UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

~~[X]~~ x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ~~ACT OF 1934~~

~~For the~~ACT ~~fiscal~~OF ~~year ended March 31, 2013~~1934

For the fiscal year ended March 31, 2015

~~[ ]~~ o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number: 000-26869

WNC HOUSING TAX CREDIT FUND VI, L.P., Series 6

(Exact name of registrant as specified in its charter)

California	33-0761578
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

17782 Sky Park Circle
Irvine, CA	92614-6404
Address of principal executive offices)	(Zip Code)

(714) 662-5565

(Telephone number)

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to section 12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTEREST

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

~~Yes~~Yeso ~~[ ]~~Nox ~~No [X]~~

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

~~Yes [ ]~~Yeso Nox ~~No [X]~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ ~~[X] No [ ]~~

Yesx Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~Yes [X] No [ ]~~Yesx Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’'s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[X]~~x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated ~~filer [ ]~~ filero Accelerated ~~filer [ ]~~ filero Non-accelerated ~~filer [X]~~ filerx Smaller reporting ~~company [ ]~~companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~Yes~~Yeso ~~[ ]~~Nox ~~No [X]~~

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

INAPPLICABLE

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

NONE

TABLE OF CONTENTS

		Page

Part I

Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 5b.	Use of Proceeds	18
Item 5c.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	18
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Item 9A.	Controls and Procedures	46
Item 9B.	Other Information	47

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	47
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
Item 13.	Certain Relationships and Related Transactions, and Director Independence	53
Item 14.	Principal Accountant Fees and Services	53

Part IV

Item 15.	Exhibits and Financial Statement Schedules	54
Signatures		63

		Page
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	30
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	Principal Accountant Fees and Services	36
Part IV
Item 15.	Exhibits and Financial Statement Schedules	37
Signatures		47

PART I.

Item 1. Business

Organization

WNC Housing Tax Credit Fund VI, L.P., Series 6 (the “Partnership”) is a California Limited Partnership formed under the laws of the State of California on March 3, 1997. The Partnership was formed to acquire limited partnership interests in other limited partnerships or limited liability companies (“"Local Limited Partnerships”") which own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complexes. Each Local Limited Partnership is governed by its agreement of limited partnership or limited liability company operating agreement (the “Local Limited Partnership Agreement”).

The general partner of the Partnership is WNC & Associates, Inc. (“Associates” or the “General Partner”). The chairman and president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through the General Partner, as the Partnership has no employees of its own.

Pursuant to a registration statement prospectus and supplements thereto, filed with the U.S. Securities and Exchange Commission, on June 23, 1997, the Partnership commenced a public offering of 25,000 units of limited partnership interest (“"Partnership Units”") at a price of $1,000 per Partnership Unit. The offering of Partnership Units has concluded and 20,500 Partnership Units, representing subscriptions in the amount of $20,456,595, net of discounts of $16,100 for volume purchases and dealer discounts of $27,305 had been accepted. As of March 31, 2015 and 2014, a total of 20,460 and 20,480 Partnership Units, respectively, remain outstanding. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. ~~As of March 31, 2013, a total of 20,495 Partnership Units remain outstanding.~~ The investors in the Partnership (“Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments.

The Partnership shall continue in full force and effect until December 31, 2052 unless terminated prior to that date pursuant to the Partnership Agreement (as defined below) or law.

Description of Business

The Partnership’'s principal business objective is to provide its Limited Partners with Low Income Housing Tax Credits. The Partnership’'s principal business therefore consists of investing as a limited partner or non-managing member in Local Limited Partnerships each of which will own and operate a Housing Complex which will qualify for the Low Income Housing Tax Credits. In general, under Section 42 of the Internal Revenue Code, an owner of low income housing can receive the Low Income Housing Tax Credits to be used to reduce Federal taxes otherwise due in each year of a ten-year credit period. Each Housing Complex is subject to a 15 year compliance period (the “Compliance Period”), and under state law may have to be maintained as low income housing for 30 or more years.

As a consequence of the provisions of tax law in effect for dispositions of buildings prior to August 2008, in order to avoid recapture of Low Income Housing Tax Credits, the Partnership expected that it would not dispose of its interests in Local Limited Partnerships (“Local Limited Partnership Interests”) or approve the sale by any Local Limited Partnership of its Housing Complex prior to the end of the applicable Compliance Period. That provision of law was amended in 2008 (i) to provide that there would be no recapture on sale of a Low Income Housing Tax Credit building during the Compliance Period if it were reasonable to expect at the time of sale that the building would continue to be operated as qualified low income housing (see “Exit Strategy” below) and (ii) to eliminate the possibility of posting a bond against potential recapture. The Partnership is seeking to sell its Local Limited Partnership Interests. Nonetheless, because of (i) the nature of the Housing Complexes and the Local Limited Partnership Interests, (ii) the difficulty of predicting the resale market for low income housing, (iii) the current economy, and (iv) the ability of lenders to disapprove of transfer, it is not possible at this time to predict whether the liquidation of the Partnership’'s assets and the disposition of the proceeds, if any, in accordance with the Partnership’'s Agreement of Limited Partnership dated March 3, 1997 (the “"Partnership Agreement”"), will be accomplished in the near term. Furthermore, the ~~recent~~ codification of the economic substance doctrine as part of 2010 legislation has created some uncertainty about the deductibility of losses from low income housing that is not generating Low Income Housing Tax Credits, and this could have an adverse effect on the resale market for Housing Complexes and Local Limited Partnership Interests. If a Local Limited Partnership Interest or the related Housing Complex is not sold, it is anticipated that the Local General Partner would continue to operate such Housing Complexes. Notwithstanding the preceding, circumstances beyond the control of the General Partner or the Local General Partners may occur during the ten-year credit delivery period and/or the Compliance Period, which would require the Partnership to approve the disposition of a Housing Complex prior to the end thereof, possibly resulting in recapture of Low Income Housing Tax Credits.

3The Partnership originally invested in fifteen Local Limited Partnerships, eight have been sold or otherwise disposed of as of March 31, 2015. Each of these Local Limited Partnerships owns or owned one Housing Complex that was eligible for the Federal Low Income Housing Tax Credit. Certain Local Limited Partnerships may also benefit from additional government programs promoting low- or moderate-income housing.

The Partnership originally invested in fifteen Local Limited Partnerships, one has been sold or otherwise disposed of as of March 31, 2013. Each of these Local Limited Partnerships owns or owned one Housing Complex that was eligible for the Federal Low Income Housing Tax Credit. Certain Local Limited Partnerships may also benefit from additional government programs promoting low- or moderate-income housing.4

Exit Strategy

The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.

Upon the sale of a Local Limited Partnership Interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period must satisfy the “reasonable belief” test outlined above to avoid recapture.

The following table reflects the 15-year Compliance Period of the ~~fourteen~~seven Housing Complexes:

Expiration Date for 15-year Compliance Period	~~Expiration Date for 15-year Compliance Period~~
Local Limited Partnership Name	~~Local~~Compliance ~~Limited~~Period ~~Partnership~~Expiration ~~Name~~Date	~~Compliance Period Expiration Date~~
Boonville Associates I, L.P.	~~Boonville Associates I, L.P.~~2016	~~2016~~
Brighton Ridge Apartments L.P.	~~Brighton Ridge Apartments L.P.~~2014	~~2014~~
Cotton Mill Elderly Living Center, L.P.	~~Cotton Mill Elderly Living Center, L.P.~~2016	~~2016~~
	Country Club Investors, L.P.	2013
St. Susanne Associates I, L.P.	2015
	Desloge Associates I, L.P.	2014
Summer Wood Ltd.	2014
	Kechel Towers, L.P.	2014
West Liberty Family Apartments, Ltd.	2017
	Ottawa I, L.P.	2013
West Mobile County Housing, Ltd.	2014
	Preservation Partners I, L.P.	2013
	St. Susanne Associates I, L.P.	2015
	Summer Wood Ltd.	2014
	United Development Co., L.P. – 97.0	2013
	Wagner Partnership 99 Limited Partnership	2016
	West Liberty Family Apartments, Ltd.	2017
	West Mobile County Housing, Ltd.	2014

With that in mind, the General Partner is continuing its review of the Housing Complexes, with special emphasis on the more mature Housing Complexes such as any that have satisfied the IRS compliance requirements. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, Partnership cash flow, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them or the applicable Local Limited Partnership Interests. The objective is to ~~maximize~~wind down the ~~Limited~~Partnership ~~Partners’~~after ~~return~~Low ~~wherever~~Income ~~possible and,~~Housing ~~ultimately,~~Tax toCredits ~~wind~~are ~~down~~no ~~the~~longer ~~Partnership~~available. Local Limited Partnership ~~interests~~Interests may be disposed of at any time by the General Partner in its discretion. While liquidation of the Housing Complexes or the applicable Local Limited Partnership Interests continues to be evaluated, the dissolution of the Partnership was not imminent as of March 31, ~~2013~~2015.

4The proceeds from the disposition of any Housing Complex will be used first to pay debts and other obligations per the applicable Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the applicable Local Limited Partnership Agreement.

The ~~proceeds~~ from the disposition of any of the Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any ~~significant~~ amounts of cash will be distributed to the ~~Partnership~~Limited Partnerships, as the proceeds first would be used to pay Partnership obligations and to ~~funding~~fund of reserves. Similarly, there can be no assurance that the Partnership will be able to sell its Local Limited Partnership Interests, or that cash therefrom would be available for distribution to the Limited Partners.

As of March 31, ~~2011~~2014, the Partnership had sold its Local Limited Partnership Interest in Trenton Village ~~Apts~~Apartments, L.P., LPOttawa I Limited Partnership and Preservation Partners I, L.P. The Partnership had also sold the Housing Complex of United Development Co., L.P-97.0. The Compliance Periods have been completed therefore there is no risk of recapture.

During the year ended March 31, 2015, the Partnership sold its Local Limited Partnership Interest in Kechel Tower, L.P. to an unrelated third party for $25,000. Kechel Tower, L.P. was appraised for $170,000 and had a mortgage note balance of $208,305 as of December 31, 2013. The Partnership used the cash proceeds to reimburse $22,000 to the General Partner or an affiliate for operating expenses that were paid on the Partnership’s behalf, with the remaining $3,000 retained in reserves for future operating expenses. The Partnership incurred $3,800 of sales related expenses which were netted against the proceeds from the sale in calculating the gain on the sale. The Partnership’s investment balance was zero; therefore a gain of $21,200 was recorded during the year ended March 31, 2015. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has been completed therefore there is no risk of recapture and investor approval is not required.

During the year ended March 31, 2015, the Partnership sold its Local Limited Partnership Interest in Country Club Investors, L.P. (“Country Club”) to an unrelated party for $353,573. Country Club was appraised for $3,075,000, and had a mortgage note balance of $2,039,251 as of December 31, 2013. The Partnership incurred approximately $14,893 in sales related expenses which were netted against the sale proceeds, resulting a gain on sale of $338,680. The Partnership used the cash proceeds to reimburse $143,573 to the General Partner or an affiliate for operating expenses that were paid on the Partnership’s behalf, $200,000 for accrued asset management fees, and the remaining $10,000 was retained in reserves for future operating expenses. No cash distribution was made to the Limited Partners. The Partnership’s investment balance was zero at the time of the sale. The Compliance Period has been completed therefore there is no risk of recapture.

During the year ended March 31, 2015, the Partnership sold its Local Limited Partnership Interest in Desloge Associates I, L.P. (“Desloge”) to an unrelated party for $26,001. Desloge was appraised for $144,329, and had a mortgage note balance of $437,109 as of December 31, 2013. The Partnership incurred approximately $1,474 in sales related expenses which were netted against the sale proceeds, resulting a gain on sale of $24,527. The Partnership used all of the cash proceeds to reimburse the General Partner or an affiliate for operating expenses that were paid on the Partnership’s behalf. No cash distribution was made to the Limited Partners. The Partnership’s investment balance was zero at the time of the sale. The Compliance Period has been completed therefore there is no risk of recapture.

During the year ended March 31, 2015, the Partnership sold its Local Limited Partnership Interest in Wagner Partnership 99 Limited Partnership (“Wagner”) to an unrelated party for $1. Wagner was appraised for $710,000, and had a mortgage note balance of $778,105 as of December 31, 2013. The Partnership incurred approximately $9,175 in sales related expenses which were netted against the sale proceeds, to calculate a loss on sale of $9,175. No cash distribution will be made to the Limited Partners as a result of this sale. The investment balance was zero at the time of sale. The Compliance Period for expires in 2015. The respective purchasers have guaranteed that the Local Limited Partnerships will stay in compliance with the Low Income Housing Tax Credit code, therefore there is no risk of recapture to the investors of the Partnership.

As of March 31, 2015, the Partnership has identified the following Local Limited Partnerships for possible disposition as listed in the table below.

Local Limited Partnerships	Appraisal value		Mortgage balance of Local Limited Partnership as of 12/31/2014		Estimated sales price		Estimated closing date
Cotton Mill Elderly Living Center, L.P.	$	115,000	$	611,837		*		*
Brighton Ridge Apartments, L.P.		1,490,000		312,802		*		*
St. Susanne Associates I, L.P.		550,000		613,060		*		*
Summer Wood Apartments Limited Partnership		250,000		875,841		*		*
West Liberty Family Apartments, Ltd.		290,000		1,179,176		*		*
West Mobile County Housing, LTD (1)		770,000		1,066,251		38,000	05/29/2015

*As of the date of this report, the sales price and closing date on sale cannot be determined.

The Compliance Period for Brighton Ridge Apartments, L.P, St. Susanne Associates I, L.P., Summerwood Apartments Limited Partnership and West Mobile Housing Ltd . has expired so there is no risk of tax credit recapture to the investors in the Partnerships and investor approval is not required. Cotton Mill Elderly will complete its Compliance Period in 2015. West Liberty Family Apartments, Ltd will complete its Compliance Period in 2017. Different options of guaranty for the Local Limited Partnership to stay in compliance with the Low Income Housing Tax Credit code have been negotiated with potential purchasers by the Partnership. Once the sales are finalized, the Partnership will use the cash proceeds to reimburse the General Partner or an affiliate for expenses paid on its behalf or pay accrued asset management fees. Any remaining proceeds will be placed in the Partnership’s reserves for future operating expenses. Upon the sale of the last remaining Local Limited Partnership, any cash remaining after all Partnership debts are paid would then be distributed to the Limited Partners.

(1)

Subsequent to March 31, 2015, the Partnership sold its Local Limited Partnership interest in West Mobile County Housing, LTD (“West Mobile”).West Mobile was appraised for $770,000. The Partnership received $38,000 in cash proceeds all of which will be used to reimburse the General Partner or affiliates for expenses paid on its behalf. The estimated gain on sale is $38,000. The investment balance was zero at the time of the sale of the Local Limited Partnership.

Item 1A. Risk Factors

Set forth below are the principal risks the Partnership believes are material to the Limited Partners. The Partnership and the Local Limited Partnerships operate in a continually changing business environment and, therefore, new risks emerge from time to time. This section contains some forward-looking statements. For an explanation of the qualifications and limitations on forward-looking statements, see Item 7.

a. Risks arising from the Internal Revenue Code rules governing Low Income Housing Tax Credits

Low Income Housing Tax Credits might not be available. If a Housing Complex does not satisfy the requirements of Internal Revenue Code Section 42, then the Housing Complex will not be eligible for Low Income Housing Tax Credits.

Low Income Housing Tax Credits might be less than anticipated. The Local General Partners will calculate the amount of the Low Income Housing Tax Credits. No opinion of counsel will cover the calculation of the amount of Low Income Housing Tax Credits. The IRS could challenge the amount of the Low Income Housing Tax Credits claimed for any Housing Complex under any of a number of provisions set forth in Internal Revenue Code Section 42. A successful challenge by the IRS would decrease the amount of the Low Income Housing Tax Credits from the amount paid for by the Partnership. ~~Although~~Even when each Housing Complex has completed its Compliance Period, the IRS generally can audit an information income tax return for a period of three years following the filing date of the return. A determination by the IRS that the amount of Low Income Housing Tax Credits taken for an open year could result in a recapture of credits with interest. If it does, recapture will be a portion of all Low Income Housing Tax Credits taken in prior years for that Housing Complex, plus interest. During the first 11 years of the Compliance Period, non-compliance results in one-third of the Low Income Housing Tax Credits up to that point for the particular Housing Complex being recaptured, plus interest. Between years 12 and 15, the recapture is phased out ratably.

~~Unless a bond is posted or a Treasury Direct Account is established,~~ Low Income Housing Tax Credits may be recaptured if Housing Complexes are not owned and operated for 15 years. Housing Complexes must comply with Internal Revenue Code Section 42 for the 15-year Compliance Period. Low Income Housing Tax Credits will be recaptured with interest to the extent that a Housing Complex is not rented as low income housing or in some other way does not satisfy the requirements of Internal Revenue Code Section 42 during the Compliance Period. ~~For example, unless a bond is posted or a Treasury Direct Account is established, recapture with interest would occur if:~~

● a Local Limited Partnership disposed of its interest in a Housing Complex during the Compliance Period, or ● the Partnership disposed of its interest in a Local Limited Partnership during the Compliance Period.

For these purposes, disposition includes transfer by way of foreclosure.

It will be up to the Partnership to determine whether to post a bond. There is no obligation under the agreements with the Local Limited Partnerships that the Local Limited Partnerships must do so.

There can be no assurance that recapture will not occur. If it does, recapture will be a portion of all Low Income Housing Tax Credits taken in prior years for that Housing Complex, plus interest. During the first 11 years of the Compliance Period, non-compliance results in one-third of the Low Income Housing Tax Credits up to that point for the particular Housing Complex being recaptured, plus interest. Between years 12 and 15, the recapture is phased out ratably.

Sales of Housing Complexes after 15 years are subject to limitations which may impact a Local Limited Partnership’s ability to sell its Housing Complex. Each Local Limited Partnership executes an extended low income housing commitment with the state in which the Housing Complex is located. The extended low income housing commitment states the number of years that the Local Limited Partnership and any subsequent owners must rent the Housing Complex as low income housing. Under Federal law, the commitment must be for at least 30 years. The commitment, actually agreed to, may be significantly longer than 30 years. In prioritizing applicants for Low Income Housing Tax Credits, most states give additional points for commitment periods in excess of 30 years. On any sale of the Housing Complex during the commitment period, the purchaser would have to agree to continue to rent the Housing Complex as low income housing for the duration of the commitment period. This requirement reduces the potential market, and possibly the sales price, for the Housing Complexes. The sale of a Housing Complex may be subject to other restrictions. For example, Federal lenders or subsidizers may have the right to approve or disapprove a purchase of a Housing Complex. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amount of cash will be distributed to the Limited Partners. As a result, a material portion of the Low Income Housing Tax Credits may represent a return of the money originally invested in the Partnership.

As part of the recently enacted health care legislation, Congress has codified the economic substance doctrine. Because of its recent enactment, the full reach of this provision is unclear. In ~~Inasmuch~~as much as Housing Complexes might offer no benefit to a purchaser other than tax benefits, it is possible that the economic substance doctrine could be interpreted to limit deduction of tax losses from Housing Complexes, which would be expected to have a significant adverse effect on the sale value of the Housing Complexes and the Local Limited Partnership Interests.

Limited Partners can only use Low Income Housing Tax Credits in limited amounts. The ability of an individual or other non-corporate Limited Partner to claim Low Income Housing Tax Credits on his individual tax return is limited. For example, an individual Limited Partner can use Low Income Housing Tax Credits to reduce his tax liability on:

	●		an unlimited amount of passive income, which is income from entities such as the Partnership, and
	●		$25,000 in income from other sources.

● an unlimited amount of passive income, which is income from entities such as the Partnership, and

● $25,000 in income from other sources.

However, the use of Low Income Housing Tax Credits by an individual against these types of income is subject to ordering rules, which may further limit the use of Low Income Housing Tax Credits. Some corporate Limited Partners are subject to similar and other limitations. They include corporations which provide personal services, and corporations which are owned by five or fewer shareholders.

Any portion of a Low Income Housing Tax Credit which is allowed to a Limited Partner under such rules is then aggregated with all of the Limited Partner’s other business credits. The aggregate is then subject to the general limitation on all business credits. That limitation provides that a Limited Partner can use business credits to offset the Limited Partner’s annual tax liability equal to $25,000 plus 75% of the Limited Partner’s tax liability in excess of $25,000. However, ~~business~~there ~~credits~~ may ~~not~~ be ~~used~~limits on the use of business credits to offset any alternative minimum tax. All of these concepts are extremely complicated.

b. Risks related to investment in Local Limited Partnerships and Housing Complexes

Because the Partnership has few investments, each investment will have a great impact on the Partnership’s results of operations. Any single Housing Complex experiencing poor operating performance, impairment of value or recapture of Low Income Housing Tax Credits will have a significant impact upon the Partnership as a whole.

The failure to pay mortgage debt could result in a forced sale of a Housing Complex. Each Local Limited Partnership leverages the Partnership’s investment therein by incurring mortgage debt. A Local Limited Partnership’s revenues could be less than its debt payments and taxes and other operating costs. If so, the Local Limited Partnership would have to use working capital reserves, seek additional funds, or suffer a forced sale of its Housing Complex, which could include a foreclosure. The same results could occur if government subsidies ceased. Foreclosure would result in a loss of the Partnership’s capital invested in the Housing Complex. Foreclosure could also result in a recapture of Low Income Housing Tax Credits, and a loss of Low Income Housing Tax Credits for the year in which the foreclosure occurs. If the Housing Complex is highly-leveraged, a relatively slight decrease in the rental revenues could adversely affect the Local Limited Partnership’s ability to pay its debt service requirements. Mortgage debt may be repayable in a self-amortizing series of equal installments or with a large balloon final payment. Balloon payments maturing prior to the end of the anticipated holding period for the Housing Complex create the risk of a forced sale if the debt cannot be refinanced. There can be no assurance that additional funds will be available to any Local Limited Partnership if needed on acceptable terms or at all.

The Partnership does not control the Local Limited Partnerships and must rely on the Local General Partners. The Local General Partners will make all management decisions for the Local Limited Partnerships and the Housing Complexes. The Partnership has very limited rights with respect to management of the Local Limited Partnerships. The Partnership will not be able to exercise any control with respect to Local Limited Partnership business decisions and operations. Consequently, the success of the Partnership will depend on the abilities of the Local General Partners.

Housing Complexes subsidized by other government programs are subject to additional rules which may make it difficult to operate and sell Housing Complexes. Some or all of the Housing Complexes receive or may receive government financing or operating subsidies in addition to Low Income Housing Tax Credits. The following are risks associated with some such subsidy programs:

● Obtaining tenants for the Housing Complexes. Government regulations limit the types of people who can rent subsidized housing. These regulations may make it more difficult to rent the residential units in the Housing Complexes. ● Obtaining rent increases. In many cases rents can only be increased with the prior approval of the subsidizing agency. ● Limitations on cash distributions. The amount of cash that may be distributed to owners of subsidized Housing Complexes is less than the amount that could be earned by the owners of non-subsidized Housing Complexes. ● Limitations on sale or refinancing of the Housing Complexes. A Local Limited Partnership may be unable to sell its Housing Complex or to refinance its mortgage loan without the prior approval of the lender. The lender may withhold such approval in the discretion of the subsidizer. Approval may be subject to conditions, including the condition that the purchaser continues to operate the property as affordable housing for terms which could be as long as 30 years or more. In addition, any prepayment of a mortgage may result in the assessment of a prepayment penalty. ● Limitations on transfers of interests in Local Limited Partnerships. The Partnership may be unable to sell its interest in a Local Limited Partnership without the prior approval of the subsidizer. The subsidizer may withhold such approval in the discretion of the subsidizer. Approval may be subject to conditions. ● Limitations on removal and admission of Local General Partners. The Partnership may be unable to remove a Local General Partner from a Local Limited Partnership except for cause, such as the violation of the rules of the subsidizer. Regulations may prohibit the removal of a Local General Partner or permit removal only with the prior approval of the subsidizer. Regulations may also require approval of the admission of a successor Local General Partner even upon the death or other disability of a Local General Partner. ● Limitations on subsidy payments. Subsidy payments may be fixed in amount and subject to annual legislative appropriations. The rental revenues of a Housing Complex, when combined with the maximum committed subsidy, may be insufficient to meet obligations. Congress or the state legislature, as the case may be, may fail to appropriate or increase the necessary subsidy. In those events, the mortgage lender could foreclose on the Housing Complex unless a workout arrangement could be negotiated. ● Possible changes in applicable regulations. Legislation may be enacted which adversely revises provisions of outstanding mortgage loans. Such legislation has been enacted in the past. ● Limited Partners may not receive distributions if Housing Complexes are sold. There is no assurance that Limited Partners will receive any cash distributions from the sale or refinancing of a Housing Complex. The price at which a Housing Complex is sold may not be high enough to pay the mortgage and other expenses which must be paid at such time. If that happens, a Limited Partner’s return may be derived only from the Low Income Housing Tax Credits and tax losses.

7● Obtaining rent increases. In many cases rents can only be increased with the prior approval of the subsidizing agency.

