UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 30, ~~2015~~2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

0-18405

(Commission File Number)

American Tax Credit Properties II L.P.

(Exact Name of Registrant as Specified in its Governing Instruments)

Delaware	13-3495678
(State or Other Jurisdiction of Organization)	(I.R.S. Employer Identification No.)


Richman Tax Credit Properties II L.P. 340 Pemberwick Road Greenwich, Connecticut	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code:	(203) 869-0900

Securities Registered Pursuant to Section 12(b) of the Act:

None	None
(Title of Each Class)	(Name of Each Exchange on Which Registered)

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 No X

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No X

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company X

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

Documents incorporated by reference:

Pages 14 through 33, 47 through 70 and 86 through 88 of the Registrant’'s prospectus dated May 10, 1989, as supplemented by Supplement No. 1 and Supplement No. 2 dated July 25, 1989 and September 18, 1989, respectively, filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, and filed as Exhibits hereto, are incorporated by reference into Part I of this Annual Report.

PART I

Item 1. Business.

General Development of Business and Narrative Description of Business

American Tax Credit Properties II L.P. (the "Registrant"), a Delaware limited partnership, was formed on October 26, 1988 to invest primarily in leveraged low-income multifamily residential complexes (the "Property" or "Properties") that qualified for the low-income housing tax credit (the "Low-income Housing Tax Credit") in accordance with Section 42 of the Internal Revenue Code (the “"IRC”"), through the acquisition of limited partner equity interests (the “"Local Partnership Interest" or "Local Partnership Interests”") in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties. The Local Partnerships hold their respective Properties in fee. Registrant initially invested in fifty such Local Partnerships, including one whose Property also qualified for the historic rehabilitation tax credit in accordance with IRC Section 47 (the “"Historic Rehabilitation Tax Credit”"). Registrant considers its activity to constitute a single industry segment.

Richman Tax Credit Properties II L.P. (the "General Partner"), a Delaware limited partnership, was formed on October 26, 1988 to act as the General Partner of Registrant. The general partner of the General Partner is Richman Tax Credits Inc. ("Richman Tax Credits"), a Delaware corporation that is wholly-owned by Richard Paul Richman. Richman Tax Credits is an affiliate of The Richman Group, Inc. ("Richman Group"), a Delaware corporation founded by Richard Paul Richman in 1988.

The Amendment No. 2 to the Registration Statement on Form S-11 was filed with the Securities and Exchange Commission (the "SEC") on April 21, 1989 pursuant to the Securities Act of 1933 under Registration Statement File No. 33-25337, and was declared effective on May 9, 1989. Reference is made to the prospectus dated May 10, 1989, as supplemented by Supplement No. 1 and Supplement No. 2 dated July 25, 1989 and September 18, 1989, respectively, filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act of 1933 (the "Prospectus"). Pursuant to Rule 12b-23 of the SEC’'s General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the description of Registrant's business set forth under the heading "Investment Objectives and Policies" at pages 47 through 70 of the Prospectus is hereby incorporated into this Annual Report by reference.

On June 14, 1989, Registrant commenced, through Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), the offering of up to 100,000 units of limited partnership interest (the "Units") at $1,000 per Unit to investors (the “"Limited Partners”"). On June 28, 1989, July 31, 1989 and September 22, 1989, the closings for 13,533, 20,560 and 21,653 Units, respectively, took place, amounting to aggregate Limited Partners’' capital contributions of $55,746,000.

Disposal of Local Partnership Interests

Registrant ishas been in the process of disposing of its remaining Local Partnership Interests. As of June 2620, ~~2015~~2016, Registrant owns ~~five~~one of the fifty Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of all then remaining Local Partnerships (the “"Local General Partners”") to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’'s intention to sell or assign Registrant’'s ~~remaining~~ Local Partnership ~~Interests.~~Interest Itin isLittleton ~~not~~Avenue ~~possible~~Community toVillage, ~~ascertain~~L.P. ~~the~~("Littleton"). ~~amount,~~Registrant ifdoes ~~any,~~not anticipate that ~~Registrant~~it will receive any proceeds in connection with ~~respect~~such tosale ~~each~~or ~~specific~~assignment ~~Property~~and ~~from~~may ~~such~~incur ~~sales~~certain orcosts ~~assignments~~in connection therewith. Registrant intends to dissolve after the final disposition of its ~~remaining~~ Local Partnership ~~Interests~~Interest in Littleton; there can be no assurance as to when ~~Registrant~~such ~~will~~final ~~dispose~~disposition ofwill ~~its remaining Local Partnership Interests~~occur.

Item 1. Business (Continued).

Financial Information About Industry Segments

Registrant is engaged solely in the business of owning a Local Partnership Interest in each of the Local Partnerships. A presentation of information regarding industry segments is not applicable and would not be material to an understanding of Registrant’'s business taken as a whole. See Item 8 below - Financial Statements and Supplementary Data.

Competition

Pursuant to Rule 12b-23 of the SEC’'s General Rules and Regulations promulgated under the Exchange Act, the description of Registrant's competition, general risks, tax risks and partnership risks set forth under the heading "Risk Factors" at pages 20 through 33 of the Prospectus is hereby incorporated into this Annual Report by reference.

Employees of Registrant

Registrant employs no personnel and incurs no payroll costs. All management activities of Registrant are conducted by the General Partner. Affiliates of the General Partner employ individuals who perform the management activities of Registrant. These entities also perform similar services for other affiliates of the General Partner.

Regulation

The following is a brief summary of certain regulations applicable to Registrant and is not, nor should it be considered, a full summary of the law or all related issues. Other than as set forth above and below, Registrant is not aware of any existing or probable federal, state or local governmental regulations, or any recent changes to such governmental regulations, which would have an effect on Registrant’'s business.

~~Four~~Littleton of the five remaining Properties owned by the Local Partnerships have a government funded rental subsidy that affords the low-income tenants the ability to reside at the Properties. During the period that a subsidy agreement between the United States Department of Housing and Urban Development (“HUD”) and a Local Partnership is in existence, the Local Partnership Interest of such Local Partnership may not be sold, and the Property may not be transferred by the Local Partnership to another entity, without HUD’s approval, which may be subject to ~~various~~restrictions ~~conditions.~~on ~~In particular,~~ the ~~transfer~~amount of ~~title~~annual ofcash ~~the~~distributions ~~Properties by the Local Partnerships is expected~~ to bepartners ~~required~~under ~~to be closed in escrow pending HUD approval. In addition, as a condition to certain disposals, Registrant anticipates that HUD will require~~ the ~~Local~~terms ~~Partnerships to dedicate resources to maintenance in order to correct deficiencies in the physical condition~~ of ~~the~~its ~~Properties.~~loan ~~Correction~~and ofregulatory ~~such deficiencies will probably require expenditures of significant amounts of funds, thus effectively reducing the amount of any net proceeds from the sale of the Property~~agreements. ~~There~~Registrant ~~can~~does ~~be no assurance that the governmental agencies will approve any of the requested transfers, that such approvals will be received in a timely manner or that other conditions will~~ not beanticipate ~~imposed for such approvals. The failure to obtain or a delay in obtaining~~ any ~~required~~future ~~approvals~~distributions ~~would~~from ~~have adverse consequences to the Limited Partners~~Littleton.

In the case of certain of the Local Partnerships, the local housing authority has the right, for a period of time, to find a purchaser for the Property prior to the Local General Partner beginning its own efforts to sell the Property. There can be no assurance that the local housing authorities will be successful in finding purchasers for such Properties, which may adversely impact the timing of Property sales.

Certain of the Local Partnerships are subject to restrictions on the amount of annual cash distributions to partners under the terms of such Local Partnerships’ loan, regulatory or other agreements.

Registrant is not aware of any non-compliance by the Local Partnerships with respect to federal, state and local provisions regulating the discharge of material into the environment or otherwise relating to the protection of the environment, and is not aware of any condition that would have a material effect on the capital expenditures or competitive position of Registrant.

Item 1A. Risk Factors.

~~Risks~~Registrant ~~Relating~~is toa ~~Registrant’s~~smaller ~~Business~~reporting company as defined by Rule 12b-2 of the Exchange Act and ~~Industry~~is not required to provide the information required under this Item.

There is no guarantee that the remaining Properties will be sold or, if sold, that Registrant would receive any proceeds.

As noted above in Item 1 - Business, in a prior year, Registrant served a demand on the Local General Partners of all then remaining Local Partnerships to commence a sale process to dispose of the Properties. However, the market of interested buyers of the Properties is limited. Some of the factors which negatively impact the marketability of the Properties, or equivalently, the Local Partnership Interests, include:

· the Extended Use Provisions; · the substantial remaining mortgage balances on the Properties, which are typically very near the initial balances as a result of the heavily subsidized debt of the Local Partnership and the lengthy (usually near 40-year) amortization period of the debt; and · poor economic conditions.

It is generally expected, therefore, that in the event a sale of a Property by a Local Partnership can be consummated, the net proceeds of such sale, after repayment of any outstanding debt and other liabilities, are not likely to be significant. Moreover, a portion of the net proceeds from the sale of a Property by a Local Partnership may be payable to the Local General Partner and/or affiliates thereof for prior operating advances and deferred fees. As such, there will likely not be significant proceeds, if any, upon a sale of a Property that will be available for distribution by the Local Partnership to Registrant. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. However, it is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.

The Local Partnerships may be required to continue to maintain the low-income nature of the Properties beyond the Compliance Period under agreements with state tax credit agencies.

As noted above in Item 1 - Business, certain of the Local Partnerships entered into agreements containing Extended Use Provisions with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period. Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.

Properties owned by the Local Partnerships are subject to certain risks relating to the real estate industry in general that are outside of the control of the Local Partnerships or Registrant and that may have an adverse effect on Registrant’s investment in such Local Partnerships.

Registrant’s investment in the Local Partnerships is subject to the risks associated with multi-family rental property and real estate in general, including retail, commercial and residential real estate. Such risks, which are subject to change and are not in the control of Registrant, include risks related to:

· the adverse use of adjacent or neighborhood real estate; · regulated rents, which may adversely impact rent increases; · utility allowances, which may adversely impact rents charged to tenants from year to year in certain locations; · the inability of tenants to pay rent in light of current market conditions; · changes in the demand for or supply of competing properties; · changes in state or local tax rates and assessments; · increases in utility charges;

Item 1A. Risk Factors (Continued).

· unexpected expenditures for repairs and maintenance; · the discovery of previously undetected environmentally hazardous conditions; · costs associated with complying with the Americans with Disabilities Act; · uninsured losses relating to real property or excessively expensive premiums for insurance coverage; · lawsuits from tenants or guests in connection with injuries that occur on the Properties; · changes in local economic conditions; and · changes in interest rates and the availability of financing (including changes resulting from current market conditions).

The occurrence of any of the above risks could have a negative impact on the operating results of such Properties and the respective Local Partnerships and, in turn, may render the sale or refinancing of the Properties difficult or unattractive, which could adversely affect Registrant’s investment in such Local Partnerships.

The modification or elimination of government rental subsidies on which the Local Partnerships rely would require the Local Partnerships to use existing funds or obtain additional funds to continue to operate the respective Properties. Because Registrant’s investments in the Local Partnerships are highly leveraged, it would be highly difficult to obtain such additional funds.

Four of the five remaining Properties owned by the Local Partnerships have a government funded rental subsidy, which affords the low-income tenants the ability to reside at the Properties. The Local Partnerships are extremely reliant on such subsidies. If the respective rental subsidy programs were to be materially modified or eliminated, the Local Partnerships’ rental revenue would likely be significantly reduced. To the extent that revenues are not sufficient to meet operating expenses and service the respective mortgages of the Properties, such Local Partnership would be required to use reserves and any other funds available to avoid foreclosure of the subject Property. Registrant’s investments in the Local Partnerships are highly leveraged, and there can be no assurance that additional funds would be available to any Local Partnership or Registrant, if needed. In addition, there can be no assurance that, when a Property is sold, the proceeds from a sale will be sufficient to pay the balance due on the mortgage loans or any other outstanding indebtedness to which the Local Partnership is subject.

Limited Partners may not be able to use all of the carried forward Low-income Housing Tax Credits.

While a limited exception is provided for Low-income Housing Tax Credits in the case of individuals, tax losses and credits allocated to a Limited Partner who is an individual, trust, estate or personal service corporation generally may be used to reduce the Limited Partner’s tax liability only to the extent that such liability arises from passive activities. Therefore, tax losses and credits allocated to such a Limited Partner are not expected to be available to offset tax liabilities that arise from salaries, dividends and interest and other forms of income. In addition, Low-income Housing Tax Credits cannot be used to offset alternative minimum tax. Accordingly, there is no guarantee that Limited Partners will be able to utilize all of the carried forward Low-income Housing Tax Credits.

Risks Relating to Ownership of Units of Limited Partnership Interest of Registrant

There is no existing market for the Units.

There is no trading market for Units and there are no assurances that any market will develop. In addition, the Units may be transferred only if certain requirements are satisfied, including requirements that such transfer would not impair Registrant’s tax status for federal income tax purposes and would not be a violation of federal or state securities laws. Accordingly, Limited Partners may not be able to sell their Units promptly and bear the economic risk of their investment for an indefinite period of time.

Item 1A. Risk Factors (Continued).

Under certain circumstances, Limited Partners of Registrant may incur out-of-pocket tax costs.

At some point, Registrant’s operations (including the sale or refinancing of the Properties owned by the Local Partnerships) may generate less cash flow than taxable income, and the income, as well as the income taxes payable with respect to Registrant’s taxable income, may exceed cash flow available for distribution to the Limited Partners in such years. This may result in an out-of-pocket tax cost to the Limited Partners. In addition, a Limited Partner may experience taxable gain on disposition of Units or upon a disposition of the Local Partnership Interests or of the Properties even though no cash is realized on the disposition; in such circumstances, the Limited Partners may experience an out-of-pocket tax cost.

Limited Partners of Registrant may not receive a return of a significant portion of their original capital investment in Registrant.

Although Registrant has made certain distributions to date (see discussion below in Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities), the Limited Partners have not received a return of a significant portion of their original capital. Accordingly, the only benefit of this investment may be the Low-income Housing Tax Credits and Historic Rehabilitation Tax Credits.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

The executive offices of Registrant and the General Partner are located at 340 Pemberwick Road, Greenwich, Connecticut 06831. Registrant does not own or lease any properties. Registrant pays no rent; all charges for leased space are borne by an affiliate of the General Partner.

Registrant initially acquired Local Partnership Interests in fifty Local Partnerships in 1989 and 1990. As discussed above in Item 1 - Business, the Compliance Period of all of the Local Partnerships had expired as of December 31, 2006 and, accordingly, Registrant ishas been in the process of disposing of its remaining Local Partnership Interests. As of June 2620, ~~2015~~2016, Registrant owns ~~five~~one of the fifty Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the Local General Partners of all then remaining Local Partnerships to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, ~~which~~it ~~Registrant~~is ~~intends~~the ~~will~~General ~~result~~Partner's inintention ato ~~termination~~sell ofor assign Registrant’'s ~~remaining~~99% Local Partnership ~~Interests~~Interest in Littleton. Registrant does not anticipate that it will receive any proceeds in connection with such sale or assignment and ~~ultimately~~may incur certain costs in connection therewith. Registrant intends to dissolve after the ~~dissolution~~final disposition of ~~Registrant~~its Local Partnership Interest in Littleton; there can be no assurance as to when such final disposition will occur.

In the event a sale of the remaining Properties cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s remaining Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. In addition, certain of the Local Partnerships entered into agreements with Extended Use Provisions with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period. While the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. There can be no assurance as to when the Local Partnerships will dispose of the Properties, when Registrant will dispose of the remaining Local Partnership Interests or the amount of proceeds which may be received in such dispositions. In addition to amounts that remain outstanding under the terms of the debt structure of the respective Local Partnerships, certain Local Partnerships have outstanding obligations to the Local General Partners and/or affiliates thereof for operating advances made over the years and for certain fees that were deferred.3

~~The~~Item ~~initial Local Partnership Interests were acquired by Registrant in 1989 and 1990~~2. Properties ~~Registrant owns a 99% Local Partnership Interest in the remaining Local Partnerships~~(Continued).

Name of Local Partnership Name of apartment complex Apartment complex location	Number of rental units		Capital contribution			Mortgage loans payable as of December 31, 2015				Subsidy (see footnotes)
1989 Westview Arms Limited Partnership (4), (15) Westview Arms Dumas, Arkansas		60	$	130,796		$	--	(4	)

2000-2100 Christian Street Associates (3), (17) Christian Street Apartments II Philadelphia, Pennsylvania		57		1,654,764			--	(3	)

Ann Ell Apartments Associates, Ltd. (3), (17) Ann Ell Apartments Miami Beach, Florida		54		1,411,983			--	(3	)

Auburn Hills Apartments Limited Partnership (3), (6) Auburn Hills Apartments Cabot, Arkansas		24		201,649			--	(3	)

Auburn Hills Townhouses Limited Partnership (3) Auburn Hills Townhouse Apartments Pontiac, Michigan		250		3,206,110			--	(3	)

Batesville Family, L.P. (3), (11) Westridge Apartments Batesville, Mississippi		48		160,741	⁽²⁾		--	(3	)

Browning Road Phase I, L.P. (3), (12) Browning Road Apartments, Phase I Greenwood, Mississippi		60		197,808			--	(3	)

Bruce Housing Associates, L.P. (3), (5) Bruce Family Apartments Bruce, Mississippi		40		122,814	⁽²⁾		--	(3	)

Canton Partners, L.P. (3), (11) Pecan Village Canton, Mississippi		48		380,199			--	(3	)

Carrington Limited Dividend Housing Association Limited Partnership (3) Carrington Place Farmington Hills, Michigan		100		1,058,976	⁽²⁾		--	(3	)

Christian Street Associates Limited Partnership (3), (17) Christian Street Apartments Philadelphia, Pennsylvania		72		2,610,886			--	(3	)

Cityside Apartments, Phase II, L.P. (3) Cityside Apartments Phase II Trenton, New Jersey		107		6,592,092			--	(3	)

Cleveland Square, Ltd. (3) Cleveland Square Apartments Cleveland, Texas		48		223,327			--	(3	)

Item 2. Properties (Continued).

