WNC HOUSING TAX CREDIT FUND V LP SERIES 3
PRE 14A, 2001-01-19
OPERATORS OF APARTMENT BUILDINGS
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                                  SCHEDULE 14A

                     Information Required in Proxy Statement

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the  Registrant  [ X ]
Filed by a Party other than the  Registrant  [   ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only
          (as permitted by Rule 14a-6(e)(2))
[   ] Definitive Proxy Statement
[   ] Definitive Additional Materials
[ X ] Soliciting Material Pursuant to Section 240.14a-12

                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                (Name of Registrant as Specified In Its Charter)


                                       N/A
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     1) Title of each class of securities to which transaction applies:_________
     2) Aggregate number of securities to which transaction applies:   _________
     3) Per unit price or other underlying  value of transaction  computed
        pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which
        the filing fee is calculated and state how it was determined:  _________
     4) Proposed maximum aggregate value of transaction:               _________
     5) Total fee paid:                                                _________
[   ] Fee paid previously with preliminary materials.

[   ] Check box  if any part of  the fee is offset as  provided by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:                                        _________
     2) Form, Schedule or Registration Statement No:                   _________
     3) Filing Party:                                                  _________
     4) Date Filed:                                                    _________

<PAGE>



                         CONSENT SOLICITATION STATEMENT


                       PROPOSED ACTIONS BY WRITTEN CONSENT
                               OF LIMITED PARTNERS
                                       OF
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

                                __________, 2001



                                  INTRODUCTION


         The limited partners (the "Limited Partners") of WNC Housing Tax Credit
Fund V, L.P., Series 3 (the  "Partnership"),  are being asked by the Partnership
and WNC & Associates,  Inc.  (the "General  Partner") to consider and approve by
written  consent two  amendments to the agreement of limited  partnership of the
Partnership.

         The first amendment, if approved,  would eliminate the requirement that
the  Partnership  print,  collate and mail to each Limited Partner its quarterly
and annual financial reports ("Proposal No. 1"). Instead,  under Proposal No. 1,
the  Partnership  would upon request  make its reports  available to the Limited
Partners  via  e-mail or U.S.  mail.  Reports  would  also be  available  on the
Internet  at  www.sec.gov  after the  Partnership  files them with the SEC.  The
General Partner believes that because these reports do not provide  particularly
useful information to the Limited Partners,  the production and mailing costs of
the reports are unwarranted.

         The second amendment, if approved,  would permit the General Partner or
one of its  affiliates  to receive a  competitive  property  management  fee for
property  management  services  rendered to the properties  owned by entities in
which  the  Partnership  has  invested  ("Proposal  No.  2").   Currently,   the
Partnership's  agreement of limited  partnership limits the property  management
fee  payable  to the  General  Partner  or its  affiliates  to the lesser of the
competitive amount or 5% of gross revenues from the property.

         Each of Proposal No. 1 and Proposal No. 2 is subject to the approval of
a majority-in-interest of the Limited  Partners. If the Limited  Partners do not
approve  Proposal No. 1, the  Partnership  will  continue to reproduce  and mail
copies of its  financial  reports to the Limited  Partners and will  continue to
bear the cost for  doing so.  Regardless  of the  result of the vote  respecting
Proposal  No.  1 the  Partnership  will  continue  to  provide  its  annual  tax

                                       1
<PAGE>

information  directly to the Limited  Partners.  If the Limited  Partners do not
approve Proposal No. 2, the General Partner and its affiliates  cannot receive a
competitive  amount for property  management  services if the competitive amount
exceeds 5% of gross property revenues.

         This Consent Solicitation Statement and the enclosed form of Actions By
Written  Consent  of Limited  Partners  (the  "Consent")  were first sent to the
Limited Partners on or about __________ ___, 2001.

         Units of limited partnership  interest in the Partnership (the "Units")
represented  by Consents  duly  executed and returned to the  Partnership  on or
before  _________ __, 2001 (unless  extended by the General Partner  pursuant to
notice mailed to the Limited  Partners) will be voted or not voted in accordance
with the instructions  contained therein.  If no instructions for a Proposal are
given on an executed and returned Consent, Units so represented will be voted in
favor of that Proposal.  Limited  Partners may vote in favor of one Proposal and
not the  other.  The  General  Partner  will take no action  with  respect  to a
Proposal except as specified in the duly executed and returned Consents.

