SEC Comment Letter for WNC HOUSING TAX CREDIT FUND VI LP SERIES 10 (CIK 0001156815) — May 6, 2005
WNC HOUSING TAX CREDIT FUND VI LP SERIES 10 (CIK 0001156815)
Date: May 6, 2005 · CIK: 0001156815 · Accession: 0000000000-05-022381
AI Filing Summary & Sentiment
Referenced dates: April 15, 2005
Letter
Mail Stop 04-09 VIA U.S. MAIL AND FAX (714) 662-4412 Mr. Thomas J. Rhia Chief Financial Officer WNC & Associates, Inc. 17782 Sky Park Circle Irvine, CA 92614-6404
RE: WNC Housing Tax Credits VI, L.P., Series 10 File No. 0-50837 Form 10-K for the year ended March 31, 2004 Forms 10-Q for the quarterly periods ended June 30, 2004, September 30, 2004, and December 31, 2004
Dear Mr. Riha:
We have reviewed your response letter dated April 15, 2005 and have the following additional comments. In our comments, we ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Notes to Financial Statements
New Accounting Pronouncements, page 27
1. Your response to prior comment 1 indicates that your rights in the Local Limited Partnerships do not constitute control under paragraphs 9 and 10 of SOP 78-9, but merely call into question the ability of the Local General Partner to control the Local Limited Partnership. We note that this assertion addresses only paragraph 9 of SOP 78- 9. Supplementally explain to us how you reconcile your previous discussion of the important rights that you hold and the fact that you hold more than 50 percent of the total partnership interest with your conclusion that consolidation under both paragraphs 9 and 10 of SOP 78-9 is not warranted.
2. Relating to the above comment, if the combination of your important rights under the partnership agreement(s) and your majority ownership interest do not constitute control under SOP 78-9 then please clarify your conclusion that voting rights in the Local Limited Partnerships are not disproportionate to ownership interests as contemplated by paragraph 5(c) of FIN 46(R).
3. Prior comment 2 correctly referenced paragraph 5(b) of FIN 46(R). Specifically our comment was intended to address subparagraph (1). In a supplemental response please provide us with a detailed analysis, by partnership, of the amount of equity contributed by the Local General Partner and the amount of all fees earned by the Local General Partner prior to the commencement of operations. Specifically, quantify the amount of equity investment at risk held by each Local General Partner as defined in FIN 46(R). Also, tell us how that analysis has impacted your evaluation under paragraph 5(b) considering the Local General Partners` decision making abilities.
Please respond to the comments included in this letter within ten business days. If you have any questions, you may contact William Demarest at (202) 824-5539 or me at (202) 824-5222.
Sincerely,
Steven Jacobs
Branch Chief
Show Raw Text
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<TEXT>
April 19, 2005
Mail Stop 04-09
VIA U.S. MAIL AND FAX (714) 662-4412
Mr. Thomas J. Rhia
Chief Financial Officer
WNC & Associates, Inc.
17782 Sky Park Circle
Irvine, CA 92614-6404
RE: WNC Housing Tax Credits VI, L.P., Series 10
File No. 0-50837
Form 10-K for the year ended March 31, 2004
Forms 10-Q for the quarterly periods ended June 30, 2004,
September
30, 2004, and December 31, 2004
Dear Mr. Riha:
We have reviewed your response letter dated April 15, 2005
and
have the following additional comments. In our comments, we ask
you
to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Notes to Financial Statements
New Accounting Pronouncements, page 27
1. Your response to prior comment 1 indicates that your rights in
the
Local Limited Partnerships do not constitute control under
paragraphs
9 and 10 of SOP 78-9, but merely call into question the ability of
the Local General Partner to control the Local Limited
Partnership.
We note that this assertion addresses only paragraph 9 of SOP 78-
9.
Supplementally explain to us how you reconcile your previous
discussion of the important rights that you hold and the fact that
you hold more than 50 percent of the total partnership interest
with
your conclusion that consolidation under both paragraphs 9 and 10
of
SOP 78-9 is not warranted.
2. Relating to the above comment, if the combination of your
important rights under the partnership agreement(s) and your
majority
ownership interest do not constitute control under SOP 78-9 then
please clarify your conclusion that voting rights in the Local
Limited Partnerships are not disproportionate to ownership
interests
as contemplated by paragraph 5(c) of FIN 46(R).
3. Prior comment 2 correctly referenced paragraph 5(b) of FIN
46(R).
Specifically our comment was intended to address subparagraph (1).
In a supplemental response please provide us with a detailed
analysis, by partnership, of the amount of equity contributed by
the
Local General Partner and the amount of all fees earned by the
Local
General Partner prior to the commencement of operations.
Specifically, quantify the amount of equity investment at risk
held
by each Local General Partner as defined in FIN 46(R). Also, tell
us
how that analysis has impacted your evaluation under paragraph
5(b)
considering the Local General Partners` decision making abilities.
Please respond to the comments included in this letter
within
ten business days. If you have any questions, you may contact
William Demarest at (202) 824-5539 or me at (202) 824-5222.
Sincerely,
Steven Jacobs
Branch Chief
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WNC Housing Tax Credits VI, L.P., Series 10
April 19, 2005
Page 1
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