WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 10
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14
Limited Partnership Units at $1,000 per Unit
Best Efforts
DEALER MANAGER AGREEMENT
__________, 2001
WNC Capital Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
as Dealer-Manager for the above described Units
Ladies and Gentlemen:
WNC & ASSOCIATES, INC., the general partner ("Fund Manager") of, and on
behalf of, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9, WNC HOUSING TAX
CREDIT FUND VI, L.P., SERIES 10, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES
11, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12, WNC HOUSING TAX CREDIT FUND
VI, L.P., SERIES 13 and WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14
(collectively, the "Fund" and individually, a "Series"), pursuant to the
Agreement of Limited Partnership of each Series (the "Partnership Agreement")
set forth as Exhibit B to the Prospectus (as hereinafter defined), hereby
confirms its agreement with you as follows:
1. Description of Securities. Subject to the terms hereof the Fund proposes
to issue and to offer for sale pursuant to the Prospectus its limited
partnership units (the "Units") through you and those licensed brokers
designated by you. The purchase price of each Unit will be $1,000 payable in
cash or cash and a Promissory Note (the "Promissory Note") as discussed in the
Prospectus.
2. Representations, Warranties and Agreements of Each Series and the Fund
Manager. Each Series and the Fund Manager, jointly and severally, represent and
warrant to, and agree with, you as follows:
(a) The Fund has prepared and filed with the Securities and
Exchange Commission (the "Commission") a Registration
Statement and amendments thereto, on Form S-11 covering the
registration of the Units under the Securities Act of 1933, as
amended (the "1933 Act"), including the related preliminary
prospectus. Such preliminary prospectus bears, and any amended
prospectus will bear, the legend required by the rules and
regulations of the Commission under the 1933 Act (the "1933
Act Rules and Regulations"). Such Registration Statement, in
the form it first becomes effective and as thereafter amended
from time to time, and the final prospectus, as supplemented
from time to time, are herein respectively called the
"Registration Statement" and the "Prospectus."
(b) The Registration Statement and the Prospectus will contain all
statements which are required to be stated therein in
accordance with the 1933 Act and the 1933 Act Rules and
Regulations, and neither the Registration Statement nor the
Prospectus will contain any untrue statement of a material
fact or omit any material fact required to be stated therein
or necessary to make the statements therein not misleading.
In this connection, it is understood by each Series and the
Fund Manager that Rule 2810 of the Conduct Rules of the
National Association of Securities Dealers, Inc. ("NASD")
requires that you determine that all material facts relating
to the subject offering are adequately and accurately
disclosed to prospective subscribers and provide a basis for
evaluating the offering, and each Series and the Fund Manager
therefore specifically represent and warrant that:
(i) all items of compensation payable to the Fund Manager and
its Affiliates are and will be set forth in the Prospectus
under the caption "Management Compensation";
(ii) all properties to be acquired by any Series which is
conducting an offering of its Units are and will be
described in the Prospectus during the term of such
offering under the caption "Local Limited Partnership
Investments";
(iii) all material tax aspects are and will be set forth in
the Prospectus under the captions "Federal Income Tax
Considerations" and "The Low Income Housing Credit";
(iv) the financial position and business experience of the
Fund Manager are and will be accurately and adequately
reflected in the Prospectus under the captions
"Management," "Prior Performance Information" and
"Financial Statements";
(v) all material conflicts of interest and risk factors are
and will be set forth in the Prospectus under the captions
"Conflicts of Interest" and "Risk Factors"; and
(vi) all pertinent facts relating to the liquidity and
marketability of the Units are and will be set forth
in the Prospectus under the captions "Risk Factors -
Risks related to the Series and the Series'
partnership agreement - Lack of Liquidity of
Investment" and "Transferability of Units."
(c) The accountants who have certified or shall certify the
audited financial statements filed and to be filed with the
Commission as parts of the Registration Statement and the
Prospectus are independent accountants as required by the 1933
Act and the 1933 Act Rules and Regulations.
