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and ~~liabilities,~~adds an additional reconsideration event for ~~which~~determination ~~the~~of ~~effective~~whether ~~date~~an ~~was~~entity ~~April~~is 1a VIE. Additionally, the ~~2009~~amendment requires enhanced and expanded disclosures around VIEs. ~~The~~This ~~Partnership~~amendment ~~has~~was ~~determined~~effective ~~that~~for fiscal years beginning after November 15, 2009. The adoption of this guidance ~~has~~on noApril 1, 2010 did not have a material ~~impact~~effect on the Partnership’s financial statements.

In ~~February~~June ~~2007~~2009, the FASB issued the ~~accounting~~Accounting ~~guidance~~Standards ~~for~~Codification ~~The Fair Value Option for Financial Assets and Financial Liabilities~~(Codification). ~~This~~Effective ~~guidance~~July ~~permits~~1, ~~entities~~2009, tothe ~~choose~~Codification tois ~~measure~~the ~~many~~single ~~financial~~source ~~instruments~~of ~~and~~authoritative accounting ~~certain~~principles ~~other~~recognized ~~items~~by atthe ~~fair~~FASB ~~value. The fair value election is designed~~ to ~~improve~~be ~~financial~~applied ~~reporting~~ by ~~providing~~non-governmental entities ~~with~~in the ~~opportunity~~preparation toof ~~mitigate~~financial ~~volatility~~ statements in ~~reported~~conformity ~~earnings~~with ~~caused~~GAAP. byThe ~~measuring~~Codification ~~related~~is ~~assets~~intended ~~and liabilities differently without having~~ to ~~apply~~reorganize, ~~complex~~rather ~~hedge~~than ~~accounting provisions. It is effective for fiscal years beginning after November 15~~change, ~~2007~~existing GAAP. On ~~April 1~~Accordingly, ~~2008,~~all ~~the~~references to ~~Partnership~~currently ~~adopted~~existing GAAP ~~for~~have ~~The~~been ~~Fair~~removed ~~Value~~and ~~Option~~have ~~for~~been ~~Financial~~replaced ~~Assets~~with ~~and~~plain ~~Financial~~English ~~Liabilities~~explanations ~~and~~of ~~elected~~the ~~not~~Partnership’s accounting topolicies. ~~apply~~The ~~the~~adoption ~~provisions~~of tothe ~~its~~Codification ~~eligible~~did ~~financial~~not ~~assets~~have ~~and~~a ~~financial~~material ~~liabilities~~impact on the ~~date~~Partnership’s offinancial ~~adoption.~~position or ~~Accordingly,~~results ~~the initial application~~ of ~~the guidance had no effect on the Partnership~~operations.

25Certain Risks and Uncertainties

InSee ~~November~~Item ~~2008,~~1A the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee’s issuance of shares should be accounted for, ~~and how to account for~~ a ~~change~~discussion in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of risks ~~adopting~~regarding ~~it did not have a material impact on~~ the Partnership~~’s financial condition or results of operations~~.

InAll ~~April~~of ~~2009,~~ the ~~FASB~~Low ~~issued~~Income ~~accounting~~Housing Tax ~~guidance~~Credits ~~for~~anticipated ~~Interim~~to ~~Disclosures~~be ~~about~~realized ~~Fair~~from ~~Value~~the ofLocal ~~Financial~~Limited ~~Instruments. This~~Partnerships ~~requires~~have ~~disclosure~~been ~~about~~realized. ~~the~~The ~~method~~Partnership ~~and~~does ~~significant~~not ~~assumptions~~anticipate being ~~used~~allocated toa ~~establish~~significant ~~the~~amount ~~fair~~of ~~value~~Low ofIncome ~~financial~~Housing ~~instruments~~Tax ~~for~~Credits ~~interim~~from ~~reporting~~the ~~periods~~Local asLimited ~~well~~Partnerships asin ~~annual~~the ~~statements~~future. It ~~became effective for as~~ All of ~~and for~~ the ~~interim~~Local ~~period~~Limited ~~ended~~Partnerships ~~June~~have ~~30,~~completed ~~2009 and had no impact on~~ the ~~Partnership’s~~Compliance ~~financial condition or results of operations~~Period.

InTo ~~May 2009~~date, ~~the~~certain ~~FASB~~Local ~~issued~~Limited Partnerships ~~guidance~~have ~~regarding~~incurred ~~subsequent~~significant ~~events,~~operating ~~which~~losses ~~was subsequently updated in February 2010. This guidance established general standards of accounting for~~ and ~~disclosure~~have ofworking ~~events~~capital ~~that occur after the balance sheet date but before financial statements are issued or are available to be issued~~deficiencies. In ~~particular, this guidance sets forth~~ the ~~period~~event ~~after~~these ~~the~~Local ~~balance~~Limited Partnerships ~~sheet~~continue ~~date~~to ~~during~~incur ~~which~~significant ~~management~~operating ~~of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements~~losses, ~~the~~additional ~~circumstances~~capital ~~under~~contributions which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership ~~for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition~~ and/or ~~disclosure, in~~ the ~~financial~~Local General ~~statements.~~Partners Inmay ~~February~~be ~~2010,~~required ~~the FASB amended its guidance on subsequent events~~ to ~~remove~~sustain the ~~requirement~~operations toof ~~disclose~~such ~~the~~Local ~~date~~Limited ~~through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance~~Partnerships. ~~This amendment was effective immediately and therefore the Company did not include the disclosure in this Form 10-K.~~

InAnticipated ~~June~~future ~~2009, the FASB issued an amendment to the accounting~~ and ~~disclosure~~existing cash ~~requirements~~resources ~~for~~of the ~~consolidation~~Partnership ofare ~~variable~~not ~~interest~~sufficient ~~entities~~to ~~(VIEs). The~~pay ~~amended~~existing ~~guidance~~liabilities ~~modifies~~of the ~~consolidation~~Partnership. ~~model to one based on control and economics~~However, ~~and~~substantially ~~replaced~~all of ~~quantitative~~the ~~primary~~existing ~~beneficiary~~liabilities ~~analysis with a qualitative analysis. The primary beneficiary~~ of ~~a VIE will be~~ the ~~entity~~Partnership ~~that~~are ~~has~~payable ~~(1) the power~~ to ~~direct~~ the ~~activities~~General ofPartner ~~the~~and/or ~~VIE~~its ~~that~~affiliates. ~~most~~Though ~~significantly impact~~ the ~~VIE’s~~amounts ~~economic~~payable to ~~performance and (2)~~ the ~~obligation~~General toPartner ~~absorb losses~~ and/or ~~receive~~its ~~benefits~~affiliates ~~that~~are ~~could~~contractually ~~potentially~~currently bepayable, ~~significant to~~ the ~~VIE. If~~Partnership ~~multiple~~anticipates ~~unrelated~~that ~~parties~~the ~~share~~General Partner ~~such~~and/or ~~power,~~its asaffiliates ~~defined, no party~~ will benot ~~required~~require tothe ~~consolidate~~payment ~~the~~of ~~VIE.~~these ~~Further,~~contractual ~~the~~obligations ~~amended~~until ~~guidance~~capital ~~requires~~reserves ~~continual~~are ~~reconsideration~~in excess of the ~~primary~~aggregate ~~beneficiary~~ of athen ~~VIE~~existing ~~and~~contractual ~~adds~~obligations anand ~~additional~~then ~~reconsideration~~anticipated ~~event~~future ~~for~~foreseeable ~~determination~~obligations of ~~whether~~the ~~an entity is a VIE~~Partnership. ~~Additionally,~~ The ~~the~~Partnership ~~amendment~~would ~~requires~~be ~~enhanced~~adversely ~~and~~affected ~~expanded~~should ~~disclosures~~the ~~around~~General ~~VIEs. This~~Partner ~~amendment~~and/or ~~was~~its ~~effective~~affiliates ~~for~~demand ~~fiscal~~current ~~years~~payment ~~beginning after November 15, 2009. The adoption~~ of ~~this~~the ~~guidance~~existing contractual onobligations ~~April~~and 1,or ~~2010~~suspend ~~did~~services ~~not~~for ~~have~~this aor ~~material~~any ~~effect~~other ~~on the Partnership’s financial statements~~reason.

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership’s accounting policies. The adoption of the Codification did not have a material impact on the Partnership’s financial position or results of operations.23

26Financial Condition

~~Certain~~The ~~Risks~~Partnership’s assets at March 31, 2012 consisted of $64,000 in cash and ~~Uncertainties~~$19,000 in other assets. Liabilities at March 31, 2012 primarily consisted of $2,529,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations’ below).

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

~~All~~Year Ended March 31, 2012 Compared to Year Ended March 31, 2011. The Partnership’s net income for the year ended March 31, 2012 was $33,000, reflecting a change of $44,000 from the ~~Low~~net ~~Income~~loss ~~Housing~~of ~~Tax~~$(11,000) ~~Credits~~experienced ~~anticipated~~for the year ended March 31, 2011. The change in net income (loss) is partially due to bethe ~~realized~~$12,000 ~~from~~increase in the gain on sale of Local Limited Partnerships. The gain on sale of Local Limited Partnerships will vary from period to period depending on the values and sales prices of the Housing Complexes that have been identified ~~realized~~for disposition and the closing dates of such transactions. ~~The~~For ~~Partnership~~the ~~does~~year ~~not~~ended ~~anticipate~~March ~~being~~31, ~~allocated~~2012, there was also a ~~significant~~$41,000 decrease ~~amount~~in asset management fees. The fees are calculated based on the value of ~~Low~~invested ~~Income~~assets, ~~Housing~~which ~~Tax~~decreased ~~Credits~~due ~~from~~to the sales of Local Limited Partnerships. inProfessional service expenses increased by $(11,000) for the ~~future~~ year ended March 31, 2012 due to the Partnership outsourcing data entry management to increase efficiency. ~~All~~ Legal and accounting expenses increased by ($1,000) due to the timing of the accounting and legal work performed. Additionally, there was a $2,000 increase in total income for the year ended March 31, 2012. The Local Limited Partnerships ~~have~~pay ~~completed~~the distribution income and reporting fees to the ~~Compliance~~Partnership ~~Period~~when the Local Limited Partnerships’ cash flow will allow for the payment.

ToYear ~~date~~Ended March 31, ~~certain~~2011 Compared to Year Ended March 31, 2010. The Partnership’s net loss for the year ended March 31, 2011 was $(11,000), reflecting a change of $124,000 from the net loss of $(135,000) experienced for the year ended March 31, 2010. The decrease in net loss is primarily due to the $80,000 increase in the gain on sale of Local Limited Partnerships. ~~have~~For ~~incurred~~the ~~significant~~year ~~operating~~ended ~~losses~~March ~~and~~31, ~~have~~2010, ~~working~~there was ~~capital~~a ~~deficiencies. In~~$41,000 ~~the~~gain ~~event~~on ~~these~~sale of Local Limited Partnerships, ~~continue~~compared to ~~incur~~a ~~significant~~$121,000 ~~operating~~gain ~~losses~~recorded during the year ended March 31, 2011. ~~additional~~The ~~capital~~gains ~~contributions~~recorded by the Partnership ~~and/or~~can ~~the~~vary ~~Local~~depending ~~General~~on ~~Partners~~the ~~may~~sales beprices ~~required~~and tovalues ~~sustain~~of the ~~operations~~Housing ofComplexes ~~such~~that ~~Local~~are being ~~Limited Partnerships~~sold. If ~~additional~~For ~~capital~~the ~~contributions~~year ~~are~~ended ~~not~~March ~~made~~31, ~~when~~2011, ~~they~~there ~~are~~was ~~required~~also a $9,000 decrease in asset management fees. The fee is the sum of the Partnership’s investment in ~~certain~~Local Limited Partnership Interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. ~~could~~The bedecrease ~~lost~~is due to the fact that during the year ended March 31, ~~and~~2010, two Local Limited Partnerships were sold while four additional Local Limited Partnerships were sold during the ~~loss~~year ended March 31, 2011. Legal and ~~recapture~~accounting expenses decreased by $28,000 due to the timing of the ~~related~~accounting and ~~Low~~legal ~~Income~~work ~~Housing~~performed. ~~Tax~~Additionally, ~~Credits~~there ~~could~~was ~~occur~~a $10,000 increase in total income. The Local Limited Partnerships pay the distribution income and reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

~~Anticipated~~Liquidity ~~future~~ and ~~existing~~Capital 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.Resources

~~Financial~~Year ~~Condition~~Ended March 31, 2012 Compared to Year Ended March 31, 2011. Net increase in cash during the year ended March 31, 2012 was $21,000 compared to net increase in cash for the year ended March 31, 2011 of $16,000. The change is partially due to reimbursement to the General Partner or an affiliate of $106,000 for operating expenses paid on behalf of the Partnership during the year ended March 31, 2011 compared to $97,000 reimbursed during the year ended March 31, 2012. In addition, $70,000 of accrued asset management fees were paid during the year ended March 31, 2012 compared to $24,000 of accrued asset management fees paid during the year ended March 31, 2011. During the year ended March 31, 2012, the Partnership received $192,000 for the sale of its Limited Partnership Interests in twelve Local Limited Partnerships compared to $124,000 received for the disposition of four Local Limited Partnership Interests during the year ended March 31, 2011. As explained above, the cash received as a result of a sale of a Local Limited Partnership can vary greatly depending on the value of the underlying Housing Complex of each Local Limited Partnership.

The Partnership’s assets at March 31, 2011 consisted of $44,000 in cash and $52,000 in other assets. Liabilities at March 31, 2011 primarily consisted of $2,573,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations’ below).24

~~Results~~Year Ended March 31, 2011 Compared to Year Ended March 31, 2010. Net increase in cash during the year ended March 31, 2011 was $16,000 compared to net increase in cash for the year ended March 31, 2010 of ~~Operations~~$6,000. The change is partially due to reimbursement to the General Partner or an affiliate of $23,000 for operating expenses paid on behalf of the Partnership during the year ended March 31, 2010 compared to $97,000 reimbursed during the year ended March 31, 2011. In addition, $22,000 of accrued asset management fees were paid during the year ended March 31, 2010 compared to $24,000 of accrued asset management fees paid during the year ended March 31, 2011. During the year ended March 31, 2010, the Partnership received $41,000 for the sale of its Limited Partnership Interests in two Local Limited Partnerships compared to $124,000 received for the disposition of four Local Limited Partnership Interests during the year ended March 31, 2011. As explained above, the cash received as a result of a sale of a Local Limited Partnership can vary greatly depending on the value of the underlying Housing Complex of each Local Limited Partnership.

~~Year~~Accrued ~~Ended March 31~~payables, ~~2011~~which ~~Compared~~consist primarily toof ~~Year~~related ~~Ended~~party ~~March~~asset ~~31,~~management ~~2010 The~~fees ~~Partnership’s~~due ~~net~~to ~~loss for~~ the ~~year~~General ~~ended March 31~~Partner, ~~2011~~increased ~~was $~~(~~11,000~~decreased), ~~reflecting~~by aapproximately ~~change of~~ ($~~124~~44,000 ~~from the net loss of $(135,000~~) ~~experienced for the year ended March 31~~, ~~2010. The decrease in net loss is primarily due to the~~ $8078,000 ~~increase in the gain on sale of Local Limited Partnerships. For the year ended March 31~~, ~~2010,~~and ~~there was a~~ $41141,000 ~~gain~~for ~~on sale of Local Limited Partnerships, compared to a $121,000 gain recorded during~~ the ~~year~~years ended March 31, ~~2011. The gains recorded by the Partnership can vary depending on the sales prices and values of the Housing Complexes that are being sold. For the year ended March 31~~2012, 2011, ~~there~~and ~~was also a $9~~2010,~~000~~ ~~decrease in asset management fees~~respectively. The ~~fee~~General isPartner ~~the~~does ~~sum~~not ofanticipate that ~~the~~these ~~Partnership’s~~accrued ~~investment~~fees inwill ~~Local~~be ~~Limited~~paid ~~Partnership~~until ~~Interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by~~ such ~~Local~~time ~~Limited~~as ~~Partnerships. The~~capital ~~decrease~~reserves isare ~~due~~in toexcess ~~the~~of ~~fact~~future ~~that~~foreseeable ~~during~~working ~~the~~capital year ended March 31, 2010, two Local Limited Partnerships were sold while four additional Local Limited Partnerships were sold during the year ended March 31, 2011. Legal and accounting expenses decreased by $28,000 due to the timing requirements of the ~~accounting and legal work performed. Additionally, there was a $10,000 increase in total income. The Local Limited Partnerships pay the distribution income and reporting fees to the~~ Partnership ~~when the Local Limited Partnerships’ cash flow will allow for the payment~~.

