UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D.C. 20549
 
 FORM
10-K
 
 
 (Mark
One)
 
 S  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
 OF
1934
 
 For the
year ended March 31, 2009
 
 OR
 
 *           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the
transition period from __________ to __________
 
 Commission
file number: 0-21895
 
 
 WNC
HOUSING TAX CREDIT FUND V, L.P., Series 3
 (Exact
name of registrant as specified in its charter)
 
 California
              33-6163848(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)17782
      Sky Park CircleIrvine,
      CA
              92614-6404Address
      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_____
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_____
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                       No       X__
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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.  S
 
 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
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
  Large
accelerated filer___ Accelerated filer___  Non-accelerated filer___X__Smaller
reporting company___
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes____
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
 
 
  2
  PART
I.
 
 Item
1.  Business
 
 Organization
 
 WNC
Housing Tax Credit Fund V, L.P., Series 3 (the “Partnership”) is a California
Limited Partnership formed under the laws of the State of California on March
28, 1995, and commenced operations on October 24, 1995.  The
Partnership was formed to acquire limited partnership interests in other limited
partnerships ("Local Limited Partnerships") which owns 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 Complex. Each
Local Limited Partnership is governed by its agreement of limited partnership
(the “Local Limited Partnership Agreement”).
 
 The
general partner of the Partnership is WNC & Associates, Inc. (the “General
Partner” or “Associates”).  The chairman and the president of
Associates own substantially 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 filed with the Securities and Exchange Commission on
July 26, 1995, 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.  As of the close of the public offering on January
21, 1996 a total of 18,000 Partnership Units representing $17,558,985 had been
sold.  Holders of Partnership Units are referred to herein as “Limited
Partners”.
 
 Sempra
Energy Financial, a California corporation, which is not an affiliate of the
Partnership or General Partner, has purchased 4,560 Partnership Units, which
represents 25.3% of the Partnership Units outstanding for the
Partnership.  Sempra Energy Financial invested
$4,282,600.  A discount of $277,400 was allowed due to a volume
discount.  On July 1, 2006 Sempra Energy Financial transferred their
4,560 Partnership Units to Sempra Section 42, LLC.  See Item 12(b) in
this 10-K.  Western Financial Savings Bank, which is not an affiliate
of the Partnership or General Partner, has purchased 1,068 Partnership Units,
which represent 5.9% of the Units outstanding for the
Partnership.  Western Financial Savings Bank invested
$1,000,000.  A discount of $68,000 was allowed due to a volume
discount.  See Item 12(b) in this 10-K.
 
 The
Partnership shall continue in full force and effect until December 31, 2050
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.
 
 In
general, in order to avoid recapture of Low Income Housing Tax Credits, the
Partnership does not expect that it will 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.  Because of (i) the nature of the
Housing Complexes, (ii) the difficulty of predicting the resale market for low
income housing and (iii) the ability of government 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
28, 1995 (“Partnership Agreement”), will be
 
  3
  accomplished
promptly at the end of the Compliance Period.  If a Local Limited
Partnership is unable to sell its Housing Complex, it is anticipated that the
Local General Partner will either continue to operate such Housing Complex or
take such other actions as the Local General Partner believes to be in the best
interest of the Local Limited Partnership.  Notwithstanding the
preceding, circumstances beyond the control of the General Partner or the Local
General Partners may occur during 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.
 
 The
Partnership originally invested in eighteen Local Limited Partnerships, two of
which had been sold or otherwise disposed of as of March 31,
2009.  Each of these Local Limited Partnerships owns or owned a single
Housing Complex that was eligible for the Low Income Housing Tax
Credits.  Certain Local Limited Partnerships may also benefit from
additional government programs promoting low- or moderate-income
housing.
 
 Exit
Strategy
 
 The IRS 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 are completing their Compliance Periods.
 
 The
following table reflects the 15-year compliance period of the sixteen Housing
Complexes:
 
 Expiration
      Date for 15-year compliance periodLocal
      Limited Partnership Name
              15-year
      Expiration DateAlliance
      Apartments I Limited Partnership
              2010Blessed
      Rock of El Monte
              2012Broadway
      Apartments, Limited Partnership
              2013Curtis
      Associates I, L.P.
              2012Escatawpa
      Village Associates, Limited Partnership
              2011Hastings
      Apartments I, Limited Partnership
              2011Heritage
      Apartments I, L.P.
              2012Hillcrest
      Associates, A Limited Partnership
              2011Patten
      Towers, L.P. II
              2011Prairieland
      Properties of Syracuse II, L.P.
              2012Raymond
      S. King Apartments Limited Partnership
              2011Rosedale
      Limited Partnership
              2011Shepherd
      South Apartments I, Ltd.
              2010Solomon
      Associates I, L.P.
              2012Talladega
      County Housing Ltd.
              2011The
      Willows Apartments, L.P.
              2011
 
 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, 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 syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership. Local
Limited Partnership Interests may be disposed of any time by the General Partner
in its discretion.  While liquidation of the Housing Complexes
continues to be evaluated, the dissolution of the Partnership was not imminent
as of March 31, 2009.  As of March 31, 2009 none of the Housing
Complexes had completed the 15 year compliance period.
 
  4
  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.  Should such distributions occur,
the Limited Partners will be entitled to receive distributions from the proceeds
remaining after payment of Partnership obligations and funding of reserves,
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement). The General Partners would then be entitled to
receive proceeds equal to their 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.
 
 Prior to
March 31, 2009, the Partnership sold the Housing Complex of two Local Limited
Partnerships, Cascade Pines II, L.P. (“Cascade Pines”) and Evergreen Apartments I Limited Partnership,
(“Evergreen”).
 
 Cumulative
advances to one Local Limited Partnership, Cascade Pines, L.P., II (“Cascade
Pines”) totaled $1,155,728 at March 31, 2007.  In prior years, the
Partnership had received cash advances from the General Partner or affiliates,
which were in turn advanced to Cascade Pines to aid the property with its
operational issues.  When Cascade Pines was sold during the year ended
March 31, 2007, there were no net cash proceeds and therefore the advances that
were previously made by the General Partner to the Partnership were
forgiven.  The cancellation of that debt is considered a capital
contribution by 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.
 
 One Local
Limited Partnership, Patten Towers L.P. II (“Patten Towers”), had a
less-than-satisfactory score from HUD on the 2006 and 2007 property
inspection.  HUD currently has the authority to revoke their housing
assistance program (“HAP”) with Patten Towers and thereby suspend all rental
assistance for the tenants of Patten Towers.  If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  Patten Towers requested and
received approval from HUD to participate in a follow-up
inspection.  As of January 2009, HUD re-inspected the property and
Patten Towers received an acceptable score from HUD thereby allowing the
property to continue to participate in the housing assistance
program.  Patten Towers is currently listed for sale with a national
brokerage firm. The Partnership does not anticipate proceeds from the sale. Any
sale transaction contemplated will require that the property maintain compliance
with the Section 42 tax credit provisions, thereby avoiding recapture of any
previously claimed tax credits. As of March 31, 2009 the investment balance of
Patten Towes was $0.
 
 As of December 23, 2009, the
Partnership has identified one Local Limited Partnership, Raymond S. King
Apartments L.P. (“Raymond S. King”) for disposition.   Raymond S.
King was sold on December 31, 2009 to one of the Local General Partners who
purchased the Limited Partnership interests for $1.  Raymond S. King
was appraised with a value of $28,000 and the outstanding mortgage debt was
$781,939 at December 31, 2008.  In selling this Limited Partnership
interests, the Partnership received $1 for its Limited Partnership interests in
this Local Limited Partnership. The Partnerships net investment balance in this
Local Limited Partnership was zero at the time of the
sale.  Accordingly, no material gain or loss will be recorded by the
Partnership upon this disposition.  In order for the Local General
Partner to agree to buy this Limited Partnership interest, the Partnership has
agreed to pay $32,478 to Raymond S. King to bring all of its payables current,
pay for the preparation of the 2009 annual audit and tax return, bring the
property taxes current and fund a reserve account for the estimated cash short
fall for the coming year.  The Partnership currently has approximately
$15,000 cash on hand, therefore the Partnership’s General Partner and/or its
affiliate has advanced the necessary cash to the Partnership in order to fulfill
its commitment to pay the $32,478 to Raymond S. King.
 
 The Local Limited Partnership
will complete its 15-year compliance period in 2011; therefore there is a risk
of tax credit recapture.  The last year in which Low Income Housing
Tax Credits were generated by this Local Limited Partnership was
2007.  The maximum exposure of recapture along with the interest and
penalties related to the recapture is $177,700 which equates to $9.87 per
Limited Partnership Unit.  The executed Purchase Agreement states that
Raymond S. King must remain in compliance with Section 42 of the IRS code. Until
the completion of the 15-year compliance period is completed, the Purchaser must
furnish the Partnership with certain reports proving that the property is still
in compliance with the IRS code.
 
  5
  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.
 
 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 of 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 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.
  6
  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.
 
 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 credits may not be used 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.
 
  7
  ·
              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 subsidizer.
      The subsidizer 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.
 
 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 tax credits could be recaptured and
future 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.
  8
  
 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, each Local General Partner demonstrates a net worth
which the General Partner believes is 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 reflecting 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 March 31, 2009 and 2008, the Partnership
had reduced the carrying amount to $0 with respect to sixteen and fourteen,
respectively, 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.
 
 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
the estimated residual value to the Partnership. For the years ended March 31,
2009, 2008 and 2007, impairment expense related to investments in Local Limited
Partnerships was $1,115,739, $559,408 and $2,336,855, 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:
  9
  
 ·
              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.
 
 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.
 
 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.
 
 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 a 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 may 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.
  10
  
 Similarly,
when the Partnership sells an interest in a Local Limited Partnership the
Partnership may recognize gain. Such gain is equal to the difference
between:
 
 ·
              the
      sales proceeds plus the Partnership’s share of the amount of indebtedness
      secured by the Housing Complex, and
 ·
              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.
 
 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:
  11
  
 ·
              unused
      passive losses from the Partnership or other investments,
    or
 ·
              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.
 
 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.
 
 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 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.
  12
  
 (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. 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.
 
 Payment of fees to the General
Partner and its affiliates reduces cash available for investment in Local
Limited Partnerships.  The General Partner and it affiliates
perform many services for the Partnership.  They are paid fees for
these services, which reduce the amount of the cash available for investment in
Local Limited Partnerships.  Accordingly, an investor investing
directly in a low income housing apartment complex would have a greater amount
available for investment than an investor investing in low income housing
through the Partnership.
  13
  
 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 was not
sold. The result of these conflicts could be that the General Partner 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 is subject to substantial
restrictions as outlined in the Partnership Agreement.
 
 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.
 
 The
Partnership’s accrued payables consist primarily of the asset management fees
payable to the General Partner.  These accrued payables increased by
approximately $49,500 for each of the years ended March 31 2009, 2008 and 2007,
respectively.  The Partnership’s future contractual cash obligations
consist solely of its obligations to pay future annual asset management
fees.  These will equal approximately $49,500 per year through the
termination of the Partnership, which must occur no later than December 31,
2050.  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.
 
 Associates
agreed to continue providing advances sufficient enough to fund the operations
and working capital requirements of the Partnership through December 31,
2010.
 
 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 sixteen Housing Complexes as of the dates or for the
periods indicated:
  14
  
 As
      of March 31, 2009
              
              
              As
      of December 31, 2008Local
      Limited Partnership Name
              Location
              General
      Partner Name
              
              Partnership's
      Total Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Number
      of Units
              
              
              Estimated
      Aggregate Low Income Housing Tax Credits (1)
              
              
              Mortgage
      Balances of Local Limited PartnershipsAlliance
      Apartments I Limited Partnership
              Alliance,
      Nebraska
              Retro
      Development, Inc.
              
              $
              604,000
              
              
              $
              604,000
              
              
              
              19
              
              
              $
              363,000
              
              
              $
              320,000Blessed
      Rock of El Monte
              El
      Monte, California
              Everland,
      Inc.
              
              
              2,511,000
              
              
              
              2,511,000
              
              
              
              137
              
              
              
              4,404,000
              
              
              
              3,347,000Broadway
      Apartments, Limited Partnership
              Hobbs,
      New Mexico
              Trianon
      - Broadway, LLC, a New Mexico Limited Liability Company
              
              
              2,029,000
              
              
              
              2,029,000
              
              
              
              78
              
              
              
              2,335,000
              
              
              
              1,196,000Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              88,000
              
              
              
              88,000
              
              
              
              12
              
              
              
              156,000
              
              
              
              409,000Escatawpa
      Village Associates, Limited Partnership
              Escatawpa,
      Mississippi
              Clifford
      E. Olsen
              
              
              249,000
              
              
              
              249,000
              
              
              
              32
              
              
              
              458,000
              
              
              
              864,000Hastings
      Apartments I, Limited Partnership
              Hastings,
      Nebraska
              Retro
      Development, Inc. of Oklahoma and Most Worshipful Prince Hall Grand
      Lodge
              
              
              542,000
              
              
              
              542,000
              
              
              
              18
              
              
              
              1,005,000
              
              
              
              140,000Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              752,000
              
              
              
              752,000
              
              
              
              30
              
              
              
              1,333,000
              
              
              
              626,000Hillcrest
      Associates, A Limited Partnership
              Ontario,
      Oregon
              Riley
      J. Hill
              
              
              354,000
              
              
              
              354,000
              
              
              
              28
              
              
              
              683,000
              
              
              
              1,255,000Patten
      Towers, L.P. II (2)
              Chattanooga,
      Tennessee
              Patten
      Towers Partners, LLC
              
              
              2,154,000
              
              
              
              2,154,000
              
              
              
              221
              
              
              
              3,938,000
              
              
              
              4,229,000Prairieland
      Properties of Syracuse II, L.P.
              Syracuse,
      Kansas
              Kenneth
      M. Vitor
              
              
              85,000
              
              
              
              85,000
              
              
              
              8
              
              
              
              152,000
              
              
              
              299,000Raymond
      S. King Apartments L.P.
              Greensboro,
      N.C.
              Project
      Homestead, Inc.
              
              
              437,000
              
              
              
              437,000
              
              
              
              23
              
              
              
              883,000
              
              
              
              782,000Rosedale
      Limited Partnership
              Silver
      City, New Mexico
              Deke
      Noftsker and ABO Corporation
              
              
              309,000
              
              
              
              309,000
              
              
              
              32
              
              
              
              547,000
              
              
              
              1,278,000Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              Donald
      W. Sowell
              
              
              121,000
              
              
              
              121,000
              
              
              
              24
              
              
              
              223,000
              
              
              
              529,000Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              138,000
              
              
              
              138,000
              
              
              
              16
              
              
              
              250,000
              
              
              
              552,000Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              Apartment
      Developers, Inc. and Thomas H. Cooksey
              
              
              653,000
              
              
              
              653,000
              
              
              
              30
              
              
              
              1,200,000
              
              
              
              722,000The
      Willows Apartments Limited Partnership
              Morganton,
      North Carolina
              John
      C. Loving, Gordon D. Brown, Jr. and Western N.C. Housing
      Partnership
              
              
              841,000
              
              
              
              841,000
              
              
              
              36
              
              
              
              1,545,000
              
              
              
              1,000,000$
              11,867,000
              
              
              $
              11,867,000
              
              
              
              744
              
              
              $
              19,475,000
              
              
              $
              17,548,000
 
 (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 are no longer available to the Limited Partners.
 
 (2)  The
Local Limited Partnership has been identified for disposition.
  15
  
 For
      the year ended December 31, 2008Local
      Limited
                Partnership
      Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              
              Low
      Income Housing Tax Credits Allocated to PartnershipAlliance
      Apartments I Limited Partnership
              
              $
              89,000
              
              
              $
              (16,000
              )
              
              
              99
              %Blessed
      Rock of El Monte
              
              
              946,000
              
              
              
              (26,000
              )
              
              
              49.49
              %Broadway
      Apartments, Limited Partnership
              
              
              417,000
              
              
              
              (87,000
              )
              
              
              99
              %Curtis
      Associates I, L.P.
              