         The  cost of this  solicitation  of  Consents  is  being  borne  by the
Partnership.  Such  solicitation is being made by mail and, in addition,  may be
made by officers  and  employees  of the  Partnership  and the General  Partner,
either in person or by telephone or telegram.


                 OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

         The only  outstanding class of voting  securities of the Partnership is
the Units.  Each Unit entitles its holder to one vote  on Proposal No. 1 and  to
one vote on Proposal No. 2.

         All Limited  Partners as of _________ __, 2001 (the "Record  Date") are
entitled  to notice of and to vote on each  Proposal.  As of  December  18, 2000
there were 18,000  Units  outstanding,  17,762 of which were held by 852 Limited
Partners  entitled to vote such Units,  and 238 of which were held by  assignees
not  entitled to vote.  With  respect to each  Proposal  to be voted  upon,  the
favorable  vote of  Limited  Partners  holding  in excess of 50% of the total of
voting Units  outstanding as of the Record Date will be required for approval of
such Proposal.

         There are no rights of appraisal or similar rights of dissenters  under
California  law or  otherwise  with  regard to the  Proposals  to be voted upon.
Dissenting  Limited Partners are protected under California law by virtue of the
fiduciary  duty of the  General  Partner to act with  prudence  in the  business
affairs  of the  Partnership  on  behalf  of the  Partnership  and  the  Limited
Partners.

         As of  September  27,  2000 no person or group of related  persons  was
known by the  Partnership  to be the  beneficial  owner  of more  than 5% of the
Units, except as follows:




                                       2
<PAGE>


--------------------------------------------------------------------------------
|            |  Number of   | Percent of Total |  Number of    | Percent of    |
|   Limited  |    Voting    |   Voting Units   |    Total      | Total Units   |
|   Partner  |  Units Owned     Outstanding    | Units Owned   | Outstanding   |
--------------------------------------------------------------------------------
| Sempra     |              |                  |               |               |
| Energy     |              |                  |               |               |
| Financial  |     4,560    |        25.67%    |      4,560    |       25.33%  |
--------------------------------------------------------------------------------
| Western    |              |                  |               |               |
| Financial  |              |                  |               |               |
| Savings    |     1,068    |         6.01%    |      1,068    |        5.93%  |
--------------------------------------------------------------------------------

         Neither the General  Partner nor any of its  affiliates is the owner of
Units.

         No meeting will be held with regard to this solicitation of the Limited
Partners.  Voting may be accomplished by completing and returning to the offices
of the Partnership,  at 3158 Redhill Avenue,  Suite 120, Costa Mesa,  California
92626,  telephone:  (714) 662-5565, the form of Consent included herewith.  Only
Consents received prior to the close of business on the date (the "Action Date")
which is the  earlier  of (i) the date on which  the  Partnership  has  received
approval and/or  disapproval of each Proposal by a  majority-in-interest  of the
Limited  Partners,  or (ii)  _________ __, 2001 (unless  extended by the General
Partner  pursuant  to notice  mailed to the Limited  Partners),  will be counted
toward the vote on the Proposals.  However, Limited Partners are urged to return
their Consents at the earliest practicable date.

         If  a  Limited  Partner  has  delivered  an  executed  Consent  to  the
Partnership,  the Limited Partner may not revoke such Consent.  As of the Action
Date, one or both of the actions which are the subject of this solicitation will
either be  effective  (if the  requisite  number of executed  Consents  favoring
approval have been received by the Partnership) or the solicitation  period will
have expired without approval of one or both of the actions.


                       CONSENT UNDER PARTNERSHIP AGREEMENT

         The  Partnership  is governed by its  Agreement of Limited  Partnership
dated as of March 28, 1995 (the  "Partnership  Agreement").  Pursuant to Section
12.1.1 of the  Partnership  Agreement,  a  majority-in-interest  of the  Limited
Partners may approve or disapprove the amendments to the  Partnership  Agreement
described herein.