~~Uninsured casualties~~● ~~could~~Limitations ~~result~~on incash ~~losses and recapture~~distributions. ~~There~~The ~~are~~amount ~~casualties~~of ~~which~~cash ~~are~~that ~~either~~may uninsurable or not economically insurable. These include earthquakes, floods, wars and losses relating to hazardous materials or environmental matters. If a Housing Complex experienced an uninsured casualty, the Partnership could lose both its invested capital and anticipated profits in such property. Even if the casualty were an insured loss, the Local Limited Partnership might be ~~unable~~distributed to ~~rebuild~~owners ~~the destroyed property. A portion~~ of ~~prior~~subsidized ~~tax credits could be recaptured and future tax credits could be lost if the~~ Housing ~~Complex~~Complexes ~~were~~is ~~not~~less ~~restored within~~than ~~a reasonable period of time. And liability judgments against~~ the ~~Local~~amount ~~Limited~~that ~~Partnership~~ could ~~exceed~~be ~~available~~earned ~~insurance proceeds~~by ~~or otherwise materially and adversely affect~~ the ~~Local~~owners ~~Limited Partnership. The cost~~ of ~~liability~~non-subsidized ~~and~~Housing ~~casualty insurance has increased in recent years~~Complexes. ~~Casualty insurance has become more difficult to obtain and may require large deductible amounts.~~

~~Housing Complexes~~● ~~without~~Limitations ~~financing~~on sale or ~~operating~~refinancing ~~subsidies~~of ~~may~~the beHousing ~~unable to pay operating expenses~~Complexes. IfA a Local Limited Partnership ~~were~~ ~~unable~~may ~~to pay operating expenses, one result could~~ be aunable ~~forced~~to ~~sale~~sell of its Housing Complex. Ifor ato ~~forced~~refinance ~~sale~~its ~~occurs~~mortgage ~~during the~~loan ~~first~~without 15the ~~years~~prior ofapproval ~~a Housing Complex, a partial recapture~~ of ~~Low~~the ~~Income~~lender ~~Housing~~or ~~Tax~~state ~~Credits~~allocating ~~could occur~~agency. InThe ~~this~~lender ~~regard,~~or ~~some of~~state ~~the~~allocating ~~Local~~agency ~~Limited Partnerships~~ may ~~own~~withhold ~~Housing~~such ~~Complexes~~approval ~~which~~in ~~have no subsidies other than Low Income Housing Tax Credits. Those Housing Complexes do not have~~ the ~~benefit~~discretion of ~~below-market-interest-rate~~the ~~financing~~lender or ~~operating~~state ~~subsidies~~allocating ~~which often are important to the feasibility of low income housing~~agency. ~~Those~~Approval ~~Housing~~may ~~Complexes~~be ~~rely~~subject ~~solely on rents~~ to ~~pay~~conditions, ~~expenses.~~including ~~However,~~the ~~in order~~condition ~~for~~that ~~any~~the ~~Housing~~purchaser ~~Complex~~continues to beoperate ~~eligible~~the ~~for~~property ~~Low~~as ~~Income~~affordable ~~Housing~~housing ~~Tax~~for ~~Credits,~~terms itwhich ~~must~~could ~~restrict~~be ~~the~~as ~~rent~~long ~~which~~as ~~may~~30 beyears ~~charged to~~or ~~tenants~~more. ~~Over~~In ~~time~~addition, ~~the~~any ~~expenses~~prepayment of a ~~Housing~~mortgage ~~Complex will increase. If a Local Limited Partnership cannot increase its rents, it~~ may beresult ~~unable~~in tothe ~~pay~~assessment ~~increased~~of ~~operating~~a ~~expenses~~prepayment penalty.

~~The Partnership’s~~● ~~investment~~Limitations ~~protection~~on ~~policies~~transfers ~~will be worthless if the net worth~~ of ~~the~~interests in Local ~~General~~Limited ~~Partners is not sufficient to satisfy their obligations~~Partnerships. ~~There~~The isPartnership amay ~~risk that the Local General Partners will~~ be unable to ~~perform~~sell ~~their~~its ~~financial~~interest ~~obligations to~~in ~~the Partnership. The General Partner has not established~~ a ~~minimum net worth requirement for the~~ Local ~~General~~Limited ~~Partners.~~Partnership ~~Rather, each~~without ~~Local General Partner demonstrates a net worth which~~ the ~~General~~prior ~~Partner~~approval ~~believes is appropriate under the circumstances. The assets~~ of the ~~Local~~lender ~~General~~or ~~Partners~~state ~~are~~allocating ~~likely to consist primarily of real estate holdings and similar assets~~agency. The ~~fair market~~lender ~~value~~or ofstate ~~these~~allocating ~~types~~agency ofmay ~~assets~~withhold issuch ~~difficult~~approval toin ~~estimate.~~the ~~These~~discretion ~~types~~ of ~~assets cannot be readily liquidated to satisfy~~ the ~~financial~~lender ~~guarantees and commitments which the Local General Partners make to the Partnership. Moreover, other creditors may have claims on these assets. No escrow accounts~~ or ~~other~~state ~~security~~allocating ~~arrangements will be established to ensure performance of a Local General Partner’s obligations~~agency. ~~The~~Approval ~~cost to enforce a Local General Partner’s obligations~~ may be ~~high.~~subject ~~If a Local General Partner does not satisfy its obligations the Partnership may have no remedy, or the remedy may be limited~~ to ~~removing the Local General Partner as general partner of the Local Limited Partnership~~conditions.

~~Fluctuating economic~~● ~~conditions~~Limitations ~~can~~on ~~reduce~~removal ~~the~~and ~~value~~admission of ~~real~~Local ~~estate~~General Partners. The Partnership’s ~~principal~~may ~~business~~be ~~objective~~unable isto ~~providing its~~remove ~~Limited~~a ~~Partners~~Local ~~with~~General ~~Low~~Partner ~~Income~~from ~~Housing~~a ~~Tax~~Local ~~Credits,~~Limited ~~not~~Partnership ~~the~~except ~~generation~~for ofcause, ~~gains~~such ~~from~~as the ~~appreciation~~violation of ~~real~~the ~~estate~~rules ~~held by~~of the ~~Local Limited Partnerships~~subsidizer. InRegulations ~~its~~may ~~financial~~prohibit ~~statements,~~ the ~~Partnership~~removal ~~has~~of ~~carried~~a ~~its investments in~~ Local ~~Limited~~General ~~Partnerships at~~Partner ~~values equal to~~ or ~~less~~permit ~~than~~removal ~~the~~only ~~sum~~with of the ~~total~~prior ~~amount~~approval of the ~~remaining~~subsidizer. ~~future~~Regulations ~~Low~~may ~~Income~~also ~~Housing~~require ~~Tax~~approval ~~Credits~~of ~~estimated~~the ~~to be~~admission ~~allocated~~of toa ~~the~~successor ~~Partnership~~Local ~~and~~General ~~the~~Partner ~~estimated~~even ~~residual~~upon ~~value to~~ the ~~Partnership~~death ofor ~~its~~other ~~interests~~disability inof ~~the~~a Local ~~Limited~~General ~~Partnerships~~Partner.

●

Limitations on subsidy payments. Subsidy payments may be fixed in amount and subject to annual legislative appropriations. The rental revenues of a Housing Complex, when combined with the maximum committed subsidy, may be insufficient to meet obligations. Congress or the state legislature, as the case may be, may fail to appropriate or increase the necessary subsidy. In those events, the mortgage lender could foreclose on the Housing Complex unless a workout arrangement could be negotiated.

●	Possible changes in applicable regulations. Legislation may be enacted which adversely revises provisions of outstanding mortgage loans. Such legislation has been enacted in the past.

●

Limited Partners may not receive distributions if Housing Complexes are sold. There is no assurance that Limited Partners will receive any cash distributions from the sale or refinancing of a Housing Complex. The price at which a Housing Complex is sold may not be high enough to pay the mortgage and other expenses which must be paid at such time. If that happens, a Limited Partner’s return may be derived only from the Low Income Housing Tax Credits and tax losses. Similar risks apply to sales of Local Limited Partnership Interests.

Uninsured casualties could result in losses and recapture. There are casualties which are either uninsurable or not economically insurable. These include earthquakes, floods, wars and losses relating to hazardous materials or environmental matters. If a Housing Complex experienced an uninsured casualty, the Partnership could lose both its invested capital and anticipated profits in such property. Even if the casualty were an insured loss, the Local Limited Partnership might be unable to rebuild the destroyed property. A portion of prior Low Income Housing Tax Credits could be recaptured and future Low Income Housing Tax Credits could be lost if the Housing Complex were not restored within a reasonable period of time. And liability judgments against the Local Limited Partnership could exceed available insurance proceeds or otherwise materially and adversely affect the Local Limited Partnership. The cost of liability and casualty insurance has increased in recent years. Casualty insurance has become more difficult to obtain and may require large deductible amounts.

Housing Complexes without financing or operating subsidies may be unable to pay operating expenses. If a Local Limited Partnership were unable to pay operating expenses, one result could be a forced sale of its Housing Complex. If a forced sale occurs during the first 15 years of a Housing Complex, a partial recapture of Low Income Housing Tax Credits could occur. In this regard, some of the Local Limited Partnerships may own Housing Complexes which have no subsidies other than Low Income Housing Tax Credits. Those Housing Complexes do not have the benefit of below-market-interest-rate financing or operating subsidies which often are important to the feasibility of low income housing. Those Housing Complexes rely solely on rents to pay expenses. However, in order for any Housing Complex to be eligible for Low Income Housing Tax Credits, it must restrict the rent which may be charged to tenants. Over time, the expenses of a Housing Complex will increase. If a Local Limited Partnership cannot increase its rents, it may be unable to pay increased operating expenses.

The Partnership’s investment protection policies will be worthless if the net worth of the Local General Partners is not sufficient to satisfy their obligations. There is a risk that the Local General Partners will be unable to perform their financial obligations to the Partnership. The General Partner has not established a minimum net worth requirement for the Local General Partners. Rather, at the time of the Partnership’s investment, each Local General Partner demonstrated a net worth which the General Partner believed was appropriate under the circumstances. The assets of the Local General Partners are likely to consist primarily of real estate holdings and similar assets. The fair market value of these types of assets is difficult to estimate. These types of assets cannot be readily liquidated to satisfy the financial guarantees and commitments which the Local General Partners make to the Partnership. Moreover, other creditors may have claims on these assets. No escrow accounts or other security arrangements will be established to ensure performance of a Local General Partner’s obligations. The cost to enforce a Local General Partner’s obligations may be high. If a Local General Partner does not satisfy its obligations the Partnership may have no remedy, or the remedy may be limited to removing the Local General Partner as general partner of the Local Limited Partnership.

Fluctuating economic conditions can reduce the value of real estate. The Partnership’s principal business objective is providing its Limited Partners with Low Income Housing Tax Credits, not the generation of gains from the appreciation of real estate held by the Local Limited Partnerships. In its financial statements, the Partnership has carried its investments in Local Limited Partnerships at values equal to or less than the sum of the total amount of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and the estimated residual value to the Partnership of its interests in the Local Limited Partnerships. As of all periods presented, the Partnership has reduced the carrying amount to zero with respect to all of its investments.

Any investment in real estate is subject to risks from fluctuating economic conditions. These conditions can adversely affect the ability to realize a profit or even to recover invested capital. Among these conditions are:

● the general and local job market, ● the availability and cost of mortgage financing, ● monetary inflation, ● tax, environmental, land use and zoning policies, ● the supply of and demand for similar properties, ● neighborhood conditions, ● the availability and cost of utilities and water.

~~For each of~~ ●the ~~years~~availability ~~ended March 31, 2013, 2012~~ and ~~2011~~cost ~~a loss in value~~ of anmortgage ~~investment in a Local Limited Partnership~~financing, other than a temporary decline, is recorded by the Partnership in its financial statements as an impairment loss. Impairment is measured by comparing the Partnership’s carrying amount in the investment to the sum of the total amount of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and any estimated residual value to the Partnership. For the years ended March 31, 2013, 2012 and 2011 impairment loss related to investments in Local Limited Partnerships was $43,460, $250,984 and $365,384, respectively.

●monetary inflation,

●tax, environmental, land use and zoning policies,

●the supply of and demand for similar properties,

●neighborhood conditions,

●the availability and cost of utilities and water.

For each of the years ended March 31, 2015, 2014 and 2013, a loss in value of an investment in a Local Limited Partnership, other than a temporary decline, is recorded by the Partnership in its financial statements as an impairment loss. Impairment is measured by comparing the Partnership’s carrying amount in the investment to the sum of the total amount of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and any estimated residual value to the Partnership. For the years ended March 31, 2015, 2014 and 2013 impairment loss related to investments in Local Limited Partnerships was $0, $9,465 and $43,460, respectively.

c. Tax risks other than those relating to tax credits

In addition to the risks pertaining specifically to Low Income Housing Tax Credits, there are other Federal income tax risks. Additional Federal income tax risks associated with the ownership of Partnership Units and the operations of the Partnership and the Local Limited Partnerships include, but are not limited to, the following:

No opinion of counsel as to certain matters. No legal opinion is obtained regarding matters:

● the determination of which depends on future factual circumstances, ~~● which are peculiar to individual Limited Partners, or ● which are not customarily the subject of an opinion.~~

● which are peculiar to individual Limited Partners, or

● which are not customarily the subject of an opinion.

The more significant of these matters include:

● allocating purchase price among components of a property, particularly as between buildings and fixtures, the cost of which is depreciable, and the underlying land, the cost of which is not depreciable, ● characterizing expenses and payments made to or by the Partnership or a Local Limited Partnership, ● identifying the portion of the costs of any Housing Complex which qualify for historic and other tax credits, ● applying to any specific Limited Partner the limitation on the use of tax credits and tax losses. Limited Partners must determine for themselves the extent to which they can use tax credits and tax losses, and ● the application of the alternative minimum tax to any specific Limited Partner, or the calculation of the alternative minimum tax by any Limited Partner. The alternative minimum tax could reduce the tax benefits from an investment in the Partnership.

●	characterizing expenses and payments made to or by the Partnership or a Local Limited Partnership,

●	identifying the portion of the costs of any Housing Complex which qualify for historic and other tax credits,

●	applying to any specific Limited Partner the limitation on the use of tax credits and tax losses. Limited Partners must determine for themselves the extent to which they can use tax credits and tax losses, and

●	the application of the alternative minimum tax to any specific Limited Partner, or the calculation of the alternative minimum tax by any Limited Partner. The alternative minimum tax could reduce the tax benefits from an investment in the Partnership.

There can be no assurance, therefore, that the IRS will not challenge some of the tax positions adopted by the Partnership. The courts could sustain an IRS challenge. An IRS challenge, if successful, could have a detrimental effect on the Partnership’s ability to realize its investment objectives.

Passive activity rules will limit deduction of the Partnership’s losses and impose tax on interest income. The Internal Revenue Code imposes limits on the ability of most investors to claim losses from investments in real estate. An individual may claim these so-called passive losses only as an offset to income from investments in real estate or rental activities. An individual may not claim passive losses as an offset against other types of income, such as salaries, wages, dividends and interest. These passive activity rules will restrict the ability of most Limited Partners to use losses from the Partnership as an offset of non-passive income.

The Partnership may earn interest income on its reserves and loans. The passive activity rules generally will categorize interest as portfolio income, and not passive income. Passive losses cannot be used as an offset to portfolio income. Consequently, a Limited Partner could pay tax liability on portfolio income from the Partnership.

At risk rules might limit deduction of the Partnership’s losses. If a significant portion of the financing used to purchase Housing Complexes does not consist of qualified nonrecourse financing, the “at risk” rules will limit a Limited Partner’s ability to claim Partnership losses to the amount the Limited Partner invests in the Partnership. The “at risk” rules of the Internal Revenue Code generally limit a Limited Partner’s ability to deduct Partnership losses to the sum of:

● the amount of cash the Limited Partner invests in the Partnership, and ~~● the Limited Partner’s share of Partnership qualified nonrecourse financing.~~

● the Limited Partner’s share of Partnership qualified nonrecourse financing.

Qualified nonrecourse financing is non-convertible, nonrecourse debt which is borrowed from a government, or with exceptions, any person actively and regularly engaged in the business of lending money.

Tax liability on sale of Housing Complex or Local Limited Partnership Interest may exceed the cash available from the sale. When a Local Limited Partnership sells a Housing Complex it will recognize gain. Such gain is equal to the difference between:

● the sales proceeds plus the amount of indebtedness secured by the Housing Complex, and ~~● the adjusted basis for the Housing Complex. The adjusted basis for a Housing Complex is its original cost, plus capital expenditures, minus depreciation.~~

●	the adjusted basis for the Housing Complex. The adjusted basis for a Housing Complex is its original cost, plus capital expenditures, minus depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership the Partnership will recognize gain. Such gain is equal to the difference between:

● hethe sales proceeds plus the Partnership’s share of the amount of indebtedness secured by the Housing Complex, and ● he adjusted basis for the interest. The adjusted basis for an interest in a Local Limited Partnership is the amount paid for the interest, plus income allocations and cash distributions, less loss allocations.

●	the adjusted basis for the interest. The adjusted basis for an interest in a Local Limited Partnership is the amount paid for the interest, plus income allocations and cash distributions, less loss allocations.

Accordingly, gain will be increased by the depreciation deductions taken during the holding period for the Housing Complex. In some cases, a Limited Partner could have a tax liability from a sale greater than the cash distributed to the Limited Partner from the sale.

Alternative minimum tax liability could reduce a Limited Partner’s tax benefits. If a Limited Partner pays alternative minimum tax, the Limited Partner could suffer a reduction in benefits from an investment in the Partnership. The application of the alternative minimum tax is personal to each Limited Partner. Tax credits may not be utilized to reduce alternative minimum tax liability.

IRS could audit the returns of the Partnership, the Local Limited Partnerships or the Limited Partners. The IRS can audit the Partnership or a Local Limited Partnership at the entity level with regard to issues affecting the entity. The IRS does not have to audit each Limited Partner in order to challenge a position taken by the Partnership or a Local Limited Partnership. Similarly, only one judicial proceeding can be filed to contest an IRS determination. A contest by the Partnership of any IRS determination might result in high legal fees.

An audit of the Partnership or a Local Limited Partnership also could result in an audit of a Limited Partner. An audit of a Limited Partner’s tax returns could result in adjustments both to items that are related to the Partnership and to unrelated items. The Limited Partner could then be required to file amended tax returns and pay additional tax plus interest and penalties.

A successful IRS challenge to tax allocations of the Partnership or a Local Limited Partnership would reduce the tax benefits of an investment in the Partnership. Under the Internal Revenue Code, a partnership’s allocation of income, gains, deductions, losses and tax credits must have substantial economic effect. Substantial economic effect is a highly-technical concept. The fundamental principle is two-fold. If a partner will benefit economically from an item of partnership income or gain, that item must be allocated to him so that he bears the correlative tax burden. Conversely, if a partner will suffer economically from an item of partnership deduction or loss, that item must be allocated to him so that he bears the correlative tax benefit. If a partnership’s allocations do not have substantial economic effect, then the partnership’s tax items are allocated in accordance with each partner’s interest in the partnership. The IRS might challenge the allocations made by the Partnership:

● between the Limited Partners and the General Partner, ~~● among the Limited Partners, or ● between the Partnership and a Local General Partner.~~

●	among the Limited Partners, or

●	between the Partnership and a Local General Partner.

If any allocations were successfully challenged, a greater share of the income or gain or a lesser share of the losses or tax credits might be allocated to the Limited Partners. This would increase the tax liability or reduce the tax benefits to the Limited Partners.

Tax liabilities could arise in later years of the Partnership. After a period of years following commencement of operations by a Local Limited Partnership, the Local Limited Partnership may generate profits rather than losses. A Limited Partner would have tax liability on his share of such profits unless he could offset the income with:

● unused passive losses from the Partnership or other investments, or ~~● current passive losses from other investments.~~

●	current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution from the Partnership with which to pay any tax liability.

IRS challenge to tax treatment of expenditures could reduce losses. The IRS may contend that fees and payments of the Partnership or a Local Limited Partnership:

● should be deductible over a longer period of time or in a later year, ~~● are excessive and may not be capitalized or deducted in full, ● should be capitalized and not deducted, or ● may not be included as part of the basis for computing tax credits.~~

●	are excessive and may not be capitalized or deducted in full,

●	should be capitalized and not deducted, or

●	may not be included as part of the basis for computing tax credits.

Any such contention by the IRS could adversely impact, among other things:

● the eligible basis of a Housing Complex used to compute Low Income Housing Tax Credits, ~~● the adjusted basis of a Housing Complex used to compute depreciation, ● the correct deduction of fees, ● the amortization of organization and offering expenses and start-up expenditures.~~

●	the adjusted basis of a Housing Complex used to compute depreciation,

●	the correct deduction of fees,

●	the amortization of organization and offering expenses and start-up expenditures.

If the IRS were successful in any such contention, the anticipated Low Income Housing Tax Credits and losses of the Partnership would be reduced, perhaps substantially.

Changes in tax law might reduce the value of Low Income Housing Tax Credits. Although all Low Income Housing Tax Credits are allocated to a Housing Complex at commencement of the 10-year credit period, there can be no assurance that future legislation may not adversely affect an investment in the Partnership. For example, legislation could reduce or eliminate the value of Low Income Housing Tax Credits. In this regard, before 1986, the principal tax benefit of an investment in low income housing was tax losses. These tax losses generally were used to reduce an investor’s income from all sources on a dollar-for-dollar basis. Investments in low income housing were made in reliance on the availability of such tax benefits. However, tax legislation enacted in 1986 severely curtailed deduction of such losses.

New administrative or judicial interpretations of the law might reduce the value of Low Income Housing Tax Credits. Many of the provisions of the Internal Revenue Code related to low income housing and real estate investments have not been interpreted by the IRS in regulations, rulings or public announcements, or by the courts. In the future, these provisions may be interpreted or clarified by the IRS or the courts in a manner adverse to the Partnership or the Local Limited Partnerships. The IRS constantly reviews the Federal tax rules, and can revise its interpretations of established concepts. Any such revisions could reduce or eliminate tax benefits associated with an investment in the Partnership.

State income tax laws may adversely affect the Limited Partners. A Limited Partner may be required to file income tax returns and be subject to tax and withholding in each state or local taxing jurisdiction in which: a Housing Complex is located, the Partnership or a Local Limited Partnership engages in business activities, or the Limited Partner is a resident. Corporate Limited Partners may be required to pay state franchise taxes.

The tax treatment of particular items under state or local income tax laws may vary materially from the Federal income tax treatment of such items. Nonetheless, many of the Federal income tax risks associated with an investment in the Partnership may also apply under state or local income tax law. The Partnership may be required to withhold state taxes from distributions or income allocations to Limited Partners in some instances.

d. Risks related to the Partnership and the Partnership Agreement

The Partnership may be unable to timely provide financial reports to the Limited Partners which would adversely affect their ability to monitor Partnership operations. Historically, the Partnership has been unable to timely file and provide investors with all of its required periodic reports. In some instances, the delay has been substantial. Each Local General Partner is required to retain independent public accountants and to report financial information to the Partnership in a timely manner. There cannot be any assurance that the Local General Partners will satisfy these obligations. If not, the Partnership would be unable to provide to the Limited Partners in a timely manner its financial statements and other reports. That would impact the Limited Partners’ ability to monitor Partnership operations. The Partnership’s failure to meet its filing requirements under the Securities Exchange Act of 1934 could reduce the liquidity for the Partnership Units due to the unavailability of public information concerning the Partnership. The failure to file could also result in sanctions imposed by the SEC. Any defense mounted by the Partnership in the face of such sanctions could entail legal and other fees, which would diminish cash reserves.

Lack of liquidity of investment. It is unlikely that a public market will develop for the purchase and sale of Partnership Units. Accordingly, Limited Partners may not be able to sell their Partnership Units promptly or at a reasonable price. Partnership Units should be considered as a long-term investment because the Partnership is unlikely to sell any Local Limited Partnership Interests for at least 15 years. Partnership Units cannot be transferred to tax-exempt or foreign entities, or through a secondary market. The General Partner can deny effectiveness of a transfer if necessary to avoid adverse tax consequences from the transfer. The General Partner does not anticipate that any Partnership Units will be redeemed by the Partnership.

The Limited Partners will not control the Partnership and must rely totally on the General Partner. The General Partner will make all management decisions for the Partnership. Management decisions include exercising powers granted to the Partnership by a Local Limited Partnership. Limited Partners have no right or power to take part in Partnership management.

Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority. The Partnership Agreement grants to Limited Partners owning more than 50% of the Partnership Units the right to:

●	remove the General Partner and elect a replacement general partner,
●	amend the Partnership Agreement,
●	Terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such events to occur, even if Limited Partners owning 49% of the Partnership Units opposed such action.

Limitations on liability of the General Partner to the Partnership. The ability of Limited Partners to sue the General Partner and it affiliates is subject to limitations. The Partnership Agreement limits the liability of the General Partner and it affiliates to the Limited Partners. The General Partner and it affiliates will not be liable to the Limited Partners for acts and omissions: performed or omitted in good faith, and performed or omitted in a manner which the General Partner reasonably believed to be within the scope of its authority and in the best interest of the Limited Partners, provided such conduct did not constitute negligence or misconduct.

Therefore, Limited Partners may be less able to sue the General Partner and it affiliates than would be the case if such provisions were not included in the Partnership Agreement.

Associates and its affiliates are serving as the general partners of many other partnerships. Depending on their corporate area of responsibility, the officers of Associates initially devote approximately 5% to 50% of their time to the Partnership. These individuals spend significantly less time devoted to the Partnership after the investment of the Partnership’s capital in Local Limited Partnerships.

The interests of Limited Partners may conflict with the interests of the General Partner and its affiliates. The General Partner and its affiliates are committed to the management of more than 100 other limited partnerships that have investments similar to those of the Partnership. The General Partner and its affiliates receive substantial compensation from the Partnership. The General Partner decides how the Partnership’s investments in Housing Complexes are managed, and when the investments will be sold. The General Partner may face a conflict in these circumstances because the General Partner’s share of fees and cash distributions from the transaction may be more or less than their expected share of fees if a Housing Complex were not sold. The ~~result of these conflicts could be that a~~ Partnership ~~may make investments which are less desirable, or on terms which are less favorable, to the Partnership than might otherwise be the case. The Partnership~~ has not developed any formal process for resolving conflicts of interest. However, the General Partner is subject to a fiduciary duty to exercise good faith and integrity in handling the affairs of the Partnership, and that duty will govern its actions in all such matters. Furthermore, the manner in which the Partnership can operate and sell investments are subject to substantial restrictions in the Partnership Agreement.