              
              50,000
              
              
              
              (17,000
              )
              
              
              99
              %Escatawpa
      Village Associates, Limited Partnership
              
              
              189,000
              
              
              
              (58,000
              )
              
              
              99
              %Hastings
      Apartments I, Limited Partnership
              
              
              80,000
              
              
              
              (23,000
              )
              
              
              99
              %Heritage
      Apartments I, L.P.
              
              
              141,000
              
              
              
              (45,000
              )
              
              
              98.99
              %Hillcrest
      Associates, A Limited Partnership
              
              
              200,000
              
              
              
              (30,000
              )
              
              
              99
              %Patten
      Towers, L.P. II (1)
              
              
              1,459,000
              
              
              
              (1,175,000
              )
              
              
              99
              %Prairieland
      Properties of Syracuse II, L.P.
              
              
              46,000
              
              
              
              (5,000
              )
              
              
              99
              %Raymond
      S. King Apartments Limited Partnership
              
              
              53,000
              
              
              
              (70,000
              )
              
              
              99
              %Rosedale
      Limited Partnership
              
              
              181,000
              
              
              
              (29,000
              )
              
              
              99
              %Shepherd
      South Apartments I, Ltd.
              
              
              109,000
              
              
              
              7,000
              
              
              
              99
              %Solomon
      Associates I, L.P.
              
              
              84,000
              
              
              
              (12,000
              )
              
              
              99
              %Talladega
      County Housing Ltd.
              
              
              110,000
              
              
              
              (17,000
              )
              
              
              99
              %The
      Willows Apartments Limited Partnership
              
              
              154,000
              
              
              
              (11,000
              )
              
              
              99
              %$
              4,308,000
              
              
              $
              (1,614,000
              )
 
 (1) The
Local Limited Partnership has been identified for disposition.
 
 
 
 
  16
  
 
 WNC
      Housing Tax Credit Fund V, L.P., Series 3Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
              Location
              General
      Partner Name
              2008
              2007
              2006
              2005
              2004Alliance
      Apartments I Limited Partnership
              Alliance,
      Nebraska
              Retro
      Development, Inc.
              89%
              100%
              100%
              95%
              79%Blessed
      Rock of El Monte
              El
      Monte, California
              Everland,
      Inc.
              100%
              99%
              100%
              100%
              100%Broadway
      Apartments, Limited Partnership
              Hobbs,
      New Mexico
              Trianon
      - Broadway, LLC, a New Mexico Limited Liability Company
              97%
              99%
              92%
              94%
              79%Cascade
      Pines, L.P. II
              Atlanta,
      Georgia
              Urban
      Residential Management, Inc., a Georgia Corporation
              N/A
              N/A
              57%
              51%
              53%Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              Joseph
      A. Shepard and
                Kenneth
      M. Vitor
              83%
              92%
              92%
              92%
              83%Escatawpa
      Village Associates, Limited Partnership
              Escatawpa,
      Mississippi
              Clifford
      E. Olsen
              100%
              100%
              100%
              100%
              100%Hastings
      Apartments I, Limited Partnership
              Hastings,
      Nebraska
              Retro
      Development, Inc. of Oklahoma and Most Worshipful Prince Hall Grand
      Lodge
              83%
              94%
              100%
              100%
              94%Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              Joseph
      A. Shepard and
                Kenneth
      M. Vitor
              100%
              100%
              97%
              100%
              100%Hillcrest
      Associates, A Limited Partnership
              Ontario,
      Oregon
              Riley
      J. Hill
              93%
              96%
              96%
              86%
              79%Patten
      Towers, L.P. II (1)
              Chattanooga,
      Tennessee
              Patten
      Towers Partners, LLC
              96%
              93%
              86%
              93%
              93%Prairieland
      Properties of Syracuse II, L.P.
              Syracuse,
      Kansas
              Kenneth
      M. Vitor
              88%
              100%
              100%
              100%
              100%Raymond
      S. King Apartments Limited Partnership
              Greensboro,
      North Carolina
              Project
      Homestead, Inc.
              83%
              96%
              100%
              78%
              57%Rosedale
      Limited Partnership
              Silver
      City, New Mexico
              Deke
      Noftsker and ABO Corporation
              100%
              88%
              97%
              94%
              88%Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              Donald
      W. Sowell
              96%
              92%
              92%
              92%
              100%Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              Joseph
      A. Shepard and Kenneth M. Vitor
              88%
              81%
              88%
              81%
              94%Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              Apartment
      Developers, Inc. and Thomas H. Cooksey
              97%
              90%
              97%
              87%
              100%The
      Willows Apartments Limited Partnership
              Morganton,
      North Carolina
              John
      C. Loving, Gordon D. Brown, Jr. and Western N.C. Housing
      Partnership
              100%
              97%
              97%
              100%
              100%96%
              95%
              94%
              80%
              79%
 
 
 N/A- The
Local Limited Partnership was sold prior to the respective year
end.
 
 (1) The
Local Limited Partnership has been identified for disposition.
 
  17
  Item
3.  Legal Proceedings
 
 NONE
 
 Item
4.  Submission of Matters to a Vote of Security Holders
 
 NONE
 
 PART
II.
 
 Item
5.  Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of
 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, 2009, there were 881 Limited Partners and 0 assignees of
      Partnership Units who were not admitted as Limited
    Partners.
 
 c)
              The
      Partnership was not designed to provide cash distributions to Limited
      Partners in circumstances other than, perhaps, refinancing or disposition
      of its investments in Local Limited Partnerships.  Any such
      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 year ended
      March 31 2009.
 
 Item
5b. Use of Proceeds
 
 NOT
APPLICABLE
 
 Item
5c. Purchases of Equity Securities by the Issuers and Affiliated
Purchasers
 
 NONE
 
  18
  Item
6.  Selected Financial Data
 
 Selected
balance sheet information for the Partnership is as follows:
 
 For
      the Years Ending March 31,2009
              
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005ASSETSCash
              
              $
              9,498
              
              
              $
              83,448
              
              
              $
              46,994
              
              
              $
              23,160
              
              
              $
              28,976Investments
      in Local Limited Partnerships, net
              
              
              -
              
              
              
              1,120,103
              
              
              
              1,912,366
              
              
              
              2,735,652
              
              
              
              4,284,480Total
      Assets
              
              $
              9,498
              
              
              $
              1,203,551
              
              
              $
              1,959,360
              
              
              $
              2,758,812
              
              
              $
              4,313,456
 
 LIABILITIESAccrued
      expenses
              
              $
              4,000
              
              
              $
              4,000
              
              
              $
              4,000
              
              
              $
              4,000
              
              
              $
              4,000Accrued
      fees and expenses due to General Partner and affiliates
              
              
              648,548
              
              
              
              1,781,320
              
              
              
              1,738,278
              
              
              
              1,514,839
              
              
              
              640,631Total
      Liabilities
              
              
              652,548
              
              
              
              1,785,320
              
              
              
              1,742,278
              
              
              
              1,518,839
              
              
              
              644,631PARTNERS'
      EQUITY (DEFICIT)
              
              
              (643,050
              )
              
              
              (581,769
              )
              
              
              217,082
              
              
              
              1,239,973
              
              
              
              3,668,825Total
      Liabilities and
                Partners’
      Equity (Deficit)
              
              $
              9,498
              
              
              $
              1,203,551
              
              
              $
              1,959,360
              
              
              $
              2,758,812
              
              
              $
              4,313,456
 
 Selected
results of operations, cash flows and other information for the Partnership are
as follows:
 
 For
      the Years Ended March 31,2009
              
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005Loss  from  operations  (Note
      1)
              
              $
              (1,532,255
              )
              
              $
              (590,333
              )
              
              $
              (3,724,657
              )
              
              $
              (1,973,035
              )
              
              $
              (578,619
              )Equity
      in losses of Local Limited Partnerships
              
              
              (903
              )
              
              
              (208,618
              )
              
              
              1,545,903
              
              
              
              (455,938
              )
              
              
              (1,111,635
              )Interest
      income
              
              
              23
              
              
              
              100
              
              
              
              135
              
              
              
              121
              
              
              
              79Net
      loss
              
              $
              (1,533,135
              )
              
              $
              (798,851
              )
              
              $
              (2,178,619
              )
              
              $
              (2,428,852
              )
              
              $
              (1,690,175
              )Net
      loss allocated to:General Partner
              
              $
              (15,331
              )
              
              $
              (7,989
              )
              
              $
              (21,786
              )
              
              $
              (24,289
              )
              
              $
              (16,902
              )Limited Partners
              
              $
              (1,517,804
              )
              
              $
              (790,862
              )
              
              $
              (2,156,833
              )
              
              $
              (2,404,563
              )
              
              $
              (1,673,273
              )Net
      loss per Partnership Unit
              
              $
              (84.32
              )
              
              $
              (43.94
              )
              
              $
              (119.82
              )
              
              $
              (133.59
              )
              
              $
              (92.96
              )Outstanding
      weighted Partnership Units
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
 
 Note 1 -
Loss from operations for the years ended March 31, 2009, 2008, 2007, 2006 and
2005 include a charge for impairment losses on investments in Local Limited
Partnerships of $1,115,739, $559,408,  $2,336,855, $1,058,869
and  $243,888, respectively.   (See Note 2 to the
financial statements.)
  19
  
 For
      the Years Ended March 31,2009
              
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005Net
      cash provided by (used in):Operating
    activities
              
              $
              (73,950
              )
              
              $
              24,504
              
              
              $
              (301,823
              )
              
              $
              (18,401
              )
              
              $
              1,455Investing
      activities
              
              
              -
              
              
              
              11,950
              
              
              
              16,134
              
              
              
              12,585
              
              
              
              4,773Financing
      activities
              
              
              -
              
              
              
              -
              
              
              
              309,523
              
              
              
              -
              
              
              
              -
 
 Net
      change in cash
              
              
              (73,950
              )
              
              
              36,454
              
              
              
              23,834
              
              
              
              (5,816
              )
              
              
              6,228Cash,
      beginning of
                period
              
              
              83,448
              
              
              
              46,994
              
              
              
              23,160
              
              
              
              28,976
              
              
              
              22,748Cash,
      end of period
              
              $
              9,498
              
              
              $
              83,448
              
              
              $
              46,994
              
              
              $
              23,160
              
              
              $
              28,976
 
 
 Low
Income Housing Tax Credits per Partnership Unit were as follows for the years
ended December 31:
 
 2008
              
              
              2007
              
              
              2006
              
              
              2005
              
              
              2004Federal
              
              $
              6
              
              
              $
              51
              
              
              $
              91
              
              
              $
              132
              
              
              $
              132State
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Total
              
              $
              6
              
              
              $
              51
              
              
              $
              91
              
              
              $
              132
              
              
              $
              132
 
 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.
  20
  
 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 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 the 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 are 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 nine months of reported results provided by
the Local Limited Partnerships for each year ended December 31 and on three
months of results estimated by management of the Partnership. Management’s
estimate for the three-month period is based on either actual unaudited results
reported by the Local Limited Partnerships or historical trends in the
operations of the Local Limited Partnerships.  In subsequent annual
financial statements, upon receiving the actual annual results reported by the
Local Limited Partnerships, management reverses its prior estimate and records
the actual results reported by the Local Limited Partnerships.  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.
 
 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.  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.
 
 The
Partnership does not consolidate the accounts and activities of the Local
Limited Partnerships which are Variable Interest Entities under Financial
Accounting Standards Board (“FASB”) Interpretation No. 46-Revised,
“Consolidation of Variable Interest Entities”, because the Partnership is not
considered the primary beneficiary.  The Partnership’s balance in
Investments in Local Limited Partnerships represents the maximum exposure to
loss in connection with such investments. The Partnership’s exposure to loss on
the 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.
 
 Income
Taxes
 
 No
provision for income taxes has been recorded in the financial statements as any
liabilities and/or benefits from income taxes flow to the partners of the
Partnership and are their obligations and/or benefits.  For income tax
purposes, the Partnership reports on a calendar year basis.
  21
  
 In June
2006, FASB issued Interpretation No. 48 "Accounting for Uncertainty in Income
Taxes" (FIN 48), an interpretation of FASB Statement No. 109. FIN 48 provides
guidance for how uncertain tax positions should be recognized, measured,
presented and disclosed in the financial statements.  FIN 48 requires
the evaluation of tax positions taken or expected to be taken in the course of
preparing the Partnership's tax returns to determine whether the tax positions
are more-likely-than-not of being sustained upon examination by the applicable
tax authority, based on the technical merits of the tax position, and then
recognizing the tax benefit that is more-likely-than-not to be
realized.  Tax positions not deemed to meet the more-likely-than-not
threshold would be recorded as a tax expense in the current reporting
period.  As required, the Partnership adopted FIN 48 effective April
1, 2007 and concluded that the effect is not material to its financial
statements.  Accordingly, no cumulative effect adjustment related to
the adoption of FIN 48 was recorded.
 
 Impact of New Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), Fair
Value Measurements, which provides enhanced guidance for using fair value to
measure assets and liabilities. SFAS 157 also requires expanded information
about the extent to which the Partnership measures assets and liabilities at
fair value, the information used to measure fair value, and the effect of fair
value measurements on earnings. The standard applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value. The
standard does not expand the use of fair value in any new circumstances.
In 2008, the FASB issued FASB Staff Position 157-2 (“FAS
FSP 157-2”), Effective Date of FASB Statement No. 157, which delays
the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually), to fiscal
years beginning after November 15, 2008, and interim periods within those
fiscal years. The Partnership does not anticipate either of these pronouncements
will have a material impact on the Partnership’s financial
statements.
 
 In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), The Fair
Value Option for Financial Assets and Financial Liabilities – Including an
amendment of FASB Statement No. 115. SFAS 159 permits the choice of
measuring financial instruments and certain other items at fair value.
SFAS 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Partnership does not anticipate that
this pronouncement will have a material impact on the Partnership’s financial
statements.
 
 In
December 2007, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 141(R) (“SFAS 141R”), which amends SFAS No. 141, and
provides revised guidance for recognizing and measuring identifiable assets and
goodwill acquired, liabilities assumed, and any noncontrolling interest in the
acquiree.  SFAS 141R is effective for fiscal years beginning after
December 15, 2008 and is to be applied prospectively. SFAS 141R also
requires changes to the accounting for transaction costs, certain contingent
assets and liabilities, and other balances in a business combination. In
addition, in partial acquisitions, when control is obtained, the acquiring
company must measure and record all of the target’s assets and liabilities,
including goodwill, at fair value as if the entire target company had been
acquired.  It also provides disclosure requirements to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination.  The Partnership is currently evaluating the
impacts and disclosures of this pronouncement, but would not expect SFAS 141R to
have a material impact on the Partnership’s financial statements.
 
 On
December 4, 2007, the FASB issued SFAS No. 160 (“SFAS 160”), Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with noncontrolling interests in
subsidiaries. Noncontrolling interests will now be reported as a component of
equity in the consolidated statement of financial position. Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated earnings; however, SFAS 160 requires that income attributable to
both controlling and noncontrolling interests be presented separately on the
face of the consolidated income statement. In addition, SFAS 160 provides that
when losses attributable to noncontrolling interests exceed the noncontrolling
interest’s basis, losses continue to be attributed to the noncontrolling
interest as opposed to being absorbed by the consolidating entity. SFAS 160
required retroactive adoption of the presentation and disclosure requirements
for existing minority interests. All other requirements of SFAS 160 shall be
applied prospectively. SAS 160 is effective for the first annual reporting
period beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership’s financial
statements.
  22
  
 In
November 2008 the FASB ratified EITF No. 08-6, Equity Method Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain transactions and impairment considerations involving equity method
investments.  This Issue shall be effective in fiscal years beginning
on or after December 15, 2008, and interim periods within those fiscal years.
This Issue shall be applied prospectively. Earlier application by an entity that
has previously adopted an alternative accounting policy is not permitted. The
transition disclosures in paragraphs 17 and18 of Statement 154 shall be provided, if
applicable.  The Partnership does not expect this pronouncement to
have a material impact on the Partnership’s financial
statements.
 
