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
fiscal year ended March 31, 2010
 
 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
              92614-6404(Address
      of principal executive offices)
              (Zip
      Code)
 
 (714)
662-5565
 (Telephone
Number)
 
 Securities
registered pursuant to Section 12(b) of the Act:
 
 NONE
 
 Securities
registered pursuant to section 12(g) of the Act:
 
 UNITS OF
LIMITED PARTNERSHIP INTEREST
 (Title of
Class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act
 Yes_____
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 whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes    No
X
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 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 or senior
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 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
(the “SEC”) 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.  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.  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 Partnership Units outstanding.  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 was to provide its Limited Partners
with Low Income Housing Tax Credits.  The Partnership's principal
business therefore consisted of investing as a limited partner or non-managing
member in Local Limited Partnerships each of which will owned and operated a
Housing Complex which qualified for the Low Income Housing Tax
Credits.  In general, under Section 42 of the Internal Revenue Code,
an owner of low income housing can receive the Low Income Housing Tax Credits to
be used to reduce Federal taxes otherwise due in each year of a ten-year credit
period. Each Housing Complex is subject to a 15-year compliance period (the
“Compliance Period”), and under state law may have to be maintained as low
income housing for 30 or more years.
 
 As a
consequence of the provisions of tax law in effect for dispositions of buildings
prior to August 2008, in order to avoid recapture of Low Income Housing Tax
Credits, the Partnership expected that it would not dispose of its interests in
Local Limited Partnerships (“Local Limited Partnership Interests”) or approve
the sale by any Local Limited Partnership of its Housing Complex prior to the
end of the applicable Compliance Period. That provision of law was amended in
2008 (i) to provide that there would be no recapture on sale of a Low
Income Housing Tax Credit building during the Compliance Period if it were
reasonable to expect at the time of sale that the building would continue to be
operated as qualified low income housing (see “Exit Strategy” below) and
(ii) to eliminate the possibility of posting a bond against potential
recapture.  The Partnership is seeking to sell its Local Limited
Partnership Interests.  Nonetheless, because of (i) the nature of the
Housing Complexes and the Local Limited Partnership Interests, (ii) the
difficulty of predicting the resale market for low income
housing,
  3
  (iii) the
current economy, and (iv) the ability of lenders to disapprove of transfer, it
is not possible at this time to predict whether the liquidation of the
Partnership's assets and the disposition of the proceeds, if any, in accordance
with the Partnership's Agreement of Limited Partnership dated March 28, 1995
(the "Partnership Agreement"), will be accomplished in the near term.
Furthermore, the recent codification of the economic substance doctrine as part
of 2010 legislation has created some uncertainty about the deductibility of
losses from low income housing that is not generating Low Income Housing Tax
Credits, and this could have an adverse effect on the resale market for Housing
Complexes and Local Limited Partnership Interests.  If a Local Limited
Partnership Interest or the related Housing Complex is not sold, it is
anticipated that the Local General Partner would continue to operate such
Housing Complex.
 
 The
Partnership originally invested in eighteen Local Limited Partnerships, three of
which had been sold or otherwise disposed of as of March 31,
2010.  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
Compliance Period for a Housing Complex is generally 15 years following
construction or rehabilitation completion. Associates was one of the first in
the industry to offer syndicated investments in Low Income Housing Tax
Credits.  The initial programs have completed their Compliance
Periods.
 
 Upon the
sale of a Local Limited Partnership Interest or Housing Complex after the end of
the Compliance Period, there would be no recapture of Low Income Housing Tax
Credits.  A sale prior to the end of the Compliance Period must
satisfy the “reasonable belief” test outlined above to avoid
recapture.
 
 The
following table reflects the 15-year compliance period of the fifteen 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.
              2012Rosedale
      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 re-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
  4
  Complexes
continues to be evaluated, the dissolution of the Partnership was not imminent
as of March 31, 2010.  As of March 31, 2010, none of the Housing
Complexes had completed their 15 year compliance period. 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 Partner 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.
 
