WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14
SELECTED DEALERS AGREEMENT
Irvine, California
___________, 2005
Ladies and Gentlemen:
The undersigned, WNC Capital Corporation (the "Dealer-Manager"), has
entered into an agreement (the "Dealer Manager Agreement") with 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 which the undersigned has agreed to use
its best efforts to form and manage, as Dealer-Manager, a group of securities
dealers (the "Soliciting Dealers") for the purpose of soliciting offers for the
purchase of units of limited partnership interest ("Units") in the Fund. The
terms of the offering are set forth in the Fund's Registration Statement on Form
S-11 which was filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "1933
Act"). 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." The terms used but not otherwise defined in
this Agreement have the same meanings as in the Partnership Agreement.
You are invited to become one of the Soliciting Dealers and by your
confirmation hereof you agree to act in such capacity and to use your best
efforts, in accordance with the following terms and conditions, to find
purchasers for the Units.
1. You hereby confirm that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD").
2. You hereby agree to solicit, as an independent contractor and not as
our agent or as an agent of the Fund or the Fund Manager, persons acceptable to
the Fund Manager to enter into the Investor Form in the form attached to the
Prospectus. All subscription checks shall be payable to "USbank - WNC/HTCFVI
13/14." All Investor Forms and all subscription checks and Promissory Notes
received by you with respect to any Investor Form shall be transmitted to
USbank. All check transmittal procedures followed by you in connection with the
offering of the Units shall comply with Rule 15c2-4 adopted by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), as interpreted in NASD Notice to Members 84-64. In connection
with the foregoing: (i) any subscriber's check received by you which is not made
payable to the Escrow Agent shall be returned by you to such subscriber by not
later than the end of the next business day following its receipt, and (ii) each
subscriber's Investor Form, check and Promissory Note, if any, received by you
shall be transmitted by you to the Escrow Agent as soon as possible, but in any
event by the end of the next business day following your receipt thereof if your
internal supervisory review is conducted at the same location at which
subscription documents and checks are received, or if your final internal
supervisory review is conducted at another location, you will transmit such
Investor Form, check and Promissory Note, if any, to your office conducting such
final internal supervisory review (the "Final Review Office") by the end of the
next business day following your receipt thereof and the Final Review Office
will in turn transmit the same to the Escrow Agent by the end of the next
business day following its receipt. No subscription to a Series shall be
effective unless and until accepted by the Fund Manager, and in no event may a
subscription be deemed binding until at least five days after delivery of a
Prospectus to the subscriber.
You agree that 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:
(a) 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:
(i) 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;
(ii) 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;
(iii) the participant meets the minimum income and net worth
standards established by the jurisdiction in which such
participant is a resident;
(iv) the program is otherwise suitable for the participant; and
(b) maintain in your files copies of all Investor Forms and 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 investment, (ii) the period prescribed by Rule 17a-4 under
the 1934 Act, or (iii) the period required by applicable state blue
sky laws;
(c) execute no transaction in a discretionary account without prior
written approval of the transaction by the investor;
(d) make no sale of the Units unless such sale is preceded or accompanied
by a Prospectus; and
(e) comply in all respects with the Conduct Rules of the NASD in the
conduct of the offering of Units.
Furthermore, you expressly agree to be bound by the escrow agreement
between the Fund and the Escrow Agent.
Each subscription to a Unit solicited by you will be strictly subject
to confirmation by us and acceptance thereof by the Fund Manager and we, and
each Series and the Fund Manager reserve the right in our and their uncontrolled
discretion to reject any such subscription and to accept or reject subscriptions
in the order of their receipt by a Series or otherwise. A sale of a Unit in any
Series shall be deemed to be completed only after (i) the Escrow Agent receives
a properly completed Investor Form from the Soliciting Dealer, together with
payment of the full purchase price of each purchased Unit from a buyer who
satisfies each of the terms and conditions of the Registration Statement and
Prospectus; and (ii) such subscription has been accepted by the Fund Manager.
Neither you nor any other person is authorized to give any information or make
any representation other than those contained in the Prospectus or in any
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supplemental sales literature furnished by the Dealer-Manager or the Fund for
use in making solicitations in connection with the offer and sale of the Units.
Upon release by us, you may offer the Units at the public offering
price, subject to the terms and conditions hereof.
3. We understand that the Fund will provide you with such number of
copies of the Prospectus and such number of copies of amendments and supplements
thereto as you may reasonably request. In this connection, each Series and the
Fund Manager have represented and warranted to us that 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 rules and regulations
of the Commission under the 1933 Act (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. It is
understood by the Fund and the Fund Manager that the Conduct Rules of the NASD
require 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 that each Series and the Fund
Manager therefore have specifically represented and warranted to us that:
(i) all items of compensation payable to them and their 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 Tax 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 Summary" 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 - Lack of Liquidity of Investment" and "Transferability
of Units."