 In
December 2008, the FASB issue FASB No. FAS 140-4 and FIN46(R)-8 (the “FSP”),
Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets
and Interests in Variable Interest Entities. It amends SFAS 140 to require
public entities to provide additional disclosures about transferors’ continuing
involvements with transferred financial assets.  The FSP is effective for
public companies in their first reporting period (interim or annual) that ends
after December 15, 2008.  The FSP also amends FIN46R to require public
enterprises, including sponsors that have a variable interest in a variable
interest entity, to provide additional disclosures about their involvement with
variable interest entities. The FSP also requires disclosures by a public
enterprise that is (a) a sponsor of a qualifying special-purpose entity (SPE)
that holds a variable interest in the qualifying SPE but was not the transferor
of financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE
that holds a significant variable interest in the qualifying SPE but was not the
transferor of financial assets to the qualifying SPE. The Partnership does not
expect the FSP to have a material impact on the Partnership’s financial
statements.
 
 In
April 2009, the FASB issued FSP 107-1 and APB 28-1 “Interim Disclosures
about Fair Value of Financial Instruments.”  The FSP requires
disclosure about the method and significant assumptions used to establish the
fair value of financial instruments for interim reporting periods as well as
annual statements.  The FSP is effective for the Partnership as of
June 30, 2009 and the Partnership does not expect the FSP will impact the
Partnership’s financial condition or results of operations.
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events.” This standard
incorporates into authoritative accounting literature certain guidance that
already existed within generally accepted auditing standards, with the
requirements concerning recognition and disclosure of subsequent events
remaining essentially unchanged. This guidance addresses events which occur
after the balance sheet date but before the issuance of financial statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent events that provide evidence about conditions that existed at the
balance sheet date and must disclose but not record the effects of subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional required disclosure relative to
the date through which subsequent events have been evaluated and whether that is
the date on which the financial statements were issued.  SFAS No. 165
is effective for periods ending after June 15, 2009.  The Partnership
will provide the necessary disclosures when appropriate and does not anticipate
any material impact to the disclosures.
 
 In June
2009, the FASB issued the Accounting Standards Codification (Codification).
Effective July 1, 2009, the Codification is the single source of authoritative
accounting principles recognized by the FASB to be applied by non-governmental
entities in the preparation of financial statements in conformity with U.S.
generally accepted accounting principles (GAAP). The Codification is intended to
reorganize, rather than change, existing GAAP. The Codification is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. As such, all references to currently existing GAAP will be
removed and will be replaced with plain English explanations of the
Partnership’s accounting policies beginning with financial statements for the
interim period ended September 30, 2009. The adoption of the Codification is not
expected to have a material impact on the Partnership’s financial position or
results of operations.
 
  23
  Certain
Risks and Uncertainties
 
 See Item
1A for a discussion of risks regarding the Partnership.
 
 All of
the Low Income Housing Tax Credits anticipated to be realized from the Local
Limited Partnerships have been realized. The Partnership does not anticipate
being allocated any Low Income Housing Tax Credits from the Local Limited
Partnerships in the future. Until the Local Limited Partnerships have completed
the 15 year Low Income Housing Tax Credit Compliance period, risks exist for
potential recapture of prior Low Income Housing Tax Credits.
 
 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.
 
  24
  Financial
Condition
 
 For
the year ended March 31, 2009
 
 The
Partnership’s assets at March 31, 2009 consisted of $9,000 in
cash.  Liabilities at March 31, 2009 consisted of $649,000 of
accrued fees and advances payable to the General Partner and/or its affiliates,
(See “Future Contractual Cash Obligations” below) and $4,000 of accrued
expenses.
 
 Results
of Operations
 
 Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008The Partnership’s net loss for the
year ended March 31, 2009 was $(1,533,000), reflecting an increase of $(734,000)
from the net loss experienced for the year ended March 31, 2008 of $(799,000).
There was a decrease of equity in losses from Local Limited Partnerships of
$208,000. All investments in Local Limited Partnerships were reduced to zero
during the current year. Therefore, no further losses could be taken. The large
decrease of equity in losses was offset by the $(556,000) increase in impairment
loss. For the year ended March 31, 2008 the impairment analysis calculated
residual value to the Partnership in addition to the remaining Low Income
Housing Tax Credits available to the Partnership, and compared the total amount
to the current carrying value of each investment in the Partnership resulting in
an impairment of $559,000. For the year ended March 31, 2009 all Local Limited
Partnerships were not considered to have any residual value in consideration of
the current economic circumstances resulting in impairment of $946,000. In
addition to that change the Partnership also started evaluating its acquisition
fees for impairment in connection with its investments in Local Limited
Partnerships. An additional $170,000 was impaired based on this analysis. There
was also a $(369,000) increase in write off of advances to Local Limited
Partnerships.  The advances made to the troubled Local Limited
Partnerships can vary each year depending on the operations of the individual
Local Limited Partnerships.  The accounting and legal expense
increased by $(53,000) for the year ended March 31, 2009 compared to the year
ended March 31, 2008, due to the timing of the accounting work being performed.
Amortization decreased by $9,000 during the year ended March 31,
2009.  The decrease in amortization is due to the fact that the
acquisition fees were impaired to zero and therefore no further amortization
could be taken.  Reporting fees and distribution income increased by
$26,000 and $23,000, respectively, for the year ended March 31, 2009 due to the
fact that Local Limited Partnerships pay the reporting fees and distribution
income to the Partnership when the Local Limited Partnership’s cash flow will
allow for the payment.
 
 Year Ended March 31, 2008 Compared to
Year Ended March 31, 2007The Partnership’s net loss for the
year ended March 31, 2008 was $(799,000), reflecting a decrease of $1,380,000
from the net loss experienced for the year ended March 31, 2007 of $(2,179,000).
That decrease in net loss was largely due to a decrease in equity in income from
Local Limited Partnerships of $(1,755,000).  For the year ended March
31, 2007 one Local Limited Partnership, Patten Towers, L.P., II had forgiveness
of debt income of $2,771,000 and for the year ended March 31, 2008 that Local
Limited Partnership had operational losses.  The large increase of
equity in losses was offset by the decrease in loss from operations which was
largely due to a $1,777,000 decrease in impairment loss. The unusually large
decrease in impairment loss was due to one Local Limited Partnership, Patten
Towers, L.P., II, recognizing forgiveness of debt income of $2,771,000 due to
mortgage notes being forgiven for the year ended March 31,
2007.  Prior to the year ended March 31, 2007 the Partnership’s
investment balance in this Local Limited Partnership was zero.  The
Partnership recorded its share of the forgiveness of debt and performed an
impairment analysis which showed that the investment in the Local Limited
Partnership was impaired and as such an impairment loss was recorded to bring
the investment balance to zero.  There was no such forgiveness of debt
and related impairment loss for the year ended March 31, 2008.  There
was also a $1,312,000 decrease in write off of advances to Local Limited
Partnerships.  During the year ended March 31, 2008 there were no
advances made to Local Limited Partnerships compared to advances during the year
ended March 31, 2007 of $(1,312,000).  The advances made to the
troubled Local Limited Partnerships can vary each year depending on the
operations of the individual Local Limited Partnerships.  The
accounting and legal expense decreased by $16,000 for the year ended March 31,
2008 compared to the year ended March 31, 2007, due to a timing issue of the
accounting work being performed.  The other operating expenses
decreased by $3,000 and amortization decreased by $4,000 during the year ended
March 31, 2008.  The decrease in amortization is due to the fact that
when a Local Limited Partnership’s investment balance reaches zero the remaining
net acquisition costs and fees associated with that investment are written
off.  Reporting fees and distribution income increased by $8,000 and
$2,000, respectively, for the year ended March 31, 2008 due to the fact that
Local Limited Partnerships pay the reporting fees and distribution income to the
Partnership when the Local Limited Partnership’s cash flow will allow for the
payment.
  25
  Liquidity
and Capital Resources
 
 Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008The net decrease in cash
during the year ended March 31, 2009 was $(74,000) compared to a net increase in
cash for the year ended March 31, 2008 of $36,000. The net change of $(110,000)
was due to the decrease in net cash used in operating activities of $(98,000)
and the decrease in net cash provided by investing activities of $(12,000).
During the year ended March 31, 2009 the Partnership made advances of $369,000
to Local Limited Partnerships compared to no advances made during the year ended
March 31, 2008. The change in accrued fees and expenses due to General Partner
and affiliates for the year ended March 31, 2008 was $43,000 compared to
$(1,133,000) during the year ended March 31, 2009. This change was due to the
forgiveness of debt by the General Partner. The Partnership had an increase of
$26,000 and $23,000 in reporting fees and distribution income, respectively,
received for the year ended March 31, 2009 compared to March 31,
2008.  Both the reporting fees and the distributions can vary from
year to year depending on the cash flow and operations of the Local Limited
Partnerships. Miscellaneous income also decreased by $(12,000) for the year
ended March 31, 2009.  The cash provided by investing activities
decreased by $(12,000) due to distributions from Local Limited Partnerships
decreasing by that amount.  The non-cash financing activities
increased by $1,472,000 due to advances made in prior years that were forgiven
by the General Partner or an affiliate and converted to contributions by the
General Partner.
 
 Year Ended March 31, 2008 Compared to
Year Ended March 31, 2007The net increase in cash
during the year ended March 31, 2008 was $36,000 compared to a net increase in
cash for the year ended March 31, 2007 of $24,000. The net change of $12,000 was
due to the decrease in net cash used in operating activities of $326,000, the
decrease in net cash provided by investing activities of $(4,000) and the
decrease in net cash provided by financing of $(310,000). During the year ended
March 31, 2008 the Partnership made no advances to Local Limited Partnerships
compared to $1,312,000 that was advanced for the year ended March 31,
2007.  That netted to a decrease in cash used for the year ended March
31, 2008 of $1,312,000. The Partnership did not have excessive amounts of cash
therefore the change in accrued fees and expenses due to General Partner and
affiliates for the year ended March 31, 2007 was $1,070,000 compared to $43,000
during the year ended March 31, 2008. A large portion of the March 31, 2007
amount was advances made to the Partnership by the General Partner or an
affiliate that was then advanced to the Local Limited Partnerships that were
experiencing operational issues.  The Partnership had an increase of
$8,000 and $2,000 in reporting fees and distribution income, respectively,
received for the year ended March 31, 2008 compared to March 31,
2007.  Both the reporting fees and the distributions can vary from
year to year depending on the cash flow and operations of the Local Limited
Partnerships. Miscellaneous income also increased by $12,000 for the year end
March 31, 2008.  The cash provided by investing activities decreased
by $(4,000) due to distributions from Local Limited Partnerships decreasing by
that amount.  The cash provided by financing activities decreased by
$(310,000) due to advances made during the year ended March 31, 2007 that were
forgiven by the General Partner or an affiliate and converted to contributions
by the General Partner.  There was no additional forgiveness of debt
during the year ended March 31, 2008.
 
 Accrued
payables, which consist primarily of related party management fees due to the
General Partner, increased (decreased) by approximately $(1,133,000), $43,000
and $223,000 for the years ended March 31, 2009, 2008 and 2007, 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 December 31, 2010.
  26
  
 Other
Matters
 
 One Local
Limited Partnership, Patten Towers L.P. II (“Patten Towers”), had a
less-than-satisfactory score from HUD on the 2006 and 2007 property
inspection.  HUD currently has the authority to revoke their housing
assistance program (“HAP”) with Patten Towers and thereby suspend all rental
assistance for the tenants of Patten Towers.  If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  Patten Towers requested and
received approval from HUD to participate in a follow-up
inspection.  As of January 2009, HUD re-inspected the property and
Patten Towers received an acceptable score from HUD thereby allowing the
property to continue to participate in the housing assistance
program.  Patten Towers is currently listed for sale with a national
brokerage firm.  The Partnership does not anticipate proceeds from the
sale. Any sale transaction contemplated will require that the property maintain
compliance with the Section 42 tax credit provisions, thereby avoiding recapture
of any previously claimed tax credits. As of March 31, 2009 the investment
balance of Patten Towers was $0.
 
 The
Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P. (“Heritage”).  Heritage is a defendant in several wrongful death
lawsuits and related injury lawsuits.  Heritage carries general
liability and extended liability insurance.  The management of
Heritage has confirmed that the insurance company is paying the remaining six
claims which range from $500 - $2,000 each.  If for any reason
Heritage is unsuccessful in its defense and the insurer denies coverage or the
insurance coverage proves to be inadequate, the Partnership may be required to
sell its investment or may otherwise lose its investment in Heritage, which was
$0, at March 31, 2009 and 2008, respectively.  Loss of the Heritage
investment could result in the cessation and recapture of tax credits and
certain prior tax deductions.
 
 Partnership’s
Future Contractual Cash Obligations
 
 The
following table summarizes the Partnership’s future contractual cash obligations
as of March 31, 2009:
 
 2010
              
              
              2011
              
              
              2012
              
              
              2013
              
              
              2014
              
              
              Thereafter
              
              
              TotalAsset
      management fees(1)
              
              $
              472,625
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              1,782,000
              
              
              $
              2,452,625Total
      contractual cash obligations
              
              $
              472,625
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              1,782,000
              
              
              $
              2,452,625
 
 (1)
              Asset
      management fees are payable annually until termination of the Partnership,
      which is to occur no later than December 31, 2050. The estimate of the
      fees payable included herein assumes the retention of the Partnership’s
      interest in all Housing Complexes until December 31, 2050. Amounts due to
      the General Partner as of March 31, 2009 have been included in the 2010
      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 our asset management fees, see Notes 2 and 3 to
the financial statements included elsewhere herein.
  27
  
 Off-Balance
Sheet Arrangements
 
 The
Partnership has no off-balance sheet arrangements.
 
 Exit
Strategy
 
 See Item
1 for information in this regard.
 
 Impact
of New Accounting Pronouncements
 
 See
footnote 1 to the audited financial statements.
 
 Item
7A.  Quantitative and Qualitative Disclosures Above Market
Risk
 
 NOT
APPLICABLE
 
 Item
8. Financial Statements and Supplementary Data
  28
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Partners
 WNC Housing Tax Credit Fund
V, L.P., Series 3
 
 We have audited the
accompanying balance sheets ofWNC Housing Tax Credit Fund
V, L.P., Series 3(a California Limited
Partnership) (the Partnership) as of March 31, 2009 and 2008, and the related
statements of operations, partners’ equity (deficit) and cash flows for each of
the years in the three-year period ended March 31, 2009. 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 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 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, 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 ofWNC Housing Tax Credit Fund
V, L.P., Series 3(a California Limited
Partnership) as of March 31, 2009 and 2008, and the results of its operations
and its cash flows for each of the years in the three-year period ended March
31, 2009, 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 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.
 
