WNC HOUSING TAX CREDIT FUND V, L.P.
SERIES 4
[GRAPHIC OMITTED]
Supplement Dated November 13, 1996
To Prospectus Dated July 26, 1995
This Supplement is part of, and should be read in conjunction with, the
Prospectus of WNC Housing Tax Credit Fund V, L.P., Series 4 ("SERIES 4") dated
July 26, 1995 (the "Prospectus"), and the Supplement to Prospectus dated July 1,
1996. Capitalized terms used but not defined in this Supplement have the
meanings given to them in the Prospectus.
TABLE OF CONTENTS
Page
Status of SERIES 4 Offering..................................................1
Local Limited Partnership Investments........................................1
Supplement Presentation Relationship to Prospectus Presentation
Status of SERIES 4 Offering New Information
Local Limited Partnership Investments New Information
STATUS OF SERIES 4 OFFERING
As of the date hereof, SERIES 4 has received subscriptions in the amount of
$4,673,900 (4,675 Units), of which $184,500 is represented by Promissory Notes.
LOCAL LIMITED PARTNERSHIP INVESTMENTS
Included herein is a discussion of three Local Limited Partnership
Interests acquired by SERIES 4. The Apartment Complexes owned by these Local
Limited Partnerships are located in two states and are being developed and
constructed by three different development teams. Each of the Apartment
Complexes has received a reservation of Low Income Housing Credits. While the
Fund Manager believes that SERIES 4 is reasonably likely to retain an interest
in each of these Local Limited Partnerships, SERIES 4 may not do so as a result
of the failure by a Local Limited Partnership to satisfy one or more conditions
precedent to the payment of each installment payment, the inability of SERIES 4
to raise additional capital necessary to complete the purchase of the Local
Limited Partnership Interests identified herein, the purchase of Local Limited
Partnership Interests other than those identified herein, or other factors.
Moreover, the terms of any acquisition may differ from those as described.
Accordingly, investors should not rely on the ability of SERIES 4 to acquire an
investment in all these Local Limited Partnerships on the indicated terms in
deciding whether to invest in SERIES 4.
SERIES 4 has acquired a Local Limited Partnership Interest in Crescent City
Apartments, a California limited partnership ("CRESCENT CITY"); and Ogallalla
Apartments I, L.P., a Nebraska limited partnership ("OGALLALLA"); and has
acquired one-half of the Local Limited Partnership Interest in Blessed Rock of
El Monte, a California limited partnership ("BLESSED ROCK"). WNC Housing Tax
Credit Fund V, L.P., Series 3 ("SERIES 3") has acquired the other one-half of
the Local Limited Partnership Interest in BLESSED ROCK.
<PAGE>
BLESSED ROCK owns the Blessed Rock of El Monte Apartments in El Monte,
California; CRESCENT CITY owns The Surf Apartments in Crescent City, California;
and OGALLALLA owns the Ogallalla Apartments in Ogallalla, Nebraska.
The following tables contain information concerning the Apartment Complexes
and the Local Limited Partnerships identified herein:
<TABLE>
ACTUAL OR LOCAL LIMITED YEAR
ESTIMATED ESTIMATED PERMANENT PARTNERSHIP'S CREDITS
CONSTRUC- DEVELOP- MORTGAGE ANTICIPATED TO BE
LOCAL PROJECT TION MENT COST NUMBER OF BASIC LOAN AGGREGATE FIRST
LIMITED NAME/NUMBER LOCATION OF COMPLETION (INCLUDING APARTMENT MONTHLY PRINCIPAL TAX CREDITS AVAIL-
PARTNERSHIP OF BUILDINGS PROPERTY DATE LAND COST) UNITS RENTS AMOUNT (1) ABLE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BLESSED Blessed El Monte August $9,867,800 136 1BR $402 $2,600,000 $9,147,920 1997
ROCK Rock of El (Los 1997 units $0 (mgr FENB (3)
Monte Angeles 1 2BR unit unit)
Apartments County), $275,000
California EMCRA
14 buildings (4)
(2)
$650,000
DCF (5)
<S> <C> <C> <C> <C> <C>
CRESCENT The Surf Crescent October $3,251,878 18 Studio $1,960,000 $2,220,520 1996
CITY Apartments City (Del 1995 units $266 CDHCD (7)
Norte 37 1BR $300
1 building County), units
(2)(6) California
OGALLALLA Ogallalla Ogallalla March 1997 $1,029,400 10 2BR $310 $400,000 $723,170 1997
Apartments (Keith units $390 FNBO (8)
County), 6 3BR units
8 buildings Nebraska
<FN>
(1) Low Income Housing Credits are available over a 10-year period. For the
year in which the credit first becomes available, SERIES 4 will receive
only that percentage of the annual credit which corresponds to the
number of months during which SERIES 4 was a limited partner of the
Local Limited Partnership, and during which the Apartment Complex was
completed and in service. See the discussion under "The Low Income
Housing Credit" in the Prospectus.