 In prior
years, 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”).
 
 During
the year ended March 31, 2010, the Partnership 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 interest
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.  The
Partnership received $1 for its Limited Partnership interest in this Local
Limited Partnership. The Partnerships net investment balance in this Local
Limited Partnership was zero at the time of the sale.  The Partnership
paid $5,725 in expenses related to the disposition of Raymond S. King, therefore
a loss on sale of Local Limited Partnership in the amount of $5,724 was recorded
during the year ended March 31, 2010.  In order for the Local General
Partner to agree to buy this Limited Partnership Interest, the Partnership has
paid $32,478 to Raymond S. King to 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 did not have sufficient cash on hand to pay Raymond S. King,
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 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 Compliance Period, the purchaser must furnish the
Partnership with certain reports proving that the Housing Complex is still in
compliance with the IRS code.
 
 After
receiving a passing inspection score from HUD in January 2009, one Local Limited
Partnership, Patten Towers L.P. II (“Patten Towers”), has not yet had its annual
HUD inspection for 2010.  The property is currently in good standing with
HUD at this point, but is subject to an annual HUD inspection. HUD 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 an
acceptable inspection score is not received.    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.  The property was listed for
sale with a national brokerage firm from July of 2008 thru September
2009.   To date, no acceptable offers had been presented.,
therefore when the listing contract expired it was not renewed.  The
Partnership is currently reviewing its options and will decide at a later date
if they want to relist the property.   The Partnership did not
anticipate proceeds from the sale. Any sale transaction contemplated would
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, 2010, the Partnership’s investment balance in Patten Towers was
$0.   The tax credit compliance period for this property ends December
31, 2011.
 
  5
  Item
1A.  Risk Factors
 
 Set forth
below are the risks the Partnership believes are the most significant 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
  6
  significant
amount of cash will be distributed to the Limited Partners. As a result, a
material portion of the Low Income Housing Tax Credits may represent a return of
the money originally invested in the Partnership.
 
 As part
of the recently enacted health care legislation, Congress has codified the
economic substance doctrine. Because of its recent enactment, the full reach of
this provision is unclear.  Inasmuch as Housing Complexes might offer
no benefit to a purchaser other than tax benefits, it is possible that the
economic substance doctrine could be interpreted to limit deduction of tax
losses from Housing Complexes, which would be expected to have a significant
adverse effect on the sale value of the Housing Complexes and the Local Limited
Partnership Interests.
 
 Limited Partners can only use Low
Income Housing Tax Credits in limited amounts.  The ability of
an individual or other non-corporate Limited Partner to claim Low Income Housing
Tax Credits on his individual tax return is limited. For example, an individual
Limited Partner can use Low Income Housing Tax Credits to reduce his tax
liability on:
 ·
              an
      unlimited amount of passive income, which is income from entities such as
      the Partnership, and
 ·
              $25,000
      in income from other sources.
 
 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.
 
  7
  Housing Complexes subsidized by
other government programs are subject to additional rules which may make it
difficult to operate and sell Housing Complexes.  Some or all
of the Housing Complexes receive or may receive government financing or
operating subsidies in addition to Low Income Housing Tax
Credits.  The following are risks associated with some such subsidy
programs:
 
 ·
              Obtaining
      tenants for the Housing Complexes.  Government regulations limit
      the types of people who can rent subsidized housing. These regulations may
      make it more difficult to rent the residential units in the Housing
      Complexes.
 ·
              Obtaining
      rent increases.  In many cases rents can only be increased with
      the prior approval of the subsidizing
agency.
 ·
              Limitations
      on cash distributions.  The amount of cash that may be
      distributed to owners of subsidized Housing Complexes is less than the
      amount that could be earned by the owners of non-subsidized Housing
      Complexes.
 ·
              Limitations
      on sale or refinancing of the Housing Complexes.  A Local
      Limited Partnership may be unable to sell its Housing Complex or to
      refinance its mortgage loan without the prior approval of the lender. The
      lender may withhold such approval in the discretion of the Jender.
      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 Jender.  The
      Jender may withhold such approval in the discretion of the
      Jender.  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 lender or state allocating authority.  Regulations may
      prohibit the removal of a Local General Partner or permit removal only
      with the prior approval of the lender.  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 at the Local Limited
      Partnership and partnership levels which must be paid at such
      time.  If that happens, a Limited Partner’s return would 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.
 
