WNC HOUSING TAX CREDIT FUND V, L.P.
SERIES 4
[GRAPHIC OMITTED]
Supplement Dated August 23, 1996
To Prospectus Dated July 26, 1995
This Supplement is part of, and should be read in conjunction with, the
Prospectus of WNC Housing Tax Credit Fund V, L.P., Series 4 ("Series 4") dated
July 26, 1995 (the "Prospectus"), and the Supplement to Prospectus dated July 1,
1996. Capitalized terms used but not defined in this Supplement have the
meanings given to them in the Prospectus.
TABLE OF CONTENTS
Page
Status of Series 4 Offering..................................................1
Local Limited Partnership Investments........................................1
Supplement Presentation Relationship to Prospectus Presentation
Status of Series 4 Offering New Information
Local Limited Partnership Investments New Information
STATUS OF SERIES 4 OFFERING
As of the date hereof, Series 4 has received subscriptions in the amount of
$1,518,000 (1,519 Units), of which $64,500 is represented by Promissory Notes.
LOCAL LIMITED PARTNERSHIP INVESTMENTS
Included herein is a discussion of three Local Limited Partnership
Interests identified for acquisition by Series 4. The Apartment Complexes owned
by these Local Limited Partnerships are located in three states and are being
developed and constructed by three different development teams. Each of the
Apartment Complexes has received a reservation of Low Income Housing Credits.
While the Fund Manager believes that Series 4 is reasonably likely to acquire an
interest in each of these Local Limited Partnerships, Series 4 may not do so as
a result of the failure by a Local Limited Partnership to satisfy one or more
conditions precedent to the payment of each installment payment, the inability
of Series 4 to raise additional capital necessary to complete the purchase of
the Local Limited Partnership Interests identified herein, the purchase of Local
Limited Partnership Interests other than those identified herein, or other
factors. Moreover, the terms of any acquisition may differ from those as
described. Accordingly, investors should not rely on the ability of Series 4 to
acquire an investment in all these Local Limited Partnerships on the indicated
terms in deciding whether to invest in Series 4.
Series 4 expects to become a limited partner in Crescent City Apartments, a
California limited partnership ("CRESCENT CITY"); Oak Forest Apartments I, L.P.,
a Michigan limited partnership ("OAK FOREST"); and OGALLALLA APARTMENTS I, L.P.,
a Nebraska limited partnership ("OGALLALLA").
CRESCENT CITY owns The Surf Apartments in Crescent City, California; OAK
FOREST owns the Oak Forest Apartments in Wyoming, Michigan; OGALLALLA owns the
Ogallalla Apartments in Ogallalla, Nebraska.
1
<PAGE>
The following tables contain information concerning the Apartment Complexes
and the Local Limited Partnerships identified herein:
<TABLE>
ACTUAL OR LOCAL LIMITED YEAR
ESTIMATED ESTIMATED PERMANENT PARTNERSHIP'S CREDITS
CONSTRUC- DEVELOP- MORTGAGE ANTICIPATED TO BE
LOCAL PROJECT TION MENT COST NUMBER OF BASIC LOAN AGGREGATE FIRST
LIMITED NAME/NUMBER LOCATION OF COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX AVAIL-
PARTNERSHIP OF BUILDINGS PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) ABLE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CRESCENT The Surf Crescent October $3,251,878 18 Studio $1,960,000 $2,220,520 1996
CITY Apartments City (Del 1995 units $266 CDHCD (4)
Norte 37 1BR $300
1 building County), units
(2)(3) California
<S> <C> <C> <C> <C> <C> <C>
OAK Oak Forest Wyoming November $813,449 1 1BR unit $402 $280,000 $676,280 1997
FOREST Apartments (Kent 1996 5 2BR units $482 FNBM (6)
County), 6 3BR units $575
1 building Michigan
(5)
OGALLALLA Ogallalla Ogallalla March 1997 $1,029,400 10 2BR $310 $400,000 $723,130 1997
Apartments (Keith units $390 FNBO (7)
County), 6 3BR units
8 buildings Nebraska
<FN>
(1) Low Income Housing Credits are available over a 10-year period. For the year
in which the credit first becomes available, Series 4 will receive only that
percentage of the annual credit which corresponds to the number of months during
which Series 4 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) Property designed for senior citizens.
(3) Rehabilitation property.
(4) California Department of Housing and Community Development (CDHCD) will
provide the mortgage loan for a term of 50 years at an annual interest rate of
3%. Principal and interest will be payable annually based on a 50-year
amortization schedule.
(5) Property designed for both families and senior citizens.
(6) First National Bank of Michigan (FNBM) will provide the mortgage loan for a
term of 15 years at an annual interest rate of 13.95%. Principal and interest
will be payable monthly based on a 15-year amortization schedule.
(7) First National Bank of Omaha (FNBO) will provide the mortgage loan for a
term of 15 years at an annual interest rate of 9%. Principal and interest will
be payable monthly based on a 25-year amortization schedule.
</FN>
</TABLE>
Crescent City (CRESCENT CITY): Crescent City (population 4,000) is the county
seat of Del Norte County, California, and is on the Pacific coast near the
2
<PAGE>
Oregon border on U.S. Highway 101, approximately 370 miles north of San
Francisco. The major employers for Crescent City residents are Pelican Bay State
Prison, Del Norte Unified School District, and Del Norte County.