Name of Local Partnership Name of apartment complex Apartment complex location	Number of rental units		Capital contribution			Mortgage loans payable as of December 31, 2015			Subsidy (see footnotes)
College Avenue Apartments Limited Partnership (3), (17) College Avenue Apartments Natchitoches, Louisiana		41	$	501,348		$	--	(3)

Corrigan Square, Ltd. (3) Corrigan Square Apartments Corrigan, Texas		96		372,833			--	(3)

DeQueen Villas Limited Partnership (3), (13) DeQueen Villas Apartments DeQueen, Arkansas		7		296,051			--	(3)

Dermott Villas Limited Partnership (3) Dermott Villas Dermott, Arkansas		32		272,802			--	(3)

Eagle View, Ltd. (3), (7) Eagle View Apartments Clearfield, Kentucky		14		102,850			--	(3)

Elm Hill Housing Limited Partnership (3) Elm Hill Housing Boston, Massachusetts		142		5,712,391			--	(3)

Eudora Manor Limited Partnership (3), (13) Eudora Manor Apartments Eudora, Arkansas		37		188,838			--	(3)

Forest Village Housing Partnership (3), (17) Forest Village Apartments Auburn, Washington		89		1,706,079			--	(3)

Harborside Housing Limited Partnership (3) Cal-View Apartments East Chicago, Indiana		255		1,789,434			--	(3)

Hill Com I Associates Limited Partnership (4), (14) Hill Com I Apartments Pittsburgh, Pennsylvania		67		887,635			--	(4)

Hill Com II Associates Limited Partnership (4), (14) Hill Com II Apartments Pittsburgh, Pennsylvania		48		683,172			--	(4)

Hughes Manor Limited Partnership (3) Hughes Manor Hughes, Arkansas		32		287,261			--	(3)

Ivy Family, L.P. (3), (5) Ivy Apartments Louisville, Mississippi		32		90,878	⁽²⁾		--	(3)

Item 2. Properties (Continued).

Name of Local Partnership Name of apartment complex Apartment complex location	Number of rental units		Capital contribution			Mortgage loans payable as of December 31, 2015			Subsidy (see footnotes)
Lakeside Housing Limited Partnership (4), (9) Lakeside Garden Apartments East Chicago, Indiana		312	$	3,147,863		$	--	(4)

Lawrence Road Properties, Ltd. (3), (11) Hillcrest Apartments Newton, Mississippi		24		83,013	⁽²⁾		--	(3)

Lexington Estates Ltd., A Mississippi Limited Partnership (3), (12) Lexington Estates Lexington, Mississippi		24		176,225			--	(3)

Littleton Avenue Community Village, L.P. Littleton Avenue Community Village Newark, New Jersey		102		3,087,138			4,303,080			(1	)

Lula Courts Ltd., L.P. (3), (12) Lula Courts Lula, Mississippi		24		176,645			--	(3)

Magee Elderly, L.P. (3), (11) Eastgate Manor Magee, Mississippi		24		150,952			--	(3)

Mirador del Toa Limited Partnership (3) Mirador del Toa Apartments Toa Alta, Puerto Rico		48		186,717	⁽²⁾		--	(3)

Nixa Heights Apartments, L.P. (3) Nixa Heights Apartments Nixa, Missouri		40		250,030			--	(3)

North Hills Farms Limited Partnership (3) North Hills Farms Apartments Pontiac, Michigan		525		3,443,762			--	(3)

Patton Place Limited Partnership (4), (16) Patton Street Apartments Springfield, Massachusetts		24		794,044			--	(4)

Plantersville Family, L.P. (3), (5) Regal Ridge Apartments Plantersville, Mississippi		24		152,268			--	(3)

Powelton Gardens Associates (3) Powelton Gardens Apartments West Philadelphia, Pennsylvania		25		782,958			--	(3)

Purvis Heights Properties, L.P. (3), (11) Pineview Apartments Purvis, Mississippi		40		128,419	⁽²⁾		--	(3)

Queen Lane Investors (3) Queen's Row Philadelphia, Pennsylvania		29		603,552	⁽²⁾		--	(3)

Item 2. Properties (Continued).

Four of the five remaining Local Partnerships receive rental subsidy payments under Section 8 of Title II of the Housing and Community Development Act of 1974 (“Section 8”) (see descriptions of the subsidies below). The subsidy agreements expire at various times. Since October 1997, HUD has issued a series of directives related to project based Section 8 contracts that define owners’ notification responsibilities, advise owners of project based Section 8 properties of what their options are regarding the renewal of Section 8 contracts, provide guidance and procedures to owners, management agents, contract administrators and HUD staff concerning renewal of Section 8 contracts, provide policies and procedures on setting renewal rents and handling renewal rent adjustments and provide the requirements and procedures for opting-out of a Section 8 project based contract. Registrant cannot predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs including the Section 8 program. Such changes could adversely affect the future net operating income before debt service (“NOI”) and debt structure of the Local Partnerships currently receiving such subsidy. The four Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Two of the four Local Partnerships entered into restructuring agreements in a prior year, resulting in changes to both rent subsidy and mandatory debt service.

Name of Local Partnership Name of apartment complex Apartment complex location	Number of rental units		Capital contribution			Mortgage loans payable as of December 31, 2015			Subsidy (see footnotes)
Renova Properties, L.P. (3), (5) Hymon Lucas Manor Renova, Mississippi		24	$	165,582		$	--	(3)

Santa Juanita Limited Dividend Partnership L.P. (3), (8) Santa Juanita Apartments Bayamon, Puerto Rico		45		584,117	⁽²⁾		--	(3)

Simpson County Family, L.P. (3), (5) Azalea Apartments Magee, Mississippi		24		211,823			--	(3)

Summers Village Limited Partnership (3), (7) Summers Village Apartments Summersville, West Virginia		24		194,674			--	(3)

Tchula Courts Apartments, L.P. (3), (12) Tchula Courts Apartments Tchula, Mississippi		24		150,984			--	(3)

The Pendleton (A Louisiana Partnership in Commendam) (3), (17) The Pendleton Shreveport, Louisiana		36		447,621			--	(3)

Trenton Heights Apartments, L.P. (3) Trenton Heights Apartments Trenton, Mississippi		40		100,434			--	(3)

Twin Pine Family, L.P. (3), (5) Twin Pine Apartments Louisville, Mississippi		24		163,172			--	(3)

Village Creek Limited Partnership (3), (10) Village Creek Apartments Arkadelphia, Arkansas		40		288,216			--	(3)

York Park Associates Limited Partnership (3) York Park Apartments Dundalk, Maryland		80		2,146,200			--	(3)

			$	48,460,126		$	4,303,080

(1)	The Local Partnership's debt structure includes a principal and interest payment subsidy.

(2)	Reflects amount attributable to Registrant only.

(3)	The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheets of the Local Partnerships as of December 31, 2015 and 2014 in Note 5 to the accompanying financial statements.

(4)	The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheet of the Local Partnerships as of December 31, 2015 in Note 5 to the accompanying financial statements.

Item 2. Properties (Continued).

							Mortgage
(5)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in January 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnerships.
Name of Local Partnership		Number					loans payable as of
(6)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in January 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnership.
Name of apartment complex		of rental		Capital			December 31,			Subsidy
(7)	Registrant sold its Local Partnership Interest to the Local General Partner or affiliates thereof in March 2014; the Local General Partners of such Local Partnerships are affiliates of each other. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
Apartment complex location		units		contribution			2014			(see footnotes)
(8)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in March 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
1989 Westview Arms Limited Partnership Westview Arms Dumas, Arkansas			60	$	130,796		$	--		(1a&c)
(9)	The Local Partnership sold its underlying Property in October 2014 but was not formally dissolved until 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnership.
2000-2100 Christian Street Associates (3), (18) Christian Street Apartments II Philadelphia, Pennsylvania			57		1,654,764			--	(3)
(10)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2014.
Ann Ell Apartments Associates, Ltd. (3), (18) Ann Ell Apartments Miami Beach, Florida			54		1,411,983			--	(3)
(11)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2014.
Auburn Hills Apartments Limited Partnership (4), (10) Auburn Hills Apartments Cabot, Arkansas			24		201,649			--	(4)
(12)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships for all of 2014.
Auburn Hills Townhouses Limited Partnership (3) Auburn Hills Townhouse Apartments Pontiac, Michigan			250		3,206,110			--	(3)
(13)	Registrant sold its Local Partnership Interest to unaffiliated entities in December 2014; such Local Partnerships have the same Local General Partners. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships for all of 2014.
Batesville Family, L.P. (4), (15) Westridge Apartments Batesville, Mississippi			48		160,741	(2)		--	(4)
(14)	Registrant sold its Local Partnership Interest to one of the Local General Partners in September 2015; such Local Partnerships have the same Local General Partners. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships through the date of sale (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein).
Browning Road Phase I, L.P. (4), (16) Browning Road Apartments, Phase I Greenwood, Mississippi			60		197,808			--	(4)
(15)	The Local Partnership sold its underlying Property in December 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2015 (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein).
Bruce Housing Associates, L.P. (4), (9) Bruce Family Apartments Bruce, Mississippi			40		122,814	(2)		--	(4)
Canton Partners, L.P. (4), (15) Pecan Village Canton, Mississippi			48		380,199			--	(4)
Carrington Limited Dividend Housing Association Limited Partnership (3) Carrington Place Farmington Hills, Michigan			100		1,058,976	(2)		--	(3)
Christian Street Associates Limited Partnership (3), (18) Christian Street Apartments Philadelphia, Pennsylvania			72		2,610,886			--	(3)
Cityside Apartments, Phase II, L.P. (3) Cityside Apartments Phase II Trenton, New Jersey			107		6,592,092			--	(3)
Cleveland Square, Ltd. (3), (6) Cleveland Square Apartments Cleveland, Texas			48		223,327			--	(3)

Item 2. Properties (Continued).

							Mortgage
(16)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partners in December 2015. The combined statement of operations of the Local Partnerships for the year ended December 31, 2015 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2015 (see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, herein).
Name of Local Partnership		Number					loans payable as of
(17)	Capital contribution includes voluntary advances made to the Local Partnership.
Name of apartment complex		of rental		Capital			December 31,			Subsidy
Apartment complex location		units		contribution			2014			(see footnotes)
College Avenue Apartments Limited Partnership (3), (18) College Avenue Apartments Natchitoches, Louisiana			41	$	501,348		$	--	(3)
Corrigan Square, Ltd. (3), (6) Corrigan Square Apartments Corrigan, Texas			96		372,833			--	(3)
DeQueen Villas Limited Partnership (4), (17) DeQueen Villas Apartments DeQueen, Arkansas			37		296,051			--	(4)
Dermott Villas Limited Partnership (3) Dermott Villas Dermott, Arkansas			32		272,802			--	(3)
Eagle View, Ltd. (4), (11) Eagle View Apartments Clearfield, Kentucky			14		102,850			--	(4)
Elm Hill Housing Limited Partnership (3) Elm Hill Housing Boston, Massachusetts			142		5,712,391			--	(3)
Eudora Manor Limited Partnership (4), (17) Eudora Manor Apartments Eudora, Arkansas			37		188,838			--	(4)
Forest Village Housing Partnership (3), (18) Forest Village Apartments Auburn, Washington			89		1,706,079			--	(3)
Harborside Housing Limited Partnership (3) Cal-View Apartments East Chicago, Indiana			255		1,789,434			--	(3)
Hill Com I Associates Limited Partnership Hill Com I Apartments Pittsburgh, Pennsylvania			67		887,635			1,130,032		(1a,c&d)
Hill Com II Associates Limited Partnership Hill Com II Apartments Pittsburgh, Pennsylvania			48		683,172			938,031		(1a,c&d)
Hughes Manor Limited Partnership (3) Hughes Manor Hughes, Arkansas			32		287,261			--	(3)
Ivy Family, L.P. (4), (9) Ivy Apartments Louisville, Mississippi			32		90,878	(2)		--	(4)

Item 2. Properties (Continued).

						Mortgage
Name of Local Partnership	Number					loans payable as of
Name of apartment complex	of rental		Capital			December 31,			Subsidy
Apartment complex location	units		contribution			2014			(see footnotes)
Lakeside Housing Limited Partnership (13) Lakeside Garden Apartments East Chicago, Indiana		312	$	3,147,863		$	--
Lawrence Road Properties, Ltd. (4), (15) Hillcrest Apartments Newton, Mississippi		24		83,013	(2)		--	(4)
Lexington Estates Ltd., A Mississippi Limited Partnership (4), (16) Lexington Estates Lexington, Mississippi		24		176,225			--	(4)
Littleton Avenue Community Village, L.P. Littleton Avenue Community Village Newark, New Jersey		102		3,087,138			4,303,080			(1b	)
Lula Courts Ltd., L.P. (4), (16) Lula Courts Lula, Mississippi		24		176,645			--	(4)
Magee Elderly, L.P. (4), (15) Eastgate Manor Magee, Mississippi		24		150,952			--	(4)
Mirador del Toa Limited Partnership (3) Mirador del Toa Apartments Toa Alta, Puerto Rico		48		186,717	(2)		--	(3)
Nixa Heights Apartments, L.P. (3) Nixa Heights Apartments Nixa, Missouri		40		250,030			--	(3)
North Hills Farms Limited Partnership (3), (5) North Hills Farms Apartments Pontiac, Michigan		525		3,443,762			--	(3)
Patton Place Limited Partnership Patton Street Apartments Springfield, Massachusetts		24		794,044			376,362		(1a&c)
Plantersville Family, L.P. (4), (9) Regal Ridge Apartments Plantersville, Mississippi		24		152,268			--	(4)
Powelton Gardens Associates (3) Powelton Gardens Apartments West Philadelphia, Pennsylvania		25		782,958			--	(3)
Purvis Heights Properties, L.P. (4), (15) Pineview Apartments Purvis, Mississippi		40		128,419	(2)		--	(4)
Queen Lane Investors (4), (7) Queen’s Row Philadelphia, Pennsylvania		29		603,552	(2)		--	(4)

Item 2. Properties (Continued).

						Mortgage
Name of Local Partnership	Number					loans payable as of
Name of apartment complex	of rental		Capital			December 31,			Subsidy
Apartment complex location	units		contribution			2014			(see footnotes)
Renova Properties, L.P. (4), (9) Hymon Lucas Manor Renova, Mississippi		24	$	165,582		$	--	(4)
Santa Juanita Limited Dividend Partnership L.P. (4), (12) Santa Juanita Apartments Bayamon, Puerto Rico		45		584,117	(2)		--	(4)
Simpson County Family, L.P. (4), (9) Azalea Apartments Magee, Mississippi		24		211,823			--	(4)
Summers Village Limited Partnership (4), (11) Summers Village Apartments Summersville, West Virginia		24		194,674			--	(4)
Tchula Courts Apartments, L.P. (4), (16) Tchula Courts Apartments Tchula, Mississippi		24		150,984			--	(4)
The Pendleton (A Louisiana Partnership in Commendam) (3), (18) The Pendleton Shreveport, Louisiana		36		447,621			--	(3)
Trenton Heights Apartments, L.P. (3), (8) Trenton Heights Apartments Trenton, Mississippi		40		100,434			--	(3)
Twin Pine Family, L.P. (4), (9) Twin Pine Apartments Louisville, Mississippi		24		163,172			--	(4)
Village Creek Limited Partnership (4), (14) Village Creek Apartments Arkadelphia, Arkansas		40		288,216			--	(4)
York Park Associates Limited Partnership (3) York Park Apartments Dundalk, Maryland		80		2,146,200			--	(3)
			$	48,460,126		$	6,747,505

(1)	Description of Subsidies:
	(a)	Section 8 of Title II of the Housing and Community Development Act of 1974 allows qualified low-income tenants to pay thirty percent of their monthly income as rent with the balance paid by the federal government.
	(b)	The Local Partnership's debt structure includes a principal and interest payment subsidy.
	(c)	The Local Partnership’s Section 8 contracts, certain of which cover only certain rental units, are subject to renewal under applicable HUD guidelines.
	(d)	The Local Partnership entered into a restructuring agreement of its Section 8 contracts and debt structure under applicable HUD guidelines in a prior year.

Item 2. Properties (Continued).

	(2)	Reflects amount attributable to Registrant only.
	(3)	The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheets of the Local Partnerships as of December 31, 2014 and 2013 in Note 5 to the accompanying financial statements.
	(4)	The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheet of the Local Partnerships as of December 31, 2014 in Note 5 to the accompanying financial statements.
	(5)	The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheet of the Local Partnerships as of December 31, 2014 and 2013 in Note 5 to the accompanying financial statements (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
	(6)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in March 2013; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2013 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships through the date of sale.
	(7)	The Local Partnership sold its underlying Property in June 2013. The combined statement of operations of the Local Partnerships for the year ended December 31, 2013 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
	(8)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in November 2013. The combined statement of operations of the Local Partnerships for the year ended December 31, 2013 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
	(9)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in January 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnerships.
	(10)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in January 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements does not include any results of operations for such Local Partnership.
	(11)	Registrant sold its Local Partnership Interest to the Local General Partner or affiliates thereof in March 2014; the Local General Partners of such Local Partnerships are affiliates of each other. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
	(12)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in March 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.
	(13)	The Local Partnership sold its underlying Property in October 2014 and continues in existence as of December 31, 2014 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
	(14)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2014 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).

Item 2. Properties (Continued).

	(15)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2014 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
	(16)	Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in December 2014; such Local Partnerships have the same Local General Partner. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships for all of 2014 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
	(17)	Registrant sold its Local Partnership Interest to entities not affiliated with the Local General Partners in December 2014; such Local Partnerships have the same Local General Partners. The combined statement of operations of the Local Partnerships for the year ended December 31, 2014 included in Note 5 to the accompanying financial statements includes results of operations for such Local Partnerships for all of 2014 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
	(18)	Capital contribution includes voluntary advances made to the Local Partnership.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

139

PART II

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

Market Information and Holders

There is no established public trading market for the Units. Accordingly, accurate information as to the market value of a Unit at any given date is not available. The number of record holders of Units as of June 158, ~~2015~~2016 was approximately 2,~~073~~061, holding an aggregate of 55,746 Units.

Registrant may provide an estimate of value to Unit holders from time to time in Registrant's reports to Limited Partners. Estimated values for limited partnership interests may also be provided by independent valuation services, whose estimated values are based on financial and other information available to them. The estimated values provided by the independent services and Registrant, which may differ, are not market values and Unit holders may not be able to sell their Units or realize either amount upon a sale of their Units. Unit holders may not realize such estimated values upon the liquidation of Registrant.

Distributions

Registrant owns a Local Partnership Interest in Local Partnerships that are the owners of Properties that are leveraged and receive government assistance in various forms of rental and debt service subsidies. The distribution of cash flow generated by the Local Partnerships may be restricted, as determined by each Local Partnership's financing and subsidy agreements. Although Registrant does not anticipate that it will provide significant cash distributions to its Limited Partners in the future, Registrant was required to pay nonresident state withholding taxes of $31,810 on behalf of certain of the Limited Partners in April 2014 in connection with gains recognized by a Local Partnership for the year ended December 31, 2013. Registrant made a distribution to the Limited Partners in the amount of approximately $50 per Unit in July 2014 to Unit holders of record as of June 27, 2014.; ~~The~~the $50 per Unit includes the nonresident state withholding taxes referred to above. Lakeside Housing Limited Partnership (“"Lakeside Housing”") was required to pay nonresident state withholding taxes of $258,043 on behalf of the Limited Partners in March 2015 in connection with gains recognized by Lakeside Housing for the year ended December 31, 2014 ~~(see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein)~~. Registrant made a distribution to the Limited Partners in the amount of approximately $75 per Unit in April 2015 to Unit holders of record as of February 28, 2015. Registrant holds cash and liquid investments as of June 2316, ~~2015~~2016 of approximately $3,~~737~~867,000. After deducting future expenses and reserves, the balance is expected to be distributed to the Limited Partners in the future. There can be no assurance as to the amount and timing of such distribution, if any. ~~There were no cash distributions to the Limited Partners during the year ended March 30, 2014.~~

Low-income Housing Tax Credits and Historic Rehabilitation Tax Credits (collectively, the “"Tax Credits”"), which are subject to various limitations, may be used by the Limited Partners to offset federal income tax liabilities. Registrant generated total Tax Credits from investments in Local Partnerships of approximately $1,499 per Unit, net of circumstances which have given rise to recapture. The Ten Year Credit Period with respect to all of the Properties was fully exhausted as of December 31, 2005 and the Compliance Periods of the Local Partnerships had expired as of December 31, 2006. In a prior year, Registrant served a demand on the Local General Partners of all then remaining Local Partnerships to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’'s intention to sell or assign Registrant’'s ~~remaining~~ Local Partnership ~~Interests~~Interest in Littleton. ItRegistrant isdoes not ~~possible~~anticipate tothat ~~ascertain~~it ~~the~~will ~~amount,~~receive if any, ~~that~~proceeds ~~Registrant~~in ~~will~~connection ~~receive~~ with ~~respect~~such tosale ~~each~~or ~~specific~~assignment ~~Property~~and ~~from~~may ~~such~~incur ~~sales~~certain orcosts ~~assignments~~in connection therewith.