We also understand that the Fund may provide you with certain
supplemental sales material to be used by you in connection with the
solicitation of Units in the Fund. In the event you elect to use such
supplemental sales material, you agree that such material shall not be used in
connection with the solicitations of Units unless accompanied or preceded by the
Prospectus unless you are notified by us that such material has been prepared
and cleared for use in compliance with Rule 134 of the 1933 Act Rules and
Regulations.
We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the offering. We shall be
under no liability to you except for lack of good faith and for obligations
expressly assumed by us in this Agreement. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not
constitute, a waiver by you of compliance with any provision of the 1933 Act, or
the 1933 Act Rules and Regulations.
You confirm that you are familiar with Securities Act Release No. 4968
and Rule 15c2-8 under the 1934 Act, relating to the distribution of preliminary
and final prospectuses, and confirm that you have complied and will comply
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therewith. We will make available to you, to the extent they are made available
to us by the Fund, such number of copies of the Prospectus as you may reasonably
request for the purposes contemplated by the 1933 Act and the 1933 Act Rules and
Regulations.
You agree that you will exercise due diligence in determining that all
material facts are adequately and accurately disclosed in the Prospectus. For
purposes of compliance with the NASD's Conduct Rules regarding due diligence, it
is understood and agreed that you may rely upon the results of an inquiry
conducted by another member or members of the NASD, provided that:
(i) you have reasonable grounds to believe that such inquiry was conducted
with due care;
(ii) the results of the inquiry were provided to you with the consent of
the member or members conducting or directing the inquiry; and
(iii) no member that participated in the inquiry is a sponsor of the Fund
or an Affiliate of such sponsor.
4. Except as otherwise set forth in the Prospectus under the caption
"Terms of the Offering and Plan of Distribution" with respect to volume
discounts, we will be entitled to receive from the Fund a retail selling
commission equal to 7% of the Gross Proceeds. For your services hereunder,
subject to the condition that subscriptions for a minimum of 1,400 Units have
been received and accepted by a Series prior to the termination date of such
Series' offering, you will receive from us a retail selling commission of up to
7% (subject to reduction as aforesaid for volume discounts) of the Gross
Proceeds from all subscriptions solicited by you and accepted by the Fund
Manager. No other payment or reimbursement of selling compensation or expenses
will be made hereunder unless and until we have executed an addendum to this
Agreement setting forth the terms of such payment or reimbursement.
In the event that a sale of Units for which you have solicited a
subscription shall not occur, whether by reason of the failure of any condition
specified herein or in the Investor Form or the Dealer Manager Agreement,
rejection of the subscription by the Fund Manager or otherwise, no payment with
respect to such Unit shall be made to you. Further, it is understood and agreed
that we shall be under no obligation to make payment to you, and you expressly
waive payment, of any commission hereunder except to the extent that we shall
have first received from the Fund the selling commission to which we are
entitled in connection with the subject transaction. In this regard we note that
no commissions shall be payable with respect to the portion of the purchase
price for a Unit paid for by a Promissory Note until such time as the Promissory
Note has been paid in full. Any payment to you will be payable only with respect
to transactions lawful in the jurisdictions where they occur.
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 will be determined in
accordance with the following schedule:
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)
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(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.
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and provided, further, that the commission 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."
Furthermore, we as Dealer-Manager may, in our discretion, reduce the
selling commissions otherwise payable in connection with any investment in Units
by a Soliciting Dealer or any Affiliate or employee of the foregoing, or certain
other investors as discussed in the Prospectus under the caption "Terms of the
Offering and Plan of Distribution - Purchases at No Commission." Any such
reduction will only be made if and to the extent that the Soliciting Dealer
which would otherwise be entitled to a selling commission on any such
transaction agrees to such reduction. Therefore, we will by separate letter
agreement establish the amount of selling commission reduction, if any, on
transactions for which you would otherwise be entitled to the full selling
commission, but which are eligible for the reduction. It shall be your
responsibility to notify your Affiliates and employees in this regard.
As described in the Prospectus, we may from time to time during the
offering establish a sales incentive bonus program, subject to prior NASD
approval and compliance with all applicable NASD rules and procedures. By your
execution hereof you expressly agree to the terms of any such sales incentive
bonus program, unless you notify us that you do not wish to participate in any
such program. It shall be your responsibility to notify your Affiliates and
employees if you choose not to participate in any sales incentive program.
5. This Agreement may be terminated by us at any time upon five days'
written notice to you.
