Attached files

WNC & ASSOCIATES, INC.


December 8, 2009

[[SORT NAME]]
[[SORT ADDRESS]]

Re:    WNC Housing Tax Credit Fund II, L.P. (the "Partnership")

Dear Limited Partner:

As you may recall, by majority vote the Partnership's Limited Partners approved
a plan of liquidation for the Partnership's assets. The Partnership owned a
limited partnership interest in each of Cherokee Square, L.P., a Tennessee
limited partnership ("Cherokee") and DiVall Midland Associates Limited
Partnership II, a Wisconsin limited partnership ("DiVall"). The Cherokee and
DiVall limited partnership interests were sold by the Partnership during the
current fiscal year. In appraisals conducted in 2009, the appraised values of
the apartment complexes of Cherokee and DiVall conducted on a restricted rents
basis, were determined to be $584,000 and $545,000, respectively. The loan
balances were approximately $941,000 and $1,123,000, respectively. Inasmuch as
the appraisals indicated no remaining equity in the apartment complexes, the
transfers were made for consideration intended to be sufficient to pay for the
Partnership's closing costs.

We would like to remind you of the investment benefits you have received from
the Partnership. The average Limited Partner investing in the Partnership during
its initial offering has received federal tax credits of approximately 145% of
the amount invested. In addition, each Limited Partner has been allocated
losses, which are classified as passive losses for most Limited Partners.

The Partnership continues to own interests in 22 apartment complexes and is
seeking to dispose of each of them and thereafter terminate its operations.
Consistent with the Partnership's objectives, the Partnership has generated
passive losses from its operations. For a Limited Partner who is an individual,
the tax benefits of such passive losses generally are available (1) only upon
the Limited Partner's taxable disposition of his or her entire interest in the
Partnership, or (2) on a proportionate basis in connection with the taxable
disposition of the Partnership's interest in individual apartment complexes. The
taxable disposition of an interest in an apartment complex might allow a Limited
Partner to use passive losses previously allocated to him or her in connection
with such apartment complex and not previously used. The sale of the interests
in Cherokee and DiVall will result in gross taxable income to Limited Partners.
Accordingly. each Limited Partner is encouraged to consult his, her or its own
tax advisor as to the specific tax consequences as a result of the sales.

Please feel free to contact us if you have questions or concerns.

Sincerely,
WNC FINANCIAL GROUP, L.P.,
General Partner





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