WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8
Limited Partnership Units at $1,000 per Unit
Best Efforts
SELLING AGREEMENT
June 23, 1997
WNC Capital Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
as Dealer-Manager for the
above described Units
Gentlemen:
WNC & ASSOCIATES, INC., the general partner ("Fund Manager") of, and on
behalf of, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5, WNC HOUSING TAX
CREDIT FUND VI, L.P., SERIES 6, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 7
and WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (collectively, the "Fund" and
individually, a "Series"), pursuant to the Agreement of Limited Partnership of
each Series (the "Partnership Agreement") set forth as Exhibit B to the
Prospectus (as hereinafter defined), hereby confirms its agreement with you as
follows:
l. Description of Securities. Subject to the terms hereof the Fund
proposes to issue and to offer for sale pursuant to the Prospectus its limited
partnership units (the "Units") through you and those licensed brokers
designated by you.
The purchase price of each Unit will be $1,000 payable in cash or cash
and a Promissory Note (the "Promissory Note") as discussed in the Prospectus.
2. Representations, Warranties and Agreements of Each Series and the
Fund Manager. Each Series and the Fund Manager, jointly and severally, represent
and warrant to, and agree with, you as follows:
(a) The Fund has prepared and filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement and amendments
thereto, on Form S-11 covering the registration of the Units under the
Securities Act of 1933, as amended (the "1933 Act"),
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including the related preliminary prospectus. Such preliminary
prospectus bears, and any amended prospectus will bear, the legend
required by the rules and regulations of the Commission under the 1933
Act (the "1933 Act Rules and Regulations"). Such Registration
Statement, in the form it first becomes effective and as thereafter
amended from time to time, and the final prospectus, as supplemented
from time to time, are herein respectively called the "Registration
Statement" and the "Prospectus."
(b) The Registration Statement and the Prospectus will contain all
statements which are required to be stated therein in accordance with
the 1933 Act and the 1933 Act Rules and Regulations, and neither the
Registration Statement nor the Prospectus will contain any untrue
statement of a material fact or omit any material fact required to be
stated therein or necessary to make the statements therein not
misleading. In this connection, it is understood by each Series and the
Fund Manager that Rule 2810 of the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD") requires that you
determine that all material facts relating to the subject offering are
adequately and accurately disclosed to prospective subscribers and
provide a basis for evaluating the offering, and each Series and the
Fund Manager therefore specifically represent and warrant that:
(i) all items of compensation payable to the Fund Manager and
its Affiliates are and will be set forth in the Prospectus
under the caption "Management Compensation";
(ii) all properties to be acquired by any Series which is
conducting an offering of its Units are and will be described
in the Prospectus during the term of such offering under the
caption "Local Limited Partnership Investments";
(iii) all material tax aspects are and will be set forth in
the Prospectus under the captions "Federal Income Tax
Considerations" and "The Low Income Housing Credit";
(iv) the financial position and business experience of the
Fund Manager are and will be accurately and adequately
reflected in the Prospectus under the captions "Management,"
"Prior Performance Information" and "Financial Statements";
(v) all material conflicts of interest and risk factors are
and will be set forth in the Prospectus under the captions
"Conflicts of Interest" and "Risk Factors"; and
(vi) all pertinent facts relating to the liquidity and
marketability of the Units are and will be set forth in the
Prospectus under the captions "Risk Factors - Lack of
Liquidity of Investment" and "Transferability of Units."
(c) The accountants who have certified or shall certify the audited
financial statements filed and to be filed with the Commission as parts
of the Registration Statement and the Prospectus are independent
accountants as required by the 1933 Act and the 1933 Act Rules and
Regulations.
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(d) The financial statements filed with and as part of the Registration
Statement present fairly the financial positions of the respective
entities addressed therein as of the date of such financial statements,
in conformity with generally accepted accounting principles applied on
a consistent basis throughout the period involved.
(e) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, since the respective dates as of which
information is given in the Registration Statement and the Prospectus,
there has not been any material adverse change in the condition,
financial or otherwise, of any Series or the Fund Manager; and except
as set forth in or contemplated by the Registration Statement and the
Prospectus, neither any Series nor the Fund Manager has incurred any
liability or obligation or entered into any transaction since the date
as of which information is given in the Registration Statement and the
Prospectus, other than in the ordinary course of business, which is
material to the financial condition of any such person.
(f) The Units conform to the description thereof contained in the
Prospectus in all material respects.