Recent Sales of Unregistered Securities

None.

Item 6. Selected Financial Data.

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

1410

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

Capital Resources and Liquidity

Registrant admitted limited partners (the “"Limited Partners”") in three closings with aggregate Limited Partners’' capital contributions of $55,746,000. In connection with the offering of the sale of units (the “"Units”"), Registrant incurred organization and offering costs of approximately $6,534,000 and established a working capital reserve of approximately $3,345,000. The remaining net proceeds of approximately $45,867,000 (the “"Net Proceeds”") were available to be applied to the acquisition of limited partner interests (the “"Local Partnership Interest" or "Local Partnership Interests”") in partnerships (the “"Local Partnership" or "Local Partnerships”") that own low-income multifamily residential complexes (the “"Property”" or “"Properties”") that qualified for the low-income housing tax credit (the “"Low-income Housing Tax Credit”") in accordance with Section 42 of the Internal Revenue Code (the “"IRC”"); one Local Partnership owned a Property that also qualified for the historic rehabilitation tax credit in accordance with IRC Section 47. The Net Proceeds were utilized in acquiring a Local Partnership Interest in fifty Local Partnerships. As of June 20, 2016, Registrant owns one of the fifty Local Partnership Interests initially acquired, Littleton Avenue Community Village, L.P. ("Littleton").

As of March 30, ~~2015~~2016, Registrant has cash and cash equivalents and investment in Pemberwick Fund, a short duration bond fund (“"Pemberwick”") totaling $74,~~149~~024,~~873~~433, which is available for operating expenses of Registrant and circumstances that may arise in connection with ~~the Local Partnerships~~Littleton. In addition, Registrant received $869,404 in April 2015 in connection with Lakeside Housing Limited Partnership’s (“Lakeside Housing”) sale of its underlying Property (see discussion below under Results of Operations and Local Partnership Matters). Future sources of Registrant funds are expected to be primarily from interest earned on working capital ~~and limited cash distributions from Local Partnerships~~. In addition, although it is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Local Partnership, Registrant may be entitled to sales proceeds of certain Local Partnerships’ Properties and may receive proceeds in the event of a sale of its remaining Local Partnership Interests.

During the year ended March 30, ~~2015~~2016, Registrant received cash from interest revenue, proceeds from the sale of certain Local Partnership Interests and one Property (see discussion below under ~~Results of Operations and~~ Local Partnership Matters), ~~redemptions from Pemberwick~~ and ~~distributions~~redemptions from ~~Local Partnerships~~Pemberwick, and utilized cash for operating expenses, investments in Pemberwick and distributions to partners. Cash and cash equivalents and investment in Pemberwick ~~increased~~decreased, in the aggregate, by approximately $~~625~~3,125,000 during the year ended March 30, ~~2015~~2016 (which includes the reclassification of unrealized gain on investment in Pemberwick of approximately $93,000 and an unrealized loss on investment in Pemberwick of approximately $63,000)., ~~Payable~~primarily as the result of distributions to ~~general~~partners ~~partner~~of ~~and~~approximately ~~affiliates~~$4,223,000. Payable ~~represents~~to ~~accrued~~general ~~administration~~partner and ~~management~~affiliates ~~fees~~ in the accompanying balance sheet as of March 30, ~~2015~~2016 represents accrued administration and management fees.

Results of Operations

Registrant’'s operating results are dependent, in part, upon the operating results of the Local Partnerships and are impacted by the Local Partnerships’' policies. In addition, the operating results herein are not necessarily the same for tax reporting. Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting. Accordingly, the investment is carried at cost and is adjusted for Registrant's share of each Local Partnership's results of operations and by cash distributions received. In the event the operations of a Local Partnership result in a loss, equity in loss of each investment in Local Partnership allocated to Registrant is recognized to the extent of Registrant’'s investment balance in each Local Partnership. Equity in loss in excess of Registrant’'s investment balance in a Local Partnership is allocated to other partners’' capital in any such Local Partnership. However, the combined statements of operations of the Local Partnerships reflected in Note 5 to Registrant’'s financial statements include the operating results of all remaining Local Partnerships in which Registrant owned an interest during the periods, irrespective of Registrant’'s investment balances (see discussion above in Item 2 - Properties). As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships’' Properties and/or Registrant’'s Local Partnership Interests, Registrant’'s investment in local partnerships reached a zero balance in a prior year.

Cumulative losses and cash distributions in excess of investment in local partnerships may result from a variety of circumstances, including a Local Partnership's accounting policies, subsidy structure, debt structure and operating deficits, among other things. Accordingly, cumulative losses and cash distributions in excess of the investment are not necessarily indicative of adverse operating results of a Local Partnership.

Registrant’'s operations for the years ended March 30, ~~2015~~2016 and ~~2014~~2015 resulted in net income of $4176,~~518,605~~387 and $~~177~~4,~~493~~518,605, respectively. The ~~increase~~decrease is primarily attributable to (i) ana ~~increase~~decrease in gain on sale of limited partner interests/local partnership properties of approximately $4,~~625~~300,000, ~~and~~ (ii) a decrease in ~~administration~~interest revenue of approximately $35,000 and ~~management~~(iii) ~~fees~~a decrease in ~~the~~other ~~aggregate~~income from local partnerships of approximately $6823,000,. ~~all~~Although ~~partially~~total ~~offset~~operating byexpenses aremained ~~decrease~~consistent from year to year, administration and management fees decreased, in ~~other~~the ~~income~~aggregate, ~~from~~by ~~local~~approximately ~~partnerships~~$78,000 and State of New Jersey filing fees increased by approximately $~~358~~65,000. Other comprehensive loss for the year ended March 30, ~~2015~~2016 resulted from the reclassification of unrealized gain on investment in Pemberwick of $93,~~383~~492 and an unrealized loss on investment in Pemberwick of $52,~~712~~838.

1511

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

The remaining Local Partnerships’' net income of approximately $888,~~402,~~000 for the year ended December 31, ~~2014~~2015 includes gain on sale of property of approximately $8826,~~820,~~000, depreciation and amortization expense of approximately $1514,~~312,~~000 and interest on non-mandatory debt of approximately $~~290~~241,000, and does not include principal payments on permanent mortgages of approximately $~~515~~46,000. The remaining Local Partnerships’' net income of approximately $18,~~036~~402,000 for the year ended December 31, ~~2013~~2014 includes gain on sale of property of approximately $28,~~043~~820,000, depreciation and amortization expense of approximately $1,~~851~~312,000 and interest on non-mandatory debt of approximately $~~310~~290,000, and does not include principal payments on permanent mortgages of approximately $~~648~~515,000. The results of operations of the Local Partnerships for the year ended December 31, ~~2014~~2015 are not ~~necessarily~~ indicative of results that may be expected in future periods. Revenue and expense fluctuations from ~~2013~~2014 to ~~2014~~2015 have resulted ~~primarily~~ from Registrant’'s sales of Local Partnership Interests and certain Local Partnerships’' Property sales.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Housing Tax Credits to the Limited Partners, has been completed. The relevant state tax credit agency allocated each of the Local Partnerships an amount of Low-income Housing Tax Credits, which are generally available for a ten year period from the year the Property is placed in service (the “"Ten Year Credit Period”"). The Ten Year Credit Period was fully exhausted with respect to all of the Properties as of December 31, 2005. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the "Compliance Period"). The Compliance Period of all of the Local Partnerships had expired as of December 31, 2006. In addition, certain of the Local Partnerships entered into agreements with the relevant state tax credit agencies whereby the Local Partnerships must maintain the low-income nature of the Properties for a period which exceeds the Compliance Period (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period (the “"Extended Use Provisions”"). Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. Registrant ishas been in the process of disposing of its remaining Local Partnership Interests. As of June 2620, ~~2015~~2016, Registrant owns ~~five~~one of the fifty Local Partnership Interests initially acquired. In a prior year, Registrant served a demand on the general partners of all then remaining Local Partnerships (the “"Local General Partners”") to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’'s intention to sell or assign Registrant’'s ~~remaining~~ Local Partnership ~~Interests~~Interest in Littleton. ItRegistrant isdoes ~~uncertain~~not asanticipate tothat ~~the~~it ~~amount,~~will ifreceive any, ~~that~~proceeds ~~Registrant~~in ~~will~~connection ~~receive~~ with ~~respect~~such tosale ~~each~~or ~~specific~~assignment ~~Property~~and ~~from~~may ~~such~~incur ~~sales~~certain orcosts ~~assignments~~in connection therewith. Registrant intends to dissolve after the final disposition of its ~~remaining~~ Local Partnership ~~Interests~~Interest in Littleton; there can be no assurance as to when ~~Registrant~~such ~~will~~final ~~dispose~~disposition ofwill ~~its remaining Local Partnership Interests~~occur.

~~The~~Littleton ~~remaining~~owns ~~Properties~~a ~~are~~102 ~~principally~~unit ~~comprised of~~ subsidized and leveraged low-income multifamily residential ~~complexes~~complex located in ~~Arkansas~~Newark, ~~Massachusetts,~~ New Jersey ~~and Pennsylvania~~. ~~Four~~The ofnon-mandatory ~~the~~mortgages ~~five remaining Local Partnerships receive rental subsidy payments under Section 8~~ of ~~Title~~Littleton IImatured ofin ~~the~~October ~~Housing~~2006 ~~and~~but ~~Community~~have ~~Development~~not ~~Act~~been ofrepaid ~~1974~~or ~~("Section~~formally ~~8”)~~extended. ~~The~~During ~~subsidy~~the ~~agreements~~year ~~expire~~ended atMarch ~~various~~30, ~~times. Since October 1997~~2015, the ~~United~~first ~~States~~mortgage ~~Department~~holder ~~of Housing and Urban Development~~ (~~“HUD”~~the "Lender") ~~has~~ issued a ~~series~~declaration of ~~directives~~default ~~related~~demanding toLittleton's ~~project~~immediate ~~based~~payment ~~Section 8 contracts that define owners’ notification responsibilities, advise owners~~ of ~~project~~an ~~based~~amount ~~Section~~in 8excess ~~properties~~ of ~~what~~$6.5 ~~their~~million. ~~options~~Such ~~are~~amount ~~regarding~~includes ~~the~~all ~~renewal~~unpaid ofprincipal ~~Section 8 contracts, provide guidance~~ and ~~procedures~~accrued interest to ~~owners,~~date ~~management agents, contract administrators~~ and ~~HUD~~amounts ~~staff~~for ~~concerning~~real ~~renewal~~estate oftax ~~Section~~liens 8that ~~contracts,~~had ~~provide~~been ~~policies~~sold ~~and~~to ~~procedures~~third onparties ~~setting renewal rents~~ and ~~handling~~were ~~renewal~~redeemed ~~rent~~by ~~adjustments and provide~~ the ~~requirements and procedures for opting-out of a Section 8 project based contract~~Lender. ~~Registrant~~Unpaid ~~cannot~~principal ~~predict legislative initiatives~~ and ~~governmental~~accrued ~~budget~~interest ~~negotiations,~~on the ~~outcome~~second ofmortgage ~~which~~as ~~could~~of ~~result~~March in30, a2016 ~~reduction~~is in ~~funds~~excess ~~available~~of ~~for~~$3.1 ~~the~~million. ~~various~~Littleton's ~~federal~~Local ~~and~~General ~~state~~Partner ~~administered~~reports ~~housing~~that ~~programs~~a ~~including~~refinancing ~~the~~of ~~Section 8 program. Such changes could adversely affect~~ the ~~future~~mortgages ~~net~~is ~~operating~~unlikely ~~income before debt service (“NOI”)~~ and ~~debt structure of~~ the ~~Local~~Lender ~~Partnerships~~has ~~currently~~issued ~~receiving~~a ~~such~~request ~~subsidy.~~for ~~The~~offers ~~four Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject~~ to ~~renewal~~purchase ~~under~~the ~~applicable~~first ~~HUD guidelines~~mortgage. ~~Two~~Registrant ofhas ~~the~~no ~~four~~legal ~~Local~~obligation ~~Partnerships entered into restructuring agreements in a prior year, resulting in changes~~ to ~~both~~fund ~~rent~~any ~~subsidy~~of ~~and~~Littleton's ~~mandatory~~operating ~~debt service~~deficits.

~~The~~During ~~remaining~~the ~~Local~~year ~~Partnerships~~ended ~~have~~March ~~various~~30, ~~financing~~2016, ~~structures~~Registrant ~~which~~sold ~~include~~its ~~(i)~~Local ~~required~~Partnership ~~debt~~Interests ~~service~~in ~~payments~~Hill ~~(“Mandatory~~Com ~~Debt~~I ~~Service”)~~Associates ~~and~~Limited ~~(ii)~~Partnership ~~debt~~and ~~service~~Hill ~~payments~~Com ~~which~~II ~~are~~Associates ~~payable~~Limited ~~only~~Partnership ~~from~~(collectively ~~available~~the ~~cash~~"Hill ~~flow~~Com ~~subject~~Local Partnerships") to one of the ~~terms~~Local ~~and~~General ~~conditions~~Partners of the ~~notes,~~Hill ~~which~~Com ~~may~~Local bePartnerships; ~~subject~~there towere ~~specific~~no ~~laws,~~proceeds ~~regulations~~in ~~and~~connection ~~agreements~~ with ~~appropriate~~the ~~federal and state agencies (“Non-Mandatory Debt Service or Interest")~~sale. ~~Registrant~~The ~~has~~Hill noCom ~~legal~~Local ~~obligation~~Partnerships tohave ~~fund any operating deficits of~~ the same Local ~~Partnerships~~General Partners.

16During the year ended March 30, 2016, Registrant sold its Local Partnership Interest in Patton Place Limited Partnership ("Patton Place") to an affiliate of the Local General Partners of Patton Place. Registrant received $45,000 in connection with the sale; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2016.

During the year ended March 30, 2016, 1989 Westview Arms Limited Partnership ("Westview Arms") sold its underlying Property to an unaffiliated entity. Registrant received $378,124 in connection with the sale; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2016. Westview Arms has since been dissolved.

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

During the year ended March 30, 2013, Registrant sold its Local Partnership Interest in North Hills Farms Limited Partnership (“North Hills Farms”) to affiliates of the Local General Partners of North Hills Farms for $3,586,431 under the terms of a purchase agreement (the “North Hills Farms Purchase Agreement”). Registrant recognized a gain of $2,185,051 in connection with the sale. During the year ended March 30, 2014, after further resolution of the accounts of North Hills Farms under the terms of the North Hills Farms Purchase Agreement, the sale price was increased by $28,364; such amount is included in due from local partnerships in the accompanying balance sheet as of March 30, 2014 and was recorded as gain on sale of limited partner interests/local partnership properties for the year then then ended. The adjustment to the sale price was later reduced by $7,544; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2015.

During the year ended March 30, 2015, Registrant sold its Local Partnership Interest in Village Creek Limited Partnership (“Village Creek”) to an affiliate of the Local General Partner of Village Creek; there were no proceeds in connection with the sale. However, Registrant received $12,000 for distributions that were due to Registrant under the terms of the Village Creek partnership agreement. Such amount is included in other income from local partnerships in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2015.

During the year ended March 30, 2015, Registrant sold its Local Partnership Interests in Batesville Family, L.P. (“Batesville Family”), Canton Partners, L.P., Lawrence Road Properties, Ltd. (“Lawrence Road”), Magee Elderly, L.P. and Purvis Heights Properties, L.P. (“Purvis Heights”) to an affiliate of the Local General Partner of such Local Partnerships for a total of $58,095; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2015. In addition, Registrant received $4,683 for distributions that were due to Registrant under the terms of the partnership agreements of such Local Partnerships; such amount is included in other income from local partnerships in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2015. Such Local Partnerships have the same Local General Partner. The 99% Local Partnership Interests in Batesville Family, Lawrence Road and Purvis Heights were acquired along with American Tax Credit Properties III L.P. (“ATCP III”), an investment partnership whose general partner is an affiliate of the General Partner, whereby Registrant owned 37.25%. ATCP III sold its interest in Batesville Family, Lawrence Road and Purvis Heights as part of the same transaction.

During the year ended March 30, 2015, Lakeside Housing sold its underlying Property to an unaffiliated entity. Registrant received $4,375,493 in connection with the sale, of which $869,404 was received in April 2015 and is reflected as due from local partnerships in the accompanying balance sheet as of March 30, 2015. In addition, Lakeside Housing was required to pay taxes directly to the State and County in which the Property is located totaling $260,650 on behalf of the partners of Registrant; such amount is included in distributions to partners in the accompanying financial statements as of and for the year ended March 30, 2015. Registrant recognized a gain on the sale of $4,636,143; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2015. Lakeside Housing has since been dissolved.

During the year ended March 30, 2015, Registrant sold its Local Partnership Interests in Browning Road Phase I, L.P., Lexington Estates Ltd., A Mississippi Limited Partnership, Lula Courts Ltd., L.P. and Tchula Courts Apartments, L.P. to an affiliate of the Local General Partner of such Local Partnerships for a total of $15,000; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2015. Such Local Partnerships have the same Local General Partner.

During the year ended March 30, 2015, Registrant sold its Local Partnership Interests in DeQueen Villas Limited Partnership and Eudora Manor Limited Partnership to entities not affiliated with the Local General Partners of such Local Partnerships for a total of $21,350; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) for the year ended March 30, 2015. Such Local Partnerships have the same Local General Partners.

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. During the year ended March 30, 2015, the first mortgage holder issued a declaration of default demanding Littleton’s immediate payment of an amount in excess of $6.5 million. Such amount includes all unpaid principal and accrued interest to date and amounts for real estate tax liens that had been sold to third parties and were redeemed by the lender. Unpaid principal and accrued interest on the second mortgage as of March 30, 2015 is in excess of $3.1 million. Littleton’s Local General Partner reports that a refinancing of the mortgages is unlikely.

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

Inflation

Inflation is not expected to have a material adverse impact on Registrant's operations.