(d) The financial statements filed with and as part of the
Registration Statement present fairly the financial positions
of the respective entities addressed therein as of the date of
such financial statements, in conformity with generally
accepted accounting principles applied on a consistent basis
throughout the period involved.
(e) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, since the respective dates as of
which information is given in the Registration Statement and
the Prospectus, there has not been any material adverse change
in the condition, financial or otherwise, of any Series or the
Fund Manager; and except as set forth in or contemplated by
the Registration Statement and the Prospectus, neither any
Series nor the Fund Manager has incurred any liability or
obligation or entered into any transaction since the date as
of which information is given in the Registration Statement
and the Prospectus, other than in the ordinary course of
business, which is material to the financial condition of any
such person.
(f) The Units conform to the description thereof contained in the
Prospectus in all material respects.
(g) Neither the issuance nor the sale of the Units, nor the
consummation of any other of the transactions herein
contemplated, nor the fulfillment of the terms hereof, will
2
conflict with, result in a breach of, or constitute a default
under the terms of, any indenture, or other material agreement
or instrument to which any Series or the Fund Manager is, or
will be, a party or is, or will be, bound, or, to the best of
the knowledge of such persons, any order or regulation
applicable to any Series or the Fund Manager of any court,
regulatory body, administrative agency or governmental body
having jurisdiction over any such person or any of their
respective assets or operations.
(h) The Units, when issued, will be duly authorized, validly
issued, fully paid and nonassessable.
(i) Each Series has been, or prior to commencement of its offering
of Units will be, duly formed pursuant to the California
Revised Limited Partnership Act and is, or will be, validly
existing as a limited partnership in good standing under the
laws of the State of California with full power and authority
to own properties (or interests therein) and conduct its
business as described in the Prospectus.
(j) The person or persons who have signed this Dealer Manager
Agreement on behalf of each Series and the Fund Manager are
duly authorized so to sign, and this Dealer Manager Agreement
has been duly executed and delivered by, and is the valid,
legal and binding agreement of, each Series and the Fund
Manager enforceable in accordance with its terms.
(k) Each Series will disclose in each annual report distributed to
investors pursuant to Section 13(a) of the Securities Act of
1934 (the "1934 Act") a per Unit estimated value, the method
by which the estimated value was developed, and the date of
the data used to develop the estimated value.
3. Representations and Warranties of the Dealer-Manager. You represent and
warrant to and agree with each Series and the Fund Manager as follows:
(a) You are a member in good standing of the NASD, and will
maintain such membership throughout the term of this
Agreement.
(b) You will comply with all Federal laws pertaining to the sale
of securities, the laws of the jurisdictions in which you sell
the Units, the 1933 Act Rules and Regulations and the
Constitution, By-Laws and Rules of the Association of the
NASD, and Rule 15c2-4 under the 1934 Act as interpreted in
NASD Notice to Members 84-64 (which requires that during the
escrow period checks be transmitted by you to the escrow agent
as soon as practicable, but in any event by noon of the second
business day following receipt by you).
(c) You will make no sale of the Units unless such sale is
preceded or accompanied by the Prospectus.
(d) You will assist the Fund in qualifying or registering the
Units for sale under the laws of the State of California and
such other jurisdictions as to which you and the Fund Manager
shall mutually agree.
(e) You will (i) diligently make inquiries as required by law of
all prospective investors in order to ascertain whether a
purchase of Units is suitable for the investors and (ii)
inform each prospective investor of all pertinent facts
relating to the liquidity and marketability of the Units
during the term of the investment. In recommending a purchase,
sale or exchange of the Units you shall:
(1) have reasonable grounds to believe, on the basis of
information obtained from the participant concerning
his investment objectives, investment experience,
other investments, income, net worth, financial
situation and needs, and any other information known
by you, that:
3
(a) the participant is or will be in a financial
position appropriate to enable him to realize to
a significant extent the benefits described in
the Prospectus, including specifically the
Federal income tax benefits;
(b) the participant has a fair market net worth
sufficient to sustain the risks inherent in the
program, including loss of investment and lack of
liquidity;
(c) the participant meets the minimum income and net
worth standards established by the jurisdiction
in which such participant is a resident;
(d) the program is otherwise suitable for the
participant; and
(2) maintain in your files documents disclosing the basis
upon which the determination of suitability was
reached as to each participant for the longer of (i)
six years from the date of the investment; (ii) the
period prescribed by Rule 17a-4 under the 1934 Act;
or (iii) the period required by applicable state blue
sky laws.
