WNC HOUSING TAX CREDIT FUND V, L.P.,
SERIES 4
-------------------
Supplement Dated July 1, 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"). THIS SUPPLEMENT SUPERSEDES ALL PREVIOUS
SUPPLEMENTS. Capitalized terms used but not defined in this Supplement have the
meanings given to them in the Prospectus.
TABLE OF CONTENTS Page
Termination of Series 3 Offering...................................... 2
Status of Series 4 Offering........................................... 2
Investment Objectives and Policies ................................... 2
Management............................................................ 2
Prior Performance Summary............................................. 3
Plan of Distribution.................................................. 7
Experts............................................................... 7
Financial Statements.................................................. FS-i
Prior Performance Tables.............................................. A-1
First Amendment to Agreement of Limited Partnership .................. B-1
Investor Form ........................................................ C-1
As indicated in the chart which follows, the information presented herein
either adds to or supersedes similar information included in the Prospectus, or
constitutes information which has no corresponding information in the
Prospectus.
Supplement Presentation Relationship to Prospectus Presentation
- ----------------------- ---------------------------------------
Termination of Series 3 Offering New Information
Status of Series 4 Offering New Information
Investment Objectives and Policies Supersedes a portion of
"Investment Objectives and Policies"
Management Adds to "Management"
Prior Performance Summary Adds to "Prior Performance Summary"
Plan of Distribution Adds to "Terms of the Offering and Plan of
Distribution"
Experts Adds to "Experts"
Financial Statements Adds to "Financial Statements"
Prior Performance Tables Adds to "Prior Performance Tables"
First Amendment of Partnership Adds to "Partnership Agreement"
Agreement
Investor Form Supersedes "Subscription Agreement"
wncnat518.01
<PAGE>
TERMINATION OF SERIES 3 OFFERING
The Fund sold a total of 18,000 Units with respect to Series 3 to 856
investors for aggregate Capital Contributions to Series 3 of $17,565,000. As of
the date hereof, of the total capital raised by Series 3 approximately
$2,146,000 was or will be paid to the Sponsor for selling commissions,
wholesaling activities and in reimbursement of other organization and offering
expenses (all of which was or will be reallowed to non-Affiliates),
approximately $720,000 was or will be paid to the Sponsor as Acquisition Fees,
approximately $180,000 was or will be paid to the Sponsor in reimbursement of
Acquisition Expenses (all of which was or will be reallowed to non-Affiliates),
and approximately $14,519,000 was or will be invested in Local Limited
Partnership Interests or Reserves. The sections of this Supplement entitled
"Prior Performance Summary" and "Prior Performance Tables" contain certain
statistical data regarding Series 3 as of the respective dates specified
therein.
STATUS OF SERIES 4 OFFERING
The Fund is now offering a minimum of 1,400 Units in Series 4 on the terms
set forth herein and in the Prospectus. A maximum of 25,000 Units may be sold.
Series 4 and Series 3 have been organized as separate limited partnerships under
California law and investors in Series 4 will have no rights or interests in the
properties acquired by Series 3.
INVESTMENT OBJECTIVES AND POLICIES
The principal investment objective of Series 4 is to provide Low Income
Housing Credits to its investors in an amount of from $1,200 to $1,400 per Unit.
See "Investment Objectives and Policies - Principal Investment Objectives" in
the Prospectus. There can be no assurance that this objective will be satisfied.
See "Summary of the Offering - Risk Factors" and "Risk Factors" in the
Prospectus. In this regard, the Partnership Agreement utilizes a defined term to
determine whether the General Partner can receive distributions from the sale of
Apartment Complexes. The defined term is "Return on Investment." As set forth in
the Prospectus, investors should note that the use of the term "Return on
Investment" is not intended to suggest that this return will be provided to
investors. It means only that if proceeds from the sale of Apartment Complexes
are available after payment of all current and accrued fees and expenses, they
will be distributed to investors before distributions to the General Partner.
For purposes of Series 4 the term "Return on Investment" will mean 13% of
"unreturned capital" (i.e., the capital contribution originally paid for a Unit,
less distributions of Sale or Refinancing Proceeds) each year through 2006 and
6% of unreturned capital thereafter. See "Summary of the Offering - Profits and
Losses for Tax Purposes, Tax Credits and Cash Distributions," "Summary of the
Offering - Management Compensation," "Profits and Losses for Tax Purposes, Tax
Credits and Cash Distributions" and "Management Compensation" in the Prosepctus.
MANAGEMENT
WNC & Associates, Inc.
WNC & Associates, Inc., the General Partner, was organized in 1971 for the
purpose of structuring and sponsoring private placements of equity securities in
limited partnerships organized to develop and operate residential rental
properties which benefit from Government Assistance, and thereafter monitoring
the investments made by such partnerships and administering the partnerships for
their investors. Janice Wong and Donald S. Belanger are no longer employed by
the General Partner or its Affiliates. Sy Garban retains his position as Vice
President - National Sales but is no longer associated with the Dealer Manager.
See "Management" in the Prospectus.
NOT TO BE USED IN ARIZONA, MAINE, MASSACHUSETTS, MINNESOTA, MISSOURI,
NEBRASKA, PENNSYLVANIA, TENNESSEE OR TEXAS
2a
<PAGE>
TERMINATION OF SERIES 3 OFFERING
The Fund sold a total of 18,000 Units with respect to Series 3 to 856
investors for aggregate Capital Contributions to Series 3 of $17,565,000. As of
the date hereof, of the total capital raised by Series 3 approximately
$2,146,000 was or will be paid to the Sponsor for selling commissions,
wholesaling activities and in reimbursement of other organization and offering
expenses (all of which was or will be reallowed to non-Affiliates),
approximately $720,000 was or will be paid to the Sponsor as Acquisition Fees,
approximately $180,000 was or will be paid to the Sponsor in reimbursement of
Acquisition Expenses (all of which was or will be reallowed to non-Affiliates),
and approximately $14,519,000 was or will be invested in Local Limited
Partnership Interests or Reserves. The sections of this Supplement entitled
"Prior Performance Summary" and "Prior Performance Tables" contain certain
statistical data regarding Series 3 as of the respective dates specified
therein.
STATUS OF SERIES 4 OFFERING
The Fund is now offering a minimum of 1,400 Units in Series 4 on the terms
set forth herein and in the Prospectus. A maximum of 25,000 Units may be sold.
Series 4 and Series 3 have been organized as separate limited partnerships under
California law and investors in Series 4 will have no rights or interests in the
properties acquired by Series 3.
INVESTMENT OBJECTIVES AND POLICIES
The Partnership Agreement utilizes a defined term to determine whether
the General Partner can receive distributions from the sale of Apartment
Complexes. The defined term is "Return on Investment." As set forth in the
Prospectus, investors should note that the use of the term "Return on
Investment" is not intended to suggest that this return will be provided to
investors. It means only that if proceeds from the sale of Apartment Complexes
are available after payment of all current and accrued fees and expenses, they
will be distributed to investors before distributions to the General Partner.
For purposes of Series 4 the term "Return on Investment" will mean 13% of
"unreturned capital" (i.e., the capital contribution originally paid for a Unit,
less distributions of Sale or Refinancing Proceeds) each year through 2006 and
6% of unreturned capital thereafter. See "Summary of the Offering - Profits and
Losses for Tax Purposes, Tax Credits and Cash Distributions," "Summary of the
Offering - Management Compensation," "Profits and Losses for Tax Purposes, Tax
Credits and Cash Distributions" and "Management Compensation" in the Prosepctus.
MANAGEMENT
WNC & Associates, Inc.
WNC & Associates, Inc., the General Partner, was organized in 1971 for the
purpose of structuring and sponsoring private placements of equity securities in
limited partnerships organized to develop and operate residential rental
properties which benefit from Government Assistance, and thereafter monitoring
the investments made by such partnerships and administering the partnerships for
their investors. Janice Wong and Donald S. Belanger are no longer employed by
the General Partner or its Affiliates. Sy Garban retains his position as Vice
President - National Sales but is no longer associated with the Dealer Manager.
See "Management" in the Prospectus.
TO BE USED ONLY IN ARIZONA, MAINE, MASSACHUSETTS, MINNESOTA, MISSOURI,
NEBRASKA, PENNSYLVANIA, TENNESSEE OR TEXAS
2b
<PAGE>
PRIOR PERFORMANCE SUMMARY
WNC & Associates, Inc. and Wilfred N. Cooper, Sr., directly and
through their Affiliates have had significant prior experience in the
syndication and management of real estate programs. Since its formation the
General Partner and its Affiliates have raised equity from more than 9,700
investors to acquire interests in more than 430 properties located in 33 states
and one territory, and representing more than $660,000,000 in aggregate
acquisition costs.
In addition to the Syndicated Partnerships for which the General Partner
has performed syndication and related services for third parties as discussed
under "Management" as of December 31, 1995 the General Partner and its
Affiliates had sponsored a total of 13 public (excluding Series 5) and 46
non-public real estate programs. As of December 31, 1995, these 59 partnerships
had raised an aggregate of approximately $202,008,000 from approximately 9,550
investors. These 59 programs invested in a total of 382 apartment properties at
an aggregate acquisition cost of approximately $590,686,000 in the following
jurisdictions:
Alabama (14) Missouri ( 8)
Arizona ( 7) New Mexico ( 9)
Arkansas (10). North Carolina (24)
California (91) Ohio ( 4)
Florida ( 4) Oklahoma ( 8)
Georgia ( 4) Oregon ( 4)
Idaho ( 1) South Carolina (14)
Illinois ( 9) South Dakota ( 1)
Indiana ( 4) Tennessee (26)
Iowa ( 7) Texas (82)
Kansas ( 1) U.S. Virgin Islands ( 1)
Kentucky ( 2) Virginia ( 5)
Louisiana (13) West Virginia ( 1)
Maryland ( 2) Wisconsin (17)
Michigan ( 1)
Mississippi ( 8)
Of these 59 partnerships, 11 public and 36 private real estate programs
commenced their offerings during the 10 year period beginning January 1, 1986
(the "Prior Programs"). See "Public Programs Sponsored" and "Private Programs
Sponsored" below. The Prior Programs were organized to invest in apartment
complexes (by acquiring limited partnership interests in other limited
partnerships which owned the apartment complexes) benefitting from one or more
forms of Government Assistance, generally consisting of low interest mortgage
financing pursuant to Section 515 of the Housing Act of 1949, Low Income Housing
Credits and/or rental assistance payments under the Section 8 Program. See
"Other Government Assistance Programs" in the Prospectus. Four of the private
programs did not have as their principal investment objective providing Low
Income Housing Credits to their investors. Such Prior Programs were offered
prior to the effective date of the 1986 Act (which both established the Low
Income Housing Credit program and restricted other types of tax benefits) and
were principally intended to provide their investors with tax losses which could
be used to reduce taxable income from other sources. As will be the case with
respect to the Apartment Complexes in which the Fund will invest, management and
operational control of the properties in which the Prior Programs have invested
is exercised by the general partners of the local limited partnerships.