 
 
 Bethesda,
Maryland
 December 27,
2009
  29
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 BALANCE
SHEETS
  March
      31,2009
              
              
              2008ASSETSCash
              
              $
              9,498
              
              
              $
              83,448Investments
      in Local Limited Partnerships, net (Notes 2 and 3)
              
              
              -
              
              
              
              1,120,103Total
      Assets
              
              $
              9,498
              
              
              $
              1,203,551LIABILITIES
      AND PARTNERS’ EQUITY (DEFICIT)Liabilities:Accrued expenses
              
              $
              4,000
              
              
              $
              4,000Accrued fees and advances due to
      General Partner and affiliate (Note 3)
              
              
              648,548
              
              
              
              1,781,320Total Liabilities
              
              
              652,548
              
              
              
              1,785,320Partners’
      equity (deficit)General Partner
              
              
              2,419,384
              
              
              
              962,861Limited
      Partners (25,000 Partnership Units authorized;18,000 Partnership Units
      issued and outstanding)
              
              
              (3,062,434
              )
              
              
              (1,544,630
              )Total Partners’ Equity
      (Deficit)
              
              
              (643,050
              )
              
              
              (581,769
              )Total
      Liabilities and Partners’ Equity (Deficit)
              
              $
              9,498
              
              
              $
              1,203,551
 
 
  See
accompanying notes to financial statements
 30
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENTS
OF OPERATIONS
  For
      the Years Ended March 31,2009
              
              
              2008
              
              
              2007Reporting
      fees
              
              $
              57,563
              
              
              $
              31,608
              
              
              $
              23,350Distribution
      income
              
              
              24,650
              
              
              
              1,738
              
              
              
              -Miscellaneous
      income
              
              
              -
              
              
              
              11,814
              
              
              
              -Total
      income
              
              
              82,213
              
              
              
              45,160
              
              
              
              23,350Operating
      expenses:Amortization (Notes 2 and
      3)
              
              
              3,461
              
              
              
              12,287
              
              
              
              16,200Asset management fees (Note
      3)
              
              
              49,500
              
              
              
              49,500
              
              
              
              49,500Impairment
      loss (Note 2)
              
              
              1,115,739
              
              
              
              559,408
              
              
              
              2,336,855Accounting
      and legal fees
              
              
              59,802
              
              
              
              7,538
              
              
              
              23,482Write
      off of advances to Local Limited  Partnerships (Note
      5)
              
              
              368,824
              
              
              
              -
              
              
              
              1,312,135Other
              
              
              17,142
              
              
              
              6,760
              
              
              
              9,835Total operating
      expenses
              
              
              1,614,468
              
              
              
              635,493
              
              
              
              3,748,007Loss  from
      operations
              
              
              (1,532,255
              )
              
              
              (590,333
              )
              
              
              (3,724,657
              )Equity
      in income (losses) of Local Limited  Partnerships (Note
      2)
              
              
              (903
              )
              
              
              (208,618
              )
              
              
              1,545,903Interest
      income
              
              
              23
              
              
              
              100
              
              
              
              135Net
      loss
              
              $
              (1,533,135
              )
              
              $
              (798,851
              )
              
              $
              (2,178,619
              )Net
      loss allocated to:General Partner
              
              $
              (15,331
              )
              
              $
              (7,989
              )
              
              $
              (21,786
              )Limited Partners
              
              $
              (1,517,804
              )
              
              $
              (790,862
              )
              
              $
              (2,156,833
              )Net
      loss per Partnership Unit
              
              $
              (84.32
              )
              
              $
              (43.94
              )
              
              $
              (119.82
              )Outstanding
      weighted Partnership Units
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
 
  See
accompanying notes to financial statements
 31
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENTS
OF PARTNERS’ EQUITY (DEFICIT)
 
 For
the Years Ended March 31, 2009, 2008 and 2007
  General
      Partner
              
              
              Limited
      Partners
              
              
              TotalPartners’
      equity (deficit) at March 31, 2006
              
              $
              (163,092
              )
              
              $
              1,403,065
              
              
              $
              1,239,973Contributions
      (Note 6)
              
              
              1,155,728
              
              
              
              -
              
              
              
              1,155,728Net
      loss
              
              
              (21,786
              )
              
              
              (2,156,833
              )
              
              
              (2,178,619
              )Partners’
      equity (deficit) at March 31, 2007
              
              
              970,850
              
              
              
              (753,768
              )
              
              
              217,082Net
      loss
              
              
              (7,989
              )
              
              
              (790,862
              )
              
              
              (798,851
              )Partners’
      equity (deficit) at March 31, 2008
              
              
              962,861
              
              
              
              (1,544,630
              )
              
              
              (581,769
              )Contributions
      (Note 6)
              
              
              1,471,854
              
              
              
              -
              
              
              
              1,471,854Net
      loss
              
              
              (15,331
              )
              
              
              (1,517,804
              )
              
              
              (1,533,135
              )Partners’
      equity (deficit) at March 31, 2009
              
              $
              2,419,384
              
              
              $
              (3,062,434
              )
              
              $
              (643,050
              )
  See
accompanying notes to financial statements
 32
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENTS
OF CASH FLOWS
  For
      The Years Ended
                March
      31,2009
              
              
              2008
              
              
              2007Cash flows from operating
      activities:
                Net
      loss
              
              $
              (1,533,135
              )
              
              $
              (798,851
              )
              
              $
              (2,178,619
              )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Amortization
              
              
              3,461
              
              
              
              12,287
              
              
              
              16,200Impairment
      loss
              
              
              1,115,739
              
              
              
              559,408
              
              
              
              2,336,855Equity in (income) losses
      of
                Local
      Limited Partnerships
              
              
              903
              
              
              
              208,618
              
              
              
              (1,545,903
              )Advances
      to Local Limited
                Partnerships
              
              
              (368,824
              )
              
              
              -
              
              
              
              (1,312,135
              )Write
      off of advances to Local
                Limited
      Partnerships
              
              
              368,824
              
              
              
              -
              
              
              
              1,312,135Change
      in accrued fees and expenses due to General Partner and
      affiliates
              
              
              339,082
              
              
              
              43,042
              
              
              
              1,069,644Net
      cash provided by (used in) operating activities
              
              
              (73,950
              )
              
              
              24,504
              
              
              
              (301,823
              )Cash
      flows from investing activities:Distribution from Local Limited
      Partnerships
              
              
              -
              
              
              
              11,950
              
              
              
              16,134Netcash provided by investingactivities
              
              
              -
              
              
              
              11,950
              
              
              
              16,134Cash
      flows from financing activities:Contribution
      from General Partner
              
              
              -
              
              
              
              -
              
              
              
              309,523Net
      cash provided by financing activities
              
              
              -
              
              
              
              -
              
              
              
              309,523Net
      increase (decrease) in cash
              
              
              (73,950
              )
              
              
              36,454
              
              
              
              23,834Cash,
      beginning of year
              
              
              83,448
              
              
              
              46,994
              
              
              
              23,160Cash,
      end of year
              
              $
              9,498
              
              
              $
              83,448
              
              
              $
              46,994SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONTaxes
      paid
              
              $
              800
              
              
              $
              800
              
              
              $
              800NON-CASH
      FINANCING ACTIVITIESAdvances
      made to the Partnership by the
                General
      Partner in prior years were
                converted
      to General Partner equity
              
              $
              1,471,854
              
              
              $
              -
              
              
              $
              846,205
  See
accompanying notes to financial statements
 33
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
 
 WNC
Housing Tax Credit Fund V, L.P., Series 3 (the “Partnership”) is a California
Limited Partnership formed under the laws of the State of California on March
28, 1995, and commenced operations on October 24, 1995.  The
Partnership was formed to invest primarily in other limited partnerships ("Local
Limited Partnerships") which owns 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 Complex. Each Local Limited
Partnership is governed by its agreement of limited partnership (the “Local
Limited Partnership Agreement”).
 
 The
general partner of the Partnership is WNC & Associates, Inc. (the “General
Partner” or “Associates”).  The chairman and the president of
Associates own substantially 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.
 
 The
Partnership shall continue in full force and effect until December 31, 2050
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 had concluded in January
1996, at which time 18,000 Partnership Units representing subscriptions in the
amount of $17,558,985, net of $441,015 of discounts for volume purchases, had
been accepted.  The General Partner has a 1% interest in operating
profits and losses, taxable income and losses, cash available for distribution
from the Partnership and Low Income Housing Tax Credits of the
Partnership.  The investors (the “Limited Partners”) in the
Partnership will be allocated the remaining 99% of these items in proportion to
their respective investments.
 
 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.  Should such distributions occur,
the Limited Partners will be entitled to receive distributions from the proceeds
remaining after payment of Partnership obligations and funding reserves, equal
to their capital contributions and their return on investment (as defined in the
Partnership Agreement).  The General Partners would then be entitled
to receive proceeds equal to their 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.
 
  34
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  
 NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 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’sinvestments.  Some of those risks
include the following:
 
 The Low
Income Housing Tax Credits 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 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 th e 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.
 
 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 December 31, 2010.
  35
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 All of
the Low Income Housing Tax Credits anticipated to be realized from the Local
Limited Partnership have been realized. The Partnership does not anticipate
being allocated any Low Income Housing Tax Credits from the Local Limited
Partnerships in the future. Until the Local Limited Partnerships have completed
the 15 year Low Income Housing Tax Credit compliance period, (“Compliance
Period”) risks exist for potential recapture of prior Low Income Housing Tax
Credits received.
 
 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.
 
 Exit
Strategy
 
 The IRS
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 are completing their Compliance
Periods.
 
 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, 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 syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership. Local
Limited Partnership Interests may be disposed of any time by the General Partner
in its discretion.  While liquidation of the Housing Complexes
continues to be evaluated, the dissolution of the Partnership was not imminent
as of March 31, 2009.  As of March 31, 2009, none of the Housing
Complexes had completed the 15 year Compliance Period.
 
 Prior to March 31, 2009, the
Partnership sold the Housing Complex of two Local Limited Partnerships, Cascade
Pines II, L.P. (“Cascade Pines”) andEvergreen Apartments I
Limited Partnership, (“Evergreen”).
 
 Cumulative advances to one
Local Limited Partnership, Cascade Pines, L.P., II (“Cascade Pines”) totaled
$1,155,728 at March 31, 2007.  In prior years, the Partnership had
received cash advances from the General Partner or affiliates, which were in
turn advanced to Cascade Pines to aid the property with its operational
issues.  When Cascade Pines was sold during the year ended March 31,
2007, there were no net cash proceeds and therefore the advances that were
previously made by the General Partner to the Partnership were
forgiven.  The cancellation of that debt is considered a capital
contribution by 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.
 
 One Local
Limited Partnership, Patten Towers L.P. II (“Patten Towers”), had a
less-than-satisfactory score from HUD on the 2006 and 2007 property
inspection.  HUD currently has the authority to revoke their housing
assistance program (“HAP”) with Patten Towers and thereby suspend all rental
assistance for the tenants of Patten Towers.  If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  Patten Towers requested and
received approval from HUD to participate in a follow-up
inspection.  As of January
  36
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 2009, HUD
re-inspected the property and Patten Towers received an acceptable score from
HUD thereby allowing the property to continue to participate in the housing
assistance program.  Patten Towers is currently listed for sale with a
national brokerage firm. The Partnership does not anticipate proceeds from the
sale. Any sale transaction contemplated will require that the property maintain
compliance with the Section 42 tax credit provisions, thereby avoiding recapture
of any previously claimed tax credits. As of March 31, 2009 the investment
balance of Patten Towes was $0.
 
 As of December 23, 2009, the
Partnership has identified one Local Limited Partnership, Raymond S. King
Apartments L.P. (“Raymond S. King”) for disposition.   Raymond S.
King was sold on December 31, 2009 to one of the Local General Partners who
purchased the Limited Partnership interests for $1.  Raymond S. King
was appraised with a value of $28,000 and the outstanding mortgage debt was
$781,939 at December 31, 2008.  In selling this Limited Partnership
interests, the Partnership received $1 for its Limited Partnership interests in
this Local Limited Partnership. The Partnerships net investment balance in this
Local Limited Partnership was zero at the time of the
sale.  Accordingly, no material gain or loss will be recorded by the
Partnership upon this disposition.  In order for the Local General
Partner to agree to buy this Limited Partnership interest, the Partnership has
agreed to pay $32,478 to Raymond S. King to bring all of its payables current,
pay for the preparation of the 2009 annual audit and tax return, bring the
property taxes current and fund a reserve account for the estimated cash short
fall for the coming year.  The Partnership currently has approximately
$15,000 cash on hand, therefore the Partnership’s General Partner and/or its
affiliate has advanced the necessary cash to the Partnership in order to fulfill
its commitment to pay the $32,478 to Raymond S. King.
 The Local Limited Partnership
will complete its 15-year compliance period in 2011; therefore there is a risk
of tax credit recapture. The last year in which Low Income Housing Tax Credits
were generated by this Local Limited Partnership was 2007. The maximum exposure
of recapture along with the interest and penalties related to the recapture is
$177,700 which equates to $9.87 per Limited Partnership Unit.  The
executed Purchase Agreement states that Raymond S. King must remain in
compliance with Section 42 of the IRS code. Until the completion of the 15-year
compliance period is completed, the Purchaser must furnish the Partnership with
certain reports proving that the property is still in compliance with the IRS
code.
 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 allocable to the Partnership and the 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 are 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 nine months of reported results provided by
the Local Limited Partnerships for each year ended December 31 and on
three months of results estimated by management of the Partnership. Management’s
estimate for the three-month period is based on either actual unaudited results
reported by the Local Limited Partnerships or historical trends in the
operations of the Local Limited Partnerships. In subsequent annual financial
statements, upon
 
  37
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  
 NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 receiving
the actual annual results reported by the Local Limited Partnerships, management
reverses its prior estimate and records the actual results reported by the Local
Limited Partnership. Equity in losses from the Local Limited Partnerships
allocated to the Partnership are 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.
 
 The
Partnership does not consolidate the accounts and activities of the Local
Limited Partnerships which are considered Variable Interest Entities under
Financial Accounting Standards Board Interpretation No. 46-Revised,
“Consolidation of Variable Interest Entities”, because the Partnership is not
considered the primary beneficiary.  The Partnership’s balance in
Investments in Local Limited Partnerships, plus the risk of recapture of Low
Income Housing Tax Credits previously recognized on such investments, represents
the maximum exposure to loss in connection with such investments. The
Partnership’s exposure to loss on the 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 guarantees against
Low Income Housing Tax Credit recapture.
 
 Distributions
received from the Local Limited Partners 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 31, 2009, all
investment accounts in Local Limited Partnerships had reached zero.
 
 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.
 
 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.  For all
periods presented, the Partnership had no cash equivalents.
 
 Reporting Comprehensive
Income
 
 The Statement of Financial Accounting
Standards (“SFAS”) No. 130, Reporting Comprehensive Income
established
 standards
for the reporting and display of comprehensive income (loss) and its components
in a full set of general-purpose financial statements.  The
Partnership had no items of other comprehensive income for all periods
presented, as defined by SFAS No. 130.
 
 Net Loss Per Partnership
Unit
 
 Net loss
per Partnership Unit is calculated pursuant to Statement of Financial Accounting
Standards No. 128,
Earnings Per Share.  Net 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.
 
  38
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 
 Income
Taxes
 
 No
provision for income taxes has been recorded in the financial statements as any
liabilities and or benefits from income taxes flow to the partners of the
Partnership and are their obligations and/or benefits. For income tax purposes,
the Partnership reports on a calendar year basis.
 
 In June
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48), an interpretation
of FASB Statement No. 109. FIN 48 provides guidance for how uncertain tax
positions should be recognized, measured, presented and disclosed in the
financial statements.  FIN 48 requires the evaluation of tax positions
taken or expected to be taken in the course of preparing the Partnership's tax
returns to determine whether the tax positions are more-likely-than-not of being
sustained upon examination by the applicable tax authority, based on the
technical merits of the tax position, and then recognizing the tax benefit that
is more-likely-than-not to be realized.  Tax positions not deemed to
meet the more-likely-than-not threshold would be recorded as a tax expense in
the current reporting period.  As required, the Partnership adopted
FIN 48 effective April 1, 2007 and concluded that the effect is not material to
its financial statements.  Accordingly, no cumulative effect
adjustment related to the adoption of FIN 48 was recorded.
 
 Impact of New Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), Fair
Value Measurements, which provides enhanced guidance for using fair value to
measure assets and liabilities. SFAS 157 also requires expanded information
about the extent to which the Partnership measures assets and liabilities at
fair value, the information used to measure fair value, and the effect of fair
value measurements on earnings. The standard applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value. The
standard does not expand the use of fair value in any new circumstances.
In 2008, the FASB issued FASB Staff Position 157-2 (“FAS
FSP 157-2”), Effective Date of FASB Statement No. 157, which delays
the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually), to fiscal
years beginning after November 15, 2008, and interim periods within those
fiscal years. The Partnership does not anticipate either of these pronouncements
will have a material impact on the Partnership’s financial
statements.
 
 In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), The Fair
Value Option for Financial Assets and Financial Liabilities – Including an
amendment of FASB Statement No. 115. SFAS 159 permits the choice of
measuring financial instruments and certain other items at fair value.
SFAS 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Partnership does not anticipate that
this pronouncement will have a material impact on the Partnership’s financial
statements.
 