27The 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, 2013.

~~Year~~Future ~~Ended~~Contractual ~~March~~Cash 31, 2010 Compared to Year Ended March 31, 2009 The Partnership’s net loss for the year ended March 31, 2010 was $(135,000), reflecting a change of $(26,000) from the net loss of $(109,000) experienced for the year ended March 31, 2009. The increase in net loss is primarily due to the $(17,000) decrease in the gain on sale of Local Limited Partnerships. For the year ended March 31, 2009, there was a $58,000 gain on disposal from the sale of the Local Limited Partnership Interests in two Local Limited Partnerships, compared to a $41,000 gain for the year ended March 31, 2010 as a result of the Partnership selling its Local Limited Partnership Interests in two additional Local Limited Partnerships. The gains recorded by the Partnership can vary depending on the sales prices and values of the Housing Complexes that are being sold. For the year ended March 31, 2010, there was also a $20,000 decrease in asset management fees. The fee is the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. The decrease is due to the fact that during the year ended March 31, 2009, two Local Limited Partnerships were sold and two other Local Limited Partnerships were sold during the year ended March 31, 2010. Therefore, the annual expense decreased. Legal and accounting expenses increased by $(41,000) due to the timing of the accounting and legal work being performed. Additionally there was a $2,000 decrease in total income. Local Limited Partnerships pay the distribution income and reporting fees to the Partnership when the Local Limited Partnership’s cash flow will allow for the payment. The appraisal expenses decreased by $12,000 due to the fact that the Partnership paid for the appraisals for the two Local Limited Partnerships interests that were sold during the year ended March 31, 2009. The appraisal expenses related to the dispositions during the year ended March 31, 2010 were paid by the purchaser of the Local Limited Partnerships.Obligations

~~Liquidity~~The ~~and~~following ~~Capital~~table ~~Resources~~summarizes the Partnership’s future contractual cash obligations as of March 31, 2012:

Year Ended March 31, 2011 Compared to Year Ended March 31, 2010 Net increase in cash during the year ended March 31, 2011 was $16,000 compared to net increase in cash for the year ended March 31, 2010 of $6,000. The change is partially due to reimbursement to the General Partner or an affiliate of $23,000 for operating expenses paid on behalf of the Partnership during the year ended March 31, 2010 compared to $97,000 reimbursed during the year ended March 31, 2011. In addition, $22,000 of accrued asset management fees were paid during the year ended March 31, 2010 compared to $24,000 of accrued asset management fees paid during the year ended March 31, 2011. During the year ended March 31, 2010, the Partnership received $41,000 for the sale of its Limited Partnership Interests in two Local Limited Partnerships compared to $124,000 received for the disposition of four Local Limited Partnership Interests during the year ended March 31, 2011. As explained above, the cash received as a result of a sale of a Local Limited Partnership can vary greatly depending on the value of the underlying Housing Complex of each Local Limited Partnership.

	2013		2014		2015		2016		2017		Thereafter		Total
Asset management fees (1)	$	2,552,587	$	23,743	$	23,743	$	23,743	$	23,743	$	664,804	$	3,312,363
Total contractual cash obligations	$	2,552,587	$	23,743	$	23,743	$	23,743	$	23,743	$	664,804	$	3,312,363

~~Year~~(1) ~~Ended~~Asset ~~March~~Management ~~31,~~Fees ~~2010~~are ~~Compared~~payable toannually ~~Year~~until ~~Ended~~termination ~~March~~of 31the Partnership, ~~2009 Net~~which ~~increase~~is into ~~cash~~occur ~~during~~no ~~the~~later ~~year~~than ~~ended~~2045. ~~March~~The ~~31,~~estimate ~~2010~~of ~~was~~the ~~$6,000~~fees ~~compared~~payable toincluded ~~net~~herein ~~decrease~~assumes ~~in cash for~~ the ~~year~~retention ~~ended March 31, 2009~~ of ~~$(15,000). The~~the ~~increase~~Partnership’s ofinterest ~~$21,000~~ in ~~net~~all ~~cash~~Housing ~~provided~~Complexes isuntil ~~partially~~2045. Amounts due to ~~reimbursement to~~ the General Partner oras ~~an affiliate~~ of ~~$73~~March 31,~~000~~ ~~for~~2012 ~~operating~~have ~~expenses~~been ~~incurred~~included byin the ~~Partnership~~2013 ~~and~~column. ~~paid~~During ~~for by~~ the ~~General Partner for the~~ year ended March 31, ~~2009~~2012, ~~compared~~the toPartnership ~~$23,000~~sold ~~being~~its ~~paid~~limited ~~during~~partnership ~~the~~interests ~~year~~in ~~ended~~Brantley ~~March 31~~Housing, ~~2010~~Ltd. ~~This~~, ~~increase~~Eclectic inHousing ~~cash~~Ltd., ~~was~~Emory ~~partially~~Capital, ~~offset~~L.P., byEmory ~~the~~Manor, $5L.P.,~~000~~ inIdalou, ~~accrued~~L.P., ~~asset~~Jefferson ~~management~~Capital, ~~fees~~L.P., ~~paid~~Jefferson ~~during~~Manor, ~~the~~L.P., ~~year~~Littlefield, ~~ended~~Perry ~~March~~County, 31Ltd., ~~2009~~Pine ~~compared~~Hill toHousing, ~~$24~~Ltd.,~~000~~ inRociada, ~~accrued~~Ltd., ~~asset~~and ~~management~~Wadley ~~fees~~Housing, ~~paid~~Ltd. ~~during~~Subsequent ~~the~~to ~~year ended~~ March 31, ~~2010. During~~2012 the ~~year~~Partnership ~~ended~~sold ~~March~~its 31limited partnership interests in Airport Road, ~~2009~~Limited, ~~the~~Am-Kent, ~~Partnership~~Ltd., ~~received~~and ~~$58~~Elizabeth Square,~~000~~ ~~for~~Ltd. Accordingly, the ~~sale~~related ofasset ~~its~~management ~~Limited~~fee ~~Partnership~~obligations ~~Interests~~for inthose ~~two~~ Local Limited Partnerships ~~compared~~after toMarch ~~$41~~31,~~000~~ ~~received~~2012 ~~for~~have ~~the~~been ~~disposition~~excluded offrom ~~two~~the ~~additional~~table ~~Local~~above. ~~Limited~~The ~~Partnership~~General ~~Interests~~Partner ~~during~~does ~~the~~not ~~year~~anticipate ~~ended~~that ~~March~~these ~~31,~~fees ~~2010. As~~will ~~explained~~be ~~above,~~paid ~~the~~until ~~cash~~such ~~received~~time as acapital ~~result~~reserves ofare ain ~~sale~~excess of athe ~~Local~~aggregate ~~Limited~~of ~~Partnership~~the ~~can~~existing ~~vary~~contractual ~~greatly~~obligations ~~depending~~and on the ~~value~~anticipated offuture ~~the~~foreseeable ~~underlying~~obligations ~~Housing Complex~~ of ~~each~~the ~~Local Limited~~ Partnership.

~~Accrued~~For additional ~~payables,~~information ~~which~~regarding ~~consist primarily of related party~~ asset management fees ~~due to the General Partner~~, ~~increased~~see byNote ~~approximately~~3 ~~$78,000,~~to ~~$141,000 and $95,000 for~~ the ~~years~~financial ~~ended~~statements ~~March~~included ~~31,~~elsewhere ~~2011, 2010 and 2009, respectively~~herein. ~~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.~~

~~The~~Off-Balance ~~Partnership~~Sheet 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, 2012.Arrangements

28The Partnerships has no off-balance sheet arrangements.

~~Future~~Exit ~~Contractual Cash Obligations~~Strategy

~~The~~See ~~following~~Item ~~table~~1 ~~summarizes~~for ~~the~~information ~~Partnership’s~~in ~~future~~this ~~contractual cash obligations as of March 31, 2011:~~regard.

	2012		2013		2014		2015		2016		Thereafter		Total
Asset management fees (1)	$	2,593,084	$	75,929	$	75,929	$	75,929	$	75,929	$	2,201,941	$	5,098,741
Total contractual cash obligations	$	2,593,084	$	75,929	$	75,929	$	75,929	$	75,929	$	2,201,941	$	5,098,741

Impact of Recent Accounting Pronouncements

~~(1)~~See ~~Asset~~footnote ~~Management~~1 ~~Fees are payable annually until termination of the Partnership, which is~~ to ~~occur no later than 2045. The estimate of~~ the ~~fees~~financial ~~payable included herein assumes the retention of the Partnership’s interest in all Housing Complexes until 2045~~statements. Amounts due to the General Partner as of March 31, 2011 have been included in the 2012 column. As of May 1, 2011, the Partnership sold its limited partnership interests in Brantley Housing, Ltd., Eclectic Housing Ltd., Perry County, Ltd., Pine Hill Housing, Ltd. and Wadley Housing, Ltd. Accordingly, the related asset management fee obligations for those Local Limited Partnerships after May 1, 2011 have been excluded from the table above. 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~~Item ~~additional~~7A. ~~information~~Quantitative ~~regarding~~and ~~asset~~Qualitative ~~management~~Disclosures ~~fees,~~about ~~see~~Market ~~Note 3 to the financial statements included elsewhere herein.~~Risk

~~Off-Balance~~NOT ~~Sheet Arrangements~~APPLICABLE

~~The~~Item ~~Partnerships~~8. ~~has~~Financial noStatements ~~off-balance~~and ~~sheet~~Supplementary ~~arrangements.~~Data

~~Exit Strategy~~25

~~See~~REPORT OF ~~Item~~INDEPENDENT 1REGISTERED PUBLIC ~~for~~ACCOUNTING ~~information in this regard.~~FIRM

~~Impact~~To ofthe ~~Recent Accounting Pronouncements~~Partners

~~See~~WNC ~~footnote~~Housing 1Tax toCredit ~~the~~Fund ~~financial~~II, ~~statements~~L.P.

~~Item~~We 7Ahave audited the accompanying balance sheets of WNC Housing Tax Credit Fund II, L. ~~Quantitative~~P. (a California Limited Partnership) (the Partnership) as of March 31, 2012 and ~~Qualitative~~2011, ~~Disclosures~~and ~~about~~the ~~Market~~related ~~Risk~~statements of operations, partners’ deficit and cash flows for each of the years in the three-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.

~~NOT~~We ~~APPLICABLE~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 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.

~~Item~~In 8our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund II, L. ~~Financial~~P. ~~Statements~~(a California Limited Partnership) as of March 31, 2012 and ~~Supplementary~~2011, ~~Data~~and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

29Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15(a)(2) in the index related to 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 statements. These schedules have been subjected to the auditing procedures applied to the audits of the basic financial statements and, in 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.

~~REPORT~~/s/ OFReznick ~~INDEPENDENT~~Group, ~~REGISTERED~~P.C.

~~PUBLIC~~Bethesda, ~~ACCOUNTING FIRM~~Maryland

ToJune ~~the~~14, ~~Partners~~2012

~~WNC Housing Tax Credit Fund II, L.P.~~F-1

~~We have audited the accompanying balance sheets of~~ WNC ~~Housing~~HOUSING ~~Tax~~TAX ~~Credit~~CREDIT ~~Fund~~ FUND II, L.P. (a California Limited Partnership) (the Partnership) as of March 31, 2011 and 2010, and the related statements of operations, partners’ deficit and cash flows for each of the years in the three-year period ended March 31, 2011. 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.

~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board~~ (~~United~~A ~~States).~~California ~~Those~~Limited ~~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 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.)

InBALANCE ~~our~~SHEETS ~~opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund II, L.P.~~ (~~a California Limited Partnership~~Audited) as of March 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15(a)(2) in the index related to 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 statements. These schedules have been subjected to the auditing procedures applied to the audits of the basic financial statements and, in 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.

	March 31,
	2012			2011

ASSETS

Cash	$	64,478		$	43,639
Other assets		19,405			51,500
Investments in Local Limited Partnerships, net (Notes 2 and 3)		0			0

Total Assets	$	83,883		$	95,139

LIABILITIES AND PARTNERS’ DEFICIT

Liabilities:
Accrued fees and expenses due to General Partner and affiliates (Note 3)	$	2,528,838		$	2,573,107

Partners’ Deficit:
General Partner		(81,610	)		(81,940	)
Limited Partners (12,000 Partnership Units authorized; 7,000 Partnership Units issued and outstanding)		(2,363,345	)		(2,396,028	)

Total Partners’ Deficit		(2,444,955	)		(2,477,968	)

Total Liabilities and Partners’ Deficit	$	83,883		$	95,139

~~/s/Reznick~~See ~~Group,~~accompanying ~~P.C~~notes to financial statements

~~Bethesda, Maryland~~F-2

~~June~~WNC 28HOUSING TAX CREDIT FUND II, ~~2011~~L.P.

30(A California Limited Partnership)

~~WNC HOUSING~~STATEMENTS ~~TAX~~OF ~~CREDIT~~OPERATIONS ~~FUND II, L.P.~~(Audited)

(A California Limited Partnership)

	For the Years Ended March 31,
	2012			2011			2010

Distribution income	$	8,900		$	5,575		$	1,200
Reporting fees		6,134			7,392			2,225

Total income		15,034			12,967			3,425

Operating expenses:
Asset management fees (Note 3)		63,006			103,771			113,109
Legal and accounting		36,760			35,516			63,488
Taxes		800			800			800
Professional services		11,127			0			0
Other		3,383			4,715			2,937

Total operating expenses		115,076			144,802			180,334

Loss from operations		(100,042	)		(131,835	)		(176,909	)

Gain on sale of Local Limited Partnerships		133,042			121,057			41,483

Interest income		13			14			13

Net income (loss)	$	33,013		$	(10,764	)	$	(135,413	)

Net income (loss) allocated to:
General Partner	$	330		$	(108	)	$	(1,354	)

Limited Partners	$	32,683		$	(10,656	)	$	(134,059	)

Net income (loss) per Partnership Unit	$	4.67		$	(1.52	)	$	(19.15	)

Outstanding weighted Partnership Units		7,000			7,000			7,000

~~BALANCE~~See ~~SHEETS~~accompanying notes to financial statements

	March 31,
	2011			2010
ASSETS
Cash	$	43,639		$	27,658
Other assets		51,500			-
Investments in Local Limited Partnerships, net (Notes 2 and 3)		-			-
Total Assets	$	95,139		$	27,658
LIABILITIES AND PARTNERS’ DEFICIT
Liabilities:
Accrued fees and expenses due to General Partner and affiliates (Note 3)	$	2,573,107		$	2,494,862
Partners’ Deficit:
General Partner		(81,940	)		(81,832	)
Limited Partners (12,000 Partnership Units authorized; 7,000 Partnership Units issued and outstanding)		(2,396,028	)		(2,385,372	)
Total Partners’ Deficit		(2,477,968	)		(2,467,204	)
Total Liabilities and Partners’ Deficit	$	95,139		$	27,658

F-3

~~See~~WNC ~~accompanying~~HOUSING ~~notes~~TAX toCREDIT ~~financial~~FUND II, ~~statements~~L.P.