Contractual Obligations

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

Off - Balance Sheet Arrangements

Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Registrant’'s financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“"GAAP”"), which requires Registrant to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the accompanying financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrant’'s financial condition and results of operations. Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the accompanying financial statements.

Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.

Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board (“"FASB”") Accounting Standards Codification (“"ASC”") Topic 810; Subtopic 10 because Registrant is not considered the primary beneficiary. Registrant’'s balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant’'s exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners. In addition, the Local Partnerships’' partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’' economic success. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships’' Properties and/or Registrant’'s Local Partnership Interests, Registrant’'s investment in local partnerships reached a zero balance in a prior year.

Forward-Looking Information

As a cautionary note, with the exception of historical facts, the matters discussed in this Annual Report on Form 10-K are “"forward-looking”" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “"Reform Act”"). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as “"anticipate,”" “"expect,”" “"intend,”" “"plan,”" “"seek,”" “"estimate”" and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the “"Safe Harbor”" provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant’'s actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

1813

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 8. Financial Statements and Supplementary Data.
Table of Contents
	Page
Report of Independent Registered Public Accounting Firm	20
Balance Sheets	21
Statements of Operations and Comprehensive Income (Loss)	22
Statements of Changes in Partners' Equity (Deficit)	23
Statements of Cash Flows	24
Notes to Financial Statements	26

Item 8. Financial Statements and Supplementary Data.

Table of Contents

	Page

Report of Independent Registered Public Accounting Firm	15

Balance Sheets	16

Statements of Operations and Comprehensive Income (Loss)	17

Statements of Changes in Partners' Equity (Deficit)	18

Statements of Cash Flows	19

Notes to Financial Statements	21

No financial statement schedules are included because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes thereto.

1914

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

American Tax Credit Properties II L.P.

We have audited the accompanying balance sheets of American Tax Credit Properties II L.P. (the “"Partnership”") as of March 30, ~~2015~~2016 and ~~2014~~2015, and the related statements of operations and comprehensive income (loss), changes in partners' equity (deficit) and cash flows for the years then ended. 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 States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Tax Credit Properties II L.P. as of March 30, ~~2015~~2016 and ~~2014~~2015 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/Marks Paneth LLP

New York, New York

June 2620, ~~2015~~2016

2015

AMERICAN TAX CREDIT PROPERTIES II L.P.

BALANCE SHEETS

MARCH 30, ~~2015~~2016 AND ~~2014~~ 2015

	2015			2014
	2016			2015
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	~~265~~560,~~061~~502		$	~~375~~265,~~716~~061
Investment in Pemberwick Fund - a short duration bond fund		63,~~884~~463,~~812~~931			6,~~149~~884,~~426~~812
Total cash and liquid investments		74,~~149~~024,~~873~~433			67,~~525~~149,~~142~~873
Due from local partnerships		~~869,404~~			64869,~~864~~404
	$	84,~~019~~024,~~277~~433		$	68,~~590~~019,~~006~~277
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	52124,~~134~~543		$	5952,~~033~~134
Payable to general partner and affiliates		3319,~~951~~823			2533,~~276~~951
		86,085			84,309
		144,366			86,085
Commitments and contingencies
Partners' equity (deficit)
General partner		(~~413~~453,~~498~~966	)		(~~427~~413,~~922~~498	)
Limited partners (55,746 units of limited partnership interest outstanding)		84,~~341~~334,~~026~~699			68,~~912~~341,~~860~~026
Accumulated other comprehensive income		5,664			20,759
Accumulated other comprehensive income (loss)		(666	)		5,664
		7,933,192			6,505,697
		3,880,067			7,933,192
	$	84,~~019~~024,~~277~~433		$	68,~~590~~019,~~006~~277

See Notes to Financial Statements.

2116

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

YEARS ENDED MARCH 30, ~~2015~~2016 AND ~~2014~~2015

	2015			2014
	2016			2015
REVENUE
Interest	$	7136,~~458~~481		$	5371,~~584~~458
Other income from local partnerships		~~23,346~~			~~380~~23,~~858~~346
TOTAL REVENUE		9436,~~804~~481			~~434~~94,~~442~~804
EXPENSES
Administration fees - affiliate		7637,~~374~~388			~~110~~76,~~337~~374
Management fees - affiliate		7637,~~374~~388			~~110~~76,~~337~~374
Professional fees		5567,~~375~~027			5155,~~399~~375
State of New Jersey filing fee		52116,~~214~~772			4652,~~834~~214
Printing, postage and other		3824,~~906~~643			3538,~~589~~906
TOTAL EXPENSES		~~299~~283,~~243~~218			~~354~~299,~~496~~243
INCOME (LOSS) PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		(204,439	)		79,946
LOSS PRIOR TO GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		(246,737	)		(204,439	)
GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES		4423,~~723,044~~124			974,~~547~~723,044
NET INCOME		4176,~~518,605~~387			~~177~~4,~~493~~518,605
Reclassification of unrealized gain - Pemberwick Fund		(93,~~383~~492	)		(9,383	)
Other comprehensive loss - Pemberwick Fund		(52,~~712~~838	)		(105,~~930~~712	)
Other comprehensive loss		(156,~~095~~330	)		(1015,~~930~~095	)
COMPREHENSIVE INCOME	$	4170,~~503,510~~057		$	~~166~~4,~~563~~503,510
NET INCOME ATTRIBUTABLE TO
General partner	$	451,~~186~~764		$	145,~~775~~186
Limited partners		4174,~~473,419~~623			~~175~~4,~~718~~473,419
	$	4176,~~518,605~~387		$	~~177~~4,~~493~~518,605
NET INCOME per unit of limited partnership interest (55,746 units of limited partnership interest)	$	803.2513		$	380.1525

See Notes to Financial Statements.

2217

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)

YEARS ENDED MARCH 30, ~~2015~~2016 AND ~~2014~~2015

	General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total
Partners’ equity (deficit), March 30, 2013	$	(429,697	)	$	6,737,142		$	31,689		$	6,339,134
Partners' equity (deficit), March 30, 2014	$	(427,922	)	$	6,912,860		$	20,759		$	6,505,697
Net income		1,775			175,718						177,493
Other comprehensive loss - Pemberwick Fund								(10,930	)		(10,930	)
Partners’ equity (deficit), March 30, 2014		(427,922	)		6,912,860			20,759			6,505,697
Net income		45,186			4,473,419						4,518,605
Distributions to partners		(30,762	)		(3,045,253	)					(3,076,015	)
Reclassification of unrealized gain - Pemberwick Fund								(9,383	)		(9,383	)
Other comprehensive loss - Pemberwick Fund								(5,712	)		(5,712	)
Partners’ equity (deficit), March 30, 2015	$	(413,498	)	$	8,341,026		$	5,664		$	7,933,192
Partners' equity (deficit), March 30, 2015		(413,498	)		8,341,026			5,664			7,933,192
Net income		1,764			174,623						176,387
Distributions to partners		(42,232	)		(4,180,950	)					(4,223,182	)
Reclassification of unrealized gain - Pemberwick Fund								(3,492	)		(3,492	)
Other comprehensive loss - Pemberwick Fund								(2,838	)		(2,838	)
Partners' equity (deficit), March 30, 2016	$	(453,966	)	$	4,334,699		$	(666	)	$	3,880,067

See Notes to Financial Statements.

2318

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS

YEARS ENDED MARCH 30, ~~2015~~2016 AND ~~2014~~2015

	2015			2014
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	4828,~~100~~768		$	5348,~~584~~100
Cash paid for
Administration fees		(7046,~~073~~404	)		(~~157~~70,~~674~~073	)
Management fees		(7442,~~000~~500	)		(~~157~~74,~~690~~000	)
Professional fees		(6954,~~035~~089	)		(7969,~~227~~035	)
State of New Jersey filing fee		(4554,~~266~~904	)		(4445,~~588~~266	)
Printing, postage and other expenses		(3927,~~093~~040	)		(39,~~575~~093	)
Net cash used in operating activities		(~~249~~196,~~367~~169	)		(~~425~~249,~~170~~367	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund		(3827,~~512,123~~736	)		(3,~~352~~512,~~677~~123	)
Redemptions from Pemberwick Fund		24,~~785~~250,000			2,785,000
Distributions received from local partnerships		~~39,079~~			~~365~~39,~~125~~079
Proceeds in connection with sale of limited partner interests/local partnership properties		31,~~642~~292,~~121~~528			483,~~416~~642,121
Net cash provided by (used in) investing activities		2,954,077			(2,939,136	)
Net cash provided by investing activities		4,714,792			2,954,077
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners		(24,~~815~~223,~~365~~182	)		(2,815,365	)
Net cash used in financing activities		(24,~~815~~223,~~365~~182	)		(2,815,365	)
Net decrease in cash and cash equivalents		(110,655	)		(3,364,306	)
Net increase (decrease) in cash and cash equivalents		295,441			(110,655	)
Cash and cash equivalents at beginning of year		~~375~~265,~~716~~061			3375,~~740,022~~716
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	~~265~~560,~~061~~502		$	~~375~~265,~~716~~061
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized loss on investment in Pemberwick Fund	$	(52,~~712~~838	)	$	(105,~~930~~712	)
Net increase in due from local partnerships included in gain on sale of limited partner interests/local partnership properties	$	861,860		$	49,131
Reclassification of unrealized gain on investment in Pemberwick Fund	$	(3,492	)	$	(9,383	)
Reclassification of unrealized gain on investment in Pemberwick Fund	$	(9,383	)
Net increase in due from local partnerships included in gain on sale of limited partner interests/local partnership properties				$	861,860
Nonresident withholding taxes paid by a local partnership on behalf of the partners included in gain on sale of limited partner interests/local partnership properties and distributions to partners	$	~~260,650~~		$	260,650
Increase in due from local partnerships included in other income from local partnerships				$	15,733

See reconciliation of net income to net cash used in operating activities on page 2520.

See Notes to Financial Statements.

2419

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

YEARS ENDED MARCH 30, ~~2015~~2016 AND ~~2014~~2015

	2015			2014
	2016			2015
RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES
Net income	$	4176,~~518,605~~387		$	~~177~~4,~~493~~518,605
Adjustments to reconcile net income to net cash used in operating activities
Gain on sale of limited partner interests/local partnership properties		(4423,~~723,044~~124	)		(974,~~547~~723,044	)
Other income from local partnerships		~~(23,346~~	)		(~~380~~23,~~858~~346	)
Gain on redemptions from Pemberwick Fund		(237,~~358~~713	)		(23,358	)
Decrease in accounts payable and accrued expenses		(6,899	)		(29,568	)
Increase (decrease) in accounts payable and accrued expenses		72,409			(6,899	)
Increase (decrease) in payable to general partner and affiliates		8(14,~~675~~128	)		~~(94~~8,~~690~~675	)
NET CASH USED IN OPERATING ACTIVITIES	$	(~~249~~196,~~367~~169	)	$	(~~425~~249,~~170~~367	)

See Notes to Financial Statements.

2520

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

1.	Organization, Purpose and Summary of Significant Accounting Policies

American Tax Credit Properties II L.P. (the "Partnership") was formed on October 26, 1988 and the Certificate of Limited Partnership of the Partnership was filed under the Delaware Revised Uniform Limited Partnership Act. There was no operating activity until admission of the limited partners (the “"Limited Partners”") on June 28, 1989. The Partnership was formed to invest primarily in leveraged low-income multifamily residential complexes (the "Property" or "Properties") that qualified for the low-income housing tax credit (the “"Low-income Housing Tax Credit”") in accordance with Section 42 of the Internal Revenue Code (the “"IRC”"), through the acquisition of limited partner equity interests (the "Local Partnership Interest" or "Local Partnership Interests") in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties. The Partnership invested in one Local Partnership whose Property also qualified for the historic rehabilitation tax credit in accordance with IRC Section 47. Such interests were acquired in 1989 and 1990. Richman Tax Credit Properties II L.P. (the "General Partner") was formed on October 26, 1988 to act as the General Partner of the Partnership.

Basis of Accounting and Fiscal Year

The Partnership's records are maintained on the accrual basis of accounting for both financial reporting and tax purposes. For financial reporting purposes, the Partnership's fiscal year ends March 30 and its quarterly periods end June 29, September 29 and December 30. The Local Partnerships have a calendar year for financial reporting purposes. The Partnership and the Local Partnerships each have a calendar year for income tax purposes.

Investment in Local Partnerships

The Partnership accounts for its investment in local partnerships in accordance with the equity method of accounting, under which the investment is carried at cost and is adjusted for the Partnership's share of each Local Partnership’'s results of operations and by cash distributions received. Equity in loss of each investment in Local Partnership allocated to the Partnership is recognized to the extent of the Partnership’'s investment balance in each Local Partnership. Equity in loss in excess of the Partnership's investment balance in a Local Partnership is allocated to other partners' capital in any such Local Partnership. Previously unrecognized equity in loss of any Local Partnership is recognized in the fiscal year in which equity in income is earned by such Local Partnership or additional investment is made by the Partnership. Distributions received subsequent to the elimination of an investment balance for any such investment in a Local Partnership are recorded as other income from local partnerships. As a result of cumulative equity losses and distributions and the sale of certain Local Partnerships’' Properties and/or the Partnership’'s Local Partnership Interests, the Partnership’'s investment in local partnerships reached a zero balance in a prior year.

The Partnership assessed the carrying value (the “"Carrying Value”") of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there were indications that a permanent impairment may have occurred. If the Carrying Value of an investment in a Local Partnership exceeded the estimated value derived by management, the Partnership reduced its investment in any such Local Partnership (unless the impairment was considered to be temporary) and included such reduction in equity in income (loss) of investment in local partnerships. Impairment was measured by comparing the investment carrying amount to the estimated residual value of the investment.

The Partnership does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by the Financial Accounting Standards Board (“"FASB”") Accounting Standards Codification (“"ASC”") Topic 810; Subtopic 10, because the Partnership is not considered the primary beneficiary. The Partnership's balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. The Partnership's exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the general partners of the Local Partnerships (the “"Local General Partners”"). In addition, the Local Partnerships’' partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’' economic success. As described above, the Partnership’'s investment in local partnerships has a zero balance.

Advances and additional capital contributions (collectively the “"Advances”") that are not required under the terms of the Local Partnerships’' partnership agreements but which are made to the Local Partnerships are recorded as investment in local partnerships. Certain Advances are considered by the Partnership to be voluntary loans to the respective Local Partnerships and the Partnership may be reimbursed at a future date to the extent such Local Partnerships generate distributable cash flow or receive proceeds from sale or refinancing.

2621

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

1.	Organization, Purpose and Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

The Partnership considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates market value.

Fair Value Measurements

ASC Topic 820 clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and establishes the following fair value hierarchy:

· Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access; · Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and · Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entity’'s own assumptions as there is little, if any, related market activity.

For instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.

Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund (”"Pemberwick”"), an investment grade institutional short duration bond fund, at estimated fair value. Realized gains (losses) are included in (offset against) interest revenue. Investment in Pemberwick is classified as available-for-sale and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners' equity (deficit).

Income Taxes

The Partnership is a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income and deductions are passed through to and are reported by its partners 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 (the “"IRS”") and other taxing authorities. Income tax returns filed by the Partnership are subject to examination by the IRS for a period of three years. While no Partnership income tax returns are currently being examined by the IRS, tax years subsequent to ~~2010~~2011 remain subject to examination. 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. In accordance with ASC Topic 740; Subtopic 10, the Partnership has included in Note 7 disclosures related to differences in the financial and tax bases of accounting.

Use of Estimates

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

~~Reclassifications~~22

Certain prior year Local Partnership balances (see Note 5) have been reclassified to conform to the current year presentation.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

2.	Capital Contributions and Distributions

On June 14, 1989, the Partnership commenced the offering of units (the "Units") through Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Selling Agent"). On June 28, 1989, July 31, 1989 and September 22, 1989, under the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), the General Partner admitted the Limited Partners to the Partnership in three closings. At these closings, subscriptions for a total of 55,746 Units representing $55,746,000 in Limited Partners' capital contributions were accepted. In connection with the offering of Units, the Partnership incurred organization and offering costs of $6,534,064, of which $75,000 was capitalized as organization costs and $6,459,064 was charged to the Limited Partners' equity as syndication costs. The General Partner contributed $100 to the Partnership.

Net income ~~(loss)~~ is allocated 99% to the Limited Partners and 1% to the General Partner in accordance with the Partnership Agreement. Net income (loss) in the year of dissolution of the Partnership will be allocated to the partners as described in the dissolution provisions of the Partnership Agreement. During the year ended March 30, 2016, the Partnership made a distribution to the Limited Partners in the amount of approximately $75 per Unit ($4,180,950) to Unit holders of record as of February 28, 2015; the pro-rata distribution to the General Partner was $42,232. During the year ended March 30, 2015, the Partnership paid nonresident state withholding taxes of $31,810 on behalf of certain of the Limited Partners in connection with gains recognized by a Local Partnership for the year ended December 31, 2013. The Partnership also made a distribution to the Limited Partners in the amount of approximately $50 per Unit (an additional $2,755,400). The $50 per Unit includes the nonresident state withholding taxes referred to above; the pro-rata distribution to the General Partner was $28,155. As a result of gains recognized in connection with the sale of its underlying Property during the year ended December 31, 2014, Lakeside Housing Limited Partnership (“"Lakeside Housing”") was required to pay nonresident state withholding taxes of $258,043 and $2,607 on behalf of the Limited Partners and the General Partner, respectively (see Note 5). Registrant made a distribution to the Limited Partners in the amount of approximately $75 per Unit ($4,180,950) in April 2015 to Unit holders of record as of February 28, 2015; the pro-rata distribution to the General Partner was $42,232.

3.	Cash and Cash Equivalents

As of March 30, ~~2015~~2016, the Partnership has $~~265~~560,~~061~~502 in cash and cash equivalents. Of such amount, $~~260~~264,~~501~~890 is held in accounts at two financial institutions in which such accounts are insured up to $250,000 at each institution by the Federal Deposit Insurance Corporation (the “"FDIC”"). The entire amount is FDIC insured as of March 30, ~~2015~~2016. The remaining $4295,~~560~~612 is held in an account at a financial institution in which such amount is invested in a portfolio of securities that are direct obligations of the U.S. Treasury and are backed by the full faith and credit of the United States of America.

4.	Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick, an investment grade institutional short duration bond fund, at estimated fair value. Pemberwick was organized in February 2010 as a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, that seeks maximum current income consistent with liquidity and stability of principal. In selecting a portfolio of securities for Pemberwick, the investment advisor of Pemberwick (the “"Advisor”") will select investments so that 95% of Pemberwick’'s assets will be rated “"A-”" or better by a nationally recognized statistical rating organization (“"NRSRO”") such as Moody’'s Investor Services, Inc. (“"Moody’'s”") and/or by Standard & Poor’'s Financial Services, LLC (“"S&P”") (or if commercial paper rated in the highest category) or, if a rating is not available, deemed to be of comparable quality by the Advisor, or securities issued by banking institutions operating in the United States and having assets in excess of $200 billion. Approximately 90% or more of Pemberwick’s assets will either be invested in securities rated AA or better (if commercial paper rated in the highest category) by a NRSRO or in securities of banking institutions operating in the United States and having assets in excess of $200 billion.