Public Programs Sponsored
The 11 public Prior Programs are WNC Housing Tax Credit Fund, L.P.
("HTCF"), WNC California Housing Tax Credits, L.P. ("CHTC"), WNC Housing Tax
Credit Fund II, L.P. ("HTCFII"), WNC California Housing Tax Credits II, L.P.
("CHTCII"), WNC Housing Tax Credit Fund III, L.P. ("HTCFIII"), WNC California
Housing Tax Credits III, L.P. ("CHTCIII"), WNC Housing Tax Credit Fund IV, L.P.,
Series 1 ("HTCFIV Series 1"), WNC Housing Tax Credit Fund IV, L.P., Series 2
("HTCFIV Series 2"), WNC California Housing Tax Credits IV, L.P., Series 4
("CHTCIV Series 4"), WNC California Housing Tax Credits IV, L.P., Series 5
("CHTCIV Series 5") and WNC Housing Tax Credit Fund V, L.P., Series 3 ("HTCFV
Series 3"). With the exception of CHTCIV Series 5 and HTCFV Series 3, each of
the public Prior Programs had completed its offering as of December 31, 1995.
3
<PAGE>
Through December 31, 1995, the 11 public Prior Programs had raised an
aggregate of approximately $110,784,000 in capital contributions from an
aggregate of approximately 7,230 investors and invested in a total of 183
apartment properties located in the following jurisdictions:
Alabama (12) Mississippi ( 6)
Arizona ( 3) New Mexico ( 3)
Arkansas ( 5) North Carolina (13)
California (45) Ohio ( 4)
Florida ( 1) Oklahoma ( 2)
Georgia ( 1) Oregon ( 2)
Idaho ( 1) South Carolina ( 1)
Illinois ( 7) South Dakota ( 1)
Indiana ( 4) Tennessee ( 6)
Iowa ( 7) Texas (39)
Kentucky ( 1) Virginia ( 4)
Louisiana ( 3) Wisconsin (11)
Maryland ( 1)
The aggregate mortgage debt encumbering the properties was approximately
$216,148,000 and the aggregate acquisition cost of the properties was
approximately $295,193,000. At the times of the Prior Programs' investments
therein 67 of the properties were existing apartment complexes and 116 were
under development or construction by the local partnerships which own them. All
of the properties are current in their mortgage obligations and are otherwise
being constructed or operating approximately as anticipated at the time the
local partnership investments were made by the respective public programs.
HTCF, CHTC, HTCFII, CHTCII, HTCFIII, CHTCIII, HTCFIV Series 1, HTCFIV
Series 2, CHTCIV Series 4, CHTCIV Series 5 and HTCFV Series 3 have as their
principal investment objective providing Federal Low Income Housing Credits to
their investors, although only CHTC, CHTCII, CHTCIII, CHTC IV Series 4 and
CHTCIV Series 5 have the additional objective of providing California Low Income
Housing Credits. Certain information with regard to HTCF, CHTC, HTCFII, CHTCII,
HTCFIII, CHTCIII, HTCFIV Series 1, HTCFIV Series 2, CHTCIV Series 4, CHTCIV
Series 5 and HTCFV Series 3 is set forth in the tables which follow:
<TABLE>
Federal Credit Programs
Offering Partnership Invested Credits Received Per $10,000 Investment Credit Years
Commencement Name Assets (1) Totals 1995 1994 1993 1992 1991 1990 1989 Remaining(2)
- ------------ ---- ---------- ------ ---- ---- ---- ---- ---- ---- ---- ------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1989 HTCF $17,755,000 $8,760 $1,410 $1,410 $1,410 $1,410 $1,400 $1,640 $80 5
1990 HTCFII 28,963,000 7,560 1,450 1,460 1,380 1,210 1,300 760 -- 7
1992 HTCFIII 60,201,000 3,430 1,520 1,190 680 40 -- -- -- 10
1993 HTCFIV 33,228,000 1,330 1,010 320 -- -- -- -- -- 10
Series 1
1994 HTCFIV 26,886,000 910 700 210 -- -- -- -- -- 11
Series 2
1995 HTCFV 12,366,000 30 30 -- -- -- -- -- -- 11
Series 3
Federal and California Credit Programs
Federal
Offering Partnership Invested Credits Received Per $10,000 Investment Credit Years
Commencement Name Assets(1) Total 1995 1994 1993 1992 1991 1990 1989 Remaining(2)
- ------------ ---- --------- ----- ---- ---- ---- ---- ---- ---- ---- ------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1989 CHTC $22,340,000 $12,680 $ 990 $1,180 $1,720 $2,360 $2,590 $2,280 $1,560 6
1991 CHTCII 41,300,000 8,230 2,050 1,940 1,780 1,810 650 -- -- 9
1993 CHTCIII 36,625,000 2,660 1,800 800 60 -- -- -- -- 10
1994 CHTCIV
Series 4 15,583,000 710 710 -- -- -- -- -- -- 10
CHTCIV
Series 5 (3) -- -- -- -- -- -- -- -- -- 11
<FN>
(1) As of the earlier of the date the Prior Program was fully invested in
Local Limited Partnerships or December 31, 1995.
(2) As of December 31, 1995.
(3) Had not received the minimum offering amount as of December 31, 1995.
</FN>
</TABLE>
4
<PAGE>
Private Programs Sponsored
As of December 31, 1995, the 36 private Prior Programs involved an
aggregate of approximately $80,147,000 in commitments for capital contributions
payable in installments from an aggregate of approximately 1,500 investors.
These private Prior Programs invested in a total of 170 apartment properties
located in the following jurisdictions:
Alabama (2) Missouri (5)
Arizona (3) New Mexico (5)
Arkansas (5) North Carolina (11)
California (41) Oklahoma (5)
Florida (3) Oregon (2)
Georgia (2) South Carolina (10)
Illinois (1) Tennessee (19)
Kentucky (1) Texas (38)
Louisiana (7) Virginia (1)
Maryland (1) Wisconsin (6)
Mississippi (2)
The aggregate mortgage debt encumbering the properties was
approximately $197,825,000 and the aggregate acquisition cost of the properties
was approximately $256,681,000. All of the properties are current on their
mortgage obligations and are otherwise being constructed or operated
approximately as anticipated at the times of their respective private
placements.
Thirty-two of these Prior Programs have as their principal investment
objective providing Federal Low Income Housing Credits to their investors, and
12 of the 32 programs have the additional objective of providing California Low
Income Housing Credits. These 32 programs have an aggregate of approximately
$75,891,000 (approximately 95% of the total for all of the private Prior
Programs) in commitments for capital contributions from approximately 1,400
investors. These Prior Programs have invested in a total of 154 apartment
properties with an aggregate mortgage debt of approximately $179,658,000
(approximately 91% of the total) and aggregate property acquisition costs of
approximately $236,194,000 (approximately 92% of the total).
These properties are located in the following jurisdictions:
Alabama (2) Missouri (5)
Arizona (3) New Mexico (5)
Arkansas (5) North Carolina (9)
California (34) Oklahoma (3)
Florida (3) Oregon (2)
Georgia (2) South Carolina (7)
Illinois (1) Tennessee (18)
Kentucky (1) Texas (37)
Louisiana (7) Virginia (1)
Maryland (1) Wisconsin (6)
Mississippi (2)
Certain information with regard to these 32 programs is set forth in the tables
which follow:
5
<PAGE>
<TABLE>
Federal Credit Programs
Credit
Offering Partnership Invested Credits Received Per $10,000 Investment(2) Years
Commencement Name Assets(1) Total 1995 1994 1993 1992 1991 1990(4) 1989 1988 1987 Remain
ing(3)
- ------------ ---- --------- ----- ---- ---- ---- ---- ---- ------- ---- ---- ---- ------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1987 Pepper Tree (5) $6,105,000 $12,160 $1,470 $1,450 $1,470 $1,470 $1,470 $2,370 $1,530 $ 900 $ 30 4
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1987 East Bay 3,861,000 12,580 1,350 1,360 1,360 1,360 1,360 1,670 1,700 1,400 1,020 2
1987 Sequoia Manor 5,989,000 12,070 1,370 1,370 1,370 1,350 1,380 2,220 1,460 1,340 210 3
1987 Bayou 5,296,000 11,600 1,290 1,290 1,290 1,290 1,290 2,110 1,400 1,330 310 2
1987 Laurel Hill 5,496,000 11,450 1,320 1,320 1,320 1,320 1,300 2,090 1,320 1,230 230 3
1988 Ridgetop 6,354,000 10,920 1,390 1,390 1,390 1,390 1,390 2,250 1,500 220 -- 3
1989 Alta Mesa 4,840,000 9,090 1,320 1,320 1,320 1,320 1,320 1,950 540 -- -- 5
1990 WNC-90 4,735,000 7,250 1,400 1,400 1,400 1,400 1,400 250 -- -- -- 5
1991 Shelter Resource
XIX 4,340,000 6,480 1,440 1,440 1,440 1,440 720 -- -- -- -- 6
1991 WNC Tax Credits
XX 7,454,000 6,780 1,460 1,460 1,460 1,460 940 -- -- -- -- 6
1991 WNC Tax Credits
XXI 8,203,000 5,160 1,360 1,360 1,360 1,030 50 -- -- -- -- 7
1992 WNC Tax Credits
XXII 8,873,000 5,320 1,410 1,410 1,410 1,090 -- -- -- -- -- 7
1992 WNC Tax Credits
XXIII 9,279,000 5,040 1,400 1,400 1,370 870 -- -- -- -- -- 7
1992 WNC Tax Credits
XXV 7,939,000 3,680 1,380 1,280 870 150 -- -- -- -- -- 9
1993 WNC Tax Credits
XXVI 7,557,000 3,480 1,330 1,310 840 -- -- -- -- -- -- 8
1993 WNC Tax Credits
XXVIII 5,446,000 2,050 1,300 640 110 -- -- -- -- -- -- 9
1993 WNC Tax Credits
XXIX 6,925,000 1,930 1,110 790 30 -- -- -- -- -- -- 9
1994 WNC Tax Credits
XXX 7,662,000 1,120 1,000 120 -- -- -- -- -- -- -- 10
1994 WNC Institutional 30,428,000 820 780 40 -- -- -- -- -- -- -- 11
1995 WNC Institutional
II 24,783,000 70 70 -- -- -- -- -- -- -- -- 11
Federal and California Credit Programs
Federal
Offering Partnership Invested Credits Received Per $10,000 Investment(2) Credit
Commence Name Assets(1) Total 1995 1994 1993 1992 1991 1990(4) 1989 1988 1987 Years
ment Remain
ing(3)
- -------- ---- --------- ----- ---- ---- ---- ---- ---- ------- ---- ---- ---- -------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1987 Beech Villa $4,067,000 $16,390 $1,360 $1,350 $1,350 $1,350 $1,350 $2,670 $3,210 $3,210 $540 3
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1988 Elmwood Villa 3,850,000 16,040 990 990 990 1,330 2,610 4,010 3,460 1,660 -- 5
1988 Poplar Villa 5,752,000 15,680 970 970 970 970 2,280 3,420 3,410 2,690 -- 3
1988 Olive Tree 4,468,000 15,520 970 970 970 970 1,620 3,990 3,310 2,720 -- 4
1988 Pine Rock 3,920,000 14,590 940 940 880 1,220 3,280 3,810 3,240 280 -- 5
1988 Mesa Verde 4,622,000 14,010 1,030 1,030 1,030 1,870 1,690 3,610 2,760 990 -- 5
1988 Sunfield 6,408,000 12,970 1,340 1,340 1,340 1,340 1,650 3,090 2,080 790 -- 5
1988 Foxglove 6,136,000 10,520 1,360 1,360 1,550 2,020 2,020 1,920 290 -- -- 6
1989 Elliot Place 4,194,000 12,960 1,200 1,200 1,200 1,670 2,460 3,200 2,030 -- -- 6
1990 Wheatridge 4,302,000 9,760 1,120 1,120 1,480 2,240 2,230 1,570 -- -- -- 6
1992 WNC Tax Credits
XXIV 8,054,000 7,330 1,740 2,180 2,180 1,230 -- -- -- -- -- 7
1993 WNC Tax Credits
XXVII 7,981,000 4,320 1,560 1,740 1,020 -- -- -- -- -- -- 9
<FN>
(1) As of the earlier of the date the Prior Program was fully invested in Local
Limited Partnerships or December 31, 1995.