31(A California Limited Partnership)

~~WNC~~STATEMENTS ~~HOUSING~~OF ~~TAX~~PARTNERS’ DEFICIT ~~CREDIT FUND II, L.P.~~(Audited)

(AFor ~~California~~The ~~Limited~~Years ~~Partnership)~~Ended March 31, 2012, 2011 and 2010

STATEMENTS OF OPERATIONS

	General Partner			Limited Partners			Total

Partners’ deficit at March 31, 2009	$	(80,478	)	$	(2,251,313	)	$	(2,331,791	)

Net loss		(1,354	)		(134,059	)		(135,413	)

Partners’ deficit at March 31, 2010		(81,832	)		(2,385,372	)		(2,467,204	)

Net loss		(108	)		(10,656	)		(10,764	)

Partners’ deficit at March 31, 2011		(81,940	)		(2,396,028	)		(2,477,968	)

Net income		330			32,683			33,013

Partners’ deficit at March 31, 2012	$	(81,610	)	$	(2,363,345	)	$	(2,444,955	)

	For the Years Ended March 31,
	2011			2010			2009
Distribution income	$	5,575		$	1,200		$	-
Reporting fees		7,392			2,225			5,845
Total income		12,967			3,425			5,845
Operating expenses:
Asset management fees (Note 3)		103,771			113,109			133,525
Legal and accounting		35,516			63,488			22,980
Taxes		800			800			800
Appraisal expenses		-			-			12,290
Other		4,715			2,937			3,383
Total operating expenses		144,802			180,334			172,978
Loss from operations		(131,835	)		(176,909	)		(167,133	)
Gain on sale of Local Limited Partnerships		121,057			41,483			58,000
Interest income		14			13			16
Net loss	$	(10,764	)	$	(135,413	)	$	(109,117	)
Net loss allocated to:
General Partner	$	(108	)	$	(1,354	)	$	(1,091	)
Limited Partners	$	(10,656	)	$	(134,059	)	$	(108,026	)
Net loss per Partnership Unit	$	(1.52	)	$	(19.15	)	$	(15.43	)
Outstanding weighted Partnership Units		7,000			7,000			7,000

See accompanying notes to financial statements

~~See accompanying notes to financial statements~~F-4

32WNC HOUSING TAX CREDIT FUND II, L.P.

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

(ASTATEMENTS ~~California~~OF ~~Limited~~CASH FLOWS ~~Partnership~~(Audited)

STATEMENTS OF PARTNERS’ DEFICIT

	For the Years Ended March 31,
	2012			2011			2010

Cash flows from operating activities:
Net income (loss)	$	33,013		$	(10,764	)	$	(135,413	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Increase (decrease) in accrued fees and expenses due to General Partner and affiliates		(44,269	)		78,245			141,351
Gain on sale of Local Limited Partnerships		(133,042	)		(121,057	)		(41,483	)
Increase in other assets		(26,507	)		(54,500	)		0

Net cash used in operating activities		(170,805	)		(108,076	)		(35,545	)

Cash flows from investing activities:
Proceeds from sale of Local Limited Partnerships		191,644			124,057			41,483

Net cash provided by investing activities		191,644			124,057			41,483

Net increase in cash		20,839			15,981			5,938

Cash, beginning of period		43,639			27,658			21,720

Cash, end of period	$	64,478		$	43,639		$	27,658

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid	$	800		$	800		$	800

~~For~~See ~~The~~accompanying ~~Years~~notes ~~Ended~~to ~~March 31, 2011, 2010 and 2009~~financial statements

	General Partner			Limited Partners			Total
Partners’ deficit at March 31, 2008	$	(79,387	)	$	(2,143,287	)	$	(2,222,674	)
Net loss		(1,091	)		(108,026	)		(109,117	)
Partners’ deficit at March 31, 2009		(80,478	)		(2,251,313	)		(2,331,791	)
Net loss		(1,354	)		(134,059	)		(135,413	)
Partners’ deficit at March 31, 2010		(81,832	)		(2,385,372	)		(2,467,204	)
Net loss		(108	)		(10,656	)		(10,764	)
Partners’ deficit at March 31, 2011	$	(81,940	)	$	(2,396,028	)	$	(2,477,968	)

~~See accompanying notes to financial statements~~F-5

33WNC HOUSING TAX CREDIT FUND II, L.P.

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

(ANOTES ~~California~~TO ~~Limited~~FINANCIAL ~~Partnership)~~STATEMENTS

~~STATEMENTS~~For OFThe ~~CASH~~Years ~~FLOWS~~Ended March 31, 2012, 2011 and 2010

	For the Years Ended March 31,
	2011			2010			2009
Cash flows from operating activities:
Net loss	$	(10,764	)	$	(135,413	)	$	(109,117	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in accrued fees and expenses due to General Partner and affiliates		78,245			141,351			94,570
Gain on sale of Local Limited Partnerships		(121,057	)		(41,483	)		(58,000	)
Increase in other assets		(54,500	)		-			-
Net cash used in operating activities		(108,076	)		(35,545	)		(72,547	)
Cash flows from investing activities:
Proceeds from sale of Local Limited Partnerships		124,057			41,483			58,000
Net cash provided by investing activities		124,057			41,483			58,000
Net increase (decrease) in cash		15,981			5,938			(14,547	)
Cash, beginning of period		27,658			21,720			36,267
Cash, end of period	$	43,639		$	27,658		$	21,720
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid	$	800		$	800		$	800

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~See accompanying notes to financial statements~~Organization

34WNC Housing Tax Credit Fund II, L.P., a California limited partnership (the "Partnership"), was formed on January 19, 1990 under the laws of the State of California. The Partnership was formed to acquire limited partnership interests in other limited partnerships or limited liability companies ("Local Limited Partnerships") which own multi-family or senior 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 or opening agreement (the “Local Limited Partnership Agreement”).

~~WNC~~The ~~HOUSING~~general ~~TAX~~partner ~~CREDIT~~of ~~FUND~~the IIPartnership is WNC Financial Group, L.P. (the “General Partner”). The general partners of the General Partner are WNC & Associates, Inc. (“Associates”), and Wilfred N. Cooper, Sr. The chairman and president own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates, as the Partnership has no employees of its own.

(AThe ~~California~~Partnership ~~Limited~~shall ~~Partnership)~~continue to be in full force and effect until December 31, 2045 unless terminated prior to that date pursuant to the partnership agreement or law.

~~NOTES~~The TOfinancial ~~FINANCIAL~~statements ~~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.

~~For~~The Partnership Agreement authorized the sale of up to 12,000 units of Limited Partnership interest (“Partnership Units”) at $1,000 per Partnership Unit. The ~~Years~~offering ~~Ended~~of ~~March~~Partnership Units concluded in December 31, ~~2011~~1992 at which time 7,000 ~~2010~~Partnership Units representing subscriptions in the amount of $7,000,000, had been accepted. The General Partner has a 1% interest in operating profits and ~~2009~~losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors in the Partnership (“Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments.

~~NOTE~~The 1proceeds -from ~~ORGANIZATION~~the ~~AND~~disposition of ~~SUMMARY~~any OFof ~~SIGNIFICANT~~the ~~ACCOUNTING~~Local ~~POLICIES~~Limited Partnership properties 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 Partnership. 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 equal to its capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partners would then be entitled to receive proceeds equal to their capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 95% to the Limited Partners (in proportion to their respective investments) and 5% to the General Partner.

~~Organization~~Risks and Uncertainties

~~WNC~~An ~~Housing~~investment ~~Tax~~in ~~Credit Fund II, L.P., a California limited partnership (~~the "Partnership~~"),~~ and ~~was formed on January 19, 1990 under~~ the ~~laws of the State of California. The~~ Partnership’s ~~was~~investments ~~formed to acquire limited partnership interests~~ in ~~other limited partnerships or limited liability companies ("~~Local Limited Partnerships") ~~which~~and ~~own~~their ~~multi-family or senior housing complexes (“~~Housing Complexes”) ~~that~~ are ~~eligible~~subject ~~for~~to ~~Federal~~risks. ~~low~~These risks ~~income~~may ~~housing~~impact the tax ~~credits~~benefits ~~(“Low~~of ~~Income~~an ~~Housing~~investment ~~Tax~~in ~~Credits”). The~~the ~~local~~Partnership, ~~general~~and ~~partners (~~the ~~“Local~~amount ~~General Partners”)~~ of ~~each~~proceeds ~~Local~~available ~~Limited~~for ~~Partnership~~distribution ~~retain~~to the ~~responsibility~~Limited ~~for~~Partners, ~~maintaining~~if any, ~~operating~~on ~~and~~liquidation ~~managing~~of the ~~Housing~~Partnership’s ~~Complex~~investments. ~~Each~~Some ~~Local Limited Partnership is governed by its agreement~~ of ~~limited~~those ~~partnership~~risks orinclude ~~opening agreement (~~the ~~“Local Limited Partnership Agreement”).~~following:

The general partner of the Partnership is WNC Financial Group, L.P. (the “General Partner”). The general partners of the General Partner are WNC & Associates, Inc. (“Associates”), and Wilfred N. Cooper, Sr. The chairman and president own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates, as the Partnership has no employees of its own.F-6

~~The~~WNC ~~Partnership~~HOUSING ~~shall~~TAX ~~continue~~CREDIT ~~to be in full force and effect until December 31~~FUND II, ~~2045 unless terminated prior to that date pursuant to the partnership agreement or law~~L.P.

~~The~~(A ~~financial~~California ~~statements~~Limited ~~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.~~)

~~The~~NOTES ~~Partnership~~TO ~~Agreement~~FINANCIAL ~~authorized~~STATEMENTS – the sale of up to 12,000 units of Limited Partnership interest (“Partnership Units”) at $1,000 per Partnership Unit. The offering of Partnership Units concluded in December 31, 1992 at which time 7,000 Partnership Units representing subscriptions in the amount of $7,000,000, had been accepted. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors in the Partnership (“Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments.CONTINUED

~~The~~For proceeds from the disposition of any of the Local Limited Partnership properties 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 Partnership. The ~~sale~~Years ofEnded aMarch ~~Housing Complex may be subject to other restrictions and obligations. Accordingly~~31, ~~there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so~~ 2012, ~~there~~2011 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 equal to its capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partners would then be entitled to receive proceeds equal to their capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 95% to the Limited Partners (in proportion to their respective investments) and 5% to the General Partner.2010

~~Risks~~NOTE 1 ~~and~~- ~~Uncertainties~~ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

AnThe ~~investment~~Low Income Housing Tax Credit rules are extremely complicated. Noncompliance with these rules results in the ~~Partnership~~loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the ~~Partnership~~annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s ~~investments~~last in$25,000 of taxable income. The Local Limited Partnerships ~~and~~may ~~their~~be unable to sell the Housing Complexes ~~are~~at ~~subject~~a toprice ~~risks. These~~which ~~risks~~would ~~may~~result ~~impact~~in the ~~tax~~Partnership ~~benefits~~realizing cash ofdistributions anor ~~investment~~proceeds infrom the ~~Partnership~~transaction. Accordingly, ~~and~~ the ~~amount~~Partnership ofmay ~~proceeds~~be ~~available~~unable ~~for~~to ~~distribution~~distribute toany ~~the~~cash to its Limited Partners,. ifLow ~~any,~~Income onHousing ~~liquidation~~Tax ofCredits may be the ~~Partnership’s~~only ~~investments. Some~~benefit offrom ~~those~~an ~~risks~~investment ~~include~~in the ~~following:~~Partnership.

35The Partnership has invested in 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 limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights 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 be subject to one or more of the following risks: 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.

~~WNC~~The ~~HOUSING~~ability ~~TAX~~of ~~CREDIT~~Limited ~~FUND~~Partners to ~~II,~~claim Ltax losses from the Partnership is limited.P The IRS may audit the Partnership or a Local Limited Partnership and 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.

(AAll ~~California~~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 a significant amount of Low Income Housing Tax Credits from the Local Limited Partnerships in the future. All of the Local Limited Partnerships have completed the Compliance Period.

~~NOTES~~Anticipated TOfuture ~~FINANCIAL~~and ~~STATEMENTS~~existing cash –resources ~~CONTINUED~~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 their 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.

~~For The Years Ended March 31, 2011, 2010 and 2009~~F-7

~~NOTE~~WNC 1HOUSING -TAX ~~ORGANIZATION~~CREDIT ~~AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~FUND II, ~~continued~~L.P.

~~The~~(A ~~Low~~California Income Housing Tax Credit rules are extremely complicated. 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 $25,000 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.)

~~The~~NOTES ~~Partnership~~TO ~~has~~FINANCIAL ~~invested~~STATEMENTS – in 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 limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights 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 be subject to one or more of the following risks: 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.CONTINUED

~~The~~For ~~ability of Limited Partners to claim tax losses from the Partnership is limited.~~ The ~~IRS~~Years ~~may~~Ended ~~audit~~March ~~the~~31, 2012, ~~Partnership~~2011 ~~or a Local Limited Partnership~~ and 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.2010

~~All~~NOTE 1 of- ~~the~~ORGANIZATION ~~Low~~AND ~~Income~~SUMMARY ~~Housing~~OF ~~Tax~~SIGNIFICANT ~~Credits~~ACCOUNTING ~~anticipated~~POLICIES, to be realized from the Local Limited Partnerships have been realized. The Partnership does not anticipate being allocated a significant amount of Low Income Housing Tax Credits from the Local Limited Partnerships in the future. All of the Local Limited Partnerships have completed the Compliance Period.continued

~~Anticipated~~The ~~future and existing cash resources of the~~ Partnership ~~are~~currently ~~not~~has insufficient ~~sufficient~~working capital to ~~pay~~fund ~~existing~~its ~~liabilities of the Partnership~~operations. ~~However,~~ ~~substantially~~Associates ~~all~~has ofagreed ~~the existing liabilities of the Partnership are payable~~ to ~~the~~continue ~~General~~providing ~~Partner~~advances ~~and/or~~sufficient ~~their~~enough ~~affiliates. Though the amounts payable~~ to fund the ~~General~~operations ~~Partner~~ and~~/or~~ ~~its~~working ~~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~~requirements ~~are in excess~~ of the ~~aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the~~ Partnership~~. The~~ ~~Partnership~~through ~~would~~June be30, ~~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~~2013.

36No trading market for the Partnership Units exists or is expected to develop. 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. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.

~~WNC~~Exit ~~HOUSING TAX CREDIT FUND II, L.P.~~Strategy

(AThe ~~California~~Compliance ~~Limited~~Period ~~Partnership)~~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.

~~NOTES~~Upon TOthe ~~FINANCIAL~~sale ~~STATEMENTS~~of –a ~~CONTINUED~~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 Local Limited Partnerships have completed their 15-year Compliance Period.

~~For~~With that in mind, the General Partner is continuing its review of the Housing Complexes, with special emphasis on the more mature Housing Complexes such as any that have satisfied the IRS compliance requirements. The ~~Years~~review ~~Ended~~considers ~~March~~many 31factors, ~~2011~~including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), ~~2010~~the condition of the Housing Complexes, and ~~2009~~the tax consequences to the Limited Partners from the sale of the Housing Complexes.

~~NOTE~~Upon 1identifying -those ~~ORGANIZATION~~Housing Complexes ~~AND~~with ~~SUMMARY~~the OFhighest ~~SIGNIFICANT~~potential ~~ACCOUNTING~~for ~~POLICIES~~a successful sale, ~~continued~~refinancing or syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership. 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, 2012.

~~The~~Upon management of the Partnership identifying ~~currently~~a ~~has~~Local ~~insufficient~~Limited ~~working~~Partnership ~~capital~~for todisposition, ~~fund~~costs ~~its~~incurred ~~operations~~by the Partnership in preparation for the disposition are deferred. ~~Associates~~Upon ~~has~~the ~~agreed~~sale toof ~~continue~~the ~~providing~~Local ~~advances~~Limited ~~sufficient~~Partnership ~~enough~~Interest, tothe ~~fund~~Partnership nets the ~~operations~~costs ~~and~~that ~~working~~had ~~capital~~been ~~requirements~~deferred against the proceeds from the sale in determining the gain or loss on sale of the Local Limited Partnership. ~~through~~Deferred ~~June~~disposition ~~30,~~costs are ~~2012~~included in other assets on the balance sheets.

