UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, ~~2016~~2017

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

Commission File Number 0033-~~13782~~37704-03

INDEPENDENCE TAX CREDIT PLUS L.P. II

(Exact name of registrant as specified in its charter)


Delaware		13-3646846
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1225 17th Street, Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (303) 927-5000

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

None

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

Title of Class

Limited Partnership Interests and Beneficial Assignment Certificates

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No ☑

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

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

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No 

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

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑ (Do not check if a ~~smaller~~Emerging ~~reporting~~growth company) ~~Smaller~~☐ smaller reporting company ☑)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

The approximate aggregate book value of the voting and non-voting common equity held by non-affiliates of the Registrant as of September 30, 2015 was ($17,546,000) based on Limited Partner equity (deficit) as of such date.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the elected transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act ☐

The approximate aggregate book value of the voting and non-voting common equity held by non-affiliates of the Registrant as of September 30, 2016 was ($18,279,000) based on Limited Partner equity (deficit) as of such date.

Registrant’s voting and non-voting common equity is not publicly traded.

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

		PageNumber
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1110
Item 8.	Financial Statements and Supplementary Data	1211
	Consolidated Balance Sheets	1615
	Consolidated Statements of Operations	1716
	Consolidated Statements of Changes in Partners’ (Deficit) Equity	1817
	Consolidated Statements of Cash Flows	1918
	Notes to Consolidated Financial Statements	2019
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2931
Item 9A.	Controls and Procedures	2931
Item 9B.	Other Information	2931
Part III
Item 10.	Director, Executive Officers, and Corporate Governance	3032
Item 11.	Executive Compensation	3032
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3133
Item 13.	Certain Relationships and Related Transactions, and Directors Independence	3134
Item 14.	Principal Accountant Fees and Services	3234
Part IV
Item 15.	Exhibits, Financial Statement Schedules	3335
Signatures		3537

- 2 -

Table of Contents

PART I

Item 1. Business.

General

Independence Tax Credit Plus L.P. II (the “Partnership”) is a limited partnership which was formed under the laws of the State of Delaware on February 11, 1992. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership (the “General Partner”). The general partner of the General Partner is Independence Associates GP LLC, a Delaware limited liability company. Centerline Holding Company (“Centerline”) was the ultimate parent of Centerline Affordable Housing Advisors LLC (“CAHA”), the sole member of the Manager of the General Partner. On April 15, 2015, Alden Torch Financial, LLC, a newly formed Delaware limited liability company (“ATF”), became the indirect owner of 100% of the equity interest in Centerline. Since April 15, 2015, ATF has been the ultimate parent and indirect owner of 100% of the equity interests in CAHA.

On January 19, 1993, the Partnership commenced a public offering (the “Offering”) of Beneficial Assignment Certificates (“BACs”) representing assignments of limited partnership interests in the Partnership (“Limited Partnership Interests”). The Partnership received $58,928,000 of gross proceeds from the Offering (the “Gross Proceeds”) from 3,475 investors (“BACs holders”). The Offering was terminated on April 7, 1994.

The Partnership’s business ishad been primarily to invest as a limited partner in other partnerships (“Local Partnerships”, “subsidiaries” or “subsidiary partnership”) owning apartment complexes (“Apartment Complexes” or “Properties”) that are eligible for the low-income housing tax credit (“Tax Credit”) enacted in the Tax Reform Act of 1986, some of which may have also been eligible for the historic rehabilitation tax credit (“Historic Tax Credit”). As of March 31, ~~2016~~2017, the Partnership ~~has~~had ownership interests in one remaining investment. As of March 31, ~~2016~~2017, the Partnership has sold its limited partnership interests in thirteen Local Partnerships and one Local Partnership sold its property and the related assets and liabilities. As of March 31, ~~2016~~2017, approximately $47,000,000 (not including acquisition fees of approximately $3,502,000) of the net proceeds of the Offering had been invested in the fifteen Local Partnerships originally acquired by the Partnership, all of which has been paid to the Local Partnerships. On May 15, 2017 the Partnership sold its only remaining limited partnership interest. See Item 2. Properties below.

Investment Objectives/Government Incentives

The Partnership was formed to invest in Apartment Complexes that are eligible for the Tax Credit enacted in the Tax Reform Act of 1986. Some Apartment Complexes may have also been eligible for Historic Tax Credits. The investment objectives of the Partnership are described below:

Entitle qualified BACs holders to Tax Credits over the period of the Partnership’s entitlement to claim Tax Credits (for each Property, generally ten years from the date of investment or, if later, the date the Property is leased to qualified tenants; referred to herein as the “Credit Period”) with respect to each Apartment Complex.

Preserve and protect the Partnership’s capital.

Participate in any capital appreciation in the value of the Properties and provide distributions of sale or refinancing proceeds upon the disposition of the Properties.

Allocate passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocate passive losses to corporate BACs holders to offset business income.

One of the Partnership’s objectives is to entitle qualified BACs holders to Tax Credits over the Credit Period. Each of the Local Partnerships in which the Partnership acquired an interest were allocated by the relevant state credit agencies the authority to recognize Tax Credits during the Credit Period provided that the Local Partnership satisfied the rent restriction, minimum set-aside and other requirements for recognition of the Tax Credits at all times during such period. Once a Local Partnership became eligible to recognize Tax Credits, it could lose such eligibility and suffer an event of “recapture” if its Property failed to remain in compliance with the Tax Credit requirements during the 15-year period commencing at the beginning of the Credit Period (“Compliance Period”). All the Local Partnerships have completed their Credit Periods and Compliance Periods, without any recapture other than Mansion Court Associates, which at December 31, 2008, was required to recapture $190,635 of low-income housing tax credits.

A loss on impairment of assets is recorded when management estimates amounts recoverable through future operations and sale of the Property on an undiscounted basis are below depreciated cost. At that time the Property investments themselves are reduced to estimated fair value (using the fair market value based on comparative sales). During the year ended March 31, ~~2016~~2017, the Partnership did not record any aggregate loss on impairment of assets. Through March 31, ~~2016~~2017, the Partnership has recorded approximately $31,906,000 as an aggregate loss on impairment of assets.

The Credit Period, in and of itself, has not been the only factor in determining whether there is an impairment and generally ~~does~~did not have any adverse impact on the fair value of the Local Partnerships.

There can be no assurance that the Partnership will achieve its investment objectives as described above, and the Partnership will not meet objectives 2 or 3, also as noted above.

- 3 -

Table of Contents

There can be no assurance that the Partnership will achieve its investment objectives as described above, and it is unlikely that the Partnership will meet objective 3, also as noted above.

The Partnership is subject to the risks incidental to potential losses arising from the management and ownership of improved real estate. The Partnership can also be affected by poor economic conditions generally. There are also substantial risks associated with owning interests in properties, as does the Partnership, which receive government assistance, for example the possibility that Congress may not appropriate funds to enable the Department of Housing and Urban Development (“HUD”) to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s equity contribution. The Partnership cannot sell or substantially liquidate its remaining investment during the period that the subsidy agreement is in existence without HUD’s approval. Furthermore, there may not be market demand for apartments at full market rents when the rental assistance contract expires.

Sale of Underlying Local Partnerships

The Partnership issold ~~in the process of disposing of~~ its last remaining investment on May 15, 2017. As of March 31, ~~2016~~2017, the Partnership has sold its limited partnership interests in thirteen Local Partnerships, and one Local Partnership sold its property and the related assets and liabilities. ~~The Partnership is expecting to dispose of its last remaining investment within the next year; however, there can be no assurance as to that timing or the amount of proceeds that may be received.~~ However, based on the historical operating results of the remaining Local Partnership and the current economic conditions, the proceeds from such sales received by the Partnership will not be sufficient to return to the limited partners their original investments. All gains and losses on sales are included in discontinued operations.

Segments

The Partnership operates in one segment, which is the investment in multi-family residential property. Financial information about this segment is set forth in Item 8 hereto.

Competition

The real estate business is highly competitive and the Partnership’s remaining Property continues to have active competition from similar properties in its vicinity. Various other limited partnerships have, in the past, and may, in the future, be formed by the General Partner and/or its affiliates to engage in businesses which may be competitive with the Partnership.

Employees

The Partnership does not have any direct employees. All services are performed for the Partnership by the General Partner and its affiliates. The General Partner receives compensation in connection with such activities as set forth in Items 11 and 13. In addition, the Partnership reimburses the General Partner and certain of its affiliates for expenses incurred in connection with the performance by their employees of services for the Partnership in accordance with the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).

Item 1A. Risk Factors.

See item 1, “Business”.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

The Partnership is subject to the risks incidental to potential losses arising from the management and ownership of improved real estate. The Partnership can also be affected by poor economic conditions. The Partnership had originally acquired interests in fifteen Local Partnerships, all of which have been, or were, consolidated for accounting purposes. As of March 31, ~~2016~~2017, the Partnership has sold its limited partnership interests in thirteen Local Partnerships and one Local Partnership sold its property and the related assets and liabilities. There can be no assurance as to when the Partnership will dispose of its last remaining investment or the amount of proceeds which may be received. The Partnership’s investment in the last remaining Local Partnership represents 98.99% of the partnership interest in such Local Partnership. Set forth below is a schedule of the Local Partnerships including certain information concerning their respective Apartment Complexes (the “Local Partnership Schedule”). Further information concerning these Local Partnerships and their Properties, including any encumbrances affecting the Properties, may be found in Schedule III to the financial statements which are included herein.

- 4 -

Table of Contents

Local Partnership Schedule

Name and Location

% of Units Occupied at May 1,

(Number of Units)

Date Acquired

~~2016~~2017

~~2015~~2016

~~2014~~2015

~~2013~~2014

~~2012~~2013

Lincoln Renaissance

Reading, PA (52)

April 1993

(c)

United Germano-Millgate Limited Partnership

Chicago, IL (350)

October 1993

(d)

~~95 %~~(d)

Mansion Court Associates

Philadelphia, PA (30)

November 1993

(c)

Derby Run Associates, L.P.

Hampton, VA (160)

February 1994

(b)

Renaissance Plaza ‘93 Associates, L.P.

Baltimore, MD (95)

February 1994

94 %

99 %

93 %

96 %

91 %

Baltimore, MD (95) (f)

February 1994

88 %

94 %

99 %

93 %

96 %

Tasker Village Associates

Philadelphia, PA (28)

May 1994

(a)

Martha Bryant Manor, L.P.

Los Angeles, CA (77)

September 1994

(b)

Colden Oaks Limited Partnership

Los Angeles, CA (38)

September 1994

(b)

Brynview Terrace, L.P.

Los Angeles, CA (8)

September 1994

(b)

NLEDC, L.P.

Los Angeles, CA (43)

September 1994

(c)

Creative Choice Homes VI, Ltd.

Miami, FL (102)

September 1994

(a)

P&P Homes for the Elderly, L.P.

Los Angeles, CA (107)

September 1994

(b)

Clear Horizons Limited Partnership

Shreveport, LA (84)

December 1994

(e)

~~99 %~~(e)

Neptune Venture, L.P.

Neptune Township, NJ (99)

April 1995

(c)

Affordable Greene Associates L.P.

New York, NY (41)

April 1995

(d)

~~100 %~~(d)

(a)

The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2010 (see Note 10 in Item 8).

(b)

The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2011 (see Note 10 in Item 8).

(c)

The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2012 (see Note 10 in Item 8).

(d)

The Partnership’s limited partnership interest was sold during the fiscal year ended March 31, 2013 (see Note 10 in Item 8).

(e)

The property and the related assets and liabilities were sold during the fiscal year ended March 31, 2013 (see Note 10 in Item 8).

- 5 -

Table of Contents

(ef) The ~~property~~Partnership’s ~~and~~limited ~~the~~partnership ~~related~~interest ~~assets~~was ~~and liabilities were~~ sold ~~during~~on ~~the~~May ~~fiscal year ended March 31~~15, ~~2013~~2017. (~~see~~See Note 10 in Item 8).

All leases are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the total rentable square footage in any single Apartment Complex.

Rents from commercial tenants (to which average rental per square foot applies) comprise less than 5% of the rental revenues of the Partnership. Maximum allowable rents for the residential units are determined annually by HUD.

Management continuously reviews the physical state of the remaining Property and suggests to the general partner of the Local Partnership (“Local General Partner”) budget improvements which are generally funded from cash flow from operations or release of replacement reserve escrows.

Management continuously reviews the insurance coverage of the remaining Property and believes such coverage is adequate.

See Item 1, Business, above for the general competitive conditions to which the Property is subject.

Real estate taxes are calculated using rates and assessed valuations determined by the township or city in which the Property is located. Such taxes have historically approximated 1% of the aggregate cost of the Properties as shown in Schedule III to the financial statements included herein.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

- 6 -

Table of Contents

PART II

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

As of March 31, ~~2016~~2017, the Partnership had issued and outstanding 58,928 Limited Partnership Interests, each representing a $1,000 capital contribution to the Partnership, or an aggregate capital contribution of $58,928,000 before volume discounts of $2,000. All of the issued and outstanding Limited Partnership Interests have been issued to Independence Assignor Inc. (the “Assignor Limited Partner”), which has in turn issued 58,928 BACs to the purchasers thereof for an aggregate purchase price of $58,928,000 reduced by volume discounts of $2,000. Each BAC represents all of the economic and virtually all of the ownership rights attributable to a Limited Partnership Interest held by the Assignor Limited Partner. BACs may be converted into Limited Partnership Interests at no cost to the holder (other than the payment of transfer costs not to exceed $100), but Limited Partnership Interests so acquired are not thereafter convertible into BACs.