(2) Represents the return received by investors utilizing deferred payment
purchase plans. In many instances the respective returns to cash investors
were higher than those listed above inasmuch as the use of deferred payment
purchase notes entailed the payment of interest.
(3) As of December 30, 1995.
(4) In 1990 certain partnerships elected to utilize 150% of the Federal Low
Income Housing Credit otherwise allowable for 1990.
(5) Pepper Tree originally offered Federal Tax Credits only. After the
investors were admitted to the Prior Program, the Local General Partners
obtained California Low Income Housing Credits as well, which are not
reflected in this chart.
</FN>
</TABLE>
6
<PAGE>
Additional Information
There will be made available to any prospective investor by WNC &
Associates, Inc., 3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714-662-5565), upon request and without charge, copies of the most recent
report on Form 10-K filed with the Securities and Exchange Commission by any
Prior Program that has reported to the Commission within the last 24 months, and
upon request for a reasonable fee, the exhibits to each such Form 10-K.
PLAN OF DISTRIBUTION
Escrow Arrangements
As discussed in the Prospectus, all subscriber's funds and Promissory
Notes received by Series 4 will be placed in an escrow account. See "Terms of
the Offering and Plan of Distribution - Escrow Arrangements" in the Prospectus.
Upon receipt by Series 4 of a minimum of $1,400,000 of cash Capital
Contributions, the Escrow Agent will release to Series 4 all funds and
Promissory Notes which it holds, and will pay to each subscriber any interest
earned or the cash portion of his subscription proceeds while in escrow. If the
interest actually earned thereon is less than 8% per annum, then Series 4, using
funds of the General Partner, will pay the subscribers to the first $1,400,000 a
sufficient amount of additional funds to increase the total interest to the 8%
level.
How to Subscribe
As discussed in the Prospectus, investors who subscribe for 10 Units or
more in Series 4 may elect to pay for their subscriptions $500 per Unit in cash
and $500 per Unit by a Promissory Note. See "Terms of the Offering and Plan of
Distribution - How to Subscribe" in the Prospectus. For Series 4, the Promissory
Notes will be payable as follows: (i) June 30, 1997, if the investor subscribes
between the date hereof and December 31, 1996, and (ii) January 31, 1998, if the
investor subscribes after December 31, 1996. For purchases of less than 500
Units, the interest rate on Promissory Notes shall be 9.75% per annum.
EXPERTS
The balance sheet of Series 4 as of May 15, 1996 and the balance sheet
of WNC & Associates, Inc. as of August 31, 1995 which are included in this
Supplement have been audited by Corbin & Wertz, independent certified public
accountants, as set forth in their reports thereon appearing elsewhere herein
and are included in reliance upon such reports given upon the authority of said
firm as experts in accounting and auditing.
7
<PAGE>
FINANCIAL STATEMENTS
INDEX
Page
WNC Housing Tax Credit Fund V, L.P., Series 4
Independent Auditors' Report........................................ FS-1
Balance Sheet, May 15, 1996......................................... FS-2
Notes to Balance Sheet.............................................. FS-3
WNC & Associates, Inc.
Independent Auditors' Report........................................ FS-8
Consolidated Balance Sheets, January 31, 1996
(Unaudited) and August 31, 1995 (Audited)........................... FS-9
Notes to Consolidated Balance Sheets................................ FS-10
FS-i
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 4
We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund V,
L.P., Series 4 (a California limited partnership) (the Partnership) (a
development-stage enterprise) as of May 15, 1996. The balance sheet is the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on the balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the accompanying balance sheet referred to above, presents
fairly, in all material respects, the financial position of WNC Housing Tax
Credit Fund V, L.P., Series 4 (a California limited partnership) (a
development-stage enterprise) as of May 15, 1996 in conformity with generally
accepted accounting principles.
CORBIN & WERTZ
Irvine, California
May 22, 1996
FS-1
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
(A Development-Stage Enterprise)
BALANCE SHEET
May 15, 1996
ASSETS
Cash $ 1,000
----------
$ 1,000
==========
LIABILITIES AND PARTNERS' CAPITAL
Commitments and contingencies (Note 2)
Partners' capital (Note 1):
General partner $ 100
Original limited partner 900
----------
Total partners' equity 1,000
$ 1,000
==========
See accompanying notes to balance sheet
FS-2
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET
May 15, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
WNC Housing Tax Credit Fund V, L.P., Series 4 (the Partnership) was formed
pursuant to the laws of California on July 26, 1995 and has not commenced
operations. The Partnership was formed to invest primarily in other limited
partnerships which will own and operate multi-family housing complexes that will
qualify for low income housing credits.
The general partner is WNC & Associates, Inc. Wilfred N. Cooper, Sr., through
the Cooper Revocable Trust, owns 70% of the outstanding stock of WNC &
Associates, Inc. John B. Lester, Jr. will be the original limited partner of the
Partnership and owns, through the Lester Family Trust, 30% of the outstanding
stock of WNC & Associates, Inc.
Allocations Under the Terms of the Partnership Agreement
The General Partner has a 1% interest in operating profits and losses, taxable
income and loss and in cash available for distribution from the Partnership. The
limited partners will be allocated the remaining 99% of these items in
proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received a
subordinated disposition fee (as described in Note 2 below), any additional sale
or refinancing proceeds will be distributed 90% to the limited partners (in
proportion to their respective investments) and 10% to the General Partner.
Continued
FS-3
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET - CONTINUED
May 15, 1996
NOTE 2 - COMMITMENTS AND CONTINGENCIES
The Partnership is offering up to 25,000 limited partnership units at $1,000 per
unit. The accompanying balance sheet does not include certain Partnership legal,
accounting, and other organization and offering costs paid and to be paid by the
General Partner and/or affiliates of the General Partner. If the minimum
offering amount of $1,400,000 is raised, the Partnership will be required to
reimburse the General Partner and/or its affiliates for such fees out of the
proceeds of the offering, up to certain maximum levels set forth below. In the
event the Partnership is unable to raise the minimum offering amount, the
General Partner will absorb all organization and offering costs.
Further, if the minimum offering amount of $1,400,000 is raised, the Partnership
will be obligated to the General Partner or affiliates for certain acquisition,
management and other fees as set forth below.
Acquisition fees up to 7.5% of the gross proceeds from the sale of
Partnership units.
Reimbursement for organizational, offering, selling and acquisition
expenses advanced by the General Partner or affiliates on behalf of the
Partnership. These reimbursements plus all other organizational and
offering expenses inclusive of sales commissions will not exceed 14.5%
of the gross proceeds.
An annual management fee equal to the greater of (i) $2,000 for each
apartment complex or (ii) .275% of the gross proceeds, in either case
increased or decreased based on annual changes in the Consumer Price
Index. However, the maximum fee may not exceed .2% of the invested
assets (defined by the Partnership's capital contributions plus its
allocable percentage of the permanent financing) of the limited
partnerships.
FS-4
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET - CONTINUED
May 15, 1996
NOTE 2 - COMMITMENTS AND CONTINGENCIES, continued
A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving distributions equal to their capital
contributions and their return on investment (as defined in the
Partnership's Agreement of Limited Partnership) and is payable only if
services are rendered in the sales effort.
NOTE 3 - INCOME TAXES
The Partnership will not incur a provision for income taxes since all income
taxes and losses will be allocated to the Partners for inclusion in their
respective returns.
FS-5
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
WNC & Associates, Inc.
We have audited the consolidated balance sheet of WNC & Associates, Inc. and
subsidiary (the Company) as of August 31, 1995. This consolidated balance sheet
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this consolidated balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of WNC & Associates,
Inc. and subsidiary as of August 31, 1995 in conformity with generally accepted
accounting principles.
/s/ Corbin & Wertz
Irvine, California
October 11, 1995
FS-6
<PAGE>
WNC & ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
January 31, 1996 (Unaudited) and August 31, 1995 (Audited)
ASSETS January 31, 1996 August 31, 1995
(Unaudited) (Audited)
Cash (Note 12) $358,791 $795,973
Fees receivable (Notes 1, 2 and 12) 929,300 827,073
Loans to property developers (Notes 3 and 12) 2,384,789 1,530,992
Offering costs advanced (Notes 1 and 12) 313,399 321,970
Advances to partnerships 200,102 26,347
Property and equipment (Notes 1 and 4) 259,723 277,811
Other assets (Notes 5 and 10) 370,803 295,641
________ _________
$4,816,907 $4,075,807
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Notes payable to bank (Note 6) $1,402,650 $0
Notes payable to stockholders (Note 7) 0 0
Accounts payable and accrued expenses 78,303 252,723
Deferred income taxes (Notes 1 and 8) 372,545 372,545
Income taxes payable 0 28,587
Accumulated losses of partnerships in excess of
investments (Note 1) 484,711 462,339
Capitalized lease obligations (Note 11) 109,088 122,267
------- -------
Total liabilities 2,447,297 1,238,461
Commitments and contingencies (Notes 9 and 11)
Stockholders' equity (Note 13):
Preferred stock, no par value, 1,000,000 shares
authorized, none issued
Common stock, no par value, 1,000,000 shares
authorized, 104,750 issued and outstanding in
1995 and 1996 177,677 177,677
Retained earnings 2,191,933 2,659,669
--------- ---------
Total stockholders' equity 2,369,610 2,837,349
--------- ---------
$4,816,907 $4,075,807
========== ==========
See accompanying notes to consolidated balance sheets
FS-7
<PAGE>
WNC & ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
January 31, 1996(Unaudited) and August 31, 1995 (Audited)
NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
WNC & Associates, Inc. (a California corporation) (Company), acts as a corporate
general partner and sponsor of both public and private placement real estate
partnerships (Partnerships), which invest in apartment complexes, the majority
of which are government assisted apartment complexes.