(g) Neither the issuance nor the sale of the Units, nor the
consummation of any other of the transactions herein contemplated, nor
the fulfillment of the terms hereof, will conflict with, result in a
breach of, or constitute a default under the terms of, any indenture,
or other material agreement or instrument to which any Series or the
Fund Manager is, or will be, a party or is, or will be, bound, or, to
the best of the knowledge of such persons, any order or regulation
applicable to any Series or the Fund Manager of any court, regulatory
body, administrative agency or governmental body having jurisdiction
over any such person or any of their respective assets or operations.
(h) The Units, when issued, will be duly authorized, validly issued,
fully paid and nonassessable.
(i) Each Series has been duly formed pursuant to the California Revised
Limited Partnership Act and is validly existing as a limited
partnership in good standing under the laws of the State of California
with full power and authority to own properties (or interests therein)
and conduct its business as described in the Prospectus.
(j) The person or persons who have signed this Selling Agreement on
behalf of each Series and the Fund Manager are duly authorized so to
sign, and this Selling Agreement has been duly executed and delivered
by, and is the valid, legal and binding agreement of, each Series and
the Fund Manager enforceable in accordance with its terms.
3. Representations and Warranties of the Dealer-Manager. You represent
and warrant to and agree with each Series and the Fund Manager as follows:
(a) You are a member in good standing of the NASD, and will maintain
such membership throughout the term of this Agreement.
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(b) You will comply with all Federal laws pertaining to the sale of
securities, the laws of the jurisdictions in which you sell the Units,
the 1933 Act Rules and Regulations and the Constitution, By-Laws and
Rules of the Association of the NASD, and Rule 15c2-4 under the
Securities Exchange Act of 1934, as amended (the "1934 Act") as
interpreted in NASD Notice to Members 84-64 (which requires that during
the escrow period checks be transmitted by you to the escrow agent as
soon as practicable, but in any event by noon of the second business
day following receipt by you).
(c) You will make no sale of the Units unless such sale is preceded or
accompanied by the Prospectus.
(d) You will assist the Fund in qualifying or registering the Units for
sale under the laws of the State of California and such other
jurisdictions as to which you and the Fund Manager shall mutually
agree.
(e) You will (i) diligently make inquiries as required by law of all
prospective investors in order to ascertain whether a purchase of Units
is suitable for the investors and (ii) inform each prospective investor
of all pertinent facts relating to the liquidity and marketability of
the Units during the term of the investment. In recommending a
purchase, sale or exchange of the Units you shall:
(1) have reasonable grounds to believe, on the basis of
information obtained from the participant concerning his investment
objectives, investment experience, other investments, income, net
worth, financial situation and needs, and any other information known
by you, that:
(i) the participant is or will be in a financial
position appropriate to enable him to realize to a significant
extent the benefits described in the Prospectus, including
specifically the Federal income tax benefits;
(ii) the participant has a fair market net worth
sufficient to sustain the risks inherent in the program,
including loss of investment and lack of liquidity;
(iii) the participant meets the minimum income and
net worth standards established by the jurisdiction in which
such participant is a resident;
(iv) the program is otherwise suitable for the
participant; and
(2) maintain in your files documents disclosing the basis upon
which the determination of suitability was reached as to each
participant for the longer of (i) six years from the date of the
investment; (ii) the period prescribed by Rule 17a-4 under the 1934
Act; or (iii) the period required by applicable state blue sky laws.
(f) All Investor Forms and all subscription funds and Promissory Notes
received by you shall be promptly transmitted to National Bank of
Southern California, or such other bank as may
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be selected to act as escrow agent for the Fund. As used herein, the
term "promptly transmitted" shall have the meaning set forth in Rule
15c2-4 under the 0000 Xxx.
(g) You will execute no transaction in a discretionary account without
prior written approval of the transaction by the investor.
4. Sale of Units. On the basis of the representations and warranties
herein contained, but subject to the terms and conditions herein set forth, you
agree to sell the Units on a "best efforts" basis, as agent for the Fund. You
are authorized to enlist other members of the NASD ("Soliciting Dealers"),
acceptable to the Fund to sell the Units. As compensation for these services,
the Fund agrees that it will pay you a retail selling commission in an amount
equal to 7% of the offering price of the Units sold pursuant to the terms of
this Agreement, a Dealer-Manager fee of 2% of the offering price of the Units
sold pursuant to the terms of this Agreement and a nonaccountable expense
reimbursement in an amount equal to 1% of the offering price of the Units sold
pursuant to the terms of this Agreement. You will pay wholesaling compensation
to your personnel, and your overhead costs attributable to underwriting
activities, out of the commissions, fees and expense reimbursements you will
receive hereunder. In no event will the aggregate amount of all selling
compensation paid in connection with the offering exceed a total equal to 10% of
the Gross Proceeds, plus an additional one-half of 1% as provided in the
following sentence. The Fund may, in the Fund Manager's discretion, reimburse
the Soliciting Dealers for their bona fide and accountable expenses for due
diligence purposes, in an amount not to exceed one-half of l% of the offering
price of the Units sold pursuant to this Agreement. As part of the selling
compensation described above, a Series may establish sales incentive programs as
described in the Prospectus, subject to the prior review and approval of the
NASD and compliance with all applicable NASD rules and procedures.