Neither the BACs nor the Limited Partnership Interests are traded on any established trading market. The Partnership does not intend to include the BACs for quotation on NASDAQ or for listing on any national or regional stock exchange or any other established securities market. The Revenue Act of 1987 contained provisions which have an adverse impact on investors in “publicly traded partnerships.” Accordingly, the General Partner has imposed limited restrictions on the transferability of the BACs and the Limited Partnership Interests in secondary market transactions. Implementation of the restrictions should prevent a public trading market from developing and may adversely affect the ability of an investor to liquidate his or her investment quickly. It is expected that these procedures will remain in effect until such time, if ever, as further revision of the Revenue Act of 1987 may permit the Partnership to lessen the scope of the restrictions.

As of ~~May~~April 627, ~~2016~~2017, the Partnership has approximately 3,434 registered holders of an aggregate of 58,928 BACs.

All of the Partnership’s general partnership interests, representing an aggregate capital contribution of $1,000, are held by the General Partner.

There are no material legal restrictions in the Partnership Agreement on the ability of the Partnership to make distributions. However, the Partnership has made no distributions to the BACs holders as of March 31, ~~2016~~2017. The Partnership does not anticipate providing cash distributions to its BACs holders other than from net refinancing or sales proceeds.

Transfer Procedures

The Partnership from time to time receives requests by unit holders and others to transfer BACs and/or limited partnership interests. Such requests may occur in connection with tender offers for the Partnership’s units. Such requests implicate the Partnership’s policies and procedures concerning transfers generally and tender offers in particular, which were adopted by the Partnership pursuant to the terms of its Partnership Agreement, to ensure compliance with applicable law, avoid adverse tax consequences for the Partnership and its investors, and preserve the Partnership’s advantageous tax status.

The Partnership relies on a 2% safe harbor established by an Internal Revenue Service (“IRS”) regulation to avoid being characterized as a “publicly-traded partnership” that is taxed as a corporation.

A brief summary of certain of the Partnership’s key policies, practices and requirements with respect to transfers and tender offers is as follows:

No transfer (whether for substitution, assignment or otherwise) is effective or binding on the Partnership unless and until it is approved by the General Partner.

No transfer will be approved unless the transferor and transferee submit complete and properly executed forms of the Partnership’s own transfer documentation. The Partnership does not accept forms of transfer documentation other than its own and does not accept signatures made by power of attorney in lieu of original signatures by each of the transferors and transferees.

The Partnership will not approve transfers that in the cumulative aggregate for any tax year exceed the IRS 2% safe harbor, unless a financially responsible person provides the Partnership and its partners with (i) an indemnity (in form and substance in all ways acceptable to the General Partner) for all liability (including, without limitation, any adverse tax consequences) arising from or relating to exceeding the 2% safe harbor and (ii) a legal opinion (in form and substance in all ways acceptable to the General Partner) that there will be no adverse tax consequences to the Partnership and its partners from exceeding the 2% safe harbor.

In order to avoid the undesirable situation of one or more tender offers consuming the entire safe harbor limitation early in the tax year and leaving the Partnership’s remaining investors with no liquidity opportunity for the rest of that tax year, the Partnership restricts the cumulative aggregate total of transfers made pursuant to all tender offers to 1.5% of its outstanding units in each tax year, unless a financially responsible person conducting such tender offer provides the Partnership with an acceptable indemnity and legal opinion of the type described above. At the end of each tax year, the General Partner, in its discretion, may allow the cumulative total number of transfers (including those by tender offer) to reach the 2% safe harbor limit.

The Partnership requires that all tender offers for its units be conducted in accordance with all applicable law including, without limitation, the federal securities laws.

- 7 -

Table of Contents

The foregoing is solely a summary of the Partnership’s policies, requirements and practices with respect to transfers and tender offers. More complete information, including a copy of the Partnership’s transfer documentation package, may be obtained from the Partnership.

Item 6. Selected Financial Data.

Not applicable.

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

Liquidity and Capital Resources

The Partnership had originally invested approximately $47,000,000 (not including acquisition fees of approximately $3,502,000) of the net proceeds of its Offering in fifteen Local Partnerships, all of which has been paid. The Partnership does not intend to acquire additional ~~Properties~~properties. During the year ended March 31, ~~2016~~2017, the Partnership did not make any advances to the remaining Local Partnership.

As of March 31, ~~2016~~2017, the Partnership has sold its limited partnership interests in thirteen Local Partnerships, and one Local Partnership sold its property and the related assets and liabilities. ~~There~~The ~~can~~Partnership beis noin ~~assurance as to when~~ the ~~Partnership~~process ~~will~~of ~~dispose~~disposing of its ~~last~~ remaining investment. orOn May 15, 2017, the ~~amount~~Partnership ofsold ~~proceeds~~its ~~which~~only ~~may~~remaining belimited ~~received.~~partnership ~~However,~~interest ~~based~~in onRenaissance ~~the~~Plaza ~~historical~~’93 ~~operating~~Associates ~~results~~LP (“Renaissance”) to an affiliate of the ~~remaining~~ Local ~~Partnership~~General ~~and~~Partner ~~the~~for ~~current~~a ~~economic~~sales ~~conditions,~~price ~~the~~of ~~proceeds~~$35,000. ~~from~~The ~~such~~ sale ~~received~~will byresult ~~the~~in ~~Partnership~~a ~~will~~gain ~~not~~of beapproximately ~~sufficient~~$15,118,355 towhich ~~return~~will tobe recorded during the ~~limited~~quarter ~~partners~~ended ~~their~~June ~~original~~30, ~~investments~~2017.

Short-term

During the year ended March 31, ~~2016~~2017, the Partnership’s primary sources of funds included: (i) working capital reserves; (ii) interest earned on the working capital reserves and (iii) cash distributions from operations of its remaining Local Partnership. Such funds are available to meet the obligations of the Partnership. The Partnership does not anticipate providing cash distributions to BACs holders in circumstances other than refinancing or sales. Cash distributions received from its remaining Local Partnership, as well as the working capital reserves referred to above, will be used towards the future operating expenses of the Partnership. During the years ended March 31, ~~2016~~2017 and ~~2015~~2016, no amounts were received from operations of the remaining Local Partnership. The Partnership will not be able to make distributions sufficient to return to BACs holders their original capital contributions.

For the year ended March 31, ~~2016~~2017, cash and cash equivalents of the Partnership and its consolidated Local Partnerships decreased approximately $~~365~~358,000. This decrease was due to net cash used in operating activities ($~~278~~340,000), and principal payments of mortgage notes ($1820,000), anwhich ~~increase~~exceeded a decrease in cash held in escrow relating to investing activities ($~~37,000), and a distribution to non-controlling interest~~ (~~$32~~1,000). No depreciation and amortization was recorded by the Partnership in the current year.

Total expenses for the years ended March 31, ~~2016~~2017 and ~~2015~~2016, respectively, excluding interest and general and administrative – related parties, totaled $~~824~~177,~~924~~352 and $~~781~~182,~~448~~697, respectively.

Accounts payable from operations as of March 31, ~~2016~~2017 and ~~2015~~2016 were $~~110~~40,~~742~~044 and $~~103~~55,~~619~~008, respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, Local General Partner advances and in certain circumstances advances from the Partnership. ~~Accrued~~ ~~interest~~Accounts payable from discontinued operations were $26,061 and $55,743 as of March 31, ~~2016~~2017 and ~~2015~~2016, ~~was~~respectively. Accrued interest from discontinued operations totaled $8,~~303~~645,~~028~~541 and $78,~~989~~303,~~688~~028 as of March 31, 2017 and 2016, respectively. Such amount represents the accrued interest on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership’s investment in the remaining Local Partnership) will be made, if at all, from future refinancing or sales proceeds of the Local Partnership. In addition, the Local Partnership’s mortgage notes are collateralized by the land and buildings of the Local Partnership, and are without further recourse to the Partnership. The maximum loss the Partnership would incur is its net investment in the remaining Local Partnership.

The Partnership has an unconsolidated cash reserve of approximately $1,~~812~~514,000 at March 31, ~~2016~~2017. Such amount is considered sufficient to cover the Partnership’s day to day operating expenses, excluding fees to the General Partner, for at least the next year.

At March 31, ~~2016~~2017, the Partnership’s liabilities exceeded assets by $1415,~~867~~546,~~356~~422 and for the year ended March 31, ~~2016~~2017, the Partnership had a net loss of $~~(590~~679,~~835)~~066. However, because 1) the provisions of the secondary loan defers the payment of accrued interest of the remaining Local Partnership and will be made from future refinancing or sales proceeds of the remaining Local Partnership, 2) the General Partner continues to defer the payment of fees as discussed below and in Note 8 to the Consolidated Financial Statements in Item 8, and 3) the Partnership has sufficient unconsolidated working capital reserves to cover the Partnership’s day to day operating expenses, the Partnership (and the remaining Local Partnership) believes it has sufficient liquidity and ability to generate cash and to meet existing and known or reasonably likely future cash requirements over both the short and long term.

- 8 -

Table of Contents

Long-Term

Partnership management fees owed to the General Partner amounting to approximately $1,~~847~~842,000 and $1,847,000 were accrued and unpaid as of March 31, ~~2016~~2017 and ~~2015~~2016, respectively and are included in Due to general partner and affiliates on the Consolidated Balance Sheets. Unpaid partnership management fees for any year are deferred without interest and will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership liabilities have been made other than to those owed to the General Partner and its affiliates, and after the Limited Partners have received a 10% return on their capital contributions.

All other amounts included in Due to general partner and affiliates are expected to be paid, if at all, from working capital reserves. See Note 8 in Item 8 for further discussion of amounts due to the General Partner and its affiliates. The General Partner does not anticipate making any future advances of operating funds to the remaining Local Partnership in which the Partnership has invested. Even if a situation arose where the General Partner and its affiliates needed to but were not able to make operating advances in the future due to lack of funds, the only impact on the Partnership would be that it would lose its investment in such Local Partnership. ~~The Partnership’s ability to continue its operations would not be affected.~~

The Partnership’s liquidity considerations are discussed in Note ~~11a~~12 and in Item 8.

Since the maximum loss the Partnership would be liable for is its net investment in its remaining subsidiary partnership, the resolution of any contingencies is not anticipated to impact future results of liquidity or financial condition of the Partnership.

Except as described above, management is not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed, that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted.

Off Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Fair Value Measurements

See Note 3 in Item 8 for methods and assumptions used to estimate the fair value of each class of financial instruments (all of which are held for nontrading purposes) for which it is practicable to estimate that value.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The following is a summary of certain accounting estimates considered critical by the Partnership. The summary should be read in conjunction with the more complete discussion of the Partnership’s accounting policies included in Item 8, Note 2 to the consolidated financial statements in this annual report on Form 10-K.

Property and Equipment

Property and equipment to be held and used are carried at cost which includes the purchase price, acquisition fees and expenses, construction period interest and any other costs incurred in acquiring the Properties. The cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-line methods. Expenditures for repairs and maintenance are charged to expense as incurred; major renewals and betterments are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The Partnership complies with ASC 360, Property, Plant and Equipment. A loss on impairment of assets is recorded when management estimates amounts recoverable through future operations and sale of the Property on an undiscounted basis are below depreciated cost. At that time, Property investments themselves are reduced to estimated fair value (using the fair market value based on comparative sales) when the Property is considered to be impaired and the depreciated cost exceeds estimated fair value.

At the time management commits to a plan to dispose of a specific asset, said asset is adjusted to the lower of carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. ~~There~~The ~~were~~last noremaining ~~assets~~Local Partnership has been classified as property and equipment-held for sale as of March 31, ~~2016~~2017.

During the year ended March 31, ~~2016~~2017, the Partnership did not record any loss on impairment of assets or reduction to estimated fair value. Through March 31, ~~2016~~2017, the Partnership has recorded approximately $31,906,000 as an aggregate loss on impairment of property.

Revenue Recognition

- 9 -

Table of Contents

~~Revenue~~accounts ~~Recognition~~receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned.

Rental income is earned primarily under standard residential operating leases and is typically due the first day of each month, but can vary due to the terms of the tenant leases. Rental income is recognized when earned and charged to tenants’ accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned.

Other revenues are recorded when earned and consist of the following items: interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income and other rental related items (see Note 2e, Item 8).

Income Taxes

The Partnership is not required to provide for, or pay, any federal income taxes. Net income or loss generated by the Partnership is passed through to the partners and is required to be reported by them. The Partnership may be subject to state and local taxes in jurisdictions in which it operates. For income tax purposes, the Partnership has a fiscal year ending December 31.

Recently Issued Accounting Pronouncements

In May 2015, the FASB issued Accounting Standards Update No. 2015-07 ("ASU 2015-07") regarding ASC Topic 820 "Fair Value Measurement: Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." The amendments in ASU 2015-07 remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also limit certain disclosures to investments for which the entity has elected to measure at fair value using the net asset value per share practical expedient. The amendments in ASU 2015-07 are effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The amendments should be applied retrospectively by removing from the fair value hierarchy any investments for which fair value is measured using the net asset value per share practical expedient. The Partnership does not expect ASU 2015-07 to have a material impact on its consolidated financial statements.