  8
  
 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 In this regard, some of the Local
Limited Partnerships may own Housing Complexes which have no subsidies other
than Low Income Housing Tax Credits.  Those Housing Complexes do not
have the benefit of below-market-interest-rate financing or operating subsidies
which often are important to the feasibility of low income
housing.  Those Housing Complexes rely solely on rents to pay
expenses. However, in order for any Housing Complex to be eligible for Low
Income Housing Tax Credits, it must restrict the rent which may be charged to
tenants.  Over time, the expenses of a Housing Complex will
increase.  If a Local Limited Partnership cannot increase its rents,
it may be unable to pay increased operating expenses.
 
 The Partnership’s investment
protection policies will be worthless if the net worth of the Local General
Partners is not sufficient to satisfy their obligations.  There
is a risk that the Local General Partners will be unable to perform their
financial obligations to the Partnership.  The General Partner has not
established a minimum net worth requirement for the Local General
Partners.  Rather, 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 all of its
investments.
 
 Any
investment in real estate is subject to risks from fluctuating economic
conditions. These conditions can adversely affect the ability to realize a
profit or even to recover invested capital. Among these conditions
are:
 
 ·
              the
      general and local job market,
 ·
              the
      availability and cost of mortgage
financing,
 ·
              monetary
      inflation,
 ·
              tax,
      environmental, land use and zoning
policies,
 ·
              the
      supply of and demand for similar
properties,
 ·
              neighborhood
      conditions,
 ·
              the
      availability and cost of utilities and
water.
 
 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,
2010, 2009 and 2008, impairment loss related to investments in Local Limited
Partnerships was  $0, $1,115,739 and $559,408,
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:
  9
  No opinion of counsel as to certain
matters.  No legal opinion is obtained regarding
matters:
 
 ·
              the
      determination of which depends on future factual
      circumstances,
 ·
              which
      are peculiar to individual Limited Partners,
or
 ·
              which
      are not customarily the subject of an
opinion.
 
 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
 
 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.
 
 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:
 
 ·
              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:
  11
  ·
              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.
 
 (d)           Risks
related to the Partnership and the Partnership Agreement
 
 The Partnership may be unable to
timely provide financial reports to the Limited Partners which would adversely
affect their ability to monitor Partnership operations..Historically,
the Partnership has been unable to timely file and provide investors with all of
its required periodic reports. In some instances, the
delay has been significant.  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.
  12
  
 Lack of liquidity of
investment.  There is no public market for the purchase and
sale of Partnership Units.  and it is unlikely that one will
develop.  Accordingly, Limited Partners may not be able to sell their
Partnership Units promptly or at a reasonable price.  Partnership
Units should be considered as a long-term investment because the Partnership is
unlikely to sell any Local Limited Partnership Interests for at least 15
years.  Partnership Units cannot be transferred to tax-exempt or
foreign entities, or through a secondary market.  The General Partner
can deny effectiveness of a transfer if necessary to avoid adverse tax
consequences from the transfer.  The General Partner does not
anticipate that any Partnership Units will be redeemed by the
Partnership.
 
 The Limited Partners will not
control the Partnership and must rely totally on the General
Partner.  The General Partner will make all management
decisions for the Partnership.  Management decisions include
exercising powers granted to the Partnership by a Local Limited
Partnership.  Limited Partners have no right or power to take part in
Partnership management.
 
 Individual
Limited Partners will have no recourse if they disagree with actions authorized
by a vote of the majority.  The Partnership Agreement grants to
Limited Partners owning more than 50% of the Partnership Units the right
to:
 
 ·
              remove
      the General Partner and elect a replacement general
    partner,
 ·
              amend
      the Partnership Agreement,
 ·
              terminate
      the Partnership.
 