6. In soliciting persons to acquire the Units, you agree to comply with
any applicable requirements of the 1933 Act, the 1933 Act Rules and Regulations,
the 1934 Act, the published rules and regulations thereunder and the Conduct
Rules of the NASD and, in particular, you agree that you will not give any
information or make any representation other than those contained in the
Prospectus and in any supplemental sales literature furnished to you by the Fund
or us for use in making such solicitations. You further confirm and agree that,
in connection with any assistance you may provide in the sale or transfer of
Units, you will fulfill your obligations pursuant to Sections (b)(2)(B) and
(b)(3)(D) of Rule 2810 of the Conduct Rules of the NASD.
7. We assume no obligation or responsibility in respect of the
qualification of the Units under the laws of any jurisdiction. The Blue Sky
Memorandum enclosed, or to be promptly furnished to you, indicates the states in
which it is believed by the Fund that the Units are exempt from, or have been
qualified under, the applicable state securities or "blue sky" laws and the
restrictions, if any, on the rights of dealers to solicit sales thereof. It is
understood that under no circumstances will you engage in any activities
hereunder in any state which is not listed in said Blue Sky Memorandum as a
state in which the Units are exempt from, or qualified under, the state
securities or "blue sky" laws. Solicitations are to be made only by Soliciting
Dealers qualified to act as such for such purpose within the states in which
they make such solicitations.
8. Nothing contained herein shall constitute the Soliciting Dealers and
us, or any of them, an association, partnership, unincorporated business, or
other separate entity. We shall be under no liability to make any payment to you
except out of funds received by us from the Fund as hereinabove provided, and we
shall not be under any liability for or in respect of the value or validity of
the Investor Forms, the Units, or the performance by anyone of any agreement on
its part, or for, or in respect of any matters connected with this Agreement,
except for lack of good faith, and for obligations expressly assumed by us in
this Agreement.
9. It is expressly understood that the Dealer-Manager may cooperate
with other broker dealers who are licensed members of the NASD, registered as
broker-dealers with the Commission and duly licensed by the appropriate
regulatory agency of each state in which they will offer and sell the Units of
the Fund. Such other NASD members may be employed by the Dealer-Manager as
Soliciting Dealers on terms and conditions identical or similar to this
Agreement and shall receive such rates of commission as are agreed to between
the Dealer-Manager and the respective other Soliciting Dealers and as are in
accordance with the terms of the Registration Statement, and to that extent such
other Soliciting Dealers shall compete with you in the sale of the Units.
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10. Under the Dealer Manager Agreement, each Series has agreed to
indemnify us, the Soliciting Dealers and each person, if any, who controls us or
any Soliciting Dealer within the meaning of the 1933 Act against certain
liabilities under the 1933 Act. Each Soliciting Dealer hereby agrees to
indemnify each Series and the Fund Manager as provided in Paragraph 7 of the
Dealer Manager Agreement and to indemnify us and each other Soliciting Dealer to
the same extent and in the same manner as such Soliciting Dealer agrees to
indemnify each Series and the Fund Manager. In the execution of the Dealer
Manager Agreement, we shall be deemed to have acted as a representative of each
of the Soliciting Dealers, and the Soliciting Dealers shall be deemed to be in
privity of contract with each Series and the Fund Manager.
11. Any notice from us to you as Soliciting Dealer shall be deemed to
have been duly given if mailed or telegraphed to you at your address set forth
below.
12. We hereby confirm that the use of the Promissory Notes on the terms
set forth in the Prospectus does not constitute an extension of credit
prohibited by Sections 7(c) and 11(d)(1) of the Securities Exchange Act of 1934,
as amended, or Regulation T adopted by the Board of Governors of the Federal
Reserve System.
Please confirm this agreement to solicit persons to acquire Units on
the foregoing terms and conditions by signing and returning the form enclosed
herewith.
Very truly yours,
WNC CAPITAL CORPORATION
By:
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Xxxxxxx X. Xxxxxx, Xx.,
President
By:
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Xxxxxxx X. Xxxxxxxx,
Vice President
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WNC Capital Corporation
00000 Xxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
RE: WNC Housing Tax Credit Fund VI, L.P.,
Series 13 and Series 14
Ladies and Gentlemen:
The undersigned confirms its agreement to act as a Soliciting Dealer as
referred to in the foregoing Soliciting Dealers Agreement, subject to the terms
and conditions of such Agreement. The undersigned confirms that it is a member
in good standing of the National Association of Securities Dealers, Inc.
PLEASE NOTE: The undersigned further confirms that its registered
representatives (check one):
__ are authorized
__ are not authorized
to subscribe for Units for their own account on terms which include a reduction
of commissions otherwise payable on their investment, as described in the
Prospectus under "Terms of the Offering and Plan of Distribution."
Dated: ________, 200_
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(Print Name of Firm)
By:
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(Authorized Representative)
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(Print Name of Authorized Representative)
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(Address)
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(Phone Number)
Send Due Diligence Information To: Send Marketing Information To:
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Send Commission Checks To:
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