Notwithstanding the preceding, as described more fully in the
Prospectus under the caption "Terms of the Offering and Plan of Distribution,"
the retail selling commission payable in connection with subscriptions for
$100,000 or more of the Units in one or more Series or other syndications
sponsored by the Sponsor will be determined in accordance with the following
schedule:
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Amount of Subscription Selling Commission on
by any "Purchaser" (1) the Offering Price
---------------------- ------------------
$100,000 to $199,000 5.5%
$200,000 to $299,000 4.5%
$300,000 to $399,000 3.5%
$400,000 to $499,000 2.5%
$500,000 and over 1.5%(2)
----------------
(1) As defined in the Prospectus under "Terms of the Offering and Plan of
Distribution."
(2) Provided that the Fund and the Fund Manager may further reduce the retail
selling commission with respect to subscriptions to $500,000 and over, but any
such reduction will be the same for investors making investments of
substantially the same size.
and provided, further, that the commission may be reduced with respect to
investments by certain "Designated Investors," as defined in the Prospectus
under "Terms of the Offering and Plan of Distribution," pursuant to agreement
between the Dealer-Manager, Soliciting Dealer and Fund Manager.
The Fund further agrees that it will pay the retail selling
commissions, Dealer-Manager fee and expense reimbursements with respect to the
purchase price of each Unit in a Series upon (a) the release to the Series from
the escrow account in which they are to be deposited the subscription proceeds
attributable to such Unit and (b) the admission of the purchaser of such Unit as
a limited partner of the Series. It is expressly understood and agreed that the
Fund Manager has reserved the right to accept or reject any subscriptions for
Units as set forth in the Prospectus and no retail selling commission,
Dealer-Manager fee or expense reimbursement will be payable to you or any of the
Soliciting Dealers with respect to the tender of any subscription which is
rejected by you or the Fund Manager as aforesaid. Similarly, in the event a
Series shall not receive in cash the full amount of the public offering price of
a Unit, whether by reason of the failure of the subscriber to pay the amounts
required under his Promissory Note or otherwise, no retail selling commission,
Dealer- Manager fee or expense reimbursement in respect of the unpaid public
offering price shall be payable to you or any of the Soliciting Dealers.
Furthermore, no subscription may be deemed binding until at least five days
after delivery of a Prospectus to the subscriber. Moreover, in the event of the
failure of you and the Soliciting Dealers to sell at least 1,400 of the Units
offered in a Series prior to the termination of that Series offering by the Fund
Manager, neither the Fund Manager nor any Series shall have any liability for
the payment of any commissions or fees hereunder.
5. Certain Covenants of Each Series and the Fund Manager. Each Series
and the Fund Manager covenant and agree with you as follows:
(a) The Fund will not at any time file or make any amendment or
supplement to the Registration Statement or Prospectus of which you
shall not have previously been advised and furnished a copy, or to
which you shall object in writing.
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(b) The Fund will advise you immediately, and confirm the advice in
writing, (i) when the Registration Statement shall have become
effective with the Commission, (ii) when any post-effective amendment
to the Registration Statement shall have become effective, or any
supplement to the Prospectus or any amended Prospectus shall have been
filed, (iii) of any request of the Commission for amendment or
supplementation of the Registration Statement or Prospectus or for
additional information, and (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any
preliminary prospectus, or of the suspension of the qualification or
registration of the Units for offering or sale in any jurisdiction, or
of the institution of any proceedings for any such purposes. The Fund
will use its best efforts to prevent the issuance of any such stop
order or of any order preventing or suspending such use and to obtain
as soon as possible the lifting thereof, if issued.
(c) The Fund will deliver to you without charge, and when requested,
such number of copies of the preliminary and amended preliminary
prospectus, and the Prospectus (as supplemented or amended, if the Fund
shall have made any supplements or amendments to the Prospectus) as you
may reasonably request.
