8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 7, 2011

NATIONAL TAX CREDIT INVESTORS II

(Exact name of Registrant as specified in its charter)

            California                0-20610                 93-1017959

      (State or other jurisdiction (Commission            (I.R.S. Employer

           of incorporation)        File Number)        Identification Number)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

National Tax Credit Investors II, a California limited partnership (the “Registrant”) holds a 99% limited partnership interest in both Sitka III Associates, an Idaho limited partnership (“Spruce Grove”), and Soldotna Associates, an Idaho limited partnership (“Northwood”). Spruce Grove owns a 16-unit apartment complex located in Sitka, Alaska and Northwood owns a 23-unit apartment complex located in Soldotna, Alaska. On June 7, 2011, the Registrant entered into separate Assignment and Assumption Agreements (the “Agreements”) with Tailored Management Services, LLC, an Idaho limited liability company (the “Assignee”), and Marty D. Frantz, an individual (the “Operating General Partner”), to provide for the assignment of the Registrant’s limited partnership interests in both Spruce Grove and Northwood to the Assignee for a total of $6,000.  The Registrant’s investment balance in both Spruce Grove and Northwood was zero at March 31, 2011 and December 31, 2010.

The foregoing description is qualified in its entirety by reference to the Assignment and Assumption Agreements, copies of which are filed as exhibits 10.12 and 10.13 to this report.

Item 2.01   Completion of Acquisition or Disposition of Assets.

Pursuant to the terms of the Agreements, on June 7, 2011, the Registrant assigned its limited partnership interests in Spruce Grove and Northwood and received proceeds of $6,000. 

In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be held in the Registrant’s reserves.  It is not anticipated that any distribution to the Registrant’s partners will be made as a result of the assignment of the Registrant’s interests in Spruce Grove and Northwood.

Item 9.01   Financial Statements and Exhibits

(d)   Exhibits

10.12       Assignment and Assumption Agreement by and between National Tax Credit Investors II, a California limited partnership; National Tax Credit, Inc. II, a California corporation; Tailored Management Services, LLC, an   Idaho limited liability company and Marty D. Frantz, an individual, dated June 7, 2011.

10.13       Assignment and Assumption Agreement by and between National Tax Credit Investors II, a California limited partnership; National Tax Credit, Inc. II, a California corporation; Tailored Management Services, LLC, an   Idaho limited liability company and Marty D. Frantz, an individual, dated June 7, 2011.

The agreements included as exhibits to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

·  may apply standards of materiality in a way that is different from what               may be viewed as material to an investor; and

·were made only as of the date of the applicable agreement or such other       date or dates as may be specified in the agreement and are subject to       more recent developments.

      Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NATIONAL TAX CREDIT INVESTORS II

By:  National Partnership Investments Corp.

General Partner

By:  /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

  Date: June 13, 2011

EX-10.12

Exhibit 10   

EX-10.13

Exhibit 10.13

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Agreement”) is made as of June 7, 2011 (the “Effective Date”), by and between National Tax Credit Investors II, a California limited partnership (the “LP Assignor ”), and National Tax Credit, Inc. II, a California corporation (the “SLP Assignor” and together with the LP Assignor, collectively, “Assignors” and each, an “Assignor”); Tailored Management Services, LLC, an Idaho limited liability company (“Assignee”); and Marty D. Frantz, an individual (the “Operating General Partner” and together with Assignors and Assignee, each a “Party“ and, as the context requires, any two or more, collectively, “Parties”), with reference to the following:

A.         Soldotna Associates (the “Partnership”) was formed as a limited partnership under the laws of the State of Idaho and is being governed pursuant to an Amended and Restated Agreement of Limited Partnership, dated as of July 1, 1991 (the “Partnership Agreement”) (any capitalized word or phrase used but not defined herein shall have the meaning set forth in the Partnership Agreement).

B.The Operating General Partner is the “Operating General Partner” of the Partnership, the SLP Assignor is the special limited partner of the Partnership and the LP Assignor is the limited partner of the Partnership.

C.Assignors have agreed to assign all of their limited partnership interests in the Partnership to Assignee and withdraw from the Partnership, Assignee has agreed to acquire such interests and the Operating General Partner has consented to such assignment and assumption, all pursuant to the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.         Assignment and Assumption.

1.1                 Effective as of the “Closing” (as hereinafter defined):

(a)Each Assignor hereby assigns to Assignee 100% of such Assignor’s interest in the Partnership, including, without limitation, Profits and Losses, Cash Flow, Sale or Refinancing Transaction, all other Partnership assets, and all rights to any fees, loan repayments and reimbursements (each, an “Interest” and. collectively, the “Interests”), and

(b)Assignee assumes and agrees to perform all of the obligations of Assignors under the Partnership Agreement.