In April, 2015, the FASB issued Accounting Standard Update 2015-03: Simplifying the presentation of Debt Issuance Cost. This update requires capitalized debt issuance costs to be presented as a reduction to the carrying value of debt instead of being classified as a deferred charge, as currently required. This update is effective for the Partnership for all annual and interim periods beginning December 15, 2015 and is required to be applied retroactively for all periods presented. This update will not have a material impact on the presentation of the Partnership’s financial position.

In February 2015, the Financial Accounting Standards Board issued (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the consolidation Analysis. The ASU modifies existing consolidation guidance related to (i) limited partnerships and similar legal entities, (ii) the evaluation of variable interests for fees paid to decision makers or service providers, (iii) the effect of fee arrangements and related parties on the primary beneficiary determination, and (iv) certain investment funds. These changes are expected to limit the number of consolidation models and place more emphasis on risk of loss when determining a controlling financial interest. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2015 and early adoption is permitted. The new guidance will not have an impact on the Partnership’s consolidated financial statements.

On May 14, 2014 the FASB and the IASB issued a new joint revenue recognition standard that supersedes nearly all GAAP guidance on revenue recognition. The core principal of the standard is that revenue recognition should depict the transfer of goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for the Partnership for the fiscal year beginning April 1, 2017 and the effects of the standard on the Partnership’s consolidated financial statements are not known at this time.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard update provides guidance around management’s responsibility to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosure. The new guidance is effective for all annual and interim periods ending after December 16, 2016. The new guidance will not have an impact on the Partnership’s consolidated financial statements.

Results of Operations

The following is a summary of the results of operations of the Partnership for the years ended March 31, ~~2016~~2017 and ~~2015~~2016, respectively, excluding the results of its discontinued operations which are not reflected in the following discussion (see Note 10).

The net loss from operations for the years ended March 31, ~~2016~~2017 and ~~2015~~2016 totaled ($~~590~~315,~~835~~220) and ($~~493~~312,~~313~~273), respectively.

~~2016~~2017 vs. ~~2015~~2016

~~Rental~~General ~~income~~and ~~decreased~~administrative byfor non-related parties expenses decreased approximately 2%$5,400 for the year ended March 31, ~~2016~~2017 as compared to the corresponding year ended March 31, ~~2015~~2016, primarily due to aan decrease in ~~occupancy~~accrued ataudit ~~the~~fee ~~remaining~~expenses ~~Local~~and other professional fees incurred at the Partnership level.

~~- 10 -~~General and administrative for related parties expenses increased approximately $8,000 for the year ended March 31, 2017 as compared to the corresponding year ended March 31, 2016, primarily due to an increase in overhead expenses allocated from CAHA.

~~Table~~During the years ended March 31, 2017 and 2016, the Partnership did not record any depreciation and amortization primarily due to property and equipment being fully depreciated at the end of ~~Contents~~the year ended March 31, 2014.

Total expenses from operations, excluding general and administrative for related parties, general and administrative for non-related parties and operating expenses, remained consistent with a decrease of approximately 2% for the year ended March 31, 2016 as compared with the corresponding year ended March 31, 2015.

General and administrative for non-related parties expenses increased approximately $63,000 for the year ended March 31, 2016 as compared to the corresponding year ended March 31, 2015, primarily due to an increase in legal expenses, tax preparation expenses and other professional fees incurred at the Partnership level; in addition to an increase in salaries and benefits expenses, office expenses and bad debt expenses at the remaining Local Partnership.

General and administrative for related parties expenses increased approximately $37,000 for the year ended March 31, 2016 as compared to the corresponding year ended March 31, 2015, primarily due to an increase in overhead expenses allocated from CAHA.

Operating expenses decreased approximately $8,000 for the year ended March 31, 2016 as compared to the corresponding year ended March 31, 2015, primarily due to an overall decrease in utility expenses at the remaining Local Partnership.

Property tax expense decreased approximately $9,000 for the year ended March 31, 2016 as compared to the corresponding year ended March 31, 2015 due to a reduction in the assessed value of the building causing a decrease in property taxes at the remaining Local Partnership.

During the years ended March 31, 2016 and 2015, the Partnership did not record any depreciation and amortization primarily due to property and equipment being fully depreciated at the end of the year ended March 31, 2014.

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

Not applicable.

- 1110 -

Table of Contents

Item 8. Financial Statements and Supplementary Data.

		SequentialPage
(a) 1.	Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firms	1312-1514
	Consolidated Balance Sheets at March 31, 2016 and 2015	16
	Consolidated Balance Sheets at March 31, 2017 and 2016	15
	Consolidated Statements of Operations for the Years Ended March 31, 2016 and 2015	17
	Consolidated Statements of Operations for the Years Ended March 31, 2017 and 2016	16
	Consolidated Statements of Changes in Partners’ (Deficit) Equity for the Years Ended March 31, 2016 and 2015	18
	Consolidated Statements of Changes in Partners’ (Deficit) Equity for the Years Ended March 31, 2017 and 2016	17
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2016 and 2015	19
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2017 and 2016	18
	Notes to Consolidated Financial Statements	2019

- 1211 -

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Independence Tax Credit Plus L.P. II and Subsidiaries

We have audited the consolidated balance sheets of Independence Tax Credit Plus L.P. II and Subsidiaries (Athe ~~Delaware~~“Partnership”) ~~Limited~~as of March 31, 2017 and 2016, and the related consolidated statements of operations, changes in partners’ (deficit) equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements for Renaissance Plaza ’93 Associates, LP (“Renaissance”), a majority owned subsidiary, which statements reflect total assets of $433,398 and $504,229 as of March 31, 2017 and 2016, respectively and total revenues of $798,660 and $848,940 for the years then ended. Those statements were audited by other auditors whose reports thereon has been furnished to us, and our opinion, insofar as it relates to the amounts included for Renaissance is based solely upon the report of the other auditors.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~consolidated~~accordance ~~balance~~with ~~sheets~~the standards of ~~Independence~~the ~~Tax~~Public ~~Credit~~Company ~~Plus~~Accounting ~~L.P.~~Oversight IIBoard ~~and Subsidiaries~~ (AUnited ~~Delaware Limited Partnership~~States). Those asstandards ofrequire ~~March~~that ~~31,~~we ~~2016~~plan and ~~2015,~~perform ~~and~~ the ~~related~~audits ~~consolidated~~to ~~statements~~obtain ofreasonable ~~operations,~~assurance ~~changes~~about inwhether ~~partners’~~the ~~(deficit)~~consolidated ~~equity,~~financial ~~and~~statements ~~cash~~are ~~flows~~free ~~for~~of ~~the~~material ~~years~~misstatement. The ~~ended~~Partnership ~~March~~is ~~31,~~not ~~2016~~required ~~and~~to ~~2015~~have, ~~(the~~nor ~~2015~~were ~~and~~we ~~2014~~engaged ~~Fiscal~~to ~~Years)~~perform, ~~respectively. Our~~an ~~responsibility~~audit isof toits ~~express~~internal ancontrol ~~opinion~~over ~~on these consolidated~~ financial ~~statements based on our audits~~reporting. WeOur ~~did~~audits ~~not~~included ~~audit~~consideration ~~the~~of ~~financial~~internal ~~statements~~control ~~for~~over ~~the~~financial ~~subsidiary~~reporting ~~partnership~~as ~~(Fiscal~~a ~~Years~~basis ~~2015~~for ~~and~~designing ~~2014)~~audit ~~subsidiary~~procedures ~~partnerships~~that ~~whose~~are ~~losses~~appropriate ~~aggregated~~in ~~$278~~the circumstances,~~562~~ ~~and~~but ~~$267,505~~not for the ~~years~~purpose ~~ended~~of ~~March~~expressing ~~31,~~an ~~2016~~opinion ~~and~~on ~~2015,~~the ~~and~~effectiveness ~~whose assets constituted 22% and 19%~~ of the Partnership’s ~~assets~~internal atcontrol ~~March~~over 31financial reporting. Accordingly, ~~2016~~we ~~and~~express ~~2015,~~no ~~presented~~such inopinion. An ~~the~~audit ~~accompanying~~includes ~~consolidated~~examining, ~~financial~~on ~~statements. The~~a ~~financial~~test ~~statements~~basis, ofevidence supporting the ~~subsidiary~~amounts ~~partnership (2015~~ and ~~2014~~disclosures ~~Fiscal~~in ~~Years)~~the ~~was~~consolidated ~~audited~~financial bystatements. ~~other~~An ~~auditors~~audit ~~whose~~also ~~reports~~includes ~~thereon~~assessing ~~have~~the ~~been~~accounting ~~furnished~~principles toused us and ~~our~~significant ~~opinion~~estimates ~~expressed~~made ~~herein~~by management, ~~insofar~~ as itwell ~~relates~~as toevaluating the ~~amounts~~overall ~~included~~financial ~~for~~statement ~~this~~presentation. We ~~subsidiary~~believe ~~partnership,~~that isour ~~based~~audits ~~solely~~provide ~~upon~~a ~~the~~reasonable ~~reports~~basis offor ~~the~~our ~~other auditors~~opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, inbased ~~accordance~~upon ~~with~~our ~~the~~audits, ~~standards~~and of the ~~Public~~report ~~Company~~of ~~Accounting Oversight Board (United States). Those standards require that we plan and perform~~ the ~~audits~~other toauditors, ~~obtain reasonable assurance about whether~~ the consolidated financial statements ~~are~~referred ~~free~~to ofabove ~~material~~present ~~misstatement. The Partnership is not required to have~~fairly, ~~nor~~in ~~were~~all wematerial ~~engaged to perform~~respects, anthe ~~audit~~financial position of ~~its~~Independence ~~internal~~Tax ~~control~~Credit ~~over~~Plus ~~financial reporting~~L. ~~Our~~P. ~~audits~~II ~~included~~and ~~consideration~~Subsidiaries ~~of internal control over financial reporting~~ as aof ~~basis~~March ~~for~~31, ~~designing~~2017 ~~audit~~and ~~procedures that are appropriate in the circumstances~~2016, ~~but~~and ~~not for~~ the ~~purpose~~results of ~~expressing~~their anoperations ~~opinion~~and ontheir ~~the~~cash ~~effectiveness~~flows offor the ~~Partnership’s~~years ~~internal~~then ~~control over financial reporting. Accordingly~~ended, ~~we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~consolidated~~with ~~financial statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audits provide a reasonable basis for our opinion.~~

In/s/ ~~our~~RAICH ~~opinion,~~ENDE ~~based~~MALTER ~~upon~~& our audits, and the reports of the other auditors referred to above, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Independence Tax Credit Plus LCO.P. II and Subsidiaries as of March 31, 2016 and 2015, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.LLP

/s/ RAICH ENDE & MALTER CO. LLP

RAICH ENDE & MALTER CO. LLP

New York, New York

June 29, ~~2016~~2017

- 1312 -

Table of Contents

[COHNREZNICK LLP LETTERHEAD]

Report of Independent Registered Public Accounting Firm

To the Partners

Renaissance Plaza 93 Associates, L.P.

Report on the Financial Statements

We have audited the accompanying financial statements of Renaissance Plaza 93 Associates, L.P., which comprise the balance sheet as of December 31, ~~2015~~2016 and the related statements of operations, partner’s equity (deficit) and cash flows for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America as established by the Auditing Standards Board (United States), the standards of the Public Company Accounting Oversight Board (United States), and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.

Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Renaissance Plaza 93 Associates, L.P. as of December 31, ~~2015~~2016, the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying supplementary information on pages 2221 to 3536 is presented for purposes of additional analysis as required by the Audit Guide issued by the Maryland Department of Housing and Community Development and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

Other Reporting Required by Government Auditing Standards

In accordance with Government Auditing Standards, we have also issued our report dated February 18, 2016, on our consideration of Renaissance Plaza 93 Associates, L.P.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Renaissance Plaza 93 Associates, L.P.’s internal control over financial reporting and compliance.

/s/ CohnReznick LLP
Chicago, Illinois	Taxpayer Identification Number:
February 28, 2016	22-1478099
February 23, 2017	22-1478099
Lead Auditor: Nelson Gomez, CPA

- 1413 -

Table of Contents

[COHNREZNICK LLP LETTERHEAD]

Report of Independent Registered Public Accounting Firm

To the Partners

Renaissance Plaza 93 Associates, L.P.

Report on the Financial Statements

We have audited the accompanying financial statements of Renaissance Plaza 93 Associates, L.P., which comprise the balance sheet as of December 31, ~~2014~~2015 and the related statements of operations, partner’s equity (deficit) and cash flows for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Auditor's Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Renaissance Plaza 93 Associates, L.P. as of December 31, ~~2014~~2015, the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Report on Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying supplementary information on pages 22 to 35 is presented for purposes of additional analysis as required by the Audit Guide issued by the Maryland Department of Housing and Community Development and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

Other Reporting Required by Government Auditing Standards

In accordance with Government Auditing Standards, we have also issued our report dated February 24, 2015, on our consideration of Renaissance Plaza 93 Associates, L.P.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Renaissance Plaza 93 Associates, L.P.’s internal control over financial reporting and compliance.