(2) Property designed for senior citizens.
(3) Far East National Bank ("FENB") will provide the first mortgage loan
for a term of 30 years at an annual interest rate of 8.5%. Principal
and interest will be payable monthly, based on a 20-year amortization
schedule.
(4) El Monte Community Redevelopment Agency ("EMCRA") will provide the
second mortgage loan for a term of 15 years at an annual interest rate
of 4%. The loan will be repaid based on residual receipts.
(5) Deferred City Fees ("DCF") will provide the third mortgage
loan for a term of 30 years at an annual interest rate of 1%. The
loan will be repaid based on residual receipts.
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<PAGE>
(6) Rehabilitation property.
(7) California Department of Housing and Community Development ("CDHCD")
will provide the mortgage loan for a term of 50 years at an annual
interest rate of 3%. Principal and interest will be payable annually
based on a 50-year amortization schedule.
(8) First National Bank of Omaha ("FNBO") will provide the mortgage loan
for a term of 15 years at an annual interest rate of 9%. Principal and
interest will be payable monthly based on a 25-year amortization
schedule.
</FN>
</TABLE>
El Monte (BLESSED ROCK): El Monte (population 106,000) is in Los Angeles County,
California, in the San Gabriel Valley, approximately 12 miles east of downtown
Los Angeles. The major employers for El Monte residents are Wells Fargo Bank,
Von's Co., Inc. (distribution warehouse), and Sargent-Fletcher (air frames).
Crescent City (CRESCENT CITY): Crescent City (population 4,000) is the county
seat of Del Norte County, California, and is on the Pacific coast near the
Oregon border on U.S. Highway 101, approximately 370 miles north of San
Francisco. The major employers for Crescent City residents are Pelican Bay State
Prison, Del Norte Unified School District, and Del Norte County.
Ogallalla (OGALLALLA): Ogallalla (population 5,000) is the county seat of Keith
County, in the western part of Nebraska, near the intersection of Interstate
Highway 80, U.S. Highway 30 and State Highway 61, approximately 110 miles south
of Rapid City, South Dakota. Lake McConaughy, which is the largest lake in
Nebraska, is five miles north of Ogallalla, and plays a role in the area economy
by generating tourism. The major employers for Ogallalla residents are American
Shizuki (capacitors), Ogallalla Electronics Mfg. Co. (electronic and magnetic
components) and U.S. Aprons (aprons, dog beds, decoy bags).
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<PAGE>
<TABLE>
ESTIMATED
ACQUISI-
LOCAL SHARING RATIOS: TION FEES
GENERAL ALLOCATIONS (4) SERIES 4's PAYABLE
LOCAL LOCAL PARTNER'S SHARING RATIOS: AND SALE OR CAPITAL TO
LIMITED GENERAL PROPERTY DEVELOPMENT CASH FLOW REFINANCING CONTRIBUTION FUND
PARTNERSHIP PARTNERS MANAGER (1) FEE (2) (3) PROCEEDS (5) (6) MANAGER
<S> <C> <C> <C> <C> <C> <C>
BLESSED Everland, Professional $1,061,100 WNC: Greater 98.99/.01/1 $2,581,086 $258,000
ROCK Inc. Apartment of 30% or 50/50 (9) (10)
(7) Management, $12,000
Inc. (8) LGP: 40% of
the balance
The balance:
50/50
<S> <C> <C> <C> <C>
CRESCENT Crescent City Crescent City $311,546 WNC: Greater of 99/1 $1,191,878 $119,000
CITY Surf, Inc. Surf, Inc. 15% or $800 50/50
(11) (11) LGP: 40% of the
balance
The balance:
50/50
OGALLALLA Most Retro $125,550 WNC: Greater of 98.99/.01/1 $400,905 $40,000
Worshipful Management 15% or $500 50/50
Prince Hall Group, Inc. LGP: 40% of the
Grand Lodge (13) balance
(12) The balance:
50/50
<FN>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. Each Local General Partner is
authorized to employ either itself or one of its Affiliates, or a third party,
as property manager for leasing and management of the Apartment Complex so long
as the fee therefor does not exceed the amount authorized and approved by the
lender for the Apartment Complex.