1.2       In consideration of Assignors’ assignments of the Interests, at the Closing

Assignee shall pay to Assignors an amount (the “Payment”) equal to $3,000.00 payable in cash. The Payment shall be treated as a direct acquisition of the Interests. Each Assignor covenants and agrees that such sum shall be received in full satisfaction of all obligations and liabilities due such Assignors in connection with or in any manner arising out of the Partnership, the Apartment Complex or any other assets owned by the Partnership. The Payment shall be made by federal funds wired pursuant to instructions from Assignors.

                                                2.                                          Closing.

2.1                 The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur no later than June 15, 2011 (the “Closing Date”).

2.2       At the Closing:

(a)As provided in Section 1.2, Assignee shall pay the Payment; and

(b)Assignors, Assignee and the Operating General Partner shall execute and exchange countersigned counterparts of the First Amendment to Amended and Restated Agreement of Limited Partnership of the Partnership in the form attached hereto as Exhibit A (the “Amendment”).

                                                3.                                          Conditions to Closing.

3.1                 The Operating General Partner and Assignee each acknowledges that the consent of the limited partners of the LP Assignor to the transactions contemplated by this Agreement is required and the Parties agree that such consent shall be a condition precedent to Closing. the LP Assignor, at its sole cost and expense, shall use commercially reasonable efforts to obtain the consent of the limited partners of the LP Assignor to the transactions contemplated by this Agreement, including, but not limited to, the admission of Assignee into the Partnership pursuant to all of the applicable terms of the Partnership Agreement.

3.2       It shall be a condition precedent to Closing that all representations,

warranties set forth herein shall be true and correct in all material respects, and all covenants set forth herein shall have been fully complied with in all material respects as of the Closing.

3.3       Notwithstanding anything to the contrary contained or implied in this

Agreement, there are no other conditions to the obligation of the Parties to close the transaction contemplated by this Agreement except as expressly set forth in this Section 3.

3.4       If on or before Closing any condition set forth in Section 3.1 or 3.2 has

not been satisfied, this Agreement shall terminate and be of no further force or effect.

                                                4.                                          Representations, Warranties and Covenants.

4.1                 As a material inducement to Assignee entering into this Agreement, each Assignor hereby represents and warrants to Assignee the following are true and correct as of the Effective Date, shall be true and correct as of the Closing Date, and shall survive the Closing and the withdrawal of Assignors from the Partnership:

(a)Assignors are the owners of the Interests and the Interests are not subject to any lien, pledge or encumbrance of any nature whatsoever and Assignee shall acquire the same free of any rights or claims thereto by any other party claiming by, through or under Assignors.

(b)The execution and delivery of this Agreement by Assignors and the performance of the transactions contemplated herein have been duly authorized by all requisite corporate and partnership proceedings and, assuming the due and proper execution and delivery by Assignee and the Operating General Partner, this Assignment is binding upon and enforceable against Assignors in accordance with its terms.

4.2       As a material inducement to Assignors entering into this Agreement, Assignee hereby represents and warrants to Assignors the following are true and correct as of the Effective Date, shall be true and correct as of the Closing Date, and shall survive the Closing and the withdrawal of Assignors from the Partnership:

(a)The execution and delivery of this Agreement by Assignee and the performance of the transactions contemplated herein have been duly authorized by all requisite corporate and partnership proceedings.

(b)Assuming the due and proper execution and delivery by Assignors, this Assignment is binding upon and enforceable against Assignee in accordance with its terms.

(c)No proceeding before any federal, state, municipal or other governmental department, commission, board or agency is pending against Assignee or, to the knowledge of Assignee, threatened against Assignee pursuant to which an unfavorable judgment would restrain, prohibit, invalidate, set aside, rescind, prevent or make unlawful this Agreement or the transactions contemplated hereunder, nor does Assignee know of any reason to believe any such proceeding will be instituted.

(d)Assignee has incurred no obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement.

(e)Assignee is aware of the restrictions on transfer or encumbrance of the Interests under the Partnership Agreement, as well as the transfer restrictions imposed by the Securities Act of 1933, as amended, and applicable state securities laws (the “Securities Laws”). Assignee is able to bear the economic risk of its investment in the Interests, is aware that it must hold the Interests for an indefinite period and that the Interests have not been registered under the applicable Securities Laws and may not be sold or otherwise transferred unless permitted by the terms of the Partnership Agreement and the Interests are registered, or an exemption from the registration requirements is available with respect thereto, under the Securities Laws. Assignee is acquiring the Interests for its own account and not with a view to resell, transfer or otherwise dispose thereof.

(f)Assignee is an Affiliate of the Operating General Partner and, knows, therefore, at least as much about the Partnership as Assignors. Assignee is experienced in financial transactions such as ownership of the Interests and understands the business and operations of the Partnership. Assignee has had an opportunity to ask questions about and seek information about the Partnership and the Apartment Complex, and has not relied upon any express or implied representations or warranties from Assignors with regard to the Interests, the Partnership or the Apartment Complex, except as expressly provided herein.