/s/ CohnReznick LLP
Chicago, Illinois	Taxpayer Identification Number:
February 24, 2015	22-1478099
February 28, 2016	22-1478099
Lead Auditor: Nelson Gomez, CPA

- 1514 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,
	2016		2015
	2017		2016
ASSETS
Cash and cash equivalents (Notes 2, 3 and 11)	$	1,943,788	$	2,309,123
Operating assets
Cash held in escrow (Notes 3 and 5)		318,460		299,490
Cash and cash equivalents (Notes 2 and 3)	$	1,513,762	$	1,811,968
Deferred costs (Note 6)		—		8,426
Other assets		11,773		11,770
Other assets		65,719		61,170
Total operating assets		1,525,535		1,823,738
Total assets	$	2,327,967	$	2,678,209
Assets from discontinued operations (Note 11)
Other assets held for sale		433,398		504,229
Total assets from discontinued operations		433,398		504,229
Total assets	$	1,958,933	$	2,327,967
LIABILITIES AND PARTNERS’ (DEFICIT) EQUITY
Liabilities
Operating liabilities
Mortgage notes payable (Note 7)	$	6,661,104	$	6,679,503
Accounts payable	$	40,044	$	55,008
Accounts payable		110,742		103,619
Due to general partner and affiliates (Note 7)		1,878,558		1,846,586
Security deposit payable		53,164		57,435
Total operating liabilities		1,918,602		1,901,594
Accrued interest payable		8,303,028		7,989,688
Liabilities from discontinued operations (Note 11)
Due to local general partners and affiliates (Note 8)		125,699		125,766
Mortgage notes payable (Notes 6 and 7)		6,641,508		6,661,104
Due to general partner and affiliates (Note 8)		1,941,586		1,966,858
Other liabilities held for sale		8,945,245		8,632,625
Total liabilities		17,195,323		16,922,869
Total liabilities from discontinued operations		15,586,753		15,293,729
Total liabilities		17,505,355		17,195,323
Commitments and contingencies (Note 7, 8 and 11)
Partners’ (deficit) equity
Limited partners (58,928 BACs issued and outstanding)		(1718,~~884~~553,~~591~~228)		(17,~~302~~884,~~450~~591)
General partner		3,~~585~~578,~~301~~547		3,~~591~~585,~~181~~301
Independence Tax Credit Plus L.P. II total		(14,~~299~~974,~~290~~681)		(1314,~~711~~299,~~269~~290)
Noncontrolling interests		(~~568~~571,~~066~~741)		(~~533~~568,~~391~~066)
Total partners’ (deficit) equity		(1415,~~867~~546,~~356~~422)		(14,~~244~~867,~~660~~356)
Total liabilities and partners’ (deficit) equity	$	21,~~327~~958,~~967~~933	$	2,~~678~~327,~~209~~967

See accompanying notes to consolidated financial statements.

- 1615 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended March 31,
	For the Years Ended March 31,
	2016		2015
	2017		2016
Revenues
Total revenues	$	—	$	—
Rental income	$	820,528	$	837,887
Other income		28,412		29,619
Total revenues		848,940		867,506
Expenses
General and administrative		~~399~~177,~~081~~277		~~336~~182,~~228~~697
General and administrative-related parties (Note 8)		192,160		155,542
General and administrative-related parties (Note 2)		137,943		129,576
Repairs and maintenance		196,065		197,249
Total expenses		315,220		312,273
Operating		138,737		146,645
Loss from operations		(315,220)		(312,273)
Taxes		55,821		64,479
Loss from discontinued operations		(363,846)		(278,562)
Insurance		35,220		36,847
Net loss		(679,066)		(590,835)
Financial, principally interest		422,691		423,829
Less: net loss attributable to noncontrolling interests from discontinued operations		3,675		2,814
Total expenses		1,439,775		1,360,819
Net loss attributable to Independence Tax Credit Plus L.P. II	$	(675,391)	$	(588,021)
Net loss		(590,835)		(493,313)
Loss from operations – limited partners		(312,068)		(309,150)
Net loss attributable to noncontrolling interests		2,814		2,702
Loss from discontinued operations – limited partners		(356,569)		(272,990)
Net loss attributable to Independence Tax Credit Plus L.P. II	$	(588,021)	$	(490,611)
Net loss – limited partners	$	(668,637)	$	(582,141)
Net loss – limited partners	$	(582,141)	$	(485,705)
Number of BACs outstanding		58,928		58,928
Net loss per weighted average BAC	$	(9.88)	$	(8.24)
Loss from operations per weighted average BAC	$	(5.30)	$	(5.25)
Loss from discontinued operations- limited partners- per weighted average BAC		(6.05)		(4.63)
Net loss per weighted average BAC	$	(11.35)	$	(9.88)

See accompanying notes to consolidated financial statements.

- 1716 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) EQUITY

			Limited		General		Noncontrolling
	Total		Partners		Partner		Interests
Partners’ (deficit) equity – April 1, 2014	$	(13,733,253)	$	(16,816,745)	$	3,596,087	$	(512,595)
Net loss		(493,313)		(485,705)		(4,906)		(2,702)
Distributions		(18,094)						(18,094)
Partners’ (deficit) equity – March 31, 2015		(14,244,660)		(17,302,450)		3,591,181		(533,391)
Net loss		(590,835)		(582,141)		(5,880)		(2,814)
Distributions		(31,861)		—		—		(31,861)
Partners’ (deficit) equity – March 31, 2016	$	(14,867,356)	$	(17,884,591)	$	3,585,301	$	(568,066)

FOR THE YEARS ENDED March 31, 2017 and 2016


			Limited		General		Noncontrolling
	Total		Partners		Partner		Interests

Partners’ (deficit) equity – April 1, 2015	$	(14,244,660)	$	(17,302,450)	$	3,591,181	$	(533,391)

Net loss		(590,835)		(582,141)		(5,880)		(2,814)

Distributions		(31,861)						(31,861)

Partners’ (deficit) equity – March 31, 2016		(14,867,356)		(17,884,591)		3,585,301		(568,066)

Net loss		(679,066)		(668,637)		(6,754)		(3,675)

Partners’ (deficit) equity – March 31, 2017	$	(15,546,422)	$	(18,553,228)	$	3,578,547	$	(571,741)

See accompanying notes to consolidated financial statements.

- 1817 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended March 31,
	For the Years Ended
	2016		2015
	March 31,
	2017		2016
Cash flows from operating activities:
Net loss	$	(~~590~~679,~~835~~066)	$	(~~493~~590,~~313~~835)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		7,123		(5,780)
(Decrease) increase in accounts payable		(44,637)		7,123
(Decrease) increase in security deposit payable		(4,271)		230
Decrease in security deposit payable		(4,224)		(4,271)
Increase in accrued interest payable		~~313~~342,~~340~~513		~~354~~313,~~640~~340
Decrease (increase) in cash held in escrow		17,894		(8,864)
Decrease in cash held in escrow		12,481		17,894
Decrease (increase) in other assets		3,877		(871)
(Decrease) increase in other assets		(2,944)		3,877
Decrease in due to local general partners and affiliates		(67996)		(~~202~~67)
(Decrease) increase in due to general partner and affiliates		(25,272)		96,367
Increase (decrease) in due to general partner and affiliates		36,972		(25,272)
Total adjustments		~~312~~339,~~624~~165		~~435~~312,~~520~~624
Net cash used in operating activities		(~~278~~339,~~211~~901)		(57278,~~793~~211)
Cash flows from investing activities:
Increase in cash held in escrow		(36,864)		(18,885)
Decrease (increase) in cash held in escrow		1,128		(36,864)
Net cash used in investing activities		(36,864)		(18,885)
Net cash provided by (used in) investing activities		1,128		(36,864)
Cash flows from financing activities:
Principal payments of mortgage notes		(1819,~~399~~596)		(1718,~~266~~399)
Distributions to noncontrolling interest		~~(31,861)~~—		(1831,~~094~~861)
Net cash used in financing activities		(5019,~~260~~596)		(3550,~~360~~260)
Net decrease in cash and cash equivalents		(~~365~~358,~~335~~369)		(~~112~~365,~~038~~335)
Cash and cash equivalents at beginning of period		2,309,123		2,421,161
Cash and cash equivalents at beginning of year		1,943,788		2,309,123
Cash and cash equivalents at end of period	$	1,943,788	$	2,309,123
Cash and cash equivalents at end of year	$	1,585,419	$	1,943,788
Supplemental disclosure of cash flows information:
Cash paid during the year for interest	$	~~109~~78,~~351~~973	$	69109,~~192~~351

See accompanying notes to consolidated financial statements.

- 1918 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

NOTE 1 – General

Independence Tax Credit Plus L.P. II (a Delaware limited partnership) (the “Partnership”) was organized on February 11, 1992 and commenced its public offering on January 19, 1993. The general partner of the Partnership is Related Independence Associates L.P. a Delaware limited partnership (the “General Partner”). The general partner of the General Partner is Independence Associates GP LLC., a Delaware limited liability company. Centerline Holding Company (“Centerline”) was the ultimate parent of Centerline Affordable Housing Advisors LLC (“CAHA”), the sole member of the Manager of the General Partner. On April 15, 2015, Alden Torch Financial, LLC, a newly formed Delaware limited liability company (“ATF”), became the indirect owner of 100% of the equity interest in Centerline. Since April 15, 2015, ATF has been the ultimate parent and indirect owner of 100% of the equity interests in CAHA.

The Partnership’s business ishad been primarily to invest in other partnerships (“Local Partnerships,” “subsidiaries” or “subsidiary partnerships”) owning leveraged apartment complexes that are eligible for the low-income housing tax credit (“Tax Credit”) enacted in the Tax Reform Act of 1986, some of which may have been eligible for the historic rehabilitation tax credit.

The Partnership had originally acquired interests in fifteen subsidiary partnerships. As of March 31, ~~2016~~2017, the Partnership has sold its limited partnership interests in thirteen Local Partnerships, and one Local Partnership sold its property and the related assets and liabilities. ~~There~~The ~~can~~Partnership besold noits ~~assurance~~last asremaining toinvestment ~~when~~on May 15, 2017. However, based on the ~~Partnership~~historical ~~will~~operating ~~dispose~~results of ~~its~~the ~~last~~ remaining ~~investment~~Local orPartnership and the ~~amount~~current ofeconomic conditions, the proceeds ~~which~~from ~~may~~such besales received by the Partnership will not be sufficient to return to the limited partners their original investments.

The Partnership was authorized to issue a total of 100,000 ($100,000,000) Beneficial Assignment Certificates (“BACs”) which were registered with the Securities and Exchange Commission for sale to the public. Each BAC represents all of the economic and virtually all of the ownership rights attributable to a limited partnership interest. The Partnership raised a total of $58,928,000 representing 58,928 BACs. The offering was terminated on April 7, 1994.

The terms of the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) provide, among other things, that net profits or losses and distributions of cash flow are, in general, allocated 99% to the limited partners and BACs holders and 1% to the general partner.

NOTE 2 – Summary of Significant Accounting Policies

a) Basis of Accounting

For financial reporting purposes the Partnership’s fiscal year ends on March 31. All subsidiaries have fiscal years ending December 31. Accounts of the subsidiaries have been adjusted for intercompany transactions from January 1 through March 31. The Partnership’s fiscal year ends March 31 in order to allow adequate time for the subsidiaries’ financial statements to be prepared and consolidated. The books and records of the Partnership are maintained on the accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

b) Basis of Consolidation

The consolidated financial statements include the accounts of the Partnership and one ~~(2015 and 2014 Fiscal Years)~~ subsidiary partnership in which the Partnership is the principal limited partner, with an ownership interest of 98.99%. As of March 31, ~~2016~~2017, the Partnership has ownership interests in one remaining investment. Through the rights of the Partnership and/or an affiliate of the General Partner, which affiliate has a contractual obligation to act on behalf of the Partnership, to remove the general partners of the subsidiary local partnerships (“Local General Partners”) and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary Local Partnerships. All intercompany accounts and transactions with the subsidiary partnerships have been eliminated in consolidation.

The loss attributable to noncontrolling interests from discontinued operations amounted to $23,~~814~~675 and $2,~~702~~814 for the years ended March 31, ~~2016~~2017 and ~~2015~~2016, respectively. The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.

c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks, and investments in short-term highly liquid instruments purchased with original maturities of three months or less. Cash held in escrow has various use restrictions and is not considered a cash equivalent.

d) Property and Equipment

- 2019 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The determination of asset impairment is a two-step process. First, management estimates amounts recoverable through future operations and sale of the property on an undiscounted basis. If such estimates are below depreciated cost, management estimates fair value (using the fair market value based on comparative sales). The property is considered to be impaired when the depreciated cost exceeds estimated fair value.

At the time management commits to a plan to dispose of a specific asset, said asset is adjusted to the lower of carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. ~~There~~ The ~~are~~Partnership’s nolast ~~assets~~remaining investment has been classified as property and equipment- held for sale at March 31, ~~2016~~2017.

e) Revenue Recognition

Rental income is earned primarily under standard residential operating leases and is typically due the first day of each month, but can vary by property due to the terms of the tenant leases. Rental income is recognized when earned and charged to tenants’ accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned.

Other revenues are recorded when earned and consist of the following items: Interest income earned on cash and cash equivalent balances and cash held in escrow balances, income from forfeited security deposits, late charges, laundry and vending income and other rental related items.

Other revenues from discontinued operations ~~include~~for the ~~following~~years ~~amounts~~ended atMarch ~~both~~31, ~~the~~2017 ~~Partnership~~ and ~~Local~~2016 ~~Partnership~~were ~~level~~as follows:

	Years Ended March 31,
	2016		2015
	2017		2016
Interest	$	3948	$	4739
Other		2820,~~373~~188		2928,~~572~~373
Total other revenue	$	2820,~~412~~236	$	2928,~~619~~412

f) Income Taxes

The Partnership’s management have analyzed the Partnership’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded for positions taken on returns filed for open tax years. As of and during the year ended March 31, ~~2016~~2017, the Partnership did not have a liability for any unrecognized tax benefits or related interest and penalties. Such related interest and penalties, if any, would be included in general and administrative expense.