(2) Each Local Limited Partnership will pay its Local General Partner or an
Affiliate of its Local General Partner a development fee in the amount set
forth, for services incident to the development and construction of the
Apartment Complex, which services include: negotiating the financing commitments
for the Apartment Complex; securing necessary approvals and permits for the
development and construction of the Apartment Complex; and obtaining allocations
of Low Income Housing Credits. This payment will be made in installments after
receipt of each installment of the capital contributions made by SERIES 4 (and
SERIES 3 in the case of BLESSED ROCK).
(3) Reflects the amount of the net cash flow from operations, if any, to be
distributed to SERIES 4 (and SERIES 3 in the case of BLESSED ROCK) ("WNC") and
the Local General Partner ("LGP") of the Local Limited Partnership for each year
of operations. Generally, to the extent that the specific dollar amounts which
are to be paid to WNC are not paid annually, they will accrue and be paid from
sale or refinancing proceeds as an obligation of the Local Limited Partnership.
(4) Subject to certain special allocations, reflects the respective percentage
interests in profits, losses and Low Income Housing Credits of (i) in the case
of BLESSED ROCK and OGALLALLA (a) SERIES 4 (and SERIES 3 in the case of BLESSED
ROCK), (b) WNC Housing, L.P., an Affiliate of the Sponsor which is the special
limited partner, and (c) the Local General Partner; and (ii) in the case of
CRESCENT CITY (a) SERIES 4 , and (b) the Local General Partner.
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<PAGE>
(5) Reflects the percentage interests of (i) SERIES 4 (and SERIES 3 in the case
of BLESSED ROCK) and (ii) the Local General Partner, in any net cash proceeds
from sale or refinancing of the Apartment Complex, after payment of the mortgage
loan and other Local Limited Partnership obligations (see, e.g., note 3), and
the following, in the order set forth: the capital contributions of SERIES 4 and
(and SERIES 3 in the case of BLESSED ROCK); and the capital contribution of the
Local General Partner.
(6) SERIES 4 (and SERIES 3 in the case of BLESSED ROCK) will make their capital
contributions to the Local Limited Partnership in stages, with each contribution
due when certain conditions regarding construction or operations of the
Apartment Complex have been fulfilled. See "Investment Policies" and "Terms of
the Local Limited Partnership Agreements" under "Investment Objectives and
Policies" in the Prospectus.
(7) Everland, Inc. is a California corporation which was formed in 1986. It has acted as developer of projects
in El Monte and Rosemead, California. The corporation's president, Tom Y. Lee, is a Certified Public Accountant and
one of the founding organizers and directors of First Continental Bank in Rosemead. Everland, Inc. has represented
that, as of June 30, 1996, its total equity was ($382,185); however, construction and operating deficit guarantees
will be provided by Tom Y. Lee. Mr. Lee, age 47, has represented that, as of December 31, 1995, he had a net worth
in excess of $3,500,000.
(8) Professional Apartment Management, Inc. is a California licensed real estate
broker which provides full property management services for more than 100
facilities, consisting of more than 5,000 units, and having a combined value of
more than $200 million. The company has been managing affordable housing for 26
years, and currently manages approximately 500 tax credit units.
(9) SERIES 3 will make a capital contribution in the same amount.
(10) SERIES 3 will pay an acquisition fee to the Fund Manager in the same amount.
(11) Crescent City Surf, Inc. is a California corporation which was formed in 1993. William L. Kjelland is the
president of the corporation. He has been involved in the development and management of five other subsidized
properties in California. The corporation has represented to SERIES 4 that its net worth is negligible.
Construction and operating deficit guarantees will be provided by Mr. Kjelland. Mr. Kjelland, age 86, has
represented to SERIES 4 that, as of May 1, 1996, he had a net worth in excess of $500,000.
(12) Most Worshipful Prince Hall Grand Lodge ("MWPHGL") was formed 103 years
ago, and was incorporated in 1982. One of its goals is to foster the development
of safe, decent and affordable housing to individuals and families earning less
than 60% of the median income of the area. The corporation has represented to
SERIES 4 that, as of September 1, 1995, it had a net worth in excess of
$3,000,000.
(13) Retro Management Group, Inc. was formed in 1993. The company currently manages more than 2,200 units of
conventional and government-financed apartment projects in Oklahoma, Nebraska and Iowa. The company's principal,
Douglas E. Hiner, has been involved in property management since 1974.
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</FN>
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