(f) All Investor Forms and all subscription funds and Promissory
Notes received by you shall be promptly transmitted to USbank,
or such other bank as may be selected to act as escrow agent
for the Fund. As used herein, the term "promptly transmitted"
shall have the meaning set forth in Rule 15c2-4 under the 1934
Act.
(g) You will execute no transaction in a discretionary account
without prior written approval of the transaction by the
investor.
4. Sale of Units. On the basis of the representations and warranties herein
contained, but subject to the terms and conditions herein set forth, you agree
to sell the Units on a "best efforts" basis, as agent for the Fund. You are
authorized to enlist other members of the NASD ("Soliciting Dealers"),
acceptable to the Fund to sell the Units. As compensation for these services,
the Fund agrees that it will pay you a retail selling commission in an amount
equal to 7% of the offering price of the Units sold pursuant to the terms of
this Agreement, a Dealer-Manager fee of 2% of the offering price of the Units
sold pursuant to the terms of this Agreement and a nonaccountable expense
reimbursement in an amount equal to 1% of the offering price of the Units sold
pursuant to the terms of this Agreement. You will pay wholesaling compensation
to your personnel, and your overhead costs attributable to underwriting
activities, out of the commissions, fees and expense reimbursements you will
receive hereunder. In no event will the aggregate amount of all selling
compensation paid in connection with the offering exceed a total equal to 10% of
the Gross Proceeds, plus an additional one-half of 1% as provided in the
following sentence. The Fund may, in the Fund Manager's discretion, reimburse
the Soliciting Dealers for their bona fide and accountable expenses for due
diligence purposes, in an amount not to exceed one-half of l% of the offering
price of the Units sold pursuant to this Agreement. As part of the selling
compensation described above, a Series may establish sales incentive programs as
described in the Prospectus, subject to the prior review and approval of the
NASD and compliance with all applicable NASD rules and procedures.
Notwithstanding the preceding, as described more fully in the Prospectus under
the caption "Terms of the Offering and Plan of Distribution," the retail selling
commission payable in connection with subscriptions for $100,000 or more of the
Units in one or more Series or other syndications sponsored by the Sponsor will
be determined in accordance with the following schedule:
4
Amount of Subscription by any Selling Commission on the
"Purchaser"(1) Offering Price
$100,000 to $199,000 5.5%
$200,000 to $299,000 4.5%
$300,000 to $399,000 3.5%
$400,000 to $499,000 2.5%
$500,000 and over 1.5%(2)
------------------
(1) As defined in the Prospectus under "Terms of the Offering and Plan of
Distribution."
(2) Provided that the Fund and the Fund Manager may further reduce the
retail selling commission with respect to subscriptions to $500,000 and
over, but any such reduction will be the same for investors making
investments of substantially the same size.
and provided, further, that all selling compensation may be reduced with respect
to investments by certain investors, as set forth in the Prospectus under "Terms
of the Offering and Plan of Distribution."