 In
December 2007, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 141(R) (“SFAS 141R”), which amends SFAS No. 141, and
provides revised guidance for recognizing and measuring identifiable assets and
goodwill acquired, liabilities assumed, and any noncontrolling interest in the
acquiree.  SFAS 141R is effective for fiscal years beginning after
December 15, 2008 and is to be applied prospectively. SFAS 141R also
requires changes to the accounting for transaction costs, certain contingent
assets and liabilities, and other balances in a business combination. In
addition, in partial acquisitions, when control is obtained, the acquiring
company must measure and record all of the target’s assets and liabilities,
including goodwill, at fair value as if the entire target company had been
acquired.  It also provides disclosure requirements to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination.  The Partnership is currently evaluating the
impacts and disclosures of this pronouncement, but would not expect SFAS 141R to
have a material impact on the Partnership’s financial
statements.
  39
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 
 On
December 4, 2007, the FASB issued SFAS No. 160 (“SFAS 160”), Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with noncontrolling interests in
subsidiaries. Noncontrolling interests will now be reported as a component of
equity in the consolidated statement of financial position. Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated earnings; however, SFAS 160 requires that income attributable to
both controlling and noncontrolling interests be presented separately on the
face of the consolidated income statement. In addition, SFAS 160 provides that
when losses attributable to noncontrolling interests exceed the noncontrolling
interest’s basis, losses continue to be attributed to the noncontrolling
interest as opposed to being absorbed by the consolidating entity. SFAS 160
required retroactive adoption of the presentation and disclosure requirements
for existing minority interests. All other requirements of SFAS 160 shall be
applied prospectively. SAS 160 is effective for the first annual reporting
period beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership’s financial
statements.
 
 In
November 2008 the FASB ratified EITF No. 08-6, Equity Method Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain transactions and impairment considerations involving equity method
investments.  This Issue shall be effective in fiscal years beginning
on or after December 15, 2008, and interim periods within those fiscal years.
This Issue shall be applied prospectively. Earlier application by an entity that
has previously adopted an alternative accounting policy is not permitted. The
transition disclosures in paragraphs 17 and 18 of Statement 154 shall be
provided, if applicable.  The Partnership does not expect this
pronouncement to have a material impact on the Partnership’s financial
statements.
 
 In
December 2008, the FASB issue FASB No. FAS 140-4 and FIN46(R)-8 (the “FSP”),
Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets
and Interests in Variable Interest Entities. It amends SFAS 140 to require
public entities to provide additional disclosures about transferors’ continuing
involvements with transferred financial assets.  The FSP is effective for
public companies in their first reporting period (interim or annual) that ends
after December 15, 2008.  The FSP also amends FIN46R to require public
enterprises, including sponsors that have a variable interest in a variable
interest entity, to provide additional disclosures about their involvement with
variable interest entities. The FSP also requires disclosures by a public
enterprise that is (a) a sponsor of a qualifying special-purpose entity (SPE)
that holds a variable interest in the qualifying SPE but was not the transferor
of financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE
that holds a significant variable interest in the qualifying SPE but was not the
transferor of financial assets to the qualifying SPE. The Partnership does not
expect the FSP to have a material impact on the Partnership’s financial
statements.
 
 In
April 2009, the FASB issued FSP 107-1 and APB 28-1 “Interim Disclosures
about Fair Value of Financial Instruments.”  The FSP requires
disclosure about the method and significant assumptions used to establish the
fair value of financial instruments for interim reporting periods as well as
annual statements.  The FSP is effective for the Partnership as of
June 30, 2009 and the Partnership does not expect the FSP will impact the
Partnership’s financial condition or results of operations.
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events.” This standard
incorporates into authoritative accounting literature certain guidance that
already existed within generally accepted auditing standards, with the
requirements concerning recognition and disclosure of subsequent events
remaining essentially unchanged. This guidance addresses events which occur
after the balance sheet date but before the issuance of financial statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent events that provide evidence about conditions that existed at the
balance sheet date and must disclose but not record the effects of subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional required disclosure relative to
the date through which subsequent events have been evaluated and whether that is
the date on which the financial statements were issued.  SFAS No. 165
is effective for periods ending after June 15, 2009.  The Partnership
will provide the necessary disclosures when appropriate and does not anticipate
any material impact to the disclosures.
  40
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  
 NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 
 In June
2009, the FASB issued the Accounting Standards Codification (Codification).
Effective July 1, 2009, the Codification is the single source of authoritative
accounting principles recognized by the FASB to be applied by non-governmental
entities in the preparation of financial statements in conformity with U.S.
generally accepted accounting principles (GAAP). The Codification is intended to
reorganize, rather than change, existing GAAP. The Codification is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. As such, all references to currently existing GAAP will be
removed and will be replaced with plain English explanations of the
Partnership’s accounting policies beginning with financial statements for the
interim period ended September 30, 2009. The adoption of the Codification is not
expected to have a material impact on the Partnership’s financial position or
results of operations.
 
 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.
 
 Amortization
 
 Acquisition
fees and costs were being amortized over 30 years using the straight-line
method. Amortization expense for the year ended March 31 2009, 2008 and 2007 was
$3,461, $12,287 and $16,200, respectively.  During the years ended
March 31, 2009, 2008 and 2007, an impairment of $169,940, $0 and $0.
respectively, was recorded against these costs.
 
 Impairment
 
 A loss in
value of an investment in a Local Limited Partnership other than a temporary
decline is recorded 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 the estimated residual value to the
Partnership.  For the years ended March 31, 2009, 2008 and 2007,
impairment expense related to investments in Local Limited Partnerships was
$945,799, $559,408 and $2,336,855, respectively. 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
investments carrying amount after impairment and the related intangible assets
to the sum of the total of the remaining Low Income Housing Tax Credits
allocated to the fund and the estimated residual value of the investment. During
the years ended March 31, 2009, 2008 and 2007 an impairment loss of $169,940, $0
and $0, respectively, was recorded on the related intangibles.
 
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS
 
 As of March 31, 2009 and 2008, the
Partnership owned Limited Partnership interests in 16 Local Limited
Partnerships, each of which owns one Housing Complex, consisting of an aggregate
of 744 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%, 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,
except for one of the investments for which the Partnership is entitled to
49.49% of such amount.
  41
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 The
Partnership’s Investments in Local Limited Partnerships as shown in the balance
sheets at March 31, 2009 and 2008, are approximately $2,821,000 and $3,272,000 respectivelyless than the
Partnership's equity at the preceding December 31 as shown in the Local Limited
Partnerships’ combined condensed financial statements presented
below.  This difference is primarily due to acquisition, selection,
and other costs related to the acquisition of the investments which have been
capitalized in the Partnership's investment account, 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 Partnership’s financial statements.  The Partnership’s
equity in losses of Local Limited Partnerships is also lower than the
Partnership’s equity as shown in the Local Limited Partnership’s combined
condensed financial statements due to the estimated losses recorded by the
Partnership for the three month period ended March 31.
 
 A loss in
value from a Local Limited Partnership other than a temporary decline is
recorded as an impairment loss.  Impairment is measured by comparing
the investment carrying amount to the sum of the total amount of remaining Low
Income Housing Tax Credits allocated to the Partnership and the estimated
residual value to the Partnership.  As of March 31, 2009, all Local
Limited Partnerships were not considered to have any residual value in
consideration of the current economic circumstances.  For the years
ended March 31, 2009, 2008 and 2007 impairment loss related to investments in
Local Limited Partnerships were $945,799, $559,408 and $2,336,855,respectively.  During the
years ended March 31, 2009, 2008 and 2007, an impairment loss of $169,940, $0
and $0, respectively, was recorded on the related intangibles.
 
 At March
31 2009, the investment accounts in all the 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 2009, 2008 and 2007
amounting to approximately $1,578,000, $482,000 and  $301,000,
respectively, have not been recognized.  As of March 31, 2009, the
aggregate share of net losses not recognized by the Partnership amounted to
$3,161,000.
 
 The
following is a summary of the equity method activity of the investments in the
Local Limited Partnerships for the periods presented:
 
 For
      The Years Ended
                March
      31,2009
              
              
              2008
              
              
              2007Investments
      per balance sheet, beginning
                of
      period
              
              $
              1,120,103
              
              
              $
              1,912,366
              
              
              $
              2,735,652Impairment
      loss
              
              
              (1,115,739
              )
              
              
              (559,408
              )
              
              
              (2,336,855
              )Equity
      in income (losses) of Local Limited
                Partnerships
              
              
              (903
              )
              
              
              (208,618
              )
              
              
              1,545,903Amortization
      of paid acquisition fees and costs
              
              
              (3,461
              )
              
              
              (12,287
              )
              
              
              (16,200
              )Distributions
      received from Local Limited
                Partnerships
              
              
              -
              
              
              
              (11,950
              )
              
              
              (16,134
              )Investment
      per balance sheet, end of period
              
              $
              -
              
              
              $
              1,120,103
              
              
              $
              1,912,366
  42
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 For
      the Years
                Ended
      March 31,2009
              
              
              2008
              
              
              2007Investments
      in Local Limited Partnerships, net
              
              $
              -
              
              
              $
              946,704
              
              
              $
              1,622,624Acquisition
      fees and costs, net of accumulated amortization of $0, $1,147,894 and
      $1,031,553
              
              
              -
              
              
              
              173,399
              
              
              
              289,742Investments
      per balance sheet, end of period
              
              $
              -
              
              
              $
              1,120,103
              
              
              $
              1,912,366
 
 The
financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies.  Rental
subsidies are included in total revenues and interest subsidies are generally
netted in 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
 2008
              
              
              2007ASSETSBuildings
      and improvements (net of accumulated depreciation for 2008 and
      2007  of $15,938,000  and $14,019,000,
      respectively)
              
              $
              23,119,000
              
              
              $
              24,735,000Land
              
              
              2,327,000
              
              
              
              2,307,000Other
      assets
              
              
              2,535,000
              
              
              
              2,719,000Total
      assets
              
              $
              27,981,000
              
              
              $
              29,761,000
 
 LIABILITIESMortgage
      and construction loans payable
              
              $
              17,548,000
              
              
              $
              17,800,000Due
      to affiliates
              
              
              3,392,000
              
              
              
              3,264,000Other
      liabilities
              
              
              990,000
              
              
              
              986,000Total
      liabilities
              
              
              21,930,000
              
              
              
              22,050,000PARTNERS'
      CAPITALWNC
      Housing Tax Credit Fund V, L.P.,
                Series
      3
              
              
              2,821,000
              
              
              
              4,392,000Other
      partners
              
              
              3,230,000
              
              
              
              3,319,000Total
      partners’ equity
              
              
              6,051,000
              
              
              
              7,711,000Total
      liabilities and partners’ equity
              
              $
              27,981,000
              
              
              $
              29,761,000
 
  43
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 COMBINED
CONDENSED STATEMENTS OF OPERATIONS
 
 2008
              
              
              2007
              
              
              2006Revenues
              
              $
              4,497,000
              
              
              $
              5,417,000
              
              
              $
              8,249,000Expenses:Operating
      expenses
              
              
              3,384,000
              
              
              
              3,826,000
              
              
              
              4,414,000Interest
      expense
              
              
              782,000
              
              
              
              797,000
              
              
              
              767,000Depreciation
      and amortization
              
              
              1,305,000
              
              
              
              1,263,000
              
              
              
              1,715,000Impairment
              
              
              640,000
              
              
              
              -
              
              
              
              -Total
      expenses
              
              
              6,111,000
              
              
              
              5,886,000
              
              
              
              6,896,000Net
      income( loss)
              
              $
              (1,614,000
              )
              
              $
              (469,000
              )
              
              $
              1,353,000Net
      income( loss) allocable to the Partnership
              
              $
              (1,546,000
              )
              
              $
              (481,000
              )
              
              $
              1,316,000Net
      income( loss) recorded by the Partnership
              
              $
              (1,000
              )
              
              $
              (209,000
              )
              
              $
              1,546,000
 
 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 Partner 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 impaired, and the loss and recapture of the related Low
Income Housing Tax Credits could occur.
 
 Troubled Housing
Complexes
 
 One Local
Limited Partnership, Patten Towers L.P. II (“Patten Towers”), had a
less-than-satisfactory score from HUD on the 2006 and 2007 property
inspection.  HUD currently has the authority to revoke their housing
assistance program (“HAP”) with Patten Towers and thereby suspend all rental
assistance for the tenants of Patten Towers.  If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  Patten Towers requested and
received approval from HUD to participate in a follow-up
inspection.  As of January 2009, HUD re-inspected the property and
Patten Towers received an acceptable score from HUD thereby allowing the
property to continue to participate in the housing assistance
program.  Patten Towers is currently listed for sale with a national
brokerage firm. The Partnership does not anticipate proceeds from the sale. Any
sale transaction contemplated will require that the property maintain compliance
with the Section 42 tax credit provisions, thereby avoiding recapture of any
previously claimed tax credits. As of March 31, 2009 the investment balance of
Patten Towers was $0
 
  44
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
  The
Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P. (“Heritage”).  Heritage is a defendant in several wrongful death
lawsuits and related injury lawsuits.  Heritage carries general
liability and extended liability insurance.  The management of
Heritage has confirmed that the insurance company is paying the remaining six
claims which range from $500 - $2,000 each.  If for any reason
Heritage is unsuccessful in its defense and the insurer denies coverage or the
insurance coverage proves to be inadequate, the Partnership may be required to
sell its investment or may otherwise lose its investment in Heritage, which was
$0, at March 31, 2009 and 2008, respectively.  Loss of the Heritage
investment could result in the cessation and recapture of tax credits and
certain prior tax deductions.
  NOTE 3 -
RELATED PARTY TRANSACTIONS
 
 Under the
terms of the Partnership Agreement, the Partnership has paid or is obligated to
the General Partner or its affiliates for the following fees:
 
 Acquisition
      fees of up to 7.5% 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 total acquisition fees of
      $1,200,785, which have been included in investments in Local Limited
      Partnerships.  Accumulated amortization of these capitalized
      costs was $0 and $1,027,384 as of March 31, 2009 and 2008, respectively.
      During the years ended March 31, 2009 and 2008 $0 and $104,054,
      respectively, of the related expense was reflected as equity in losses of
      Local Limited Partnerships, to reduce the respective net acquisition fee
      component of investments in Local Limited Partnerships to zero for those
      Local Limited Partnerships which would otherwise be below a zero balance.
      During the years ended March 31, 2009 and 2008 $169,940 and $0,
      respectively, of the related expense was reflected as impairment
      loss.
 
 Reimbursement
of costs incurred by of the General Partner or by an affiliate of Associates in
connection with the acquisition of Local Limited Partnerships.  These
reimbursements have not exceeded 1% of the gross proceeds.  At the end
of all periods presented, the Partnership incurred acquisition costs of
$120,510, which have been included in Investments in Local Limited Partnerships.
Accumulated amortization was $120,510 for all periods presented.
  
 An annual
asset management fee equal to the greater amount of (i) $2,000 for each Housing
complex, or (ii) 0.275% of gross proceeds.  In either case, the fee
will be decreased or increased annually based on changes to the Consumer Price
Index.  However, in no event will the maximum amount exceed 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.  Management fees of $49,500
was incurred during each of the years ended March 31 2009, 2008 and 2007, of
which $0 was paid for all three years presented.
 