The Company is the general partner of approximately fifty limited Partnerships
which own government assisted housing apartment complexes (either directly or
indirectly through other partnership interests). The majority of the
Partnerships' apartment complexes are subsidized through various United States
governmental low-income housing programs. The Company's interest in the profits
and losses of each Partnership, as general partner, varies between one-half and
five percent.
The financial information presented as of January 31, 1996 is prepared in
conformity with generally accepted accounting principles and such principles are
applied on a basis consistent with those reflected in the Annual Report for the
year ended August 31, 1995. The financial information presented herein as of
January 31, 1996 has been prepared by management without audit by independent
certified public accountants who do not express an opinion thereon. The balance
sheet presented as of January 31, 1996 has been derived from, but does not
include all the disclosures contained in the audited balance sheet as of August
31, 1995. The information furnished as of January 31, 1996 includes all
adjustments (consisting of only normal recurring accruals), which are, in the
opinion of management, necessary for a fair presentation of financial position
as of the interim date.
Consolidation
The accompanying consolidated balance sheet includes the accounts of the Company
and its wholly owned subsidiary, WNC Capital Corporation. WNC Capital
Corporation was incorporated on February 23, 1994 and is registered with the
Securities and Exchange Commission as a broker/dealer in securities. WNC Capital
Corporation does not carry customers' accounts or hold securities for the
accounts of its customers. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Fees Receivable
Fees receivable consist of syndication fees due from various Partnerships in
which the Company acts as general partner. Syndication fees that are scheduled
to be collected more than one year from the Company's year end are discounted to
reflect their present value.
Offering Costs Advanced
Offering costs advanced represent funds that the Company advances to the
Partnerships for certain costs and expenses to produce the offering materials
and to qualify the Partnership interests for sale under the various state or
federal securities laws. Such advances are repaid to the Company out of the
Partnerships' initial capital proceeds and may be subject to limitations as
defined in the individual partnership agreements.
FS-8
<PAGE>
WNC & ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS - CONTINUED
January 31, 1996 (Unaudited) and August 31, 1995 (Audited)
Property and Equipment
Property and equipment and improvements which extend the economic life of assets
are recorded at cost and are depreciated using the straight-line method over the
estimated useful life of the related asset, generally from three to five years.
Leasehold improvements and capitalized leases are amortized over the shorter of
the life of the lease or estimated useful life of the related asset.
Organization Costs
Organization costs consist principally of legal and regulatory fees incurred to
incorporate WNC Capital Corporation and obtain the necessary approvals to
commence operations. These costs are amortized over a five year period on a
straight-line basis and are included in other assets in the accompanying
consolidated balance sheet. Accumulated amortization at January 31, 1996
(unaudited), and August 31, 1995 (audited) was $5,427 and $4,441, respectively.
Investments in Partnerships
The Company records its investment in the Partnerships using the equity method,
which recognizes the Company's proportionate share of income or loss as an
increase or decrease in the investment in the Partnership. As the Company acts
as the General Partner, losses in excess of the Company's investment are
recorded as Accumulated Losses of Partnerships in Excess of Investments.
Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109 (SFAS 109), "Accounting For Income
Taxes." Under the asset and liability method of SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized as income in the period that includes the
enactment date.
NOTE 2 - FEES RECEIVABLE
Syndication fees (see Note 1) are received by the Company from the Partnerships
as the limited partners make their capital contributions to the Partnerships.
Such capital contributions are generally scheduled to be collected during March
of each year. Aggregate annual future minimum collections as of January 31, 1996
(unaudited) and August 31, 1995 (audited) are as follows:
FS-9
<PAGE>
WNC & ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS - CONTINUED
January 31, 1996 (Unaudited) and August 31, 1995 (Audited)
NOTE 2 - FEES RECEIVABLE, CONTINUED
January 31, 1996 August 31, 1995
(Unaudited) (Audited)
----------- ---------
1996 $375,614 $287,507
1997 437,600 455,000
1998 196,851 196,851
------- -------
Total 1,010,065 939,358
Less: Discounts recorded on fees receivable
at an effective rate of 9% (80,765) (112,285)
-------- ---------
Present value of future minimum fees
receivable $929,300 $827,073
NOTE 3 - LOANS TO PROPERTY DEVELOPERS
Loans to property developers are comprised of amounts loaned to the general
partners of limited partnerships in which the Partnerships have or will have an
equity interest. All such loans receivable are secured by the respective general
partners interest in the limited partnerships.
Loans to property developers consist of the following:
January 31, 1996 August 31, 1995
(Unaudited) (Audited)
Notes receivable due on demand, non-interest
bearing. $1,087,782 $803,632
Notes receivable due on demand with interest at
rates ranging from 8.75% to 10.25% per annum 1,297,007 727,360
$2,384,789 $1,530,992
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
January 31, 1996 August 31, 1995
(Unaudited) (Audited)
Furniture, fixtures and computer software $288,891 $283,764
Automobiles 23,388 23,388
Leasehold improvements 38,107 36,321
Equipment subject to capital leases(see Note 11) 157,046 157,046
--------- -------
507,432 500,519
Less accumulated depreciation and amortization (247,709) (222,708)
--------- ---------
$259,723 $277,811
FS-10
<PAGE>
WNC & ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS - CONTINUED
January 31, 1996 (Unaudited) and August 31, 1995 (Audited)
NOTE 5 - OTHER ASSETS
Other assets consist of the following:
January 31, 1996 August 31, 1995
(Unaudited) (Audited)
Real estate joint venture costs $169,276 $167,622
Due from stockholders (Note 10) 81,206 81,206
Deposits, advances and other 49,738 36,457
Income tax refund receivable and estimated
income tax payments 61,213 0
Organization costs 9,370 10,356
------ ------
$370,803 $295,641
NOTE 6 - NOTES PAYABLE
On November 24, 1994, the Company renewed its line-of-credit with a bank. At
August 31, 1995 and January 31, 1996, the line-of-credit allows for borrowings
of up to $2,000,000 at the bank's index rate plus 1.5% (10% (unaudited) at
January 31, 1996 and 10.25% (audited) at August 31, 1995). The line-of-credit is
secured by certain property and equipment of the Company and is personally
guaranteed by the majority stockholder of the Company. The line-of-credit
expires March 5, 1996. (See Note 14) There were no borrowings under this
arrangement as of August 31, 1995.
NOTE 7 - NOTES PAYABLE TO STOCKHOLDERS
During 1994, the Company borrowed an aggregate of $960,000 from two stockholders
of the Company. The notes were repaid in full during the fiscal year ended
August 31, 1995 in accordance with the terms of the agreements. The notes bore
interest at prime, as defined, plus 2% (10.75% per annum at August 31, 1995).
NOTE 8 - DEFERRED INCOME TAXES
The deferred tax liability of $372,545 as of August 31, 1995 represents
primarily the tax effect of the temporary difference between syndication fees
recognized on the accrual basis for financial statement purposes and on the cash
basis for tax return purposes.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company is a guarantor of certain bank loans made to the Partnerships. The
aggregate amounts outstanding on these notes was $260,000 (unaudited) and
$366,000 (audited) as of January 31, 1996 and August 31, 1995, respectively.
These loans will be repaid by the Partnerships as the limited partners make
their capital contributions to the respective Partnerships.
FS-11
<PAGE>
WNC & ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS - CONTINUED
January 31, 1996 (Unaudited) and August 31, 1995 (Audited)
NOTE 10 - RELATED PARTY TRANSACTIONS
The Company entered into an equity participation agreement with a key officer of
the Company and his spouse. This agreement provided for an investment of $80,000
by the Company to acquire a 50% interest in certain property, which was later
converted into rental property, owned by the key officer and his spouse.
Pursuant to terms of this agreement, all income and losses arising from the
operations of the rental property, including the allocation of income and losses
upon a sale or refinance shall be allocated 50% to the Company and 50% to the
key officer and his spouse. During fiscal 1995, the investment was written down
to $65,000 to reflect current market conditions.
In April, 1993, Wilfred N. Cooper, the Company's majority stockholder borrowed
$55,000. This note bears interest at 7.5% per annum. The note's maturity date
was extended along with accrued interest to March 31, 1997. The note, together
with accrued interest, is included in other assets in the accompanying
consolidated balance sheets.
During 1994, an officer and stockholder of the Company borrowed $25,000. This
note bears interest at 7.5% per annum. The note's maturity date was extended
along with accrued interest to March 31, 1997. The note, together with accrued
interest, is included in other assets in the accompanying consolidated balance
sheets.
NOTE 11 - LEASES
The Company leases office space, automobiles and furniture under operating
leases and certain equipment under capital leases. The leases are non-cancelable
and require future minimum lease payments as of August 31, 1995 (audited) as
follows:
Capitalized Operating
Leases Leases
Fiscal year:
1996 $43,571 $113,873
1997 43,571 108,344
1998 43,571 96,857
1999 17,940 92,412
2000 1,394 15,402
Total minimum lease payments 150,047 $426,888
Less amounts representing interest at rates
ranging from 9.5% to 12.5% (27,780)
Present value of future minimum capitalized
lease obligations $122,267
FS-12
<PAGE>
WNC & ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS - CONTINUED
January 31, 1996 (Unaudited) and August 31, 1995 (Audited)
NOTE 12- CONCENTRATION OF CREDIT RISK
Receivable are due from various Partnerships, substantially all of which are
engaged in the real estate industry. Such Partnerships are dependent upon
scheduled annual capital contributions from their limited partners in order to
pay the Company. Substantially all of the Partnerships are located in California
while the limited partners to such Partnerships are located throughout the
United States.
The Company maintains cash balances at certain financial institutions in excess
of amounts insured by federal agencies. The potential uninsured amount
aggregates approximately $259,000 (unaudited) and $680,825 (audited) as of
January 31, 1996 and August 31, 1995, respectively.
NOTE 13 - STOCKHOLDERS' EQUITY
In July, 1992, 4,750 shares of the Company's common stock were issued to key
management personnel for notes receivable aggregating $100,310 which were due
with interest in July 1995. Such notes receivable were collateralized by the
underlying shares of common stock issued and bore interest at the rate of 5% per
annum. On June 30, 1995, the key management personnel canceled the notes
receivable by returning the common stock to the Company.
NOTE 14 - SUBSEQUENT EVENTS (UNAUDITED)
The Company extended its bank line of credit for 60 days under the original
terms.