The Fund further agrees that it will pay the retail selling commissions,
Dealer-Manager fee and expense reimbursements with respect to the purchase price
of each Unit in a Series upon (a) the release to the Series from the escrow
account in which they are to be deposited the subscription proceeds attributable
to such Unit and (b) the admission of the purchaser of such Unit as a limited
partner of the Series. It is expressly understood and agreed that the Fund
Manager has reserved the right to accept or reject any subscriptions for Units
as set forth in the Prospectus and no retail selling commission, Dealer-Manager
fee or expense reimbursement will be payable to you or any of the Soliciting
Dealers with respect to the tender of any subscription which is rejected by you
or the Fund Manager as aforesaid. Similarly, in the event a Series shall not
receive in cash the full amount of the public offering price of a Unit, whether
by reason of the failure of the subscriber to pay the amounts required under his
Promissory Note or otherwise, no retail selling commission, Dealer-Manager fee
or expense reimbursement in respect of the unpaid public offering price shall be
payable to you or any of the Soliciting Dealers. Furthermore, no subscription
may be deemed binding until at least five days after delivery of a Prospectus to
the subscriber. Moreover, in the event of the failure of you and the Soliciting
Dealers to sell at least 1,400 of the Units offered in a Series prior to the
termination of that Series offering by the Fund Manager, neither the Fund
Manager nor any Series shall have any liability for the payment of any
commissions or fees hereunder.
5. Certain Covenants of Each Series and the Fund Manager. Each Series and
the Fund Manager covenant and agree with you as follows:
(a) The Fund will not at any time file or make any amendment or
supplement to the Registration Statement or Prospectus of
which you shall not have previously been advised and furnished
a copy, or to which you shall object in writing.
(b) The Fund will advise you immediately, and confirm the advice
in writing, (i) when the Registration Statement shall have
become effective with the Commission, (ii) when any
post-effective amendment to the Registration Statement shall
have become effective, or any supplement to the Prospectus or
any amended Prospectus shall have been filed, (iii) of any
request of the Commission for amendment or supplementation of
the Registration Statement or Prospectus or for additional
information, and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of
any preliminary prospectus, or of the suspension of the
qualification or registration of the Units for offering or
sale in any jurisdiction, or of the institution of any
proceedings for any such purposes. The Fund will use its best
efforts to prevent the issuance of any such stop order or of
any order preventing or suspending such use and to obtain as
soon as possible the lifting thereof, if issued.
5
(c) The Fund will deliver to you without charge, and when
requested, such number of copies of the preliminary and
amended preliminary prospectus, and the Prospectus (as
supplemented or amended, if the Fund shall have made any
supplements or amendments to the Prospectus) as you may
reasonably request.
(d) The Fund will comply to the best of its ability with the 1933
Act and the 1933 Act Rules and Regulations so as to permit the
continuance of sales of and dealings in the Units under the
1933 Act. If at any time when a prospectus is required to be
delivered under the 1933 Act, an event shall have occurred as
a result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein not untrue
or misleading or to make the Prospectus comply with the 1933
Act, the Fund will notify you promptly thereof and will
furnish to you an amendment or supplement which will correct
such statement in accordance with the requirements of Section
10 of the 1933 Act.
(e) The Fund will use its best efforts to qualify or register the
Units for sale under the laws of the State of California and
such other jurisdictions as to which the Fund Manager and you
shall mutually agree and will comply to the best of its
ability with such laws so as to permit the continuance of
sales of and dealings in the Units thereunder.
(f) The Fund will furnish to you copies of all such documents,
reports and information as shall be of general interest and
are furnished by the Fund to investors in the Units generally.
(g) The Fund and the Fund Manager will pay and bear all costs and
expenses in connection with the preparation, printing and
filing of the Registration Statement, preliminary and amended
preliminary prospectus and Prospectus, including fees of legal
counsel for the Fund, the qualifying or registering of the
Units under the laws of certain jurisdictions as aforesaid,
including filing fees and fees and disbursements of counsel in
connection therewith, and the cost of furnishing to you and
the Soliciting Dealers copies of the Registration Statement,
preliminary and amended preliminary prospectus and Prospectus
as herein provided.
6. Conditions to Dealer-Manager's Obligations. Within a period of five days
after the effective date of the Prospectus (the "Effective Date"), there shall
be furnished to you the following:
(a) The favorable opinion of Xxxxxxxxx & Xxxxxxxxxx, counsel for
the parties to this Agreement, in form and substance
satisfactory to you, respecting certain matters arising under
Federal securities laws.