         The General Partner  recommends that the Limited Partners vote in favor
of each Proposal.


                           THE PARTNERSHIP'S BUSINESS

         The Partnership is a limited partner in 18 limited partnerships/limited
liability  companies  ("Local  Limited  Partnerships")  which  own  and  operate
apartment  complexes  qualifying  for the low income  housing  tax credit  under

                                       3
<PAGE>


Section  42 of the  Internal  Revenue  Code of 1986,  as  amended.  The  primary
business of the  Partnership is to manage its  investments in such Local Limited
Partnerships  and  allocate to the Limited  Partners  the tax credits  which are
allocated to the Partnership.


                                   MANAGEMENT

         The  Partnership  is a  California  limited  partnership  which  has no
executive  officers or directors.  The  Partnership's  general  partner is WNC &
Associates, Inc.

         WNC & Associates, Inc. is a California corporation which  was organized
in 1971. Its officers and significant employees are:

Wilfred N. Cooper, Sr.       Chief Executive Officer, Chairman of the Board
Wilfred N. Cooper, Jr.       President, Chief Operating Officer, Secretary
David N. Shafer              Executive Vice President
Sy P. Garban                 Senior Vice President - Institutional Investments
N. Paul Buckland             Senior Vice President - Acquisitions
Thomas J. Riha               Vice President - Chief Financial Officer
David C. Turek               Vice President - Originations

         In  addition  to  Wilfred  N.  Cooper,  Sr.,  the  directors  of  WNC &
Associates,  Inc. are  John B.  Lester, Jr.,  Wilfred  N. Cooper, Jr.,  David N.
Shafer, and Kay L. Cooper. The principal shareholders of WNC & Associates,  Inc.
are Wilfred N. Cooper, Sr. and John B. Lester, Jr.


                         PROPOSAL NO. 1 AND ITS EFFECTS

         Proposal No. 1 would add a new provision to the Partnership  Agreement.
Set forth below is the  proposed  amendment to  the Partnership  Agreement which
constitutes Proposal No. 1.

         9.4.4.  Notwithstanding  the  provisions  of  Section  9.4.1  and 9.4.3
hereof,  effective as of _________ __, 2001, the General Partner shall cause the
Partnership to prepare the reports described in Section 9.4.1 and 9.4.3, but the
General  Partner  shall not be  required  to send any such report to any Limited
Partner  unless the  Limited  Partner  has  requested  in writing to the General
Partner that such reports be sent to such Limited  Partner.  The General Partner
shall be  permitted  to take any  action  deemed  necessary  or  appropriate  to
accomplish the foregoing.

         The General  Partner has proposed  Proposal No. 1 in order to avoid the
expense entailed in the reproduction and mailing of the Partnership's  quarterly
and annual  financial  reports.  The General  Partner is not proposing  that the
Partnership cease its preparation of such reports;  rather, if Proposal No. 1 is

                                       4
<PAGE>

approved,  the  Partnership  would  continue to prepare its quarterly and annual
financial  reports and, so long as it is required to do so under the  Securities
Exchange Act of 1934,  as amended,  file them with the  Securities  and Exchange
Commission  ("SEC"),  but it would no longer  automatically  reproduce  and mail
those  reports  to  the  Limited   Partners.   Because  of  the  nature  of  the
Partnership's  business (see "The Partnership's  Business" herein),  the General
Partner believes that the quarterly and annual financial reports prepared by the
Partnership are of very limited use to the Limited Partners.  The Partnership is
not in the business of generating  profits from operations,  but, rather,  is in
the  business  of  providing  low income  housing  tax  credits  to the  Limited
Partners.  The amount of the low income housing  credits is not contingent  upon
the  operations of the  apartment  complexes,  but is  contingent  only upon the
continued  rental  of  the  apartment   complexes  to  appropriate   tenants  at
appropriate  rents by their current owners.  Such information  cannot be derived
from the financial  reports,  which are prepared in a manner  designed to comply
with the rules and  regulations of the SEC.  Consequently,  the General  Partner
believes  that the only  report  which the  majority  of  Limited  Partners  are
interested  in receiving  is the annual tax  information  which the  Partnership
provides to the Limited Partners.  Proposal No. 1 will not in any way impact the
manner  in  which  the  Partnership  provides  tax  information  to the  Limited
Partners. Proposal No. 1 only provides that the Partnership need not send copies
of its financial reports to the Limited Partners.  Notwithstanding  Proposal No.
1,  Limited  Partners  who  desire  to  receive  any  such of the  Partnership's
financial  reports could request  copies thereof from the  Partnership,  or they
could obtain them from the SEC's website at www.sec.gov  (so long as the reports
are filed with the SEC).