FS-13
<PAGE>
EXHIBIT A
PRIOR PERFORMANCE TABLES
The tables set forth below present financial information with respect
to programs which were sponsored by the Sponsor. Each of these programs is
considered to have investment objectives similar to those of the Fund in that
they each own interests in local limited partnerships which own properties
generating low income housing credits. None of these tables are covered by the
reports of independent public accountants set forth in this document.
For additional information as to the investment objectives and policies
of such prior programs see "Prior Performance Summary." Additional information
concerning prior performance is included in Part II of the Registration
Statement of the Fund and for the public programs in the Form 10-K annual
reports. Copies of these 10-K Forms are available to any investor upon request
to the Sponsor. Any such request should be directed to 3158 Redhill Avenue,
Suite 120, Costa Mesa, California 92626.
The purpose of the tables is to provide information on the prior
performance of these partnerships so as to permit a prospective purchaser of the
Units to evaluate the experience of the Sponsor in sponsoring such limited
partnerships. The tables consist of:
Table I Experience in Raising and Investing Funds
Table II Compensation of Sponsor
Table III Operating Results of Prior Programs
Tables IV and V have been omitted since none of the prior programs
which were sponsored by the Sponsor have sold their properties or completed
operations.
Definitions
The following terms used in the prior performance tables have the following
meanings:
A-1
<PAGE>
"Acquisition Cost" includes all costs related to the acquisition of partnership
interests, including equity contributions, acquisition and selection fees
payable to the general partners and other fees and expenses incident to the
acquisition of partnership interests.
"Capital Contributions" represents the contributions by investors in the
prior partnerships.
"GAAP" means generally accepted accounting principles.
"Months to Invest 90% of Amount Available for Investment" means the length of
time, in months, from the offering date to the date of the closing of properties
which, in the aggregate, represented the investment commitment of 90% of the
amount available for investment.
"Percent leverage" means mortgage financing divided by total acquisition costs.
IT SHOULD NOT BE ASSUMED THAT INVESTORS IN THIS OFFERING WILL
EXPERIENCE RETURNS, IF ANY, COMPARABLE TO THOSE EXPERIENCED BY INVESTORS IN THE
PARTNERSHIPS DESCRIBED IN THE FOLLOWING TABLES. INVESTORS WILL NOT HAVE ANY
INTEREST IN ANY OF THE PARTNERSHIPS DESCRIBED IN THE TABLES OR IN ANY OF THE
PROPERTIES OWNED BY THE LOCAL LIMITED PARTNERSHIPS IN WHICH THOSE PARTNERSHIPS
HAVE INVESTED AS A RESULT OF THE ACQUISITION OF UNITS.
A-2
<PAGE>
TABLE I
TABLE I provides information regarding the raising and investing of funds by
partnerships sponsored by the Sponsor which raised funds during the three-year
period ended December 31, 1995. The table presents the aggregate dollar amount
of the offering, the percentage of dollars raised which were used to pay
offering costs, establish reserves and acquire investments, as well as
information regarding percent of leverage and the timing for both raising and
investing funds. The information concerns investor capital contributions as the
sole source of funds for investment and excludes the nominal capital
contributions by the general partners.
A-3
<PAGE>
<TABLE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(January 1, 1993 - December 31, 1995)
CHTC II % HTCF III %
<S> <C> <C>
Dollar amount offered $20,000,000 $15,000,000
=========== ===========
<S> <C> <C> <C> <C>
Dollar amount raised 17,726,000 100.0 15,000,000 100.0
Less offering expenses:
Selling commissions & discounts
paid to non-affiliates 1,418,080 8.3 1,125,000 7.5
Organizational expenses (a) 934,069 5.3 1,125,000 7.5
Reserves 648,974 3.7 803,220 5.4
------- --- ------- ----
Percent invested as of
close of offering 14,724,877 83.0 11,946,780 79.6
Acquisition costs:
Prepaid items and fees
related to purchase of
property ------- --- 56,423 0.4
Cash down payments (b) 13,129,537 74.0 10,767,000 71.8
Acquisition fees 1,595,340 9.0 1,123,357 7.5
Other ------ --- --------- ---
Total acquisition cost 14,724,877 83.0 11,946,780 79.6
Percent leverage (mortgage
financing divided by total
acquisition cost) 68% 82%
Date offering began 1/22/91 1/02/92
Length of offering (months) 24 21
Months to invest 90% of
amount available for
investment (measured from
beginning of offering) 24 21
- ------------------------------
<FN>
(a) Consists of estimated legal, accounting, printing and other
organization and offering expenses.
(b) Represents the capital contributions of the partnership paid or the
required payments to be paid to the local limited partnerships.
</FN>
</TABLE>
UNAUDITED
A-4
<PAGE>
<TABLE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(January 1, 1993 - December 31, 1995)
CHTC III % HTCF IV-I %
<S> <C> <C> <C> <C>
Dollar amount offered $30,000,000 $10,000,000
=========== ===========
<S> <C> <C> <C> <C>
Dollar amount raised 18,000,000 100.0 10,000,000 100.0
Less offering expenses:
Selling commissions &
discounts paid to
non-affiliates 1,440,000 8.0 750,000 7.5
Organizational expenses (a) 909,000 5.0 686,300 6.9
Reserves 855,000 4.8 280,600 2.8
------- --- ------- ---
Percent invested as of
close of offering 14,796,000 82.2 8,283,100 82.8
Acquisition costs:
Prepaid items and fees
related to purchase of
property 104,000 0.6 34,100 0.3
Cash down payments (b) 13,072,000 72.6 7,449,000 74.5
Acquisition fees 1,620,000 9.0 800,000 8.0
Other ------ --- ------ ---
---------- ---- ---------- ---
Total acquisition cost 14,796,000 82.2 8,283,100 82.8
Percentage leverage (mortgage
financing divided by total
acquisition cost) 64% 77%
Date offering began 2/17/93 10/20/93
Length of offering (months) 17 9
Months to invest 90% of
amount available for
investment (measured from
beginning of offering) 17 9
- -------------------------------
<FN>
(a) Consists of estimated legal, accounting, printing and other
organization and offering expenses.
(b) Represents the capital contributions of the partnership paid or the
required payments to be paid to the local limited partnerships.
</FN>
</TABLE>
UNAUDITED
A-5
<PAGE>
<TABLE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(January 1, 1993 - December 31, 1995)
HTCF IV-2 % CHTC IV-4 % HTCF V-3(c) %
<S> <C> <C> <C> <C> <C> <C>
Dollar amount offered $20,000,000 $25,000,000 $25,000,000
=========== =========== ===========
<S> <C> <C> <C> <C> <C> <C>
Dollar amount raised 15,241,000 100.0 11,099,000 100.0 4,494,000 100.0
Less offering expenses:
Selling commissions &
discounts paid to
non-affiliates 1,000,500 6.6 554,000 4.9 334,000 7.4
Organizational expenses (a) 969,900 6.4 827,000 7.5 252,000 5.6
Reserves 241,600 1.7 387,000 3.5 690,000 15.4
------- --- ------- --- ------- ----
Percent invested as of
close of offering 13,029,000 85.3 9,331,000 84.1 3,218,000 71.6
Acquisition costs:
Prepaid items and fees
related to purchase of
property 136,000 0.9 80,000 .7 12,000 0.3
Cash down payments (b) 11,835,000 77.5 8,590,000 77.4 2,878,000 64.0
Acquisition fees 1,058,000 6.9 661,000 6.0 328,000 7.3
Other ------ --- ------ --- ------- ---
----------- --- ------ --- ------- ---
Total acquisition cost 13,029,000 85.3 9.331,000 84.1 3,218,000 71.6
Percentage leverage (mortgage
financing divided by total
acquisition cost) 66% 60% (c)
Date offering began 9/94 9/94 7/95
Length of offering (months) 13 12 (c)
Months to invest 90% of
amount available for
investment (measured from
beginning of offering) 17 15 (c)
- -------------------------------
<FN>
(a) Consists of estimated legal, accounting, printing and other
organization and offering expenses.
(b) Represents the capital contributions of the partnership paid or the
required payments to be paid to the local limited partnerships.
(c) The offering was continuing as of December 31, 1995.
</FN>
</TABLE>
UNAUDITED
A-6
<PAGE>
<TABLE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(January 1, 1993 - December 31, 1995)
P R I V A T E O F F E R I N G S
Four Two One
Partnerships Partnerships Partnershp
Organized in % Organized in % Organized in %
1993 1994 1995 %
<S> <C> <C> <C> <C> <C> <C>
Dollar amount offered $7,419,969 $13,177,000 $15,000,000
============= =========== ===========
<S> <C> <C> <C> <C> <C> <C>
Dollar amount raised 7,419,969 100.0 13,177,000 100.0 15,000,000 100.0
Less offering expenses:
Selling commissions & discounts
paid to non-affiliates 696,627 9.4 475,866 3.6 337,500 2.2
Organizational expenses (a) 142,999 1.9 354,314 2.7 337,500 2.2
Reserves 162,801 2.2 391,800 3.0 591,000 4.0
------- --- ------- --- ------- ------
Percent invested as of
close of offering 6,417,542 86.4 11,955,020 90.7 13,734,000 91.6
Acquisition costs:
Prepaid items and fees
related to purchase of
property ------ --- ------ --- 150,000 1.0
Cash down payments (b) 5,500,686 74.1 11,141,539 84.6 12,984,000 86.6
Acquisition fees 750,000 10.1 655,000 5.0 600,000 4.0
Other 166,856 2.2 158,481 1.2 ----- --
------- --- ------- --- ---------- ---
Total acquisition cost 6,417,542 86.4 11,955,020 90.7 13,734,000 91.6
Percent leverage (mortgage
financing divided by total
acquisition cost) 77% 72% 60%
Date offering began Various Various 3/95
Length of offering (months) 3 3 7
Months to invest 90% of
amount available for
investment (measured from
beginning of offering) 3 3 11
- ------------------------------
<FN>
(a) Consists of estimated legal, accounting, printing and other
organization and offering expenses.
(b) Represents the capital contributions of the partnership paid or the
required payments to be paid to the local limited partnerships.
</FN>
</TABLE>
UNAUDITED
A-7
<PAGE>
TABLE II
TABLE II presents information concerning the cumulative compensation paid to the
Sponsor for the period from January 1, 1993 to December 31, 1995 with respect to
programs presented in TABLE I and on an aggregate basis with respect to all
other programs which have been sponsored by the Sponsor. None of the programs
presented in TABLE II have been liquidated, nor have there been any sales or
refinancing of any of the programs' investments.