The weighted average duration of Pemberwick’'s assets is approximately 1.7657 years as of March 30, ~~2015~~2016. Redemptions from Pemberwick are immediately liquid and unrestricted. Pemberwick’'s net asset value (“"NAV”") is $10.0604 and $10.0706 per share as of March 30, ~~2015~~2016 and ~~2014~~2015, respectively. The Partnership’'s investment in Pemberwick as of March 30, ~~2015~~2016 and ~~2014~~2015 is $63,~~884~~463,~~812~~931 and $6,~~149~~884,~~426~~812, respectively. An unrealized ~~gain~~loss of $~~5,664~~666 as of March 30, ~~2015~~2016 is reflected as accumulated other comprehensive ~~income~~loss in the accompanying balance sheet as of March 30, ~~2015~~2016. The Partnership has earned $~~248~~283,~~485~~934 of interest revenue from the date of its initial investment in Pemberwick through March 30, ~~2015~~2016. The fair value of the Partnership’'s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 1). Pemberwick’'s NAV was $10.0604 as of May 31, ~~2015~~2016.

2823

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

4.	Investment in Pemberwick Fund (Continued)

The Advisor is an affiliate of the General Partner. For its services, the Advisor is entitled to receive an annual advisory fee of 0.50% of the average daily net assets of Pemberwick. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Pemberwick expenses; however, the Advisor is not required to do so. The Advisor has waived 70% of its fee earned since Pemberwick’'s inception and earned $73,~~913~~075 and $7,~~799~~913 in connection with the Partnership’'s investment in Pemberwick for the years ended March 30, ~~2015~~2016 and ~~2014~~2015, respectively, enough to cover its direct costs. The Advisor’'s asset management affiliate, Richman Asset Management, Inc. (“"RAM”") has agreed to reduce its administration and management fees (see Note 6) payable by the Partnership to the extent any fee of the Advisor payable by Pemberwick would be duplicative of any profit that RAM would receive from the Partnership.

5.	Investment in Local Partnerships

The Partnership initially acquired a Local Partnership Interest in fifty Local Partnerships. As of March 30, ~~2015~~2016, the Partnership owns a 99% Local Partnership Interest in ~~the~~only ~~following~~one ~~five~~ Local ~~Partnerships:~~Partnership, Littleton Avenue Community Village, L.P. ("Littleton").

1.In ~~1989~~connection ~~Westview~~with ~~Arms~~the ~~Limited~~initial purchase of fifty Local Partnership; 2.Interests, ~~Hill~~under ~~Com~~the Iterms ~~Associates~~of ~~Limited~~the partnership agreement of each Local Partnership;, 3.as ~~Hill~~of ~~Com~~March II30, ~~Associates~~2016 ~~Limited~~the Partnership; 4.is ~~Littleton~~committed ~~Avenue~~to ~~Community~~make ~~Village~~capital contributions in the aggregate of $48,460,126, ~~L.P.~~which ~~(“Littleton”);~~includes Advances to certain Local Partnerships and 5.all ~~Patton~~of ~~Place~~which ~~Limited~~has ~~Partnership~~been paid.

InLittleton ~~connection~~owns ~~with~~a ~~the~~102 ~~initial~~unit ~~purchase~~subsidized and leveraged low-income multifamily residential complex located in Newark, New Jersey. The required holding period of ~~fifty~~each ~~Local~~Property, ~~Partnership~~in ~~Interests~~order to avoid Low-income Housing Tax Credit recapture, ~~under~~is fifteen years from the ~~terms~~year in which the Low-income Housing Tax Credits commence on the last building of the ~~partnership~~Property ~~agreement~~(the "Compliance Period"). The Compliance Periods of ~~each~~all the Local ~~Partnership~~Partnerships expired in a prior year. The rents of Littleton are subject to specific laws, asregulations and agreements with federal and state agencies. As of ~~March~~December 3031, 2015, ~~the~~Littleton ~~Partnership~~has isoutstanding ~~committed~~mortgage toloans ~~make~~payable ~~capital~~totaling ~~contributions~~approximately in$4,303,000 ~~the~~and ~~aggregate~~accrued ofinterest payable on such loans totaling approximately $485,~~460~~180,~~126~~000, which ~~includes~~are ~~Advances~~secured toby ~~certain~~security ~~Local~~interests ~~Partnerships~~ and ~~all~~liens ofcommon ~~which~~to ~~has~~mortgage ~~been~~loans ~~paid~~on Littleton's real property and other assets.

The ~~remaining Properties are principally comprised of subsidized and leveraged low~~non-~~income~~mandatory ~~multifamily~~mortgages ~~residential complexes located in Arkansas, Massachusetts, New Jersey and Pennsylvania. The required holding period~~ of ~~each~~Littleton ~~Property,~~matured in ~~order~~October to2006 ~~avoid~~but ~~Low-income~~have ~~Housing~~not ~~Tax~~been ~~Credit~~repaid ~~recapture,~~or isformally ~~fifteen~~extended. ~~years~~During ~~from~~ the year inended ~~which~~March ~~the~~30, ~~Low-income~~2015, ~~Housing Tax Credits commence on~~ the ~~last~~first ~~building~~mortgage ofholder ~~the Property~~ (the ~~“Compliance Period”~~"Lender"). ~~The~~issued ~~Compliance~~a ~~Periods~~declaration of ~~all~~default ~~the~~demanding ~~Local~~Littleton's ~~Partnerships~~immediate ~~expired~~payment inof aan ~~prior~~amount ~~year.~~in ~~The~~excess ~~rents~~ of ~~the~~$6.5 ~~Properties,~~million. ~~four~~Such ofamount ~~which~~includes ~~receive~~all ~~project~~unpaid ~~based~~principal ~~rental~~and ~~subsidy~~accrued ~~payments~~interest ~~pursuant~~ to ~~subsidy~~date ~~agreements,~~and ~~are~~amounts ~~subject~~for toreal ~~specific~~estate ~~laws,~~tax ~~regulations~~liens ~~and~~that ~~agreements~~had ~~with~~been ~~federal~~sold ~~and~~to ~~state~~third ~~agencies.~~parties ~~The~~and ~~subsidies~~were ~~expire~~redeemed atby ~~various~~the ~~times~~Lender. ~~The~~Unpaid ~~Partnership~~principal ~~cannot predict legislative initiatives~~ and ~~governmental~~accrued ~~budget~~interest ~~negotiations,~~on the ~~outcome~~second ofmortgage ~~which~~as ~~could~~of ~~result~~March in30, a2016 ~~reduction~~is in ~~funds~~excess ~~available~~of ~~for~~$3.1 ~~the~~million. ~~various~~Littleton's ~~federal~~Local ~~and~~General ~~state~~Partner ~~administered~~reports ~~housing~~that ~~programs.~~a ~~Such~~refinancing ~~changes~~of ~~could adversely affect~~ the ~~future~~mortgages ~~net~~is ~~operating~~unlikely ~~income~~ and ~~debt structure of~~ the ~~Local~~Lender ~~Partnerships~~has ~~receiving~~issued ~~such~~a ~~subsidies.~~request Asfor ofoffers ~~December~~to ~~31,~~purchase ~~2014,~~ the ~~Local~~first ~~Partnerships have outstanding~~ mortgage. ~~loans~~The ~~payable~~Partnership ~~totaling~~has ~~approximately~~no ~~$6,748,000~~legal ~~and~~obligation ~~accrued interest payable on such loans totaling approximately $5,562,000, which are secured by security interests and liens common~~ to ~~mortgage~~fund ~~loans~~any onof ~~the Local Partnerships~~Littleton's ~~real~~operating ~~property and other assets~~deficits.

During the year ended March 30, ~~2013~~2016, the Partnership sold its Local Partnership ~~Interest~~Interests in ~~North~~Hill ~~Hills~~Com ~~Farms~~I Associates Limited Partnership ~~(“North~~and ~~Hills~~Hill ~~Farms”)~~Com toII ~~affiliates~~Associates ofLimited ~~the~~Partnership ~~Local~~(collectively ~~General Partners of North Hills Farms for $3,586,431 under~~ the ~~terms~~"Hill ofCom aLocal ~~purchase agreement (the “North Hills Farms Purchase Agreement”~~Partnerships"). ~~The~~to ~~Partnership~~one ~~recognized a gain~~ of ~~$2,185,051 in connection with~~ the ~~sale.~~Local ~~During~~General ~~the~~Partners ~~year ended March 30, 2014, after further resolution~~ of the ~~accounts~~Hill ofCom ~~North~~Local ~~Hills Farms under the terms of the North Hills Farms Purchase Agreement, the sale price was increased by $28,364~~Partnerships; ~~such~~there ~~amount~~were isno ~~included~~proceeds in ~~due~~connection ~~from~~with ~~local partnerships in~~ the ~~accompanying balance sheet of the Partnership as of March 30, 2014 and is included in gain on~~ sale ~~of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year then ended~~. The ~~adjustment~~Hill toCom ~~the~~Local ~~sale~~Partnerships ~~price~~have ~~was later reduced by $7,544; such amount is included in gain on sale of limited partner interests/local partnership properties in~~ the ~~accompanying~~same ~~statement~~Local ofGeneral ~~operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015~~Partners.

During the year ended March 30, ~~2015~~2016, the Partnership sold its Local Partnership Interest in ~~Village~~Patton ~~Creek~~Place Limited Partnership (~~“Village~~"Patton ~~Creek”~~Place") to an affiliate of the Local General ~~Partner~~Partners of ~~Village~~Patton ~~Creek; there were no proceeds in connection with the sale~~Place. ~~However,~~The ~~the~~ Partnership received $1245,000 ~~for~~in ~~distributions~~connection ~~that~~with ~~were due to~~ the ~~Partnership~~sale; ~~under~~such ~~the terms of the Village Creek partnership agreement. Such~~ amount is included in ~~other~~gain ~~income~~on ~~from~~sale of limited partner interests/local ~~partnerships~~partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, ~~2015 (see Note 1)~~2016.

29During the year ended March 30, 2016, 1989 Westview Arms Limited Partnership ("Westview Arms") sold its underlying Property to an unaffiliated entity, in connection with which Westview Arms recognized a gain of $826,288; such amount is reflected as gain on sale of property in the combined statement of operations of the Local Partnerships for the year ended December 31, 2015 herein Note 5. The Partnership received $378,124 in connection with the sale; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2016. Westview Arms has since been dissolved.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

5.	Investment in Local Partnerships (Continued)

During the year ended March 30, ~~2015~~2013, the Partnership sold its Local Partnership ~~Interests~~Interest in ~~Batesville~~North ~~Family,~~Hills ~~L.P.~~Farms ~~(“Batesville~~Limited ~~Family”),~~Partnership ~~Canton Partners, L.P., Lawrence Road Properties, Ltd.~~ (~~“Lawrence~~"North ~~Road”),~~Hills ~~Magee Elderly, L.P. and Purvis Heights Properties, L.P. (“Purvis Heights”~~Farms") to anaffiliates ~~affiliate~~ of the Local General ~~Partner~~Partners of ~~such~~North ~~Local~~Hills ~~Partnerships~~Farms for ~~a total of~~ $583,~~095;~~586,431 ~~such~~under ~~amount~~the isterms ~~included~~of ina ~~gain~~purchase onagreement ~~sale~~(the of"North ~~limited~~Hills ~~partner~~Farms ~~interests/local~~Purchase ~~partnership~~Agreement"). ~~properties~~The inPartnership ~~the~~recognized ~~accompanying~~a ~~statement~~gain of ~~operations~~$2,185,051 ~~and~~in ~~comprehensive~~connection ~~income~~with ~~(loss) of~~ the ~~Partnership~~sale. During ~~for~~ the year ended March 30, ~~2015. In addition~~2014, ~~the~~after ~~Partnership~~further ~~received~~resolution ~~$4,683~~of ~~for~~the ~~distributions~~accounts ~~that~~of ~~were~~North ~~due~~Hills toFarms ~~the Partnership~~ under the terms of the ~~partnership~~North ~~agreements~~Hills ofFarms ~~such~~Purchase ~~Local~~Agreement, ~~Partnerships;~~the ~~such~~sale ~~amount~~price iswas ~~included~~increased inby ~~other~~$28,364; ~~income~~such ~~from~~amount ~~local~~was ~~partnerships~~recognized inby the ~~accompanying~~Partnership ~~statement~~as ofgain ~~operations~~on ~~and~~sale ~~comprehensive~~of ~~income~~limited ~~(loss)~~partner ofinterests/local ~~the~~partnership ~~Partnership~~properties ~~for~~during the year ended March 30, ~~2015 (see Note 1)~~2014. ~~Such~~The ~~Local~~adjustment ~~Partnerships~~to ~~have~~ the ~~same~~sale ~~Local~~price ~~General~~was ~~Partner.~~later ~~The~~reduced ~~99%~~by ~~Local Partnership Interests in Batesville Family~~$7,544; ~~Lawrence~~such ~~Road~~amount ~~and~~is ~~Purvis~~included ~~Heights~~in ~~were~~gain ~~acquired~~on ~~along~~sale ~~with~~of ~~American~~limited ~~Tax~~partner ~~Credit~~interests/local ~~Properties~~partnership ~~III~~properties ~~L.P.~~in ~~(“ATCP~~the ~~III”),~~accompanying anstatement ~~investment~~of ~~partnership~~operations ~~whose~~and ~~general~~comprehensive ~~partner~~income is(loss) ~~an affiliate~~ of the ~~General~~Partnership ~~Partner,~~for ~~whereby~~ the ~~Partnership~~year ~~owned~~ended ~~37.25%.~~March ~~ATCP III sold its interest in Batesville Family~~30, ~~Lawrence Road and Purvis Heights as part of the same transaction~~2015.

During the year ended March 30, 2015, ~~Lakeside~~the ~~Housing~~Partnership sold its ~~underlying~~Local ~~Property~~Partnership toInterest ~~an unaffiliated entity,~~ in ~~connection~~Village ~~with~~Creek ~~which~~Limited ~~Lakeside~~Partnership ~~Housing~~("Village ~~recognized~~Creek") ato ~~gain~~an ofaffiliate ~~$8,820,227; such amount is reflected in the combined statement~~ of ~~operations of~~ the Local ~~Partnerships~~General ~~for~~Partner ~~the~~of ~~year~~Village ~~ended~~Creek; ~~December~~there ~~31,~~were ~~2014~~no ~~herein~~proceeds ~~Note 5. The Partnership received $4,375,493~~ in connection with the sale,. ~~of which $869~~However,~~404~~ ~~was received in April 2015 and is reflected as due from local partnerships in~~ the ~~accompanying balance sheet of the~~ Partnership asreceived ~~of March 30~~$12,000 ~~2015. In~~for ~~addition,~~distributions ~~Lakeside~~that ~~Housing~~were ~~was~~due ~~required~~ to ~~pay taxes directly to~~ the ~~State and County in which the Property is located totaling $260,650 on behalf of the partners of the~~ Partnership ~~(see~~under ~~Note 2); such amount is included in distributions to partners in~~ the ~~accompanying~~terms ~~financial statements~~ of the ~~Partnership~~Village asCreek ofpartnership ~~and for the year ended March 30, 2015~~agreement. ~~The~~Such ~~Partnership recognized a gain on the sale of $4,636,143; such~~ amount is included in ~~gain~~other onincome ~~sale~~from ~~of limited partner interests/~~local ~~partnership~~partnerships ~~properties~~ in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. ~~Lakeside~~(see ~~Housing~~Note ~~has since been dissolved~~1).

During the year ended March 30, 2015, the Partnership sold its Local Partnership Interests in Batesville Family, L.P. ("Batesville Family"), Canton Partners, L.P., Lawrence Road Properties, Ltd. ("Lawrence Road"), Magee Elderly, L.P. and Purvis Heights Properties, L.P. ("Purvis Heights") to an affiliate of the Local General Partner of such Local Partnerships for a total of $58,095; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. In addition, the Partnership received $4,683 for distributions that were due to the Partnership under the terms of the partnership agreements of such Local Partnerships; such amount is included in other income from local partnerships in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015 (see Note 1). Such Local Partnerships have the same Local General Partner. The 99% Local Partnership Interests in Batesville Family, Lawrence Road and Purvis Heights were acquired along with American Tax Credit Properties III L.P. ("ATCP III"), an investment partnership whose general partner is an affiliate of the General Partner, whereby the Partnership owned 37.25%. ATCP III sold its interest in Batesville Family, Lawrence Road and Purvis Heights as part of the same transaction.

During the year ended March 30, 2015, Lakeside Housing sold its underlying Property to an unaffiliated entity, in connection with which Lakeside Housing recognized a gain of $8,820,227; such amount is reflected as gain on sale of property in the combined statement of operations of the Local Partnerships for the year ended December 31, 2014 herein Note 5. The Partnership received $4,375,493 in connection with the sale, of which $869,404 was received during the year ended March 30, 2016 and is reflected as due from local partnerships in the accompanying balance sheet of the Partnership as of March 30, 2015. In addition, Lakeside Housing was required to pay taxes directly to the State and County in which the Property is located totaling $260,650 on behalf of the partners of the Partnership (see Note 2); such amount is included in distributions to partners in the accompanying financial statements of the Partnership as of and for the year ended March 30, 2015. The Partnership recognized a gain on the sale of $4,636,143; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. Lakeside Housing has since been dissolved.

During the year ended March 30, 2015, the Partnership sold its Local Partnership Interests in Browning Road Phase I, L.P., Lexington Estates Ltd., A Mississippi Limited Partnership, Lula Courts Ltd., L.P. and Tchula Courts Apartments, L.P. to an affiliate of the Local General Partner of such Local Partnerships for a total of $15,000; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. Such Local Partnerships have the same Local General Partner.

During the year ended March 30, 2015, the Partnership sold its Local Partnership Interests in DeQueen Villas Limited Partnership and Eudora Manor Limited Partnership to unaffiliated entities ~~not affiliated with the Local General Partners of such Local Partnerships~~ for a total of $21,350; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2015. Such Local Partnerships have the same Local General Partners.