NoAs ~~trading~~of ~~market~~March ~~for~~31, 2011, the Partnership sold ~~Units~~its ~~exists~~Local orLimited isPartnership ~~expected~~Interest toin ~~develop.~~Lake ~~Limited~~View, ~~Partners~~a ~~may~~California belimited ~~unable~~partnership, toAshland ~~sell~~Investment ~~their~~Group, ~~Partnership~~Wilcox ~~Units~~Investment Group, ~~except~~Cherokee atSquare, aLtd., ~~discount~~Divall ~~and~~Midland ~~should~~Associates ~~consider~~Limited ~~their~~ Partnership ~~Units~~II, toCandleridge beApartments aof ~~long-term~~Perry, ~~investment~~L.P., ~~Individual~~Candleridge Apartments ~~Limited~~of ~~Partners~~Runnells, ~~will~~L.P., ~~have~~Whitewater noWoods ~~recourse~~and ifBrian’s ~~they~~Village. ~~disagree~~Each ~~with~~of ~~actions~~the ~~authorized~~Local byLimited aPartnerships ~~vote~~had ofcompleted its ~~the~~Compliance ~~majority of Limited Partners~~Period.

~~Exit Strategy~~F-8

~~The~~WNC ~~Compliance~~HOUSING ~~Period~~TAX ~~for~~CREDIT aFUND II, ~~Housing Complex is generally 15 years following construction or rehabilitation completion~~L. ~~Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits~~P. ~~The initial programs have completed their Compliance Periods.~~

~~Upon~~(A ~~the~~California ~~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 Local Limited Partnerships have completed their 15-year Compliance Period.)

~~With~~NOTES ~~that~~TO inFINANCIAL ~~mind,~~STATEMENTS – 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, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.CONTINUED

~~Upon~~For ~~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~~Years isEnded 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, 2012, 2011. and 2010

~~Upon~~NOTE 1 ~~management~~- ofORGANIZATION ~~the~~AND ~~Partnership~~SUMMARY ~~identifying~~OF aSIGNIFICANT ~~Local~~ACCOUNTING ~~Limited Partnership for disposition~~POLICIES, costs incurred by the Partnership in preparation for the disposition are deferred. Upon the sale of the Local Limited Partnership Interest, the Partnership nets the costs that had been deferred against the proceeds from the sale in determining the gain or loss on sale of the Local Limited Partnership. Deferred disposition costs are included in other assets on the balance sheets.continued

AsThe offollowing ~~March~~table ~~31,~~reflects ~~2010~~ the 12 ~~Partnership sold its~~ Local Limited Partnership ~~Interest~~interests inthat ~~Lake~~were ~~View,~~sold aduring ~~California~~the ~~limited~~twelve ~~partnership,~~months ~~Ashland~~ended ~~Investment~~March ~~Group~~31, ~~Wilcox~~2012. ~~Investment~~No ~~Group,~~distributions ~~Cherokee~~will ~~Square,~~be made ~~Ltd.~~to ~~and~~the ~~Divall~~Limited ~~Midland~~Partners ~~Associates~~as ~~Limited~~a ~~Partnership~~result IIof 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.

During the year ended March 31, 2011, on September 13, 2010, the Partnership sold its Local Limited Partnership Interest in Candleridge Apartments of Perry, L.P. (Candleridge-Perry) to the Local General Partner of Candleridge-Perry. Candleridge-Perry was appraised for $198,000 and had a mortgage note balance of $555,264 as of December 31, 2009. The Partnership received $25,000 from the sale. The Partnership used the cash proceeds to repay $21,000 of accrued fees and expenses due to General Partner and affiliates and is retaining the remaining $4,000 in reserves for future Partnership operating expenses. The Partnership’s investment balance was zero at the time of the sale, therefore a gain on sale of Local Limited Partnerships in the amount of $25,000 was recorded during the year ended March 31, 2011. No cash distribution will be made to the Limited Partners. The Compliance Period has expired so there is no risk of recapture to the investors in the Partnership.

Local Limited Partnership	Debt at 12/31/10		Appraisal Value		Date of Sale		Sales Price		Sales Related Expenses		Gain (loss) on sale
Brantley Housing, Ltd.	$	546,000	$	365,000		May 1, 2011	$	16,372	$	8,855	$	7,517
Eclectic Housing, Ltd.		365,000		260,000		May 1, 2011		10,936		5,071		5,865
Perry County Housing, Ltd.		417,000		200,000		May 1, 2011		12,521		5,071		7,450
Pine Hill Housing, Ltd.		518,000		365,000		May 1, 2011		15,685		5,071		10,614
Wadley Housing, Ltd.		418,000		360,000		May 1, 2011		12,549		5,071		7,478
Rociada Partners, Ltd.		693,000		120,000		August 24, 2011		20,000		2,996		17,004
Emory Capital. L.P.		353,000		180,000		October 1, 2011		10,575		5,212		5,363
Emory Manor, L.P.		527,000		310,000		October 1, 2011		15,920		4,251		11,669
Idalou Manor, L.P.		591,000		300,000		October 1, 2011		17,726		4,251		13,475
Jefferson Capital, L.P.		682,000		360,000		October 1, 2011		20,466		4,251		16,215
Jefferson Manor, L.P.		729,000		400,000		October 1, 2011		21,876		4,251		17,625
Littlefield Manor, L.P.		567,000		280,000		October 1, 2011		17,018		4,251		12,767

37The following table represents the use of the cash proceeds from the disposition of the 12 Local Limited Partnerships during the year ended March 31, 2012.

WNC HOUSING TAX CREDIT FUND II, L.P.

Local Limited Partnership	Expected Cash Proceeds		Reimburse GP or affiliates for expenses		Payment of accrued asset management fees		Remaining cash to remain in reserves for future expenses
Brantley Housing, Ltd.	$	16,372		-	$	5,612	$	10,760
Eclectic Housing, Ltd.		10,936		-		5,612		5,324
Perry County Housing, Ltd.		12,521		-		5,612		6,909
Pine Hill Housing, Ltd.		15,685		-		5,612		10,073
Wadley Housing, Ltd.		12,549		-		5,612		6,937
Rociada, Ltd.		20,000		-		-		20,000
Emory Capital , L.P.		10,575		-		2,788		7,787
Emory Manor, L.P.		15,920		-		5,460		10,460
Idalou Manor, L.P.		17,726		-		6,363		11,363
Jefferson Capital, L.P.		20,466		-		7,733		12,733
Jefferson Manor , L.P.		21,876		-		8,438		13,438
Littlefield Manor, L.P.		17,018		-		6,009		11,009

~~(A California Limited Partnership)~~F-9

~~NOTES~~WNC TOHOUSING ~~FINANCIAL~~TAX ~~STATEMENTS~~CREDIT –FUND II, ~~CONTINUED~~L.P.

~~For~~(A ~~The~~California ~~Years~~Limited ~~Ended March 31, 2011, 2010 and 2009~~ Partnership)

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

~~During~~For ~~the~~The ~~year~~Years ~~ended~~Ended March 31, 2012, 2011, on September 13, 2010, the Partnership sold its Local Limited Partnership Interest in Candleridge Apartments of Runnells, L.P. (Candleridge-Runnells) to the Local General Partner of Candleridge-Runnells. Candleridge-Runnells was appraised for $216,000 and had a mortgage note balance of $333,224 as of December 31, 2009. The Partnership received $25,000 from the sale. The Partnership used the cash proceeds to repay $21,000 of accrued fees and expenses due to General Partner and affiliates and is retaining the remaining $4,000 in reserves for future Partnership operating expenses. The Partnership’s investment balance was zero at the time of the sale, therefore a gain on sale of Local Limited Partnerships in the amount of $25,000 was recorded during the year ended March 31, 2011. No cash distribution will be made to the Limited Partners. The Compliance Period has expired so there is no risk of recapture to the investors in the Partnership.2010

During the year ended March 31, 2011, on December 31, 2010, the Partnership sold its Local Limited Partnership Interest in Whitewater Woods to the Local General Partner. Whitewater was appraised at $792,000 and had a mortgage note balance of $NOTE 1~~,244,547~~ as- ofORGANIZATION ~~December~~AND ~~31,~~SUMMARY ~~2009.~~OF ~~The~~SIGNIFICANT ~~Partnership~~ACCOUNTING ~~received $44~~POLICIES,~~057~~ from the sale. The Partnership used the cash proceeds to repay $34,057 of accrued fees and expenses due to General Partner and affiliates and retained the remaining $10,000 in reserves for future Partnership operating expenses. The Partnership’s investment balance was zero at the time of the sale. The purchase price was partially offset by a $3,000 appraisal that was performed prior to the sale resulting in a $41,057 gain being recorded during the year ended March 31, 2011. No cash distribution will be made to the Limited Partners. The Compliance Period has expired so there is no risk of recapture to the investors in the Partnership.continued

The ~~last~~Partnership ~~disposition~~has ~~for~~received the majority ~~year~~vote ~~ended~~in ~~March~~favor ~~31,~~of ~~2011 was~~ the ~~Partnership’s~~plan ~~sale~~ of ~~its~~liquidation ~~Local~~of ~~Limited~~the Partnership ~~Interest in Brian’s Village Apartments, L~~.P. ~~(“Brian’s Village”) on March 15~~Therefore, ~~2011. Brian’s~~the ~~Village~~Partnership ~~was~~is ~~appraised~~engaging atthird ~~$550,000~~party ~~and~~appraisers to ~~had~~appraise aseveral ~~mortgage note balance~~ of ~~$721,234~~the asLocal ofLimited ~~December~~Partnerships ~~31,~~in ~~2010~~this Partnership. The ~~Partnership~~appraisal ~~received~~is ~~$30,000~~one ~~from~~of the ~~sale. The~~preliminary ~~Partnership~~steps ~~paid~~that need ~~$10,000~~to be completed in ~~accrued~~order ~~asset~~to ~~management~~move ~~fees~~forward towith the ~~General~~approved ~~Partner~~liquidation orplan. anExpenses ~~affiliate~~incurred ~~and~~for ~~retained~~ the ~~remaining $20~~appraisals,~~000~~ inor ~~reserves~~any other ~~for~~disposition ~~future~~related ~~Partnership operating~~ expenses~~. The~~ the Partnership’s ~~investment~~incurs, ~~balance~~are ~~was~~being ~~zero~~capitalized atand ~~the~~will ~~time~~remain ofon the ~~sale,~~balance ~~therefore~~sheet auntil ~~gain~~the respective ofLocal ~~$30,000~~Limited ~~was~~Partnership ~~recorded~~is ~~during~~sold. At the ~~year~~time ~~ended~~of ~~March~~disposition ~~31,~~all ~~2011. No~~related ~~cash~~capitalized ~~distribution~~costs will be ~~made~~netted towith ~~the~~any sale ~~Limited~~proceeds ~~Partners. The~~received ~~Compliance~~in ~~Period~~order ~~has~~to ~~expired~~calculate sothe ~~there~~net isgain noor ~~risk~~loss ofon ~~recapture to~~ the ~~investors in the Partnership~~disposition.

~~The~~As ~~Partnership has received the majority vote in favor~~ of ~~the~~March ~~plan~~31, of2012 ~~liquidation of~~ the Partnership~~. Therefore,~~ ~~the~~has ~~Partnership~~identified isthree ~~engaging third party appraisers to appraise several of the~~ Local Limited Partnerships infor ~~this~~disposition ~~Partnership. The~~as ~~appraisal~~listed ~~is one of the preliminary steps that need to be completed~~ in ~~order to move forward with~~ the ~~approved~~table ~~liquidation plan~~below. ~~Expenses~~ ~~incurred~~The Compliance Period for ~~the~~all ~~appraisals,~~of orthese ~~any~~Local ~~other~~Limited ~~disposition~~Partnerships ~~related~~have ~~expenses~~expired ~~the~~so ~~Partnership~~there ~~incurs,~~is ~~are~~no ~~being~~risk ~~capitalized~~of ~~and~~recapture ~~will~~to ~~remain on~~ the ~~balance~~investors ~~sheet~~in ~~until~~ the ~~respective Local Limited~~ Partnership ~~is sold~~. At ~~the~~All ~~time~~three ofdispositions ~~disposition~~are ~~all~~expected ~~related the capitalized costs will be netted with any sale proceeds received in order~~ to ~~calculate~~close ~~the net gain or loss~~ on ~~the~~June ~~disposition~~15, 2012.

As of March 31, 2011 the five following Local Limited Partnerships were identified for disposition and all five Local Limited Partnership Interests were sold on May 1, 2011.

Local Limited Partnership	Debt at 12/31/11		Appraisal value		Value of Local Limited Partnership			Estimated sales price		Actual appraisal expense		Estimated legal expense		Estimated gain on sale

Airport Road Associates, Limited	$	1,381,000	$	950,000	$	(431,000	)	$	30,000	$	3,100	$	385	$	26,515

Am-Kent Associates, Ltd.		1,061,000		940,000		(126,000	)		30,000		3,100		385		26,515

Elizabeth Square Associates, Ltd.		1,367,000		1,270,000		(97,000	)		30,000		3,100		385		26,515

The ~~Partnership~~following ~~sold~~table ~~its Local Limited Partnership Interest in Brantley Housing, Ltd. (“Brantley”) to~~ represents the ~~Local~~use ~~General Partner for $16,372. Brantley was appraised for $365,000 and had a mortgage note balance~~ of ~~$545,746 at December 31, 2010. The Partnership will use all~~ the cash proceeds tofrom ~~pay $16,372 of accrued fees and expenses due to General Partner and affiliates. The Partnership’s investment balance was zero at~~ the ~~time~~disposition of ~~the~~those ~~sale~~three ~~and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the~~ Local Limited ~~Partnership’s final tax return at a cost of $2,000~~Partnerships. ~~Therefore,~~ aAll ~~gain of $11,484 will be recorded during the~~ three ~~months~~dispositions ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership.are:

Local Limited Partnership	Cash Proceeds		Reimburse GP or affiliates for expenses		Payment of accrued asset management fees		Remaining cash to remain in reserves for future expenses

Airport Road Associates, Limited	$	30,000	$	4,759	$	18,574	$	6,667

Am-Kent Associates, Ltd.		30,000		4,759		18,574		6,667

Elizabeth Square Associates, Ltd.		30,000		4,760		18,574		6,666

~~WNC HOUSING TAX CREDIT FUND II, L.P.~~F-10

(AWNC ~~California~~HOUSING ~~Limited~~TAX ~~Partnership)~~CREDIT FUND II, L.P.