 A
subordinated disposition fee in an amount equal to 1% of the sale price may be
received in connection with the sale or disposition of a Housing Complex or
Local Limited Partnership interest.  Payment of this fee is
subordinated to the Limited Partners receiving a preferred return of 14% through
December 31, 2006 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
      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 were $35,250, $0 and $0 during each of the years
      ended March 31, 2009, 2008 and 2007,
  respectively.
  45
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 3 - RELATED PARTY
TRANSACTIONS, continued
 
 The
accrued fees and expenses due to the General Partner and affiliates consist of
the following at:
 
 March
      31,2009
              
              
              2008Asset
      management fee payable
              
              $
              423,125
              
              
              $
              373,625Expenses
      paid by the General Partner or an affiliate on behalf of the
      Partnership
              
              
              103,031
              
              
              
              176,045Advances
      made to the Partnership from the General Partner or
    affiliates
              
              
              122,392
              
              
              
              1,231,650Total
              
              $
              648,548
              
              
              $
              1,781,320
 
 The
Partnership currently has insufficient working capital to fund its
operations.  Associates has agreed to provide advances sufficient
enough to fund the operations and working capital requirements of the
Partnership through December 31, 2010.
  46
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  
 NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED)
 
 The
following is a summary of the quarterly operations for the years ended March
31:
 
 2009
              
              June
      30
              
              
              September
      30
              
              
              December
      31
              
              
              March
      31Income
              
              $
              2,000
              
              
              $
              71,000
              
              
              $
              1,000
              
              
              $
              8,000Operating
      expenses
              
              
              (1,134,000
              )
              
              
              (162,000
              )
              
              
              (161,000
              )
              
              
              (157,000
              )Loss
      from operations
              
              
              (1,132,000
              )
              
              
              (91,000
              )
              
              
              (160,000
              )
              
              
              (149,000
              )Equity
      in losses of Local Limited Partnerships
              
              
              (1,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              
              (1,133,000
              )
              
              
              (91,000
              )
              
              
              (160,000
              )
              
              
              (149,000
              )Net
      loss available to Limited Partners
              
              $
              (1,122,000
              )
              
              $
              (91,000
              )
              
              $
              (158,000
              )
              
              $
              (147,000
              )Net
      loss per Partnership Unit
              
              $
              (62
              )
              
              $
              (5
              )
              
              $
              (9
              )
              
              $
              (8
              )
 
 2008
              
              June
      30
              
              
              September
      30
              
              
              December
      31
              
              
              March
      31Income
              
              $
              -
              
              
              $
              33,000
              
              
              $
              12,000
              
              
              $
              -Operating
      expenses
              
              
              (553,000
              )
              
              
              (26,000
              )
              
              
              (19,000
              )
              
              
              (38,000
              )Income
      (loss) from operations
              
              
              (553,000
              )
              
              
              7,000
              
              
              
              (7,000
              )
              
              
              (38,000
              )Equity
      in losses of Local Limited Partnerships
              
              
              (34,000
              )
              
              
              (26,000
              )
              
              
              (26,000
              )
              
              
              (123,000
              )Net
      loss
              
              
              (587,000
              )
              
              
              (18,000
              )
              
              
              (33,000
              )
              
              
              (161,000
              )Net
      loss available to Limited Partners
              
              $
              (581,000
              )
              
              $
              (18,000
              )
              
              $
              (33,000
              )
              
              $
              (159,000
              )Net
      loss per Partnership Unit
              
              $
              (32
              )
              
              $
              (1
              )
              
              $
              (2
              )
              
              $
              (9
              )
  47
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED), continued
 
 2007
              
              June
      30
              
              
              September
      30
              
              
              December
      31
              
              
              March
      31Income
              
              $
              1,000
              
              
              $
              20,000
              
              
              $
              -
              
              
              $
              2,000Operating
      expenses
              
              
              (1,641,000
              )
              
              
              (783,000
              )
              
              
              (719,000
              )
              
              
              (605,000
              )Loss
      from operations
              
              
              (1,640,000
              )
              
              
              (763,000
              )
              
              
              (719,000
              )
              
              
              (603,000
              )Equity
      in income (losses) of Local Limited Partnerships
              
              
              541,000
              
              
              
              541,000
              
              
              
              541,000
              
              
              
              (77,000
              )Net
      loss
              
              
              (1,099,000
              )
              
              $
              (222,000
              )
              
              $
              (178,000
              )
              
              $
              (680,000
              )Net
      loss available to Limited Partners
              
              $
              (1,088,000
              )
              
              $
              (220,000
              )
              
              $
              (176,000
              )
              
              $
              (673,000
              )Net
      loss per Partnership Unit
              
              $
              (60
              )
              
              $
              (12
              )
              
              $
              (10
              )
              
              $
              (37
              )
 
 NOTE 5 – ADVANCES TO LOCAL
LIMITED PARTNERSHIPS
 
 As of
March 31, 2009, 2008 and 2007, the Partnership in total had voluntarily advanced
$1,818,241, $1,449,417, and $1,449,417 respectively, to five Local Limited
Partnerships, Hasting Apartments I, Alliance Apartments I, Patten Towers L. P.
II,  Broadway Apartments, L.P. and Raymond S. King Apartments,
L.P.  The total advances made during the year ended March 31, 2009
were $368,824 which were also reserved for as of March 31, 2009.  All
advances were reserved in full in the year they were advanced.
 
 NOTE 6 –CAPITAL CONTRIBUTION BY
GENERAL PARTNER
 
 Cumulative
advances to one Local Limited Partnership, Cascade Pines, L.P., II (“Cascade
Pines”) totaled $1,155,728 at March 31, 2007.  In prior years, the
Partnership had received cash advances from the General Partner or affiliates,
which were in turn advanced to Cascade Pines to aid the property with its
operational issues.  When Cascade Pines was sold during the year ended
March 31, 2007, there were no net cash proceeds and therefore the advances that
were previously made by the General Partner to the Partnership were
forgiven.  The cancellation of that debt is considered a capital
contribution by 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.
 
 During
the year ended March 31, 2009, the Partnership had $39,030 in expenses paid by
the General Partner or affiliates on its behalf.   The General
Partner forgave the debt as it was deemed uncollectible.  The
cancellation of that debt is considered a capital contribution by 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.   Additionally, the Partnership was relieved of debt
owed to the General Partner totaling $1,432,824.   The
Partnership had received cash advances from the General Partner, which were in
turn advanced by the Partnership to certain Local Limited Partnerships to help
aid the Local Limited Partnerships with their operational issues.  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.
 
  48
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS-CONTINUED
 For
the Years Ended March 31 2009, 2008 and 2007
  
 NOTE
7 SUBSEQUENT EVENTS
  As of December 23, 2009, the
Partnership has identified one Local Limited Partnership, Raymond S. King
Apartments L.P. (“Raymond S. King”) for disposition.   Raymond S.
King was sold on December 31, 2009 to one of the Local General Partners who
purchased the Limited Partnership interests for $1.  Raymond S. King
was appraised with a value of $28,000 and the outstanding mortgage debt was
$781,939 at December 31, 2008.  In selling this Limited Partnership
interests, the Partnership received $1 for its Limited Partnership interests in
this Local Limited Partnership. The Partnerships net investment balance in this
Local Limited Partnership was zero at the time of the
sale.  Accordingly, no material gain or loss will be recorded by the
Partnership upon this disposition.  In order for the Local General
Partner to agree to buy this Limited Partnership interest, the Partnership has
agreed to pay $32,478 to Raymond S. King to bring all of its payables current,
pay for the preparation of the 2009 annual audit and tax return, bring the
property taxes current and fund a reserve account for the estimated cash short
fall for the coming year.  The Partnership currently has approximately
$15,000 cash on hand, therefore the Partnership’s General Partner and/or its
affiliate has advanced the necessary cash to the Partnership in order to fulfill
its commitment to pay the $32,478 to Raymond S. King.
 
 The Local Limited Partnership
will complete its 15-year compliance period in 2011; therefore there is a risk
of tax credit recapture.  The last year in which Low Income Housing
Tax Credits were generated by this Local Limited Partnership was
2007.  The maximum exposure of recapture along with the interest and
penalties related to the recapture is $177,700 which equates to $9.87 per
Limited Partnership Unit.  The executed Purchase Agreement states that
Raymond S. King must remain in compliance with Section 42 of the IRS code. Until
the completion of the 15-year compliance period is completed, the Purchaser must
furnish the Partnership with certain reports proving that the property is still
in compliance with the IRS code.
  49
  
 Item
9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
 
 NONE
 
 Item
9A. Controls and Procedures
 
 (a)           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 2009, 2008 or 2007. 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.
  50
  
 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.
 
 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 2009. This annual report does not include an
attestation report of the Partnership’s independent registered public accounting
firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by the Partnership’s independent registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Partnership to provide only management’s
report in this annual report.
 
 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 period ended March 31 2009, that materially affected,
or are reasonably likely to materially affect, the Partnership’s internal
control over financial reporting.
 
 Item
      9B. Other Information
 
 NONE
 
 PART
III.
 
 Item
10. Directors and Executive Officers of the Registrant
 
 (a)
              Identification of
      Directors, (b) Identification of Executive Officers, (c) Identification of
      Certain Significant Employees, (d) Family Relationships, and (e) Business
      Experience
  51
  
 Neither
the General Partner nor the Partnership has directors, executive officers or
employees of its own.  The 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.
 
 Wilfred
      N. Cooper, Sr.
              ChairmanWilfred
      N. Cooper, Jr.
              President
      and Chief Executive OfficerDavid
      N. Shafer, Esq.
              Executive
      Vice PresidentMichael
      J. Gaber
              Executive
      Vice PresidentSylvester
      P. Garban
              Senior
      Vice President – Institutional InvestmentsThomas
      J. Riha, CPA
              Senior
      Vice President – Asset ManagementThomas
      J. Hollingsworth
              Vice
      President – Asset ManagementGregory
      S. Hand
              Vice
      President – AcquisitionsMelanie
      R. Wenk
              Vice
      President – Chief Financial OfficerKay
      L. Cooper
              Director
      of WNC & Associates, Inc.Jennifer
      E. Cooper
              Director
      of WNC & Associates, Inc.
 
 In
addition to Wilfred N. Cooper, Sr., the directors of Associates are Wilfred N.
Cooper, Jr., Kay L. Cooper, and Jennifer Cooper. The principal shareholders of
Associates are trusts established by the Coopers.
 
 Wilfred
N. Cooper, Sr., age 78, is the founder and Chairman of the Board of Directors of
Associates, a Director of WNC Capital Corporation, and a general partner in some
of the partnerships previously sponsored by Associates.  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 Associates, 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, 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 founder and Director 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.
 
 Wilfred
N. Cooper, Jr., age 45, is President, Chief Executive Officer, Secretary, a
Director and a member of the Acquisition Committee of Associates. He is
President and a Director of, and a registered principal with, WNC Capital
Corporation. He has been involved in real estate investment and acquisition
activities since 1988 when he joined Associates. Previously, he served as a
Government Affairs Assistant with Honda North America in Washington, D.C. Mr.
Cooper serves on the Board of Trustees of the National Housing Conference,
and  is a member of the Editorial Advisory Board of LIHTC Monthly
Report, a Steering Member of the Housing Credit Group of the National
Association of Home Builders, a member of the Tax Policy Council for the
National Trust for Historic Preservation, a member of the Advisory Board of the
New York State Association for Affordable Housing, a member of the Urban Land
Institute, a member of the Orange County Advisory Board of US Bank, and a member
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.
  52
  
 David N.
Shafer, age 56, is an Executive Vice President, a member of the Acquisition
Committee of, and oversees the New Markets Tax Credit operations of, Associates,
and is responsible for the business development activities of WNC Community
Preservation Partners. Mr. Shafer has been active in the real estate industry
since 1984. Before joining Associates 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, 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 Law
degree in Taxation.
 
 Michael
J. Gaber, age 42, is an Executive Vice President, oversees the Originations, and
the Acquisitions Departments, and is a member of the Acquisition Committee of
Associates. Mr. Gaber has been involved in real estate acquisition, valuation
and investment activities since 1989 and has been associated with Associates
since 1997.  Prior to joining Associates, he was involved in the
valuation and classification of major assets, restructuring of debt and analysis
of real estate taxes with H.F. Ahmanson & Company, parent of Home Savings of
America.  Mr. Gaber graduated from the California State University,
Fullerton in 1991 with a Bachelor of Science degree in Business Administration –
Finance.
 
 Sylvester
P. Garban, age 62, is Senior Vice President – Institutional Investments of
Associates and a registered principal with WNC Capital
Corporation.  Mr. Garban has been involved in domestic and
multinational institutional real estate investment activities since 1978. Before
joining Associates in 1989, he served as Executive Vice President with MRW,
Inc., a commercial real estate development and management firm. He was
previously involved in operations management with The Taubman Company, an
international regional mall developer. Mr. Garban is a member of the National
Association of Affordable Housing Lenders and the Financial Planning
Association. He graduated from Michigan State University in 1967 with a Bachelor
of Science degree in Business Administration.
 
 Thomas J.
Riha, age 54, is Senior Vice President – Asset Management and a member of the
Acquisition Committee and the Commercial Real Estate Group of Associates and
Vice President, Treasurer and a Director of WNC Management, Inc. He has been
involved in real estate acquisition and investment activities since 1979. Before
joining Associates in 1994, Mr. Riha was employed by Trust Realty Advisor, a
real estate acquisition and management company, last serving as Vice President -
Operations. He is a founding member of the Housing Credit Certified Professional
Board of Governors, a national professional certification program administered
by the NAHB and the National Affordable Housing Management Association. Mr. Riha
graduated from the California State University, Fullerton in 1977 with a
Bachelor of Arts degree cum laude in Business Administration with a
concentration in Accounting and is a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants.
 
 Thomas J.
Hollingsworth, age 58, is Vice President – Asset Management of Associates and
oversees WNC’s asset management group. Mr. Hollingsworth has been involved in
real estate acquisitions, operations and syndication of multifamily properties
for over 25 years. Prior to joining WNC in 2005, he was the senior workout
specialist at Key Corporation Housing Management, Inc., a division of Key
Bank.  He has also been responsible for structuring several tax
sheltered multifamily acquisitions during his career. Mr. Hollingsworth
graduated from the University of Utah in 1973 with a Bachelor of Science degree
(cum laude) in Business Administration.
 
 Gregory
S. Hand, age 45, is Vice President – Acquisitions of, and oversees the property
underwriting activities of, Associates. Mr. Hand has been involved in real
estate analysis, development and management since 1987.  Prior to the
Partnership is obligated to the General Partners or its affiliates for the
following fees: 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.
  53
  
 Melanie
R. Wenk, CPA, age 41, is Vice President-Chief Financial Officer of Associates.
She is responsible for overseeing institutional and retail fund portfolio
management, including partnership accounting, SEC reporting, quarterly and
annual investor reporting, monitoring investment returns for all stabilized WNC
institutional funds, and corporate accounting.  Prior to joining WNC
in 2003, Ms. Wenk was associated as a public accountant with BDO Seidman, LLP.
She graduated from the California Polytechnic State University, Pomona, in 1999
with a Bachelor of Science degree in accounting.
 
 Kay L.
Cooper, age 72, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products from 1975 until its sale in 1998. She is the wife of
Wilfred Cooper, Sr. and the mother of Wilfred Cooper, Jr. Ms. Cooper graduated
from the University of Southern California in 1958 with a Bachelor of Science
degree.
 
 Jennifer
E. Cooper, age 46, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.
 
 (f)     Involvement in Certain Legal
Proceedings
 
 None.
 
 (g)
              Promoters and Control
      Persons
 
 Inapplicable.
 
 (h)
              Audit Committee
      Financial Expert, and (i) Identification of the audit
      Committee
 
 Neither
the Partnership nor Associates has an audit committee.
 
 (j)
              Changes to Nominating
      Procedures
 
 Inapplicable.
 
 (k)     Compliance With Section
16(a) of the Exchange Act
 
 None.
 
 (l)    Code of
Ethics
 
 Associates
      has adopted a Code of Ethics which applies to the Chief Executive Officer
      and Chief Financial Officer of Associates.  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.
  54
  Item
11.  Executive Compensation
 
 The
General Partner and its affiliates are not permitted under Section 5.6 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.
 
 (a)  Compensation for
Services
 
 For
services rendered by the Managing General Partner or an Affiliate of the
Managing General Partner in connection with the administration of the affairs of
the Partnership, the Managing General Partner or any such Affiliate may receive
an annual Asset Management Fee equal to the greater of (i) $2,000 for each
Housing Complex, or (ii) 0.275% of gross proceeds.  In either case,
the fee will be decreased or increased annually based on changes to the Consumer
Price Index.  However, in no event will the maximum amount exceed 0.2%
of the invested assets of the Local Limited Partnerships, including the
Partnership’s allocable share of the mortgages.  The Asset Management
Fee is payable with respect to the previous calendar quarter on the first day of
each calendar quarter during the year. Accrued but unpaid Asset Management Fees
for any year are deferred without interest 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 reserves then determined by
the Managing 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.  Fees of $49,500 were incurred during each of the years ended
March 31, 2009, 2008 and 2007, of which $0 was paid for each of the years ended
March 31, 2009, 2008 and 2007.
 