During the year ended March 30, 2014, the Partnership sold its Local Partnership Interest in Trenton Heights Apartments, L.P. (“Trenton Heights”) to an affiliate of the Local General Partner of Trenton Heights; the Partnership received $20,000 in connection with the sale. Such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2014.25

During the year ended March 30, 2014, the Partnership sold its Local Partnership Interests in Bruce Housing Associates, L.P. (“Bruce Housing”), Ivy Family, L.P. (“Ivy Family”), Plantersville Family, L.P., Renova Properties, L.P., Simpson County Family, L.P. and Twin Pine Family, L.P. to an affiliate of the Local General Partner of such Local Partnerships for a total of $28,416; such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2014. In addition, the Partnership received $32,938 for distributions that were due to the Partnership under the terms of the partnership agreements of such Local Partnerships; such amount is included in other income from local partnerships in the accompanying statement of operations and comprehensive income (loss) of the Partnership for the year ended March 30, 2014 (see Note 1). Such Local Partnerships have the same Local General Partner. The 99% Local Partnership Interests in Bruce Housing and Ivy Family were acquired along with ATCP III (see discussion above herein Note 5), whereby Registrant owned 37.25%. ATCP III sold its interest in Bruce Housing and Ivy Family as part of the same transaction.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

5.	Investment in Local Partnerships (Continued)

During the year ended March 30, 2014, ~~Queen~~the ~~Lane~~Partnership ~~Investors (“Queen Lane”)~~ sold its ~~underlying~~Local ~~Property~~Partnership toInterest ~~its~~in ~~first~~Auburn ~~mortgage~~Hills ~~lender~~Apartments ~~under~~Limited ~~the~~Partnership ~~terms~~("Auburn ofHills") ~~an Option~~ to ~~Purchase~~an ~~and~~affiliate ~~Right~~ of ~~First~~the ~~Offer,~~Local inGeneral ~~connection~~Partner ~~with~~of ~~which~~Auburn ~~Queen~~Hills. ~~Lane~~Although ~~recognized~~the aPartnership ~~gain~~received ofno ~~$2,042,871;~~proceeds ~~such~~in ~~amount~~connection iswith ~~reflected~~the insale, the ~~combined~~Partnership ~~statement~~received of$1,500 ~~operations~~during of the ~~Local Partnerships for the~~ year ended ~~December~~March 3130, ~~2013~~2015 ~~herein~~for ~~Note~~distributions 5.that ~~The~~were ~~Partnership~~due ~~received~~to nothe ~~proceeds~~Partnership inunder ~~connection with~~ the ~~sale.~~terms ~~The~~of ~~99%~~the ~~Local~~partnership ~~Partnership~~agreement ~~Interest~~of inAuburn ~~Queen~~Hills. ~~Lane~~Such amount was ~~acquired~~recognized ~~along~~by ~~with~~the ~~ATCP~~Partnership ~~III~~as ~~(see~~other ~~discussion~~income ~~above~~from ~~herein~~local ~~Note~~partnerships ~~5),~~for ~~whereby~~ the ~~Partnership~~year ~~owned~~ended ~~50.5%;~~March ~~Queen~~30, ~~Lane~~2014 ~~has~~(see ~~since~~Note ~~been dissolved~~1).

During the year ended March 30, 2014, the Partnership sold its Local Partnership ~~Interest~~Interests in ~~Auburn~~Eagle ~~Hills~~View, ~~Apartments~~Ltd. and Summers Village Limited Partnership ~~(“Auburn~~to ~~Hills”)~~the toLocal anGeneral ~~affiliate~~Partner of ~~the~~such Local ~~General~~Partnerships ~~Partner~~or ofaffiliates ~~Auburn~~thereof ~~Hills.~~for ~~Although~~a ~~the~~total ~~Partnership~~of ~~received~~$20,767; nosuch ~~proceeds~~amount inwas ~~connection~~recognized ~~with~~by the Partnership as gain on sale, ~~the~~of ~~Partnership~~limited ~~received~~partner ~~$1,500~~interests/local partnership properties during the year ended March 30, ~~2015~~2014. In addition, the Partnership received $14,233 for distributions that were due to the Partnership under the terms of the partnership ~~agreement~~agreements of ~~Auburn~~such ~~Hills.~~Local ~~Such~~Partnerships; such amount iswas ~~included~~recognized inby ~~due~~the ~~from~~Partnership ~~local~~as ~~partnerships~~other inincome ~~the~~from ~~accompanying~~local ~~balance~~partnerships ~~sheet~~during of the ~~Partnership~~year asended of March 30, 2014 ~~and~~(see inNote ~~other~~1). ~~income~~The ~~from~~total ~~local~~proceeds ~~partnerships~~of in$35,000 ~~the~~were ~~accompanying~~received ~~statement~~during ofthe ~~operations~~year ~~and~~ended ~~comprehensive~~March ~~income~~30, ~~(loss)~~2015. ofThe ~~the~~Local ~~Partnership~~General ~~for~~Partners ~~the~~of ~~year~~such ~~then~~Local ~~ended~~Partnerships ~~(see~~are ~~Note~~affiliates 1)of each other.

~~During~~Equity ~~the~~in ~~year~~loss ~~ended~~of ~~March~~investment ~~30, 2014, the Partnership sold its Local Partnership Interests~~ in ~~Eagle~~local ~~View,~~partnerships ~~Ltd.~~is ~~and~~limited ~~Summers Village Limited Partnership~~ to the ~~Local~~Partnership's ~~General~~investment ~~Partner~~balance ofin ~~such~~each Local ~~Partnerships or affiliates thereof for a total of $20,767~~Partnership; ~~such~~any ~~amount~~excess is ~~included~~applied into ~~gain~~other onpartners' ~~sale~~capital ~~of limited partner interests/local partnership properties~~ in ~~the~~any ~~accompanying~~such ~~statement~~Local ofPartnership ~~operations and comprehensive income~~ (~~loss)~~see ofNote ~~the Partnership for the year ended March 30, 2014~~1). InThe ~~addition,~~amount ~~the Partnership received $14,233 for distributions that were due to the Partnership under the terms~~ of ~~the partnership agreements of~~ such ~~Local~~excess ~~Partnerships;~~losses ~~such~~applied ~~amount~~to ~~is included in~~ other ~~income~~partners' ~~from~~capital ~~local~~was ~~partnerships~~$660,096 ~~in the accompanying statement of operations~~ and ~~comprehensive income (loss) of the Partnership for the year ended March 30, 2014 (see Note 1). The total proceeds of~~ $35929,~~000~~412 ~~were~~for ~~received during~~ the ~~year~~years ended ~~March~~December 3031, 2015 and ~~are~~2014, ~~included~~respectively, inas ~~due~~reflected ~~from local partnerships~~ in the ~~accompanying~~combined ~~balance~~statements ~~sheet~~ of ~~the~~operations ~~Partnership as~~ of ~~March~~the ~~30, 2014. The~~ Local ~~General Partners of such Local~~ Partnerships ~~are~~herein ~~affiliates~~Note ~~of each other~~5.

~~During~~The ~~the~~differences ~~year~~between ~~ended March 30, 2014,~~ the Partnership's ~~sold~~investment ~~its Local Partnership Interest~~ in ~~Santa~~local ~~Juanita~~partnerships ~~Limited~~as ~~Dividend~~of ~~Partnership~~March ~~(“Santa~~30, ~~Juanita”)~~2016 toand an2015 ~~affiliate~~and of the ~~Local~~amounts ~~General~~reflected ~~Partner~~as ~~of Santa Juanita; there were no proceeds in connection with~~ the ~~sale. The 99% Local~~ Partnership's ~~Interest in Santa Juanita was acquired along with American Tax Credit Properties L.P. (“ATCP”), another~~ investment ~~partnership~~balance ~~whose~~in ~~general~~the ~~partner~~combined isbalance ansheets ~~affiliate~~ of the ~~General~~Local ~~Partner,~~Partnerships ~~whereby~~as ~~Registrant~~of ~~owned~~December ~~64.36%.~~31, ~~ATCP~~2015 ~~sold~~and ~~its~~2014 ~~interest~~herein inNote ~~Santa~~5 ~~Juanita~~are as ~~part of the same transaction.~~follows:

	2016		2015

Investment in local partnerships as of March 30 - Partnership	$	--	$	--
Carrying Value adjustments (see Note 1)		--		1,330,343
Distributions paid by Lakeside Housing after December 31, 2014		--		1,130,054

Investment in local partnerships as of December 31, 2015 and 2014 - Local Partnerships' combined balance sheets	$	--	$	2,460,397

~~Equity~~The incombined ~~loss~~balance sheets of ~~investment~~the inLocal ~~local~~Partnerships ~~partnerships~~as isof ~~limited~~December to31, ~~the~~2015 ~~Partnership’s~~and ~~investment~~2014 ~~balance~~and inthe ~~each~~combined ~~Local~~statements ~~Partnership;~~of ~~any~~operations ~~excess~~of isthe ~~applied~~Local toPartnerships ~~other~~for ~~partners'~~the ~~capital~~years inthen ~~any~~ended ~~such~~are ~~Local~~reflected ~~Partnership~~on ~~(see~~pages ~~Note~~27 1)and 28, respectively. The ~~amount~~combined ofbalance ~~such~~sheets ~~excess~~of ~~losses~~the ~~applied~~Local toPartnerships ~~other~~as ~~partners’~~of ~~capital~~December ~~was $949~~31,~~412~~ 2015 and ~~$1,405,825~~2014 ~~for~~do not include any balances in connection with the ~~years~~Local ~~ended~~Partnerships ~~December~~in ~~31,~~which ~~2014~~the ~~and~~Partnership ~~2013,~~no ~~respectively,~~longer owns an interest as ~~reflected~~of insuch dates, while the combined statements of operations of the Local Partnerships for the years then ended include the results of operations of such Local Partnerships for the period prior to the sales or other dispositions (see discussion above herein Note 5). The combined balance sheet of the Local Partnerships as of December 31, 2015 only includes balances for Littleton.

The differences between the Partnership’s investment in local partnerships as of March 30, 2015 and 2014 and the amounts reflected as the Partnership’s investment balance in the combined balance sheets of the Local Partnerships as of December 31, 2014 and 2013 herein Note 5 are as follows:26

	2015		2014
Investment in local partnerships as of March 30 - Partnership	$	--	$	--
Carrying Value adjustments (see Note 1)		1,330,343		1,333,195
Distributions paid by Lakeside Housing after December 31, 2014		1,130,054		--
Investment in local partnerships as of December 31, 2014 and 2013 - Local Partnerships’ combined balance sheets	$	2,460,397	$	1,333,195

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

5. Investment in Local Partnerships (Continued)

The combined balance sheets of the Local Partnerships as of December 31, ~~2014~~2015 and ~~2013~~2014 ~~and the combined statements of operations of the Local Partnerships for the years then ended~~ are ~~reflected on pages 33 and 34, respectively. The combined balance sheets of the Local Partnerships~~ as of December 31, 2014 and 2013 do not include any balances in connection with the Local Partnerships in which the Partnership no longer owns an interest as of such dates, while the combined statements of operations of the Local Partnerships for the years then ended include the results of operations of such Local Partnerships for the period prior to the sales or other dispositions (see discussion above herein Note 5).follows:

	2015			2014

ASSETS

Cash and cash equivalents	$	59,863		$	2,479,602
Rents receivable		19,989			141,545
Escrow deposits and reserves		121,865			298,963
Land		512,331			820,233
Buildings and improvements (net of accumulated depreciation of $6,834,349 and $12,637,208)		681,942			3,207,145
Other assets		107,087			264,510

	$	1,503,077		$	7,211,998

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses	$	154,795		$	985,529
Due to related parties		89,577			530,791
Mortgage loans		4,303,080			6,747,505
Notes payable		790,551			242,676
Accrued interest		5,180,496			5,561,951
Other liabilities		82,870			97,956

		10,601,369			14,166,408

Partners' equity (deficit)

American Tax Credit Properties II L.P.
Capital contributions, net of distributions		3,072,138			4,488,474
Cumulative loss		(3,072,138	)		(2,028,077	)

		--			2,460,397

General partners and other limited partners
Capital contributions, net of distributions		(200,277	)		(4,236,274	)
Cumulative loss		(8,898,015	)		(5,178,533	)

		(9,098,292	)		(9,414,807	)

		(9,098,292	)		(6,954,410	)

	$	1,503,077		$	7,211,998

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

5. Investment in Local Partnerships (Continued)

The combined ~~balance~~statements ~~sheets~~of operations of the Local Partnerships asfor ofthe years ended December 31, ~~2014~~2015 and ~~2013~~2014 are as follows:

	2014			2013
	2015			2014
ASSETS
REVENUE
Cash and cash equivalents	$	2,479,602		$	1,596,159
Rental	$	2,074,591		$	8,014,998
Rents receivable		141,545			227,426
Interest and other		59,334			288,833
Escrow deposits and reserves		298,963			3,302,594
TOTAL REVENUE		2,133,925			8,303,831
Land		820,233			1,770,266
EXPENSES
Buildings and improvements (net of accumulated depreciation of $12,637,208 and $40,403,938)		3,207,145			16,732,919
Administrative		298,227			1,123,077
Intangible assets (net of accumulated amortization of $0 and $15,938)		--			146,938
Payroll		312,351			1,067,806
Other assets		264,510			719,227
Utilities		471,125			1,144,163
	$	7,211,998		$	24,495,529
Operating and maintenance		697,670			1,740,936
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Taxes and insurance		320,852			873,582
Liabilities
Financial		258,336			1,460,454
Accounts payable and accrued expenses	$	985,529		$	1,354,945
Depreciation and amortization		514,107			1,311,874
Due to related parties		530,791			692,680
TOTAL EXPENSES		2,872,668			8,721,892
Mortgage loans		6,747,505			30,024,883
LOSS BEFORE GAIN ON SALE OF PROPERTY		(738,743	)		(418,061	)
Notes payable		242,676			967,945
GAIN ON SALE OF PROPERTY		826,288			8,820,227
Accrued interest		5,561,951			5,584,978
NET INCOME	$	87,545		$	8,402,166
Other liabilities		97,956			328,830
NET INCOME (LOSS) ATTRIBUTABLE TO
		14,166,408			38,954,261
American Tax Credit Properties II L.P.*	$	703,510		$	4,540,562
Partners' equity (deficit)
General partners and other limited partners (includes Partnership losses in excess of investment of $660,096 and $949,412 and specially allocated income of $43,256 and $169,045)		(615,965	)		3,861,604
American Tax Credit Properties II L.P.
	$	87,545		$	8,402,166
Capital contributions, net of distributions		4,488,474			12,195,903
Cumulative loss		(2,028,077	)		(10,862,708	)
		2,460,397			1,333,195
General partners and other limited partners
Capital contributions, net of distributions		(4,236,274	)		86,600
Cumulative loss		(5,178,533	)		(15,878,527	)
		(9,414,807	)		(15,791,927	)
		(6,954,410	)		(14,458,732	)
	$	7,211,998		$	24,495,529

33*The allocations of income in 2015 and 2014 are from Westview Arms and Lakeside Housing, respectively, whose Properties were sold. Because the Partnership's investment in such Local Partnerships had reached a zero balance prior to the income allocation, the Partnership has recognized income only to the extent of proceeds received, to be received or paid on behalf of the Partnership in connection with the sales (see discussion above herein Note 5).

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

5. Investment in Local Partnerships (Continued)

The combined statements of operations of the Local Partnerships for the years ended December 31, 2014 and 2013 are as follows:

	2014			2013
REVENUE
Rental	$	8,014,998		$	10,255,263
Interest and other		288,833			184,944
TOTAL REVENUE		8,303,831			10,440,207
EXPENSES
Administrative		1,123,077			2,085,738
Payroll		1,067,806			1,298,419
Utilities		1,144,163			1,238,506
Operating and maintenance		1,740,936			2,244,373
Taxes and insurance		873,582			1,196,223
Financial		1,460,454			1,533,749
Depreciation and amortization		1,311,874			1,850,532
TOTAL EXPENSES		8,721,892			11,447,540
LOSS BEFORE GAIN ON SALE OF PROPERTY		(418,061	)		(1,007,333	)
GAIN ON SALE OF PROPERTY		8,820,227			2,042,871
NET INCOME	$	8,402,166		$	1,035,538
NET INCOME ATTRIBUTABLE TO
American Tax Credit Properties II L.P.*	$	4,540,562		$	--
General partners and other limited partners (includes Partnership losses in excess of investment of $949,412 and $1,405,825 and specially allocated income of $169,045 and $1,300,164)		3,861,604			1,035,538
	$	8,402,166		$	1,035,538

*The 2014 amount reflects an allocation of income from Lakeside Housing, whose Property was sold. Because the Partnership’s investment in Lakeside Housing had reached a zero balance prior to the income allocation, the Partnership has recognized income only to the extent of proceeds received, to be received or paid on behalf of the Partnership in connection with the sale (see discussion above herein Note 5).

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2015 AND 2014

6.	Transactions with General Partner and Affiliates

Pursuant to the terms of the Partnership Agreement, the Partnership incurs an annual management fee (the “"Management Fee”") and an annual additional management fee (the “"Additional Management Fee”") payable to the General Partner for its services in connection with the management of the affairs of the Partnership. The annual Management Fee is equal to the greater of $100,000 or .14% of Invested Assets (as such term is defined in the Partnership Agreement), while the annual Additional Management Fee is equal to .06% of Invested Assets. The cumulative total of the management fees and administration fees (see discussion below herein Note 6) is limited to 0.5% of Invested Assets. The Partnership incurred Management Fees of $6434,~~079~~223 and $8764,~~933~~079 for the years ended March 30, ~~2015~~2016 and ~~2014~~2015, respectively, and Additional Management Fees of $123,~~295~~165 and $2212,~~404~~295 for the years ended March 30, ~~2015~~2016 and ~~2014~~2015, respectively. Such amounts are aggregated and reflected under the caption management fees - affiliate in the accompanying statements of operations and comprehensive income (loss). Unpaid Management Fees and Additional Management Fees in the cumulative amount of $1611,~~912~~800 and $1416,~~538~~912 are included in payable to general partner and affiliates in the accompanying balance sheets as of March 30, ~~2015~~2016 and ~~2014~~2015, respectively.

In addition, pursuant to the terms of the Partnership Agreement, the Partnership is authorized to contract for administrative services provided to the Partnership. From the inception of the Partnership through November 23, 1999, such administrative services were provided by ML Fund Administrators Inc. (“"MLFA”"), an affiliate of the Selling Agent, pursuant to an Administrative Services Agreement. MLFA resigned the performance of its basic services under the Administrative Services Agreement effective November 23, 1999, with certain transitional services continued through April 30, 2000. The General Partner transitioned the administrative services to RAM without any changes to the terms of the Administrative Services Agreement. Pursuant to such agreement, the Partnership incurs an annual administration fee (the “"Administration Fee”") and an annual additional administration fee (the “"Additional Administration Fee”") for administrative services provided to the Partnership. The annual Administration Fee is equal to the greater of $100,000 or .14% of Invested Assets, while the annual Additional Administration Fee is equal to .06% of Invested Assets. The cumulative total of the administration fees and management fees is limited as described above herein Note 6. The Partnership incurred Administration Fees of $6434,~~079~~223 and $8764,~~933~~079 for the years ended March 30, ~~2015~~2016 and ~~2014~~2015, respectively, and Additional Administration Fees of $123,~~295~~165 and $2212,~~404~~295 for the years ended March 30, ~~2015~~2016 and ~~2014~~2015, respectively. Such amounts are aggregated and reflected under the caption administration fees - affiliate in the accompanying statements of operations and comprehensive income (loss). Unpaid Administration Fees and Additional Administration Fees in the cumulative amount of $178,~~039~~023 and $1017,~~738~~039 are included in due to general partner and affiliates in the accompanying balance sheets as of March 30, ~~2015~~2016 and ~~2014~~2015, respectively.