The Partnership’s accrued payables consist primarily of the asset management fees payable to the General Partner. These asset management fees payable increased (decreased) by approximately $61(164,000), $6153,000 and $3361,000 for the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011~~2013, respectively. The Partnership’s future contractual cash obligations consist ~~solely~~primarily of its obligations to pay future annual asset management fees. These will equal approximately $6130,000 per year through the termination of the Partnership, which must occur no later than December 31, 2052. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of the existing contractual obligations and anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

~~The Partnership~~Associates ~~currently~~ has ~~insufficient working capital to fund its operations. Associates~~ agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through June 30, ~~2014~~2016.

Item 1B. Unresolved Staff Comments

Not Applicable

Item 2. Properties

Through its investments in Local Limited Partnerships, the Partnership holds indirect ownership interests in the Housing Complexes. The following table reflects the status of the remaining Housing Complexes as of the dates or for the periods indicated:

WNC Housing Tax Credit Fund VI, L.P. Series 6

WNC Housing Tax Credit Fund VI, L.P. Series 6
			As of March 31, 2015				As of December 31, 2014
Local Limited Partnership Name	Location	General Partner Name	Partnership’s Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Number of Units		Estimated Aggregate Low Income Housing Tax Credits (1)		Mortgage Balances of Local Limited Partnership

Boonville Associates I, L.P. (2)	Boonville, Missouri	Central Missouri Counties’ Human Development Corporation	$	2,195,000	$	2,195,000		48	$	3,027,000	$	486,000

Brighton Ridge Apartments, L.P. (2)	Edgefield, South Carolina	The Piedmont Foundation of South Carolina, Inc.		926,000		926,000		44		1,302,000		313,000

Cotton Mill Elderly Living Center, L.P. (2)	Rock Island, Illinois	Elderly Living Development, Inc. and Quad Cities Redevelopment Resources, Inc.		1,040,000		1,040,000		31		1,445,000		612,000

St. Susanne Associates I, L.P. (2)	Mt. Vernon, Missouri	Southwind Community Development		255,000		255,000		16		337,000		613,000

Summer Wood Ltd. (2)	Camden, Alabama	ACHR Housing Corporation		1,237,000		1,237,000		32		1,707,000		876,000

West Liberty Family Apartments, Ltd. (2)	West Liberty, Kentucky	Joe B. Curd, Jr. and Janie Sheets Curd		318,000		318,000		20		474,000		1,179,000

West Mobile County Housing, Ltd. (3)	Theodore, Alabama	Apartment Developers, Inc. and Thomas H. Cooksey		1,858,000		1,858,000		55		2,543,000		1,066,000

			$	7,829,000	$	7,829,000		246	$	10,835,000	$	5,145,000

			As of March 31, 2013				As of December 31, 2012
			Partnership’s
			Total						Estimated
			Investment		Amount of				Aggregate Low		Mortgage
			in Local		Investment				Income		Balances of Local
Local Limited			Limited		Paid to		Number of		Housing Tax		Limited
Partnership Name	Location	General Partner Name	Partnership		Date		Units		Credits (1)		Partnership
Boonville Associates I, L.P.	Boonville, Missouri	Central Missouri Counties’ Human Development Corporation	$	2,195,000	$	2,195,000		48	$	3,027,000	$	539,000
Brighton Ridge Apartments, L.P.	Edgefield, South Carolina	The Piedmont Foundation of South Carolina, Inc.		926,000		926,000		44		1,302,000		451,000
Cotton Mill Elderly Living Center, L.P.	Rock Island, Illinois	Elderly Living Development, Inc. and Quad Cities Redevelopment Resources, Inc.		1,040,000		1,040,000		31		1,445,000		649,000
Country Club Investors, L.P.	Richmond, Virginia	Mark-Dana Corporation		305,000		305,000		97		359,000		2,200,000
Desloge Associates I, L.P.	Desloge, Missouri	East Missouri Action Agency, Inc.		1,059,000		1,059,000		32		1,629,000		452,000
Kechel Towers, L.P.	Logansport, Indiana	Compass Square Development Corporation		1,348,000		1,348,000		23		1,258,000		217,000
Ottawa I, L.P.	Oglesby, Illinois	Michael K. Moore		403,000		403,000		32		592,000		1,357,000
Preservation Partners I, L.P.	Pontiac and Taylorville, Illinois	Michael K. Moore and Affordable Housing Development Fund, Inc.		514,000		514,000		60		756,000		1,808,000
St. Susanne Associates I, L.P.	Mt. Vernon, Missouri	Southwind Community Development		255,000		255,000		16		337,000		622,000
Summer Wood Ltd.	Camden, Alabama	ACHR Housing Corporation		1,237,000		1,237,000		32		1,707,000		875,000

(1)

Represents aggregate anticipated Low Income Housing Tax Credits to be received over the 10-year credit period if Housing Complexes are retained and rented in compliance with credit rules for the 15-year Compliance Period. All of the anticipated Low Income Housing Tax Credits have been received from the Local Limited Partnerships and allocated to the Limited Partners and General Partner and are no longer available to be allocated to the Partnership’s Limited Partners.

(2)	The Local Limited Partnership has been identified for sale as of March 31, 2015.

(3)	The Local Limited Partnership was identified for sale as of March 31, 2015 and sold subsequent thereto.

WNC Housing Tax Credit Fund VI, L.P. Series 6

WNC Housing Tax Credit Fund VI, L.P. Series 6
	For the Year Ended December 31, 2014
Local Limited Partnership Name	Rental Income		Net Income (Loss)			Low Income Housing Tax Credits Allocated to Partnership

Boonville Associates I, L.P. (1)	$	180,000	$	(105,000	)		99.97	%

Brighton Ridge Apartments L.P. (1)		341,000		(9,000	)		98.99	%

Cotton Mill Elderly Living Center, L.P. (1)		125,000		(83,000	)		99.98	%

St. Susanne Associates I, L.P. (1)		110,000		11,000			99.98	%

Summer Wood Ltd. (1)		122,000		(33,000	)		99.98	%

West Liberty Family Apartments, Ltd. (1)		68,000		(21,000	)		99.98	%

West Mobile County Housing, Ltd. (2)		253,000		(54,000	)		99.98	%

	$	1,199,000	$	(294,000	)

			As of March 31, 2013				As of December 31, 2012
			Partnership’s
			Total						Estimated
			Investment		Amount of				Aggregate Low		Mortgage
			in Local		Investment				Income		Balances of Local
Local Limited			Limited		Paid to		Number of		Housing Tax		Limited
Partnership Name	Location	General Partner Name	Partnership		Date		Units		Credits (1)		Partnership
United Development Co., L.P. - 97.0	Memphis, Tennessee	Harold E. Buehler, Sr. and Jo Ellen Buehler		2,813,000		2,813,000		60		4,107,000		1,150,000
Wagner Partnership 99 Limited Partnership	Wagner, South Dakota	Lutheran Social Services of South Dakota and Weinburg Investments, Inc.		232,000		232,000		26		334,000		783,000
West Liberty Family Apartments, Ltd.	West Liberty, Kentucky	Joe B. Curd, Jr. and Janie Sheets Curd		318,000		318,000		20		474,000		1,258,000
West Mobile County Housing, Ltd.	Theodore, Alabama	Apartment Developers, Inc. and Thomas H. Cooksey		1,858,000		1,858,000		55		2,543,000		1,137,000
			$	14,503,000	$	14,503,000		576	$	19,870,000	$	13,498,000

(1)	The Local Limited Partnership has been identified for sale as of March 31, 2015.

(12) ~~Represents~~The ~~aggregate~~Local ~~anticipated~~Limited ~~Low~~Partnership ~~Income~~was ~~Housing~~identified ~~Tax Credits to be received over the 10-year credit period if Housing Complexes are retained and rented in compliance with credit rules~~ for ~~the~~sale ~~15-year~~as ~~Compliance Period. Substantially all~~ of ~~the~~March ~~anticipated~~31, ~~Low~~2015 ~~Income Housing Tax Credits have been received from the Local Limited Partnerships~~ and ~~are~~sold nosubsequent ~~longer available to the Limited Partners~~thereto.

WNC Housing Tax Credit Fund VI, L.P. Series 6

WNC Housing Tax Credit Fund VI, L.P. Series 6
			Occupancy Rates
			As of December 31,

Local Limited Partnership Name	Location	General Partner Name	2014			2013			2012			2011			2010

Boonville Associates I, L.P.	Boonville, Missouri	Central Missouri Counties’ Human Development Corporation		98	%		98	%		98	%		94	%		100	%

Brighton Ridge Apartments, L.P.	Edgefield, South Carolina	The Piedmont Foundation of South Carolina, Inc.		93	%		93	%		100	%		95	%		93	%

Cotton Mill Elderly Living Center, L.P.	Rock Island, Illinois	Elderly Living Development, Inc. and Quad Cities Redevelopment Resources, Inc.		81	%		90	%		87	%		100	%		94	%

Country Club Investors, L.P.	Richmond, Virginia	Mark-Dana Corporation		N/A			96	%		97	%		96	%		81	%

Desloge Associates I, L.P.	Desloge, Missouri	East Missouri Action Agency, Inc.		N/A			91	%		88	%		97	%		100	%

Kechel Towers, L.P.	Logansport, Indiana	Compass Square Development Corporation		N/A			100	%		100	%		100	%		100	%

Ottawa I, L.P.	Oglesby, Illinois	Michael K. Moore		N/A			N/A			88	%		88	%		88	%

Preservation Partners I, L.P.	Pontiac and Taylorville, Illinois	Michael K. Moore and Affordable Housing Development Fund, Inc.		N/A			N/A			94	%		94	%		97	%

		For the Year Ended December 31, 2012
St. Susanne Associates I, L.P.	Mt. Vernon, Missouri	Southwind Community Development		100	%			100	%			100	%	100	%	100	%
									Low Income
Summer Wood Ltd.	Camden, Alabama	ACHR Housing Corporation		97	%			97	%			78	%	84	%	75	%
									Housing Tax
					Net Income				Credits Allocated to
Local Limited Partnership Name		Rental Income			(Loss)				Partnership
Boonville Associates I, L.P.		$	180,000		$	(101,000	)			99.97	%
Brighton Ridge Apartments L.P.			331,000			41,000				98.99	%
Cotton Mill Elderly Living Center, L.P.			127,000			(45,000	)			99.98	%
Country Club Investors, L.P.			678,000			(23,000	)			66.99	%
Desloge Associates I, L.P.			124,000			(56,000	)			99.89	%
Kechel Towers, L.P.			131,000			(76,000	)			99.98	%
Ottawa I, L.P.			158,000			(63,000	)			99.98	%
Preservation Partners I, L.P.			336,000			(43,000	)			99.98	%
St. Susanne Associates I, L.P.			87,000			(12,000	)			99.98	%
Summer Wood Ltd.			100,000			(49,000	)			99.98	%
United Development Co., L.P. - 97.0			391,000			(98,000	)			99.98	%
Wagner Partnership 99 Limited Partnership			129,000			(39,000	)			99.98	%
West Liberty Family Apartments, Ltd.			80,000			(28,000	)			99.98	%
West Mobile County Housing, Ltd.			225,000			(71,000	)			99.98	%
		$	3,077,000		$	(663,000	)

WNC Housing Tax Credit Fund VI, L.P. Series 6

WNC Housing Tax Credit Fund VI, L.P. Series 6			Occupancy Rates
			As of December 31,

Local Limited Partnership Name	Location	General Partner Name	2014			2013			2012			2011			2010


Trenton Village Apartments, L.P.	Trenton, Missouri	MBL Development, Co.		N/A			N/A			N/A			N/A			N/A

United Development Co., L.P. - 97.0	Memphis, Tennessee	Harold E. Buehler, Sr. and Jo Ellen Buehler		N/A			N/A			88	%		88	%		93	%

Wagner Partnership 99 Limited Partnership	Wagner, South Dakota	Lutheran Social Services of South Dakota and Weinburg Investments, Inc.		N/A			77	%		81	%		92	%		92	%

West Liberty Family Apartments, Ltd.	West Liberty, Kentucky	Joe B. Curd, Jr. and Janie Sheets Curd		95	%		100	%		100	%		95	%		100	%

West Mobile County Housing, Ltd.	Theodore, Alabama	Apartment Developers, Inc. and Thomas H. Cooksey		96	%		95	%		89	%		91	%		93	%

		Weighted average		94	%		94	%		92	%		93	%		92	%

			Occupancy Rates
			As of December 31,
Local Limited
Partnership Name	Location	General Partner Name	2012			2011			2010			2009			2008
Boonville Associates I, L.P.	Boonville, Missouri	Central Missouri Counties’ Human Development Corporation		98	%		94	%		100	%		98	%		90	%
Brighton Ridge Apartments, L.P.	Edgefield, South Carolina	The Piedmont Foundation of South Carolina, Inc.		100	%		95	%		93	%		93	%		95	%
Cotton Mill Elderly Living Center, L.P.	Rock Island, Illinois	Elderly Living Development, Inc. and Quad Cities Redevelopment Resources, Inc.		87	%		100	%		94	%		94	%		84	%
Country Club Investors, L.P.	Richmond, Virginia	Mark-Dana Corporation		97	%		96	%		81	%		87	%		80	%
Desloge Associates I, L.P.	Desloge, Missouri	East Missouri Action Agency, Inc.		88	%		97	%		100	%		100	%		94	%
Kechel Towers, L.P.	Logansport, Indiana	Compass Square Development Corporation		100	%		100	%		100	%		100	%		100	%
Ottawa I, L.P.	Oglesby, Illinois	Michael K. Moore		88	%		88	%		88	%		88	%		100	%
Preservation Partners I, L.P.	Pontiac and Taylorville, Illinois	Michael K. Moore and Affordable Housing Development Fund, Inc.		94	%		94	%		97	%		97	%		94	%
St. Susanne Associates I, L.P.	Mt. Vernon, Missouri	Southwind Community Development		100	%		100	%		100	%		100	%		100	%
Summer Wood Ltd.	Camden, Alabama	ACHR Housing Corporation		78	%		84	%		75	%		94	%		84	%

WNC Housing Tax Credit Fund VI, L.P. Series 6

			Occupancy Rates
			As of December 31,
Local Limited
Partnership Name	Location	General Partner Name	2012			2011			2010			2009			2008
Trenton Village Apartments, L.P.	Trenton, Missouri	MBL Development, Co.		N/A			N/A			N/A			94	%		88	%
United Development Co., L.P. - 97.0	Memphis, Tennessee	Harold E. Buehler, Sr. and Jo Ellen Buehler		88	%		88	%		93	%		93	%		98	%
Wagner Partnership 99 Limited Partnership	Wagner, South Dakota	Lutheran Social Services of South Dakota and Weinburg Investments, Inc.		81	%		92	%		92	%		81	%		81	%
West Liberty Family Apartments, Ltd.	West Liberty, Kentucky	Joe B. Curd, Jr. and Janie Sheets Curd		100	%		95	%		100	%		100	%		100	%
West Mobile County Housing, Ltd.	Theodore, Alabama	Apartment Developers, Inc. and Thomas H. Cooksey		89	%		91	%		93	%		85	%		85	%
		Weighted average		92	%		93	%		92	%		93	%		90	%

N/A – The Partnership sold its interest in the Local Limited Partnership prior to the respective year end.

1817

Item 3. Legal Proceedings

NONE

Item 4. Mine Safety Disclosures

NOT APPLICABLE

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5a.

a) The Partnership Units are not traded on a public exchange but were sold through a public offering. It is not anticipated that any public market will develop for the purchase and sale of any Partnership Units and none exists. Partnership Units can be assigned or otherwise transferred only if certain requirements in the Partnership Agreement are satisfied. b) At March 31, 2013, there were 1,052 Limited Partners, respectively, and no assignees of Partnership Units who were not admitted as Limited Partners, respectively. c) The Partnership was not designed to provide operating cash distributions to Limited Partners. It is possible that the Partnership could make distributions from sale proceeds, if the Partnership is able to sell its Local Limited Partnership Interests or Housing Complexes for more than the related closing costs and any then accrued obligations of the Partnership. There can be no assurance in this regard. Any distributions would be made in accordance with the terms of the Partnership Agreement. For all periods presented there were no cash distributions to the Limited Partners. d) No securities are authorized for issuance by the Partnership under equity compensation plans. e) The Partnership does not issue common stock. f) No unregistered securities were sold by the Partnership during the years ended March 31, 2013.

b)	At March 31, 2015, there were 1,058 Limited Partners, and no assignees of Partnership Units who were not admitted as Limited Partners.

The Partnership was not designed to provide operating cash distributions to Limited Partners. It is possible that the Partnership could make distributions from sale proceeds, if the Partnership is able to sell its Local Limited Partnership Interests or Housing Complexes for more than the related closing costs and any then accrued obligations of the Partnership. There can be no assurance in this regard. Any distributions would be made in accordance with the terms of the Partnership Agreement. For all periods presented there were no cash distributions to the Limited Partners.

d)	No securities are authorized for issuance by the Partnership under equity compensation plans.

e)	The Partnership does not issue common stock.

f)	No unregistered securities were sold by the Partnership during the years ended March 31, 2015.

Item 5b. Use of Proceeds

NOT APPLICABLE

Item 5c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NONE

1918

Item 6. Selected Financial Data

Selected balance sheet information for the Partnership is as follows:

	March 31,
	2013			2012			2011		2010		2009
	2015			2014			2013		2012		2011
ASSETS
Cash and cash equivalents	$	722,~~113~~348		$	532,~~112~~285		$	137,~~544~~113	$	545,~~759~~112	$	7613,~~285~~544
Investments in Local Limited Partnerships, net		9,465			54,147			339,938		899,903		2,177,347
Other assets		-			31,843			-		-		-
Total Assets	$	16,578		$	59,259		$	353,482	$	954,662	$	2,253,632
Investments in Local Limited Partnerships, net		-			-			9,465		54,147		339,938
LIABILITIES
Total Assets	$	22,348		$	64,128		$	16,578	$	59,259	$	353,482
Payables to Local Limited Partnerships	$	-			-		$	-	$	-	$	836
Accrued fees and expenses due to the General Partner and affiliates		574,003			452,395			269,159		264,747		168,296
Total Liabilities		574,003			452,395			269,159		264,747		169,132
PARTNERS’ EQUITY (DEFICIT)		(557,425	)		(393,136	)		84,323		689,915		2,084,500
Total Liabilities and Partners’ Equity (Deficit)	$	16,578			59,259		$	353,482	$	954,662	$	2,253,632

LIABILITIES
Accrued fees and expenses due to the General Partner and affiliates	$	425,881		$	753,919		$	574,003		$	452,395		$	269,159
Total Liabilities		425,881			753,919			574,003			452,395			269,159
PARTNERS' EQUITY (DEFICIT)		(403,533	)		(689,791	)		(557,425	)		(393,136	)		84,323

Total Liabilities and Partners’ Equity (Deficit)	$	22,348		$	64,128		$	16,578		$	59,259		$	353,482

Selected results of operations, cash flows and other information for the Partnership are as follows:

	March 31,
	For the Years Ended March 31,
	2013			2012			2011			2010			2009
	2015			2014			2013			2012			2011
Loss from operations (Note 1)	$	(164,290	)	$	(446,609	)	$	(471,647	)	$	(1,012,446	)	$	(2,640,697	)
Loss from operations	$	(88,982	)	$	(188,090	)	$	(164,290	)	$	(446,609	)	$	(471,647	)
Equity in losses of Local Limited Partnerships		-			~~(30,851~~-	)		~~(187,256~~-	)		(~~382~~30,~~180~~851	)		(~~816~~187,~~902~~256	)
Gain on sale of Local Limited Partnership		-			-			18,299			-			-
Gain on sale of Local Limited Partnerships		375,233			55,720			-			-			18,299
Interest income		17			14			121			411			~~552~~12
Net loss	$	~~(164~~286,~~289~~258	)	$	(~~477~~132,~~459~~366	)	$	(~~640~~164,~~592~~289	)	$	(1477,~~394,585~~459	)	$	(3640,~~457,047~~592	)
Net loss allocated to:
General Partner	$	(12,~~643~~863	)	$	(41,~~775~~324	)	$	(61,~~406~~643	)	$	(134,~~946~~775	)	$	(346,~~570~~406	)
Limited Partners	$	~~(162~~283,~~646~~395	)	$	(~~472~~131,~~684~~042	)	$	(~~634~~162,~~186~~646	)	$	(1472,~~380,639~~684	)	$	(3634,~~422,477~~186	)
Net loss per Partnership Unit	$	(713.9485	)	$	(236.0640	)	$	(307.94	)	$	(6723.3506	)	$	(~~166~~30.9594	)
Outstanding weighted Partnership Units		20,~~495~~460			20,~~500~~480			20,~~500~~495			20,500			20,500

Note 1 – Loss from operations for the years ended March 31, ~~2013~~2015, ~~2012~~2014, ~~2011~~2013, ~~2010~~2012 and ~~2009~~2011 includes a charge for impairment losses on investments in Local Limited Partnerships of $430,~~460,~~ $~~250~~9,~~984~~465, $~~365~~43,~~384~~460, $~~881~~250,~~075,~~984 and $2365,~~478~~384,~~172,~~ respectively. (See Note 2 to the financial statements.)

	For the Years Ended March 31,

	2015			2014			2013		2012			2011

Net cash provided by (used in):

Operating activities	$	(385,170	)	$	(21,048	)	$	2,001	$	(8,432	)	$	(59,514	)
Investing activities		375,233			46,220			-		-			18,299

Net change in cash		(9,937	)		25,172			2,001		(8,432	)		(41,215	)

Cash, beginning of period		32,285			7,113			5,112		13,544			54,759

Cash, end of period	$	22,348		$	32,285		$	7,113	$	5,112		$	13,544

	For the Years Ended March 31,
	2013		2012			2011			2010			2009
Net cash and cash equivalents provided by (used in):
Operating activities	$	2,001		(8,432	)	$	(59,514	)	$	(23,398	)	$	(152,382	)
Investing activities		-		-			18,299			1,872			(8,892	)
Net change in cash and cash equivalents		2,001		(8,432	)		(41,215	)		(21,526	)		(161,274	)
Cash and cash equivalents, beginning of period		5,112		13,544			54,759			76,285			237,559
Cash and cash equivalents, end of period	$	7,113		5,112		$	13,544		$	54,759		$	76,285

Low Income Housing Tax Credits per Partnership Unit were as follows for the years ended December 31:

			2012			2011			2010			2009			2008
		2014			2013			2012			2011			2010
Federal	~~Federal~~	$	$-	2		$-	20	$	$2	32	$	$20	79	$	$32	~~103~~
State	~~State~~		-	-		-	-		-	-		-	-		-	-
Total	~~Total~~	$	$-	2		$-	20	$	$2	32	$	$20	79	$	$32	~~103~~

Item 7. Management’'s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

With the exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other discussions elsewhere in this Form 10-K contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credits property market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating results for any future period.

Subsequent written and oral forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-K and in other reports filed with the Securities and Exchange Commission. The following discussion should be read in conjunction with the financial statements and the notes thereto included elsewhere in this filing.

Critical Accounting Policies and Certain Risks and Uncertainties

The Partnership believes that the following discussion addresses the Partnership’s most significant accounting policies, which are the most critical to aid in fully understanding and evaluating the Partnership’s reported financial results, and certain of the Partnership’s risks and uncertainties.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Method of Accounting for Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the product of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and any estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment account and were being amortized over 30 years. (See Notes 2 and 3 to the financial statements)

“Equity in losses of Local Limited Partnerships” for each year ended March 31 has been recorded by the Partnership based on the twelve months of reported results provided by the Local Limited Partnerships for each year ended December 31. Equity in losses from the Local Limited Partnerships allocated to the Partnership is not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended.

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’'s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership’'s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership’'s balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership’'s exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

Income Taxes

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2009 remain open.