A-8
<PAGE>
<TABLE>
TABLE II
COMPENSATION TO SPONSOR
(January 1, 1993 - December 31, 1995)
HTCF IV-1 HTCF IV-2 CHTC IV-4 HTCF V-3
(a)
<S> <C> <C> <C> <C>
Date offering commenced 10/93 9/94 9/94 7/95
<S> <C> <C> <C> <C>
Dollar amount raised $10,000,000 $15,241,000 $11,099,000 $4,494,000
Amount paid to sponsor from proceeds of offering:
Underwriting fees 0 0 0 0
Acquisition fees 750,000 1,058,000 661,000 328,000
Syndication fee 0 0 0 0
Dollar amount of cash generated
from (used in) operations before
deducting payments to sponsor 65,707 37,135 (19,803) 3,402
Amount paid to sponsor from
operations: 0 0 0 0
Property management fees 0 0 0 0
Partnership management fees 0 0 0 0
Reimbursements 0 0 0 0
Leasing commissions
Dollar amount of property sales and
refinancing before deducting
payments
to sponsor: 0 0 0 0
Cash 0 0 0 0
Notes
Amount paid to sponsor from property sales and refinancing:
Real estate commissions 0 0 0 0
Incentive fee 0 0 0 0
Other 0 0 0 0
- ------------------------------------
<FN>
(a) The offering was continuing as of December 31, 1995.
</FN>
</TABLE>
UNAUDITED
A-9
<PAGE>
<TABLE>
TABLE II
COMPENSATION TO SPONSOR
(January 1, 1993 - December 31, 1995)
CHTC II HTCF III
<S> <C> <C>
Date offering commenced 1/91 1/92
<S> <C> <C>
Dollar amount raised $17,726,000 $15,000,000
Amount paid to sponsor from
proceeds of offering:
Underwriting fees 0 0
Acquisition fees 1,595,340 1,350,000
Advisory fee (a) 0 0
Syndication fee 0 0
Dollar amount of cash generated
from (used in) operations before
deducting payments to sponsor (248,332) (447,009)
Amount paid to sponsor from
operations: 0 0
Property management fees 43,201 101,558
Partnership management fees (b) 0 0
Reimbursements 0 0
Leasing commissions
Dollar amount of property sales and
refinancing before deducting
payments
to sponsor: 0 0
Cash 0 0
Notes
Amount paid to sponsor from property
sales and refinancing:
Real estate commissions 0 0
Incentive fee 0 0
Other 0 0
- ------------------------------------
<FN>
(a) Advisory fee in some instances includes development fee paid by local
limited partnership to sponsor.
(b) Partnership management fees were paid from partnership reserves in the
instances where amounts paid to sponsor from operations exceeds dollar
amount of cash generated from operations.
</FN>
</TABLE>
UNAUDITED
A-10
<PAGE>
<TABLE>
TABLE II
COMPENSATION TO SPONSOR
(January 1, 1993 - December 31, 1995)
CHTC III Other Public
Programs (b)
<S> <C>
Date offering commenced 2/93 Various
<S> <C> <C>
Dollar amount raised $18,000,000 $23,221,500
Amount paid to sponsor from
proceeds of offering:
Underwriting fees 0 0
Acquisition fees 1,620,000 549,000
Advisory fee (a) 0 0
Syndication fee 0 0
Dollar amount of cash generated
from (used in) operations before
deducting payments to sponsor 202,564 21,345
Amount paid to sponsor from
operations:
Property management fees 0 0
Partnership management fees (c) 0 42,655
Reimbursements 0 0
Leasing commissions 0 0
Dollar amount of property sales and
refinancing before deducting
payments to sponsor:
Cash 0 0
Notes 0 0
Amount paid to sponsor from property
sales and refinancing:
Real estate commissions 0 0
Incentive fee 0 0
Other 0 0
- ------------------------------------
<FN>
(a) Advisory fee in some instances includes development fee paid by local
limited partnership to sponsor.
(b) Includes five public programs.
(c) Partnership management fees were paid from partnership reserves in the
instances where amounts paid to sponsor from operations exceeds dollar
amount of cash generated from operations.
</FN>
</TABLE>
UNAUDITED
A-11
<PAGE>
<TABLE>
TABLE II
COMPENSATION TO SPONSOR
(January 1, 1993 - December 31, 1995)
P R I V A T E O F F E R I N G S
Four Two One All
Patnerships Partnerships Partnership Other
Organized in Organized in Organized in Private
1993 1994 1995 Partnerships (b)
---------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
Date offering commenced Various Various 3/95 1992 & prior
<S> <C> <C> <C>
Dollar amount raised $7,419,969 $13,177,000 $15,000,000 N/A
Amount paid to sponsor from proceeds of offering:
Underwriting fees 0 0 0 N/A
Acquisition fees 0 0 600,000 N/A
Advisory fee (a) 0 0 0 N/A
Syndication fee 750,000 655,000 0 N/A
Dollar amount of cash generated
from (used in) operations before
deducting payments to sponsor 645 (100,881) 47,847 N/A
Amount paid to sponsor from
operations: 0 0 0 0
Property management fees 7,000 0 0 205,998
Partnership management fees (c) 0 0 0 0
Reimbursements 0 0 0 0
Leasing commissions
Dollar amount of property sales and
refinancing before deducting
payments
to sponsor: 0 0 0 0
Cash 0 0 0 0
Notes
Amount paid to sponsor from property
sales and refinancing:
Real estate commissions 0 0 0 0
Incentive fee 0 0 0 0
Other 0 0 0 0
- ------------------------------------
<FN>
(a) Advisory fee in some instances includes development fee paid by local
limited partnership to sponsor.
(b) Includes 39 private programs sponsored since January 1984.
(c) Partnership management fees were paid from partnership reserves in the
instances where amounts paid to sponsor from operations exceeds dollar amount of
cash generated from operations.
</FN>
</TABLE>
UNAUDITED
A-12
<PAGE>
TABLE III
TABLE III presents the operating results for all partnerships sponsored by the
Sponsor which closed during the five years ended December 31, 1995. The prior
partnerships are structured as investment partnerships acquiring interests in
operating partnerships. The investment partnerships account for such investments
using the equity method of accounting which recognizes each of such
partnership's pro rata share of the operating partnership's total income or
loss. Revenues generated by the investment partnerships consist substantially of
interest on short-term investments. This interest income generally decreases
after the initial two years of operations as funds available for investment
decrease. This decrease in funds arises from the investment partnership's
payments of capital contributions due.
For the prior public partnerships presented, which report on a GAAP basis, "Cash
generated (or used) from operations" is per the program's Statement of Cash
Flows. The prior private programs maintain their books and records on the tax
basis of accounting and not on the basis of generally accepted accounting
principles (GAAP), and "Cash generated(or used) from operations" for such
programs is per their respective books and records. The significant difference
is that depreciation expense on a tax basis as compared to a GAAP basis is
greater in the early years of operations.
Other information included in the table includes data on cash generated from
operations and tax and cash distribution information per $1,000 invested,
including Tax Credit allocations. Federal Tax Credit information for HTCF and
CHTC reflects a one-time election to increase the allocations for 1990 to 150%
of the amount which would otherwise have been allocable, which will result in a
corresponding reduction in total credits allocable in future years.
A-13
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
/---------------------------------- HTCF II -----------------------------------\
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross revenue $ 23,597 $ 23,054 $ 11,193 $ 9,287 $ 11,368
Less:
<S> <C> <C> <C> <C> <C>
Operating expenses 108,494 145,784 154,060 157,875 163,151
Interest 0 0 0 0 0
Depreciation and amortization 15,710 23,584 22,079 23,905 23,266
Equity in losses in local
partnerships 384,244 551,431 634,893 544,630 602,163
--------- --------- ------- ------- -------
Net income (loss)-GAAP basis (484,851) (697,745) (799,839) (717,123) (777,212)
Taxable loss from operations (541,209) (824,186) (888,131) (818,566) (858,138)
Cash generated (used)from
operations (541,209) 6,481 (8,894) 40,620 (5,443)
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
Less: Cash distributions to investors 0 0 0 0 0
Cash generated(deficiency)after cash
distributions and special items (541,209) 6,481 (8,894) 40,620 (5,443)
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (98) (116) (125) (116) (121)
From gain on sale 0 0 0 0 0
Federal tax credits 130 121 138 146 145
California tax credits 0 0 0 0 0
Cash distributions to investors 0 0 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs of
properties retained divided by total
original acquisition costs of all
properties) 100 100 100 100 100
- --------------------------------
</TABLE>
UNAUDITED
A-14
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
/--------------------------------------------- CHTC II ------------------------------\
1991(a) 1992 1993 1994 1995
------- ----- ----- ---- ----
<S> <C> <C> <C> <C> <C>
Gross revenue $ 7,243 $ 72,092 $ 133,580 $ 61,226 $ 52,399
Less:
<S> <C> <C> <C> <C> <C>
Operating expenses 8,896 105,481 158,082 355,671 251,425
Interest 7,239 2,157 0 0 0
Depreciation and amortization 9,312 32,961 52,480 47,565 54,836
Equity in losses in local partnerships 54,679 731,542 1,081,114 1,194,095 1,579,652
Net income (loss) - GAAP basis (72,883) (800,049) (1,158,096) (1,536,105) (1,833,514)
Taxable loss from operations (64,627) (794,969) (1,208,709) (1,425,376) (2,079,433)
Cash generated (used)from operations (1,407) 3,637 (221,444) 42,033 (68,921)
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
Less: Cash distributions to investors 0 0 0 0 0
Cash generated (deficiency)after cash
distributions and special items (1,407) 3,637 (221,444) 42,033 (68,921)
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(11) (114) (68) (85) (116)
From gain on sale 0 0 0 0 0
Federal tax credits 14 53 74 85 107
California tax credits 50 132 104 109 98
Cash distributions to investors 0 (c)44 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs of
properties retained divided by total
original acquisition costs of all
properties) 100 100 100 100 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent upon
an investor's entry date. Amount shown is partnership's average.
(c) This amount was distributed from CHTCII's reserves to investors who
purchased their units prior to January 1, 1991.
</FN>
</TABLE>
UNAUDITED
A-15
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
/------------------------------- HTCF III -------------------------------\
1992(a) 1993 1994 1995
------- ----- ----- -----
<S> <C> <C> <C> <C>
Gross revenue $ 45,236 $137,116 $ 87,521 $ 57,741
Less:
<S> <C> <C> <C> <C>
Operating expenses 13,036 120,054 313,134 314,320
Interest 679 0 0 0
Depreciation and amortization 3,394 24,478 45,724 47,176
Equity in losses in local partnerships 68,933 779,251 1,323,487 1,312,540
------- -------- --------- ---------
Net income (loss) - GAAP basis (40,806) (786,667) (1,594,824) (1,616,295)
Taxable loss from operations (36,895) (850,051) (1,594,118) (1,715,667)
Cash generated (used) from operations 53,333 (393,615) (38,224) (16,170)
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
Less: Cash distributions to investors 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items 53,333 (393,615) (38,224) (16,170)
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(4) (56) (105) (113)
From gain on sale 0 0 0 0
Federal tax credits 2 71 119 152
California tax credits 0 0 0 0
Cash distributions to investors 0 0 0 0
Amount (in percentage terms) remaining
invested in program properties at end of
year (original total acquisition costs of
properties retained divided by total
original acquisition costs of all properties) 100 100 100 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent upon
an investor's entry date. Amount shown is partnership's average.
