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SEC Company Response from WNC HOUSING TAX CREDIT FUND VI LP SERIES 10 (CIK 0001156815) — Sep 16, 2005

WNC HOUSING TAX CREDIT FUND VI LP SERIES 10 (CIK 0001156815)
Date: Sept. 16, 2005 · CIK: 0001156815 · Accession: 0001084067-05-000144

AI Filing Summary & Sentiment

Referenced dates: April 19, 2005

Date
September 16, 2005
Author
Senior Vice President - Chief Financial Officer
Form
CORRESP
Company
WNC HOUSING TAX CREDIT FUND VI LP SERIES 10 (CIK 0001156815)

Letter

September 16, 2005 Steven Jacobs, Branch Chief Securities and Exchange Commission Division of Corporation Finance Mail Stop 04-09 100 F Street, NE Washington, DC 20549

Re: WNC Housing Tax Credit Fund 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. Jacobs:

The registrant is in receipt of your letter dated April 19, 2005 respecting the referenced matters. After further extensive review of the staff's concerns included therein, including telephone conversations between the registrant's professional advisers and the staff, the registrant has determined the Local Limited Partnerships are VIEs under FASB Interpretation No. 46 - Revised, Consolidation of Variable Interest Entities. In furtherance thereof, and for so long as the current guidance is effective, in future filings the registrant proposes to include the following in the footnotes to its financial statements:

As of March 31, 2004, the Partnership adopted FASB Interpretation No. 46 - Revised, Consolidation of Variable Interest Entities ("FIN46R"). FIN 46R provides guidance as to when a company should include the assets, liabilities, and activities of a variable interest entity ("VIE") in its financial statements, and when a company should disclose information about its relationship with a VIE. A VIE is a legal structure used to conduct activities or hold assets, and a VIE must be consolidated by a company if it is the primary beneficiary because a primary beneficiary absorbs the majority of the entity's expected losses, the majority of the expected residual returns, or both.

Under FIN 46R, the Local Limited Partnerships in which the Partnership invests are VIEs. However, management does not consolidate the Partnership's interests in these VIE's under FIN46R, as the Partnership is not considered the primary beneficiary. Rather, the Partnership currently records the amount of the investment in the Local Limited Partnerships as an asset in the balance sheet, and recognizes its share of Local Limited Partnership income or loss in the statement of operations.

<PAGE> Steven Jacobs, Senior Staff Accountant September 16, 2005 Page 2

The Partnership's balance in its 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 is mitigated by the condition and financial performance of the underlying properties, as well as the strength of the Local General Partners and their guarantee against credit recapture.

If the foregoing is not objected to by the staff, the registrant will file its unfiled reports as soon as is practicable under the circumstances.

Please contact the undersigned if you have any further questions or comments in these regards.

Very truly yours,
/s/ Thomas J. Riha,
-------------------
Senior Vice President - Chief Financial Officer,
WNC & Associates, Inc.

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                       September 16, 2005

Steven Jacobs, Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 04-09
100 F Street, NE
Washington, DC 20549

         Re:      WNC Housing Tax Credit Fund 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. Jacobs:

     The registrant is in receipt of your letter dated April 19, 2005 respecting
the referenced  matters.  After further extensive review of the staff's concerns
included therein,  including  telephone  conversations  between the registrant's
professional  advisers and the staff,  the  registrant  has determined the Local
Limited  Partnerships  are VIEs  under  FASB  Interpretation  No. 46 -  Revised,
Consolidation of Variable Interest Entities.  In furtherance thereof, and for so
long as the current  guidance is  effective,  in future  filings the  registrant
proposes to include the following in the footnotes to its financial statements:

          As of March 31, 2004, the Partnership  adopted FASB Interpretation No.
          46 - Revised,  Consolidation of Variable Interest Entities ("FIN46R").
          FIN 46R  provides  guidance  as to when a company  should  include the
          assets,  liabilities,  and  activities of a variable  interest  entity
          ("VIE")  in  its  financial  statements,  and  when a  company  should
          disclose  information  about its  relationship  with a VIE. A VIE is a
          legal structure used to conduct  activities or hold assets,  and a VIE
          must be  consolidated  by a company if it is the  primary  beneficiary
          because a primary  beneficiary  absorbs the  majority of the  entity's
          expected losses,  the majority of the expected  residual  returns,  or
          both.

          Under FIN 46R, the Local Limited Partnerships in which the Partnership
          invests  are  VIEs.  However,  management  does  not  consolidate  the
          Partnership's   interests  in  these  VIE's  under   FIN46R,   as  the
          Partnership  is not considered the primary  beneficiary.  Rather,  the
          Partnership  currently  records  the amount of the  investment  in the
          Local  Limited  Partnerships  as an asset in the  balance  sheet,  and
          recognizes  its share of Local Limited  Partnership  income or loss in
          the statement of operations.

<PAGE>
Steven Jacobs,  Senior Staff Accountant
September 16, 2005
Page 2

          The   Partnership's   balance  in  its  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 is mitigated by the condition
          and financial performance of the underlying properties, as well as the
          strength of the Local  General  Partners and their  guarantee  against
          credit recapture.

     If the foregoing is not objected to by the staff,  the registrant will file
its unfiled reports as soon as is practicable under the circumstances.

     Please  contact  the  undersigned  if you have  any  further  questions  or
comments in these regards.

                             Very truly yours,

                             /s/ Thomas J. Riha,
                             -------------------
                             Senior Vice President - Chief Financial Officer,
                             WNC & Associates, Inc.

</TEXT>
</DOCUMENT>