         During  fiscal year  1999/2000,  the  Partnership  spent  approximately
$2,750 to  reproduce  and mail its  quarterly  financial  reports and its annual
financial report.

         The General  Partner is subject to a potential  conflict of interest in
connection  with Proposal No. 1. If Proposal No. 1 is approved,  the Partnership
will not have to incur the costs it otherwise would incur in connection with the
reproduction  and  mailing  of  the  reports.  Because  the  Partnership  itself
generates  little or no cash from its operations,  the costs of reproduction and
mailing are funded through  reserves.  To the extent  reserves are not needed to
fund the reproduction and mailing of reports, the reserves will be available for
other purposes,  including, perhaps, the payment of the asset management fee to,
and the  reimbursement of operating  expenses  advanced by, the General Partner.
During fiscal year 1999/2000,  the Partnership paid to the General Partner asset
management  fees and  reimbursements  in the aggregate  amount of $120,617,  and
accrued  but  did  not pay  asset  management  fees  and  reimbursements  in the
aggregate amount of $176,274.

         A proposal  similar to Proposal  No. 1 has been approved by the limited
partners of WNC Housing Tax Credit Fund II,  L.P., another partnership sponsored
by the General Partner.




                                       5
<PAGE>


                         PROPOSAL NO. 2 AND ITS EFFECTS

         Proposal No. 2 would amend  existing  Section 5.6.5 of the  Partnership
Agreement  effective as of the date of Limited Partner approval. Set forth below
is the revised  Section  5.6.5  which  constitutes  Proposal  No.  2  (deletions
indicated by striking through):

         5.6.5. For any property  management  services  actually rendered by the
General  Partner or its  Affiliates  respecting  the  Properties  owned by Local
Limited  Partnerships,  the General  Partner or any such  Affiliate  may receive
Competitive   property  management  or  leasing  fees  from  the  Local  Limited
Partnerships.  Included in any such property management fee shall be bookkeeping
services  and  fees  paid to  non-Affiliated  Persons  for  property  management
services. In no event shall any leasing fee be paid to the General Partner or to
any of its Affiliates for performing  leasing  services  unless the services are
necessary for the leasing of space in a Property of a Local Limited  Partnership
and would be required to be performed by a  non-Affiliated  Person but for their
performance by the General Partner or an Affiliate of the General  Partner.  The
maximum  property  management  fees paid to the  General  Partner  or any of its
Affiliates  (including  all  leasing  and  releasing  fees and bonuses and other
payments for leasing related  services,  paid to any Person) shall be the lesser
of 5% of the gross revenues from the Property or a Competitive amount.

[OMITTED GRAPHIC:  the last  sentence of the  preceding  paragraph  is  stricken
through.]