</FN>
</TABLE>
UNAUDITED
A-16
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
/------------------------------ CHTC III---------------------------\
1993(a) 1994 1995
------- ---- ----
<S> <C> <C> <C>
Gross revenue $ 22,885 $ 156,271 $ 145,959
Less:
<S> <C> <C> <C>
Operating expenses 7,204 86,306 193,916
Interest 0 0 0
Depreciation and amortization 0 41,757 57,466
Equity in losses in local partnership 32,260 352,511 1,155,114
-------- --------- ---------
Net income (loss) - GAAP basis (17,579) (324,303) (1,260,537)
Taxable loss from operations (30,475) (388,247) (126,617)
Cash generated (used) from operations (9,831) (225,005) 437,400
Cash generated from sales 0 0 0
Cash generated from refinancing 0 0 0
Less: Cash distributions to investors 0 0 0
Cash generated (deficiency)
after cash distributions and special items (9,831) (225,005) 437,400
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(4) (21) (71)
From gain on sale 0 0 0
Federal tax credits 6 61 95
California tax credits 0 81 85
Cash distributions to investors 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs of
properties retained divided by total
original acquisition costs of all
properties) 100 100 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent upon
an investor's entry date. Amount shown is partnership's average.
</FN>
</TABLE>
UNAUDITED
A-17
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
/-----------------HTCF IV-1--------------\ /------------HTCT VI-2----------------\
1994(a) 1995 1994(a) 1995
------- ---- ------ ----
<S> <C> <C> <C> <C>
Gross revenue $ 85,261 $ 66,645 $ 3,475 $179,927
Less:
<S> <C> <C> <C> <C>
Operating expenses 47,149 53,536 27,269 57,965
Interest 0 0 0 39,148
Depreciation and amortization 20,797 30,926 1,638 26,208
Equity in losses in local
partnerships 413,316 574,538 240,698 628,521
------- ------- ------- -------
Net income (loss) - GAAP basis (396,001) (592,355) (266,130) (571,915)
Taxable loss from operations (417,185) (874,044) (228,979) (702,048)
Cash generated (used) from
operations 46,649 19,058 (25,518) 62,653
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
Less: Cash distributions to investors 0 0 0 0
Cash generated (deficiency)
after cash distributions and
special items 46,649 19,058 (25,518) 62,653
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(41) (86) (b)(40) (56)
From gain on sale 0 0 0 0
Federal tax credits 31 101 22 70
California tax credits 0 0 0 0
Cash distributions to investors 0 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs of
properties retained divided by total
original acquisition costs of all
properties) 100 100 100 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent upon
an investor's entry date. Amount shown is partnership's average.
</FN>
</TABLE>
UNAUDITED
A-18
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
/----------CHTC IV-4-------\ /------HTCF V-5-------\
1994(a) 1995 1995(a)
------- ----- -------
<S> <C> <C> <C>
Gross revenue $ 1,613 $ 160,888 $ 3,487
Less:
<S> <C> <C> <C>
Operating expenses 13,399 41,325 12,379
Interest 0 79,853 0
Depreciation and amortization 0 16,056 454
Equity in losses in local
partnerships (2,212) 99,170 (10,200)
------- ------- -------
Net income (loss) -
GAAP basis (9,574) (75,516) 854
Taxable loss from operations (11,786) (60,108) (3,520)
Cash generated (used) from
operations 1,602 35,341 3,402
Cash generated from sales 0 0 0
Cash generated from refinancing 0 0 0
Less: Cash distributions to
investors 0 0 0
Cash generated (deficiency)
after cash distributions
and special items 1,602 35,341 3,402
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(5) (19) (b)0
From gain on sale 0 0 0
Federal tax credits 0 18 4
California tax credits 0 53 0
Cash distributions to investors 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs
of properties retained divided by
total original acquisition costs
of all properties) 100 100 100
--------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent
upon an investor's entry date. Amount shown is partnership's average.
For HTCF V-5, amount is less than $1 per $1,000 invested.
</FN>
</TABLE>
UNAUDITED
A-19
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
THREE PRIVATE
/------------------------OFFERINGS CLOSED DURING 1990------------------\
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Gross revenue $ 119,509 $ 88,034 $ 64,216 $ 31,868 $ 3,975
Less:
<S> <C> <C> <C> <C> <C>
Operating expenses 10,907 9,631 4,679 9,733 9,424
Interest 33,951 33,123 20,328 6,542 3,345
Depreciation and amortization 1,700 8,373 1,200 3,200 2,000
Equity in losses in local partnerships 430,758 439,073 446,146 430,952 379,832
Net income (loss) - Tax basis (357,807) (402,166) (408,137) (418,559) (390,626)
Cash generated (used)from operations (32,296) (32,646) (19,122) (10,106) (5,449)
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
Less:Cash distributions to investors 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items (32,296) (32,646) (19,122) (10,106) (5,449)
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (135) (103) (104) (108) (100)
From gain on Sale 0 0 0 0 0
Federal tax credits 107 137 132 140 132
California tax c1ients 114 114 36 36 0
Cash distributions to investors 0 0 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs
of properties retained divided
by total original acquisition
costs of all properties) 100 100 100 100 100
- --------------------------------
</TABLE>
UNAUDITED
A-20
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
TWO PRIVATE
/---------------------OFFERINGS CLOSED DURING 1991----------------------\
1991(a) 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Gross revenue $ 71,701 $ 156,628 $ 145,987 $ 100,394 $ 58,900
Less:
<S> <C> <C> <C> <C> <C>
Operating expenses 1,284 6,391 11,897 3,149 4,585
Interest 2,113 12,612 16,556 14,397 20,515
Depreciation and amortization 1,000 2,000 2,000 2,000 2,000
Equity in losses in local partnerships 255,066 293,823 405,742 447,351 450,959
--------- --------- ------- ------- -------
Net income (loss) - Tax basis (187,762) (158,198) (290,208) (366,503) (419,159)
Cash generated (used)from operations 1,660 (8,643) (20,287) (12,155) 8,143
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
Less: Cash distributions to investors 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items 1,660 (8,643) (20,287) (12,155) 8,143
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(69) (64) (102) (102) (141)
From gain on sale 0 0 0 0 0
Federal tax credits 62 124 141 141 145
California tax credits 0 0 0 0 0
Cash distributions to investors 0 0 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs
of properties retained divided by
total original acquisition costs
of all properties 100 100 100 100 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent
upon an investor's entry date. Amount shown is partnership's average.
</FN>
</TABLE>
UNAUDITED
A-21
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
FOUR PRIVATE
/--------------------OFFERINGS CLOSED DURING 1992----------------\
1992(a) 1993 1994 1995
------- ---- ---- ----
<S> <C> <C> <C> <C>
Gross revenue 179,081 $ 394,031 $ 261,322 $ 219,584
Less:
<S> <C> <C> <C> <C>
Operating expenses 9,951 12,208 9,958 15,822
Interest 38,574 40,265 20,139 13,392
Depreciation and amortization 0 1,346 2,619 3,518
Equity in losses in local partnerships 535,833 957,507 1,098,116 1,129,379
------- ------- --------- ---------
Net income (loss) - Tax basis (405,277) (627,295) (869,510) (942,527)
Cash generated (used)from operations (31,736) (28,897) (6,385) 1,999
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
Less: Cash distributions to investors 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items (31,736) (28,897) (6,385) 1,999
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(47) (73) (110) (114)
From gain on sale 0 0 0 0
Federal tax credits 63 122 134 136
California tax credits 104 92 92 49
Cash distributions to investors 0 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs
of properties retained divided by
total original acquisition costs
of all properties) 100 100 100 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent upon
an investor's entry date. Amount shown is partnership's average.
</FN>
</TABLE>
UNAUDITED
A-22
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
(Continued)
FOUR PRIVATE TWO PRIVATE
---OFFERINGS CLOSED DURING 1993--- ---OFFERINGS CLOSED DURING 1994---
1993(a) 1994 1995 1994(a) 1995
<S> <C> <C> <C> <C> <C>
Gross revenue $ 130,878 $ 332,016 $ 242,791 $ 7,619 $ 112,058
Less:
<S> <C> <C> <C> <C> <C>
Operating expenses 2,834 16,958 10,944 111,523 36,529
Interest 6,111 14,094 14,427 0 0
Depreciation and amortization 13,808 12,262 15,457 1,305 12,906
Equity in losses in local partnerships 435,734 959,690 878,965 129,352 861,238
------- ------- ------- ------- -------
Net income (loss) - Tax basis (327,609) (670,690) (677,002) (234,561) (798,615)
Cash generated (used) from operations 121,645 (127,094) 6,094 (39,826) (61,055)
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
Less: Cash distributions to investors 0 0 0 0 0
Cash generated (deficiency) after cash
distributions and special items 121,645 (127,094) 6,094 (39,826) (61,055)
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(48) (113) (112) (b)(76) (133)
From gain on sale 0 0 0 0 0
Federal tax credits 49 101 126 31 20
California tax credits 46 46 46 0 0
Cash distributions to investors 0 0 0 0 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs
of properties retained divided by
total original acquisition costs
of all properties) 100 100 100 100 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent upon
an investor's entry date. Amount shown is partnership's average.
</FN>
</TABLE>
UNAUDITED
A-23
<PAGE>
<TABLE>
TABLE III
OPERATING RESULTS OF PRIOR PROGRAMS
(Continued)
ONE PRIVATE
---OFFERING CLOSED DURING 1995---
1995(a)
<S> <C>
Gross revenue $ 58,335
Less:
<S> <C>
Operating expenses 10,488
Interest 0
Depreciation and amortization 6,099
Equity in losses in local partnerships 188,245
-------
Net income (loss) - Tax basis (146,497)
Cash generated (used)from operations 47,847
Cash generated from sales 0
Cash generated from refinancing 0
Less: Cash distributions to investors 0
Cash generated (deficiency) after cash
distributions and special items 47,847
TAX AND DISTRIBUTION DATA PER $1,OOO INVESTED
Federal income tax results
Ordinary income (loss)
From operations (b)(10)
From gain on sale 0
Federal tax credits 1
California tax credits 0
Cash distributions to investors 0
Amount (in percentage terms)
remaining invested in program
properties at end of year
(original total acquisition costs
of properties retained divided
by total original acquisition
costs of all properties) 100
- --------------------------------
<FN>
(a) Partial year of operations.
(b) Tax loss allocated to an investor in the first year is dependent upon
an investor's entry date. Amount shown is partnership's average.
</FN>
</TABLE>
UNAUDITED
A-24
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
FIRST AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
The AGREEMENT OF LIMITED PARTNERSHIP of WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 4 dated as of March 28, 1995 among WNC & Associates, Inc., a
California corporation, as General Partner, John B. Lester, Jr., as Initial
Limited Partner, and those Persons who shall hereafter be admitted to the
Partnership as Additional Limited Partners, is hereby amended as follows:
1. The definition of "Return on Investment" included in Article
I thereof is hereby amended to read in its entirety as follows:
"Return on Investment" means an annual, cumulative, but not compounded,
"return" to the Limited Partners as a class on their Adjusted Capital
Contributions commencing for each such Limited Partner on the last day of the
calendar quarter during which the Limited Partner's Capital Contribution is
received by the Partnership, calculated at the following annual rates: (i) 13%
through December 31, 2006 and (ii) 6% for the balance of the Partnership's term.