4.3       As a material inducement to Assignors entering into this Agreement:

(a)                  The Operating General Partner represents and warrants to Assignors that (i) the execution and delivery of this Agreement by the Operating General Partner and its performance of the transactions contemplated herein have been duly authorized by all requisite corporate proceedings, and (ii) assuming the due and proper execution and delivery by Assignor, this Assignment is binding upon and enforceable against the Operating General Partner in accordance with its terms. The foregoing representations and warranties are true and correct as of the Effective Date, shall be true and correct as of the Closing Date, and shall survive the Closing and the withdrawal of Assignors from the Partnership; and

(b)        The Operating General Partner covenants to Assignors that on or before Closing, the Partnership will have obtained all necessary consents and approvals for the transactions contemplated by this Agreement, including, but not limited to, the consents, to the extent required, of all Lenders and the Authority.

4.4       Except as expressly provided in this Section 3, no Party has made any other representation or warranty concerning the Interests, the Apartment Complex, the Partnership or any other matter.

           5.          Miscellaneous. All notices, demands, requests and other communications required pursuant to the provisions of this Agreement (“Notice”) shall be in writing and shall be deemed to have been properly given or served for all purposes (i) if sent by Federal Express or any other nationally recognized overnight carrier for next business day delivery, on the first business day following deposit of such Notice with such carrier, or (ii) if personally delivered, on the actual date of delivery or (iii) if sent by certified mail, return receipt requested postage prepaid, on the fifth (5th) business day following the date of mailing addressed as follows:

5.1       If to Assignors:

 c/o National Partnership Investments Corp.
 6701 Center Drive, Suite 520

 Los Angeles, CA 90045

 Attention: Asset Management

Facsimile: 310-258-5180

and:

AIMCO

4582 South Ulster Street Parkway Suite 1100

Denver, CO 80237

Attention: Trent Johnson, Esq.
Facsimile: 720-200-6882

with a copy to:

Law Offices of Peter H. Alpert, Inc.
601 S. Figueroa Street, Suite 2330
Los Angeles, CA 90017

Attention: Peter H. Alpert

Facsimile: 213-687-1511

            5.2       If to Assignee:

Tailored Management Services, LLC
307 N. Lincoln St Suite A

Post Falls, ID 83854

Attention: Tyson Frantz

Facsimile: (208) 717-0972

            5.3       If to the Operating General Partner:

Marty D. Frantz

307 N. Lincoln Street, Suite A
Port Falls, ID 83854

Facsimile: (208) 717-0972

Any of the Parties may designate a change of address by Notice in writing to the other Parties. Whenever in this Agreement the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice.

            5.4       If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.

            5.5       This Agreement may be signed in any number of counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute only one agreement. The production of any executed counterpart of this Agreement shall be sufficient for all purposes without producing or accounting for any other counterpart thereof.

            5.6       This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives and permitted successors and assigns of the Parties hereto. This Agreement shall be interpreted in accordance with the laws of the state in which the Apartment Complex is located.

            5.7       Nothing herein shall be construed to be for the benefit of or enforceable by any third party including, but not limited to any creditor of either Assignor.

            5.8       The Parties shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

            5.9       All article and section titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the text of this Agreement.

5.10 In the event that any court or arbitration proceedings is brought under or in connection with this Agreement, the prevailing party in such proceeding (whether at trial or on appeal) shall be entitled to recover from the other party all costs, expenses, and reasonable attorneys’ fees incident to any such proceeding. The term “prevailing party” as used herein shall mean the party in whose favor the final judgment or award is entered in any such judicial or arbitration proceeding.

5.11 This Agreement constitutes the sole agreement of the Parties with respect to the matters herein, all prior oral or written agreements being merged herein. This Agreement may only be modified by a writing signed by all of the Parties hereto and time is of the essence of this Agreement.

5.12 In interpreting this Agreement it shall be presumed that the Agreement was jointly drafted and no presumption shall arise against any Party in the event of any ambiguity.

5.13 Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.

[Signatures on following page(s)]

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date set forth above.

ASSIGNORS:                                                         NATIONAL TAX CREDIT INVESTORS II,

a California limited partnership

By National Partnership Investments Corp., a California corporation,

General Partner

By  /s/Derik Hart

Name: Derik Hart

Title: Senior Vice President

NATIONAL TAX CREDIT, INC. II, a California corporation

By  /s/Derik Hart

Name: Derik Hart

Title: Senior Vice President

ASSIGNEE:                                                            TAILORED MANAGEMENT SERVICES, LLC,

an Idaho limited liability company,

By  /s/Tyson Frantz

Name: Tyson Frantz

Title: Managing Member

GENERAL PARTNER:                                           /s/Marty D. Frantz

                                                                                MARTY D. FRANTZ