         The General Partner's wholly-owned subsidiary, WNC Management, Inc., is
engaged  in  providing  property   management  services  to  low-income  housing
properties  located in southern  California.  Currently,  WNC  Management,  Inc.
manages  15  properties,  11 of which  are  owned by WNC  partnerships  or local
limited  partnerships  invested  in by one or more  WNC  partnerships.  Included
therein is only one property in which the Partnership  has an interest.  Blessed
Rock of El Monte, a California  limited  partnership  ("Blessed  Rock") owns the
Blessed  Rock of El Monte  Apartments.  The  partners  of  Blessed  Rock are the
Partnership,  WNC  Housing  Tax  Credit  Fund V, L.P.,  Series 4  ("Series  4"),
Everland,  Inc. (the "Local General Partner") and WNC Housing, L.P., the special
limited partner. If Proposal No. 2 is approved, and if a corresponding amendment
to the agreement of limited partnership of Series 4 is approved, WNC Management,
Inc. would be permitted to commence  negotiations with the Local General Partner
of Blessed Rock to increase the amount of the  property  management  fee paid to
WNC  Management,  Inc.  from the current rate of 5% of gross  revenues  from the
property up to what the General Partner  believes to be the current  competitive
rate of 7% of gross  revenues from the property.  Because  Blessed Rock is owned
jointly by the  Partnership and Series 4, the General Partner would be unable to
negotiate a change in the property management fees paid to WNC Management,  Inc.
by Blessed Rock unless Proposal No. 2 is approved by the Limited  Partners and a
similar amendment is approved by the limited partners of Series 4.

         Using the definition included in the Partnership Agreement, the General
Partner  believes that the current  "competitive"  rate for property  management
services for the Blessed Rock of El Monte  Apartments  is 7% of gross  revenues.
(The  Partnership  Agreement  defines  "competitive"  for these purposes as "the
amount customarily charged by Persons not Affiliated with the payee for such ...
services in the geographic  area in which such ...  services are rendered.") WNC


                                       6
<PAGE>

Management,  Inc. has  received  property  management  fees from Blessed Rock as
follows:  $33,411 in 1999, and $30,943 in 2000, each of which was equal to 5% of
gross  property  revenues.  If the amount  payable had been equal to 7% of gross
property revenues,  the amount paid would have been $47,408 in 1999, and $44,588
in 2000.

         If the  General  Partner  were able to  negotiate  an  increase  in the
property  management fee paid by Blessed Rock, the increase could have an impact
on the Limited  Partners.  As discussed below, the General Partner believes that
any impact would not be significant.

         Because the  Partnership  has  invested  as a limited  partner in other
limited partnerships,  the Partnership's cash flow from operations and from sale
of  properties  depends on the  distributions  it receives  from all the limited
partnerships in which it has invested.  Such limited  partnerships,  and not the
Partnership,  pay property management fees. Accordingly,  if the General Partner
is able to negotiate a higher property management fee from Blessed Rock, Blessed
Rock will have less cash to pay to its  partners,  including  the Local  General
Partner, the Partnership,  and Series 4, and the Partnership will have less cash
to pay expenses such as the asset management fees discussed above. See "Proposal
No. 1 and its Effects."  Nonetheless,  the General Partner believes that this is
change is warranted  because WNC  Management,  Inc. is not  obligated to provide
property management services, and the higher competitive amount would be paid to
an unrelated property management company if one were hired by Blessed Rock.

         The impact on the Limited  Partners  resulting from a reduction in cash
from operations to the Partnership from Blessed Rock is unlikely to be material.
However,  the  incremental  difference  in the  property  management  fee  could
ultimately decrease the amount available to be paid to the Limited Partners,  if
any, from  distributions  resulting from the sale or refinancing of Blessed Rock
of El Monte  Apartments.  This could be the result if the  increase  in property
management  fees  caused  Blessed  Rock to accrue  other fees owing to its Local
General Partner, or caused the Partnership to accrue asset management fees owing
to the General Partner which otherwise could have been paid.  Again, the General
Partner does not believe that the impact on the Limited  Partners in this regard
will be significant.

         Of course,  even if Proposal No. 2 is approved and a similar  amendment
is approved by the limited  partners of Series 4, there can be no assurance that
General  Partner  could  successfully  negotiate  an  increase  in the  property
management fee to be paid by Blessed Rock.

         Of the 15 properties  managed by WNC Management,  Inc. four of them are
subject to the 5%  restriction  on property  management  fees. It is the current
intention of the General  Partner to solicit relief from that  restriction  with
respect to all four properties.






                                       7

<PAGE>
                                                                      APPENDIX 1



                 ACTIONS BY WRITTEN CONSENT OF LIMITED PARTNERS

                  WNC Housing Tax Credit Fund V, L.P., Series 3
                         3158 Redhill Avenue, Suite 120
                          Costa Mesa, California 92626
                                 (714) 662-5565

THIS CONSENT IS SOLICITED ON BEHALF OF THE PARTNERSHIP AND THE GENERAL PARTNER.