 Subject
to a number of terms and conditions set forth in the Agreement, the General
Partner and its Affiliates may be entitled to compensation for services actually
rendered or to be rendered in connection with (i) selecting, evaluating,
structuring, negotiating and closing the Partnership's investments in Local
Limited Partnership Interests, (ii) the acquisition or development of Properties
for the Local Limited Partnerships, or (iii) property management services
actually rendered by the General Partners or their Affiliates respecting the
Properties owned by Local Limited Partnerships.  The Partnership has
completed its investment stage, so no compensation for the services in (i) or
(ii) has been paid during the period covered by this report and none will be
paid in the future.  None of the services described in (iii) were
rendered and no such compensation was payable for such services during the
periods covered by this report.
  55
  
 (b)  Operating
Expenses
 
 Reimbursement
to a General Partner or any of its Affiliates of Operating Cash Expenses is
subject to specific restrictions in Section 5.3.3 of the Partnership’s Agreement
of Limited Partnership (the “Agreement,” incorporated as Exhibit 3.1 to this
report).  The Agreement defines “Operating Cash Expenses”
as
 
 “ . . .
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 fees paid by the Partnership to any
General Partner or any Affiliate of a General Partner permitted by this
Agreement and the actual cost of goods, materials and administrative services
used for or by the Partnership, whether incurred by a General Partner, an
Affiliate of a 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 a 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.”
 
 The
Agreement provides that no such reimbursement shall be permitted for services
for which a General Partner or any of its Affiliates is entitled to compensation
by way of a 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) salaries, fringe benefits, travel expenses and
other administrative items incurred or allocated to any "controlling person" of
a General Partner or any Affiliate of a General Partner. For the purposes of
Section 5.3.4, "controlling person" includes, but is not limited to, any person,
however titled, who performs functions for a General Partner or any Affiliate of
a General Partner similar to those of: (1) chairman or member of the board of
directors; (2) executive management, such as president, 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 such General
Partner or any such Affiliate of a General Partner or a person having the power
to direct or cause the direction of such General Partner or any such Affiliate
of a General Partner, whether through the ownership of voting securities, by
contract or otherwise.
 
 The
unpaid operating expenses reimbursable to the General Partner or its affiliates
were $82,944, $13,542 and $33,317 for the years ended March 31, 2009, 2008 and
2007, respectively.  The Partnership reimbursed the General Partner or
its affiliates for operating expenses of $35,250, $0 and $0 during the years
ended March 31, 2009, 2008 and 2007, respectively.
  56
  
 (c)   Interest
in Partnership
 
 The
General Partner receives 1% of the Partnership’s allocated Low Income Housing
Tax Credits, which approximated $1,027, $9,113 and  $16,453 for the
years ended December 31, 2008, 2007 and 2006, 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, 2009, 2008 and 2007.  The
General Partner has an interest in sale or refinancing proceeds as follows:
after the Limited Partners have received a return of their 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 1% and the
Limited Partners 99% of any remaining proceeds.  There were no such
distributions of cash to the General Partner during the years ended March 31,
2009, 2008 and 2007.
 
 (d)   Subordinated
Disposition Fee
 
 A
subordinated disposition fee in an amount equal to 1% of the sale price may be
received in connection with the sale or disposition of a Housing Complex or
Local Limited Partnership interest.  Payment of this fee is
subordinated to the Limited Partners receiving a preferred return of 14% through
December 31, 2006 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.
 
 Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
 
 (a)
              Securities Authorized
      for Issuance Under Equity Compensation
  Plans
 
 The
Partnership has no compensation plans under which interests in the Partnership
are authorized for issuance.
 
 (b)
              Security Ownership of
      Certain Beneficial Owners
 
 The
following are the only limited partners known to the General Partner to own
beneficially in excess of 5% of the outstanding Partnership Units for the years
ended March 31, 2009 and 2008.
 
 Title
      of Class
              Name
      and Address of Beneficial Owner
              Amount
      of Units Controlled
              Percent
      of ClassUnits
      of Limited Partnership Interests
              Sempra
      Section 42, LLC
                P.O.
      Box 126943
                San
      Diego, CA 92113-6943
              4,560
      units
              25.3%Units
      of Limited Partnership Interests
              Western
      Financial Savings Bank
                23
      Pasteur
                Irvine,
      CA 92718
              1,068
      units
              5.9%
 
 (c)
              Security Ownership of
      Management
 
 Neither
the General 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.
  57
  
 (d)
              Changes in
      Control
 
 The
management and control of the General Partner and 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.
 
 First,
with the consent of any other General Partners and a majority-in-interest of the
Limited Partners, any General Partner may designate one or more persons to be
successor or additional General Partners. In addition, any General Partner may,
without the consent of any other General Partner or 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.
 
 Item
13.  Certain Relationships and Related Transactions, and Director
Independence
 
 (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
14.  Principal Accountant Fees and Services
 
 The
following is a summary of fees paid to the Partnership’s principal independent
registered public accounting firm for the years ended March 31:
 
 2009
              
              
              2008Audit
      Fees
              
              $
              52,971
              
              
              $
              -Audit-related
      Fees
              
              
              
              
              
              
              -Tax
      Fees
              
              
              2,890
              
              
              
              2,755All
      Other Fees
              
              
              
              
              
              
              -TOTAL
              
              $
              55,861
              
              
              $
              2,755
 The
Partnership has no Audit Committee. All audit services and any permitted
non-audit services performed by the Partnership’s independent auditors are
preapproved by the General Partner.
  58
  PART
IV.
 
 Item
15.  Exhibits and Financial Statement Schedules
 
 (a)(1)           List of Financial statements
included in Part II hereof
 
 Balance
      Sheets, March 31, 2009 and 2008
 Statements
      of Operations for the years ended March 31, 2009, 2008 and
      2007
 Statements
      of Partners’ Equity (Deficit) for the years ended March 31, 2009, 2008 and
      2007
 Statements
      of Cash Flows for the years ended March 31, 2009, 2008 and
      2007
 Notes
      to Financial Statements
 
 (a)(2)           List of Financial statement
schedules included in Part IV hereof:
 
 Schedule III, Real Estate Owned by
Local Limited Partnerships
 
 (a)(3)
              Exhibits.
 
 3.1
              Articles
      of incorporation and by-laws: The registrant is not
      incorporated.  The Partnership Agreement is included as Exhibit
      B to the Prospectus, filed as Exhibit 28.1 to Form 10-K dated December 31,
      1995 is hereby incorporated herein by reference as exhibit
      3.1.
 
 31.1
              Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 and 15d-14, as
      adopted pursuant to section 302 of the Sarbanes-Oxley Act of
      2002.  (filed herewith)
 
 31.2
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 and 15d-14, as
      adopted pursuant to section 302 of the Sarbanes-Oxley Act of
      2002.  (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)
 
 99.1
              Amended
      and Restated Agreement of Limited Partnership of Evergreen Apartments I
      Limited Partnership filed as exhibit 10.1 to Form 8-K dated November 14,
      1995 is hereby incorporated herein by reference as exhibit
      99.1.
 
 99.2
              Amended
      and Restated Agreement of Limited Partnership of Shepherd South Apartments
      I, Ltd. filed as exhibit 10.1 to Form 8-K dated December 14, 1995 is
      hereby incorporated herein by reference as exhibit
  99.2.
 
 99.3
              Amended
      and Restated Agreement of Limited Partnership of Patten Towers, L.P. II
      filed as exhibit 10.1 to Form 8-K dated December 21, 1995 is hereby
      incorporated herein by reference as exhibit
  99.3.
 
 99.4
              Second
      Amended and Restated Agreement of Limited Partnership of Alliance
      Apartments I Limited Partnership filed as exhibit 10.7 to Post-Effective
      Amendment No.2 to Registration Statement on Form S-11 of the Partnership
      is hereby incorporated herein by reference as exhibit
  99.4.
 
 99.5
              Amended
      and Restated Agreement of Limited Partnership of Hastings Apartments I
      Limited Partnership filed as exhibit 10.8 to Post-Effective Amendment No.2
      to Registration Statement on Form S-11 of the Partnership is hereby
      incorporated herein by reference as exhibit
  99.5.
  59
  
 99.6
              Agreement
      of Limited Partnership of Raymond S. King Apartments I Limited Partnership
      filed as exhibit 10.9 to Post-Effective Amendment No. 2 to Registration
      Statement on Form S-11 of the Partnership is hereby incorporated herein by
      reference as exhibit 99.6
 
 99.7.1
              Amended
      and Restated Agreement of Limited Partnership of Talladega County Housing,
      Ltd. filed as exhibit 10.10 to Post-Effective Amendment No. to
      Registration Statement on Form S-11 of the Partnership is hereby
      incorporated herein by reference as exhibit
  99.7.
 
 99.8
              Amended
      and Restated Agreement of Limited Partnership of The Willows Limited
      Partnership filed as exhibit 10.11 to Post-Effective Amendment No. to
      Registration Statement on Form S-11 of the Partnership is hereby
      incorporated herein by reference as exhibit
99.8
 
 99.9
              Amended
      and Restated Agreement of Limited Partnership of Cascade Pines L.P. II
      filed as exhibit 10.1 to Form 8-K dated April 26, 1996 is hereby
      incorporated herein by reference as exhibit
99.9
 
 99.10
              Amended
      and Restated Agreement of Limited Partnership of Rosedale Limited
      Partnership filed as exhibit 10.2 to Form 8-K dated April 26, 1996 is
      hereby incorporated herein by reference as exhibit
  99.10
 
 99.11
              Amended
      and Restated Agreement of Limited Partnership of Blessed Rock of El Monte
      filed as exhibit 10.1 to Form 8-K dated September 17, 1996 is hereby
      incorporated herein by reference as exhibit
  99.11
 
 99.12.1
              Amended
      and Restated Agreement of Limited Partnership of Broadway Apartments,
      Limited Partnership filed as exhibit 10.1 to Form 8-K dated April 10, 1997
      is hereby incorporated herein by reference as exhibit
  99.12
 
 (d)           Financial statement
schedules follow, as set forth in subsection (a)(2)
hereof.
  60
  
 WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009As
      of March 31, 2009
              
              
              As
      of December 31, 2008Local
      Limited
                Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Building
      and Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueAlliance
      Apartments I Limited Partnership
              Alliance,
      Nebraska
              
              $
              604,000
              
              
              $
              604,000
              
              
              $
              320,000
              
              
              $
              148,000
              
              
              $
              1,401,000
              
              
              $
              517,000
              
              
              $
              1,032,000Blessed
      Rock of El Monte
              El
      Monte, California
              
              
              2,511,000
              
              
              
              2,511,000
              
              
              
              3,347,000
              
              
              
              1,323,000
              
              
              
              8,254,000
              
              
              
              2,375,000
              
              
              
              7,202,000Broadway
      Apartments, Limited Partnership
              Hobbs,
      New Mexico
              
              
              2,029,000
              
              
              
              2,029,000
              
              
              
              1,196,000
              
              
              
              70,000
              
              
              
              3,430,000
              
              
              
              1,499,000
              
              
              
              2,001,000Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              
              
              88,000
              
              
              
              88,000
              
              
              
              409,000
              
              
              
              10,000
              
              
              
              531,000
              
              
              
              238,000
              
              
              
              303,000Escatawpa
      Village Associates, Limited Partnership
              Escatawpa,
      Mississippi
              
              
              249,000
              
              
              
              249,000
              
              
              
              864,000
              
              
              
              40,000
              
              
              
              1,377,000
              
              
              
              601,000
              
              
              
              816,000Hastings
      Apartments I, Limited Partnership
              Hastings,
      Nebraska
              
              
              542,000
              
              
              
              542,000
              
              
              
              140,000
              
              
              
              32,000
              
              
              
              1,303,000
              
              
              
              500,000
              
              
              
              835,000Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              
              
              752,000
              
              
              
              752,000
              
              
              
              626,000
              
              
              
              105,000
              
              
              
              1,596,000
              
              
              
              675,000
              
              
              
              1,026,000Hillcrest
      Associates, a Limited Partnership
              Ontario,
      Oregon
              
              
              354,000
              
              
              
              354,000
              
              
              
              1,255,000
              
              
              
              96,000
              
              
              
              1,605,000
              
              
              
              585,000
              
              
              
              1,116,000Patten
      Towers, L.P. II (1)
              Chattanooga,
      Tennessee
              
              
              2,154,000
              
              
              
              2,154,000
              
              
              
              4,229,000
              
              
              
              290,000
              
              
              
              11,481,000
              
              
              
              5,816,000
              
              
              
              5,955,000
  61
  WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009As
      of March 31, 2009
              
              
              As
      of December 31, 2008Local
      Limited
                Partnership
      Name
              Location
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Building
      and Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValuePrairieland
      Properties of Syracuse II, L.P.
              Syracuse,
      Kansas
              
              
              85,000
              
              
              
              85,000
              
              
              
              299,000
              
              
              
              25,000
              
              
              
              498,000
              
              
              
              223,000
              
              
              
              300,000Raymond
      S. King Apartments Limited Partnership
              Greensboro,
      North Carolina
              
              
              437,000
              
              
              
              437,000
              
              
              
              782,000
              
              
              
              10,000
              
              
              
              1,091,000
              
              
              
              372,000
              
              
              
              729,000Rosedale
      Limited Partnership
              Silver
      City, New Mexico
              
              
              309,000
              
              
              
              309,000
              
              
              
              1,278,000
              
              
              
              40,000
              
              
              
              1,730,000
              
              
              
              758,000
              
              
              
              1,012,000Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              
              
              121,000
              
              
              
              121,000
              
              
              
              529,000
              
              
              
              12,000
              
              
              
              765,000
              
              
              
              288,000
              
              
              
              489,000Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              
              
              138,000
              
              
              
              138,000
              
              
              
              552,000
              
              
              
              16,000
              
              
              
              719,000
              
              
              
              351,000
              
              
              
              384,000Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              
              
              653,000
              
              
              
              653,000
              
              
              
              722,000
              
              
              
              62,000
              
              
              
              1,447,000
              
              
              
              525,000
              
              
              
              984,000The
      Willows Apartments Limited Partnership
              Morganton,
      North Carolina
              
              
              841,000
              
              
              
              841,000
              
              
              
              1,000,000
              
              
              
              48,000
              
              
              
              1,829,000
              
              
              
              615,000
              
              
              
              1,262,000$
              11,867,000
              
              
              $
              11,867,000
              
              
              $
              17,548,000
              
              
              $
              2,327,000
              
              
              $
              39,057,000
              
              
              $
              15,938,000
              
              
              $
              25,446,000
 
 
 (1) The
Local Limited Partnership has been identified for disposition.
  62
  
 WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009For
      the year ended December 31, 2008Local
      Limited Partnership Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              Status
              
              Year
      Investment Acquired
              
              
              Estimated
      Useful Life (Years)Alliance
      Apartments I Limited Partnership
              
              $
              89,000
              
              
              $
              (16,000
              )
              Completed
              
              
              1997
              
              
              
              40Blessed
      Rock of El Monte
              
              
              946,000
              
              
              
              (26,000
              )
              Completed
              
              
              1997
              
              
              
              40Broadway
      Apartments, Limited Partnership
              
              
              417,000
              
              
              
              (87,000
              )
              Completed
              
              
              1997
              
              
              
              40Curtis
      Associates I, L.P.
              
              
              50,000
              
              
              
              (17,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Escatawpa
      Village Associates, Limited Partnership
              
              
              189,000
              
              
              
              (58,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hastings
      Apartments I, Limited Partnership
              
              
              80,000
              
              
              
              (23,000
              )
              Completed
              
              
              1996
              
              
              
              40Heritage
      Apartments I, L.P.
              
              
              141,000
              
              
              
              (45,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hillcrest
      Associates, A Limited Partnership
              
              
              200,000
              
              
              
              (30,000
              )
              Completed
              
              
              1997
              
              
              
              40Patten
      Towers, L.P. II (1)
              
              
              1,459,000
              
              
              
              (1,175,000
              )
              Completed
              
              
              1996
              
              
              
              27.5Prairieland
      Properties of Syracuse II, L.P.
              
              
              46,000
              
              
              
              (5,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Raymond
      S. King Apartments Limited Partnership
              
              
              53,000
              
              
              
              (70,000
              )
              Completed
              
              
              1997
              
              
              
              30Rosedale
      Limited Partnership
              
              
              181,000
              
              
              
              (29,000
              )
              Completed
              
              
              1997
              
              
              
              30Shepherd
      South Apartments I, Ltd.
              
              
              109,000
              
              
              
              7,000
              
              Completed
              
              
              1996
              
              
              
              40Solomon
      Associates I, L.P.
              
              
              84,000
              
              
              
              (12,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Talladega
      County Housing Ltd.
              