~~NOTES~~(A TOCalifornia ~~FINANCIAL~~Limited ~~STATEMENTS – CONTINUED~~Partnership)

~~For~~NOTES ~~The~~TO ~~Years~~FINANCIAL ~~Ended March 31, 2011, 2010 and 2009~~STATEMENTS – CONTINUED

~~NOTE~~For 1The -Years ~~ORGANIZATION~~Ended ~~AND~~March ~~SUMMARY~~31, 2012, OF2011 ~~SIGNIFICANT~~and ~~ACCOUNTING POLICIES, continued~~2010

~~The~~Method of ~~Partnership~~Accounting ~~also~~For ~~sold~~Investments ~~its Local Limited Partnership Interest~~ in ~~Eclectic Housing, Ltd. (“Eclectic”) to the~~ Local General Partner for $10,936. Eclectic was appraised for $260,000 and had a mortgage note balance of $364,532 at December 31, 2010. The Partnership will use all the cash proceeds to pay $10,936 of accrued fees and expenses due to General Partner and affiliates. The Partnership’s investment balance was zero at the time of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the Local Limited Partnership’s final tax return at a cost of $2,000. Therefore, a gain of $6,048 will be recorded during the three months ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership. Partnerships

The Partnership ~~also~~accounts ~~sold~~for its investments in Local Limited ~~Partnership~~Partnerships ~~Interest~~using inthe ~~Perry~~equity ~~County~~method ~~Housing~~of accounting, ~~Ltd.~~whereby ~~(“Perry~~the ~~County”)~~Partnership adjusts toits investment balance for its share of the Local ~~General~~Limited ~~Partner~~Partnerships’ ~~for~~results ~~$12,521. Perry~~of ~~County~~operations ~~was~~and ~~appraised~~ for ~~$200,000~~any contributions made and ~~had~~distributions areceived. ~~mortgage~~The ~~note~~Partnership ~~balance~~reviews the carrying amount of ~~$417,358~~an atindividual ~~December~~investment ~~31,~~in ~~2010. The~~a Local Limited Partnership ~~will~~for ~~use~~possible ~~all~~impairment ~~the~~at ~~cash~~least ~~proceeds~~annually toor ~~pay~~whenever ~~$12,521~~events ofor ~~accrued~~changes ~~fees~~in ~~and~~circumstances ~~expenses~~indicate ~~due~~that tothe ~~General~~carrying amount ~~Partner~~of ~~and~~such ~~affiliates. The~~investment ~~Partnership’s~~may ~~investment~~not ~~balance~~be ~~was~~recoverable. ~~zero~~Recoverability atof ~~the~~such ~~time~~investment ofis measured by the ~~sale~~estimated ~~and~~value ~~the~~derived by ~~Partnership~~management, ~~incurred~~generally ~~appraisal~~consisting ~~expenses~~of the sum of ~~$2,600,~~the ~~legal~~remaining ~~expenses~~future ofLow ~~$288~~Income ~~and~~Housing ~~has~~Tax ~~agreed~~Credits estimated to ~~pay~~be allocated to the ~~cost~~Partnership ofand the ~~Local~~estimated ~~Limited~~residual value to the Partnership’s. ~~final~~If ~~tax~~an ~~return~~investment atis aconsidered ~~cost~~to ofbe $2impaired,~~000. Therefore,~~ athe ~~gain~~Partnership reduces the carrying value of ~~$7,633~~its ~~will~~investment bein ~~recorded~~any ~~during~~such ~~the~~Local ~~three~~Limited ~~months~~Partnership. ~~ended~~The ~~June~~accounting 30policies of the Local Limited Partnerships, ~~2011. No~~generally, ~~cash~~are ~~distribution~~expected ~~will~~to be ~~made~~consistent towith those of the ~~Limited~~Partnership. ~~Partners~~Costs incurred asby athe ~~result~~Partnership ofin ~~this~~acquiring ~~sale. The~~the ~~Compliance~~investments ~~Period~~are ~~has~~capitalized ~~expired~~as sopart ~~there~~of isthe noinvestment ~~risk~~and ofwere ~~tax~~being ~~credit~~amortized ~~recapture~~over 27.5 toyears ~~the~~(See ~~investors~~Notes in2 ~~the~~and ~~Partnership~~3).

~~The~~"Equity ~~Partnership~~in ~~also~~losses ~~sold~~of ~~its~~ Local Limited ~~Partnership~~Partnerships" ~~Interest~~for ineach ~~Pine~~year ~~Hill~~ended ~~Housing,~~March ~~Ltd.~~31 ~~(“Pine~~has ~~Hill”)~~been torecorded by the ~~Local~~Partnership ~~General~~based ~~Partner~~on ~~for~~the ~~$15,685. Pine~~twelve ~~Hill~~months ~~was~~of ~~appraised~~reported results ~~for~~provided ~~$365,000~~by ~~and~~the ~~had~~Local aLimited ~~mortgage~~Partnerships ~~note~~for ~~balance~~each ofyear ~~$517,839~~ended at December 31~~, 2010~~. ~~The~~ ~~Partnership~~Equity ~~will~~in ~~use~~losses ~~all~~from the ~~cash~~Local ~~proceeds~~Limited toPartnerships allocated ~~pay $15,685 of accrued fees and expenses due~~ to ~~General~~the ~~Partner. The~~ Partnership’s ~~investment~~is ~~balance~~not ~~was~~recognized ~~zero~~to at the ~~time~~extent ofthat the ~~sale~~investment ~~and~~balance ~~the~~would ~~Partnership~~be ~~incurred~~adjusted ~~appraisal~~below ~~expenses~~zero. ofIf ~~$2,600, legal expenses of $288 and has agreed to pay~~ the ~~cost of the~~ Local Limited ~~Partnership’s~~Partnerships ~~final~~report ~~tax~~net ~~return~~income atin afuture ~~cost of $2~~years,~~000. Therefore,~~ athe ~~gain~~Partnership ~~of $10,797~~ will beresume ~~recorded~~applying ~~during~~ the ~~three~~equity ~~months~~method ~~ended~~only ~~June~~after its ~~30,~~share ~~2011. No~~of ~~cash~~such ~~distribution~~net ~~will~~income beequals ~~made to~~ the ~~Limited~~share ~~Partners as a result~~ of ~~this~~net ~~sale. The~~losses ~~Compliance~~not ~~Period~~recognized ~~has~~during ~~expired~~the soperiod(s) ~~there is no risk of tax credit recapture to~~ the ~~investors~~equity inmethod ~~the~~was ~~Partnership~~suspended.

~~The~~Distributions received ~~Partnership~~from ~~also~~the ~~sold its~~ Local Limited ~~Partnership~~Partnerships ~~Interest~~are inaccounted ~~Wadley Housing, Ltd. (“Wadley”) to the Local General Partner~~ for ~~$12,549. Wadley~~as ~~was appraised for $360,000 and had~~ a ~~mortgage~~reduction ~~note balance~~ of ~~$418,290 at December 31, 2010. The Partnership will use all~~ the ~~cash proceeds to pay $12,549 of accrued fees and expenses due to General Partner and affiliates. The Partnership’s~~ investment balance. ~~was~~Distributions ~~zero~~received after at the ~~time~~investment ~~of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and~~ has ~~agreed~~reached tozero ~~pay~~are ~~the~~recognized ~~cost~~as ~~of the Local Limited Partnership’s final tax return at a cost of $2,000. Therefore, a gain of $7,661 will be recorded during the three months ended June 30, 2011. No cash~~ distribution ~~will be made to the Limited Partners as a result of this sale~~income. ~~The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership.~~

~~While~~In ~~appraisals~~accordance ~~have~~with ~~been~~the ~~performed~~accounting guidance onfor ~~substantially~~the ~~all~~consolidation of variable interest entities, the ~~Local~~Partnership ~~Limited~~determines ~~Partnerships,~~when ~~Airport~~it ~~Road~~should ~~Associates~~include the assets, ~~Limited.~~liabilities, and ~~Am-Kent~~activities ~~Associates~~of a variable interest entity (VIE) in its financial statements, ~~Ltd~~and when it should disclose information about its relationship with a VIE. ~~and~~The ~~Elizabeth~~analysis ~~Square~~that ~~Associates,~~must ~~Ltd~~be performed to determine which entity should consolidate a VIE focuses on control and economic factors. ~~have~~A ~~all~~VIE ~~been~~is ~~identified~~a ~~for~~legal ~~disposition~~structure asused ofto ~~March~~conduct 31activities or hold assets, ~~2011. Contracts are~~which ~~under~~must ~~review~~be consolidated by ~~each~~a ofcompany if it is the ~~potential~~primary ~~purchasers~~beneficiary because it has (1) the power to direct the activities of the ~~Local~~VIE ~~Limited~~that ~~Partnerships~~most ~~Interest~~significantly impact ~~for~~the ~~both~~VIE's ofeconomic ~~these~~performance ~~Local~~and ~~Limited~~(2) ~~Partnerships. The~~the ~~Partnership~~obligation ~~estimates~~to aabsorb ~~closing~~losses ~~date~~or ofreceive ~~August~~benefits ~~2011~~that ~~for~~could potentially be significant to the ~~Local~~VIE. ~~Limited~~If ~~Partnership~~multiple ~~Interest~~unrelated ~~sales. The~~parties ~~purchase~~share ~~price~~such ispower, ~~still~~as ~~under~~defined, ~~negotiations~~no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

39F-11

WNC HOUSING TAX CREDIT FUND II, L.P.

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For The Years Ended March 31, 2012, 2011, ~~2010~~ and ~~2009~~2010

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

~~Method~~Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of ~~Accounting~~a ~~For~~VIE ~~Investments~~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.

~~The Partnership accounts for its investments in Local Limited Partnerships using the equity method~~ Use 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 allocated 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 are capitalized as part of the investment and were being amortized over 27.5 years (See Notes 2 and 3).Estimates

~~"Equity~~The preparation ~~in losses~~ of ~~Local~~financial ~~Limited~~statements ~~Partnerships"~~in ~~for~~conformity ~~each~~with ~~year~~accounting ~~ended~~principles ~~March~~generally 31accepted ~~have~~in ~~been recorded by~~ the ~~Partnership~~United ~~based~~States ~~on the twelve months~~ of ~~reported~~America requires ~~results~~management ~~provided~~to bymake ~~the~~estimates ~~Local~~and ~~Limited~~assumptions ~~Partnerships~~that ~~for~~affect ~~each year ended December 31. Equity in losses from~~ the ~~Local~~reported ~~Limited~~amounts ~~Partnerships~~of ~~allocated~~assets toand ~~the~~liabilities ~~Partnership~~and isdisclosure of ~~not~~contingent ~~recognized~~assets toand ~~the~~liabilities ~~extent~~at ~~that~~ the ~~investment~~date ~~balance~~of ~~would be adjusted below zero. If~~ the ~~Local~~financial ~~Limited Partnerships report net income in future years~~statements, ~~the~~and ~~Partnership will resume applying~~ the ~~equity~~reported ~~method~~amounts ~~only after its share~~ of ~~such~~revenues ~~net~~and ~~income~~expenses during ~~equals~~ the ~~share~~reporting ofperiod. ~~net~~Actual ~~losses~~results ~~not~~could ~~recognized~~materially ~~during~~differ ~~the~~from ~~period(s)~~those ~~the equity method was suspended~~estimates.

~~Distributions~~Cash and ~~received~~Cash ~~from the Local Limited Partnerships are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as distribution income.~~Equivalents

~~In accordance with the accounting guidance for the consolidation of variable interest entities, the~~ The Partnership ~~determines~~considers ~~when~~all ithighly ~~should~~liquid ~~include~~investments ~~the~~with ~~assets,~~original ~~liabilities,~~maturities ~~and activities~~ of athree ~~variable~~months ~~interest~~or ~~entity~~less ~~(VIE) in its financial statements, and~~ when itpurchased ~~should~~to ~~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~~cash equivalents. AAs ~~VIE~~of isMarch ~~a legal structure used to conduct activities or hold assets~~31, ~~which~~2012 ~~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)~~2011, the ~~obligation~~Partnership tohad ~~absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined,~~ no ~~party~~cash ~~will be required to consolidate the VIE~~equivalents. ~~Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.~~

~~Based~~Reporting on 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 theseComprehensive Income

40The Partnership had no items of other comprehensive income for the periods presented.

~~WNC~~Net Loss ~~HOUSING~~Per ~~TAX~~Partnership ~~CREDIT FUND II, L.P.~~Unit

(ANet loss ~~California~~per Partnership Unit includes no dilution and is computed by dividing loss available to Limited Partners by the weighted average number of Partnership) Units outstanding during the period. Calculation of diluted net loss per Partnership Unit is not required.

~~NOTES TO FINANCIAL STATEMENTS – CONTINUED~~Income Taxes

~~For~~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 ~~Years~~Partnership’s ~~Ended~~federal ~~March~~tax 31status as a pass-through entity is based on its legal status as a partnership. Accordingly, the ~~2011~~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, ~~2010~~these financial statements do not reflect a provision for income taxes and ~~2009~~the Partnership has no other tax positions which must be considered for disclosure.

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

~~Local~~The ~~Limited~~Partnership ~~Partnerships~~is asentitled anto receive ~~asset~~reporting onfees ~~its~~from ~~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 ~~the~~intent ~~risk~~ of ~~recapture~~the ofreporting ~~tax~~fees ~~credits~~is ~~previously~~to ~~recognized~~offset on(in ~~these~~part) ~~investments,~~administrative costs ~~represents~~incurred ~~its~~by ~~maximum~~the ~~exposure to loss. The~~ Partnership's ~~exposure~~in tocorresponding ~~loss~~with ~~on these~~ the Local Limited Partnerships. isDue ~~mitigated~~to by the ~~condition~~uncertainty ~~and financial performance~~ of the ~~underlying~~collection ~~Housing~~of ~~Complexes~~these asfees, ~~well as~~ the ~~strength~~Partnership ofrecognizes ~~the~~reporting fees ~~Local~~as ~~General~~collections ~~Partners~~are ~~and their guarantee against credit recapture to the investors in the Partnership~~made.

~~Use of Estimates~~F-12

~~The~~WNC ~~preparation~~HOUSING ofTAX ~~financial~~CREDIT 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 statementsFUND II, ~~and the reported amounts of revenues and expenses during the reporting period~~L. ~~Actual results could materially differ from those estimates~~P.

~~Cash~~(A ~~and~~California ~~Cash~~Limited ~~Equivalents~~Partnership)

~~The~~NOTES ~~Partnership~~TO ~~considers~~FINANCIAL ~~all~~STATEMENTS – ~~highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As of March 31, 2011 and 2010, the Partnership had no cash equivalents.~~CONTINUED

~~Reporting~~For ~~Comprehensive~~The ~~Income~~Years Ended March 31, 2012, 2011 and 2010

~~The~~NOTE 1 ~~Partnership~~- ~~had~~ORGANIZATION noAND ~~items~~SUMMARY ofOF ~~other~~SIGNIFICANT ~~comprehensive~~ACCOUNTING ~~income~~POLICIES, ~~for the periods presented.~~continued

~~Net~~Impact ~~Loss~~of ~~Per~~Recent ~~Partnership Unit~~Accounting Pronouncements

~~Net~~In ~~loss~~September ~~per~~2006, ~~Partnership~~the ~~Unit~~FASB ~~includes~~issued accounting noguidance ~~dilution~~for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is ~~computed~~effective byfor ~~dividing~~financial ~~loss~~statements ~~available~~issued tofor ~~Limited~~fiscal ~~Partners~~years beginning byafter November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB ~~weighted~~delayed ~~average~~for ~~number~~one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted ~~Units~~GAAP ~~outstanding~~for ~~during~~Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the ~~period~~effective date was April 1, 2009. ~~Calculation~~ The Partnership has determined that adoption of ~~diluted~~this ~~net~~guidance ~~loss~~has ~~per~~no ~~Partnership~~material impact ~~Unit~~on isthe ~~not~~Partnership’s ~~required~~financial statements.

~~Income~~In ~~Taxes~~November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee’s issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it did not have a material impact on the Partnership’s financial condition or results of operations.

~~Revenue~~In ~~Recognition~~May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Company did not include the disclosure in this Form 10-K.

The Partnership is entitled to receive reporting fees from the Local Limited Partnerships. The 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 fees, the Partnership recognizes reporting fees as collections are made.F-13

41WNC HOUSING TAX CREDIT FUND II, L.P.

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

(ANOTES ~~California~~TO ~~Limited~~FINANCIAL ~~Partnership)~~STATEMENTS – CONTINUED

~~NOTES~~For TOThe ~~FINANCIAL~~Years ~~STATEMENTS~~Ended –March ~~CONTINUED~~31, 2012, 2011 and 2010

~~For~~NOTE 1 ~~The~~- ~~Years~~ORGANIZATION ~~Ended~~AND ~~March~~SUMMARY ~~31,~~OF ~~2011,~~SIGNIFICANT ~~2010~~ACCOUNTING ~~and~~POLICIES, ~~2009~~ continued

~~NOTE~~In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modifies 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 ~~ORGANIZATION~~power ~~AND~~to ~~SUMMARY~~direct OFthe activities ~~SIGNIFICANT~~of ~~ACCOUNTING~~the ~~POLICIES~~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, ~~continued~~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.