2. Section 3.4.1(a) thereof is hereby amended to read in its
entirety as follows:
3.4.1 (a) Each Limited Partner who subscribes for 10 or more Units may
elect to contribute only $500 in cash for each Unit which such Partner acquires,
provided that he also shall make a Note Capital Contribution in the amount of
$500 for each such Unit. The Note Capital Contribution of each such Limited
Partner shall be evidenced by a Promissory Note delivered upon subscription for
the Units. Each Promissory Note shall be payable in one installment of principal
on (i) June 30, 1997, if the investor subscribes between the commencement date
of the offering of Series 4 and December 31, 1996, and (ii) January 31, 1998 if
the investor subscribes after December 31, 1996. Each Promissory Note shall bear
interest on the unpaid balance as follows: (i) for purchasers of less than 500
Units, at a fixed rate of 1.5% per annum above the Prime Rate, such interest
rate to be determined at the commencement of the Offering of Series 4 and
identified in the Prospectus, or (ii) at a fixed
B-1
<PAGE>
rate of 1% per annum above the 1-year Treasury Bill rate, such rate to be
determined on the date of purchase. Interest will be payable in arrears on the
principal payment date.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 15th day of May, 1996.
GENERAL PARTNER:
WNC & Associates, Inc.
By: /s/ JOHN B. LESTER, JR.
John B. lester, Jr.,
President
INITIAL LIMITED PARTNER:
/s/JOHN B. LESTER, JR.
John B. Lester, Jr.
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B-2
<PAGE>
EXHIBIT C
INVESTOR FORM
WNC Housing Tax Credit Fund V, Series 4
Amount of Investment
______________ x $1,000 _________________
# Units Total Dollar Amount
Minimum Investments: $5,000 ($2,000 for certain investors);
Additional increments: $1,000
____ New Account
____ Addition to Existing Account
____ Initial Here if the investor is paying for his Units with a check for the
total subscription amount.
____ Initial Here if the investor elects to use the installment payment. In such
case he shall make a check for one-half of the total subscription amount (i.e.,
the number of Units subscribed for in 1 above x $500) and pay the remaining half
with interest pursuant to the terms of the Promissory Note. An investor is
eligible to use this installment payment method only if he is subscribing for at
least 10 Units ($10,000).
Make Check Payable To:
National Bank of Southern California
WNC/HTCF V
Submit To:
National Bank of Southern California
4100 Newport Place, Suite 100
Newport Beach, CA 92660
Attention: WNC Escrow Manager
INVESTOR INFORMATION
Investor____ Dr.____ Mr.____ Mrs.____ Ms. Social Security Number
- -----------------------------------------------------------------------------
Investor____ Dr.____ Mr.____ Mrs.____ Ms. Social Security Number
- -----------------------------------------------------------------------------
Entity Name Taxpayer Identification Number
- -------------------------------------------- ------------------------------
Occupation Income
- -------------------------------------------- ------------------------------
Mailing Address Residence Address
(if different from mailing
address)
- -------------------------------------------- ------------------------------
City City
- -------------------------------------------- ------------------------------
State Zip State Zip
- -------------------------------------------- ------------------------------
Daytime Phone Daytime Phone
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<PAGE>
INVESTOR FORM (CONTINUED)
LEGAL FORM OF OWNERSHIP
____ Individual ____ Community Property ____ Joint Tenants with Rights of
Survivorship ____ Tenants in Common
____ Partnership (copy of partnership agreement must be sent with this form)
____ Corporate (Certified Corporate Resolution must be sent with this form)
____ Revocable Trust (Trustee(s) is required to sign below.
Copy of trust must be sent with this form)
____ Custodian for: _______________________________________________
Under Uniform Gift to Minors Act of the State of ________________.
The Units are being purchased in the State of -----------------------
(Complete if different from the state of residence)
____ Other (Specify)
____ Check here if the Investor is not a citizen of the United States.
____ Check here if the Investor is subject to backup withholding pursuant to
Section 3406(a)(1)(C) of the Internal Revenue Code.
Investor Signature
Execution of the Investor Form below constitutes the undersigned's subscription
for the number of Units indicated above and his acceptance and agreement to
perform the terms and conditions of the Agreement of Limited Partnership
included as Exhibit B to the Prospectus of WNC Housing Tax Credit Fund V, dated
July 26, 1995.
Signature of First Investor Date
- ----------------------------------- ------------------------
Signature of Second Investor Date
- ----------------------------------- ------------------------
In order to induce the General Partner to accept this subscription,
Investor represents by initialing in the space provided that Investor has
received a copy of the final Prospectus. ____________ (Initial Here)
Broker/Dealer Information
The undersigned represents that he has complied with the requirements of the
Rules of Fair Practice of the NASD with respect to the subscriber whose name
appears on the above Investor Form and hereby certifies that he has reasonable
grounds to believe on the basis of information obtained from the investor
concerning his objectives, financial situation and needs and any other
information known to the undersigned that the investment in the interests is
suitable for the investor, and, in addition, has informed the investor as to the
lack of liquidity and marketability of the interests. The undersigned warrants
that a Prospectus was delivered to the subscriber not less than five days prior
to submission of this subscription to the Series.
- ----------------------------------- ---------------------------
Account Executive Broker/Dealer Firm
- ------------------------------------------------------------------------------
Branch Office Address ____ Please check if new address
- -------------------------------------------------------------------------------
City State Zip Phone
- ------------------------------------------------ -----------------------
Account Executive's Signature and/or Branch Manager Date
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C-2
<PAGE>
PROMISSORY NOTE
$500 PER UNIT
FOR VALUE RECEIVED, the undersigned ("Maker"), promises, jointly and severally
if more than one, to pay to the order of WNC Housing Tax Credit Fund V, L.P.,
Series 4, a California limited partnership ("Payee"), at the office of Payee,
3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626-3416, or at such
other location as Payee may from time to time designate, the principal sum of
FIVE HUNDRED DOLLARS ($500), multiplied by the number of Units set forth in his
Investor Form, together with interest on the unpaid principal balance from the
date of the Maker's admission as a limited partner of the Payee until paid at
the rate of 9.75% per annum. Said principal sum shall be payable in one
installment as follows: (i) June 30, 1997, if Maker subscribes on or before
December 31, 1996, and (ii) January 31, 1998 if Maker subscribes after December
31, 1996. Interest accrued to the principal installment payment date shall also
be due and payable on such date.
This Promissory Note is delivered pursuant to the terms of the Agreement of
Limited Partnership of Payee, and shall be governed by the following provisions:
1. This Promissory Note shall be paid in lawful money of the United
States.
2. The occurrence of any of the following shall constitute an "Event
of Default": (a) Default in the payment of any amount payable hereunder
when due, which default in payment is not cured within 30 days after such
due date ("Payment Default"); or default in the performance of any other
obligation of Maker under this Promissory Note;
(b) A materially false or misleading omission or representation,
statement, certificate, warranty or other assertion in the Subscription
Agreement or any other document executed by the Maker in connection
with the purchase of Units of limited partnership interest in Payee;
(c) The filing by, or against, the Maker of any proceeding under the
Federal Bankruptcy Code;
(d) An assignment for the benefit of creditors made by the Maker; or
(e) The appointment of, or application for, a receiver or trustee by
any party for all or any part of the assets of the Maker.
3. Upon the occurrence of an Event of Default, then at the option of Payee, the
entire unpaid balance of principal on this Promissory Note, together with
accrued interest and any other amounts due hereunder, shall be immediately due
and payable.
4. In the event that any amount payable under this Promissory Note is not paid
when due, a late charge in the amount of 5% of the late amount shall be due and
payable in addition to the interest provided herein.
5. If this Promissory Note is not paid when due or if an Event of Default
occurs, Maker promises to pay all costs of collection, including, but not
limited to, reasonable attorneys' fees incurred by Payee on account of such
collection whether or not suit is filed hereon.
6. In the event this Promissory Note is not paid when due or if an Event of
Default occurs, Payee may set off all amounts owed to Payee under this
Promissory Note against all distributions to which Maker is entitled relating to
Maker's Units of limited partnership interest in Payee.
7. In the event of a Payment Default, Maker shall be given a notice by Payee of
the Payment Default and the Payee's intent to foreclose on its security interest
given by Maker to secure the payment of this Promissory Note. For a period of 30
days after such notice (the "Cure Period"), Maker shall be entitled to cure such
Payment Default by paying the delinquent principal payment, with interest as
provided in this Promissory Note, to the Payee. Prior to the expiration of the
Cure Period, the Payee shall not be entitled to commence to foreclose its
security interest in the Maker's Units of limited partnership interest in Payee
and Maker's interest in Payee shall not be subject to any reduction as a result
of such Payment Default. However, Payee may withhold any distributions otherwise
payable or issuable to Maker pending the cure of the Payment Default prior to
the expiration of the Cure Period. Any reduction in Maker's interest in Payee
effective upon the expiration of the Cure Period will relate back and shall
apply to and affect any withheld distributions. Upon expiration of the Cure
Period Payee may commence to foreclose and foreclose its security interest in
the Maker's Units of limited partnership interest in Payee.
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C-3
<PAGE>
8. The Promissory Note is made with full recourse to Maker, is by its terms not
a negotiable instrument, is assignable only subject to the defenses Maker may
have, is subject to venue for collection in the state in which Maker resides and
may not be sold by Payee prior to its maturity. Subject to the foregoing, Payee
may pledge and grant security interests in this Promissory Note as security for
any obligation of Payee.
9. This Promissory Note shall be governed by, and construed in accordance with,
the laws of the State of California.
10. Reference in this Promissory Note to "Payee" shall mean the original Payee
hereunder so long as the Payee shall be the holder of this Promissory Note and
thereafter shall mean any subsequent holder of the Promissory Note.
11. Time is of the essence of each obligation of Maker hereunder.
12. No delay or omission on the part of the Payee in exercising any rights
hereunder or under the Agreement of Limited Partnership of Payee or any other
instrument given to secure this Promissory Note shall operate as a waiver of
such rights or any other right hereunder or under said instruments.
13. This Promissory Note may be prepaid in full at any time without premium or
penalty; provided, however, that no partial prepayments shall be permitted.
14. Maker waives presentment, demand for payment, notice of dishonor, notice of
protest, protest and all other notices or demands in connection with the
delivery, acceptance, performance, default, endorsement or guaranty of this
instrument, except as provided in paragraph 7 above.
This note is executed as of _______, 199__.
---------------------------
Maker
wncnat5-7/subdoc.4
C-4