Income Taxes

Impact of Recent Accounting Pronouncements

In ~~June~~ ~~2009~~January 2014, the ~~Financial Accounting Standards Board (“~~FASB”) issued an amendment to the accounting and disclosure requirements for ~~the~~investments ~~consolidation~~in ofqualified ~~variable~~affordable ~~interest~~housing ~~entities (VIEs)~~projects. The ~~amended~~amendments provide guidance ~~modifies~~on ~~the~~accounting ~~consolidation~~for ~~model to~~investments ~~one~~by ~~based~~a onreporting ~~control~~entity ~~and~~in ~~economics,~~flow-through ~~and~~limited ~~replaced~~liability ~~quantitative~~entities ~~primary~~that ~~beneficiary~~manage ~~analysis~~or ~~with~~invest ain ~~qualitative~~affordable ~~analysis.~~housing ~~The primary~~projects ~~beneficiary~~that ofqualify afor ~~VIE~~the ~~will~~low-income behousing ~~the~~tax ~~entity~~credit. ~~that~~The ~~has~~amendments ~~(1)~~permit ~~the~~reporting ~~power~~entities to ~~direct~~make ~~the~~an ~~activities~~accounting ofpolicy ~~the~~election ~~VIE~~to ~~that~~account ~~most~~for ~~significantly impact~~their ~~the~~investments ~~VIE’s~~in ~~economic~~qualified ~~performance~~affordable ~~and~~housing ~~(2)~~projects using the ~~obligation~~proportional toamortization ~~absorb~~method ~~losses~~if orcertain ~~receive~~conditions ~~benefits~~are ~~that~~met. ~~could~~Under ~~potentially be~~the ~~significant~~proportional toamortization ~~the~~method, ~~VIE.~~an Ifentity ~~multiple~~amortizes ~~unrelated~~the ~~parties~~initial ~~share~~cost ~~such~~of ~~power,~~the asinvestment ~~defined,~~in noproportion ~~party~~to ~~will~~the betax ~~required~~credits toand ~~consolidate the~~other ~~VIE.~~tax ~~Further~~benefits received, ~~the~~and ~~amended~~recognizes ~~guidance~~the ~~requires~~net ~~continual~~investment ~~reconsideration~~performance ofin the ~~primary~~income ~~beneficiary~~statement ofas a ~~VIE~~component ~~and~~of ~~adds~~income antax ~~additional reconsideration~~expense ~~event~~(benefit). ~~for~~The ~~determination~~amendments ofare ~~whether~~effective anfor ~~entity~~interim isand aannual ~~VIE.~~periods ~~Additionally,~~beginning ~~the~~after ~~amendment~~December ~~requires~~15, ~~enhanced~~2014 and ~~expanded disclosures~~should ~~around~~be ~~VIEs.~~applied ~~This~~retrospectively ~~amendment~~to isall ~~effective~~periods ~~for~~presented. ~~fiscal~~Early ~~years~~adoption ~~beginning~~is ~~after November 15, 2009~~permitted. The adoption of this ~~guidance~~ onupdate ~~April~~is ~~1, 2010 did~~ not ~~have~~expected ato ~~material~~materially ~~effect~~affect on the Partnership’'s financial statements.

In ~~May~~ ~~2011~~February 2015, the FASB issued anASU ~~update~~No. 2015-02, “Consolidation (Topic 810): Amendments to ~~existing~~the Consolidation Analysis”. This will improve certain areas of consolidation guidance ~~related~~for toreporting ~~fair~~organizations ~~value~~that ~~measurements~~are onrequired ~~how~~to evaluate whether to ~~measure~~consolidate ~~fair~~certain ~~value~~legal ~~and~~entities ~~what disclosures~~such toas ~~provide~~limited ~~about~~partnerships, ~~fair~~limited ~~value~~liability ~~measurements~~corporations and securitization structures. ~~For~~ASU ~~fair~~2015-02 ~~value~~simplifies ~~measurements~~and ~~categorized~~improves asGAAP ~~level~~by: 3,eliminating the presumption that a ~~reporting~~general ~~entity~~partner should ~~disclose~~ ~~quantitative~~consolidate ~~information~~a oflimited partnership, eliminating the ~~unobservable~~indefinite ~~inputs~~deferral ~~and~~of ~~assumptions~~FASB Statement No. 167, athereby ~~description~~reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the ~~valuation~~limited ~~processes~~partnership consolidation model) and ~~narrative description~~clarifying ofwhen ~~the~~fees ~~sensitivity~~paid ofto ~~the~~a ~~fair~~decision ~~value~~maker should be a factor to ~~changes~~include in ~~unobservable~~the ~~inputs~~consolidation of VIEs. ~~This~~ASU ~~update~~2015-02 iswill be effective for ~~interim and annual~~ periods beginning after December 15, ~~2011~~2015. The ~~adoption~~Partnership ofis ~~this~~currently ~~update~~evaluating ~~did~~the ~~not~~potential ~~materially~~impact ~~affect~~of the ~~Partnership’s~~adoption of this guidance on its financial statements.

Certain Risks and Uncertainties

See Item 1A for a discussion of risks regarding the Partnership.

To date, certain Local Limited Partnerships have incurred significant operating losses and have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partners may be required to sustain the operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership’s investment in certain of such Local Limited Partnerships could be lost, and the loss and recapture of the related Low Income Housing Tax Credits could occur.

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

Financial Condition

For the year ended March 31, 2013

The Partnership’s assets at March 31, 2013 consisted of $7,000 in cash and aggregate investments in fourteen Local Limited Partnerships of $9,000 (See “Method of Accounting for Investments in Local Limited Partnerships”). Liabilities at March 31, 2013 consisted of $574,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below).

Financial Condition

For the year ended March 31, 2015

The Partnership’s assets at March 31, 2015 consisted of $22,000 in cash and cash equivalents. Liabilities at March 31, 2015 consisted of $426,000 of accrued fees and expenses due to General Partner and affiliates (See “Future Contractual Cash Obligations” below).

Results of Operations

Year Ended March 31, ~~2013~~2015 Compared to Year Ended March 31, ~~2012~~2014 The Partnership’s net ~~loss~~income for the year ended March 31, ~~2013~~ 2015 of $~~(164~~286,000), reflecting an ~~decrease~~increase of $~~313~~418,000 from the net loss experienced for the year ended March 31, ~~2012~~2014 of $~~(477~~132,000). The ~~decrease~~increase in net ~~loss~~income was due in part to aan ~~decrease~~increase of $~~208~~320,000 in ~~impairment~~gain ~~loss~~on ~~for~~sale ~~the~~of ~~year~~Local ~~ended~~Limited ~~March~~Partnerships ~~31,~~for ~~2013 compared to~~ the year ended March 31, ~~2012~~2015. The ~~impairment~~gain ~~loss can vary each year depending~~ on ~~the~~sale ~~annual~~recorded ~~decrease~~by ~~in Low Income Housing Tax Credits allocated to~~ the Partnership ~~compared~~can tovary ~~the~~depending ~~current~~on ~~net~~the ~~investment~~values ~~balance~~and ~~that~~sale isproceeds ~~being~~of ~~carried for~~ the ~~particular~~ Local Limited Partnerships. ~~Amortization~~which ~~decreased~~were bysold. Impairment ~~$3,000~~loss for the year ended March 31, ~~2013~~2015 compared to the year ended March 31, 2012. The Partnership evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. As impairment is recorded against the intangibles, the amortization expense for future periods is decreased. ~~There~~by ~~was a~~ $319,000 ~~decrease~~ incompared ~~equity~~to ~~in losses of Local limited Partnerships for~~ the year ended March 31, ~~2013~~2014. All ~~investment~~investments ~~balances~~and intangibles reached zero in ~~the~~ prior ~~year~~years, therefore no further ~~equity~~impairment ~~in losses~~ could be recorded. There was also a decrease of $910,000 in write -off of advances to Local Limited Partnerships for the year ended March 31, ~~2013~~2015 compared to the year ended March 31, ~~2012~~2014. ~~No advances~~Advances ~~were~~and ~~made~~write-offs ~~during~~vary ~~the~~based ~~year~~on ~~ended~~the ~~March~~operations ~~31,~~and ~~2013~~needs ~~compared~~of tothe ~~$(9,000)~~Local ~~advanced~~Limited Partnerships. Legal and ~~reserved~~accounting ~~for~~expenses ~~during~~decreased by $65,000 for the year ended March 31, ~~2012.~~2015 ~~Advances~~due ~~vary~~to ~~based~~legal onservices ~~the~~related ~~operations~~to a Local Limited Partnership and ~~needs~~the timing of the ~~Local~~accounting ~~Limited~~work ~~Partnerships~~performed. ~~Legal~~Asset ~~and~~management ~~accounting~~fees ~~expenses~~ decreased by $6516,000 for the year ended March 31, ~~2013~~2015. ~~due~~The tofees are calculated based on the ~~timing~~value of invested assets which decreased due to the ~~accounting~~sale ~~work~~of ~~performed~~Local Limited Partnerships. The reporting fees increased by $2,000 for the year ended March 31, ~~2013~~2015. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash ~~flow~~flows will allow for the payment. Write offs of other assets increased by $18,000 for the year ended March 31, 2015. Capitalized costs from potential dispositions of Local Limited Partnerships were expensed due to the length of time it has taken to dispose of the properties.

Year Ended March 31, ~~2012~~2014 Compared to Year Ended March 31, ~~2011~~2013 The Partnership’s net loss for the year ended March 31, ~~2012~~ 2014 of $(~~477~~132,000) , reflecting an decrease of $~~164~~32,000 from the net loss experienced for the year ended March 31, ~~2011~~2013 ~~was~~of $(~~641~~164,000). The decrease in net loss was ~~largely~~ due in part to a decrease of $~~114~~34,000 in impairment loss for the year ended March 31, ~~2012~~2014 compared to the year ended March 31, ~~2011~~2013. The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the Partnership compared to the current net investment balance that is being carried for the particular Local Limited Partnerships. ~~Amortization~~There ~~decreased~~was byan increase of $356,000 ~~for~~in ~~the~~gain ~~year~~on ~~ended~~sale ~~March~~of ~~31,~~Local ~~2012~~Limited ~~compared~~Partnerships tofor the year ended March 31, ~~2011~~2014. The ~~Partnership~~gain ~~evaluates~~on ~~its~~sale ~~intangibles~~recorded ~~for~~by ~~impairment~~the inPartnership ~~connection~~can ~~with~~vary ~~its~~depending ~~investments~~on inthe ~~Local~~values ~~Limited~~and ~~Partnerships. As~~sale ~~impairment~~proceeds isof ~~recorded against~~ the ~~intangibles,~~Local ~~the~~Limited ~~amortization~~Partnerships ~~expense~~which ~~for~~were ~~future~~sold. ~~periods~~Amortization is decreased. ~~There~~by ~~was also a~~ $~~156~~1,000 ~~decrease~~for inthe ~~equity~~year inended ~~losses~~March of31, ~~Local~~2014 ~~Limited~~compared ~~Partnerships~~to ~~for~~ the year ended March 31, ~~2012~~2013. The ~~equity~~Partnership evaluates its intangibles for impairment in ~~losses~~connection of with its investments in Local Limited Partnerships. ~~can~~As ~~vary~~impairment ~~each~~is ~~year~~recorded ~~depending~~against on the ~~operations~~intangibles, of the ~~underlying~~amortization ~~Housing~~expense ~~Complexes~~for offuture ~~the~~periods ~~Local~~is ~~Limited Partnerships~~decreased. There was also an increase of $510,000 in write -off of advances to Local Limited Partnerships for the year ended March 31, ~~2012~~2014 compared to the year ended March 31, ~~2011~~2013. Advances ofand ~~$(9,000)~~write-offs ~~were~~vary ~~made~~based on the operations and ~~reserved~~needs ~~during~~of the ~~year~~Local ~~ended~~Limited ~~March~~Partnerships. Legal ~~31, 2012~~and ~~compared~~accounting toexpenses increased by $(462,000) ~~made and reserved~~ for ~~during~~ the year ended March 31, ~~2011.~~2014 ~~Advances~~due ~~vary~~to ~~based~~legal onservices ~~the~~related ~~operations~~to ~~and needs~~a ~~of the~~ Local Limited ~~Partnerships.~~Partnership ~~There~~and ~~was~~the notiming ~~gain~~of ~~on sale for~~ the ~~year~~accounting ~~ended~~work ~~March~~performed. ~~31,~~Asset ~~2012~~management ~~compared~~fees todecreased by $189,000 for the year ended March 31, ~~2011~~2014. NoThe ~~Local~~fees ~~Limited~~are ~~Partnerships~~calculated ~~were~~based ~~sold~~on ~~during~~ the ~~year~~value ~~ended~~of ~~March~~invested ~~31,~~assets ~~2012~~which ~~while~~decreased ~~one~~due ~~was~~to ~~sold during~~ the ~~year~~sale ~~ended~~of ~~March~~Local ~~31,~~Limited ~~2011~~Partnerships. The reporting fees ~~and~~increased ~~distribution income each decreased~~ by $311,000 for the year ended March 31, ~~2012~~ 2014. These fees vary as Local Limited Partnerships pay the reporting fees ~~and distributions~~ to the Partnership when the Local Limited Partnerships’ cash ~~flow~~flows will allow for the payment. Asset management fees decreased by $2,000 for the year ended March 31, 2012 due to the fact that the fees are calculated based on the value of the invested assets, which decreased due to the sale of the Local Limited Partnership in the prior year. Legal and accounting expenses increased by $(73,000) for the year ended March 31, 2012 due to the timing of the accounting work performed.

Liquidity and Capital Resources

Year Ended March 31, ~~2013~~2015 Compared to Year Ended March 31, ~~2012~~ 2014 The net ~~increase~~decrease in cash and cash equivalents for the year ended March 31, ~~2013~~2015 was $210,000 compared to the net ~~decrease~~increase in cash and cash equivalents for the year ended March 31, ~~2012~~2014 of $(825,000). During the year ended March 31, 2015, the Partnership received $375,000 in net proceeds from dispositions compared to $56,000 in proceeds received during the year ended March 31, 2014. There was a $2,000 increase in reporting fees for the year ended March 31, ~~2013~~2015 as discussed above. NoThere ~~advances~~ were no advances made to Local Limited Partnerships during the year ended March 31, ~~2013~~2015 compared to $(910,000) advanced during the year ended March 31, ~~2012~~2014. asAdvances ~~discussed~~vary ~~above~~from period to period based on the operations and needs of the Local Limited Partnerships. Additionally, during the year ended March 31, 2015, the Partnership paid the General Partner or an affiliate $230,000 in reimbursements of operating expenses that were paid on the Partnership’s behalf compared to $40,000 during the year ended March 31, 2014. The Partnership paid $200,000 in accrued asset management fees during the year ended March 31, 2015, compared to no such payments during the year ended March 31, 2014. The reimbursement of operating expenses and asset management fees are paid after management reviews the cash position of the Partnership.

Year Ended March 31, ~~2012~~2014 Compared to Year Ended March 31, ~~2011~~ 2013 The net ~~decrease~~increase in cash for the year ended March 31, ~~2012~~2014 was $(825,000) compared to the net ~~decrease~~increase in cash for the year ended March 31, ~~2011~~2013 of $~~(41~~2,000). NoDuring ~~sales proceeds were received during~~ the year ended March 31, ~~2012~~2014, ~~compared~~the toPartnership received $56,000 in net proceeds offrom ~~$20,000~~dispositions compared to no proceeds received during the year ended March 31, ~~2011~~2013 as ano ~~result of~~Local ~~the~~Limited ~~disposition~~Partnerships were disposed of aduring ~~Local~~the ~~Limited~~year ~~Partnership~~ended March 31, 2013. There was aan $611,000 ~~decrease~~increase in ~~total~~reporting ~~operating~~fees ~~income~~ for the year ended March 31, ~~2012.~~2014 ~~Local~~as ~~Limited~~discussed ~~Partnerships~~above. ~~pay~~Advances ~~the~~of ~~reporting~~$(10,000) ~~fees~~were ~~and~~made ~~distribution income~~ to ~~the~~Local ~~Partnership~~Limited ~~when~~Partnerships during the ~~Local~~year ~~Limited Partnerships’~~ended ~~cash~~March ~~flow~~31, ~~will~~2014 ~~allow~~compared ~~for~~to ~~the~~no ~~payment.~~advances ~~During~~during the year ended March 31, ~~2012,~~2013. ~~the~~Advances ~~Partnership~~vary ~~paid~~from noperiod ~~accrued asset~~to ~~management~~period ~~fees~~based toon the ~~General~~operations ~~Partner~~and orneeds anof ~~affiliate compared to $(30,000) paid during~~ the ~~year~~Local ~~ended~~Limited ~~March 31, 2011~~Partnerships. Additionally, during the year ended March 31, ~~2012~~2014, the Partnership ~~made~~paid ~~no reimbursements to~~ the General Partner or an affiliate ~~for~~ $40,000 in reimbursements of operating expenses that were paid on ~~behalf of~~ the Partnership’s behalf compared to ~~$(34,000)~~no ~~reimbursed~~such ~~during~~payments ~~the year ended March 31, 2011. Advances of $(9,000) were made to Local Limited Partnerships~~ during the year ended March 31, ~~2012 compared to $(4,000) advanced during the year ended March 31, 2011 as discussed above~~2013.

Accrued payables, which consist primarily of related party management fees due to the General Partner, increased (decreased) by approximately $~~122~~(328,000), $~~183~~180,000, and $4122,000 for the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011~~2013, respectively. The General Partner does not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through June 30, ~~2014~~2016.

2524

Other Matters

On September 13, 2011, the Partnership was notified by legal counsel for the Local General Partner of United Development Co., L.P. - 97.0 (“UD 97.0”) that the Local General Partner is being sued by Wells Fargo Bank for being in default of past due property taxes. Wells Fargo Bank holds the mortgage notes on this Housing Complex as well as additional properties managed by this Local General Partner. Wells Fargo Bank has stated that all the loans are current in mortgage payments but due to the fact that property taxes are past due on all the properties, they are suing to call for all the notes to be paid in full immediately.

The Local General Partner hired local legal counsel who was working with Wells Fargo’s legal counsel to reach a solution. The Partnership also engaged legal counsel from the Memphis area. A meeting was held on November 22, 2011 with the City and the County to review a new payment plan for the past due taxes. The Partnership requested an accurate report reflecting the current status of the delinquent taxes of the Housing Complexes with detail on the status and process along with the supporting documents. According to the Partnership’s attorney, a plan was submitted by the General Partner to Wells Fargo and the County and City calling for a stay of proceedings by Wells Fargo pending 1) a sale of certain properties, 2) the payment of some of the tax delinquencies over time and, 3) the refinancing of properties with the intention of removing Wells Fargo by 2015. The Partnership’s attorney was hopeful that the County, City and Wells Fargo would cooperate on the tax delinquencies if the payments were made according to the submitted proposal. A meeting was held by Associates on July 25, 2012 to address the missing tax returns, audits, and ineffectiveness of the management company. On August 8, 2012 the General Partner provided the necessary information to the CPA in order to complete the tax returns. The Partnership’s investment balance was $0 as of both March 31, 2013 and 2012.

Under the terms of the delinquent real estate tax repayment plan negotiated by the General Partner with the City and County, monthly combined payments of $41,000 per month were to be made, current year taxes were to be paid when due and an annual balloon payment was to be made each December 31st. The General Partner began making these monthly installments in January 2012 with all monthly installments being paid current through December 2012. The General Partner, however, failed to pay the 2012 taxes when due and also failed to make the December 31st balloon payment as required thus defaulting on the payment agreement. No additional payments have been made subsequent to December 31, 2012. Wells Fargo, in turn, restored their motion for receivership and a court date of January 23, 2013 was established. After numerous discussions with the General Partner, it was clear the partner lacked the resources necessary to bring these delinquent payments current and a partner’s meeting was scheduled for January 11, 2013. At this meeting of the partners, the Limited Partner and the Special Limited Partner both voted to remove the General Partner for cause. The General Partner refused to recognize the vote so the Partnership filed a Temporary Restraining Order to prevent the removed General Partner from interfering with the transition to the new General Partner. Due to the poor condition of the books and records and other financial demands of these partnerships, the replacement General Partner has elected to file for bankruptcy. Local bankruptcy counsel has been hired, all filings are prepared and the actual filing occurred on January 22, 2013.

Future Contractual Cash Obligations

The following table summarizes the Partnership’s future contractual cash obligations as of March 31, ~~2013~~2015:

	2014		2015		2016		2017		2018		Thereafter		Total
	2016		2017		2018		2019		2020		Thereafter		Total
Asset management fees(1)	$	~~635~~456,~~411~~090	$	6130,~~408~~209	$	6130,~~408~~209	$	6130,~~408~~209	$	6130,~~408~~209	$	2966,~~087,872~~688	$	21,~~968~~543,~~915~~614
Total contractual cash obligations	$	~~635~~456,~~411~~090	$	6130,~~408~~209	$	6130,~~408~~209	$	6130,~~408~~209	$	6130,~~408~~209	$	2966,~~087,872~~688	$	21,~~968~~543,~~915~~614

(1) Asset management fees are payable annually until termination of the Partnership, which is to occur no later than 2052. The estimate of the fees payable included herein assumes the retention of the Partnership’s interest in all Housing Complexes owned at March 31, 2015 until December 31, 2052. Amounts due to the General Partner as of March 31, ~~2013~~2015 have been included in the ~~2014~~2016 column. The General Partner does not anticipate that these fees will be paid until such time as capital reserves are in excess of the aggregate of the existing contractual obligations and the anticipated future foreseeable obligations of the Partnership.

For additional information regarding asset management fees, see Note 3 to the financial statements included elsewhere herein.

Off-Balance Sheet Arrangements

The Partnerships has no off-balance sheet arrangements.

Exit Strategy

See Item 1 for information in this regard.

Impact of Recent Accounting Pronouncements

See footnote 1 to the financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data

		PAGE
Reports of Independent Registered Public Accounting Firms		F-1
Balance Sheets as of March 31, 2013 and 2012		F-4
Statements of Operations for the years ended March 31, 2013, 2012 and 2011		F-5
Statements of Partners’ Equity (Deficit) for the years ended March 31, 2013, 2012 and 2011		F-6
Statements of Cash Flows for the years ended March 31, 2013, 2012 and 2011		F-7
Notes to Financial Statements		F-8

Report of Independent Registered Public Accounting Firm

To the Partners

WNC Housing Tax Credit Fund VI, L.P., Series 6

We have audited the accompanying balance ~~sheet~~sheets of WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") as of March 31, ~~2013~~2015 and 2014, and the related statements of operations, partners’ ~~equity (~~deficit), and cash flows for each of the years in the three-year ~~then~~ period ended March 31, 2015. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audit~~audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund VI, L.P., Series 6 as of March 31, ~~2013~~2015 and 2014 and the results of its operations and its cash flows for the years in the three-year ~~then~~ period ended March 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

Our ~~audit~~audits ~~was~~were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed under Item 15(a)(2) in the index related to each of the years in the three-year period ended March 31, ~~2013~~2015 is presented for the purpose of complying with the Securities and Exchange Commission’'s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied to the ~~audit~~audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial statement data required to be set forth therein in relation to the basic financial statements taken as a whole.

/s/ CohnReznick, LLP ~~CohnReznick, LLP Bethesda, Maryland June 18, 2013~~

~~F-1~~Bethesda, Maryland

~~REPORT OF~~June ~~INDEPENDENT~~19, ~~REGISTERED~~2015

~~PUBLIC ACCOUNTING FIRM~~26

To the Partners

WNC Housing Tax Credit Fund VI, L.P., Series 6

We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund VI, L.P., Series 6 (the Partnership) as of March 31, 2012, and the related statements of operations, partners’ equity (deficit) and cash flows for each of the years in the two-year period ended March 31, 2012. The Partnership’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain Local Limited Partnerships which investments represent $0 of the total Partnership assets as of March 31, 2012; and $0 and $(66,624) of the total Partnership loss for the years ended March 31, 2012 and 2011, respectively. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to those Local Limited Partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of WNC Housing Tax Credit Fund, VI, L.P., Series 6 as of March 31, 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15(a)(2) in the index related to the years above are presented for the purpose of complying with the Securities and Exchange Commission’s rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied to the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial statement data required to be set forth therein in relation to the basic financial statements taken as a whole.

/s/ Reznick Group, P.C. Reznick Group, P.C. Bethesda, Maryland June 22, 2012

www.reznickgroup.com

F-2

INDEPENDENT AUDITOR’S REPORT

To the Partners

COTTON MILL ELDERLY LIVING CENTER, L.P.