In the normal course of business the Partnership or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates where applicable. At March 31, ~~2016~~2017, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year ~~2012~~2013 forward.

g) ~~Recently~~Loss ~~Issued Accounting Pronouncements~~Contingencies

In May 2015, the FASB issued Accounting Standards Update No. 2015-07 ("ASU 2015-07") regarding ASC Topic 820 "Fair Value Measurement: Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." The ~~amendments~~Partnership inrecords ~~ASU~~loss ~~2015-07~~contingencies ~~remove~~as ~~the~~a ~~requirement~~charge to ~~categorize~~income ~~within~~when ~~the~~information ~~fair~~becomes ~~value~~available ~~hierarchy all investments for~~ which ~~fair~~indicates ~~value~~that it is ~~measured~~probable ~~using~~that ~~the~~an ~~net~~ asset ~~value~~has ~~per~~been ~~share~~impaired ~~practical~~or ~~expedient.~~a ~~The~~liability ~~amendments~~has ~~also~~been ~~limit~~incurred ~~certain~~as ~~disclosures~~of ~~to investments for which~~ the ~~entity~~date ~~has~~of ~~elected to measure at fair value using~~ the ~~net~~consolidated ~~asset~~financial ~~value~~statements ~~per share practical expedient. The amendments in ASU 2015-07 are effective for annual~~ and ~~interim~~the ~~periods~~amount ~~beginning~~of ~~after~~loss ~~December~~can ~~15, 2015. Early adoption is permitted. The amendments should~~ be ~~applied~~reasonably ~~retrospectively by removing from the fair value hierarchy any investments for which fair value is measured using the net asset value per share~~ estimated.

- 2120 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

~~practical~~ h) Use ~~expedient.~~of ~~The Partnership does not expect ASU 2015-07 to have a material impact on its consolidated financial statements.~~Estimates

On May 14, 2014 the FASB and IASB issued a new joint revenue recognition standard that supersedes nearly all GAAP guidance on revenue recognition. The core principal of the standard is that revenue recognition should depict the transfer of goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for the Partnership for the fiscal year beginning April 1, 2017 and the effects of the standard on the Partnership’s condensed consolidated financial statements are not known at this time.

h) Offering Costs

Costs incurred to sell BACs, including brokerage and the nonaccountable expense allowance, are considered selling and offering expenses. These costs are charged directly to limited partners’ (deficit) equity.

i) Loss Contingencies

The Partnership records loss contingencies as a charge to income when information becomes available which indicates that it is probable that an asset has been impaired or a liability has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated.

j) Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

i) Recently Issued Accounting Pronouncements

In March of 2016, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2016-09, “Compensation – Stock Compensation: Improvements to Employee Shared Based Payment Accounting: Topic 718” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of how companies account for share-based compensation, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statements of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and early adoption is permitted. The new guidance will not have an impact on the Partnership’s consolidated financial statements.

In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02 “Leases – Topic 842” (“ASU 2016-02”). ASU 2016-02 requires recognition of lease assets and lease liabilities by lessees for all leases greater than one year in duration and classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and for interim periods within that fiscal year. The new guidance will not have an impact on the Partnership’s condensed consolidated financial statements.

In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-07 ("ASU 2015-07") regarding ASC Topic 820 "Fair Value Measurement: Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." The amendments in ASU 2015-07 remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also limit certain disclosures to investments for which the entity has elected to measure at fair value using the net asset value per share practical expedient. The amendments in ASU 2015-07 are effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The amendments should be applied retrospectively by removing from the fair value hierarchy any investments for which fair value is measured using the net asset value per share practical expedient. The new guidance did not have an impact on the Partnership’s consolidated financial statements.

On April 7, 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-03, which changed the presentation of deferred financing costs. The new standard requires these costs to be presented as a reduction of the carrying amount of the associated debt. The new guidance required the amortization of the deferred financing costs to be reported as interest expense. The ASU was effective for periods beginning after December 15, 2015 and required retrospective application. The new guidance did not have an impact on the Partnership’s consolidated financial statements.

In February 2015, the Financial Accounting Standards Board issued (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the consolidation Analysis. The ASU modifies existing consolidation guidance related to (i) limited partnerships and similar legal entities, (ii) the evaluation of variable interests for fees paid to decision makers or service providers, (iii) the effect of fee arrangements and related parties on the primary beneficiary determination, and (iv) certain investment funds. These changes are expected to limit the number of consolidation models and place more emphasis on risk of loss when determining a controlling financial interest. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2015 and early adoption is permitted. The new guidance did not have an impact on the Partnership’s consolidated financial statements.

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08 “Reporting Discontinued Operations and Disclosures of Disposal of Components of an Entity.” ASU 2014-08 provides

- 21 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 AND 2016

narrower definition of discontinued operations than under existing accounting principles generally accepted in the United States of America (“GAAP”). The standard update requires that only disposal of components of an entity (or group of components) that represent a strategic shift that has or will have a major effect on the reporting entity’s operations are reported in the financial statements as discontinued operations. The standard also provides guidance on the financial statement presentation and disclosures of discontinued operations. The ASU is effective prospectively for disposals (or classifications of business as held-for-sale) or components of an entity that occur in an annual or interim periods beginning after December 15, 2014. As such the net amount of assets amounting to $504,229 and net amount of liabilities amounting to $15,293,729 at March 31, 2016 have been reclassified as discontinued operations. The result of implementing the ASU had no effect on 2016 net income as previously reported.

In May 2014, FASB and the IASB issued a new joint revenue recognition standard that supersedes nearly all US GAAP guidance on revenue recognition. The core principal of the standard is that revenue recognition should depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for the Partnership for the fiscal year beginning April 1, 2017 and the effects of the standard on the Partnership’s consolidated financial statements are not known at this time.

In August 2014, FASB issued ASU No 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. This standard update provides guidance about management’s responsibility to evaluate whether there is a substantial doubt about an entity’s ability to continue as going concern and to provide related footnote disclosure. The new guidance is effective for all annual and interim periods ending after December 16, 2016. The new guidance did not have an impact on the Partnership’s consolidated financial statements.

NOTE 3 – Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments (all of which are held for nontrading purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents and Cash Held in Escrow

The Partnership’s cash and cash equivalents include cash on hand and deposits in bank. Due to their short term nature, the carrying ~~amount~~amounts ~~approximates~~reported in the consolidated balance sheets approximate fair value.

Accounts Payable and Other Liabilities

The carrying amounts approximate fair value due to their short-term nature.

Mortgage Notes Payable and Accrued Interest

The Partnership has categorized the fair value of financial assets and liabilities based upon the fair value hierarchy specified by ASC Topic 820, Fair Value Measurements (“ASC 820”). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). This standard provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Partnership’s own assumptions.

- 22 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

~~Mortgage~~estimates ~~Notes~~of ~~Payable~~fair ~~and~~value. Consequently, ~~Accrued~~the ~~Interest~~estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.


	At March 31, 2017				At March 31, 2016
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value

LIABILITIES:
Mortgage notes	$	6,641,508	$	3,669,108	$	6,661,104	$	3,433,088

Level 1:Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:Unobservable inputs that reflect the Partnership’s own assumptions.

The estimated fair value of mortgage notes payable has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

	At March 31, 2016				At March 31, 2015
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
LIABILITIES:
Mortgage notes	$	6,661,104	$	3,433,088	$	6,679,503	$	3,267,996

Fair value for the mortgage notes have been estimated using Level 3 inputs.

For the mortgage notes, fair value is calculated using present value cash flow models based on a discount rate. It was determined that the Tender Option Bond market, through which these bonds have been securitized in the past, continued to see a dramatic slowdown with limited liquidity and significantly reduced transaction levels. To assist in valuing these notes, the Partnership held separate discussions with various third party investment banks who are leaders in the municipal bond business. The discussions produced assumptions that were based on market conditions as well as the credit quality of the underlying property partnerships, which held the mortgage notes, to determine what discount rates to utilize.

Due to General Partner and Affiliates and Due to/from Local General Partners and Affiliates

Management believes it is not practical to estimate the fair value of due to General Partner and affiliates and due to/from Local General Partners and affiliates because market information on such obligations is not currently available.

NOTE 4 – Property and Equipment

The components of property and equipment from discontinued operations and their estimated useful lives are as follows:

					Estimated
	March 31,				Useful Lives
	2016		2015		(Years)
	2017		2016		(Years)
Land	$	686,616	$	686,616	—
Building and improvements		4,862,007		4,862,007	10-40
Furniture and fixtures		69,885		69,885	5-10
		5,618,508		5,618,508
Less: Accumulated depreciation		(5,618,508)		(5,618,508)
	$	—	$	—

Original acquisition costs totaling $4,369,919, of which $3,501,977 was paid to the General Partner, are included in the cost of property and equipment.

Depreciation expense for the years ended March 31, 2017 and 2016 amounted to $0 and $0, respectively.

NOTE 5 – Cash Held in Escrow

Cash held in escrow from discontinued operations consists of the following:


		March 31,

- 23 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

Original acquisition costs totaling $4,369,919, of which $3,501,977 was paid to the General Partner, are included in the cost of property and equipment.

	2017		2016

Real estate taxes, insurance and other	$	42,301	$	48,826
Reserve for replacements		212,805		213,933
Tenant security deposits		49,745		55,701

Total cash held in escrow	$	304,851	$	318,460

~~Depreciation~~NOTE ~~expense~~6 ~~for~~– ~~the~~Mortgage ~~years~~Notes ~~ended March 31, 2015 and 2014 amounted to $0 and $0, respectively.~~ Payable

~~NOTE~~The 5remaining –mortgage ~~Cash~~note ~~Held~~from discontinued operations is payable in ~~Escrow~~aggregate monthly installments of approximately $2,000, including principal and interest, at rates ranging from 6.22% to 6.33% per annum through the year 2024. The remaining subsidiary partnership’s mortgage note payable is collateralized by its land and buildings, and is without further recourse to the Partnership.

~~Cash~~Accrued ~~held~~interest payable as of March 31, 2017 and 2016 was $8,645,541 and $8,303,028, respectively. Interest accrues on the mortgage loan, which include primary and secondary loans. The remaining secondary loan has a provision such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loan (which makes up the majority of the accrued interest payable amount which have been accumulating since the Partnership’s investment in ~~escrow~~the remaining Local Partnership) will be made from ~~operations~~future ~~consists~~refinancing or sales proceeds of such Local Partnership or through assumption by the ~~following:~~buyer upon sale of the Partnership interest in such Local Partnership.

	March 31,
	2016		2015
Real estate taxes, insurance and other	$	48,826	$	61,838
Reserve for replacements		213,933		177,069
Tenant security deposits		55,701		60,583
Total cash held in escrow	$	318,460	$	299,490

NOTE 6 – Deferred Costs

The components of deferred costs are as follows:

	March 31,
	2016		2015		Period
Other	$	—	$	8,426	various
Total deferred costs	$	—	$	8,426

NOTE 7 – Mortgage Notes Payable

The remaining mortgage note from operations is payable in aggregate monthly installments of approximately $2,000, including principal and interest, at rates ranging from 6.22% to 6.33% per annum through the year 2024. The remaining subsidiary partnership’s mortgage note payable is collateralized by its land and buildings, and is without further recourse to the Partnership.

Accrued interest payable as of March 31, 2016 and 2015 was $8,303,028 and $7,989,688, respectively. Interest accrues on the mortgage loan, which include primary and secondary loans. The remaining secondary loan has a provision such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loan (which makes up the majority of the accrued interest payable amount which have been accumulating since the Partnership’s investment in the remaining Local Partnership) will be made from future refinancing or sales proceeds of such Local Partnership or through assumption by the buyer upon sale of the Partnership interest in such Local Partnership.

The mortgage agreements generally require monthly deposits to replacement reserves and escrow accounts for real estate taxes, hazard insurance and mortgage insurance and other (see Note 5). Monthly deposits of approximately $3,000 from operations were made for replacement reserves.

Annual principal payment requirements for mortgage notes payable from discontinued operations payable by the subsidiary partnership for each of the next five calendar years and thereafter are as follows:


Year ending December 31,	Amount

2017	$	18,076
2018		19,233
2019		20,464
2020		21,773
2021		23,167
Thereafter		6,538,795

	$	6,641,508

NOTE 7 – Related Party Transactions

An affiliate of the General Partner has a .01% interest as a special limited partner in the remaining subsidiary partnership.