3529

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

7. Taxable Income ~~(Loss)~~

A reconciliation of the financial statement net income of the Partnership for the years ended March 30, ~~2015~~2016 and ~~2014~~2015 to the tax return income ~~(loss)~~ for the years ended December 31, ~~2014~~2015 and ~~2013~~2014 is as follows:

	2015			2014
	2016			2015
Financial statement net income for the years ended March 30, 2015 and 2014	$	4,518,605		$	177,493
Financial statement net income for the years ended March 30, 2016 and 2015	$	176,387		$	4,518,605
Add (less) net transactions occurring between
January 1, 2013 to March 30, 2013		--			(11,075	)
January 1, 2014 to March 30, 2014		--			107,781
January 1, 2014 to March 30, 2014		107,781			(107,781	)
January 1, 2015 to March 30, 2015		1,084,878			(1,084,878	)
January 1, 2015 to March 30, 2015		(1,084,878	)		--
January 1, 2016 to March 30, 2016		22,217			--
Adjusted financial statement net income for the years ended December 31, 2014 and 2013		3,541,508			58,637
Adjusted financial statement net income for the years ended December 31, 2015 and 2014		1,283,482			3,541,508
Management Fees and Administration Fees deductible for tax purposes when paid		2(4,~~196~~051	)		~~(42~~2,~~915~~196	)
Gain on sale of limited partner interests/local partnership properties		4737,~~310,061~~723			14,~~261~~310,~~445~~061
Equity in income (loss) of investment in local partnerships		5(79,~~286,662~~858	)		(15,~~246~~286,~~377~~662	)
Other income from local partnerships		(86,456	)		(317,748	)
Nondeductible flow-through expenses		6,343			--
Other differences		784			9,261
Other income from local partnerships		--			(86,456	)
Tax return income (loss) for the years ended December 31, 2014 and 2013	$	13,054,755		$	(277,697	)
Other differences		(1,096	)		784
Tax return income for the years ended December 31, 2015 and 2014	$	1,942,543		$	13,054,755

The differences between investment in local partnerships for financial reporting and tax purposes as of December 31, ~~2014~~2015 and ~~2013~~2014 are as follows:

	2014			2013
	2015			2014
Investment in local partnerships - financial reporting	$	--		$	--
Investment in local partnerships - tax		(98,~~619~~975,~~371~~477	)		(199,~~129~~619,~~638~~371	)
	$	98,~~619~~975,~~371~~477		$	199,~~129~~619,~~638~~371

Payable to general partner and affiliate in the accompanying balance sheets represents accrued Management Fees and Administration Fees, which are not deductible for tax purposes until paid pursuant to IRC Section 267.

3630

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, ~~2015~~2016 AND ~~2014~~2015

8.	Fair Value of Financial Instruments

The estimated fair value amounts have been determined using available market information, assumptions, estimates and valuation methodologies.

Cash and cash equivalents

The carrying amount approximates fair value.

Investment in Pemberwick Fund, a short duration bond fund

The ~~weighted~~estimated ~~average~~fair ~~duration~~value of Pemberwick’s ~~assets~~ is ~~approximately~~based ~~1.76~~on ~~years~~current asmarket ofquotes ~~March~~received ~~30, 2015. Redemptions~~ from ~~Pemberwick~~active ~~are immediately liquid and unrestricted~~markets. Pemberwick’'s ~~net asset value (“~~NAV”) is ~~$10.06~~calculated and ~~$10.07~~published ~~per~~daily share as of March 30, 2015 and 2014, respectively. The Partnership’s investment in Pemberwick as of March 30, 2015 and 2014 is carried at its fair value of $6,884,812 and $6,149,426, respectively. The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 14). ~~Pemberwick’s NAV was $10.06 as of May 31, 2015.~~

Investment in local partnerships

The Partnership assessed the Carrying Value of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there were indications that a permanent impairment may have occurred. If the Carrying Value of an investment in a Local Partnership exceeded the estimated value derived by management, the Partnership reduced its investment in any such Local Partnership (unless the impairment was considered to be temporary) and included such reduction in equity in income (loss) of investment in local partnerships. Impairment was measured by comparing the investment carrying amount to the estimated residual value of the investment. The investment in local partnerships, carried at zero as of March 30, ~~2015~~2016, approximates fair value. Although the investment in local partnerships was carried at zero as of March 30, ~~2014~~2015, ~~Lakeside~~Westview ~~Housing~~Arms was able to negotiate a sale of its underlying Property during the year ended March 30, ~~2015~~2016 (see Note 5).

3731

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

None.

Item 9A. Controls and Procedures.

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms. Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations. Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of Richman Tax Credits, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the year ended March 30, ~~2015~~2016. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of Richman Tax Credits concluded that Registrant’'s disclosure controls and procedures were effective as of March 30, ~~2015~~2016.

Management’'s Annual Report on Internal Control Over Financial Reporting

Registrant is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer of Richman Tax Credits, Registrant conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992 and updated in 2013. Based on its evaluation, management has concluded that Registrant’'s internal control over financial reporting was effective as of March 30, ~~2015~~2016.

This Annual Report does not include an attestation report of Registrant’'s independent registered public accounting firm regarding internal control over financial reporting. Management’'s report was not subject to attestation by Registrant’'s independent registered public accounting firm pursuant to rules of the SEC that permit Registrant to provide only management’'s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There were no changes in Registrant’'s internal control over financial reporting during the three months ended March 30, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, Registrant’'s internal control over financial reporting.

Item 9B. Other Information.

None.

3832

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Registrant has no officers or directors. The General Partner manages Registrant's affairs and has general responsibility and authority in all matters affecting its business. The responsibilities of the General Partner are currently carried out by Richman Tax Credits. The executive officers and director of Richman Tax Credits are:

	Served in present
Name	capacity since¹	Position held

Richard Paul Richman	October 26, 1988	Director
Brian Myers	June 19, 2015	President
James Hussey	January 20, 2009	Vice President and Treasurer
Gina K. Dodge	October 26, 1988	Vice President and Secretary
Charles L. Krafnick	February 1, 2001	Assistant Treasurer

¹Director holds office until his successor is elected and qualified. All officers serve at the pleasure of the Director.

Richard Paul Richman, age 6768, is the sole Director of Richman Tax Credits. Mr. Richman is the Chairman and a stockholder of Richman Group. Mr. Richman is involved in the syndication, development and management of residential property. Mr. Richman is also the sole director of Richman Housing Credits Inc., an affiliate of Richman Tax Credits and the general partner of the general partner of American Tax Credit Properties III L.P. and the sole director of Richman American Credit Corp., an affiliate of Richman Tax Credits and the manager of American Tax Credit Trust, a Delaware statutory business trust.

Brian Myers, age 5152, is the President of Richman Tax Credits and the President of Richman Asset Management, Inc. (“"RAM”"), an affiliate of Richman Tax Credits. Mr. Myers has been employed by Richman Group or an affiliate since 1997 and is responsible for the overall asset management operations of RAM in connection with Registrant’'s investment in the Local Partnerships.

James Hussey, age 5455, is a Vice President and the Treasurer of Richman Tax Credits. Mr. Hussey, the Treasurer of Richman Group, is engaged primarily in the finance operations of Richman Group. Mr. Hussey, a Certified Public Accountant, has been employed by Richman Group or an affiliate since 2009. In addition, Mr. Hussey is a Vice President and the Treasurer of RAM, engaged primarily in the ~~partnership~~asset management and finance operations of RAM.

Gina K. Dodge, age 5960, is a Vice President and the Secretary of Richman Tax Credits and a Vice President and the Secretary of Richman Group. Ms. Dodge has been employed by Richman Group or an affiliate since 1988 and, as the Director of Investor Services, is responsible for communications with investors.

Charles L. Krafnick, age 5354, is an Assistant Treasurer of Richman Tax Credits and an Assistant Treasurer of Richman Group. Mr. Krafnick, a Certified Public Accountant, has been employed by Richman Group or an affiliate since 1994 and is engaged primarily in the finance operations of Richman Group. In addition, Mr. Krafnick is an Assistant Treasurer of RAM. Mr. Krafnick's responsibilities in connection with RAM include various finance and ~~partnership~~asset management functions.

Registrant is not aware of any family relationship between the director and executive officers listed in this Item 10.

Registrant is not aware of the involvement in certain legal proceedings with respect to the director and executive officers listed in this Item 10.

Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the functions of an audit committee on behalf of Registrant (the “"Audit Committee”"). Each of Mr. Richman, Mr. Hussey and Mr. Krafnick meets the qualifications of an audit committee financial expert. Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under the NASDAQ Stock Market independence standards; however Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee.

The Board of Director of Richman Tax Credits has adopted a code of ethics for senior financial officers of Registrant, applicable to Registrant's principal executive officer, principal financial officer and comptroller or principal accounting officer, or persons performing similar functions. Registrant will provide to any person without charge a copy of such code of ethics upon written request to the General Partner at 340 Pemberwick Road, Greenwich, Connecticut 06831, Attention: Secretary.

3933

Item 11. Executive Compensation.

Registrant has no officers or directors. Registrant does not pay or accrue any fees, salaries or other forms of compensation to the officers or director of Richman Tax Credits and did not pay any such compensation during the years ended March 30, ~~2015~~2016 and ~~2014~~2015. During the years ended March 30, ~~2015~~2016 and ~~2014~~2015, Richman Tax Credits did not pay any compensation to any of its officers or its director. The director and certain officers of Richman Tax Credits receive compensation from certain affiliates of Richman Tax Credits for services performed for various affiliated entities which may include services performed for Registrant.

Under the terms of the Partnership Agreement, Registrant has entered into certain arrangements with the General Partner and certain of its affiliates which provide for compensation to be paid to the General Partner and certain of its affiliates. See Notes 4 and 6 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data of this Annual Report.

Tabular information concerning salaries, bonuses and other types of compensation payable to executive officers has not been included in this Annual Report. As noted above, Registrant has no executive officers. The levels of compensation payable to the General Partner and/or its affiliates is limited by the terms of the Partnership Agreement and may not be increased therefrom on a discretionary basis.

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

Prizm Investments and certain affiliates thereof, having the mailing address P.O. Box 47638, Phoenix, Arizona 85068, are the owners of 6,~~500~~884 Units, representing approximately 1112.6635% of all such Units. As of June 158, ~~2015~~2016, no person or entity, other than Prizm Investments and certain affiliates thereof, was known by Registrant to be the beneficial owner of more than five percent of the Units.

Neither the General Partner, Richman Tax Credits nor the director or any officer of Richman Tax Credits own any Units. Richman Tax Credits is wholly-owned by Richard Paul Richman.

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

Transactions With Related Persons

The General Partner and certain of its affiliates are entitled to receive certain fees and reimbursement of expenses and have received/earned fees for services provided to Registrant as described in Notes 4 and 6 to the audited financial statements included in Item 8 - Financial Statements and Supplementary Data herein. Such fees will continue to be incurred by Registrant during the fiscal year ending March 30, ~~2016~~2017.

Review, Approval or Ratification of Transactions With Related Parties

Pursuant to the terms of the Partnership Agreement, Registrant has specific rights and limitations in conducting business with the General Partner and affiliates. To date, Registrant has followed such provisions of the Partnership Agreement. Registrant's unwritten policies for transacting business with related parties are to first refer to the Partnership Agreement in connection with conducting such business or making payments and then, if circumstances arise for which a new related party transaction is contemplated, present the proposed transaction to certain officers of Richman Tax Credits for review and approval. If any matter in connection with such transaction might be unclear under the terms of the Partnership Agreement, such matter is presented to general or outside counsel for review prior to any such transaction being entered into by Registrant.

Indebtedness of Management

No officer or director of Richman Tax Credits or any affiliate of the foregoing was indebted to Registrant at any time during the years ended March 30, ~~2015~~2016 and ~~2014~~2015.

Corporate Governance

As discussed elsewhere in this Annual Report, Registrant does not have any directors, although as noted above Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the functions of an audit committee on behalf of Registrant. Under NASDAQ Stock Market independence standards, Mr. Richman, Mr. Hussey and Mr. Krafnick would not be considered independent as they serve as director/officers of Richman Tax Credits. Although Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under NASDAQ rules, Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee. Registrant is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent, and Registrant is not required to have an audit committee which consists of independent directors and meets the other requirements of the Securities Exchange Act of 1934 and the rules promulgated thereunder.

4034

Item 14. Principal Accountant Fees and Services.

Registrant’'s independent registered public accounting firm billed Registrant the following fees for professional services rendered in the years ended March 30, ~~2015~~2016 and ~~2014~~2015:

	2015		2014
	2016		2015
Audit Fees	$	27,000	$	27,000
Audit-Related Fees		--		--
Tax Fees	$	1321,750	$	13,750
All Other Fees		--		--

Audit fees consist of fees for the annual audit and review of Registrant’'s interim financial statements and review of documents filed with the SEC. Tax fees ~~generally~~ represent fees for annual tax return preparation and consulting. There were no other accounting fees incurred by Registrant in fiscal ~~2015~~2016 and ~~2014~~2015.

The Audit Committee has adopted a set of pre-approval policies and procedures under which, pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and permitted non-audit services to be performed by the independent registered public accounting firm require pre-approval by the Audit Committee. The Audit Committee approved all fiscal ~~2015~~2016 and ~~2014~~2015 principal accountant fees and services.

4135

PART IV

Item 15. Exhibits and Financial Statement Schedules.

	(a)	Financial Statements, Financial Statement Schedules and Exhibits.
	(1)	Financial Statements.
		See Item 8 - Financial Statements and Supplementary Data.
	(2)	Financial Statement Schedules.
		No financial statement schedules are included because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes thereto.

(a)

Financial Statements, Financial Statement Schedules and Exhibits.

(1)

Financial Statements.

See Item 8 - Financial Statements and Supplementary Data.

(2)

Financial Statement Schedules.

(3)

Exhibits.

		Incorporated by
	Exhibit	Reference to
4.1	Amended and Restated Agreement of Limited Partnership of Registrant	Exhibit A to Registrant’'s Prospectus filed May 16, 1989 (File No. 33-25337)
10.01	1989 Westview Arms Limited Partnership	Exhibit 10.8 to Form 10-Q
	Amended and Restated Certificate and	Report for the period ended September 29, 1990
	Articles of Limited Partnership	(File No. 0-18405)
10.02	2000-2100 Christian Street Associates	Exhibit 10.8 to Form 10-Q
	Amended and Restated Agreement of	Report for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)
10.03	Ann Ell Apartments Associates, Ltd.	Exhibit 10.1 to Form 10-Q
	Second Amended and Restated Agreement of	Report for the period ended June 29, 1990
	Limited Partnership	(File No. 0-18405)
10.04	Auburn Hills Apartments Limited	Exhibit 10.2 to Form 10-Q
	Partnership Amended and	Report for the period ended June 29, 1990
	Restated Certificate and Articles	(File No. 0-18405)
	of Limited Partnership
10.05	Auburn Hills Townhouses Limited	Exhibit 10.01 to Form 10-K
	Partnership Amended and Restated	Report for the year ended March 30, 1990
	Agreement of Limited Partnership	(File No. 0-18405)
10.06	Batesville Family, L.P. Amended and	Exhibit 10.02 to Form 10-K
	Restated Agreement of Limited	Report for the year ended March 30, 1990
	Partnership	(File No. 0-18405)
10.07	Batesville Family, L.P. First	Exhibit 10.05 to Form 10-K
	Amendment to the Amended and	Report for the year ended March 30, 1992
	Restated Agreement of Limited Partnership	(File No 0-18405)
10.08	Amendment No. 1 to the Batesville Family, L.P.	Exhibit 10.06 to Form 10-K
	Amended and Restated	Report for the year ended March 30, 1992
	Agreement of Limited Partnership	(File No. 0-18405)
10.09	Amendment No. 2 to the Batesville	Exhibit 10.1 to Form 10-Q
	Family, L.P. Amended and Restated	Report for the period ended December 30, 1990
	Agreement of Limited Partnership	(File No. 0-18405)

4236

		Incorporated by
	Exhibit	Reference to

10.10	Batesville Family, L.P. Amendment	Exhibit 10.1 to Form 10-Q
	No. 3 to Amended and Restated	Report for the period ended December 30, 1991
	Agreement of Limited Partnership	(File No. 0-18405)

10.11	Browning Road Phase I, L.P.	Exhibit 10.1 to Form 10-Q
	Amended and Restated Agreement	Report for the period ended September 29, 1990
	of Limited Partnership	(File No. 0-18405)

10.12	Browning Road Phase I, L.P.	Exhibit 10.2 to Form 10-Q
	First Agreement to Amended and	Report for the period ended September 29, 1990
	Restated Agreement of Limited Partnership	(File No. 0-18405)

10.13	Bruce Housing Associates, L.P.	Exhibit 10.03 to Form 10-K
	Amended and Restated Agreement of	Report for the year ended March 30, 1990
	Limited Partnership	(File No. 0-18405)

10.14	Amendment No. 1 to the	Exhibit 10.12 to Form 10-K
	Bruce Housing Associates, L.P.	Report for the year ended March 30, 1992
	Amended and Restated Agreement	(File No. 0-18405)
	of Limited Partnership

10.15	Bruce Housing Associates, L.P.	Exhibit 10.13 to Form 10-K
	First Amendment to Amended and Restated	Report for the year ended March 30, 1992
	Agreement of Limited Partnership	(File No. 0-18405)

10.16	Amendment No. 2 to the Bruce Housing	Exhibit 10.2 to Form 10-Q
	Associates, L.P. Amended and	Report for the period ended December 30, 1990
	Restated Agreement of Limited Partnership	(File No. 0-18405)

10.17	Bruce Housing Associates, L.P.	Exhibit 10.2 to Form 10-Q
	Amendment No. 3 to the Amended	Report for the period ended December 30, 1991
	and Restated Agreement of	(File No. 0-18405)
	Limited Partnership

10.18	Canton Partners, L.P.	Exhibit 10.2 to Form 10-Q
	Amended and Restated Agreement of	Report for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)

10.19	Carrington Limited Dividend Housing	Exhibit 10.3 to Form 10-Q
	Association Limited Partnership	Report for the period ended September 29, 1990
	Amended and Restated Agreement	(File No. 0-18405)
	of Limited Partnership

10.20	Carrington Limited Dividend	Exhibit 10.4 to Form 10-Q
	Housing Association Limited Partnership	Report for the period ended September 29, 1990
	Second Amended and Restated	(File No. 0-18405)
	Agreement of Limited Partnership

10.21	Carrington Limited Dividend Housing Association	Exhibit 10.3 to Form 10-Q
	Limited Partnership Amendment No. 1 to the	Report for the period ended December 30, 1990
	Second Amended and Restated Agreement	(File No. 0-18405)
	of Limited Partnership

10.22	Christian Street Associates	Exhibit 10.2 to Form 10-Q
	Limited Partnership Second Amended and	Report for the period ended September 29, 1989
	Restated Agreement and Certificate	(File No. 33-25337)
	of Limited Partnership

4337

		Incorporated by
	Exhibit	Reference to

10.23	Cityside Apartments, Phase II, L.P.	Exhibit 10.1 to Form 10-Q
	Amended and Restated Agreement of	Report for the period ended September 29, 1989
	Limited Partnership	(File No. 33-25337)