Wyoming (OAK FOREST): Wyoming (population 65,000) is a suburb of Grand Rapids,
Michigan, and is in Kent County, approximately 30 miles east of Lake Michigan,
near the intersection of Interstate Highways 96 and 196 and U.S. Highway 131.
The major employers for Wyoming residents are Steelcase, Inc., GM Metal
Fabricating Division, and Bentelier Industries.
Ogallalla (OGALLALLA): Ogallalla (population 5,000) is the county seat of Keith
County, in the western part of Nebraska, near the intersection of Interstate
Highway 80, U.S. Highway 30 and State Highway 61, approximately 110 miles south
of Rapid City, South Dakota. Lake McConaughy, which is the largest lake in
Nebraska, is five miles north of Ogallalla, and plays a role in the area economy
by generating tourism. The major employers for Ogallalla residents are American
Shizuki (capacitors), Ogallalla Electronics Mfg. Co. (electronic and magnetic
components) and U.S. Aprons (aprons, dog beds, decoy bags).
<TABLE>
ESTIMATED
ACQUISI-
LOCAL SHARING RATIOS: TION FEES
GENERAL ALLOCATIONS (4) SERIES 3's PAYABLE
LOCAL LOCAL PARTNER'S SHARING RATIOS: AND SALE OR CAPITAL TO
LIMITED GENERAL PROPERTY DEVELOPMENT CASH FLOW REFINANCING CONTRIBUTION FUND
PARTNERSHIP PARTNER MANAGER (1 FEE (2) (3) PROCEEDS (5) (6) MANAGER
<S> <C> <C> <C> <C>
CRESCENT Crescent City Crescent City $311,546 WNC: Greater of 99/1 $1,191,878 $119,000
CITY Surf, Inc. Surf, Inc. 15% or $800 50/50
(7) (7) LGP: 40%
Balance: 50/50
<S> <C> <C> <C> <C>
OAK IDC Medallion $82,283 WNC: Greater of 99/1 $395,017 $39,500
FOREST Management Management, 15% or $500 50/50
Corporation Inc. (9) LGP: 40%
(8) Balance: 50/50
OGALLALLA Most Retro $125,550 WNC: Greater of 99/1 $400,905 $40,000
Worshipful Management 15% or $500 50/50
Prince Hall Group, Inc. LGP: 40%
Grand Lodge (11) Balance: 50/50
(10)
<FN>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. Each 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 therefor does not exceed the amount authorized and approved by the
lender for the Apartment Complex.
(2) Each Local Limited Partnership will pay 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 4.
(3) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 4 ("WNC") and the Local General Partner ("LGP") of the
3
<PAGE>
Local Limited Partnership for each year of operations. Generally, to the extent
that the specific dollar amounts which are to be paid to Series 4 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 of Series 4 and the Local General Partner in profits, losses and Low
Income Housing Credits commencing with entry of Series 4 as a limited partner.
(5) Reflects the percentage interests of Series 4 and 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 4; and the capital contribution of the Local
General Partner.
(6) Series 4 will make its capital contributions to each Local Limited
Partnership in stages, with each contribution due when certain conditions
regarding construction or operations of the 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) Crescent City Surf, Inc. is a California corporation which was formed
in 1993. William L. Kjelland is the President of the corporation. He has been
involved in the development and management of five other subsidized properties
in California. The corporation has represented to Series 4 that its net worth is
negligible. Construction and operating deficit guarantees will be provided by
Mr. Kjelland. Mr. Kjelland has represented to Series 4 that, as of May
1, 1996, he had a net worth in excess of $500,000, substantially all of which
is illiquid.
(8) IDC Management Corporation was formed in 1985 as a Michigan corporation. Its
sole officer, director and shareholder is David L. Tornga. In addition to OAK
FOREST, the corporation has been involved in the development of three other
affordable housing projects. From 1983 through 1987, Mr. Tornga raised
$3,000,000 in equity for 10 apartment complexes including conventional and
government-assisted complexes. IDC Management Corporation has represented to
Series 4 that its net worth is negligible. Construction and operating deficit
guarantees will be provided by David Tornga. Mr. Tornga, age 49, has represented
to Series 4 that, as of July 10, 1996, he had a net worth in excess of $500,000,
substantially all of which is illiquid.
(9) Since 1973, when Medallion Management, Inc. was formed in Michigan, it
has been involved in developing and managing properties. The corporation
currently manages 98 residential communities consisting or more than 5,000
units.
(10) Most Worshipful Prince Hall Grand Lodge ("MWPHGL") was formed 103 years
ago, and was incorporated in 1982. One of its goals is to foster the development
of safe, decent and affordable housing to individuals and families earning less
than 60% of the median income of the area. The corporation has represented to
Series 4 that, as of September 1, 1995, it had a net worth in excess of
$3,000,000.
(11) Retro Management Group, Inc. was formed in 1993. The company currently
manages more than 2,200 units of conventional and government-financed apartment
projects in Oklahoma, Nebraska and Iowa. The company's principal, Douglas E.
Hiner, has been involved in property management since 1974.
4
</FN>
</TABLE>