Other Related Party Expenses

The costs incurred to related parties from operations for the years ended March 31, 2017 and 2016 were as follows:


		Year Ended
		March 31,
		2017			2016

- 24 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

Annual principal payment requirements for mortgage notes from operations payable by the subsidiary partnership for each of the next five calendar years and thereafter are as follows:

Partnership management fees (a)

67,000

Expense reimbursement (b)

70,943

62,576

Total general and administrative - General Partner

137,943

129,576

Year ending December 31,	Amount
2016	$	16,988
2017		18,076
2018		19,233
2019		20,464
2020		21,773
Thereafter		6,564,570
	$	6,661,104

The costs incurred to related parties from discontinued operations for the years ended March 31, 2017 and 2016 were as follows:

NOTE 8 – Related Party Transactions


	Years Ended March 31,
	2017		2016
Local administrative fee (c)	$	5,000	$	5,000

Total general and administrative-General Partner		5,000		5,000

Property management fees incurred to affiliates of the subsidiary partnerships' general partners		55,378		57,584

Total general and administrative-related parties	$	60,378	$	62,584

An(a) ~~affiliate~~The General Partner is entitled to receive a partnership management fee, after payment of all Partnership expenses, which together with the annual local administrative fees will not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership Agreement), for administering the affairs of the Partnership. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner in its sole discretion based upon its review of the Partnership’s investments. Unpaid partnership management fees for any year will be accrued without interest and will be payable from working capital reserves or to the extent of available funds after the Partnership has made distributions to the limited partners of sale or refinancing proceeds equal to their original capital contributions plus a ~~.01~~10% ~~interest~~priority return thereon (to the extent not theretofore paid out of cash flow). Partnership management fees owed to the General Partner amounting to approximately $1,842,000 and $1,847,000 were accrued and unpaid as aof ~~special~~March ~~limited~~31, ~~partner~~2017 and 2016, respectively, and are included in the ~~remaining~~line ~~subsidiary~~item Due to general partners and affiliates in the consolidated balance sheets. Current year partnership management fees may be paid out of operating reserves or refinancing and sales proceeds. As such, the General Partner cannot demand payment of the deferred fees except as noted above.

A(b) ~~Other~~The ~~Related~~Partnership ~~Party~~reimburses ~~Expenses~~the General Partner and its affiliates for actual Partnership operating expenses incurred by the General Partner and its affiliates on the Partnership’s behalf. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. Another affiliate of the General Partner performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships’ performance. Expense reimbursements and asset monitoring fees owed to the General Partner and its affiliates amounting to approximately $37,000 and $0 were accrued and unpaid as of March 31, 2017 and 2016, respectively. The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them. The Partnership anticipates that these will be paid, if at all, from working capital reserves or future sales proceeds.

~~The~~(c) ~~costs~~Independence ~~incurred~~SLP L.P., a special limited partner of the subsidiary partnerships, is entitled to ~~related~~receive ~~parties~~a ~~from~~local ~~operations~~administrative ~~for~~fee of up to $5,000 per year from the ~~years~~remaining ~~ended~~subsidiary partnership. Local administrative fees owed to Independence SLP L.P. amounting to approximately $100,000 and $95,000 were accrued and unpaid as of March 31, 2017 and 2016, respectively. These fees have been deferred in certain cases and ~~2015~~the ~~were~~Partnership asanticipates ~~follows:~~ that they will be paid, if at all, from working capital reserves or future sales proceeds.

	Years Ended March 31,
	2016		2015
Partnership management fees (a)	$	67,000	$	67,000
Expense reimbursement (b)		62,576		24,367
Local administrative fee (c)		5,000		5,000
Total general and administrative - General Partner		134,576		96,367
Property management fees incurred to affiliates of the subsidiary partnerships’ general partners		57,584		59,175
Total general and administrative-related parties	$	192,160	$	155,542

Due to Local General Partners and Affiliates

~~(a)~~ Due ~~The General Partner is entitled~~ to ~~receive a partnership management fee, after payment of all Partnership expenses, which together with the annual~~ local ~~administrative~~general fees will not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership Agreement), for administering the affairs of the Partnership. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner in its sole discretion based upon its review of the Partnership’s investments. Unpaid partnership management fees for any year will be accrued without interest and will be payable from working capital reserves or to the extent of available funds after the Partnership has made distributions to the limited partners of sale or refinancing proceeds equal to their original capital contributions plus a 10% priority return thereon (to the extent not theretofore paid out of cash flow). Partnership management fees owed to the General Partner amounting to approximately $1,847,000 and ~~$1,847,000~~affiliates ~~were~~at ~~accrued and unpaid as of~~ March 31, ~~2016~~2017 and ~~2015,~~2016 ~~respectively,~~consists ~~and are included in the line item Due to general partners and affiliates in the consolidated balance sheets. Current year partnership management fees may be paid out~~ of ~~operating reserves or refinancing and sales proceeds. As such,~~ the ~~General Partner cannot demand payment of the deferred fees except as noted above.~~following:

(b) The Partnership reimburses the General Partner and its affiliates for actual Partnership operating expenses incurred by the General Partner and its affiliates on the Partnership’s behalf. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. Another affiliate of the General Partner performs asset monitoring for the Partnership. These services include site visits and evaluations of the subsidiary partnerships’ performance. Expense reimbursements and asset monitoring fees owed to the General Partner and its affiliates amounting to approximately $0 and $30,000 were accrued and unpaid as of March 31, 2016 and 2015, respectively. The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them. The Partnership anticipates that these will be paid, if at all, from working capital reserves or future sales proceeds.


	March 31,		March 31,
	2017		2016

Construction costs payable	$	120,000	$	120,000
Management and other operating advances		4,703		5,699
	$	124,703	$	125,699

- 25 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

~~(c)~~ NOTE ~~Independence~~8 ~~SLP~~– ~~L.P.,~~Taxable aNet special limited partner of the subsidiary partnerships, is entitled to receive a local administrative fee of up to $5,000 per year from the remaining subsidiary partnership. Local administrative fees owed to Independence SLP L.P. amounting to approximately $95,000 and $90,000 were accrued and unpaid as of March 31, 2016 and 2015, respectively. These fees have been deferred in certain cases and the Partnership anticipates that they will be paid, if at all, from working capital reserves or future sales proceeds.Income

B) A ~~Due~~reconciliation of net loss attributable to ~~Local~~Independence ~~General~~Tax ~~Partners~~Credit ~~and~~Plus ~~Affiliates~~L.P II to net loss per tax return is as follows:

Due to local general partners and affiliates at March 31, 2016 and 2015 consists of the following:


	Years Ended March 31,
	2017		2016

Net loss attributable to Independence Tax Credit Plus L.P. II	$	(675,391)	$	(588,021)

Differences between depreciation and amortization expense recorded for financial reporting purposes and the accelerated costs recovery system utilized for income tax purposes		(450,851)		(453,679)

Other expense, including related party accruals for financial reporting not deductible for tax purposes until paid		(75,315)		(47,281)

Net loss per tax return	$	(1,201,557)	$	(1,088,981)

	March 31,
	2016		2015
Construction costs payable	$	120,000	$	120,000
Management and other operating advances		5,699		5,766
	$	125,699	$	125,766

No provision for income taxes related to the operations of the Partnership has been included in the accompanying consolidated financial statements because, as a partnership, it is not subject to federal or material state income taxes and the tax effect of its activities accrues to the BACs holders. Net income for financial statement purposes may differ significantly from taxable income reportable to BACs holders as a result of differences between the tax bases and financial reporting bases of assets and liabilities and the taxable income allocation requirements under its Partnership Agreement. In the event of an examination of the Partnership’s tax return, the tax liability of the partners could be changed if an adjustment in the Partnership’s income is ultimately sustained by the taxing authorities. At March 31, 2017, the tax basis net assets exceeded the financial statement net assets by approximately $1,615,000 due to depreciation differences, impairments of property and equipment, and related party accruals.

NOTE 9 – ~~Taxable~~Sale ~~Net~~of ~~Income~~Properties

AAs ~~reconciliation~~ of March 31, 2017, the ~~consolidated~~Partnership ~~financial~~has ~~statement~~sold ~~net~~its ~~(loss)~~limited ~~income~~partnership tointerests in thirteen Local Partnerships and one Local Partnership sold its property and the ~~taxable~~related ~~net~~assets ~~(loss)~~and ~~income~~liabilities. On ~~for~~May 15, 2017, the Partnership ~~and~~sold its ~~consolidated~~only ~~subsidiaries~~remaining islimited aspartnership ~~follows:~~interest in Renaissance Plaza ’93 Associates LP., (“Renaissance”) to an affiliate of the Local General Partner for a sale price of $35,000. The sale will result in a gain of approximately $15,118,355 which will be recorded during the quarter ended June 30, 2017.

	Years Ended March 31,
	2016		2015
Consolidated financial statement net (loss) income	$	(588,021)	$	(490,611)
Differences between depreciation and amortization expense recorded for financial reporting purposes and the accelerated costs recovery system utilized for income tax purposes		(453,679)		(453,430)
Other expense, including related party accruals for financial reporting not deductible for tax purposes until paid		(47,281)		31,437
Net (loss) income as shown on the income tax return for the calendar year ended	$	(1,088,981)	$	(912,604)

NOTE 10 – Assets Held for Sale

NoOn ~~provision~~January ~~for~~13, ~~income~~2017 ~~taxes related to~~ the ~~operations of the~~ Partnership ~~has~~entered ~~been~~into ~~included~~a insale ~~the~~agreement ~~accompanying~~with ~~consolidated~~Roizman ~~financial~~Development ~~statements~~Inc. ~~because,~~(General ~~as a partnership~~Partner), ~~it is not subject~~ to ~~federal~~sell orthe ~~material~~property ~~state income taxes~~ and the ~~tax~~related ~~effect~~assets ofand ~~its~~liabilities ~~activities~~of ~~accrues~~Renaissance toPlaza ~~the~~’93, ~~BACs holders~~L. ~~Net~~P. ~~income~~(“The ~~for~~Esplanade”) ~~financial statement purposes may differ significantly from taxable income reportable~~ to ~~BACs~~an ~~holders~~affiliate ~~as a result~~ of ~~differences between~~ the ~~tax~~Local ~~bases~~General ~~and~~Partner ~~financial~~for ~~reporting~~a ~~bases~~sale price of ~~assets and liabilities and the taxable income allocation requirements under its Partnership Agreement~~$35,000. In ~~the~~The ~~event~~sale ofis ancontingent ~~examination~~on of the ~~Partnership’s~~fulfillment ~~tax return, the tax liability~~ of ~~the~~due ~~partners~~diligence ~~could~~and becertain ~~changed~~obligations ifby anbuyer ~~adjustment~~and inseller ~~the~~on ~~Partnership’s~~or ~~income~~before ~~is ultimately sustained by~~ the ~~taxing~~closing ~~authorities~~date. At ~~March 31,~~The ~~2016~~sale, ~~the~~is ~~tax~~expected ~~basis~~to ~~net~~result ~~assets~~in ~~exceeded~~a ~~the~~gain ~~financial~~of ~~statement net assets by~~ approximately $315,~~150~~118,~~000 due to depreciation differences, impairments of property and equipment, and related party accruals~~355.

NOTE 10 – Sale of Properties

The Partnership is in the process of disposing of its last remaining investment. As of March 31, 2016, the Partnership has sold its limited partnership interests in thirteen Local Partnerships and one Local Partnership sold its property and the related assets and liabilities. The Partnership is expecting to dispose of its last remaining investment within the next year; however, there can be no assurance as to when the Partnership will dispose of its last remaining investment or the amount of proceeds which may be received. However, based on the historical operating results of the remaining Local Partnership

- 26 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

~~and~~ NOTE ~~the~~11 ~~current~~– ~~economic~~Discontinued ~~conditions, the proceeds from such sales received by the Partnership will not be sufficient to return to the limited partners their original investments.~~ Operations

~~NOTE~~The 11following –table ~~Commitments~~summarizes ~~and~~the ~~Contingencies~~financial position of the last remaining Local Partnership that has been classified as discontinued operations because it has been classified as assets held for sale in the consolidated financial statements (See Note 5).


	2017		2016
ASSETS

Assets
Cash and cash equivalents (Notes 2, 3 and 12 )	$	71,657	$	131,820
Cash held in escrow (Notes 2, 3 and 5)		304,851		318,460
Other assets		56,890		53,949
Total assets	$	433,398	$	504,229

Liabilities
Mortgage notes payable (Notes 3 and 7)	$	6,641,508	$	6,661,104
Accounts payable and other liabilities		26,061		55,743
Accrued interest payable		8,645,541		8,303,028
Security deposits payable		48,940		53,164
Due to local general partners and affiliates (Note 2)		224,703		220,690
Total liabilities	$	15,586,753	$	15,293,729

- 27 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 AND 2016

The following table summarizes the results of operations of the Local Partnership that is classified as discontinued operations. For the year ended March 31, 2017, Renaissance Plaza which was classified as held for sale, was classified as discontinued operations in the consolidated financial statements. For the year ended March 31, 2016, Renaissance Plaza, in order to present comparable results to the year ended March 31, 2016, was classified as discontinued operations in the consolidated financial statements.


	Years Ended March 31,
	2017		2016

Revenues	$	—	$	—

Rental income		778,424		820,528
Other		20,236		28,412
Total revenue		798,660		848,940

Expenses
General and administrative		209,448		216,384
General and administrative-related parties (Note 2)		60,378		62,584
Repairs and maintenance		238,666		196,065
Operating and other		143,677		138,737
Real estate taxes		56,351		55,821
Insurance		32,500		35,220
Interest		421,486		422,691
Depreciation and amortization		—		—
Total expenses		1,162,506		1,127,502

Loss from discontinued operations		(363,846)		(278,562)

Noncontrolling interest in loss of subsidiaries from discontinued operations		3,675		2,813

Loss from discontinued operations – Independence Tax Credit Plus L.P. IV	$	(360,171)	$	(275,748)

Loss from discontinued operations – limited partners	$	(356,569)	$	(272,991)

Number of BACs outstanding		58,928		58,928

Loss from discontinued operations – limited partners- per weighted average BAC	$	(6.05)	$	(4.63)

Cash flows from discontinued operations:


	Years Ended March 31,
	2017		2016

Net cash (used in) provided by operating activities	$	(48,220)	$	45,806

Net cash provided by (used in) investing activities	$	7,653	$	(23,852)

Net cash used in financing activities	$	(19,596)	$	(50,258)

- 28 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 AND 2016

NOTE 12 – Commitments and Contingencies

Liquidity

At March 31, ~~2016~~2017, the Partnership’s liabilities exceeded assets by $1415,~~867~~546,~~356~~422 and for the year then ended, the partnership had net loss of $~~(590~~679,~~835)~~066. These factors raise doubt about the Partnership’s ability to continue as a going concern. As discussed in Note 8, partnership management fees of approximately $1,~~847~~842,000 will be payable out of sales or refinancing proceeds only to the extent of available funds after payments of all other Partnership liabilities have been made and after the Limited Partners have received a 10% return on their capital contributions. As such, the General Partner cannot demand payment of these deferred fees beyond the Partnership’s ability to pay them. In addition, where the Partnership has unpaid partnership management fees related to sold properties, such management fees are written off and recorded as capital contributions.