10.24	Amendment No. 1 to Cityside	Exhibit 10.22 to Form 10-K
	Apartments, Phase II, L.P.	Report for the year ended March 30, 1992
	Amended and Restated Agreement of	(File No. 0-18405)
	Limited Partnership

10.25	Cleveland Square, Ltd.	Exhibit 10.07 to Form 10-K
	Amended and Restated Agreement of	Report for the year ended March 30, 1990
	Limited Partnership	(File No. 0-18405)

10.26	College Avenue Apartments	Exhibit 10.7 to Form 10-Q
	Limited Partnership Amended	Report for the period ended December 30, 1989
	and Restated and Articles of	(File No. 33-25337)
	Partnership in Commendam

10.27	Corrigan Square, Ltd.	Exhibit 10.09 to Form 10-K
	Amended and Restated Agreement of	Report for the year ended March 30, 1990
	Limited Partnership	(File No. 0-18405)

10.28	Critical Ventures Housing	Exhibit 10.3 to Form 10-Q
	Partnership III, A Washington Limited	Report for the period ended June 29, 1990
	Partnership Amended and Restated	(File No. 0-18405)
	Agreement of Limited Partnership

10.29	De Queen Villas Limited Partnership	Exhibit 10.11 to Form 10-K
	Amended and Restated Certificate and	Report for the year ended March 30, 1990
	Agreement of Limited Partnership	(File No. 0-18405)

10.30	Dermott Villas Limited Partnership	Exhibit 10.12 to Form 10-K
	Amended and Restated Certificate and	Report for the year ended March 30, 1990
	Agreement of Limited Partnership	(File No. 0-18405)

10.31	Eagle View, Ltd. Second Amended and	Exhibit 10.4 to Form 10-K
	Restated Certificate of Limited	Report for the period ended June 29, 1990
	Partnership and Limited Partnership Agreement	(File No. 0-18405)

10.32	Elm Hill Housing Limited Partnership	Exhibit 10.13 to Form 10-K
	Second Amended and Restated	Report for the year ended March 30, 1990
	Agreement and Certificate of Limited Partnership	(File No. 0-18405)

10.33	Eudora Manor Limited Partnership	Exhibit 10.14 to Form 10-K
	Amended and Restated Agreement	Report for the year ended March 30, 1990
	and Certificate of Limited Partnership	(File No. 0-18405)

10.34	Forest Village Housing Partnership	Exhibit 10.2 to Form 10-Q
	Amendment No. 1 to Amended and Restated	Report for the period ended December 30, 1993
	Agreement of Limited Partnership	(File No. 0-18405)

10.35	Amended and Restated Agreement	Exhibit 10.5 to Form 10-Q
	of Limited Partnership	Report for the period ended September 29, 1990
	Harborside Housing Limited Partnership	(File No. 0-18405)

4438

		Incorporated by
	Exhibit	Reference to

10.36	Hill Com I Associates Limited	Exhibit 10.9 to Form 10-Q
	Partnership Amended and Restated	Report for the period ended December 30, 1989
	Agreement and Certificate of Limited Partnership	(File No. 33-25337)

10.37	Hill Com I Associates	Exhibit 10.35 to Form 10-K
	Limited Partnership First Amendment	Report for the year ended March 30, 1992
	to Amended and Restated Agreement and	(File No. 0-18405)
	Certificate of Limited Partnership

10.38	Hill Com II Associates Limited	Exhibit 10.10 to Form 10-Q
	Partnership Amended and Restated	Report for the period ended December 30, 1989
	Agreement and Certificate of Limited Partnership	(File No. 33-25337)

10.39	Hill Com II Associates Limited	Exhibit 10.37 to Form 10-K
	Partnership First Amendment to	Report for the year ended March 30, 1992
	Amended and Restated Agreement and	(File No. 0-18405)
	Certificate of Limited Partnership

10.40	Hughes Manor Limited Partnership	Exhibit 10.17 to Form 10-K
	Amended and Restated Certificate	Report for the year ended March 30, 1990
	and Articles of Limited Partnership	(File No. 0-18405)

10.41	Ivy Family, L.P. Amended and	Exhibit 10.18 to Form 10-K
	Restated Agreement of Limited	Report for the year ended March 30, 1990
	Partnership	(File No. 0-18405)

10.42	Amendment No. 1 to the Ivy Family,	Exhibit 10.4 to Form 10-Q
	L.P. Amended and Restated Agreement	Report for the period ended December 30, 1990
	of Limited Partnership	(File No. 0-18405)

10.43	Ivy Family, L.P. Amendment No. 3 to the	Exhibit 10.3 to Form 10-Q
	Amended and Restated Agreement	Report for the period ended December 30, 1991
	of Limited Partnership	(File No. 0-18405)

10.44	Second Amended and Restated Agreement	Exhibit 10.6 to Form 10-Q
	of Limited Partnership Lakeside Housing	Report for the period ended September 29, 1990
	Limited Partnership	(File No. 0-18405)

10.45	Lawrence Road Properties, Ltd.	Exhibit 10.11 to Form 10-Q
	Amended and Restated Agreement of	Report for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)

10.46	Amendment No. 2 to the Lawrence Road	Exhibit 10.5 to Form 10-Q
	Properties, Ltd. Amended and	Report for the period ended December 30, 1990
	Restated Agreement of Limited	(File No. 0-18405)
	Partnership

10.47	Lawrence Road Properties, Ltd.	Exhibit 10.4 to Form 10-Q
	Amendment No. 3 to the Amended and Restated	Report for the period ended December 30, 1991
	Agreement of Limited Partnership	(File No. 0-18405)

10.48	Lexington Estates Ltd., A Mississippi	Exhibit 10.20 to Form 10-K
	Limited Partnership Amended and Restated	Report for the year ended March 30, 1990
	Agreement of Limited Partnership	(File No. 0-18405)

4539

		Incorporated by
	Exhibit	Reference to

10.49	Littleton Avenue Community	Exhibit 10.3 to Form 10-Q
	Village, L.P. Amended and	Report for the period ended September 29, 1989
	Restated Agreement of Limited Partnership	(File No. 33-25337)

10.50	Lula Courts Ltd., L.P.	Exhibit 10.22 to Form 10-K
	Amended and Restated Agreement of	Report for the year ended March 30, 1990
	Limited Partnership	(File No. 0-18405)

10.51	Magee Elderly, L.P. Amended	Exhibit 10.1 to Form 10-Q
	and Restated Agreement of	Report for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)

10.52	Mirador del Toa Limited Partnership	Exhibit 10.5 to Form 10-Q
	(A Delaware Limited Partnership)	Report for the period ended June 29, 1990
	Amended and Restated Agreement	(File No. 0-18405)
	of Limited Partnership

10.53	Amendment No. 1 to the Mirador	Exhibit 10.40 to Form 10-K
	del Toa Limited Partnership	Report for the year ended March 30, 1991
	(A Delaware Limited Partnership)	(File No. 0-18405)
	Amended and Restated Agreement
	of Limited Partnership

10.54	Nixa Heights Apartments, L.P.	Exhibit 10.24 to Form 10-K
	Amended and Restated Agreement and	Report for the year ended March 30, 1990
	Certificate of Limited Partnership	(File No. 0-18405)

10.55	North Hills Farms Limited	Exhibit 10.6 to Form 10-Q
	Partnership Second Amended and Restated	Report for the period ended June 29, 1990
	Agreement of Limited Partnership	(File No. 0-18405)

10.56	First Amendment to the	Exhibit 10.54 to Form 10-K
	North Hills Farms Limited Partnership	Report for the year ended March 30, 1992
	Second Amended and Restated Agreement	(File No. 0-18405)
	of Limited Partnership

10.57	Patton Place Limited Partnership	Exhibit 10.25 to Form 10-K
	Second Amended and Restated Agreement	Report for the year ended March 30, 1990
	of Limited Partnership	(File No. 0-18405)

10.58	Plantersville Family, L.P.	Exhibit 10.26 to Form 10-K
	Amended and Restated Agreement of	Report for the year ended March 30, 1990
	Limited Partnership	(File No. 0-18405)

10.59	Powelton Gardens Associates	Exhibit 10.6 to Form 10-Q
	Amended and Restated Agreement of	Report for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)

10.60	Purvis Heights Properties, L.P.	Exhibit 10.28 to Form 10-K
	Amended and Restated Agreement of	Report for the year ended March 30, 1990
	Limited Partnership	(File No. 0-18405)

10.61	Purvis Heights Properties, L.P.	Exhibit 10.60 to Form 10-K
	First Amendment to Amended and	Report for the year ended March 30, 1992
	Restated Agreement of Limited Partnership	(File No. 0-18405)

4640

		Incorporated by
	Exhibit	Reference to

10.62	Amendment No. 1 to the Purvis Heights	Exhibit 10.61 to Form 10-K
	Properties, L.P. Amended and Restated	Report for the year ended March 30, 1992
	Agreement of Limited Partnership	(File No. 0-18405)

10.63	Amendment No. 2 to the Purvis Heights	Exhibit 10.6 to Form 10-Q
	Properties, L.P. Amended and	Report for the period ended December 30, 1990
	Restated Agreement of Limited	(File No. 0-18405)
	Partnership

10.64	Purvis Heights Properties, L.P.	Exhibit 10.5 to Form 10-K
	Amendment No. 3 to the	Report for the period ended December 30, 1991
	Amended and Restated	(File No. 0-18405)
	Agreement of Limited Partnership

10.65	Queen Lane Investors Amended and	Exhibit 10.29 to Form 10-K
	Restated Agreement and Certificate	Report for the year ended March 30, 1990
	of Limited Partnership	(File No. 0-18405)

10.66	Queen Lane Investors Amendment No. 1	Exhibit 10.7 to Form 10-Q
	to Amended and Restated Agreement	Report for the period ended December 30, 1990
	and Certificate of Limited Partnership	(File No. 0-18405)

10.67	Renova Properties, L.P. Amended	Exhibit 10.3 to Form 10-Q
	and Restated Agreement of	Report for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)

10.68	Santa Juanita Limited Dividend	Exhibit 10.5 to Form 10-Q
	Partnership Amended and Restated	Report for the period ended December 30, 1989
	Agreement of Limited Partnership	(File No. 33-25337)

10.69	Second Amendment of Limited Partnership	Exhibit 10.68 to Form 10-K
	of Santa Juanita Limited Dividend Partnership	Report for the year ended March 30, 1994
	and Amendment No. 2 to the Amended and	(File No. 0-18405)
	Restated Agreement of Limited Partnership

10.70	Amendment No. 1 to Santa Juanita Limited	Exhibit 10.1 to Form 10-Q
	Dividend Partnership L.P. Amended and	Report for the period ended September 29, 1995
	Restated Agreement of Limited Partnership	(File No. 0-18405)
	(Replaces in its entirety Exhibit 10.69 hereof.)

10.71	Amendment No. 2 to Santa Juanita Limited	Exhibit 10.2 to Form 10-Q
	Dividend Partnership L.P. Amended and	Report for the period ended September 29, 1995
	Restated Agreement of Limited Partnership	(File No. 0-18405)

10.72	Simpson County Family, L.P.	Exhibit 10.4 to Form 10-Q
	Amended and Restated Agreement of	Report for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)

10.73	Summers Village Limited Partnership	Exhibit 10.7 to Form 10-Q
	Amended and Restated Certificate	Report for the period ended June 29, 1990
	of Limited Partnership and	(File No. 0-18405)
	Limited Partnership Agreement

4741

		Incorporated by
	Exhibit	Reference to

10.74	Tchula Courts Apartments, L.P.	Exhibit 10.33 to Form 10-K
	Amended and Restated Agreement and	Report for the year ended March 30, 1990
	Certificate of Limited Partnership	(File No. 0-18405)

10.75	The Pendleton (A Louisiana Partnership	Exhibit 10.7 to Form 10-Q
	in Commendam) Third Amended and	Report for the period ended September 29, 1990
	Restated Articles of Partnership	(File No. 0-18405)

10.76	Trenton Heights Apartments, L.P.	Exhibit 10.34 to Form 10-K
	Amended and Restated Agreement and	Report for the year ended March 30, 1990
	Certificate of Limited Partnership	(File No. 0-18405)

10.77	Twin Pine Family, L.P. Amended and	Exhibit 10.35 to Form 10-K
	Restated Agreement of Limited	Report for the year ended March 30, 1990
	Partnership	(File No. 0-18405)

10.78	Village Creek Limited Partnership	Exhibit 10.8 to Form 10-Q
	Amended and Restated Certificate and	Report for the period ended June 29, 1990
	Articles of Limited Partnership	(File No. 0-18405)

10.79	York Park Associates Limited Partnership	Exhibit 10.1 to Form 10-Q
	Amended and Restated Agreement of	Report for the period ended June 29, 1989
	Limited Partnership	(File No. 33-25337)

10.80	Non-Negotiable Purchase Money	Exhibit 10.8 to Form 10-Q
	Promissory Notes dated as of	Report for the period ended December 30, 1990
	January 19, 1990	(File No. 0-18405)

10.81	Non-Negotiable Purchase Money	Exhibit 10.9 to Form 10-Q
	Promissory Notes dated as of May 1, 1990	Report for the period ended December 30, 1990
		(File No. 0-18405)

10.82	Assignment and Assumption Agreements	Exhibit 10.63 to Form 10-K
	dated as of June 28, 1991 on the	Report for the year ended March 30, 1991
	Non-Negotiable Purchase Money	(File No. 0-18405)
	Promissory Notes dated as of January 19, 1990

10.83	Assignment and Assumption Agreements	Exhibit 10.64 to Form 10-K
	dated as of June 28, 1991 on the	Report for the year ended March 30, 1991
	Non-Negotiable Purchase Money	(File No. 0-18405)
	Promissory Notes dated as of May 1, 1990

10.84	Promissory Note and Loan Agreement	Exhibit 10.1 to Form 10-Q
	dated November 12, 1993	Report for the period ended December 30, 1993
		(File No. 0-18405)

16.1	Letter to the Securities and Exchange Commission	Exhibit 16.1 to Current Report on
	from Reznick Group, P.C., dated November 9, 2012	Form 8-K filed on November 9, 2012

16.2	Letter to the Securities and Exchange Commission	Exhibit 16.1 to Current Report on
	from CohnReznick LLP, dated July 24, 2013	Form 8-K filed on July 24, 2013

*31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

*31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

4842

		Incorporated by
	Exhibit	Reference to
*32.1	Section 1350 Certification of Chief Executive Officer
*32.2	Section 1350 Certification of Chief Financial Officer
99.1	Pages 14 through 33 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.1 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)
99.2	Pages 47 through 70 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.2 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)
99.3	Pages 86 through 88 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.3 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)
99.4	Supplement No. 1 dated July 25, 1989 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.4 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)
99.5	Supplement No. 2 dated September 18, 1989 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.5 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)
99.6	Independent Auditors’' Report of 1989 Westview Arms Limited Partnership as of and for the years ended December 31, 2004 and 2003	Exhibit 99.4 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)
99.7	Independent Auditor’'s Report of Auburn Hills Townhouses Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.5 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)
99.8	Independent Auditor’'s Report of Bruce Housing Associates, LTD as of and for the years ended December 31, 2004 and 2003	Exhibit 99.6 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)
99.9	Report of Independent Registered Public Accounting Firm of Carrington L.D.H.A. Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.7 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)
99.10	Independent Auditors’' Report of College Avenue Apartments Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.8 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)
99.11	Independent Auditor’'s Report of North Hill Farms Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.9 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)
99.12	Independent Auditors’' Report of Purvis Heights Properties, L.P. as of and for the years ended December 31, 2004 and 2003	Exhibit 99.10 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)
99.13	Independent Auditors’' Report of 1989 Westview Arms Limited Partnership as of and for the years ended December 31, 2005 and 2004	Exhibit 99.11 to Form 10-K Report for the year ended March 30, 2006 (File No. 0-18405)

4943

		Incorporated by
	Exhibit	Reference to
99.14	Audited Financial Statements of North Hill Farms Limited Partnership as of and for the year ended December 31, 2005	Exhibit 99.12 to Form 10-K Report for the year ended March 30, 2006 (File No. 0-18405)
99.15	Audited Financial Statements of North Hill Farms Limited Partnership as of and for the year ended December 31, 2006	Exhibit 99.13 to Form 10-K Report for the year ended March 30, 2007 (File No. 0-18405)
99.16	Report of Independent Registered Public Accounting Firm of North Hill Farms Limited Partnership as of and for the year ended December 31, 2006	Exhibit 99.14 to Form 10-K Report for the year ended March 30, 2007 (File No. 0-18405)
99.17	Audited Financial Statements of Patton Place Limited Partnership as of and for the year ended December 31, 2006	Exhibit 99.15 to Form 10-K Report for the year ended March 30, 2007 (File No. 0-18405)
99.18	Report of Independent Registered Public Accounting Firm of North Hill Farms Limited Partnership as of and for the year ended December 31, 2007	Exhibit 99.16 to Form 10-K Report for the year ended March 30, 2008 (File No. 0-18405)
99.19	Deferred Fee Agreement between Registrant, the General Partner and ML Fund Administrators Inc.	Exhibit 99.19 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)
**101 INS	XBRL Instance Document
**101 SCH	XBRL Schema Document
**101 CAL	XBRL Calculation Linkbase Document
**101 DEF	XBRL Definition Linkbase Document
**101 LAB	XBRL Labels Linkbase Document
**101 PRE	XBRL Presentation Linkbase Document
**101	Financial Statements from the Annual Report on Form 10-K of the Registrant for the year ended March 30, ~~2015~~2016, formatted in Extensible Business Reporting Language (“"XBRL”"); (i) Balance Sheets as of March 30, ~~2015~~2016 and ~~2014~~2015; (ii) Statements of Operations and Comprehensive Income (Loss) for the years ended March 30, ~~2015~~2016 and ~~2014~~2015; (iii) Statements of Changes in Partners’' Equity (Deficit) for the years ended March 30, ~~2015~~2016 and ~~2014~~2015; and (iv) Statements of Cash Flows for the years ended March 30, ~~2015~~2016 and ~~2014~~2015

*Filed herewith.

**Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “"filed”" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.

(b)

Exhibits.

See (a)(3) above.

(c)

Financial Statement Schedules.

See (a)(2) above.

5045

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN TAX CREDIT PROPERTIES II L.P.
	(a Delaware limited partnership)
	By: Richman Tax Credit Properties II L.P.,
	General Partner
	By: Richman Tax Credits Inc.,
	general partner
Dated: June 26, 2015	/s/Brian Myers
Dated: June 21, 2016	/s/Brian Myers
	Brian Myers
	Chief Executive Officer
Dated: June 26, 2015	/s/James Hussey
Dated: June 21, 2016	/s/James Hussey
	James Hussey
	Chief Financial Officer

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

Signature	Title	Date
/s/Brian Myers	Chief Executive Officer of the general	June 2621, ~~2015~~2016
(Brian Myers)	partner of the General Partner
/s/James Hussey	Chief Financial Officer of the general	June 2621, ~~2015~~2016
(James Hussey)	partner of the General Partner
/s/Richard Paul Richman	Sole Director of the general partner of the	June 2621, ~~2015~~2016
(Richard Paul Richman)	General Partner

5146

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