~~Impact~~In ofJune ~~New~~2009, the FASB issued the Accounting ~~Pronouncements~~Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership’s accounting policies. The adoption of the Codification did not have a material impact on the Partnership’s financial position or results of operations.

InNOTE 2 September 2006, the FASB issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-~~financial~~ ~~assets~~INVESTMENTS ~~and~~IN ~~liabilities.~~LOCAL ~~The~~LIMITED Partnership adopted GAAP for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance has no material impact on the Partnership’s financial statements.PARTNERSHIPS

InAs of ~~February~~March ~~2007~~31, ~~the~~2012 ~~FASB~~and ~~issued~~2011, ~~accounting~~the ~~guidance~~Partnership ~~for~~owns ~~The~~Local ~~Fair~~Limited ~~Value~~Partnership ~~Option~~interests ~~for~~in ~~Financial~~6 ~~Assets~~ and ~~Financial~~18 ~~Liabilities.~~Local ~~This~~Limited ~~guidance~~Partnerships, ~~permits~~respectively. As ~~entities~~of toMarch ~~choose~~31, to2012 ~~measure many financial instruments~~ and ~~certain~~2011, ~~other~~these ~~items~~Local atLimited ~~fair~~Partnerships ~~value. The~~each ~~fair~~own ~~value~~one ~~election~~Housing isComplex ~~designed~~consisting toof ~~improve~~an ~~financial~~aggregate ~~reporting~~of by244 and ~~providing~~505 ~~entities~~apartment ~~with~~units, ~~the~~respectively. ~~opportunity~~The torespective ~~mitigate~~Local ~~volatility~~General inPartners ~~reported~~of ~~earnings~~the ~~caused~~Local byLimited ~~measuring~~Partnerships ~~related~~manage ~~assets~~the ~~and liabilities differently without having~~ day to ~~apply~~day ~~complex~~operations ~~hedge~~of ~~accounting~~the ~~provisions~~entities. ItSignificant isLocal ~~effective~~Limited ~~for~~Partnership ~~fiscal~~business ~~years~~decisions ~~beginning~~require ~~after~~approval ~~November~~from ~~15,~~the ~~2007~~Partnership. On The ~~April 1~~Partnership, ~~2008,~~as ~~the~~a ~~Partnership~~limited ~~adopted~~partner, ~~GAAP~~is ~~for~~generally ~~The~~entitled ~~Fair~~to ~~Value~~99%, ~~Option~~as ~~for~~specified ~~Financial~~in ~~Assets~~the ~~and~~Local ~~Financial~~Limited ~~Liabilities~~Partnership ~~and~~Agreements, of ~~elected not to apply~~ the ~~provisions~~operating toprofits ~~its~~and ~~eligible~~losses, ~~financial~~taxable ~~assets~~income and ~~financial~~losses, ~~liabilities~~and onLow ~~the~~Income ~~date~~Housing ofTax ~~adoption.~~Credits ~~Accordingly, the initial application~~ of the ~~guidance~~Local ~~had~~Limited ~~no effect on the Partnership~~Partnerships.

InThe ~~November~~Partnership's ~~2008,~~investments in ~~the~~Local ~~FASB~~Limited ~~issued~~Partnerships ~~accounting~~as ~~guidance~~shown onin ~~Equity Method Investment Accounting Considerations that addresses how~~ the ~~initial~~balance ~~carrying~~sheets ~~value~~at ofMarch an31, ~~equity~~2012 ~~method~~and ~~investment~~2011 ~~should~~are beapproximately ~~determined~~$2,444,000 ~~how~~and ~~an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed~~$4,129,000, respectively, ~~how~~greater anthan ~~equity~~the ~~method investee’~~Partnership's ~~issuance~~equity ofat ~~shares~~the ~~should~~preceding beDecember ~~accounted~~31 ~~for,~~as ~~and~~shown ~~how to account for a change~~ in ~~an investment from~~ the ~~equity~~Local ~~method~~Limited toPartnerships’ combined ~~the~~financial ~~cost~~statements ~~method~~presented below. This ~~guidance~~difference is ~~effective~~primarily indue ~~fiscal~~to ~~years~~unrecorded ~~beginning~~losses onas ordiscussed ~~after December 15~~below, ~~2008,~~ and ~~interim~~acquisition, selection ~~periods~~and ~~within~~other ~~those~~costs ~~fiscal~~related ~~years.~~to ~~The Partnership adopted~~ the ~~guidance~~acquisition ~~for~~of the ~~interim~~investments ~~quarterly~~which ~~period~~have ~~beginning~~been ~~April~~capitalized 1,in ~~2009.~~the ~~The~~Partnership's ~~impact~~investment account ofalong ~~adopting~~with itimpairment ~~did~~losses ~~not~~recorded ~~have~~in ~~a material impact on~~ the Partnership’s ~~financial~~investment ~~condition or results of operations~~account.

InAt ~~April~~March ~~2009~~31, 2012 and 2011, the investment ~~FASB~~accounts ~~issued~~in ~~accounting~~all ~~guidance~~of ~~for~~the ~~Interim~~Local ~~Disclosures~~Limited ~~about~~Partnerships ~~Fair~~have ~~Value~~reached ofa ~~Financial~~zero ~~Instruments~~balance. ~~This~~ ~~requires~~Consequently, ~~disclosure~~all ~~about~~of the ~~method~~Partnerships, estimates ~~and~~of ~~significant~~its ~~assumptions~~share ~~used~~of tolosses ~~establish~~for the ~~fair~~years ~~value~~ended ofMarch ~~financial~~31, ~~instruments~~2012, ~~for~~2011 ~~interim~~and ~~reporting~~2010, ~~periods~~amounting asto ~~well~~approximately as$77,000, ~~annual~~$235,000 and ~~statements. It~~$385,000, ~~became~~respectively, ~~effective~~have ~~for~~not asbeen ofrecognized. ~~and~~As ~~for~~of ~~the~~March ~~interim~~31, ~~period~~2012, ~~ended~~the ~~June~~aggregate ~~30,~~share ~~2009~~of ~~and~~net ~~had~~losses nonot ~~impact~~recognized on by the Partnership’s ~~financial~~amounted ~~condition~~to ~~or results of operations~~$2,626,000.

InThe ~~May~~financial ~~2009,~~information from the ~~FASB~~individual ~~issued~~financial ~~guidance~~statements ~~regarding~~of ~~subsequent~~the ~~events,~~Local ~~which~~Limited ~~was~~Partnerships ~~subsequently~~includes ~~updated~~rental and interest subsidies. Rental subsidies are included in ~~February~~total revenues and interest subsidies are generally netted against 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:

2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Company did not include the disclosure in this Form 10F-K.14

42WNC HOUSING TAX CREDIT FUND II, L.P.

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

(ANOTES ~~California~~TO ~~Limited~~FINANCIAL ~~Partnership)~~STATEMENTS

~~NOTES~~For TOThe ~~FINANCIAL~~Years ~~STATEMENTS~~Ended –March ~~CONTINUED~~31, 2012, 2011 and 2010

~~For~~NOTE 2 ~~The~~- ~~Years~~INVESTMENTS ~~Ended~~IN ~~March~~LOCAL ~~31,~~LIMITED ~~2011~~PARTNERSHIPS, ~~2010 and 2009~~ continued

~~NOTE~~COMBINED 1CONDENSED ~~- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued~~BALANCE SHEETS

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modifies 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.

	2012			2011

ASSETS

Buildings and improvements (net of accumulated depreciation as of December 31, 2012 and 2011 of $6,504,000 and $11,124,000, respectively)	$	3,975,000		$	8,697,000
Land		414,000			813,000
Other assets		956,000			1,728,000

Total assets	$	5,345,000		$	11,238,000

LIABILITIES

Mortgage loans payable	$	7,266,000		$	14,453,000
Due to related parties		92,000			103,000
Other liabilities		147,000			292,000

Total liabilities		7,505,000			14,848,000

PARTNERS’ EQUITY (DEFICIT)

WNC Housing Tax Credit Fund II, L.P.		(2,444,000	)		(4,129,000	)
Other partners		284,000			519,000

Total partners’ equity (deficit)		(2,160,000	)		(3,610,000	)

Total liabilities and partners’ equity (deficit)	$	5,345,000		$	11,238,000

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by nonF-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership’s accounting policies. The adoption of the Codification did not have a material impact on the Partnership’s financial position or results of operations.15

~~NOTE~~WNC 2HOUSING -TAX ~~INVESTMENTS~~CREDIT INFUND II, ~~LOCAL LIMITED PARTNERSHIPS~~L.P.

As(A ofCalifornia ~~March 31, 2011 and 2010, the Partnership owns Local~~ Limited Partnership interests in 18 and 22 Local Limited Partnerships, respectively. As of March 31, 2011 and 2010, these Local Limited Partnerships each own one Housing Complex consisting of an aggregate of 505 and 611 apartment units, respectively. The respective Local General Partners of the Local Limited Partnerships manage the day to day operations of 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.)

~~The~~NOTES ~~Partnership's~~TO ~~investments~~FINANCIAL in Local Limited Partnerships as shown in the balance sheets at March 31, 2011 and 2010, are approximately $4,129,000 and $4,417,000, respectively, greater than the Partnership's equity at the preceding December 31 as shown in the Local Limited Partnerships’ combined financial statements presented below. This difference is primarily due to unrecorded losses as discussed below, and acquisition, selection and other costs related to the acquisition of the investments which have been capitalized in the Partnership's investment account along with impairment losses recorded in the Partnership’s investment account.STATEMENTS

AtFor ~~March~~The ~~31,~~Years ~~2011~~Ended ~~and 2010, the investment accounts in all of the Local Limited Partnerships have reached a zero balance. Consequently, all of the Partnerships estimates of its share of losses for the years ended~~ March 31, 2012, 2011, ~~2010~~ and 2009, amounting to approximately $235,000, $385,000 and $286,000, respectively, have not been recognized. As of March 31, 2011, the aggregate share of net losses not recognized by the Partnership amounted to $4,140,000.2010

43NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

~~WNC~~COMBINED ~~HOUSING~~CONDENSED ~~TAX~~STATEMENTS OF ~~CREDIT FUND II, L.P.~~OPERATIONS

(A California Limited Partnership)

	2011			2010			2009

Revenues	$	1,561,000		$	2,835,000		$	3,136,000

Expenses:
Operating expenses		1,150,000			2,209,000			2,479,000
Interest expense		144,000			297,000			411,000
Depreciation and amortization		345,000			549,000			637,000

Total expenses		1,639,000			3,055,000			3,527,000

Net operating loss	$	(78,000	)	$	(220,000	)	$	(391,000	)

Net loss allocable to the Partnership	$	(77,000	)	$	(217,000	)	$	(385,000	)

Net loss recorded by the Partnership	$	-		$	-		$	-

~~NOTES~~Certain TOLocal ~~FINANCIAL~~Limited ~~STATEMENTS~~Partnerships have –incurred ~~CONTINUED~~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 Partners may be required to sustain operations of such Local Limited Partnerships.

~~For~~NOTE 3 ~~The~~- ~~Years~~RELATED ~~Ended~~PARTY ~~March 31, 2011, 2010 and 2009~~TRANSACTIONS

~~NOTE~~Under the 2terms -of ~~INVESTMENTS~~the INPartnership ~~LOCAL~~Agreement, ~~LIMITED~~the ~~PARTNERSHIPS,~~Partnership ~~continued~~has paid or is obligated to the General Partner or its affiliates for the following items:

~~The~~Acquisition fees ~~financial~~equal ~~information~~to ~~from~~9% ~~the individual financial statements~~ of the ~~Local~~gross ~~Limited~~proceeds ~~Partnerships~~from ~~includes~~the ~~rental~~sale ~~and~~of ~~interest~~Partnership ~~subsidies.~~Units ~~Rental~~as ~~subsidies~~compensation ~~are~~for ~~included~~services rendered in ~~total~~connection with ~~revenues~~the ~~and~~acquisition ~~interest~~of ~~subsidies~~Local ~~are~~Limited ~~generally netted against interest expense~~Partnerships. ~~Approximate~~At ~~combined condensed financial information from~~ the ~~individual~~end ~~financial~~of ~~statements~~all ofperiods presented, the ~~Local~~Partnership ~~Limited~~incurred ~~Partnerships~~acquisition asfees of ~~December~~$630,000. 31Accumulated ~~and~~amortization ~~for~~of ~~the~~these ~~years~~capitalized ~~then~~costs ~~ended~~was is$630,000 asfor ~~follows:~~all periods presented.

~~COMBINED~~Reimbursement of ~~CONDENSED~~costs ~~BALANCE~~incurred ~~SHEETS~~by the General Partner or an affiliate in connection with the acquisition of the Local Limited Partnerships. These reimbursements have not exceeded 1.7% of the gross proceeds. As of the end of all periods presented, the Partnership had incurred acquisition costs of $10,581 which have been included in investments in Local Limited Partnerships. Accumulated amortization of the acquisition costs was $10,581 for all periods presented.

	2010			2009
ASSETS
Buildings and improvements (net of accumulated depreciation as of December 31, 2010 and 2009 of $11,124,000 and $12,459,000, respectively)	$	8,697,000		$	10,336,000
Land		813,000			981,000
Other assets		1,728,000			1,985,000
Total assets	$	11,238,000		$	13,302,000
LIABILITIES
Mortgage loans payable	$	14,453,000		$	16,734,000
Due to related parties		103,000			131,000
Other liabilities		292,000			338,000
Total liabilities		14,848,000			17,203,000
PARTNERS’ EQUITY (DEFICIT)
WNC Housing Tax Credit Fund II, L.P.		(4,129,000	)		(4,417,000	)
Other partners		519,000			516,000
Total partners’ equity (deficit)		(3,610,000	)		(3,901,000	)
Total liabilities and partners’ equity (deficit)	$	11,238,000		$	13,302,000

An annual asset management fee equal to 0.5% 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 debts related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $63,006, $103,771 and $113,109 were incurred during the years ended March 31, 2012, 2011 and 2010, respectively, of which $69,854, $24,000 and $21,763 was paid during the years ended March 31, 2012, 2011 and 2010, respectively.

44F-16

WNC HOUSING TAX CREDIT FUND II, L.P.

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS ~~– CONTINUED~~

For The Years Ended March 31, 2012, 2011, ~~2010~~ and ~~2009~~ 2010

NOTE 23 - ~~INVESTMENTS~~RELATED INPARTY ~~LOCAL LIMITED PARTNERSHIPS~~TRANSACTIONS, continued

~~COMBINED~~A subordinated ~~CONDENSED~~disposition ~~STATEMENTS~~fee OFin ~~OPERATIONS~~an amount equal to 1% of the sale price may be received in connection with the sale or disposition of a Housing Complex or Local Limited Partnership interest. Payment of this fee is subordinated to the Limited Partners receiving a preferred return of 6% (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.

	2010			2009			2008
Revenues	$	2,835,000		$	3,136,000		$	3,515,000
Expenses:
Operating expenses		2,209,000			2,479,000			2,623,000
Interest expense		297,000			411,000			456,000
Depreciation and amortization		549,000			637,000			725,000
Total expenses		3,055,000			3,527,000			3,804,000
Net operating loss	$	(220,000	)	$	(391,000	)	$	$$(289,000	)
Net loss allocable to the Partnership	$	(217,000	)	$	(385,000	)	$	(286,000	)
Net loss recorded by the Partnership	$	-		$	-		$	-

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 were $106,000, $97,056 and $23,237 during the years ended March 31, 2012, 2011 and 2010 respectively.