(b) A certificate, dated the Effective Date, signed by or on
behalf of the Fund Manager, to the effect that (i) the
representations and warranties of each Series and the Fund
Manager contained in this Agreement are correct; and (ii) the
signers of said certificate have carefully examined the
Registration Statement and the Prospectus, and in their
opinion (A) neither the Registration Statement nor the
Prospectus contains any untrue statement of a material fact
or omits to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading, and (B) there are no material legal or
governmental proceedings to which the Fund Manager or any
Series is a party or of which the business or assets of any
such person are the subject which are not disclosed in the
Registration Statement and the Prospectus.
(c) A letter addressed to you from XXX Xxxxxxx, LLP dated not
earlier than the business day immediately preceding the
Effective Date, stating that:
(i) With respect to each Series and the Fund Manager they
are "independent public accountants" as such term is
defined in the 1933 Act and the 1933 Act Rules and
6
Regulations, and they were not employed by any such
person on a contingent basis and they (and their
partners and associates individually) do not, either
at the time of the preparation of financial
statements reported upon by them or at any time
thereafter, have substantial interest in any Series
or the Fund Manager or any parent of any such person
(as such term is defined in Rule 405 of the 1933 Act
Rules and Regulations) or have any connection with
any such person as a promoter, underwriter, voting
trustee, director, officer, partner or employee.
(ii) In their opinion, the balance sheets reported upon by
them and included in the Registration Statement
comply in all material respects with all of the
accounting requirements contained in the 1933 Act and
the 1933 Act Rules and Regulations with respect to
Registration Statements on Form S-11.
(iii) On the basis of inquiries of officers of the Fund
Manager responsible for financial and accounting
matters and such other procedures as they have deemed
adequate in connection with said opinion, nothing has
come to their attention which caused them to believe
that at a specific date within five days of the date
of such letter there was any material change from
amounts shown on the balance sheets included in the
Prospectus except in all instances for changes or
decreases which the Prospectus discloses have
occurred or may occur.
7. Indemnification.
(a) The Fund shall indemnify and hold you and any Soliciting
Dealers harmless against any losses, claims, damages or
liabilities, joint or several:
(i) to which you or any Soliciting Dealer may become
subject under the 1933 Act, the 1934 Act, the various
state securities laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any
material fact contained in the Registration
Statement, the Prospectus or in any sales literature
furnished by the Fund, or arise out of or are based
upon the omission or alleged omission to state
therein a material fact required to be stated therein
or necessary to make the statements therein in light
of the circumstances under which they were made, not
misleading; or
(ii) to which you or any Soliciting Dealer may become
subject due to the misrepresentation by the Fund or
its agents (other than you or any Soliciting Dealer)
of material facts in connection with the sale of the
Units, unless the misrepresentation of such material
facts was the direct result of misleading information
provided to the Fund by you or any Soliciting Dealer;
or
(iii) to which you or any Soliciting Dealer may become
subject as a result of any breach by the Fund of the
representations, warranties or agreements contained
herein.
The Fund will reimburse you and any Soliciting Dealers for any
legal or other expenses reasonably incurred in connection with
investigating or defending any such loss, claim, damage or
liability (or actions in respect thereof); provided, however,
that the Fund shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the
Registration Statement, the Prospectus, or in any sales
literature, in reliance upon and in conformity with written
information furnished to the Fund by you or any Soliciting
Dealer specifically for use in the preparation thereof. This
7
indemnity agreement shall be in addition to any liabilities
which the Fund may otherwise have in connection with this
offering. The foregoing indemnity agreement shall extend upon
the same terms and conditions to, and shall inure to the
benefit of, each person, if any, who controls you or any
Soliciting Dealer within the meaning of the 1933 Act.