Des Moines, Iowa

We have audited the accompanying balance sheet of COTTON MILL ELDERLY LIVING CENTER, L.P., as of December 31, 2010 and 2009 and the related statements of operations, changes in partners’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting, Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of COTTON MILL EDLERLY CENTER, L.P., as of December 31, 2010 and 2009 and the results of its operations, changes in partners’ equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Pailet, Meunier and LeBlanc, L.L.P. Metairie, Louisiana May 26,2011

F-3

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

BALANCE SHEETS

	March 31,
	2013			2012
	2015			2014
ASSETS
Cash and cash equivalents	$	722,~~113~~348		$	532,~~112~~285
Investments in Local Limited Partnerships, net (Notes 2 and 3)		9,465			54,147
Other assets		-			31,843
Total Assets	$	16,578		$	59,259
Investments in Local Limited Partnerships, net (Notes 2 and 3)		-			-
Total Assets	$	22,348		$	64,128
LIABILITIES AND PARTNERS’ DEFICIT
Liabilities:
Accrued fees and expenses due to General Partner and affiliates (Note 3)	$	~~574~~425,~~003~~881		$	~~452~~753,~~395~~919
Total Liabilities		~~574~~425,~~003~~881			~~452~~753,~~395~~919
Partners’ Deficit:
General Partner		(~~175~~173,~~404~~865	)		(~~173~~176,~~761~~728	)
Limited Partners (25,000 Partnership Units authorized; 20,495 and 20,500, respectively, Partnership Units issued and outstanding)		(382,021	)		(219,375	)
Limited Partners (25,000 Partnership Units authorized; 20,460 and 20,480, respectively, Partnership Units issued and outstanding)		(229,668	)		(513,063	)
Total Partners’ Deficit		(~~557~~403,~~425~~533	)		(~~393~~689,~~136~~791	)
Total Liabilities and Partners’ Deficit	$	1622,~~578~~348		$	5964,~~259~~128

See accompanying notes to financial statements

~~F-4~~27

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

STATEMENTS OF OPERATIONS

	For the Years Ended March 31,
	2013			2012			2011
	2015			2014			2013
Operating income:
Reporting fees	$	215,~~000~~055		$	~~500~~13,318		$	32,~~600~~000
Distribution income		-			-			2,708
Total operating income		2,000			500			6,308
Operating expenses and loss:
Amortization (Notes 2 and 3)		~~1,222~~-			~~3,956~~-			71,~~325~~222
Impairment loss (Note 2)		~~43,460~~-			~~250~~9,~~984~~465			~~365~~43,~~384~~460
Asset management fees (Note 3)		6136,~~408~~253			6152,~~408~~542			6361,~~271~~408
Legal and accounting		4036,~~535~~632			~~105~~102,~~282~~053			3240,~~415~~535
Write off of advances to Local Limited Partnerships		-			89,~~932~~500			~~3,535~~-
Other		19,665			16,547			6,025
Write off of other assets		17,738			-			-
Total operating expenses and loss		166,290			447,109			477,955
Other		13,414			27,848			19,665
Loss from operations		(164,290	)		(446,609	)		(471,647	)
Total operating expenses and loss		104,037			201,408			166,290
Equity in losses of Local Limited Partnerships (Note 2)		-			(30,851	)		(187,256	)
Loss from operations		(88,982	)		(188,090	)		(164,290	)
Gain on sale of Local Limited Partnership		-			-			18,299
Gain on sale of Local Limited Partnerships		375,233			55,720			-
Interest income		17			14			121
Net loss	$	(164,289	)	$	(477,459	)	$	(640,592	)
Net income (loss)	$	286,258		$	(132,366	)	$	(164,289	)
Net loss allocated to:
Net income (loss) allocated to:
General Partner	$	(12,~~643~~863	)	$	(41,~~775~~324	)	$	(61,~~406~~643	)
Limited Partners	$	~~(162~~283,~~646~~395	)	$	(~~472~~131,~~684~~042	)	$	(~~634~~162,~~186~~646	)
Net loss per Partnership Unit	$	(7.94	)	$	(23.06	)	$	(30.94	)
Net income (loss) per Partnership Unit	$	13.85		$	(6.40	)	$	(7.94	)
Outstanding weighted Partnership Units		20,~~495~~460			20,~~500~~480			20,~~500~~495

See accompanying notes to financial statements

~~F-5~~28

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

STATEMENTS OF PARTNERS’ ~~EQUITY (~~DEFICIT)

For the ~~Year~~Years ~~ended~~Ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011~~ 2013

	GeneralPartner			LimitedPartners			Total
	General Partner			Limited Partners			Total
Partners’ equity (deficit) at March 31, 2010	$	(197,580	)	$	887,495		$	689,915
Partners’ deficit at March 31, 2012	$	(173,761	)		(219,375	)		(393,136	)
Contributions (Note 5)		35,000			-			35,000
Net income (loss)		(1,643	)		(162,646	)		(164,289	)
Net loss		(6,406	)		(634,186	)		(640,592	)
Partners’ deficit at March 31, 2013		(175,404	)		(382,021	)		(557,425	)
Partners’ equity (deficit) at March 31, 2011		(168,986	)		253,309			84,323
Net income (loss)		(1,324	)		(131,042	)		(132,366	)
Net loss		(4,775	)		(472,684	)		(477,459	)
Partners’ deficit at March 31, 2014		(176,728	)		(513,063	)		(689,791	)
Partners’ deficit at March 31, 2012		(173,761	)		(219,375	)		(393,136	)
Net income (loss)		2,863			283,395			286,258
Net loss		(1,643	)		(162,646	)		(164,289	)
Partners’ deficit at March 31, 2015	$	(173,865	)	$	(229,668	)	$	(403,533	)
Partners’ deficit at March 31, 2013	$	(175,404	)	$	(382,021	)	$	(557,425	)

See accompanying notes to financial statements

~~F-6~~29

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

STATEMENTS OF CASH FLOWS

	For The Years Ended March 31,
	2013			2012			2011
	2015			2014			2013
Cash flows from operating activities:
Cash flows from operating activities: Net income (loss)	$	286,258		$	(132,366	)	$	(164,289	)
Net loss	$	(164,289	)	$	(477,459	)	$	(640,592	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization		-			-			1,222
Amortization		1,222			3,956			7,325
Impairment loss		-			9,465			43,460
Impairment loss		43,460			250,984			365,384
Gain on sale of Local Limited Partnership		(375,233	)		(55,720	)		-
Equity in losses of Local Limited Partnerships		-			30,851			187,256
Write off of advances to Local Limited Partnerships		-			9,500			-
Gain on sale of Local Limited Partnership		-			-			(18,299	)
(Increase) decrease in other assets		31,843			(31,843	)		-
Increase in accrued fees and expenses due to General Partner and affiliates		121,608			183,236			39,412
Increase (decrease) in accrued fees and expenses due to General Partner and affiliates		(328,038	)		179,916			121,608
Net cash provided by (used in) operating activities		2(385,~~001~~170	)		(821,~~432~~048	)		~~(59~~2,~~514~~001	)
Cash flows from investing activities:
Net proceeds from sale of Local Limited Partnership		-			-			18,299
Net proceeds from sale of Local Limited Partnerships		375,233			55,720			-
Advances to Local Limited Partnerships		-			(89,~~932~~500	)		~~(3,535~~-	)
Write off of advances to Local Limited Partnerships		-			8,932			3,535
Net cash provided by investing activities		375,2333			46,220			-
Net cash provided by investing activities		-			-			18,299
Net increase (decrease) in cash and cash equivalents		(9,937	)		25,172			2,001
Net increase (decrease) in cash and cash equivalents		2,001			(8,432	)		(41,215	)
Cash and cash equivalents, beginning of year		32,285			7,113			5,112
Cash and cash equivalents, beginning of year		5,112			13,544			54,759
Cash and cash equivalents, end of year	$	22,348		$	32,285		$	7,113
Cash and cash equivalents, end of year	$	7,113		$	5,112		$	13,544
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid	$	-800		$	~~800~~1,600		$	~~800~~-
Significant noncash investing and financing activities:
General Partner equity balance was increased and accrued fees and expenses due to General Partner and affiliates was decreased as a result of forgiveness of debt by the General Partner.	$	-		$	-		$	35,000

See accompanying notes to financial statements

~~F-7~~30

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 1 –- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

WNC Housing Tax Credit Fund VI, L.P., Series 6, a California Limited Partnership (the “Partnership”) was formed on March 3, 1997 under the laws of the State of California. The Partnership was formed to acquire limited partnership interests in other limited partnerships (“"Local Limited Partnerships”") which ~~owns~~own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complexes. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

The general partner is WNC & Associates, Inc. (“Associates” or the “General Partner”). The chairman and president of Associates own all the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates, as the Partnership has no employees of its own.

The Partnership shall continue in full force and effect until December 31, 2052, unless terminated prior to that date, pursuant to the partnership agreement or law.

The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.

The Partnership Agreement authorized the sale of up to 25,000 units of Limited Partnership interest (“Partnership Units”) at $1,000 per Partnership Unit. The offering of Partnership Units has concluded and 20,500 Partnership Units, representing subscriptions in the amount of $20,456,595, net of discounts of $2716,~~305~~100 for volume purchases and dealer discounts of $1627,~~100~~305 had been accepted. As of March 31, 2015 and 2014 a total of 20,460 and 20,480 Partnership Units, respectively, remain outstanding. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors in the Partnership (the “Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments.

The proceeds from the disposition of any of the Local Limited Partnership properties will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the Partnership. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership. Should such distributions occur, the Limited Partners will be entitled to receive distributions equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partner would then be entitled to receive proceeds equal to its capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

~~F-8~~Risks and Uncertainties

An investment in the Partnership and the Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks. These risks may impact the tax benefits of an investment in the Partnership, and the amount of proceeds available for distribution to the Limited Partners, if any, on liquidation of the Partnership’s investments. Some of those risks include the following:

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 1 –- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Low Income Housing Tax Credit rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction. Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.

The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years (the “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the Limited Partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes.

No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.

~~F-9~~32

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 1 –- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or their affiliates. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

Exit Strategy

Upon the sale of a Local Limited Partnership interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met. ~~None~~One of the Housing Complexes ~~have~~has completed ~~their~~its Compliance Period.

With that in mind, the General Partner is continuing its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, Partnership cash flow, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them or the applicable Local Limited Partnership Interests. The objective is to ~~maximize~~wind down the ~~Limited~~Partnership ~~Partners’~~after ~~return~~Low ~~wherever~~Income ~~possible~~Housing ~~and,~~Tax ~~ultimately,~~Credits toare ~~wind~~no ~~down~~longer ~~the Partnership~~available. Local Limited Partnership ~~interests~~Interests may be disposed of at any time by the General Partner in its discretion. While liquidation of the Housing Complexes or the applicable Local Limited Partnership Interests continues to be evaluated, the dissolution of the Partnership was not imminent as of March 31, ~~2013~~2015.

The proceeds from the disposition of any ~~of the~~ Housing ~~Complexes~~Complex will be used first to pay debts and other obligations per the ~~respective~~ applicable Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the ~~particular~~applicable Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership, as the proceeds first would be used to pay Partnership obligations and funding of reserves.

~~As of March 31, 2011, the Partnership had sold its Local Limited Partnership Interest in Trenton Village Apts., LP.~~33

F-10

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 1 –- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

As of March 31, 2014, the Partnership had sold its Local Limited Partnership Interest in Trenton Village Apartments, L.P., Ottawa I Limited Partnership and Preservation Partners I, L.P. The Partnership had also sold the Housing Complex of United Development Co., L.P-97.0. The Compliance Periods have been completed therefore there is no risk of recapture.

During the year ended March 31, 2015, the Partnership sold its Local Limited Partnership Interest in Wagner Partnership 99 Limited Partnership (“Wagner”) to an unrelated party for $1. Wagner was appraised for $710,000, and had a mortgage note balance of $778,105 as of December 31, 2013. The Partnership incurred approximately $9,175 in sales related expenses which were netted against the sale proceeds, to calculate a loss on sale of $9,174. No cash distribution will be made to the Limited Partners as a result of this sale. The investment balance was zero at the time of sale. The Compliance Period for expires in 2015. The respective purchasers have guaranteed that the Local Limited Partnerships will stay in compliance with the Low Income Housing Tax Credit code, therefore there is no risk of recapture to the investors of the Partnership.

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS– CONTINUED

For the Years Ended March 31, 2015, 2014 and 2013

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

As of March 31, 2015, the Partnership has identified the following Local Limited Partnerships for possible disposition as listed in the table below.

Local Limited Partnerships	Appraisal value		Mortgage balance of Local Limited Partnership as of 12/31/2014		Estimated sales price		Estimated closing date
Cotton Mill Elderly Living Center, L.P.	$	115,000	$	611,837		*		*
Brighton Ridge Apartments, L.P.		1,490,000		312,802		*		*
St. Susanne Associates I, L.P.		550,000		613,060		*		*
Summer Wood Apartments Limited Partnership		250,000		875,841		*		*
West Liberty Family Apartments, Ltd.		290,000		1,179,176		*		*
West Mobile County Housing, LTD (1)		770,000		1,066,251		38,000	05/29/2015

*As of the date of this report, the sales price and expected closing date cannot be determined.

(1)

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS– CONTINUED

For the Years Ended March 31, 2015, 2014 and 2013

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Method of Accounting For Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and any estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment and were being amortized over 30 years. (See Notes 2 and 3)

“"Equity in losses of Local Limited Partnerships” " for each year ended March 31 has been recorded by the Partnership based on the twelve months of reported results provided by the Local Limited Partnerships for each year ended December 31. Equity in losses from the Local Limited Partnerships allocated to the Partnership is not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended.

~~F-11~~36

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 1 –- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Distributions received from the Local Limited Partnerships are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as distribution income. As of ~~March~~all ~~31,~~periods ~~2013~~presented, all of the balances in Local Limited Partnerships have reached zero.

Use of Estimates

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As of ~~both~~ March 31, ~~2013~~2015 and ~~2012~~ 2014, the ~~Partnership~~Partnerships had no$22,348 and $32,285 in cash and cash equivalents, respectively.

Reporting Comprehensive Income

The Partnership had no items of other comprehensive income for all periods presented.

Net Income (Loss) Per Partnership Unit

Net income (loss) per Partnership Unit includes no dilution and is computed by dividing loss allocated to Limited Partners by the weighted average Partnership Units outstanding during the period. Calculation of diluted net loss per Partnership Unit is not required.

Income Taxes

Revenue Recognition

The Partnership is entitled to receive reporting fees from the Local Limited Partnerships. The intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships. Due to the uncertainty of the collection of these fees, the Partnership recognizes reporting fees as collections are made.

~~F-12~~37

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 1 –- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Amortization

Acquisition fees and costs were being amortized over 30 years using the straight-line method. Amortization expense for the years ended March 31, ~~2013~~2015, ~~2012~~2014, and ~~2011~~ 2013 was $10,~~222,~~ $~~3,956~~0 and $71,~~325~~222, respectively. ~~Future~~Acquisition ~~estimated~~fees ~~annual~~and ~~amortization~~costs ~~expense~~have ~~for~~been ~~each~~fully ofamortized ~~the~~or ~~years~~impaired ~~through~~ as of March 31, ~~2018 is $584~~2015.

Impairment

The Partnership reviews its investments in Local Limited ~~Partnership~~Partnerships for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such investments may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the sum of the total amount of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investment. AsNo ofimpairment ~~March~~loss ~~31,~~was ~~2009,~~recorded ~~all~~on ~~Local Limited Partnerships were considered not to have any residual value in consideration of~~ the ~~economic~~investments ~~circumstances.~~during ~~For~~ the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011 impairment loss related to investment in Local Limited Partnerships was $0, $192,213 and $295,451, respectively~~2013.

The Partnership also evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investment. ~~As of March 31, 2009, all Local Limited Partnerships were considered not to have any residual value in consideration of the economic circumstances.~~ For the years ended March 31, ~~2013~~2015, ~~2012~~2014, and ~~2011~~2013, impairment loss on the intangibles was $430,~~460,~~ $589,~~771~~465 and $6943,~~933~~460, respectively.

Impact of Recent Accounting Pronouncements

In ~~June~~January ~~2009~~2014, the ~~Financial Accounting Standards Board (“~~FASB”) issued an amendment to the accounting and disclosure requirements for ~~the~~investments ~~consolidation~~in ofqualified ~~variable interest~~affordable ~~entities~~housing ~~(VIEs)~~projects. The ~~amended~~amendments provide guidance ~~modifies~~on ~~the~~accounting ~~consolidation~~for ~~model~~investments toby ~~one~~a ~~based~~reporting onentity ~~control~~in ~~and~~flow-through ~~economics,~~limited ~~and~~liability ~~replaced quantitative~~entities ~~primary~~that ~~beneficiary~~manage ~~analysis~~or ~~with~~invest ain ~~qualitative~~affordable ~~analysis.~~housing ~~The~~projects ~~primary~~that ~~beneficiary~~qualify offor athe ~~VIE~~low-income ~~will~~housing betax ~~the~~credit. ~~entity~~The ~~that has~~amendments ~~(1)~~permit ~~the~~reporting ~~power~~entities to ~~direct~~make ~~the~~an ~~activities~~accounting ofpolicy ~~the~~election ~~VIE~~to ~~that~~account ~~most~~for ~~significantly~~their ~~impact~~investments ~~the~~in ~~VIE’s~~qualified ~~economic~~affordable ~~performance~~housing ~~and~~projects ~~(2)~~ using the ~~obligation~~proportional toamortization ~~absorb~~method ~~losses~~if orcertain ~~receive~~conditions ~~benefits~~are ~~that~~met. ~~could~~Under ~~potentially~~the beproportional ~~significant~~amortization tomethod, ~~the~~an ~~VIE.~~entity Ifamortizes ~~multiple~~the ~~unrelated~~initial ~~parties share~~cost ~~such~~of ~~power,~~the asinvestment ~~defined,~~in noproportion ~~party~~to ~~will~~the betax ~~required~~credits toand ~~consolidate~~other ~~the~~tax ~~VIE.~~benefits ~~Further~~received, ~~the~~and ~~amended~~recognizes ~~guidance~~the ~~requires~~net ~~continual reconsideration~~investment ofperformance in the ~~primary~~income ~~beneficiary~~statement ofas a ~~VIE~~component ~~and~~of ~~adds~~income antax ~~additional~~expense ~~reconsideration~~(benefit). ~~event~~The ~~for~~amendments ~~determination~~are ofeffective ~~whether~~for ~~an entity~~interim isand aannual ~~VIE.~~periods ~~Additionally,~~beginning ~~the~~after ~~amendment~~December ~~requires~~15, ~~enhanced~~2014 and ~~expanded~~should ~~disclosures~~be ~~around~~applied ~~VIEs.~~retrospectively ~~This~~to ~~amendment~~all isperiods ~~effective for~~presented. ~~fiscal~~Early ~~years~~adoption ~~beginning~~is ~~after November 15, 2009~~permitted. The adoption of this ~~guidance~~update onis ~~April 1, 2010 did~~ not ~~have~~expected ato ~~material~~materially ~~effect on~~affect the Partnership’'s financial statements.

In ~~May~~February ~~2011~~2015, the FASB issued anASU ~~update~~No. 2015-02, “Consolidation (Topic 810): Amendments to ~~existing~~ the Consolidation Analysis”. This will improve certain areas of consolidation guidance ~~related~~for toreporting ~~fair~~organizations ~~value~~that ~~measurements~~are onrequired ~~how~~to evaluate whether to ~~measure~~consolidate ~~fair~~certain ~~value~~legal ~~and~~entities ~~what~~such ~~disclosures~~as tolimited ~~provide~~partnerships, ~~about~~limited ~~fair~~liability ~~value~~corporations ~~measurements~~and securitization structures. ~~For~~ ~~fair~~ASU ~~value~~2015-02 ~~measurements~~simplifies ~~categorized~~and asimproves ~~level~~GAAP 3,by: eliminating the presumption that a ~~reporting~~general ~~entity~~partner should ~~disclose~~consolidate ~~quantitative~~a ~~information~~limited ofpartnership, eliminating the ~~unobservable inputs~~indefinite ~~and~~deferral ~~assumptions~~of FASB Statement No. 167, athereby ~~description~~reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the ~~valuation~~limited ~~processes~~partnership consolidation model) and ~~narrative~~clarifying ~~description~~when offees ~~the~~paid ~~sensitivity~~to ofa ~~the~~decision ~~fair~~maker ~~value~~ should be a factor to ~~changes~~include in ~~unobservable~~the ~~inputs~~consolidation of VIEs. ~~This~~ASU ~~update~~2015-02 iswill be effective for ~~interim and annual~~ periods beginning after December 15, ~~2011~~2015. The ~~adoption~~ ofPartnership ~~this~~is ~~update~~currently ~~did~~evaluating ~~not~~the ~~materially~~potential ~~affect~~impact of the ~~Partnership’s~~adoption of this guidance on its financial statements.

~~F-13~~38

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 2 –- INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

As of March 31, ~~2013~~2015 and ~~2012~~2014, the Partnership owns Local Limited Partnership interests in 147 and 11 Local Limited Partnerships, respectively, each of which owns one Housing Complex consisting of an aggregate ~~576~~246 and 424, respectively, apartment units. The respective Local General Partners of the Local Limited Partnerships manage the day to day operations of the entities. Significant Local Limited Partnership business decisions require approval from the Partnership. The Partnership, as a limited partner, is generally entitled to 99.98%, as specified in the Local Limited Partnership agreements, of the operating profits and losses, taxable income and losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.

The Partnership’'s investments in Local Limited Partnerships as shown in the balance sheets at March 31, ~~2013~~2015 and ~~2012~~2014 are approximately $(21,~~216~~551,000) and $(2859,~~896,~~000), respectively, less than the Partnership’'s equity at the preceding December 31 as shown in the Local Limited Partnerships’ combined financial statements presented below. This difference is primarily due to unrecorded losses as discussed below, and acquisition, selection and other costs related to the acquisition of the investments which have been capitalized in the Partnership’'s investment account along with impairment losses recorded in the Partnership’s investment account and capital contributions payable to the Local Limited Partnerships which were netted against partner capital in the Local Limited Partnerships’ financial statements.

The Partnership reviews its investments in Local Limited ~~Partnership~~Partnerships for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such investments may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the sum of the total amount of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investment. AsNo ofimpairment ~~March~~loss ~~31,~~was ~~2009,~~recorded ~~all~~on ~~Local Limited Partnerships were considered not to have any residual value in consideration of~~ the ~~economic~~investments ~~circumstances.~~during ~~For~~ the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011, impairment loss related to investment in Local Limited Partnerships was $0, $192,213 and $295,451~~2013.

As of March 31, ~~2013~~2015 and ~~2012~~2014, the investment accounts in all Local Limited Partnerships have reached a zero balance. Consequently, a portion of the Partnership’s estimate of its share of losses for the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2010~~2013 amounting to approximately $~~696~~294,000, $~~752~~1,453,000 and $~~579~~696,000, respectively, have not been recognized. As of March 31, ~~2013~~2015, the aggregate share of net losses not recognized by the Partnership amounted to approximately $32,~~981~~246,000.

~~F-14~~39

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 2 –- INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

The following is a summary of the equity method activity of the investments in Local Limited Partnerships for periods presented:

	For The Years Ended March 31,
	2013			2012			2011
	2015			2014			2013
Investments per balance sheet, beginning of period	$	~~54,147~~-		$	~~339~~9,~~938~~465		$	~~899~~54,~~903~~147
Impairment loss		~~(43,460~~-	)		(~~250~~9,~~964~~465	)		(~~365~~43,~~384~~460	)
Equity in losses of Local Limited Partnerships		-			~~(30,851~~-	)		~~(187,256~~-	)
Amortization of paid acquisition fees and costs		~~(1,222~~-	)		~~(3,956~~-	)		(71,~~325~~222	)
Investments per balance sheet, end of period	$	~~9,465~~-		$	~~54,147~~-		$	~~339~~9,~~938~~465

	For the Years Ended March 31,
	2013		2012		2011
	2015		2014		2013
Investments in Local Limited Partnerships, net	$	-	$	-	$	~~223,064~~-
Acquisition fees and costs, net of accumulated amortization of $438, $2,355 and $4,803		9,465		54,147		116,874
Acquisition fees and costs, net of accumulated amortization of $0, $0, and $438		-		-		9,465
Investments per balance sheet, end of period	$	~~9,465~~-	$	~~54,147~~-	$	~~339~~9,~~938~~465

~~F-15~~40

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 2 –- INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

The financial information from the individual financial statements of the Local Limited Partnerships includes rental and interest subsidies. Rental subsidies are included in total revenues and interest subsidies are generally netted against interest expense. Approximate combined condensed financial information from the individual financial statements of the Local Limited Partnerships as of December 31 and for the years then ended is as follows:

COMBINED CONDENSED BALANCE SHEETS

	2012		2011
	2014		2013
ASSETS
Buildings and improvements (net of accumulated depreciation for 2012 and 2011 of $14,882,000 and $13,923,000 respectively)	$	18,312,000	$	19,218,000
Buildings and improvements (net of accumulated depreciation for 2014 and 2013 of $6,583,000 and $11,826,000 respectively)	$	8,011,000	$	12,140,000
Land		1861,~~663,~~000		1,~~663~~384,000
Other assets		1807,~~523,~~000		1,~~514~~247,000
Total assets	$	219,~~498~~679,000	$	2214,~~395~~771,000
LIABILITIES
LIABILITIES Mortgage loans payable	$	5,145,000	$	8,965,000
Mortgage loans payable	$	13,498,000	$	13,651,000
Due to related parties		843,000		1,362,000
Due to related parties		2,099,000		2,580,000
Other liabilities		463,000		1,075,000
Other liabilities		1,102,000		1,015,000
Total liabilities		6,451,000		11,402,000
Total liabilities		16,699,000		17,246,000
PARTNERS' EQUITY WNC Housing Tax Credit Fund VI, L.P., Series 6		1,551,000		859,000
PARTNERS’ EQUITY
Other partners		1,677,000		2,510,000
WNC Housing Tax Credit Fund VI, L.P., Series 6		2,225,000		2,950,000
Total partners’ equity		3,228,000		3,369,000
Other partners		2,574,000		2,199,000
Total liabilities and partners’ equity	$	9,679,000	$	14,771,000
Total partners’ equity		4,799,000		5,149,000
Total liabilities and partners’ equity	$	21,498,000	$	22,395,000

~~F-16~~41

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 2 –- INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

COMBINED CONDENSED STATEMENTS OF OPERATIONS

	2012			2011			2010
	2014			2013			2012
Revenues	$	31,~~183~~303,000		$	32,~~250~~346,000		$	3,~~192~~183,000
Expenses:
Operating expenses		2989,~~174,~~000			2324,~~304,~~000			2,~~285~~174,000
Interest expense		~~550~~166,000			~~566~~763,000			~~551~~550,000
Depreciation and amortization		1442,~~122,~~000			12,~~120~~700,000			1,~~110~~122,000
Total expenses		31,~~846~~597,000			3,~~990~~787,000			3,~~946~~846,000
Net loss	$	(~~663~~294,000	)	$	(~~740~~1,441,000	)	$	(~~754~~663,000	)
Net loss allocable to the Partnership	$	(~~655~~294,000	)	$	(~~735~~1,427,000	)	$	(~~732~~655,000	)
Net loss recorded by the Partnership	$	-		$	~~(31,000~~-	)	$	~~(187,000~~-	)

Certain Local Limited Partnerships have incurred significant operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partners may be required to sustain operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership’'s investment in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing Tax Credits could occur.

~~Troubled Housing Complexes~~42

On September 13, 2011, the Partnership was notified by legal counsel for the Local General Partner of United Development Co., L.P. – 97.0 (“UD 97.0”) that the Local General Partner is being sued by Wells Fargo Bank for being in default of past due property taxes. Wells Fargo Bank holds the mortgage note on this Housing Complex as well as additional properties managed by this Local General Partner. Wells Fargo Bank has stated that all the loans are current in mortgage payments but due to the fact that property taxes are past due on all the properties, they are suing to call for all the notes to be paid in full immediately.