~~Certain~~The accrued ~~Local~~fees ~~Limited Partnerships have incurred significant operating losses~~ and~~/or~~ ~~have~~expenses ~~working~~due ~~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~~Partner ~~may~~and beaffiliates ~~required~~consist ~~to sustain operations~~ of ~~such~~the ~~Local~~following ~~Limited Partnerships.~~at:

NOTE 3 - RELATED PARTY TRANSACTIONS

	March 31,
	2012		2011

Expenses paid by the General Partner or an affiliate on behalf of the Partnership	$	20,985	$	58,406

Accrued asset management fees		2,507,853		2,514,701

Total	$	2,528,838	$	2,573,107

~~Under~~The General ~~the~~Partner ~~terms~~and/or ofits ~~the~~affiliates ~~Partnership~~do ~~Agreement,~~not ~~the~~anticipate ~~Partnership~~that ~~has~~these accrued fees will be paid oruntil issuch ~~obligated~~time toas capital reserves are in excess of the ~~General~~future ~~Partner~~foreseeable orworking ~~its~~capital ~~affiliates~~requirements ~~for~~of the ~~following items:~~Partnership.

~~Acquisition~~The ~~fees~~Partnership ~~equal~~currently tohas insufficient 9%working ofcapital ~~the~~to ~~gross~~fund ~~proceeds~~its ~~from~~operations. ~~the~~Associates ~~sale~~has ofagreed ~~Partnership~~to ~~Units~~continue asproviding ~~compensation~~advances ~~for~~sufficient ~~services~~enough ~~rendered~~to fund ~~in connection with~~ the ~~acquisition~~operations ofand ~~Local~~working ~~Limited~~capital ~~Partnerships.~~requirements ~~At the end~~ of ~~all periods presented,~~ the Partnership ~~incurred~~through ~~acquisition~~June ~~fees of $630~~30,~~000.~~ ~~Accumulated amortization of these capitalized costs was $630,000 for all periods presented~~2013.

Reimbursement of costs incurred by the General Partner or an affiliate in connection with the acquisition of the Local Limited Partnerships. These reimbursements have not exceeded 1.7% of the gross proceeds. As of the end of all periods presented, the Partnership had incurred acquisition costs of $10,581 which have been included in investments in Local Limited Partnerships. Accumulated amortization of the acquisition costs was $10,581 for all periods presented.F-17

AnWNC ~~annual~~HOUSING ~~asset~~TAX ~~management~~CREDIT ~~fee equal to 0.5% of the Invested Assets of the Partnership~~FUND II, ~~as defined~~L. “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 debts related to the Housing Complexes owned by such Local Limited PartnershipsP. Asset management fees of $103,771, $113,109 and $133,525 were incurred during the years ended March 31, 2011, 2010 and 2009, respectively, of which $24,000, $21,763 and $5,000 was paid during the years ended March 31, 2011, 2010 and 2009, respectively.

45(A California Limited Partnership)

~~WNC~~NOTES ~~HOUSING~~TO ~~TAX~~FINANCIAL ~~CREDIT FUND II, L.P.~~STATEMENTS

(AFor ~~California~~The ~~Limited~~Years ~~Partnership)~~Ended March 31, 2012, 2011 and 2010

~~NOTES~~NOTE 4 TO- ~~FINANCIAL~~QUARTERLY ~~STATEMENTS~~RESULTS –OF ~~CONTINUED~~OPERATIONS (UNAUDITED)

~~For~~ The following ~~Years~~is ~~Ended~~a ~~March~~summary ~~31,~~of ~~2011,~~the ~~2010~~quarterly ~~and~~operations ~~2009~~ for the years ended March 31 (rounded):

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

	June 30			September 30			December 31			March 31
2012

Income	$	1,000		$	6,000		$	-		$	8,000

Operating expenses		(51,000	)		(31,000	)		(13,000	)		(20,000	)

Loss from operations		(50,000	)		(25,000	)		(13,000	)		(12,000	)

Gain on sale of Local Limited Partnerships		39,000			17,000			77,000			-

Net income (loss)		(11,000	)		(8,000	)		64,000			(12,000	)

Net income (loss) available to Limited Partners		(11,000	)		(8,000	)		64,000			(12,000	)

Net income (loss) per Partnership Unit		(2	)		(1	)		9			(2	)

A subordinated disposition fee in an amount equal to 1% of the sale price may be received in connection with the sale or disposition of a Housing Complex or Local Limited Partnership interest. Payment of this fee is subordinated to the Limited Partners receiving a preferred return of 6% (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.F-18

~~The~~WNC ~~Partnership~~HOUSING ~~reimbursed~~TAX ~~the~~CREDIT 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 were $97FUND II,~~056,~~ ~~$23,237 and $73,408 during the years ended March 31, 2011, 2010 and 2009 respectively~~L.P.

~~The~~(A ~~accrued~~California ~~fees~~Limited ~~and expenses due to the General Partner and affiliates consist of the following at:~~Partnership)

	March 31,
	2011		2010
Expenses paid by the General Partner or an affiliate on behalf of the Partnership	$	58,406	$	59,932
Accrued asset management fees		2,514,701		2,434,930
Total	$	2,573,107	$	2,494,862

NOTES TO FINANCIAL STATEMENTS

For The ~~General~~Years ~~Partner~~Ended ~~and/or~~March ~~its~~31, 2012, ~~affiliates~~2011 doand ~~not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of the future foreseeable working capital requirements of the Partnership.~~2010

~~The~~NOTE 4 ~~Partnership~~- ~~currently~~QUARTERLY ~~has~~RESULTS ~~insufficient~~OF ~~working~~OPERATIONS ~~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~~(UNAUDITED), ~~2012.~~continued

	June 30			September 30			December 31			March 31
2011

Income	$	10,000		$	1,000		$	-		$	2,000

Operating expenses		(28,000	)		(60,000	)		(28,000	)		(29,000	)

Loss from operations		(18,000	)		(59,000	)		(28,000	)		(27,000	)

Gain on sale of Local Limited Partnerships		-			50,000			41,000			30,000

Net income (loss)		(18,000	)		(9,000	)		13,000			3,000

Net income (loss) available to Limited Partners		(18,000	)		(9,000	)		13,000			3,000

Net income (loss) per Partnership Unit		(3	)		(1	)		2			-

WNC HOUSING TAX CREDIT FUND II, L.P.

	June 30			September 30			December 31			March 31
2010

Income	$	2,000		$	-		$	1,000		$	-

Operating expenses		(35,000	)		(92,000	)		(30,000	)		(23,000	)

Loss from operations		(33,000	)		(92,000	)		(29,000	)		(23,000	)

Gain on sale of Local Limited Partnerships		20,000			28,000			-			(6,000	)

Net loss		(13,000	)		(64,000	)		(29,000	)		(29,000	)

Net loss available to Limited Partners		(13,000	)		(64,000	)		(29,000	)		(28,000	)

Net loss per Partnership Unit		(2	)		(9	)		(4	)		(4	)

~~(A California Limited Partnership)~~F-19

~~NOTES~~Item TO9. ~~FINANCIAL~~Changes ~~STATEMENTS~~in –and ~~CONTINUED~~Disagreements with Accountants on Accounting and Financial Disclosure

~~For The Years Ended March 31, 2011, 2010 and 2009~~NONE

~~NOTE~~Item 49A. -Controls ~~QUARTERLY~~and ~~RESULTS OF OPERATIONS (UNAUDITED)~~Procedures

~~The following is~~ (a) ~~summary~~Evaluation of ~~the~~disclosure ~~quarterly~~controls ~~operations~~and ~~for the years ended March 31 (rounded):~~procedures

	June 30			September 30			December 31			March 31
2011
Income	$	10,000		$	1,000		$	-		$	2,000
Operating expenses		(28,000	)		(60,000	)		(28,000	)		(29,000	)
Loss from operations		(18,000	)		(59,000	)		(28,000	)		(27,000	)
Gain on sale of Local Limited Partnerships		-			50,000			41,000			30,000
Net income (loss)		(18,000	)		(9,000	)		13,000			3,000
Net income (loss) available to Limited Partners		(18,000	)		(9,000	)		13,000			3,000
Net loss per Partnership Unit		(3	)		(1	)		2			-

As of the end of the period 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 period 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.

	June 30			September 30			December 31			March 31
2010
Income	$	2,000		$	-		$	1,000		$	-
Operating expenses		(35,000	)		(92,000	)		(30,000	)		(23,000	)
Loss from operations		(33,000	)		(92,000	)		(29,000	)		(23,000	)
Gain on sale of Local Limited Partnerships		20,000			28,000			-			(6,000	)
Net loss		(13,000	)		(64,000	)		(29,000	)		(29,000	)
Net loss available to Limited Partners		(13,000	)		(64,000	)		(29,000	)		(28,000	)
Net loss per Partnership Unit		(2	)		(9	)		(4	)		(4	)

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.

47Once 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.

~~WNC~~(b) ~~HOUSING~~Management’s ~~TAX~~annual ~~CREDIT~~report ~~FUND~~on ~~II,~~internal ~~L.P.~~control over financial reporting

(AThe ~~California~~management ~~Limited~~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, 2012. 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:

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

~~For~~(2) ~~The~~Provide ~~Years~~reasonable ~~Ended~~assurance ~~March~~that ~~31,~~transactions ~~2011~~are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, ~~2010~~and that the Partnership’s receipts and ~~2009~~expenditures are being made only in accordance with authorization of the management of Associates; and

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

	June 30			September 30			December 31			March 31
2009
Income	$	2,000		$	3,000		$	-		$	1,000
Operating expenses		(36,000	)		(35,000	)		(68,000	)		(34,000	)
Loss from operations		(34,000	)		(32,000	)		(68,000	)		(33,000	)
Gain on sale of Local Limited Partnerships		-			-			58,000			-
Net loss		(34,000	)		(32,000	)		(10,000	)		(33,000	)
Net loss available to Limited Partners		(34,000	)		(32,000	)		(10,000	)		(32,000	)
Net loss per Partnership Unit		(5	)		(5	)		(1	)		(4	)

~~NOTE~~All 5internal –control ~~SUBSEQUENT~~processes, no ~~EVENTS~~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.

AsManagement of ~~March~~Associates 31assessed the effectiveness of its internal control over financial reporting, ~~2011~~as it is applicable to the ~~five~~Partnership, ~~following~~as ~~Local~~of ~~Limited~~the ~~Partnerships~~end ~~were~~of ~~identified~~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 ~~disposition~~the reasons set forth above under “Disclosure controls and ~~all~~procedures,” the ~~five~~internal ~~Local~~control ~~Limited~~over ~~Partnership~~financial ~~Interests~~reporting, ~~were~~as ~~sold~~it onis ~~May~~applicable 1to the Partnership, ~~2011~~was not effective as of March 31, 2012.

~~The~~For ~~Partnership~~purposes ~~sold~~of ~~its~~the ~~Local~~Securities ~~Limited~~Exchange Act ~~Partnership~~of ~~Interest in Brantley Housing~~1934, ~~Ltd. (“Brantley”) to~~ the ~~Local~~term ~~General~~“material ~~Partner~~weakness” ~~for~~is ~~$16,372. Brantley~~a ~~was appraised for $365~~deficiency,~~000~~ ~~and~~or ~~had~~ a ~~mortgage~~combination ~~note balance~~ of ~~$545~~deficiencies,~~746~~ atin ~~December~~a ~~31,~~reporting ~~2010. The~~company’s internal ~~Partnership~~control ~~will~~over ~~use~~financial ~~all~~reporting ~~the~~such ~~cash~~that ~~proceeds~~there tois ~~pay~~a ~~$16,372~~reasonable ofpossibility ~~accrued~~that ~~fees~~a ~~and~~material ~~expenses~~misstatement ~~due~~of tothe ~~General~~company's annual ~~Partner~~or ~~and~~interim ~~affiliates. The~~financial ~~Partnership’s~~statements ~~investment~~will ~~balance~~not ~~was~~be ~~zero~~prevented ator ~~the~~detected ~~time~~on ofa ~~the~~timely ~~sale~~basis. ~~and~~For the ~~Partnership~~reasons ~~incurred~~discussed ~~appraisal~~above ~~expenses~~in this ofItem $29A,~~600,~~ ~~legal~~sub-section ~~expenses~~(a) ofunder ~~$288~~the ~~and~~caption ~~has~~“Disclosure ~~agreed~~controls toand ~~pay~~procedures,” the ~~cost of the Local Limited~~ Partnership’s ~~final~~internal control ~~tax~~over ~~return~~financial atreporting ahas ~~cost~~not ofbeen ~~$2,000. Therefore,~~effective ain ~~gain~~permitting oftimely ~~$11,484~~reporting ~~will~~of ~~be recorded during~~ the ~~three~~Partnership’s ~~months~~financial ~~ended June 30~~information. Accordingly, ~~2011. No cash distribution will be made to~~ the ~~Limited~~management ~~Partners~~of asAssociates abelieves ~~result~~that of this ~~sale. The~~inability ~~Compliance~~to ~~Period~~generate ~~has~~timely ~~expired~~reports soconstitutes ~~there~~a ismaterial noweakness in ~~risk~~its ofinternal ~~tax~~control ~~credit~~over ~~recapture~~financial ~~to the investors in the Partnership~~reporting.

~~The Partnership also sold its Local Limited Partnership Interest in Eclectic Housing, Ltd.~~ (~~“Eclectic”~~c) toChanges the Local General Partner for $10,936. Eclectic was appraised for $260,000 and had a mortgage note balance of $364,532 at December 31, 2010. The Partnership will use all the cash proceeds to pay $10,936 of accrued fees and expenses due to General Partner and affiliates. The Partnership’s investment balance was zero at the time of the sale and the Partnership incurred appraisal expenses of $2,600, legal expenses of $288 and has agreed to pay the cost of the Local Limited Partnership’s final tax return at a cost of $2,000. Therefore, a gain of $6,048 will be recorded during the three months ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in ~~the~~internal ~~Partnership.~~controls

~~The~~There ~~Partnership~~were ~~also~~no ~~sold~~changes ~~its Local Limited Partnership Interest~~ in ~~Perry County Housing, Ltd. (“Perry County”) to~~ the ~~Local General Partner for $12,521. Perry County was appraised for $200,000 and had a mortgage note balance of $417,358 at December 31, 2010. The~~ Partnership ~~will use all the cash proceeds to pay $12,521 of accrued fees and expenses due to General Partner and affiliates. The Partnership~~’s internal ~~investment~~control ~~balance~~over ~~was~~financial ~~zero~~reporting atthat ~~the~~occurred ~~time~~during of the ~~sale~~quarter ~~and~~ended ~~the~~March ~~Partnership~~31, ~~incurred~~2012 ~~appraisal~~that ~~expenses~~materially ~~of $2~~affected,~~600,~~ ~~legal~~or ~~expenses~~are reasonably oflikely ~~$288 and has agreed~~ to ~~pay~~materially ~~the~~affect, ~~cost of~~ the ~~Local Limited~~ Partnership’s ~~final~~internal ~~tax~~control ~~return~~over atfinancial ~~a cost of $2,000~~reporting. Therefore, a gain of $7,633 will be recorded during the three months ended June 30, 2011. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture to the investors in the Partnership.

48Item 9B. Other Information

~~WNC HOUSING TAX CREDIT FUND II, L.P.~~NONE

~~(A California Limited Partnership)~~27

~~NOTES~~PART ~~TO FINANCIAL STATEMENTS – CONTINUED~~III.