(d) The Fund will comply to the best of its ability with the 1933 Act
and the 1933 Act Rules and Regulations so as to permit the continuance
of sales of and dealings in the Units under the 1933 Act. If at any
time when a prospectus is required to be delivered under the 1933 Act,
an event shall have occurred as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements
therein not untrue or misleading or to make the Prospectus comply with
the 1933 Act, the Fund will notify you promptly thereof and will
furnish to you an amendment or supplement which will correct such
statement in accordance with the requirements of Section 10 of the 1933
Act.
(e) The Fund will use its best efforts to qualify or register the Units
for sale under the laws of the State of California and such other
jurisdictions as to which the Fund Manager and you shall mutually agree
and will comply to the best of its ability with such laws so as to
permit the continuance of sales of and dealings in the Units
thereunder.
(f) The Fund will furnish to you copies of all such documents, reports
and information as shall be of general interest and are furnished by
the Fund to investors in the Units generally.
(g) The Fund and the Fund Manager will pay and bear all costs and
expenses in connection with the preparation, printing and filing of the
Registration Statement, preliminary and amended preliminary prospectus
and Prospectus, including fees of legal counsel for the Fund, the
qualifying or registering of the Units under the laws of certain
jurisdictions as aforesaid, including filing fees and fees and
disbursements of counsel in connection therewith, and the cost of
furnishing to you and the Soliciting Dealers copies of the Registration
Statement, preliminary and amended preliminary prospectus and
Prospectus as herein provided.
6. Conditions to Dealer-Manager's Obligations. Within a period of five
days after the effective date of the Prospectus (the "Effective Date"), there
shall be furnished to you the following:
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(a) The favorable opinion of Messrs. Xxxxxxxxx & Xxxxxxxxxx, counsel
for the parties to this Agreement, in form and substance satisfactory
to you, respecting certain matters arising under Federal securities
laws.
(b) A certificate, dated the Effective Date, signed by or on behalf of
the Fund Manager, to the effect that (i) the representations and
warranties of each Series and the Fund Manager contained in this
Agreement are correct; and (ii) the signers of said certificate have
carefully examined the Registration Statement and the Prospectus, and
in their opinion (A) neither the Registration Statement nor the
Prospectus contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and (B) there are no
material legal or governmental proceedings to which the Fund Manager or
any Series is a party or of which the business or assets of any such
person are the subject which are not disclosed in the Registration
Statement and the Prospectus.
(c) A letter addressed to you from Xxxxxx & Xxxxx dated not earlier
than the business day immediately preceding the Effective Date, stating
that:
(i) With respect to each Series and the Fund Manager they are
"independent public accountants" as such term is defined in
the 1933 Act and the 1933 Act Rules and Regulations, and they
were not employed by any such person on a contingent basis and
they (and their partners and associates individually) do not,
either at the time of the preparation of financial statements
reported upon by them or at any time thereafter, have
substantial interest in any Series or the Fund Manager or any
parent of any such person (as such term is defined in Rule 405
of the 1933 Act Rules and Regulations) or have any connection
with any such person as a promoter, underwriter, voting
trustee, director, officer, partner or employee.
(ii) In their opinion, the balance sheets reported upon by
them and included in the Registration Statement comply in all
material respects with all of the accounting requirements
contained in the 1933 Act and the 1933 Act Rules and
Regulations with respect to Registration Statements on Form
S-11.
(iii) On the basis of inquiries of officers of the Fund
Manager responsible for financial and accounting matters and
such other procedures as they have deemed adequate in
connection with said opinion, nothing has come to their
attention which caused them to believe that at a specific date
within five days of the date of such letter there was any
material change from amounts shown on the balance sheets
included in the Prospectus except in all instances for changes
or decreases which the Prospectus discloses have occurred or
may occur.
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7. Indemnification.
(a) The Fund shall indemnify and hold you and any Soliciting Dealers
harmless against any losses, claims, damages or liabilities, joint or
several:
(i) to which you or any Soliciting Dealer may become subject
under the 1933 Act, the 1934 Act, the various state securities
laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement, the Prospectus or in any sales literature furnished
by the Fund, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made, not
misleading; or
(ii) to which you or any Soliciting Dealer may become subject
due to the misrepresentation by the Fund or its agents (other
than you or any Soliciting Dealer) of material facts in
connection with the sale of the Units, unless the
misrepresentation of such material facts was the direct result
of misleading information provided to the Fund by you or any
Soliciting Dealer; or
(iii) to which you or any Soliciting Dealer may become subject
as a result of any breach by the Fund of the representations,
warranties or agreements contained herein.