              
              110,000
              
              
              
              (17,000
              )
              Completed
              
              
              1996
              
              
              
              40The
      Willows Apartments Limited Partnership
              
              
              154,000
              
              
              
              (11,000
              )
              Completed
              
              
              1997
              
              
              
              40$
              4,308,000
              
              
              $
              (1,614,000
              )
 
 (1) The
Local Limited Partnership has been identified for disposition.
  63
  
 WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008As
      of March 31, 2008
              
              
              As
      of December 31, 2007Local
      Limited
                Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Building
      and Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueAlliance
      Apartments I Limited Partnership
              Alliance,
      Nebraska
              
              $
              604,000
              
              
              $
              604,000
              
              
              $
              323,000
              
              
              $
              148,000
              
              
              $
              1,401,000
              
              
              $
              480,000
              
              
              $
              1,069,000Blessed
      Rock of El Monte
              El
      Monte, California
              
              
              2,511,000
              
              
              
              2,511,000
              
              
              
              3,444,000
              
              
              
              1,271,000
              
              
              
              8,095,000
              
              
              
              2,140,000
              
              
              
              7,226,000Broadway
      Apartments, Limited Partnership
              Hobbs,
      New Mexico
              
              
              2,029,000
              
              
              
              2,029,000
              
              
              
              1,210,000
              
              
              
              70,000
              
              
              
              3,430,000
              
              
              
              1,372,000
              
              
              
              2,128,000Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              
              
              88,000
              
              
              
              88,000
              
              
              
              412,000
              
              
              
              10,000
              
              
              
              531,000
              
              
              
              216,000
              
              
              
              325,000Escatawpa
      Village Associates, Limited Partnership
              Escatawpa,
      Mississippi
              
              
              249,000
              
              
              
              249,000
              
              
              
              869,000
              
              
              
              40,000
              
              
              
              1,378,000
              
              
              
              551,000
              
              
              
              867,000Hastings
      Apartments I, Limited Partnership
              Hastings,
      Nebraska
              
              
              542,000
              
              
              
              542,000
              
              
              
              148,000
              
              
              
              32,000
              
              
              
              1,303,000
              
              
              
              462,000
              
              
              
              873,000Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              
              
              752,000
              
              
              
              752,000
              
              
              
              641,000
              
              
              
              105,000
              
              
              
              1,593,000
              
              
              
              616,000
              
              
              
              1,082,000Hillcrest
      Associates, a Limited Partnership
              Ontario,
      Oregon
              
              
              354,000
              
              
              
              354,000
              
              
              
              1,261,000
              
              
              
              96,000
              
              
              
              1,605,000
              
              
              
              546,000
              
              
              
              1,155,000Patten
      Towers, L.P. II (1)
              Chattanooga,
      Tennessee
              
              
              2,154,000
              
              
              
              2,154,000
              
              
              
              4,283,000
              
              
              
              290,000
              
              
              
              11,357,000
              
              
              
              4,731,000
              
              
              
              6,916,000
 
  64
  
 WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008As
      of March 31, 2008
              
              
              As
      of December 31, 2007Local
      Limited
                Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Building
      and Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValuePrairieland
      Properties of Syracuse II, L.P.
              Syracuse,
      Kansas
              
              
              85,000
              
              
              
              85,000
              
              
              
              304,000
              
              
              
              25,000
              
              
              
              493,000
              
              
              
              203,000
              
              
              
              315,000Raymond
      S. King Apartments Limited Partnership
              Greensboro,
      North Carolina
              
              
              437,000
              
              
              
              437,000
              
              
              
              781,000
              
              
              
              10,000
              
              
              
              1,090,000
              
              
              
              345,000
              
              
              
              755,000Rosedale
      Limited Partnership
              Silver
      City, New Mexico
              
              
              309,000
              
              
              
              309,000
              
              
              
              1,285,000
              
              
              
              44,000
              
              
              
              1,728,000
              
              
              
              713,000
              
              
              
              1,059,000Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              
              
              121,000
              
              
              
              121,000
              
              
              
              536,000
              
              
              
              12,000
              
              
              
              755,000
              
              
              
              270,000
              
              
              
              497,000Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              
              
              138,000
              
              
              
              138,000
              
              
              
              555,000
              
              
              
              16,000
              
              
              
              719,000
              
              
              
              323,000
              
              
              
              412,000Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              
              
              653,000
              
              
              
              653,000
              
              
              
              735,000
              
              
              
              62,000
              
              
              
              1,447,000
              
              
              
              487,000
              
              
              
              1,022,000The
      Willows Apartments Limited Partnership
              Morganton,
      North Carolina
              
              
              841,000
              
              
              
              841,000
              
              
              
              1,013,000
              
              
              
              76,000
              
              
              
              1,829,000
              
              
              
              564,000
              
              
              
              1,341,000$
              11,867,000
              
              
              $
              11,867,000
              
              
              $
              17,800,000
              
              
              $
              2,307,000
              
              
              $
              38,754,000
              
              
              $
              14,019,000
              
              
              $
              27,042,000
 
 (1) The
Local Limited Partnership has been identified for disposition.
  65
  WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008For
      the year ended December 31, 2007Local
      Limited Partnership Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              Status
              
              Year
      Investment Acquired
              
              
              Estimated
      Useful Life (Years)Alliance
      Apartments I Limited Partnership
              
              $
              91,000
              
              
              $
              257,000
              
              Completed
              
              
              1997
              
              
              
              40Blessed
      Rock of El Monte
              
              
              938,000
              
              
              
              37,000
              
              Completed
              
              
              1997
              
              
              
              40Broadway
      Apartments, Limited Partnership
              
              
              395,000
              
              
              
              (106,000
              )
              Completed
              
              
              1997
              
              
              
              40Curtis
      Associates I, L.P.
              
              
              52,000
              
              
              
              (19,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Escatawpa
      Village Associates, Limited Partnership
              
              
              180,000
              
              
              
              (45,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hastings
      Apartments I, Limited Partnership
              
              
              70,000
              
              
              
              154,000
              
              Completed
              
              
              1996
              
              
              
              40Heritage
      Apartments I, L.P.
              
              
              135,000
              
              
              
              (63,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hillcrest
      Associates, A Limited Partnership
              
              
              201,000
              
              
              
              (22,000
              )
              Completed
              
              
              1997
              
              
              
              40Patten
      Towers, L.P. II (1)
              
              
              1,446,000
              
              
              
              (511,000
              )
              Completed
              
              
              1996
              
              
              
              27.5Prairieland
      Properties of Syracuse II, L.P.
              
              
              46,000
              
              
              
              (1,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Raymond
      S. King Apartments Limited Partnership
              
              
              82,000
              
              
              
              (34,000
              )
              Completed
              
              
              1997
              
              
              
              30Rosedale
      Limited Partnership
              
              
              151,000
              
              
              
              (41,000
              )
              Completed
              
              
              1997
              
              
              
              30Shepherd
      South Apartments I, Ltd.
              
              
              103,000
              
              
              
              7,000
              
              Completed
              
              
              1996
              
              
              
              40Solomon
      Associates I, L.P.
              
              
              79,000
              
              
              
              -
              
              Completed
              
              
              1997
              
              
              
              27.5Talladega
      County Housing Ltd.
              
              
              101,000
              
              
              
              (35,000
              )
              Completed
              
              
              1996
              
              
              
              40The
      Willows Apartments Limited Partnership
              
              
              148,000
              
              
              
              (47,000
              )
              Completed
              
              
              1997
              
              
              
              40$
              4,218,000
              
              
              $
              (469,000
              )
 
 (1) The
Local Limited Partnership has been identified for disposition.
 
 
  66
  WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007As
      of March 31, 2007
              
              
              As
      of December 31, 2006Local
      Limited
                Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Building
      and Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValueAlliance
      Apartments I Limited Partnership
              Alliance,
      Nebraska
              
              $
              604,000
              
              
              $
              604,000
              
              
              $
              594,000
              
              
              $
              148,000
              
              
              $
              1,401,000
              
              
              $
              443,000
              
              
              $
              1,106,000Blessed
      Rock of El Monte
              El
      Monte, California
              
              
              2,511,000
              
              
              
              2,511,000
              
              
              
              3,494,000
              
              
              
              1,271,000
              
              
              
              8,085,000
              
              
              
              1,933,000
              
              
              
              7,423,000Broadway
      Apartments, Limited Partnership
              Hobbs,
      New Mexico
              
              
              2,029,000
              
              
              
              2,029,000
              
              
              
              1,223,000
              
              
              
              70,000
              
              
              
              3,431,000
              
              
              
              1,246,000
              
              
              
              2,255,000Cascade
      Pines, L.P. II (1)
              Atlanta,
      Georgia
              
              
              -
              
              
              
              -
              
              
              
              8,623,000
              
              
              
              600,000
              
              
              
              9,417,000
              
              
              
              3,506,000
              
              
              
              6,511,000Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              
              
              88,000
              
              
              
              88,000
              
              
              
              414,000
              
              
              
              10,000
              
              
              
              527,000
              
              
              
              194,000
              
              
              
              343,000Escatawpa
      Village Associates, Limited Partnership
              Escatawpa,
      Mississippi
              
              
              249,000
              
              
              
              249,000
              
              
              
              873,000
              
              
              
              40,000
              
              
              
              1,378,000
              
              
              
              501,000
              
              
              
              917,000Hastings
      Apartments I, Limited Partnership
              Hastings,
      Nebraska
              
              
              542,000
              
              
              
              542,000
              
              
              
              338,000
              
              
              
              32,000
              
              
              
              1,303,000
              
              
              
              423,000
              
              
              
              912,000Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              
              
              752,000
              
              
              
              752,000
              
              
              
              577,000
              
              
              
              105,000
              
              
              
              1,592,000
              
              
              
              557,000
              
              
              
              1,140,000Hillcrest
      Associates, a Limited Partnership
              Ontario,
      Oregon
              
              
              354,000
              
              
              
              354,000
              
              
              
              1,261,000
              
              
              
              96,000
              
              
              
              1,605,000
              
              
              
              508,000
              
              
              
              1,193,000Patten
      Towers, L.P. II
              Chattanooga,
      Tennessee
              
              
              2,154,000
              
              
              
              2,154,000
              
              
              
              4,300,000
              
              
              
              290,000
              
              
              
              10,970,000
              
              
              
              4,331,000
              
              
              
              6,929,000
  67
  WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007As
      of March 31, 2007
              
              
              As
      of December 31, 2006Local
      Limited
                Partnership
      Name
              Location
              
              Total
      Investment in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Mortgage
      Balances of Local Limited Partnerships
              
              
              Land
              
              
              Building
      and Equipment
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book ValuePrairieland
      Properties of Syracuse II, L.P.
              Syracuse,
      Kansas
              
              
              85,000
              
              
              
              85,000
              
              
              
              310,000
              
              
              
              25,000
              
              
              
              490,000
              
              
              
              185,000
              
              
              
              330,000Raymond
      S. King Apartments Limited Partnership
              Greensboro,
      North Carolina
              
              
              437,000
              
              
              
              437,000
              
              
              
              782,000
              
              
              
              10,000
              
              
              
              1,090,000
              
              
              
              320,000
              
              
              
              780,000Rosedale
      Limited Partnership
              Silver
      City, New Mexico
              
              
              309,000
              
              
              
              309,000
              
              
              
              1,290,000
              
              
              
              40,000
              
              
              
              1,695,000
              
              
              
              648,000
              
              
              
              1,087,000Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              
              
              121,000
              
              
              
              121,000
              
              
              
              542,000
              
              
              
              12,000
              
              
              
              748,000
              
              
              
              250,000
              
              
              
              510,000Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              
              
              138,000
              
              
              
              138,000
              
              
              
              557,000
              
              
              
              16,000
              
              
              
              717,000
              
              
              
              294,000
              
              
              
              439,000Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              
              
              653,000
              
              
              
              653,000
              
              
              
              747,000
              
              
              
              62,000
              
              
              
              1,432,000
              
              
              
              448,000
              
              
              
              1,045,000The
      Willows Apartments Limited Partnership
              Morganton,
      North Carolina
              
              
              841,000
              
              
              
              841,000
              
              
              
              1,028,000
              
              
              
              76,000
              
              
              
              1,828,000
              
              
              
              513,000
              
              
              
              1,391,000$
              11,867,000
              
              
              $
              11,867,000
              
              
              $
              26,953,000
              
              
              $
              2,903,000
              
              
              $
              47,709,000
              
              
              $
              16,300,000
              
              
              $
              34,311,000
 
 (1) The
Housing Complex was sold on January 3, 2007 and the Local Limited Partnership
was subsequently dissolved.
  68
  WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007For
      the year ended December 31, 2006Local
      Limited Partnership Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              Status
              
              Year
      Investment Acquired
              
              
              Estimated
      Useful Life (Years)Alliance
      Apartments I Limited Partnership
              
              $
              88,000
              
              
              $
              (35,000
              )
              Completed
              
              
              1997
              
              
              
              40Blessed
      Rock of El Monte
              
              
              872,000
              
              
              
              28,000
              
              Completed
              
              
              1997
              
              
              
              40Broadway
      Apartments, Limited Partnership
              
              
              356,000
              
              
              
              (115,000
              )
              Completed
              
              
              1997
              
              
              
              40Cascade
      Pines, L.P. II
              
              
              1,224,000
              
              
              
              (555,000
              )
              Completed
              
              
              1997
              
              
              
              40Curtis
      Associates I, L.P.
              
              
              52,000
              
              
              
              (20,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Escatawpa
      Village Associates, Limited Partnership
              
              
              163,000
              
              
              
              (44,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hastings
      Apartments I, Limited Partnership
              
              
              74,000
              
              
              
              (6,000
              )
              Completed
              
              
              1996
              
              
              
              40Heritage
      Apartments I, L.P.
              
              
              136,000
              
              
              
              (49,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hillcrest
      Associates, A Limited Partnership
              
              
              119,000
              
              
              
              (23,000
              )
              Completed
              
              
              1997
              
              
              
              40Patten
      Towers, L.P. II
              
              
              1,360,000
              
              
              
              2,301,000
              *
              Completed
              
              
              1996
              
              
              
              27.5Prairieland
      Properties of Syracuse II, L.P.
              
              
              49,000
              
              
              
              5,000
              
              Completed
              
              
              1997
              
              
              
              27.5Raymond
      S. King Apartments Limited Partnership
              
              
              85,000
              
              
              
              (36,000
              )
              Completed
              
              
              1997
              
              
              
              30Rosedale
      Limited Partnership
              
              
              130,000
              
              
              
              (33,000
              )
              Completed
              
              
              1997
              
              
              
              30Shepherd
      South Apartments I, Ltd.
              
              
              125,000
              
              
              
              6,000
              
              Completed
              
              
              1996
              
              
              
              40Solomon
      Associates I, L.P.
              
              
              81,000
              
              
              
              (7,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Talladega
      County Housing Ltd.
              
              
              93,000
              
              
              
              (35,000
              )
              Completed
              
              
              1996
              
              
              
              40The
      Willows Apartments Limited Partnership
              
              
              147,000
              
              
              
              (29,000
              )
              Completed
              
              
              1997
              
              
              
              40$
              5,154,000
              
              
              $
              1,353,000
 
 (*) The
net income includes $2,770,708 of forgiveness of debt.
 
 
  69
  SIGNATURES
 
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 
 By:           WNC
& Associates, Inc.,
 General
Partner
 
 By:           /s/ Wilfred N. Cooper,
Jr.
 Wilfred
N. Cooper, Jr.,
 President
of WNC & Associates, Inc.
 
 Date:           January
08, 2010
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 
 
 By:           /s/ Wilfred N. Cooper,
Jr.
 Wilfred
N. Cooper, Jr.,
 Chief
Executive Officer, President and Director of WNC & Associates, Inc.
(principal executive officer)
 
 Date:           January
08, 2010
 
 
 
 By:           /s/ Melanie R.
Wenk
 Melanie
R. Wenk
 Vice-President
- Chief Financial Officer of WNC & Associates, Inc. (principal financial
officer and principal accounting officer)
 
 Date:           January
08, 2010
 
 
 
 By:           /s/ Wilfred N. Cooper,
Sr.
 Wilfred
N. Cooper, Sr.,
 Chairman
of the Board of WNC & Associates, Inc.
 
 Date:    January
08, 2010
 
 
 
 By:           /s/ Kay L.
Cooper
 Kay L.
Cooper
 Director
of WNC & Associates, Inc.
 
 Date:    January
08, 2010
  70