WNC HOUSING TAX CREDIT FUND VI, L.P.,
SERIES 5
[GRAPHIC OMITTED]
Supplement Dated December 18, 1997
To Prospectus Dated June 23, 1997
This Supplement is part of, and should be read in conjunction with, the
Prospectus of WNC Housing Tax Credit Fund VI, L.P., Series 5 ("Series 5") dated
June 23, 1997 (the "Prospectus") and the Supplement dated October 6, 1997.
Capitalized terms used but not defined in this Supplement have the meanings
given to them in the Prospectus.
STATUS OF SERIES 5 OFFERING
As of the date hereof, Series 5 has received subscriptions in the
amount of $8,277,795 (8,308 Units), of which $267,500 currently is represented
by Promissory Notes.
LOCAL LIMITED PARTNERSHIP INVESTMENTS
Series 5 has acquired a Local Limited Partnership Interest in Spring
Valley Terrace Apartments, L.L.C., an Arizona limited liability company ("SPRING
VALLEY"). SPRING VALLEY owns the Spring Valley Terrace Apartments in Mayer,
Arizona.
The following tables contain information concerning the Apartment
Complex and the Local Limited Partnership identified herein:
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LOCAL
ACTUAL OR LIMITED
ESTIMATED ESTIMATED PERMANENT PARTNER-
PROJECT CONSTRUC- DEVELOP- MORTGAGE SHIP'S YEAR CREDITS
LOCAL NAME AND TION MENT COST NUMBER OF BASIC LOAN ANTICIPATED TO BE FIRST
LIMITED NUMBER LOCATION COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS AVAILABLE
PARTNERSHIP OF BUILDINGS OF PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SPRING Spring Valley Mayer August 1998 $1,480,057 20 1BR Units $140-$265 $162,000 $1,102,150 1998
VALLEY Terrace (Yavapai WMB (2)
Apartments County),
Arizona $462,987
2 buildings HAC (3)
<FN>
(1) Low Income Housing Credits are available over a 10-year period. For the year
in which the credit first becomes available, Series 5 will receive only that
percentage of the annual credit which corresponds to the number of months during
which Series 5 was a limited partner of the Local Limited Partnership, and
during which the Apartment Complex was completed and in service. See the
discussion under "The Low Income Housing Credit" in the Prospectus.
(2) Washington Mutual Bank, FA ("WMB") will provide the first mortgage loan for
a term of 15 years at an annual interest rate equal to the rate established by
the Federal Home Loan Bank of San Francisco Community Advance Program plus 2%.
Principal and interest will be payable monthly, based on a 30-year amortization
schedule. Outstanding principal and interest will be due upon maturity.
(3) Human Action for Chandler, an Arizona non-profit corporation dba Coordinated
Community Services of Arizona ("HAC"), will provide the second mortgage loan for
a term of 20 years at an annual interest rate of 1%. Principal and interest will
be payable from available net cash flow. Outstanding principal will be due
upon maturity.
</FN>
</TABLE>
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Mayer (SPRING VALLEY): Mayer (population 1,800) is in Yavapai County, in central
Arizona on State Highway 69 near Interstate Highway 17, approximately 20 miles
southeast of Prescott. The major employers for Mayer residents are Yavapai
County, Yavapai Regional Medical Center, and Caradon Better Built.
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LOCAL ESTIMATED
GENERAL SHARING RATIOS: ACQUISITION
LOCAL LOCAL PARTNER'S ALLOCATIONS (4) AND FEES PAYABLE
LIMITED GENERAL PROPERTY DEVELOPMENT SHARING RATIOS: SALE OR REFINANCING SERIES 5'S CAPITAL TO FUND
PARTNERSHIP PARTNER MANAGER (1) FEE (2) CASH FLOW (3) PROCEEDS (5) CONTRIBUTION (6) MANAGER
<S> <C> <C> <C> <C> <C> <C> <C>
SPRING Spring Valley Kay-Kay $219,137 WNC: $500 99.98/.01/.01 $716,254 $66,000
VALLEY Terrace, Inc., Realty Corp. LGP: $1,000 40/60
(7) (8) The balance:
HAC
<FN>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. The Local General Partner is
authorized to employ either itself or one of its Affiliates, or a third party,
as property manager for leasing and management of the Apartment Complex so long
as the fee therefore does not exceed the amount authorized and approved by the
lender for the Apartment Complex.
(2) The Local Limited Partnership will pay its Local General Partner or an
Affiliate of its Local General Partner a development fee in the amount set
forth, for services incident to the development and construction of the
Apartment Complex, which services include: negotiating the financing commitments
for the Apartment Complex; securing necessary approvals and permits for the
development and construction of the Apartment Complex; and obtaining allocations
of Low Income Housing Credits. This payment will be made in installments after
receipt of each installment of the capital contributions made by Series 5.
(3) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 5 ("WNC") and the Local General Partner ("LGP") of the
Local Limited Partnership for each year of operations. Generally, to the extent
that the specific dollar amounts which are to be paid to WNC are not paid
annually, they will accrue and be paid from sale or refinancing proceeds as an
obligation of the Local Limited Partnership.
(4) Subject to certain special allocations, reflects the respective percentage
interests in profits, losses and Low Income Housing Credits of (i) Series 5,
(ii) WNC Housing, L.P., an Affiliate of the Sponsor which is the special member,
and (iii) the Local General Partner.
(5) Reflects the percentage interests of (i) Series 5 and (ii) the Local General
Partner, in any net cash proceeds from sale or refinancing of the Apartment
Complex, after payment of the mortgage loan and other Local Limited Partnership
obligations (see, e.g., note 3), and the following, in the order set forth: the
capital contribution of Series 5; the capital contribution of WNC Housing, L.P.;
and the capital contribution of the Local General Partner.
(6) Series 5 will make its capital contribution to the Local Limited Partnership
in stages, with each contribution due when certain conditions regarding
construction or operations of the
<PAGE>
Apartment Complex have been fulfilled. See "Investment Policies" and "Terms of
the Local Limited Partnership Agreements" under "Investment Objectives and
Policies" in the Prospectus.
(7) Spring Valley Terrace, Inc. is an Arizona corporation owned by HAC. Sam
Cioffi is vice-president and director of HAC. Mr. Cioffi has more than 25 years'
experience in housing and community development. Spring Valley Terrace, Inc. has
represented to Series 5 that, as of September 30, 1997, it had a nominal net
worth. Construction completion and operating deficit guarantees will be provided
by HAC. HAC has represented to Series 5 that, as of June 30, 1997, it had
unrestricted net assets of approximately $200,000 and temporarily restricted net
assets of approximately $3,400,000.
(8) Kay-Kay Realty Corp. is an Arizona corporation which has been managing
properties for 18 years in Arizona. The company currently manages ten properties
consisting of 560 units. Four of the properties are Tax Credit properties.
</FN>
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