The Fund will reimburse you and any Soliciting Dealers for any
legal or other expenses reasonably incurred in connection with
investigating or defending any such loss, claim, damage or liability
(or actions in respect thereof); provided, however, that the Fund shall
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in the
Registration Statement, the Prospectus, or in any sales literature, in
reliance upon and in conformity with written information furnished to
the Fund by you or any Soliciting Dealer specifically for use in the
preparation thereof. This indemnity agreement shall be in addition to
any liabilities which the Fund may otherwise have in connection with
this offering. The foregoing indemnity agreement shall extend upon the
same terms and conditions to, and shall inure to the benefit of, each
person, if any, who controls you or any Soliciting Dealer within the
meaning of the 1933 Act.
Notwithstanding the foregoing provisions of this Section 7(a),
neither you, any Soliciting Dealer nor any controlling person thereof
shall be indemnified for any losses, liabilities or expenses arising
from or out of an alleged violation of Federal or state securities laws
unless (i) there has been a successful adjudication on the merits of
each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of
litigation costs, or (ii) such claims have been dismissed with
prejudice on the merits by a court of competent jurisdiction as to the
particular indemnitee and the court approves indemnification of
litigation costs, or (iii) a court of competent jurisdiction
9
approves a settlement of the claims against a particular indemnitee and
finds that indemnification of the settlement and related costs should
be made. In any claim for indemnification for Federal or state
securities law violations, the party seeking such indemnification shall
place before the court the positions of the Securities and Exchange
Commission, the California Commissioner of Corporations, and any other
state securities administrator whose rules require such disclosure with
respect to the issue of indemnification for securities law violations,
provided that at least one of the investors has an address in such
state.
(b) You agree and each Soliciting Dealer will agree to
indemnify and hold harmless each Series and the Fund Manager against
any losses, claims, damages or liabilities, joint or several, to which
any Series or the Fund Manager may become subject, under the 1933 Act,
the 1934 Act, the various state securities laws, or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or in any sales literature, or arise out of
or are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement,
the Prospectus, or in any sales literature, in reliance upon and in
conformity with written information furnished by you or such Soliciting
Dealer specifically for use in the preparation thereof, or any breach
by you or such Soliciting Dealer, as the case may be, of your or its
respective representations, warranties or agreements contained herein
or in a Soliciting Dealers Agreement between you and the Soliciting
Dealer; and you and such Soliciting Dealer will reimburse each Series
and the Fund Manager for any legal or other expenses reasonably
incurred in connection with investigating or defending any such loss,
claim, damage or liability (or action in respect thereof). This
indemnity agreement shall be in addition to any liabilities which you
or any Soliciting Dealer may otherwise have in connection with this
offering. The foregoing indemnity agreement shall extend upon the same
terms and conditions to, and shall inure to the benefit of, each
person, if any, who controls each Series and the Fund Manager within
the meaning of the 1933 Act.
(c) Promptly after receipt by an indemnified party of notice
of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party
under subparagraphs (a) and (b) of this Paragraph 7, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than
under such subparagraph. In case any such action shall be brought
against such indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish,
jointly with any other indemnifying party, similarly notified, to
assume the defense thereof, with counsel satisfactory to such
indemnifying and indemnified parties, and after the indemnified party
shall have received notice from the agreed upon counsel that the
defense has been so assumed, in the event that the indemnified party
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nonetheless elects to participate in the defense of any such action for
any reason other than the presence of a conflict of interest, the
indemnifying party shall not be responsible for any legal or other
expenses subsequently incurred by such indemnified party in connection
with the defense thereof.
8. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of California.
9. Notices. Except as otherwise provided in this Agreement, (a)
whenever notice is required by the provisions of this Agreement to be given to
the Fund, a Series or the Fund Manager, such notice shall be in writing
addressed to such person or persons, as the case may be, at 0000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx 00000 and (b) whenever notice is required by
the provisions of this Agreement to be given to the Dealer-Manager or the
Soliciting Dealers, such notice shall be in writing addressed to you at 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx 00000.
10. Benefit. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.
11. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Prospectus.
If the foregoing correctly sets forth your understanding, please so
indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement between us.
Very truly yours,
WNC HOUSING TAX CREDIT FUND VI, L.P.,
SERIES 5 THROUGH SERIES 8
By: WNC & Associates, Inc.,
General Partner
By: /S/XXXX X. XXXXXX, XX.
Xxxx X. Xxxxxx, Xx.,
President
Accepted this 23rd day of June, 1997:
WNC CAPITAL CORPORATION,
a California corporation, Dealer-Manager
By: /S/XXXXXXX X. XXXXXX, XX.
Xxxxxxx X. Xxxxxx, Xx.,
President
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