F-17

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 23 –- ~~INVESTMENTS~~RELATED INPARTY ~~LOCAL LIMITED PARTNERSHIPS, continued~~TRANSACTIONS

NOTE 3 – RELATED PARTY TRANSACTIONS

Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or their affiliates for the following items:

Acquisition fees equal to 7% of the gross proceeds from the sale of Partnership Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships. At the end of all periods presented, the Partnership incurred acquisition fees of $1,435,000, which have been included in investments in Local Limited Partnerships. Accumulated amortization of these capitalized costs was ~~$438~~zero ~~and~~for ~~$2,355~~all asperiods ~~of March 31, 2013 and 2012, respectively~~presented. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investments. If an impairment loss related to the acquisition expenses is recorded, the accumulated amortization is reduced to zero at that time.

Reimbursement of costs incurred by the General Partners or an affiliate in connection with the acquisition of the Local Limited Partnerships. These reimbursements have not exceeded 2% of the gross proceeds. As of the end of all periods presented, the Partnership had incurred acquisition costs of $111,334 which have been included in investments in Local Limited Partnerships. Accumulated amortization was $111,334 for all periods presented.

An annual asset management fee equal to 0.2% of the Invested Assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $6136,~~408~~253, $6152,~~408~~542 and $6361,~~271~~408 were incurred during the years ended March 31, ~~2013~~2015, ~~2012~~2014, and ~~2011~~2013, respectively, of which $0200,000, $0 and $~~30,000~~ 0 was paid during the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011~~2013, respectively.

The Partnership reimbursed the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements paid were approximately $0229,574, $0 40,000 and $~~34,000~~0 during the years ended March 31, ~~2013~~2015, ~~2012~~2014 and ~~2011~~2013, respectively.

F-18

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, 2013, 2012 and 2011

NOTE 3 – RELATED PARTY TRANSACTIONS, continued

A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 12% through December 31, 2008 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.

The accrued fees and expenses due to the General Partner and affiliates consist of the following at:

	March 31,
	2013		2012
	2015		2014
Expenses paid by the General Partner or an affiliate on behalf of the Partnership	$	~~229~~192,~~868~~951	$	~~169~~357,~~668~~242
Asset management fee payable		~~334~~232,~~135~~930		~~282~~396,~~727~~677
Total	$	~~574~~425,~~003~~881	$	~~452~~753,~~395~~919

The General Partner and/or its affiliates do not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of the future foreseeable working capital requirements of the Partnership. The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through June 30, 2014.43

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS– CONTINUED

For the Years Ended March 31, 2015, 2014 and 2013

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

NOTE 4 – QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly operations for the years ended March 31 (rounded):

	June 30			September 30			December 31			March 31
2015	June 30			September 30			December 31			March 31
2013
Income	$	10,000		$	5,000		$	-		$	-
Income	$	2,000		$	-		$	-		$	-
Operating expenses and loss		(12,000	)		(41,000	)		(35,000	)		(16,000	)
Operating expenses and loss		(95,000	)		(29,000	)		(19,000	)		(23,000	)
Loss from operations		(2,000	)		(36,000	)		(35,000	)		(16,000	)
Loss from operations		(93,000	)		(29,000	)		(19,000	)		(23,000	)
Gain on sale of Local Limited Partnerships		22,000			341,000			12,000			-
Net loss		(93,000	)		(29,000	)		(19,000	)		(23,000	)
Net income (loss)		20,000			305,000			(23,000	)		(16,000	)
Net loss available to Limited Partners		(92,000	)		(29,000	)		(19,000	)		(23,000	)
Net income (loss) available to Limited Partners		20,000			303,000			(23,000	)		(16,000	)
Net loss per Partnership Unit		(4	)		(1	)		(1	)		(2	)
Net income (loss) per Partnership Unit		1			15			(1	)		(1	)

~~F-19~~44

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS – CONTINUED

For the Years Ended March 31, ~~2013~~2015, ~~2012~~ 2014 and ~~2011~~2013

NOTE 4 – QUARTERLY RESULTS OF OPERATIONS (UNAUDITED), continued

	June 30			September 30			December 31			March 31
2014	June 30			September 30			December 31			March 31
2012
Income	$	12,000		$	-		$	1,000		$	-
Income	$	1,000		$	-		$	-		$	-
Operating expenses and loss		(73,000	)		(58,000	)		(42,000	)		(29,000	)
Operating expenses and loss		(274,000	)		(29,000	)		(120,000	)		(24,000	)
Loss from operations		(61,000	)		(58,000	)		(41,000	)		(29,000	)
Loss from operations		(273,000	)		(29,000	)		(120,000	)		(24,000	)
Gain (loss) on sale of Local Limited Partnerships		-			-			57,000			(1,000	)
Equity in losses of Local Limited Partnerships		(28,000	)		(3,000	)		-			-
Net income (loss)		(61,000	)		(58,000	)		16,000			(30,000	)
Net loss		(301,000	)		(32,000	)		(120,000	)		(24,000	)
Net income (loss) available to Limited Partners		(60,000	)		(57,000	)		16,000			(30,000	)
Net loss available to Limited Partners		(298,000	)		(32,000	)		(119,000	)		(24,000	)
Net income (loss) per Partnership Unit		(3	)		(3	)		1			(1	)
Net loss per Partnership Unit		(15	)		(2	)		(6	)		-

	June 30			September 30			December 31			March 31
2011
2013
Income	$	2,000		$	~~4,000~~-		$	-		$	-
Operating expenses and loss		(~~386~~95,000	)		(2329,000	)		(2319,000	)		(4623,000	)
Loss from operations		(~~384~~93,000	)		(1929,000	)		(2319,000	)		(4623,000	)
Equity in losses of Local Limited Partnerships		(59,000	)		(49,000	)		(49,000	)		(30,000	)
Net loss		(93,000	)		(29,000	)		(19,000	)		(23,000	)
Gain on sale of Local Limited Partnerships		-			-			18,000			-
Net loss available to Limited Partners		(92,000	)		(29,000	)		(19,000	)		(23,000	) )
Net loss		(443,000	)		(68,000	)		(54,000	)		(76,000	)
Net loss per Partnership Unit		(4	)		(1	)		(1	)		(2	)
Net loss available to Limited Partners		(439,000	)		(67,000	)		(53,000	)		(75,000	)
Net loss per Partnership Unit		(21	)		(3	)		(3	)		(4	)

~~F-20~~NOTE 5 – SUBSEQUENT EVENTS

~~WNC~~Subsequent ~~HOUSING~~to ~~TAX~~March ~~CREDIT~~31, ~~FUND~~2015, VIthe Partnership sold its Local Limited Partnership interest in West Mobile County Housing, LLTD (“West Mobile”).PWest Mobile was appraised for $770,000. The Partnership received $38,000 ~~SERIES 6~~in cash proceeds all of which will be used to reimburse the General Partner or affiliates for expenses paid on its behalf. The estimated gain on sale is $38,000. The investment balance was zero at the time of the sale of the Local Limited Partnership.

~~(A California Limited Partnership)~~45

~~NOTES~~Item TO9. Changes ~~FINANCIAL~~in ~~STATEMENTS~~and –Disagreements ~~CONTINUED~~with Accountants on Accounting and Financial Disclosure

~~For the Years Ended March 31, 2013, 2012 and 2011~~NONE

~~NOTE~~Item 59A. –Controls ~~CAPITAL~~and ~~CONTRIBUTIONS~~Procedures

~~During~~(a) Evaluation ~~the year ended March 31, 2011, the Partnership was relieved~~ of ~~debt~~disclosure ~~owed~~controls to the General Partner totaling $35,000. During the year ended March 31, 2010, the General Partner paid expenses on behalf of the Partnership. The advances were deemed to be uncollectible by the General Partner, and as such, the debt was forgiven. The cancellation of debt was recorded by the Partnership as a capital contribution from the General Partner to the Partnership and as such it is reflected in the statement of partners’ equity (deficit) in the Partnership’s financial statements.procedures

FAs of the end of the period covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-2115 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.

~~Item~~The 9Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. ~~Changes~~Factors in ~~and~~the ~~Disagreements~~accounting ~~with~~at ~~Accountants~~the onLocal ~~Accounting~~Limited Partnerships have caused delays in the provision of such information during past reporting periods, and ~~Financial~~resulted ~~Disclosure~~in the Partnership’s inability to file its periodic reports in a timely manner.

~~NONE~~Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.

~~Item~~(b) Management’s ~~9A.~~annual ~~Controls~~report ~~and~~on ~~Procedures~~internal control over financial reporting

(a)	Evaluation of disclosure controls and procedures
	As of the end of the period covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.
	The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.
	Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.
(b)	Management’s annual report on internal control over financial reporting
	The management of Associates is responsible for establishing and maintaining for the Partnership adequate internal control over financial reporting as that term is defined in Securities Exchange Act Rule 13a-15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of March 31, 2013. The internal control process of Associates, as it is applicable to the Partnership, was designed to provide reasonable assurance to Associates regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:

The management of Associates is responsible for establishing and maintaining for the Partnership adequate internal control over financial reporting as that term is defined in Securities Exchange Act Rule 13a-15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of March 31, 2015. The internal control process of Associates, as it is applicable to the Partnership, was designed to provide reasonable assurance to Associates regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:

	(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
	(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that the Partnership’s receipts and expenditures are being made only in accordance with authorization of the management of Associates; and
	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

~~All~~(2) ~~internal~~Provide ~~control~~reasonable ~~processes,~~assurance nothat ~~matter~~transactions ~~how~~are ~~well~~recorded ~~designed,~~as ~~have~~necessary ~~inherent limitations. Therefore, even those processes determined~~ to bepermit ~~effective~~preparation ~~can~~of ~~provide~~financial ~~only~~statements ~~reasonable~~in ~~assurance~~accordance with ~~respect~~generally toaccepted ~~the~~accounting ~~reliability~~principles ofin ~~financial~~the ~~statement~~United ~~preparation~~States, and ~~presentation.~~that ~~Further,~~the ~~projections~~Partnership’s ofreceipts ~~any~~and ~~evaluation~~expenditures ~~of effectiveness to future periods~~ are ~~subject~~being tomade ~~the~~only ~~risk~~in ~~that~~accordance ~~controls~~with ~~may~~authorization ~~become inadequate because~~ of ~~changes in conditions or that~~ the ~~degree~~management of ~~compliance~~Associates; ~~with the policies or procedures may deteriorate.~~and

29(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

	Management of Associates assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of the end of the Partnership’s most recent fiscal year. In making this assessment, it used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management of Associates concluded that, for the reasons set forth above under “Disclosure controls and procedures”, the internal control over financial reporting, as it is applicable to the Partnership, was not effective as of March 31, 2013.
	For purposes of the Securities Exchange Act of 1934, the term “material weakness” is a deficiency, or a combination of deficiencies, in a reporting company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. For the reasons discussed above in this Item 9A, sub-section (a) under the caption “Disclosure controls and procedures,” the Partnership’s internal control over financial reporting has not been effective in permitting timely reporting of the Partnership’s financial information. Accordingly, the management of Associates believes that this inability to generate timely reports constitutes a material weakness in its internal control over financial reporting.
(c)	Changes in internal controls
	There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended March 31, 2013 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

All internal control processes, no matter how well designed, have inherent limitations. Therefore, even those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

~~Item~~Management 9Bof Associates assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Partnership, as of the end of the Partnership’s most recent fiscal year. ~~Other~~In ~~Information~~making this assessment, it used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management of Associates concluded that, for the reasons set forth above under “Disclosure controls and procedures”, the internal control over financial reporting, as it is applicable to the Partnership, was not effective as of March 31, 2015.

~~NONE.~~46

~~PART~~For ~~III~~purposes of the Securities Exchange Act of 1934, the term “material weakness” is a deficiency, or a combination of deficiencies, in a reporting company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. For the reasons discussed above in this Item 9A, sub-section (a) under the caption “Evaluation of disclosure controls and procedures,” the Partnership’s internal control over financial reporting has not been effective in permitting timely reporting of the Partnership’s financial information. Accordingly, the management of Associates believes that this inability to generate timely reports constitutes a material weakness in its internal control over financial reporting.

~~Item~~(c) Changes ~~10.~~in ~~Directors~~internal ~~and Executive Officers of the Registrant~~controls

~~(a)~~There ~~Identification~~were ofno ~~Directors,~~changes ~~(b)~~in ~~Identification~~the ofPartnership’s ~~Executive~~internal ~~Officers,~~control ~~(c)~~over ~~Identification~~financial ofreporting ~~Certain~~that ~~Significant~~occurred ~~Employees~~during the quarter ended March 31, ~~(d)~~2015 ~~Family~~that ~~Relationships~~materially affected, ~~and~~or ~~(e)~~are ~~Business~~reasonably ~~Experience~~likely to materially affect, the Partnership’s internal control over financial reporting.

~~Neither~~Item ~~the General Partner nor the Partnership has directors, executives officers or employees of its own~~9B. ~~The~~Other business of the Partnership is conducted primarily through Associates. Associates is a California corporation which was organized in 1971. The following biographical information is presented for the officers and employees of Associates with principal responsibility for the Partnership’s affairs.Information

~~WNC & Associates, Inc. a California corporation which was organized in 1971. Its officers and significant employees are:~~NONE

~~Wilfred~~PART NIII. Cooper, Sr. Chairman Wilfred N. Cooper, Jr. President, Chief Executive Officer and Secretary Michael J. Gaber Executive Vice President and Chief Operating Officer David N. Shafer, Esq. Executive Vice President Melanie R. Wenk, CPA Vice President – Chief Financial Officer Darrick Metz Senior Vice President – Originations Christine A. Cormier Senior Vice President – Investor Relations Kelly Henderson Senior Vice President – Legal Affairs Anand Kannan Senior Vice President – Development Gregory S. Hand Senior Vice President – Underwriting Anil Advani Senior Vice President – Private Label Funds

30Item 10. Directors and Executive Officers of the Registrant

In(a) ~~addition~~Identification toof ~~Wilfred N. Cooper~~Directors, ~~Sr.,~~(b) ~~the directors~~Identification of ~~WNC~~Executive ~~& Associates~~Officers, ~~Inc.~~(c) ~~are~~Identification ~~Wilfred~~of N.Certain ~~Cooper,~~Significant ~~Jr.~~Employees, ~~Kay~~(d) L.Family ~~Cooper~~Relationships, and ~~Jennifer~~(e) E.Business ~~Cooper.~~Experience

~~Wilfred~~The N.Partnership ~~Cooper,~~has ~~Sr.~~no isdirectors, ~~the~~executives ~~founder~~officers ~~and~~or ~~Chairman of~~employees ~~the Board~~ of ~~Directors~~its ~~of WNC & Associates, Inc~~own., The abusiness ~~Director~~ of ~~WNC Capital Corporation, and a general partner in some of~~ the ~~partnerships~~Partnership ~~previously~~is ~~sponsored~~conducted byprimarily ~~WNC~~through & Associates~~, Inc~~. Mr. Cooper has been actively involved in the affordable housing industry since 1968. Previously, during 1970 and 1971, he was founder and a principal of Creative Equity Development Corporation, a predecessor of WNC & Associates, ~~Inc.,~~is ~~and of Creative Equity Corporation,~~ a ~~real~~California ~~estate~~corporation ~~investment~~which ~~firm. For 12 years before that, Mr. Cooper~~ was ~~employed~~organized ~~by Rockwell International Corporation, last serving as its manager of housing and urban developments where he had responsibility for factory-built housing evaluation and project management~~ in ~~urban planning and development~~1971. The Hefollowing ~~has testified~~biographical ~~before~~information ~~committees of the U.S. Senate and the U.S. House of Representatives on matters pertaining to the affordable housing industry. Mr. Cooper~~ is apresented ~~Life Director of the National Association of Home Builders (“NAHB”), a National Trustee~~ for ~~NAHB’s~~ ~~Political Action Committee, and a past Chairman of NAHB’s Multifamily Council. He is a Life Trustee of~~ the ~~National Housing~~officers ~~Conference,~~ and aemployees ~~co-founder and Director Emeritus~~ of ~~the~~Associates ~~California~~with ~~Housing~~principal ~~Consortium.~~responsibility Hefor is the ~~husband~~Partnership’s ~~of Kay Cooper and the father of Wilfred N~~affairs. ~~Cooper, Jr. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.~~

~~Wilfred N. Cooper, Jr. is President, Chief Executive Officer, Secretary, a Director, and a member of the Investment Committee, of~~ WNC & Associates, Inc. ~~He is President and~~ a ~~Director~~California ~~of,~~corporation ~~and~~which awas ~~registered~~organized ~~principal with, WNC Capital Corporation. He has been involved~~ in ~~real estate investment and acquisition activities since 1988 when he joined WNC & Associates, Inc~~1971. ~~Previously,~~Its heofficers served as a Government Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper serves on the Orange County Advisory Board of U.S. Bank, the Board of Trustees of NHC, the Editorial Advisory Board of Tax Credit Advisor, and ~~the~~significant ~~Tax~~employees Policy Council of the National Trust for Historic Preservation. He is a member of the Urban Land Institute and of Vistage International, a global network of business leaders and chief executives. He is the son of Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper graduated from The American University in 1985 with a Bachelor of Arts degree.are:

~~Michael~~Wilfred JN. ~~Gaber~~Cooper, isSr. anChairman ~~Executive~~Wilfred ~~Vice~~N. ~~President~~Cooper, ~~Chief~~ ~~Operating~~Jr. ~~Officer~~President, ~~chair~~Chief ofExecutive ~~the~~Officer ~~Investment Committee,~~ and ~~oversees~~Secretary ~~the~~Michael ~~Property Acquisition and Investment Management groups, of WNC & Associates, Inc~~J. ~~Mr.~~ Gaber ~~has~~Executive ~~been~~Vice ~~involved~~President ~~in real estate acquisition, valuation~~ and ~~investment~~Chief ~~activities~~Operating ~~since 1989~~Officer ~~and~~David ~~has~~N. ~~been associated with WNC & Associates~~Shafer, ~~Inc~~Esq. ~~since~~Executive ~~1997.~~Vice ~~Prior~~President toMelanie ~~joining~~R. ~~WNC & Associates~~Wenk, ~~Inc.,~~CPA heSenior ~~was~~Vice ~~involved in~~President ~~the~~– ~~valuation~~Chief ~~and~~Financial ~~classification~~Officer ofDarrick ~~major~~Metz ~~assets,~~Senior ~~restructuring~~Vice ofPresident ~~debt~~– ~~and~~Originations ~~analysis~~Christine ~~of real estate taxes with a large financial institution~~A. ~~Mr.~~Cormier ~~Gaber~~Senior isVice aPresident ~~member~~– ofInvestor ~~the~~Relations ~~Housing~~Anand ~~Credit~~Kannan ~~Group~~Senior ofVice ~~NAHB~~President ~~and~~– ofDevelopment ~~National~~Gregory ~~Housing and Rehabilitation Association (“NH&RA”)~~S. ~~Mr.~~ ~~Gaber~~Hand ~~graduated~~Senior ~~from~~Vice ~~the~~President ~~California~~– ~~State~~Underwriting ~~University,~~Anil ~~Fullerton~~Advani inSenior ~~1991~~Vice ~~with~~President a– ~~Bachelor~~Private ofLabel ~~Science degree in business administration – finance.~~Funds

David N. Shafer is an Executive Vice President, a member of the Investment Committee, and oversees the New Markets Tax Credit group, of WNC & Associates, Inc. He is a registered representative with WNC Capital Corporation. Mr. Shafer has been active in the real estate industry since 1984. Before joining WNC & Associates, Inc. in 1990, he was engaged as an attorney in the private practice of law with a specialty in real estate and taxation. Mr. Shafer is a Director and past President of the California Council of Affordable Housing, a Director of the Council for Affordable and Rural Housing and a member of the State Bar of California. Mr. Shafer graduated from the University of California at Santa Barbara in 1978 with a Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris Doctor degree (cum laude) and from the University of San Diego in 1986 with a Master of Laws degree in taxation.47

~~Melanie~~In R.addition ~~Wenk~~to isWilfred ~~Vice~~N. ~~President~~Cooper, –Sr., ~~Chief Financial~~the ~~Officer~~directors of WNC & Associates, Inc. ~~She~~are ~~oversees~~Wilfred ~~WNC’s~~N. ~~corporate and partnership accounting group~~Cooper, ~~which is responsible for SEC reporting and New Markets Tax Credit compliance~~Jr. ~~Prior to joining WNC in 2003~~, MsKay L. ~~Wenk~~Cooper ~~was~~and ~~associated~~Jennifer ~~as a public accountant with BDO Seidman, LLP~~E. ~~She graduated from the California Polytechnic State University, Pomona in 1999 with a Bachelor of Science degree in accounting~~Cooper.

31Wilfred N. Cooper, Sr. is the founder and Chairman of the Board of Directors of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a general partner in some of the partnerships previously sponsored by WNC & Associates, Inc. Mr. Cooper has been actively involved in the affordable housing industry since 1968. Previously, during 1970 and 1971, he was founder and a principal of Creative Equity Development Corporation, a predecessor of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate investment firm. For 12 years before that, Mr. Cooper was employed by Rockwell International Corporation, last serving as its manager of housing and urban developments where he had responsibility for factory-built housing evaluation and project management in urban planning and development. He has testified before committees of the U.S. Senate and the U.S. House of Representatives on matters pertaining to the affordable housing industry. Mr. Cooper is a Life Director of the National Association of Home Builders (“NAHB”), a National Trustee for NAHB’s Political Action Committee, and a past Chairman of NAHB’s Multifamily Council. He is a Life Trustee of the National Housing Conference, and a co-founder and Director Emeritus of the California Housing Consortium. He is the husband of Kay Cooper and the father of Wilfred N. Cooper, Jr. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.

~~Darrick~~Wilfred ~~Metz~~N. isCooper, ~~Senior~~Jr. ~~Vice~~is President, ~~– Originations~~Chief Executive Officer, Secretary, a Director, and a member of the Investment Committee, of WNC & Associates, Inc. He is President and a Director of, and a registered principal with, WNC Capital Corporation. He has been involved in ~~multifamily~~real ~~property~~estate ~~underwriting,~~investment ~~acquisition~~ and ~~investment~~ acquisition activities since ~~1991.~~1988 ~~Prior~~when tohe ~~joining~~joined WNC in& ~~1999~~Associates, heInc. ~~was~~Previously, ~~employed~~he byserved as a ~~Minnesota~~Government ~~development~~Affairs ~~company~~Assistant ~~specializing~~with inHonda ~~tax~~North ~~credit and~~America ~~market~~in ~~rate~~Washington, ~~multifamily projects~~D.C. Mr. ~~Metz~~Cooper ~~also~~serves ~~worked~~on ~~with~~ the ~~Minnesota~~Orange ~~Housing~~County ~~Finance~~Advisory ~~Agency~~Board ~~(“MHFA”),~~of ~~where he~~U.S. ~~held~~Bank, the ~~position~~Board of ~~Senior~~Trustees ~~Housing~~of ~~Development~~NHC, ~~Officer.~~the ~~While~~Editorial atAdvisory ~~MHFA,~~Board heof ~~was~~Tax ~~responsible~~Credit ~~for~~Advisor, and the ~~allocation~~Tax ofPolicy ~~tax~~Council ~~credits, HOME~~of ~~funds~~the ~~and~~National ~~state~~Trust ~~loan~~for ~~products.~~Historic MrPreservation. ~~Metz~~He is ~~active~~a inmember of the ~~Qualified~~Urban ~~Allocation~~Land ~~Plan~~Institute ~~Tax~~and ~~Credit~~of ~~Advisory~~Vistage ~~Committee~~International, ~~for~~a ~~the~~global ~~Wisconsin Housing~~network ~~and~~of ~~Economic~~business ~~Development~~leaders ~~Authority,~~and achief ~~member~~executives. ofHe ~~MHFA’s~~is ~~Multifamily~~the ~~Technical~~son ~~Assistance~~of ~~and~~Wilfred aCooper, ~~board~~Sr. ~~member~~and ofKay ~~NH&RA~~Cooper. He Mr. Cooper graduated from ~~St.~~The ~~Cloud~~American ~~State~~ University in ~~1993~~1985 with a Bachelor of ~~Science~~Arts degree ~~in finance/economics~~.

~~Christine~~Michael AJ. ~~Cormier~~Gaber is ~~Senior~~an Executive Vice President –, ~~Investor~~Chief ~~Relations~~Operating Officer, chair of ~~WNC~~the &Investment ~~Associates~~Committee, ~~Inc.~~ and oversees ~~multi-investor~~the ~~fund~~Property ~~equity~~Acquisition ~~raising~~ and ~~closings~~Investment asManagement ~~well~~groups, ~~as the~~of ~~marketing~~WNC ~~group~~& Associates, Inc. ~~She~~Mr. isGaber ahas ~~registered~~been ~~representative~~involved ~~with~~in ~~WNC~~real ~~Capital~~estate ~~Corporation.~~acquisition, ~~Ms.~~valuation ~~Cormier~~and investment activities since 1989 and has been ~~active~~associated inwith ~~the~~WNC ~~real~~& ~~estate industry~~Associates, Inc. since ~~1985~~1997. Prior to joining WNC in& ~~2008~~Associates, MsInc., ~~Cormier~~he was ~~with~~involved ~~another~~in the valuation and classification of major ~~tax~~assets, ~~credit~~restructuring ~~syndicator~~of ~~for~~debt ~~over~~and 12analysis ~~years~~of ~~where she~~real ~~was~~estate taxes with a large financial institution. Mr. Gaber is a member of the ~~Managing~~Housing ~~Director~~Credit Group of ~~investor~~NAHB ~~relations~~and of National Housing and Rehabilitation Association (“NH&RA”). MsMr. ~~Cormier~~Gaber graduated from ~~Bentley~~the California State University, Fullerton in ~~1982~~1991 with a Bachelor of Science degree ~~(summa cum laude)~~ in ~~accounting~~business ~~and~~administration ~~computer~~– ~~science~~finance.