~~For~~Item ~~The~~10. ~~Years Ended March 31~~Directors, ~~2011,~~Executive ~~2010~~Officers and ~~2009~~Corporate Governance

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

~~The~~Neither ~~Partnership also sold its Local Limited Partnership Interest in Wadley Housing, Ltd. (“Wadley”) to~~ the ~~Local~~ General Partner ~~for~~nor ~~$12,549. Wadley~~the ~~was~~Partnership has ~~appraised for $360~~directors,~~000~~ ~~and~~executives ~~had~~officers aor ~~mortgage~~employees ~~note balance~~ of ~~$418,290~~its ~~at December 31, 2010~~own. ~~The~~ ~~Partnership will use all the cash proceeds to pay $12,549 of accrued fees and expenses due to General Partner and affiliates.~~ The ~~Partnership’s~~business ~~investment balance was zero at the time~~ of the ~~sale and the~~ Partnership is ~~incurred~~conducted ~~appraisal~~primarily ~~expenses~~through ofAssociates. ~~$2,600,~~Associates ~~legal~~is ~~expenses of $288 and has agreed to pay the cost of the Local Limited Partnership’s final tax return at~~ a ~~cost~~California ofcorporation ~~$2,000. Therefore,~~which awas ~~gain~~organized ofin ~~$7,661 will be recorded during the three months ended June 30, 2011~~1971. No ~~cash~~The ~~distribution~~following biographical ~~will~~information beis ~~made~~presented tofor the ~~Limited~~officers ~~Partners~~and asemployees ~~a result~~ of ~~this~~Associates ~~sale. The~~with ~~Compliance~~principal ~~Period~~responsibility ~~has~~for ~~expired so there is no risk of tax credit recapture to~~ the ~~investors in the~~ Partnership’s affairs.

~~While~~Wilfred ~~appraisals~~N. ~~have~~Cooper, ~~been~~Sr. ~~performed~~Chairman onWilfred ~~substantially~~N. ~~all~~Cooper, ofJr. ~~the~~President, ~~Local~~Chief ~~Limited~~Executive ~~Partnerships,~~Officer ~~Airport~~and ~~Road~~Secretary ~~Associates,~~Michael ~~Limited~~J., ~~Am-Kent~~Gaber ~~Associates,~~Executive ~~Ltd.~~Vice President and ~~Elizabeth~~Chief ~~Square~~Operating ~~Associates~~Officer David N. Shafer, ~~Ltd~~Esq. ~~have~~Executive ~~all~~Vice ~~been~~President ~~identified~~Darrick ~~for~~Metz ~~disposition~~Senior asVice ofPresident ~~March~~– ~~31,~~Originations ~~2011~~Christine A. ~~Contracts are~~ ~~under~~Cormier ~~review~~Senior byVice ~~each~~President of– ~~the~~Fund ~~potential~~Management ~~purchasers~~Melanie ofR. ~~the~~Wenk, ~~Local~~CPA ~~Limited~~Vice ~~Partnerships~~President ~~Interest~~– ~~for~~Chief ~~both~~Financial ofOfficer ~~these~~Kelly ~~Local~~Henderson ~~Limited~~Senior ~~Partnerships. The~~Vice ~~Partnership~~President ~~estimates~~– aLegal ~~closing~~Affairs ~~date~~Anand ofKannan ~~August~~Senior ~~2011~~Vice ~~for~~President ~~the~~– ~~Local~~Development ~~Limited~~Paula ~~Partnership~~Hall ~~Interest~~Vice ~~sales~~President – Asset Management Gregory S. ~~The~~ ~~purchase~~Hand ~~price~~Vice isPresident ~~still~~– ~~under~~Acquisitions ~~negotiations~~Thomas F. Maxwell Vice President – Originations Kay L. Cooper Director of WNC & Associates, Inc. Jennifer E. Cooper Director of WNC & Associates, Inc.

49In 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~~Wilfred 9N. ~~Changes~~ Cooper, Sr., age 81, 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 ~~Disagreements~~1971, ~~with~~he ~~Accountants~~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 ~~Accounting~~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 ~~Financial~~a ~~Disclosure~~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.

~~NONE~~Wilfred N. Cooper, Jr., age 49, is President, Chief Executive Officer, Secretary, a Director, and a member of the Acquisition 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.

~~Item 9A. Controls and Procedures~~28

(Michael J. Gaber, age 45, is an Executive Vice President, Chief Operating Officer, chair of the Acquisition 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~~) Evaluation~~ large financial institution. Mr. Gaber is a member of ~~disclosure~~the ~~controls~~Housing Credit Group of NAHB and ~~procedures~~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.

AsDavid ofN. ~~the~~Shafer, ~~end~~age of59, ~~the~~is ~~period~~an ~~covered~~Executive ~~by this report~~Vice President, ~~the~~a ~~Partnership’s~~member ~~General~~of ~~Partner, under~~ the ~~supervision~~Acquisition Committee, and ~~with~~oversees the ~~participation~~New ofMarkets ~~the~~Tax ~~Chief~~Credit ~~Executive~~group, ~~Officer~~of ~~and~~WNC ~~Chief~~& ~~Financial Officer of~~ Associates, ~~carried~~Inc. Mr. ~~out~~Shafer anhas ~~evaluation~~been ofactive in the ~~effectiveness~~real ofestate ~~the~~industry ~~Partnership’s~~since ~~“disclosure~~1984. ~~controls~~Before ~~and~~joining ~~procedures”~~WNC as& ~~defined~~Associates, Inc. in ~~Securities~~1990, ~~Exchange~~he ~~Act~~was ofengaged as ~~1934~~an ~~Rules~~attorney ~~13a-15~~in ~~and~~the ~~15d-15.~~private ~~Based~~practice onof ~~that~~law ~~evaluation,~~with ~~the~~a ~~Chief~~specialty ~~Executive~~in ~~Officer~~real estate and ~~Chief~~taxation. ~~Financial~~Mr. ~~Officer~~Shafer ~~have~~is ~~concluded~~a ~~that,~~Director asand past President of the ~~end~~California Council of ~~the~~Affordable ~~period~~Housing, ~~covered~~a byDirector ~~this~~of ~~report,~~ the ~~Partnership’s~~Council ~~disclosure~~for ~~controls~~Affordable and ~~procedures~~Rural ~~were~~Housing ~~not~~and ~~effective~~a tomember of ~~ensure~~the ~~that~~State ~~material~~Bar ~~information~~of ~~required~~California. toMr. beShafer ~~disclosed~~graduated infrom the ~~Partnership’s~~University ~~periodic~~of ~~report~~California ~~filings~~at Santa Barbara in 1978 with ~~SEC~~a isBachelor of ~~recorded,~~Arts ~~processed~~degree, ~~summarized~~from ~~and~~the ~~reported~~New ~~within~~England ~~the~~School ~~time~~of ~~period~~Law ~~specified~~in by1983 ~~the~~with ~~SEC’s~~a ~~rules~~Juris ~~and~~Doctor ~~forms,~~degree ~~consistent~~(cum ~~with~~laude) and from the ~~definition~~University of ~~“disclosure~~San Diego ~~controls~~in ~~and~~1986 ~~procedures”~~with ~~under~~a ~~the~~Master ~~Securities~~of ~~Exchange~~Laws ~~Act~~degree ofin ~~1934~~taxation.

~~The~~Darrick ~~Partnership~~Metz, ~~must~~age ~~rely~~41, onis ~~the~~Senior ~~Local~~Vice ~~Limited~~President – ~~Partnerships~~Originations toof ~~provide~~WNC ~~the~~& ~~Partnership~~Associates, ~~with~~Inc. ~~certain~~He ~~information~~has ~~necessary~~been toinvolved ~~the~~in ~~timely~~multifamily ~~filing~~property ofunderwriting, ~~the~~acquisition ~~Partnership’s~~and investment ~~periodic~~activities ~~reports~~since 1991. ~~Factors~~Prior to joining WNC in ~~the~~1999, ~~accounting~~he atwas employed by a Minnesota development company specializing in tax credit and market rate multifamily projects. Mr. Metz also worked with the ~~Local~~Minnesota ~~Limited~~Housing ~~Partnerships~~Finance ~~have~~Agency ~~caused~~(“MHFA”), where ~~delays~~he inheld the ~~provision~~position of ~~such~~Senior ~~information~~Housing ~~during~~Development ~~past~~Officer. ~~reporting~~While ~~periods~~at MHFA, he was responsible for the allocation of tax credits, HOME funds and ~~resulted~~state loan products. Mr. Metz is active in the ~~Partnership~~Qualified Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and Economic Development Authority, a member of MHFA’s ~~inability~~Multifamily toTechnical ~~file~~Assistance ~~its~~and ~~periodic~~a board ~~reports~~member of NH&RA. He graduated from St. Cloud State University in 1993 with a ~~timely~~Bachelor ~~manner~~of Science degree in finance/economics.

~~Once~~Christine ~~the~~A. ~~Partnership~~Cormier, ~~has~~age ~~received~~53, ~~the~~is ~~necessary~~Senior ~~information~~Vice President ~~from~~– ~~the~~Fund ~~Local~~Management ~~Limited~~and, ~~Partnerships~~accordingly, ~~the~~oversees ~~Chief Executive Officer and~~ the ~~Chief~~fund ~~Financial~~management ~~Officer~~group, of ~~Associates~~WNC ~~believe~~& ~~that~~Associates, ~~the~~Inc. ~~material~~Ms. ~~information~~Cormier has ~~required~~been toactive ~~be disclosed~~ in the ~~Partnership’s~~real ~~periodic~~estate ~~report~~industry ~~filings~~since ~~with~~1985. ~~SEC~~Prior isto ~~effectively~~joining ~~recorded,~~WNC ~~processed~~in 2008, ~~summarized~~Ms. ~~and~~Cormier ~~reported,~~was ~~albeit~~with ~~not~~another inmajor atax ~~timely~~credit syndicator ~~manner.~~for ~~Going~~over ~~forward,~~12 ~~the~~years ~~Partnership~~where ~~will~~she ~~use~~was the ~~means~~Managing ~~reasonably~~Director ~~within~~of ~~its~~investor ~~power~~relations. toMs. ~~impose~~Cormier ~~procedures~~graduated ~~designed to obtain~~ from ~~the~~Bentley ~~Local~~University in ~~Limited~~1982 ~~Partnerships~~with ~~the~~a ~~information~~Bachelor ~~necessary~~of toScience ~~the~~degree ~~timely~~(summa ~~filing~~cum oflaude) ~~the~~in ~~Partnership’s~~accounting ~~periodic~~and ~~reports~~computer science.

~~(b) Management~~Melanie R. Wenk, age 43, is Vice President – Chief Financial Officer of WNC & Associates, Inc. She oversees WNC’s ~~annual~~corporate ~~report~~and onpartnership ~~internal~~accounting ~~control~~group, which ~~over~~is ~~financial~~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.

~~The~~Kelly ~~management~~Henderson, age 40, is Senior Vice President – Legal Affairs of WNC & Associates, Inc. She is responsible for ~~establishing~~structuring local limited partnership letters of understanding and ~~maintaining~~local ~~for~~limited ~~the~~partnership ~~Partnership~~agreements, ~~adequate~~coordinating ~~internal~~closings ~~control~~with ~~over~~outside ~~financial~~counsel ~~reporting~~and asreviewing ~~that~~local ~~term~~limited ispartnership ~~defined~~loan documents. Prior to joining WNC in ~~Securities~~2006, ~~Exchange~~she ~~Act~~was ofVice ~~1934~~President ~~Rules~~– ~~13a-15(f)~~Acquisitions and ~~15d-15(f),~~Senior ~~and~~Counsel ~~for~~with ~~performing~~a annational ~~assessment~~tax ofcredit syndicator. ~~the~~Ms. ~~effectiveness~~Henderson ofhas ~~internal~~been ~~control~~underwriting ~~over~~tax ~~financial~~credit ~~reporting~~properties assince 1999. She graduated from the State University of ~~March~~New York ~~31,~~at ~~2011.~~Geneseo ~~The~~in ~~internal~~1993 ~~control~~with ~~process~~a Bachelor of ~~Associates,~~Arts asdegree itin ispolitical ~~applicable~~science toand from the ~~Partnership,~~New ~~was~~England ~~designed~~School toof ~~provide~~Law ~~reasonable~~in ~~assurance~~1996 towith a ~~Associates~~Juris ~~regarding~~Doctor ~~the~~degree. ~~preparation~~She ~~and~~is ~~fair~~licensed ~~presentation~~to ofpractice ~~published~~law ~~financial~~in ~~statements,~~the ~~and~~States ~~includes~~of ~~those~~New ~~policies~~York and ~~procedures that:~~Massachusetts.

Anand Kannan, age 32, 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 (1previously Pacific Housing Advisors, Inc.), ~~Pertain~~where tohe developed or consulted on affordable housing projects across the ~~maintenance~~country. His expertise is in the acquisition and rehabilitation of ~~records~~existing low-income housing projects that inare ~~reasonable~~or ~~detail~~will ~~accurately~~be ~~and~~financed ~~fairly~~by ~~reflect~~tax-exempt ~~the~~bonds, ~~transactions~~tax credits, and other ~~dispositions~~government ofsubsidies. Prior to his tenure at Vitus Group, Mr. Kannan was associated with Novogradac & Company LLP. Mr. Kannan graduated from the ~~assets~~University of ~~the~~California ~~Partnership;~~at Berkeley in 2002 with a Bachelor of Arts degree in Economics with an emphasis in Accounting.

(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; and29

~~(3)~~Paula ~~Provide~~Hall, ~~reasonable~~age ~~assurance~~45, ~~regarding~~is ~~prevention~~Vice orPresident ~~timely~~– Asset ~~detection~~Management, a member of ~~unauthorized~~the ~~acquisition~~Acquisition Committee, ~~use~~and oroversees ~~disposition~~the asset management group, of ~~the~~WNC ~~Partnership’s~~& ~~assets~~Associates, ~~that~~Inc. She ~~could~~joined ~~have~~WNC in 1997 and has more than 21 years of property management experience. Ms. Hall is a ~~material~~Certified ~~effect~~Occupancy onSpecialist (CPO), ~~the~~Housing ~~financial~~Credit ~~statements~~Certified Professional (HCCP), and Certified Property Manager (CPM) candidate. Prior to joining WNC, she was a property manager for NHP Property Management (AIMCO) where she oversaw operations, training and development.

~~All~~Gregory ~~internal~~S. ~~control~~Hand, ~~processes~~age 48, nois ~~matter~~Vice ~~how~~President – ~~well~~Acquisitions, ~~designed~~and oversees the property underwriting activities, ~~have~~of ~~inherent~~the ~~limitations~~Irvine office of WNC & Associates, Inc. ~~Therefore~~Mr. Hand has been involved in real estate analysis, ~~even~~development ~~those~~and ~~processes~~management ~~determined~~since 1987. Prior to bejoining ~~effective~~WNC ~~can~~in ~~provide~~1998, ~~only~~he ~~reasonable~~was ~~assurance~~a portfolio ~~with~~asset ~~respect~~manager towith ~~the~~a ~~reliability~~national oftax ~~financial~~credit ~~statement~~sponsor ~~preparation~~with ~~and~~responsibility ~~presentation.~~for ~~Further,~~the ~~projections~~management of ~~any~~$200 ~~evaluation~~million ofin ~~effectiveness~~assets. Prior to ~~future~~that, ~~periods~~he ~~are~~was ~~subject~~a tofinance ~~the~~manager ~~risk~~with ~~that~~The ~~controls~~Koll ~~may~~Company ~~become~~and ~~inadequate~~a ~~because~~financial ofanalyst ~~changes~~with inThe ~~conditions~~Irvine orCompany. ~~that~~Mr. ~~the~~Hand ~~degree~~graduated offrom Iowa ~~compliance~~State University in 1987 with ~~the~~a ~~policies~~Bachelor orof ~~procedures~~Business ~~may~~Administration ~~deteriorate~~degree in finance.

~~Management~~Thomas ofF. ~~Associates~~Maxwell, ~~assessed~~age ~~the~~60, ~~effectiveness~~is ofVice ~~its~~President – ~~internal~~Originations ~~control~~of ~~over~~the ~~financial~~Northeast ~~reporting,~~Region. asHe ithas is17 ~~applicable~~years toof ~~the~~experience ~~Partnership,~~in ~~as of~~ the ~~end~~tax ofcredit ~~the~~industry, ~~Partnership’s~~and ~~most~~more ~~recent~~than ~~fiscal~~30 ~~year.~~years of In

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