The entire mortgage payable balance of $6,~~661~~641,~~104~~508 and the accrued interest payable balance of $8,~~303~~645,~~028~~541 are of a nonrecourse nature and secured by the remaining property. The Partnership iswas ~~currently~~ in the process of ~~disposing~~selling of its last remaining investment which was subsequently sold on May 15, 2017. Historically, the mortgage notes and accrued interest thereon have been assumed by the buyer in instances of sales of the Partnership’s interest or have been paid off from sales proceeds in instances of sales of the property. In most instances when the Partnership’s interest was sold and liabilities were assumed, the Partnership recognized a gain from the sale. The Partnership owns the limited partner interest in its last remaining investment, and as such has no financial responsibility to fund operating losses incurred by the Local Partnership. The maximum loss the Partnership would incur is its net investment in such Local Partnership.

The Partnership has cash reserves of approximately $1,~~812~~514,000 at March 31, ~~2016~~2017. Such amount is considered sufficient to cover the Partnership’s day to day operating expenses, excluding fees to the General Partner, for at least the next year. The Partnership’s operating expenses, excluding the Local Partnerships’ expenses and related party expenses amounted to approximately $~~183~~177,000 for the year ended March 31, ~~2016~~2017.

Management believes the above mitigating factors enable the Partnership to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in various banks. The accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per entity per institution. At March 31, ~~2016~~2017, approximately $1,~~500~~300,000 was in excess of the federally insured limits.

Cash Distributions

Cash distributions from the Local Partnerships to the Partnership are restricted by the provisions of the respective agreements of limited partnership of the Local Partnerships and/or the U.S. Department of Housing and Urban Development.

Property Management Fees

Property and incentive management fees incurred by the remaining subsidiary partnership amounted to $5755,~~584~~378 and $5957,~~175~~584 for the years ended March 31, ~~2016~~2017 and ~~2015~~2016, respectively. Of these fees $5755,~~584~~378 and $5957,~~175~~584 were earned by affiliates of the Local General Partners and related to discontinued operations for the years ended March 31, 2017 and 2016, respectively.

Other

The Partnership is subject to the risks incidental to potential losses arising from the management and ownership of improved real estate. The Partnership can also be affected by poor economic conditions generally. There are also substantial risks associated with owning properties receiving government assistance; for example, the possibility that Congress may not appropriate funds to enable HUD to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s equity contribution. The Partnership cannot sell or substantially liquidate its remaining investment during the period that the subsidy agreement is in existence without HUD’s approval. Furthermore, there may not be market demand for apartments at full market rents when the rental assistance contract expires.

- 2729 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2016~~2017 AND ~~2015~~2016

Subsequent Events

WeManagement has evaluated all subsequent events from the consolidated balance sheet date through the issuance date of this report and determined that there were no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the consolidated financial statements. other than the following:

~~- 28 -~~On May 15, 2017, the Partnership sold its last remaining investment. At this time, the amount of reserves to be set aside for the payment of accrued operating expenses and liquidation expenses has not yet been determined. There can be no assurance that there will be any remaining funds available for distribution to BACs holders.

- 30 -

Table of Contents

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

None.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Principal Executive Officer and Chief Financial Officer of Related Independence Associates, L.P., the general partner of the Partnership, have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). In evaluating the Partnership’s internal control over financial reporting, management has adopted the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring organizations of the Treadway Commission (the “COSO Framework”). Under the supervision and with the participation of our management, including the Principal Executive Officer and Chief Financial Officer of the General Partner, the Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting as of March 31, ~~2016~~2017. The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements. However, because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of March 31, ~~2016~~2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework.

Based on their assessment, management concluded that, as of March 31, ~~2016~~2017, the Partnership’s internal control over financial reporting is effective. The Partnership provides reasonable assurance that information required to be disclosed in the reports it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

(c) Changes in Internal Controls over Financial Reporting. During the year ended March 31, ~~2016~~2017, there were no changes in the Partnership’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B. Other Information.

Not applicable.

- 2931 -

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The Partnership is a limited partnership which was formed under the laws of the State of Delaware on February 11, 1992. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership (the “General Partner”). The general partner of the General Partner is Independence Associates GP LLC, a Delaware limited liability company (“IAGL”). The Partnership has no directors or executive officers. The Partnership’s affairs are managed and controlled by the General Partner.

Centerline Holding Company (“Centerline”) was the ultimate parent of Centerline Affordable Housing Advisors LLC (“CAHA”), the sole member of the Manager of the General Partner. On April 15, 2015, Alden Torch Financial, LLC, a newly formed Delaware limited liability company (“ATF”), became the indirect owner of 100% of the equity interest in Centerline. Since April 15, 2015, ATF has been the ultimate parent and indirect owner of 100% of the equity interests in CAHA. The Partnership has not adopted a separate code of ethics because the Partnership has no directors or executive officers. However, ATF, which controls the General Partner, has adopted a code of ethics. To obtain a copy free of charge of ATF’s code of ethics, send a written request to: Alden Torch Financial, Attn: Legal Department-Code of Ethics, 1225 17th Street, Suite 1400, Denver, CO 80202.

Certain information concerning the directors and executive officers of IAGL, is set forth below. The General Partner is also the general partner of Independence Tax Credit Plus L.P.

Name Position ~~Mark~~Ivyl BT. ~~Hattier~~Boyce Chief Financial ~~Offer~~Officer Alan T. Fair President ~~(Principal~~and Chief Executive Officer)

~~MARK~~Ivyl BT. ~~HATTIER~~Boyce, is the Chief Financial Officer of ~~IAGL~~RILLC and Alden Torch Financial LLC. ~~Prior~~MR. toBoyce ~~joining~~joined ATF, ~~Mr. Hattier was a Senior Managing Director of HCP Pacific Asset Management LLC. Mr. Hattier has over 24 years of experience~~ in ~~the~~2011 ~~structured finance~~ and ~~affordable~~leads ~~housing industries. Prior to joining Hunt, Mr. Hattier was a Vice President of various subsidiaries of Capmark Financial Group Inc. From 2007 - 2012, Mr. Hattier was responsible for~~ the ~~negotiation with counterparties in the restructuring and settlement of claims and liabilities related to Capmark~~firm’s ~~low-income~~investment ~~housing~~valuation ~~tax credit (“LIHTC”) transactions~~division. Mr. ~~Hattier~~Boyce ~~structured~~helped ~~and~~establish ~~supervised~~ the ~~sale of Capmark~~firm’s ~~LIHTC~~corporate ~~business~~accounting ~~assets~~ and ~~the~~information ~~resolution~~technology ~~of “total return swap” and other derivatives claims~~activities. ~~From~~He ~~1999~~oversees –the ~~2007~~Corporate Accounting, ~~Mr.~~Finance ~~Hattier managed Capmark’s proprietary tax-exempt bond~~ and ~~related~~IT ~~derivatives portfolios, which included a substantial sub-portfolio of affordable housing bonds~~departments. ~~From 1989 – 1993 and 1993 – 1999,~~ Mr. ~~Hattier~~Boyce ~~was~~has amore ~~Vice~~than ~~President~~10 ,years ~~in the municipal finance departments~~ of ~~investment~~experience ~~banks~~in ~~Howard,~~the ~~Weil,~~affordable ~~Labouisse,~~housing ~~Friedrichs~~industry ~~Inc.~~including ~~and~~working ~~Stephens~~with ~~Inc.,~~tax ~~respectively.~~exempt ~~Mr.~~debt ~~Hattier’s focus was structured finance~~ and ~~asset~~complex ~~backed~~equity ~~finance~~investments. ~~Mr.~~He ~~Hattier~~is ~~received~~based ~~his A.B.~~ in ~~Economics~~Denver, ~~from Harvard College~~Colorado. ~~Mr. Hattier earned and maintains the designations “Chartered Financial Analyst” and “Financial Risk Manager.”~~

ALAN T. FAIR is the President ~~(Principal~~and Chief Executive Officer) of IAGL and Chief Executive Officer of Alden Torch Financial LLC. Mr. Fair has over 25 years of experience in the affordable housing industry including underwriting, structuring, and placement of affordable multifamily housing debt, both tax exempt and taxable. Prior to forming Alden Torch Financial LLC, Mr. Fair was President of Hunt Capital Partners, LLC and an Executive Director of HCP Pacific Asset Management LLC. Mr. Fair consulted to the multifamily industry, and was a Senior Vice President with AIMCO between 2007 and 2008. From 1996 through 2007, Mr. Fair was Senior Vice President Finance and Senior Managing Director of Sun America Affordable Housing Partners Inc. He was responsible for the development of credit and debt structures for both taxable and tax-exempt financed tax credit properties and the coordinating of the underwriting and financing process. During his time at Sun America Mr. Fair was involved in the origination of over 1,000 tax credit partnerships, $5 billion of debt relating to tax credit partnerships (in excess of $5 billion in equity raised) and over 100,000 units of affordable housing. Previously from 1991-1996, Mr. Fair was Senior Vice President for First Interstate Bank responsible for all multifamily housing capital market activities. From 1983 to 1991, Mr. Fair worked for Kemper Securities Group as a Vice President in Investment Banking, and prior thereto as a staff attorney. Mr. Fair is a graduate of Michigan State University and received his J.D. degree from the University of Denver College of Law. He is a member of the State Bar in Colorado.

Item 11. Executive Compensation.

The Partnership has no officers or directors. The Partnership does not pay or accrue any fees, salaries or other forms of compensation to directors or officers of the General Partner for their services. However, under the terms of the Partnership Agreement, the Partnership has entered into certain arrangements with the General Partner and its affiliates, which provide for compensation to be paid to the General Partner and its affiliates. Such arrangements include (but are not limited to) agreements to pay an annual partnership management fee, nonrecurring Acquisition Fees, a nonaccountable Acquisition Expense allowance and an accountable expense reimbursement. In addition, the General Partner is entitled to a subordinated interest in Cash from Sales or Financings and a 1% interest in Net Income, Net Loss, Distributions of Adjusted Cash from Operations and Cash from Sales or Financings. Certain directors and officers of the General Partner receive compensation from the General Partner and its affiliates for services performed for various affiliated entities which may include services performed for the Partnership. The maximum annual partnership management fee paid to the General Partner is 0.5% of invested assets. See Note 8 in Item 8 above, which is incorporated herein by reference.

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, the Partnership 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. See Note 8 in Item 8 above, which is incorporated herein by reference.

- 3032 -

Table of Contents

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. See Note 8 in Item 8 above, which is incorporated herein by reference.

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


	Name and Address of	Amount and Nature of		Percentage
Title of Class	Beneficial Ownership	Beneficial Ownership		of Class

General Partnership Interest in the Partnership	Related Independence	$	1,000 capital contribution –	100	%
	Associates L.P.		directly owned
	1225 17th Street
	Denver, Colorado 80202

Independence SLP L.P., a limited partnership whose general partner is the general partner of the General Partner of the Partnership and which acts as the special limited partner of each Local Partnership, holds a .01% limited partnership interest in each Local Partnership. See Note 8 in Item 8 above, which information is incorporated herein by reference thereto.

Except as set forth below, no person is known by the Partnership to be the beneficial owner of more than 5% of the Limited Partnership Interests and neither the General Partner nor any executive officer of the General Partner owns any Limited Partnership Interests. The following table sets forth the number of BACs beneficially owned, as of June 2429, ~~2016~~2017, by (i) each BACs holder known to the Partnership to be a beneficial owner of more than 5% of the BACs, (ii) each director and executive officer of the general partner of the General Partner and (iii) the directors and executive officers of the general partner of the General Partner as a group. Unless otherwise noted, all BACs are owned directly with sole voting and dispositive powers.

	Amount and Nature of
Name of Beneficial Owner (1)	Beneficial Ownership		Percentage of Class
Lehigh Tax Credit Partners, Inc.	4,453.20	(2)	7.6	%
J. Michael Fried	4,453.20	(2) (3)	7.6	%
Alan P. Hirmes	4,453.20	(2) (3)	7.6	%
Stuart J. Boesky	4,453.20	(2) (3)	7.6	%
Marc D. Schnitzer	4,453.20	(2) (3)	7.6	%
Denise L. Kiley	4,453.20	(2) (3)	7.6	%
Mark B. Hattier	—		—
Ivyl T. Boyce	—		—
Alan T. Fair	—		—
All executive officers of the general partner of the Related
General Partner as a group (two persons)

(1)

The address for each of the persons in the table is 1225 17th Street, Denver, Colorado 80202.