~~Kelly~~David ~~Henderson~~N. Shafer is ~~Senior~~an Executive Vice President, ~~– Legal~~a ~~Affairs~~member of ~~WNC~~the &Investment ~~Associates~~Committee, ~~Inc.~~and ~~She~~oversees isthe ~~responsible~~New ~~for~~Markets ~~structuring~~Tax ~~local~~Credit ~~limited~~group, ~~partnership~~of ~~letters~~WNC of& ~~understanding and~~Associates, ~~local~~Inc. ~~limited~~He ~~partnership~~is ~~agreements,~~a ~~coordinating~~registered ~~closings~~representative with ~~outside~~WNC ~~counsel~~Capital ~~and~~Corporation. ~~reviewing~~Mr. ~~local~~Shafer ~~limited~~has ~~partnership~~been ~~loan documents.~~active ~~Prior~~in tothe real estate industry since 1984. Before joining WNC & Associates, Inc. in ~~2006~~1990, ~~she~~he was ~~Vice~~engaged ~~President~~as –an ~~Acquisitions~~attorney ~~and~~in ~~Senior~~the ~~Counsel~~private practice of law with a ~~national~~specialty ~~tax~~in ~~credit syndicator~~real estate and taxation. MsMr. ~~Henderson~~Shafer ~~has~~is ~~been~~a ~~underwriting~~Director ~~tax~~and ~~credit~~past ~~properties~~President ~~since~~of ~~1999~~the California Council of Affordable Housing, a Director of the Council for Affordable and Rural Housing and a member of the State Bar of California. ~~She~~Mr. Shafer graduated from the ~~State~~ University of ~~New York~~California at ~~Geneseo~~Santa Barbara in ~~1993~~1978 with a Bachelor of Arts degree, ~~in political science and~~ from the New England School of Law in ~~1996~~1983 with a Juris Doctor degree. ~~She~~(cum islaude) ~~licensed~~and tofrom ~~practice~~the ~~law~~University of San Diego in ~~the~~1986 ~~States~~with a Master of ~~New~~Laws ~~York~~degree ~~and~~in ~~Massachusetts~~taxation.

~~Anand~~Melanie ~~Kannan~~R. Wenk is Senior Vice President – ~~Development~~ Chief Financial Officer of WNC & Associates, Inc. ~~and~~She ~~leads~~oversees ~~the~~WNC’s ~~preservation~~corporate and ~~development~~partnership ~~teams~~accounting ~~for Community Preservation Partners~~group, ~~LLC.~~ ~~Prior~~which to joining WNC in 2011, Mr. Kannan served as Associate Director at Vitus Group (previously Pacific Housing Advisors, Inc.), where he developed or consulted on affordable housing projects across the country. His expertise is inresponsible ~~the~~for ~~acquisition~~SEC reporting and ~~rehabilitation~~ ofNew ~~existing~~Markets ~~low-income~~Tax ~~housing~~Credit ~~projects that are or will be financed by tax-exempt bonds, tax credits, and other government subsidies~~compliance. Prior to ~~his~~joining ~~tenure~~WNC atin ~~Vitus Group~~2003, MrMs. ~~Kannan~~Wenk was associated ~~with~~as ~~Novogradac~~a &public ~~Company~~accountant with BDO Seidman, LLP. ~~Mr.~~She ~~Kannan~~ graduated from the ~~University~~California ofPolytechnic ~~California~~State atUniversity, ~~Berkeley~~Pomona in ~~2002~~1999 with a Bachelor of ~~Arts~~Science degree in ~~economics with an emphasis in~~ accounting.

~~Gregory~~Darrick S.Metz ~~Hand~~ is Senior Vice President – ~~Underwriting~~ Originations of WNC & Associates, Inc. ~~and~~He ~~oversees the property underwriting activities. Mr. Hand~~ has been involved in ~~real estate~~multifamily ~~analysis~~property underwriting, ~~development~~acquisition and ~~management~~investment activities since ~~1987~~1991. Prior to joining WNC in ~~1998~~1999, he was employed by a ~~portfolio~~Minnesota ~~asset~~development ~~manager~~company ~~with~~specializing ain ~~national~~ tax credit ~~sponsor~~and market rate multifamily projects. Mr. Metz also worked with ~~responsibility~~the ~~for~~Minnesota Housing Finance Agency (“MHFA”), where he held the ~~management~~position of ~~$200~~Senior ~~million~~Housing inDevelopment ~~assets~~Officer. ~~Prior~~While toat ~~that~~MHFA, he was aresponsible ~~finance~~for ~~manager~~the ~~with The~~allocation ~~Koll~~of ~~Company~~tax credits, HOME funds and state loan products. Mr. Metz is active in the Qualified Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and Economic Development Authority, a ~~financial~~member ~~analyst~~of ~~with~~MHFA’s ~~The~~Multifamily ~~Irvine~~Technical ~~Company.~~Assistance Mrand a board member of NH&RA. ~~Hand~~He graduated from ~~Iowa~~St. Cloud State University in ~~1987~~1993 with a Bachelor of ~~Business~~Science ~~Administration~~ degree in finance/economics.

~~Anil~~Christine ~~Advani~~A. Cormier is Senior Vice President – ~~Private~~ ~~Label~~Investor ~~Funds~~Relations of WNC & Associates, Inc. Heand oversees ~~all~~multi-investor ~~activities~~fund ~~pertaining~~equity toraising ~~private~~and ~~label~~closings ~~funds,~~as ~~including~~well ~~structuring, originations,~~as ~~underwriting~~the ~~and~~marketing ~~acquisitions~~group. ~~Mr.~~She ~~Advani~~is ~~has~~a 16registered ~~years~~representative ofwith ~~experience~~WNC inCapital ~~affordable~~Corporation. ~~housing~~Ms. ~~Prior~~Cormier tohas ~~joining~~been ~~WNC in~~active ~~2011 and rejoining WNC~~ in ~~2013,~~the hereal ~~worked~~estate ~~for~~industry ~~major~~since ~~tax~~1985. ~~credit~~Prior ~~syndicators~~to ~~where~~joining heWNC ~~was involved~~ in ~~the originations~~2008, ~~structuring, and placement to institutional investors of local limited partnership investments~~Ms. ~~Prior~~Cormier ~~to that, he~~ was ~~associated~~ with aanother major ~~accounting~~ ~~firm~~tax ~~performing~~credit ~~due~~syndicator ~~diligence~~for ~~reviews~~over of12 ~~tax~~years ~~credit~~where ~~investments~~she onwas ~~behalf~~the Managing Director of ~~institutional~~investor ~~investors~~relations. MrMs. ~~Advani~~Cormier graduated from ~~the~~Bentley University ~~of Texas at Austin~~ in ~~1993~~1982 with a Bachelor of ~~Arts~~Science degree in(summa ~~economics~~cum ~~and~~laude) ~~from The American University – Washington College of Law~~ in ~~1996~~accounting ~~with~~and acomputer ~~Juris Doctor degree~~science.

3248

Anand Kannan is Senior Vice President – Development of WNC & Associates, Inc. and leads the preservation and development teams for Community Preservation Partners, LLC. Prior to joining WNC in 2011, Mr. Kannan served as Associate Director at Vitus Group (fpreviously Pacific Housing Advisors, Inc.), ~~Involvement~~where he developed or consulted on affordable housing projects across the country. His expertise is in ~~Certain~~the ~~Legal~~acquisition ~~Proceedings~~and rehabilitation of existing low-income housing projects that are or will be financed by tax-exempt bonds, tax credits, and other government subsidies. Prior to his tenure at Vitus Group, Mr. Kannan was associated with Novogradac & Company LLP. Mr. Kannan graduated from the University of California at Berkeley in 2002 with a Bachelor of Arts degree in economics with an emphasis in accounting.

~~None~~Gregory S. Hand is Senior Vice President – Underwriting of WNC & Associates, Inc. and oversees the property underwriting activities. Mr. Hand has been involved in real estate analysis, development and management since 1987. Prior to joining WNC in 1998, he was a portfolio asset manager with a national tax credit sponsor with responsibility for the management of $200 million in assets. Prior to that, he was a finance manager with The Koll Company and a financial analyst with The Irvine Company. Mr. Hand graduated from Iowa State University in 1987 with a Bachelor of Business Administration degree in finance.

~~(g)~~Anil ~~Promoters~~Advani is Senior Vice President – Private Label Funds of WNC & Associates, Inc. He oversees all activities pertaining to private label funds, including structuring, originations, underwriting and ~~Control~~acquisitions. ~~Persons~~Mr. Advani has 16 years of experience in affordable housing. Prior to joining WNC in 2011 and rejoining WNC in 2013, he worked for major tax credit syndicators where he was involved in the originations, structuring, and placement to institutional investors of local limited partnership investments. Prior to that, he was associated with a major accounting firm performing due diligence reviews of tax credit investments on behalf of institutional investors. Mr. Advani graduated from the University of Texas at Austin in 1993 with a Bachelor of Arts degree in economics and from The American University – Washington College of Law in 1996 with a Juris Doctor degree.

~~Inapplicable.~~49

(hf) Involvement ~~Audit~~in ~~Committee~~Certain ~~Financial~~Legal ~~Expert, and (i) Identification of the Audit Committee~~Proceedings

~~Neither the Partnership nor the General Partners, has an audit committee~~None.

(jg) Promoters ~~Changes~~and toControl ~~Nominating Procedures~~Persons

Inapplicable.

(kh) Audit ~~Compliance~~Committee ~~With~~Financial ~~Section~~Expert, 16and (ai) Identification of the ~~Exchange~~Audit ~~Act~~Committee

~~None~~Neither the Partnership nor the General Partners, has an audit committee.

(lj) Changes ~~Code~~to ofNominating ~~Ethics~~Procedures

~~Associates has adopted a Code of Ethics which applies to the Chief Executive Officer and Chief Financial Officer of Associates~~Inapplicable. ~~The Code of Ethics will be provided without charge to any person who requests it. Such requests should be directed to: Investor Relations at (714)662-5565 extension 187.~~

~~Item~~(k) Compliance ~~11.~~With ~~Executive~~Section ~~Compensation~~16(a) of the Exchange Act

~~The General Partner and its affiliates are not permitted under Section 5~~ None.6.1 of the Partnership’s Agreement of Limited Partnership (the “Agreement,” incorporated as Exhibit 3.1 to this report) to receive any salary, fees, profits, distributions or allocations from the Partnership or any Local Limited Partnership in which the Partnership invests except as expressly allowed by the Agreement. The compensation and other economic benefits to the General Partner and its affiliates provided for in the Agreement are summarized below.

(al) Code ~~Compensation~~of ~~for Services~~Ethics

~~For~~Associates ~~services~~has ~~rendered~~adopted bya ~~the~~Code ~~General Partner or an affiliate~~ of ~~the~~Ethics General Partner in connection with the administration of the affairs of the Partnership, the General Partner or any affiliate may receive an annual asset management fee in an amount equal to 0.2% of that portion of Invested Assets in Local Limited Partnerships which ~~are~~applies ~~attributable~~ to ~~apartment units receiving government assistance. “Invested Assets” means~~ the ~~sum~~Chief ofExecutive ~~the~~Officer ~~Partnership’s original investment in Local Limited Partnerships~~ and ~~the~~Chief ~~Partnership’s~~Financial ~~allocable~~Officer ~~share~~ of ~~mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships~~Associates. The ~~Accrued~~Code ~~but~~of ~~unpaid~~Ethics ~~asset~~will ~~management~~be ~~fees~~provided ~~for any year are deferred~~ without ~~interest~~charge ~~and are payable in subsequent years from any funds available~~ to ~~the Partnership after payment of all other costs and expenses of the Partnership, including~~ any ~~capital~~person ~~reserves~~who ~~then~~requests ~~determined~~it. Such byrequests ~~the~~should ~~General Partner to no longer~~ be ~~necessary~~directed to: Investor beRelations ~~retained~~at by(714)662-5565 ~~the~~extension ~~Partnership, or from the proceeds of a sale or refinancing of Partnership assets~~187. Management fees of $61,408, $61,408 and $63,271 were incurred during the years ended March 31, 2013, 2012 and 2011 of which $0, $0 and $30,000 was paid during the years ended March 31, 2013, 2012 and 2011, respectively.

33Item 11. Executive Compensation

~~Subject~~The ~~to a number of terms and conditions set forth in the Agreement, the~~ General Partner and its affiliates ~~may~~are benot ~~entitled~~permitted tounder ~~compensation~~Section ~~for~~5.6 ~~services~~of ~~actually~~the ~~rendered~~Partnership orAgreement to bereceive ~~rendered~~any ~~in connection with (i) selecting~~salary, ~~evaluating~~fees, ~~structuring~~profits, ~~negotiating~~distributions ~~and~~or ~~closing~~allocations from the Partnership’s ~~investments~~or inany Local Limited Partnership ~~Interests,~~in ~~(ii)~~which ~~property management services actually rendered by~~ the ~~General~~Partnership ~~Partner~~invests orexcept ~~its~~as ~~affiliates~~expressly ~~respecting~~allowed ~~the Housing Complexes owned~~ by ~~Local~~the ~~Limited~~Agreement. ~~Partnerships,~~The orcompensation ~~(iii)~~and ~~disposition~~other ~~services~~economic inbenefits ~~connection~~to ~~with~~ the ~~sale~~General ofPartner ~~any~~and ~~Housing Complex owned by a Local Limited Partnership, for which a subordinated disposition fee may be payable. The Partnership had completed~~ its ~~investment~~Affiliates ~~stage,~~provided ~~so no compensation~~ for ~~the services~~ in ~~(i)~~the ~~was~~Agreement and paid during the periods covered by this report ~~and~~or ~~none~~that ~~will~~could be paid in ~~the~~ future. ~~None of the compensation described in (ii) or (iii) above was paid or payable for such services during the~~ periods ~~covered~~are bysummarized ~~this report~~below.

(ba) Compensation ~~Operating~~for ~~Expenses~~Services

~~Reimbursement~~For toservices rendered by the General Partner or ~~any~~an affiliate of ~~its~~the ~~affiliates~~General Partner in connection with the administration of ~~Operating~~the ~~Cash~~affairs ~~Expenses~~of isthe ~~subject~~Partnership, tothe ~~specific~~General ~~restrictions~~Partner or any affiliate may receive an annual asset management fee in ~~Section~~an 5amount equal to 0.~~3.4~~2% of the Partnership’s ~~Agreement~~invested assets in the Local Limited Partnerships which are attributable to apartment units receiving government assistance. "Invested Assets" means the sum of the Partnership's original investment in Local Limited Partnerships and the Partnership's (allocable share of mortgage loans on and other debts related to the ~~“Agreement,”~~Housing ~~incorporated~~Complexes asowned ~~Exhibit~~by 3such Local Limited Partnerships.1 Accrued but unpaid asset management fees for any year are deferred without interest and are payable in subsequent years from any funds available to ~~this~~the ~~report)~~Partnership after payment of all other costs and expenses of the Partnership, including any capital reserves then determined by the General Partner to no longer be necessary to be retained by the Partnership, or from the proceeds of a sale or refinancing of Partnership assets. ~~The~~Management ~~Agreement~~fees ~~defines~~of $36,253, ~~“Operating~~$52,542, ~~Cash~~and ~~Expenses”~~$61,408 aswere incurred during the years ended March 31, 2015, 2014 and 2013, respectively, of which $200,000, $0 and $0 was paid during the years ended March 31, 2015, 2014 and 2013, respectively.

“ . . . the amount of cash disbursed by the Partnership . . . in the ordinary course of business for the payment of its operating expenses, such as expenses for management, utilities, repair and maintenance, insurance, investor communications, legal, accounting, statistical and bookkeeping services, use of computing or accounting equipment, travel and telephone expenses, salaries and direct expenses of Partnership employees while engaged in Partnership business, and any other operational and administrative expenses necessary for the prudent operation of the Partnership. Without limiting the generality of the foregoing, Operating Cash Expenses shall include the actual cost of goods, materials and administrative services used for or by the Partnership, whether incurred by the General Partner, an Affiliate of the General Partner or a non-Affiliated Person in performing the foregoing functions. As used in the preceding sentence, actual cost of goods and materials means the actual cost of goods and materials used for or by the Partnership and obtained from entities not Affiliated with the General Partner, and actual cost of administrative services means the pro rata cost of personnel (as if such persons were employees of the Partnership) associated therewith, but in no event to exceed the Competitive amount.”50

~~The~~Subject ~~Agreement provides that no such reimbursement shall be permitted for services for which the General Partner or any of its affiliates is entitled~~ to ~~compensation~~a bynumber ~~way~~ of aterms ~~separate fee. Furthermore, no such reimbursement is to be made for (a) rent or depreciation, utilities, capital equipment or other such administrative items,~~ and ~~(b)~~conditions ~~salaries,~~set ~~fringe~~forth ~~benefits,~~in ~~travel expenses and other administrative items incurred or allocated to any “controlling person” of~~ the ~~General~~Agreement, ~~Partner or any affiliate of~~ the General Partner. ~~For~~and ~~the~~its ~~purposes~~affiliates ofmay ~~Section~~be ~~5.3.4,~~entitled ~~“controlling person” includes, but is not limited~~ to, ~~any~~compensation ~~person, however titled, who performs functions~~ for ~~the~~property ~~General Partner or any affiliate of the General Partner similar to those of: (1) chairman or member of the board of directors; (2) executive~~ management, ~~such~~services asactually ~~president,~~rendered vice president or senior vice president, corporate secretary or treasurer; (3) senior management, such as the vice president of an operating division who reports directly to executive management; or (4) those holding 5% or more equity interest in the General Partner or any affiliate of the General Partner or a person having the power to direct or cause the direction of the General Partner or any affiliate of the General Partner, whether through the ownership of voting securities, by ~~contract or otherwise. The Partnership incurred operating expenses reimbursable to~~ the General Partner or its affiliates inrespecting the ~~amounts~~Housing ofComplexes ~~approximately~~owned ~~$60,200,~~by ~~$121,829~~Local ~~and~~Limited ~~$40,397~~Partnerships. No ~~during~~property ~~the~~management ~~years~~services ~~ended~~were ~~March~~rendered ~~31, 2013, 2012~~ and ~~2011,~~no ~~respectively.~~compensation ~~The~~was ~~Partnership~~payable ~~reimbursed the General Partner or its affiliates~~ for ~~operating~~such ~~expenses~~services ~~of approximately $0, $0 and $34,000~~ during the ~~years~~periods ~~ended~~covered ~~March~~by ~~31,~~this ~~2013, 2012 and 2011, respectively~~report.

34(b) Operating Expenses

(c)	Interest in Partnership
	The General Partner receives 1% of the Partnership’s allocated Low Income Housing Tax Credits, which approximated $500, $4,000 and $6,500 for the General Partner for the years ended December 31, 2012, 2011 and 2010, respectively. The General Partner is also entitled to receive 1% of the Partnership’s operating income or losses, gain or loss from the sale of property and operating cash distributions. There were no distributions of operating cash to the General Partner during the years ended March 31, 2013, 2012 and 2010. The General Partner has an interest in sale or refinancing proceeds as follows: after the Limited Partners have received a return of their capital plus a specified return on capital, General Partner may receive an amount equal to its capital contribution, less any prior distribution of such proceeds, then the General Partner may receive 10% and the Limited Partners 90% of any remaining proceeds. There were no such distributions to the General Partner during the years ended March 31, 2013, 2012 and 2011.
(d)	Subordinated Disposition Fee
	A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 12% through December 31, 2008 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.

Reimbursement to the General Partner or any of its affiliates of Operating Cash Expenses is subject to specific restrictions in Section 5.3.4 of the Partnership’s Agreement. The Agreement defines “Operating Cash Expenses” as

~~Item~~“ 12. ~~Security~~. ~~Ownership~~. the amount of ~~Certain~~cash ~~Beneficial~~disbursed ~~Owners~~by the Partnership . . . in the ordinary course of business for the payment of its operating expenses, such as expenses for management, utilities, repair and ~~Management~~maintenance, insurance, investor communications, legal, accounting, statistical and ~~Related~~bookkeeping ~~Stockholder~~services, ~~Matters~~use of computing or accounting equipment, travel and telephone expenses, salaries and direct expenses of Partnership employees while engaged in Partnership business, and any other operational and administrative expenses necessary for the prudent operation of the Partnership. Without limiting the generality of the foregoing, Operating Cash Expenses shall include the actual cost of goods, materials and administrative services used for or by the Partnership, whether incurred by the General Partner, an Affiliate of the General Partner or a non-Affiliated Person in performing the foregoing functions. As used in the preceding sentence, actual cost of goods and materials means the actual cost of goods and materials used for or by the Partnership and obtained from entities not Affiliated with the General Partner, and actual cost of administrative services means the pro rata cost of personnel (as if such persons were employees of the Partnership) associated therewith, but in no event to exceed the Competitive amount.”

~~(a)~~The ~~Securities~~Agreement ~~Authorized~~provides ~~for~~that ~~Issuance~~no ~~Under~~such ~~Equity~~reimbursement ~~Compensation~~shall ~~Plans~~be ~~The~~permitted ~~Partnership~~for ~~has~~services nofor ~~compensation plans under~~ which ~~interests in~~ the ~~Partnership~~General ~~are~~Partner ~~authorized~~or ~~for~~any ~~issuance. (b) Security Ownership~~ of ~~Certain~~its ~~Beneficial~~affiliates ~~Owners No person~~ is ~~known~~entitled to ~~own~~compensation ~~beneficially~~by inway ~~excess~~ of 5%a ofseparate ~~the~~fee. Furthermore, ~~outstanding~~no ~~Partnership~~such ~~Units.~~reimbursement ~~(c)~~is ~~Security~~to ~~Ownership~~be ofmade ~~Management~~for ~~Neither~~(a) ~~the~~rent ~~General~~or ~~Partner~~depreciation, ~~Associates~~utilities, ~~its~~capital ~~affiliates,~~equipment ~~nor any of the officers~~ or ~~directors~~other ofsuch ~~the~~administrative ~~General Partner~~items, ~~Associates~~and ~~or its affiliates own directly or beneficially any Partnership Units.~~ (db) ~~Changes~~salaries, infringe ~~Control~~benefits, ~~The~~travel ~~management~~expenses and ~~control~~other ofadministrative ~~Associates~~items ~~may~~incurred beor ~~changed~~allocated atto any ~~time~~"controlling inperson" ~~accordance~~of ~~with its respective organizational documents, without~~ the ~~consent~~General Partner or ~~approval~~any affiliate of the ~~Limited~~General ~~Partners~~Partner. InFor ~~addition,~~ the ~~Partnership~~purposes ~~Agreement~~of ~~provides~~Section ~~for~~5.3.4, ~~the~~"controlling ~~admission~~person" ofincludes, ~~one~~but oris ~~more~~not ~~additional~~limited ~~and~~to, ~~successor~~any ~~General~~person, ~~Partners~~however ~~in certain circumstances. First~~titled, ~~with~~who ~~the~~performs ~~consent~~functions offor the General Partner ~~and~~or aany ~~majority-in-interest~~affiliate of the ~~Limited Partners, the~~ General Partner ~~may~~similar ~~designate~~to ~~one~~those orof: ~~more~~(1) ~~persons~~chairman ~~to be successor~~ or ~~additional~~member ~~General~~of ~~Partners. In addition,~~ the ~~General~~board ~~Partner may, without the consent~~ of ~~the~~directors; ~~Limited Partners,~~ (i2) ~~substitute~~executive inmanagement, ~~its~~such ~~stead~~ as ~~General~~president, ~~Partner~~vice ~~any~~president ~~entity~~or ~~which~~senior ~~has,~~vice ~~by merger~~president, ~~consolidation~~corporate secretary or ~~otherwise,~~treasurer; ~~acquired~~(3) ~~substantially~~senior ~~all~~management, ofsuch ~~its~~as ~~assets,~~the ~~stock~~vice orpresident ~~other~~of ~~evidence~~an ofoperating ~~equity~~division ~~interest~~who ~~and~~reports ~~continued~~directly ~~its~~to ~~business,~~executive management; or (ii4) ~~cause~~those toholding be5% ~~admitted~~or tomore ~~the~~equity ~~Partnership~~interest anin ~~additional~~the General Partner or ~~Partners~~any ifaffiliate itof ~~deems~~the ~~such~~General ~~admission~~Partner ~~to be necessary~~ or ~~desirable~~a soperson ~~that~~having the ~~Partnership~~power ~~will~~to bedirect ~~classified~~or acause ~~partnership~~the ~~for~~direction ~~Federal income tax purposes. Finally, a majority-in-interest~~ of the ~~Limited~~General ~~Partners~~Partner ~~may~~or at any ~~time~~affiliate ~~remove~~of the General Partner, ofwhether through the ~~Partnership~~ownership ~~and~~of ~~elect~~voting asecurities, ~~successor~~by ~~General~~contract ~~Partner~~or otherwise.

35The Partnership incurred operating expenses reimbursable to the General Partner or its affiliates in the amounts of approximately $65,283, $167,374 and $60,200 during the years ended March 31, 2015, 2014 and 2013, respectively. The Partnership reimbursed the General Partner or its affiliates for operating expenses of approximately $229,574, $40,000 and $0 during the years ended March 31, 2015, 2014 and 2013, respectively.