The  undersigned  hereby  acknowledges   receipt  of  the  Consent  Solicitation
Statement  dated  _________  __, 2001 and hereby  votes all the units of limited
partnership  interest  of WNC  Housing  Tax Credit  Fund V, L.P.,  Series 3 (the
"Partnership"), held of record by him, her or it as follows:

           PROPOSAL NO. 1 The  Partnership's  Agreement  of Limited  Partnership
           dated as of March  28,  1995  will be  amended  to  provide  that the
           Partnership need not automatically  send its financial reports to its
           Limited Partners, as specifically set forth under "Proposal No. 1 and
           Its  Effects" on page ___ in the  accompanying  Consent  Solicitation
           Statement.

                FOR [ ]               AGAINST [ ]               ABSTAIN [ ]


           PROPOSAL NO. 2 The  Partnership's  Agreement  of Limited  Partnership
           dated as of March  28,  1995  will be  amended  to  provide  that the
           General  Partner  or an  Affiliate  thereof  may  receive  a fee in a
           competitive   amount  for  property   management   services  actually
           rendered,  as  specifically  set forth under  "Proposal No. 2 and Its
           Effects"  on  page  ___  in  the  accompanying  Consent  Solicitation
           Statement.

                FOR [ ]               AGAINST [ ]               ABSTAIN [ ]


This Consent,  when properly  executed and returned to the Partnership,  will be
voted in the manners directed herein by the undersigned  Limited Partner.  IF NO
DIRECTION IS MADE FOR A PROPOSAL,  THIS  CONSENT,  IF SO EXECUTED AND  RETURNED,
WILL BE VOTED FOR THAT PROPOSAL.

Please sign exactly     When Units are held by joint tenants, both should  sign.
as name appears below:  When  signing   as  attorney,  executor,  administrator,
                        trustee or guardian, please  give full title as such. If
(Name printed here)     a corporation, please sign in  full  corporate  name  by
                        president or other authorized officer. If a partnership,
Your form of            please sign in partnership name by authorized person.
ownership is:

(Form of ownership
printed here)


DATED:_____________, 2001                  _____________________________
                                           Signature

PLEASE MARK, SIGN, DATE
AND RETURN THIS                            _____________________________
POSTPAID CONSENT CARD                      Additional Signature, if held jointly


(Name and address printed here)


<PAGE>


                                                                      APPENDIX 2


                                __________, 2001

To all Limited Partners of WNC Housing Tax Credit Fund V L.P., Series 3

         We are pleased to submit to you the enclosed  materials for your review
of our request for approval of two amendments to the partnership agreement.  The
first  amendment  would eliminate the  requirement  that your  Partnership  must
automatically  reproduce and mail copies of its  quarterly and annual  financial
reports to the  Limited  Partners.  Instead,  as a  convenience  to the  Limited
Partners,  they would be sent such  reports upon  request,  or they could obtain
them over the Internet. Such financial statements would be immediately available
on  the  Internet  upon  our  filing  them  with  the  Securities  and  Exchange
Commission.  Limited  Partners  will  continue to be sent a Schedule K-1 to file
with their tax returns.  The second amendment would permit WNC Management,  Inc.
to receive a competitive fee for property  management  services  rendered to the
Partnership's apartment complexes.

         All  of  our  Limited  Partners  should  carefully  read  the  enclosed
materials  and then vote for or against the  proposals  by marking,  signing and
returning the enclosed ballot form in the enclosed stamped, addressed envelope.

         It must be understood  that a proposal  cannot be  considered  approved
without  the  affirmative  vote of the  owners  of more than 50% of the units of
limited partnership  interest.  Therefore,  if a Limited Partner does not return
his, her or its signed ballot,  that Limited Partner will have effectively voted
against the proposals.

         Please  mark the  enclosed  ballot and return it to us in the  enclosed
envelope. And please call us if you have any questions.

Sincerely yours,





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