Notwithstanding the foregoing provisions of this Section 7(a),
neither you, any Soliciting Dealer nor any controlling person
thereof shall be indemnified for any losses, liabilities or
expenses arising from or out of an alleged violation of
Federal or state securities laws unless (i) there has been a
successful adjudication on the merits of each count involving
alleged securities law violations as to the particular
indemnitee and the court approves indemnification of
litigation costs, or (ii) such claims have been dismissed with
prejudice on the merits by a court of competent jurisdiction
as to the particular indemnitee and the court approves
indemnification of litigation costs, or (iii) a court of
competent jurisdiction approves a settlement of the claims
against a particular indemnitee and finds that indemnification
of the settlement and related costs should be made. In any
claim for indemnification for Federal or state securities law
violations, the party seeking such indemnification shall place
before the court the positions of the Securities and Exchange
Commission, the California Commissioner of Corporations, and
any other state securities administrator whose rules require
such disclosure with respect to the issue of indemnification
for securities law violations, provided that at least one of
the investors has an address in such state.
(b) You agree and each Soliciting Dealer will agree to indemnify
and hold harmless each Series and the Fund Manager against any
losses, claims, damages or liabilities, joint or several, to
which any Series or the Fund Manager may become subject, under
the 1933 Act, the 1934 Act, the various state securities laws,
or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement, the Prospectus, or in any sales literature, or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration
Statement, the Prospectus, or in any sales literature, in
reliance upon and in conformity with written information
furnished by you or such Soliciting Dealer specifically for
use in the preparation thereof, or any breach by you or such
Soliciting Dealer, as the case may be, of your or its
respective representations, warranties or agreements contained
herein or in a Soliciting Dealers Agreement between you and
the Soliciting Dealer; and you and such Soliciting Dealer will
reimburse each Series and the Fund Manager for any legal or
other expenses reasonably incurred in connection with
investigating or defending any such loss, claim, damage or
liability (or action in respect thereof). This indemnity
agreement shall be in addition to any liabilities which you or
any Soliciting Dealer may otherwise have in connection with
this offering. The foregoing indemnity agreement shall extend
upon the same terms and conditions to, and shall inure to the
benefit of, each person, if any, who controls each Series and
the Fund Manager within the meaning of the 1933 Act.
(c) Promptly after receipt by an indemnified party of notice of
the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the
indemnifying party under subparagraphs (a) and (b) of this
Paragraph 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability
8
which it may have to any indemnified party otherwise than
under such subparagraph. In case any such action shall be
brought against such indemnified party, and it shall notify
the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and,
to the extent that it shall wish, jointly with any other
indemnifying party, similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnifying and
indemnified parties, and after the indemnified party shall
have received notice from the agreed upon counsel that the
defense has been so assumed, in the event that the indemnified
party nonetheless elects to participate in the defense of any
such action for any reason other than the presence of a
conflict of interest, the indemnifying party shall not be
responsible for any legal or other expenses subsequently
incurred by such indemnified party in connection with the
defense thereof.
8. Applicable Law. This Agreement shall be construed in accordance with the
laws of the State of California.
9. Notices. Except as otherwise provided in this Agreement, (a) whenever
notice is required by the provisions of this Agreement to be given to the Fund,
a Series or the Fund Manager, such notice shall be in writing addressed to such
person or persons, as the case may be, at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx
Xxxx, Xxxxxxxxxx 00000 and (b) whenever notice is required by the provisions of
this Agreement to be given to the Dealer-Manager or the Soliciting Dealers, such
notice shall be in writing addressed to you at 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx Xxxx, Xxxxxxxxxx 00000.
10. Benefit. This Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto.
11. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Partnership Agreement.
If the foregoing correctly sets forth your understanding, please so
indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement between us.
Very truly yours,
WNC HOUSING TAX CREDIT FUND VI, L.P.,
SERIES 9 THROUGH SERIES 14
By: WNC & Associates, Inc.,
General Partner
By: /s/XXXXXXX X. XXXXXX, XX.,
--------------------------
Xxxxxxx X. Xxxxxx, Xx.,
President
Accepted this _____ day of ________, 2001:
WNC CAPITAL CORPORATION,
Dealer-Manager
By: /s /XXXXXXX X. XXXXXX, XX.
--------------------------
Xxxxxxx X. Xxxxxx, Xx.,
President
By: /S/XXXXXXX X. XXXXXXXX,
-----------------------
Xxxxxxx X. Xxxxxxxx,
Vice President
9