~~Item 13. Certain Relationships and Related Transactions, and Director Independence~~51

(a)	The General Partner manages all of the Partnership’s affairs. The transactions with the General Partner are primarily in the form of fees paid by the Partnership for services rendered to the Partnership, reimbursement of expenses, and the General Partner’s interest in the Partnership, as discussed in Item 11 and in the notes to the Partnership’s financial statements.
(b)	The Partnership has no directors.

~~Item~~The 14General Partner receives 1% of the Partnership’s allocated Low Income Housing Tax Credits, which approximated $0, $0, and $500 for the General Partner for the years ended December 31, 2014, 2013 and 2012, respectively. ~~Principal~~The ~~Accountant~~General ~~Fees~~Partner is also entitled to receive 1% of the Partnership’s operating income or losses, gain or loss from the sale of property and ~~Services~~operating cash distributions. There were no distributions of operating cash to the General Partner during the years ended March 31, 2015, 2014 and 2013. The General Partner has an interest in sale or refinancing proceeds as follows: after the Limited Partners have received a return of their capital plus a specified return on capital, General Partner may receive an amount equal to its capital contribution, less any prior distribution of such proceeds, then the General Partner may receive 10% and the Limited Partners 90% of any remaining proceeds. There were no such distributions to the General Partner during the years ended March 31, 2015, 2014 and 2013.

~~The~~(d) Subordinated ~~following~~Disposition ~~is a summary of fees paid to the Partnership’s principal independent registered public accounting firms for the years ended March 31:~~Fee

	2013		2012
Audit Fees	$	24,250	$	90,263
Tax Fees		-		3,035
TOTAL	$	24,250	$	93,298

The General Partner may receive a subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 12% through December 31, 2008 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.

~~The~~(e) Compensation ~~Partnership has no Audit~~ Committee~~. All~~ ~~audit~~Interlocks ~~services~~ and ~~any~~Insider ~~permitted non-audit services performed by the Partnership’s independent auditors are pre-approved by the General Partner.~~Participation

36The Partnership has no compensation committee.

~~PART~~(f) Compensation ~~IV.~~Committee Report

~~Item~~The ~~15.~~Partnership ~~Exhibits~~has ~~and~~no ~~Financial~~compensation ~~Statement Schedules~~committee.

~~(a)(1)~~Item ~~List~~12. Security Ownership of ~~Financial~~Certain ~~statements~~Beneficial ~~included~~Owners inand ~~Part~~Management IIand ~~hereof:~~Related Stockholder Matters

~~Reports~~(a) Securities ofAuthorized ~~Independent~~for ~~Registered~~Issuance ~~Public~~Under ~~Accounting~~Equity ~~Firms~~Compensation Plans

~~Balance~~The ~~Sheets,~~Partnership ~~March~~has ~~31,~~no ~~2013~~compensation ~~and~~plans ~~2012~~under which interests in the Partnership are authorized for issuance.

~~Statements~~(b) Security Ownership of ~~Operations~~Certain ~~for~~Beneficial ~~the years ended March 31, 2013, 2012 and 2011~~Owners

~~Statements~~No ofperson ~~Partners’~~is ~~Equity~~known ~~(Deficit)~~to ~~for~~own ~~the~~beneficially ~~years~~in ~~ended March~~excess ~~31,~~of ~~2013,~~5% ~~2012~~of ~~and~~the ~~2011~~outstanding Partnership Units.

~~Statements~~(c) Security Ownership of ~~Cash Flows for the years ended March 31, 2013, 2012 and 2011~~Management

~~Notes~~Neither tothe ~~Financial~~General ~~Statements~~Partner, Associates, its affiliates, nor any of the officers or directors of the General Partner, Associates or its affiliates own directly or beneficially any Partnership Units.

~~(a)(2) List of Financial statement schedules included in Part IV hereof:~~52

~~Schedule~~(d) Changes ~~III~~in ~~- Real Estate Owned by Local Limited Partnerships~~Control

~~(a)(3)~~The ~~Exhibits~~management and control of Associates may be changed at any time in accordance with their respective organizational documents, without the consent or approval of the Limited Partners. In addition, the Partnership Agreement provides for the admission of one or more additional and successor General Partners in certain circumstances.

3.1	Agreement of Limited Partnership dated as of March 3, 1997, filed as Exhibit 3.1 to Post-Effective Amendment No. 1 to the Registration Statement, is hereby incorporated herein as Exhibit 3.1.
3.2	First Amendment to Agreement of Limited Partnership dated as of August 29, 1997 filed as Exhibit 3.2 to Post-Effective Amendment No. 6 to registration Statement, is hereby incorporated herein as Exhibit 3.2.
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 or 15d-14, (filed herewith)
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 or 15d-14, (filed herewith)
32.1	Section 1350 Certification of the Chief Executive Officer. (filed herewith)
32.2	Section 1350 Certification of the Chief Financial Officer. (filed herewith)
101.	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets at March 31, 2013 and 2012, (ii) the Statements of Operations for the years ended March 31, 2013, 2012 and 2011, (iii) the Statements of Partners’ Equity (Deficit) for the years ended March 31, 2013, 2012 and 2011, (iv) the Statements of Cash Flows for the years ended March 31, 2013, 2012 and 2011 and (v) the Notes to Financial Statements.

First, with the consent of the General Partner and a majority-in-interest of the Limited Partners, the General Partner may designate one or more persons to be successor or additional General Partners. In addition, the General Partner may, without the consent of the Limited Partners, (i) substitute in its stead as General Partner any entity which has, by merger, consolidation or otherwise, acquired substantially all of its assets, stock or other evidence of equity interest and continued its business, or (ii) cause to be admitted to the Partnership an additional General Partner or Partners if it deems such admission to be necessary or desirable so that the Partnership will be classified a partnership for Federal income tax purposes. Finally, a majority-in-interest of the Limited Partners may at any time remove the General Partner of the Partnership and elect a successor General Partner.

~~Exhibits~~Item 3213.1, Certain ~~32.2~~Relationships and ~~101~~Related ~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~Transactions, orand ~~otherwise~~Director ~~subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.~~Independence

37(a) The General Partner manages all of the Partnership's affairs. The transactions with the General Partner are primarily in the form of fees paid by the Partnership for services rendered to the Partnership, reimbursement of expenses, and the General Partner’s interest in the Partnership, as discussed in Item 11 and in the notes to the Partnership’s financial statements.

~~WNC Housing~~ (b) The ~~Tax~~Partnership ~~Credit~~has ~~Fund~~no ~~VI, L~~directors.~~P., Series 6~~

~~Schedule III~~Item 14. Principal Accountant Fees and Services

~~Real Estate~~The ~~Owned~~following byis ~~Local~~a ~~Limited~~summary ~~Partnerships~~of fees paid to the Partnership’s principal independent registered public accounting firm for the years ended March 31:

March 31, 2013

	2015		2014

Audit Fees	$	25,850	$	25,650
Tax Fees		-		-
TOTAL	$	25,850	$	25,650

		As of March 31, 2013				Initial Cost to Partnership						As of December 31, 2012
Local Limited Partnership Name	Location	Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Land		Building & Equipment		Cost Capitalized Subsequent to Acquisition		Mortgage Balances of Local Limited Partnerships		Land		Building & Equipment		Accumulated Depreciation		Net Book Value
Boonville Associates I, L.P.	Boonville, Missouri	$	2,195,000	$	2,195,000	$	165,000	$	3,751,000	$	-	$	539,000	$	165,000	$	3,751,000	$	1,629,000	$	2,287,000
Brighton Ridge Limited Partnership	Edgefield, South Carolina		926,000		926,000		75,000		2,307,000		35,000		451,000		75,000		2,342,000		910,000		1,507,000
Cotton Mill Elderly Living Center, L.P.	Rock Island, Illinois		1,040,000		1,040,000		300,000		1,509,000		320,000		649,000		305,000		1,829,000		814,000		1,320,000
Country Club Investors, L.P.	Richmond, Virginia		305,000		305,000		323,000		3,404,000		376,000		2,200,000		323,000		3,780,000		1,922,000		2,181,000
Desloge Associates I, L.P.	Desloge, Missouri		1,059,000		1,059,000		50,000		2,021,000		100,000		452,000		50,000		2,121,000		1,038,000		1,133,000
Kechel Towers, L.P.	Logansport, Indiana		1,348,000		1,348,000		3,000		1,895,000		239,000		217,000		3,000		2,134,000		1,012,000		1,125,000
Ottawa I, L.P.	Oglesby, Illinois		403,000		403,000		32,000		2,003,000		140,000		1,357,000		32,000		2,143,000		1,160,000		1,015,000
Preservation Partners I, L.P.	Pontiac and Taylorville, Illinois		514,000		514,000		60,000		2,597,000		336,000		1,808,000		60,000		2,933,000		1,574,000		1,419,000
St. Susanne Associates I, L.P.	Mt. Vernon, Missouri		255,000		255,000		40,000		956,000		29,000		622,000		40,000		985,000		336,000		689,000

The Partnership has no Audit Committee. All audit services and any permitted non-audit services performed by the Partnership’s independent auditors are pre-approved by the General Partner.

3853

~~WNC Housing~~ PART ~~Tax Credit Fund VI, L~~IV.~~P., Series 6~~

~~Schedule III~~Item 15. Exhibits and Financial Statement Schedules

~~Real Estate~~(a)(1) List ~~Owned~~of byFinancial ~~Local~~statements ~~Limited~~included ~~Partnerships~~in Part II hereof:

~~March 31,~~Reports ~~2013~~of Independent Registered Public Accounting Firms

		As of March 31, 2013				Initial Cost to Partnership									As of December 31, 2012
Local Limited Partnership Name	Location	Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Land		Building & Equipment		Cost Capitalized Subsequent to Acquisition					Mortgage Balances of Local Limited Partnerships		Land		Building & Equipment		Accumulated Depreciation		Net Book Value
Summer Wood, Ltd.	Camden, Alabama		1,237,000		1,237,000		61,000		2,055,000		73,000				875,000		61,000		2,128,000		792,000		1,397,000
United Development Co., L.P. - 97.0	Memphis, Tennessee		2,813,000		2,813,000		182,000		4,266,000		(47,000	)			1,150,000		182,000		4,219,000		1,954,000		2,447,000
Wagner Partnership Associates I, L.P.	Wagner, South Dakota		232,000		232,000		147,000		1,133,000		91,000				783,000		147,000		1,224,000		413,000		958,000
West Liberty Family Apartments, Ltd.	West Liberty, Kentucky		318,000		318,000		120,000		1,372,000		(911,000	)	(1)		1,258,000		120,000		461,000		108,000		473,000
West Mobile County Housing, Ltd.	Theodore, Alabama		1,858,000		1,858,000		100,000		3,130,000		14,000				1,137,000		100,000		3,144,000		1,220,000		2,024,000
		$	14,503,000	$	14,503,000	$	1,658,000	$	32,399,000	$	795,000			$	13,498,000	$	1,663,000	$	33,194,000	$	14,882,000	$	19,975,000

Balance Sheets, March 31, 2015 and 2014

~~(1)~~Statements ~~Impairment~~of ~~charge~~Operations ~~recorded~~for asthe ayears ~~result~~ended ofMarch a31, ~~permanent~~2015, ~~decline~~2014 inand ~~value.~~2013

39Statements of Partners’ Deficit for the years ended March 31, 2015, 2014 and 2013

~~WNC~~Statements ~~Housing~~of ~~Tax~~Cash ~~Credit~~Flows ~~Fund~~for VIthe years ended March 31, ~~L.P.~~2015, ~~Series~~2014 6and 2013

~~Schedule~~Notes ~~III~~to Financial Statements

~~Real~~(a)(2) List ~~Estate Owned~~of byFinancial ~~Local~~statement ~~Limited~~schedules ~~Partnerships~~included in Part IV hereof:

~~March~~Schedule ~~31,~~III ~~2013~~- Real Estate Owned by Local Limited Partnerships

Local Limited Partnership Name	Rental Income		Net Loss			Year Investment Acquired		Estimated Useful Life (Years)
Boonville Associates I, L.P.	$	180,000	$	(101,000	)		2000		27.5
Brighton Ridge Limited Partnership		331,000		41,000			1998		40
Cotton Mill Elderly Living Center, L.P.		127,000		(45,000	)		1999		27.5
Country Club Investors, L.P.		678,000		(23,000	)		1999		27.5
Desloge Associates I, L.P.		124,000		(56,000	)		1998		27.5
Kechel Towers, L.P.		131,000		(76,000	)		1998		27.5
Ottawa I, L.P.		158,000		(63,000	)		1999		27.5
Preservation Partners I, L.P.		336,000		(43,000	)		1999		27.5
St. Susanne Associates I, L.P.		87,000		(12,000	)		1999		40
Summer Wood Ltd.		100,000		(49,000	)		1999		40
United Development Co., L.P. – 97.0		391,000		(98,000	)		1998		27.5
Wagner Partnership 99 Limited Partnership		129,000		(39,000	)		2000		40
West Liberty Family Apartments, Ltd.		80,000		(28,000	)		2001		40
West Mobile County Housing, Ltd.		225,000		(71,000	)		1999		40
	$	3,077,000	$	(663,000	)

(a)(3) Exhibits

4031.1 Agreement of Limited Partnership dated as of March 3, 1997, filed as Exhibit 3.1 to Post-Effective Amendment No. 1 to the Registration Statement, is hereby incorporated herein as Exhibit 3.1.

~~WNC Housing~~31.2 ~~Tax~~First ~~Credit~~Amendment ~~Fund~~to VIAgreement of Limited Partnership dated as of August 29, L1997 filed as Exhibit 3.P2 to Post-Effective Amendment No. 6 to registration Statement, ~~Series~~is 6hereby incorporated herein as Exhibit 3.2.

~~Schedule III~~31.3 Certification of the Chief Executive Officer pursuant to Rule 13a-14 or 15d-14, (filed herewith)

~~Real Estate~~31.4 ~~Owned~~Certification byof ~~Local~~the ~~Limited~~Chief ~~Partnerships~~Financial Officer pursuant to Rule 13a-14 or 15d-14, (filed herewith)

~~March 31,~~32.1 ~~2012~~Section 1350 Certification of the Chief Executive Officer. (filed herewith)

		As of March 31, 2013				Initial Cost to Partnership							As of December 31, 2012
Local Limited Partnership Name	Location	Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Land		Building & Equipment		Cost Capitalized Subsequent to Acquisition			Mortgage Balances of Local Limited Partnerships		Land		Building & Equipment		Accumulated Depreciation		Net Book Value
Boonville Associates I, L.P.	Boonville, Missouri	$	2,195,000	$	2,195,000	$	165,000	$	3,751,000	$	—	$	569,000	$	165,000	$	3,751,000	$	1,499,000	$	2,417,000
Brighton Ridge Limited Partnership	Edgefield, South Carolina		926,000		926,000		75,000		2,307,000		33,000		515,000		75,000		2,340,000		852,000		1,563,000
Cotton Mill Elderly Living Center, L.P.	Rock Island, Illinois		1,040,000		1,040,000		300,000		1,509,000		325,000		665,000		305,000		1,829,000		747,000		1,387,000
Country Club Investors, L.P.	Richmond, Virginia		305,000		305,000		323,000		3,404,000		350,000		2,272,000		323,000		3,754,000		1,802,000		2,275,000
Desloge Associates I, L.P.	Desloge, Missouri		1,059,000		1,059,000		50,000		2,021,000		89,000		466,000		50,000		2,110,000		957,000		1,203,000
Kechel Towers, L.P.	Logansport, Indiana		1,348,000		1,348,000		3,000		1,895,000		234,000		222,000		3,000		2,129,000		929,000		1,203,000
Ottawa I, L.P.	Oglesby, Illinois		403,000		403,000		32,000		2,003,000		128,000		1,373,000		32,000		2,131,000		1,077,000		1,086,000
Preservation Partners I, L.P.	Pontiac and Taylorville, Illinois		514,000		514,000		60,000		2,597,000		313,000		1,834,000		60,000		2,910,000		1,458,000		1,512,000
St. Susanne Associates I, L.P.	Mt. Vernon, Missouri		255,000		255,000		40,000		956,000		29,000		626,000		40,000		985,000		308,000		717,000

32.2	Section 1350 Certification of the Chief Financial Officer. (filed herewith)

41101. Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets at March 31, 2015 and 2014, (ii) the Statements of Operations for the years ended March 31, 2015, 2014 and 2013, (iii) the Statements of Partners’ Deficit for the years ended March 31, 2015, 2014 and 2013, (iv) the Statements of Cash Flows for the years ended March 31, 2015, 2014 and 2013 and (v) the Notes to Financial Statements

~~WNC Housing~~Exhibits 32.1, ~~Tax~~32.2 ~~Credit~~and ~~Fund~~101 VIshall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, Lor otherwise subject to the liability of that Section.~~P.,~~ ~~Series~~Such 6exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

~~Schedule III~~54

WNC Housing Tax Credit Fund VI, L.P., Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2015

March 31, 2012

		As of March 31, 2015				Initial Cost to Partnership							As of December 31, 2014
Local Limited Partnership Name	Location	Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Land		Building & Equipment		Cost Capitalized Subsequent to Acquisition			Mortgage Balances of Local Limited Partnerships		Land		Building & Equipment		Accumulated Depreciation		Net Book Value

Boonville Associates I, L.P. (2)	Boonville, Missouri	$	2,195,000	$	2,195,000	$	165,000	$	3,751,000	$	-		$	486,000	$	165,000	$	3,751,000	$	1,892,000	$	2,024,000

Brighton Ridge Limited Partnership (2)	Edgefield, South Carolina		926,000		926,000		75,000		2,307,000		(69,000	)		313,000		75,000		2,238,000		924,000		1,389,000

Cotton Mill Elderly Living Center, L.P. (2)	Rock Island, Illinois		1,040,000		1,040,000		300,000		1,509,000		329,000			612,000		300,000		1,838,000		947,000		1,191,000

St. Susanne Associates I, L.P. (2)	Mt. Vernon, Missouri		255,000		255,000		40,000		956,000		46,000			613,000		40,000		1,002,000		392,000		650,000

Summer Wood, Ltd. (2)	Camden, Alabama		1,237,000		1,237,000		61,000		2,055,000		106,000			876,000		61,000		2,161,000		910,000		1,312,000

West Liberty Family Apartments, Ltd. (2)	West Liberty, Kentucky		318,000		318,000		120,000		1,372,000		(912,000	)		1,179,000		120,000		460,000		132,000		448,000
											(1	)
West Mobile County Housing, Ltd. (3)	Theodore, Alabama		1,858,000		1,858,000		100,000		3,130,000		14,000			1,066,000		100,000		3,144,000		1,386,000		1,858,000

		$	7,829,000	$	7,829,000	$	861,000	$	15,080,000	$	(486,000	)	$	5,145,000	$	861,000	$	14,594,000	$	6,583,000	$	8,872,000

		As of March 31, 2013				Initial Cost to Partnership									As of December 31, 2012
Local Limited Partnership Name	Location	Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Land		Building & Equipment		Cost Capitalized Subsequent to Acquisition					Mortgage Balances of Local Limited Partnerships		Land		Building & Equipment		Accumulated Depreciation		Net Book Value
Summer Wood, Ltd.	Camden, Alabama		1,237,000		1,237,000		61,000		2,055,000		69,000				871,000		61,000		2,124,000		734,000		1,451,000
United Development Co., L.P. – 97.0	Memphis, Tennessee		2,813,000		2,813,000		182,000		4,266,000		-				1,143,000		182,000		4,266,000		1,957,000		2,491,000
Wagner Partnership Associates I, L.P.	Wagner, South Dakota		232,000		232,000		147,000		1,133,000		87,000				789,000		147,000		1,220,000		374,000		993,000
West Liberty Family Apartments, Ltd.	West Liberty, Kentucky		318,000		318,000		120,000		1,372,000		(912,000	)	(1)		1,137,000		120,000		460,000		91,000		489,000
West Mobile County Housing, Ltd.	Theodore, Alabama		1,858,000		1,858,000		100,000		3,130,000		2,000				1,169,000		100,000		3,132,000		1,138,000		2,094,000
		$	14,503,000	$	14,503,000	$	1,658,000	$	32,399,000	$	747,000			$	13,651,000	$	1,663,000	$	33,141,000	$	13,923,000	$	20,881,000

(1)	Impairment charge recorded as a result of a permanent decline in value.

(12) ~~Impairment~~The ~~charge~~Local ~~recorded~~Limited asPartnership ahas ~~result~~been ofidentified afor ~~permanent~~sale ~~decline~~as inof ~~value~~March 31, 2015.

42 (3) The Local Limited Partnership was identified and sold subsequent to March 31, 2015.

~~WNC Housing Tax Credit Fund VI, L.P. Series 6~~55

Schedule III

WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2015
	As of December 31, 2014
Local Limited Partnership Name	Rental Income		Net Income (Loss)			Year Investment Acquired		Estimated Useful Life (Years)

Boonville Associates I, L.P. (1)	$	180,000	$	(105,000	)		2000		27.5

Brighton Ridge Limited Partnership (1)		341,000		(9,000	)		1998		40

Cotton Mill Elderly Living Center, L.P. (1)		125,000		(83,000	)		1999		27.5

St. Susanne Associates I, L.P. (1)		110,000		11,000			1999		40

Summer Wood Ltd. (1)		122,000		(33,000	)		1999		40

West Liberty Family Apartments, Ltd. (1)		68,000		(21,000	)		2001		40

West Mobile County Housing, Ltd. (2)		253,000		(54,000	)		1999		40

	$	1,199,000	$	(294,000	)

~~Real~~(1) ~~Estate~~The ~~Owned by~~ Local Limited ~~Partnerships~~Partnership has been identified for sale as of March 31, 2015.

(2) The Local Limited Partnership was identified for sale as of March 31, ~~2012~~2015 and sold subsequent thereto.

Local Limited Partnership Name	Rental Income		Net Loss			Year Investment Acquired		Estimated Useful Life (Years)
Boonville Associates I, L.P.	$	187,000	$	(83,000	)		2000		27.5
Brighton Ridge Limited Partnership		321,000		48,000			1998		40
Cotton Mill Elderly Living Center, L.P.		120,000		(114,000	)		1999		27.5
Country Club Investors, L.P.		649,000		(17,000	)		1999		27.5
Desloge Associates I, L.P.		123,000		(64,000	)		1998		27.5
Kechel Towers, L.P.		131,000		(76,000	)		1998		27.5
Ottawa I, L.P.		159,000		(63,000	)		1999		27.5
Preservation Partners I, L.P.		330,000		(41,000	)		1999		27.5
St. Susanne Associates I, L.P.		87,000		(17,000	)		1999		40
Summer Wood Ltd.		98,000		(60,000	)		1999		40
United Development Co., L.P. – 97.0		429,000		(140,000	)		1998		27.5
Wagner Partnership 99 Limited Partnership		141,000		(42,000	)		2000		40
West Liberty Family Apartments, Ltd.		78,000		(26,000	)		2001		40
West Mobile County Housing, Ltd.		239,000		(45,000	)		1999		40
	$	3,092,000	$	(740,000	)

43WNC Housing Tax Credit Fund VI, L.P., Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2014

WNC Housing Tax Credit Fund VI, L.P., Series 6

		As of March 31, 2014				Initial Cost to Partnership						As of December 31, 2013
Local Limited Partnership Name	Location	Total Investment in Local Limited Partnership		Amount of Investment Paid to Date		Land		Building & Equipment		Cost Capitalized Subsequent to Acquisition		Mortgage Balances of Local Limited Partnerships		Land		Building & Equipment		Accumulated Depreciation		Net Book Value

Boonville Associates I, L.P. (2)	Boonville, Missouri	$	2,195,000	$	2,195,000	$	165,000	$	3,751,000	$	-	$	513,000	$	165,000	$	3,751,000	$	1,760,000	$	2,156,000

Brighton Ridge Limited Partnership (2)	Edgefield, South Carolina		926,000		926,000		75,000		2,307,000		35,000		384,000		75,000		2,342,000		969,000		1,448,000

Cotton Mill Elderly Living Center, L.P. (2)	Rock Island, Illinois		1,040,000		1,040,000		300,000		1,509,000		327,000		631,000		300,000		1,836,000		880,000		1,256,000

Country Club Investors, L.P. (2)	Richmond, Virginia		305,000		305,000		323,000		3,404,000		380,000		2,123,000		323,000		3,784,000		2,040,000		2,067,000

Desloge Associates I, L.P.	Desloge, Missouri		1,059,000		1,059,000		50,000		2,021,000		108,000		437,000		50,000		2,129,000		1,120,000		1,059,000

Kechel Towers, L.P. (2)	Logansport, Indiana		1,348,000		1,348,000		3,000		1,895,000		239,000		319,000		3,000		2,134,000		1,967,000		170,000

St. Susanne Associates I, L.P. (2)	Mt. Vernon, Missouri		255,000		255,000		40,000		956,000		38,000		617,000		40,000		994,000		364,000		670,000

~~Schedule III~~57

WNC Housing Tax Credit Fund VI, L.P., Series 6 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2014

March 31, 2011

As of March 31, 2014

Initial Cost to Partnership

As of December 31, 2013

Local Limited Partnership Name

Location

Total Investment in Local Limited Partnership

Amount of Investment Paid to Date

Land

Building & Equipment

Cost Capitalized Subsequent to Acquisition

Mortgage Balances of Local Limited Partnerships

Land

Building & Equipment

Accumulated Depreciation

Net Book Value

Summer Wood, Ltd. (2)

Camden, Alabama

1,237,000

61,000

2,055,000

85,000

876,000

61,000

2,140,000

850,000

1,351,000

Wagner Partnership

99 Limited Partnership (2)

Filing Compare · WNC HOUSING TAX CREDIT FUND VI LP SERIES 6