(2) Information derived from Schedule 13D filed by Lehigh Tax Credit Partners L.L.C. (“Lehigh I”) and Lehigh Tax Credit Partners, Inc., (the “Managing Member”) on June 10, 1997 with the Securities and Exchange Commission (the “Commission”). All of such BACs represent BACs owned directly by Lehigh I and Lehigh Tax Credit Partners II, L.L.C. (“Lehigh II”), for which the Managing Member serves as managing member. As of ~~May~~April 1227, ~~2016~~2017, Lehigh I held 2,213.60 BACs and Lehigh II held 2,239.60 BACs.

- 33 -

Table of Contents

(3)

Only owns an economic interest in the Managing Member.

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

The Partnership has and will continue to have certain relationships with the General Partner and its affiliates, as discussed in Item 11 and also Note 8 in Item 8 above, which are incorporated herein by reference thereto. However, there have been no direct financial transactions between the Partnership and the directors and officers of the General Partner.

- 31 -

Table of Contents

Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billed by Raich Ende Malter & Co LLP and its affiliates for professional services rendered for the audit of the Partnership’s annual consolidated financial statements for the years ended March 31, ~~2016~~2017 and ~~2015~~2016 and for the reviews of the consolidated financial statements included in the Partnership’s quarterly reports on Form 10-Q for those years were $6555,000 and $65,000, respectively.

Audit – Related Fees

None.

Tax Fees

None.

All Other Fees

None.

The Partnership is not required to have, and does not have, a stand-alone audit committee.

- 3234 -

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules.

		SequentialPage
(a) 1.	Consolidated Financial Statements.
	Report of Independent Registered Public Accounting Firm	1312-1514
	Consolidated Balance Sheets at March 31, 2016 and 2015	16
	Consolidated Balance Sheets at March 31, 2017 and 2016	15
	Consolidated Statements of Operations for the Years Ended March 31, 2016 and 2015	17
	Consolidated Statements of Operations for the Years Ended March 31, 2017 and 2016	16
	Consolidated Statements of Changes in Partners’ Capital (Deficit) for the Years Ended March 31, 2016 and 2015	18
	Consolidated Statements of Changes in Partners’ Capital (Deficit) for the Years Ended March 31, 2017 and 2016	17
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2016 and 2015	19
	Consolidated Statements of Cash Flows for the Years Ended March 31, 2017 and 2016	18
	Notes to Consolidated Financial Statements	2019
(a) 2.	Condensed Financial Statement Schedules.
	Report of Independent Registered Public Accounting Firm	3739
	Schedule I - Condensed Financial Information of Registrant	3840
	Schedule III - Real Estate and Accumulated Depreciation	4143
	All other schedules have been omitted because they are not required or because the required information is contained in the consolidated financial statements or notes thereto.
(a) 3.	Exhibits.
(3A)	Agreement of Limited Partnership of Independence Tax Credit Plus L.P. II as adopted on February 11, 1992*
(3B)	Form of Amended and Restated Agreement of Limited Partnership of Independence Tax Credit Plus L.P. II, attached to the Prospectus as Exhibit A**
(3C)	Certificate of Limited Partnership of Independence Tax Credit Plus L.P. II as filed on February 11, 1992*
(10A)	Form of Subscription Agreement attached to the Prospectus as Exhibit B**
(10B)	Escrow Agreement between Independence Tax Credit Plus L.P. II and Bankers Trust Company*
(10C)	Form of Purchase and Sales Agreement pertaining to the Partnership’s acquisition of Local Partnership Interests*
(10D)	Form of Amended and Restated Agreement of Limited Partnership of Local Partnerships*
(21)	Subsidiaries of the Registrant	3436
(31.1)+	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
(31.2) +	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
(32.1) +	Certification Pursuant to Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350)
(32.2) + 101+	Certification Pursuant to Section 1350 of Title 18 of the United States Code (18 U.S.C. 1350) The following items from this annual Report on Form of 10-K formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheet, (ii) Consolidated Statement of Operations, (iii) Consolidated Statement of Changes in Partners’ (Deficit) Capital, (iv) Consolidated Statement of Cash Flows, (v) Notes to the Consolidated Financial Statements, (vii) Financial Statement Schedule (3), and (viii) Financial Statement Schedule (1).


	*Incorporated herein as an exhibit by reference to exhibits filed with Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (Registration No. 33-37704)

	**Incorporated herein as an exhibit by reference to exhibits filed with Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (Registration No. 33-37704)

	+Filed herewith.

- 3335 -

Table of Contents

	Subsidiaries of the Registrant (Exhibit 21).		Jurisdiction of Organization



	Renaissance Plaza ‘93 Associates, L.P.		MD

- 3436 -

Table of Contents

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.

INDEPENDENCE TAX CREDIT PLUS L.P. II

(Registrant)

		By:	RELATED INDEPENDENCE ASSOCIATES L.P.,
			General Partner
		By:	INDEPENDENCE ASSOCIATES GP LLC,
			General Partner
		By:	CENTERLINE MANAGER LLC,
			Manager
		By:	CENTERLINE AFFORDABLE HOUSING ADVISORS LLC,
			Sole Member
		By:	CENTERLINE CAPITAL GROUP LLC,
			Sole Member
Date:	June 29, ~~2016~~2017			By:	/s/ ~~Mark~~Ivyl BT. ~~Hattier~~Boyce
					Mark B. Hattier
					Ivyl T. Boyce
					Chief Financial Officer
Date:	June 29, ~~2016~~2017			By:	/s/ Alan T. Fair
					Alan T. Fair
					President (Principal Executive Officer)
					President and Chief Executive Officer

- 3537 -

Table of Contents

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

Signature	Title	Date
/s/ Mark B. Hattier	Chief Financial Officer of Centerline Capital Group LLC	June 29, 2016
/s/ Ivyl T. Boyce	Chief Financial Officer of Centerline Capital Group LLC	June 29, 2017
Mark B. Hattier
Ivyl T. Boyce
/s/ Alan T. Fair	President ~~(Principal~~and Chief Executive Officer) of Centerline Capital Group LLC	June 29, ~~2016~~2017
Alan T. Fair

- 3638 -

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON SUPPLEMENTARY INFORMATION

To the Partners of

Independence Tax Credit Plus L.P. II and Subsidiaries

We have audited in accordance with the standards of the Public Company Accounting Oversight Board (AUnited ~~Delaware~~States), ~~Limited~~the ~~Partnership~~consolidated balance sheets of Independence Tax Credit Plus L.P II and Subsidiaries as of March 31, 2017 and 2016 and the related consolidated statements of operations, changes in partners’ (deficit) equity and cash flows for the years then ended (not presented herein); and in our report dated June 29, 2017, and based upon the report of other auditors, we expressed an unqualified opinion on those consolidated financial statements.

In ~~connection with~~ our ~~audits~~opinion, of the ~~consolidated~~information ~~financial~~set ~~statements~~forth ~~of Independence Tax Credit Plus L.P. II and Subsidiaries (A Delaware Limited Partnership) included~~ in ~~this Form 10-K as presented in our opinion dated June 29, 2016 on page 13, and based on~~ the ~~reports~~accompanying ~~of other auditors, we have also audited supporting~~ Schedule I ~~for the 2016~~ and ~~2015 Fiscal Years and~~ Schedule III atis ~~March~~fairly 31stated, ~~2016~~in ~~and~~all ~~2015. In~~material ~~our opinion~~respects, ~~and based on the reports of the other auditors, these schedules present fairly, when read~~ in ~~conjunction~~relation ~~with~~to the ~~related~~ consolidated financial statements, ~~the~~from ~~financial~~which ~~data~~it ~~required~~has tobeen ~~be set forth therein.~~derived

/s/ RAICH ENDE & MALTER & CO. LLP

RAICH ENDE & MALTER CO. LLP

New York, New York

June 29, ~~2016~~2017

- 3739 -

Table of Contents

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIP)

CONDENSED BALANCE SHEETS

ASSETS

	March 31,
	2016		2015
	2017		2016
Cash and cash equivalents	$	1,~~811~~513,~~968~~762	$	21,~~148~~811,~~999~~968
Other assets		11,~~775~~773		1711,~~714~~775
Total assets	$	1,~~823~~525,~~743~~535	$	21,~~166~~823,~~713~~743
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES AND PARTNERS' DEFICIT
Due to general partner and affiliates	$	1,~~846~~878,~~586~~555	$	1,~~876~~846,~~858~~586
Other liabilities		5540,~~000~~045		55,~~429~~000
Total liabilities		1,~~901~~918,~~586~~600		1,~~932~~901,~~287~~586
Partners’ capital		(77,843)		234,426
Partners’ deficit		(393,065)		(77,843)
Total liabilities and partners’ capital	$	1,823,743	$	2,166,713
Total liabilities and partners’ deficit	$	1,525,535	$	1,823,743

Investments in Subsidiary Partnerships are recorded in accordance with the equity method of accounting, wherein the investments are not reduced below zero. Accordingly, partners’ capital on the consolidated balance sheets will differ from partners’ capital shown above.

- 3840 -

Table of Contents

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED STATEMENTS OF OPERATIONS

	Years Ended March 31,
	For the Years Ended March 31,
	2016		2015
	2017		2016
Expenses
Administrative and management	$	~~129~~177,~~576~~279	$	~~134~~129,~~440~~576
Administrative and management-related parties		~~182~~137,~~697~~943		91182,~~368~~697
Total expenses		~~312~~315,~~273~~222		~~225~~312,~~808~~273
Loss from operations		(312,273)		(225,808)
Net loss	$	(315,222)	$	(312,273)
Net (loss) income	$	(312,273)	$	(225,808)

- 3941 -

Table of Contents

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

~~INCREASE~~CONDENSED ~~(DECREASE)~~STATEMENT INOF CASH ~~AND CASH EQUIVALENTS~~FLOWS

(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED STATEMENTS OF CASH FLOWS


	For the Years Ended March 31,
	2017		2016

Cash flows from operating activities:
Net loss	$	(315,222)	$	(312,273)

Adjustments to reconcile net loss to net cash used in operating activities:
Decrease in assets:
Other assets		2		5,945
(Decrease) increase in liabilities:
Due to general partners and affiliates		31,969		(30,272)
Other liabilities		(14,955)		(431)
Total adjustments		17,016		(24,758)

Net cash used in operating activities and net decrease in cash and cash equivalents		(298,206)		(337,031)

Cash and cash equivalents, beginning of year		1,811,968		2,148,999

Cash and cash equivalents, end of year	$	1,513,762	$	1,811,968

	Years Ended March 31,
	2016		2015
Cash flows from operating activities:
Net loss	$	(312,273)	$	(225,808)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease (increase) in assets:
Other assets		5,945		(5,941)
(Decrease) increase in liabilities:
Due to general partners and affiliates		(30,272)		91,367
Other liabilities		(431)		10,429
Total adjustments		(24,758)		95,855
Net cash used in operating activities		(337,031)		(129,953)
Net decrease in cash and cash equivalents		(337,031)		(129,953)
Cash and cash equivalents, beginning of year		2,148,999		2,278,952
Cash and cash equivalents, end of year	$	1,811,968	$	2,148,999

- 42 -

- 40 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

Partnership Property Pledged as Collateral

MARCH 31, ~~2016~~2017

	Initial Cost to Partnership								Gross Amount at which Carried at Close of Period
							Cost												Life on which
							Capitalized												Depreciation in
							Subsequent to										Year of		Latest Income
					Buildings and		Acquisition:				Buildings and				Accumulated		Construction/	Date	Statements is
Description	Encumbrances		Land		Improvements		Improvements		Land		Improvements		Total		Depreciation		Renovation	Acquired	Computed *
Apartment Complexes
Renaissance Plaza Assoc.
Baltimore, MD	$	~~6,661,104~~—	$	684,255	$	9,840,170	$	(4,905,917)	$	686,616	$	4,931,892	$	5,618,508	$	5,618,508	1994-95	Feb. 1994	27.5
	$	~~6,661,104~~—	$	684,255	$	9,840,170	$	(4,905,917)	$	686,616	$	4,931,892	$	5,618,508	$	5,618,508

* Depreciation is computed using primarily the straight-line method over the estimated useful lives determined by the Partnership date of acquisition.

- 4143 -

Table of Contents

INDEPENDENCE TAX CREDIT PLUS L.P. II

AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

Partnership Property Pledged as Collateral

MARCH 31, ~~2016~~2017

(continued)

	Cost of Property and Equipment				Accumulated Depreciation
	Years Ended March 31,
	For the Years Ended March 31,
	2016		2015		2016		2015
	2017		2016		2017		2016
Balance at beginning of period	$	5,618,508	$	5,618,508	$	5,618,508	$	5,618,508
Balance at beginning of year	$	5,618,508	$	5,618,508	$	5,618,508	$	5,618,508
Additions during period:
Depreciation expense		—		—		—		—
Balance at close of period	$	5,618,508	$	5,618,508	$	5,618,508	$	5,618,508
Balance at close of year	$	5,618,508	$	5,618,508	$	5,618,508	$	5,618,508

At the time the Local Partnerships were acquired by Independence Tax Credit Plus II Limited Partnership, the entire purchase price paid by Independence Tax Credit Plus II Limited Partnership was pushed down to the Local Partnerships as property and equipment with an offsetting credit to capital. Since the projects were in the construction phase at the time of acquisition, the capital accounts were insignificant at the time of purchase. Therefore, there are no material differences between the original cost basis for tax and GAAP.

- 4244 -

Filing Compare · INDEPENDENCE TAX CREDIT PLUS L P II