 Accordingly,
a majority-in-interest of the Limited Partners could cause any such events to
occur, even if Limited Partners owning 49% of the Partnership Units opposed such
action.
 
 Limitations on liability of the
General Partner to the Partnership.  The ability of Limited
Partners to sue the General Partner and it affiliates is subject to
limitations.  The Partnership Agreement limits the liability of the
General Partner and it affiliates to the Limited Partners.  The
General Partner and it affiliates will not be liable to the Limited Partners for
acts and omissions: performed or omitted in good faith, and performed or omitted
in a manner which the General Partner reasonably believed to be within the scope
of its authority and in the best interest of the Limited Partners, provided such
conduct did not constitute negligence or misconduct.
 
 Therefore,
Limited Partners may be less able to sue the General Partner and it affiliates
than would be the case if such provisions were not included in the Partnership
Agreement.
 
 Associates and its affiliates are
serving as the general partners of many other
partnerships.  Depending on their corporate area of
responsibility, the officers of Associates initially devote approximately 5% to
50% of their time to the Partnership.  These individuals spend
significantly less time devoted to the Partnership after the investment of the
Partnership‘s capital in Local Limited Partnerships.
 
 The interests of Limited Partners
may conflict with the interests of the General Partner and its
affiliates.  The General Partner and its affiliates are
committed to the management of more than 100 other limited partnerships that
have investments similar to those of the Partnership.  The General
Partner and its affiliates receive substantial compensation from the
Partnership.  The General Partner decides how the Partnership’s
investments in Housing Complexes are managed, and when the investments will be
sold. The General Partner may face a conflict in these circumstances because the
General Partner’s share of fees and cash distributions from the transaction may
be more or less than their expected share of fees if a Housing Complex 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.
  13
  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 2010, 2009 and 2008,
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 June 30,
2011.
 
 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 fifteen Housing Complexes for which the Partnership
had ownership during the year, as of the dates or for the periods
indicated:
  14
  As
      of March 31, 2010
              
              
              As
      of December 31, 2009Local
      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
              
              
              $
              316,000Blessed
      Rock of El Monte
              El
      Monte, California
              Everland,
      Inc.
              
              
              2,511,000
              
              
              
              2,511,000
              
              
              
              137
              
              
              
              4,404,000
              
              
              
              3,087,000Broadway
      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
              
              
              
              1,181,000Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              88,000
              
              
              
              88,000
              
              
              
              12
              
              
              
              156,000
              
              
              
              407,000Escatawpa
      Village Associates, Limited Partnership
              Escatawpa,
      Mississippi
              Clifford
      E. Olsen
              
              
              249,000
              
              
              
              249,000
              
              
              
              32
              
              
              
              458,000
              
              
              
              859,000Hastings
      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
              
              
              
              132,000Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              752,000
              
              
              
              752,000
              
              
              
              30
              
              
              
              1,333,000
              
              
              
              610,000Hillcrest
      Associates, A Limited Partnership
              Ontario,
      Oregon
              Riley
      J. Hill
              
              
              354,000
              
              
              
              354,000
              
              
              
              28
              
              
              
              683,000
              
              
              
              1,248,000Patten
      Towers, L.P. II (2)
              Chattanooga,
      Tennessee
              Patten
      Towers Partners, LLC
              
              
              2,154,000
              
              
              
              2,154,000
              
              
              
              221
              
              
              
              3,938,000
              
              
              
              4,170,000Prairieland
      Properties of Syracuse II, L.P.
              Syracuse,
      Kansas
              Kenneth
      M. Vitor
              
              
              85,000
              
              
              
              85,000
              
              
              
              8
              
              
              
              152,000
              
              
              
              293,000
 15
  
 As
      of March 31, 2010
              
              
              As
      of December 31, 2009Local
      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 PartnershipsRosedale
      Limited Partnership
              Silver
      City, New Mexico
              Deke
      Noftsker and ABO Corporation
              
              
              309,000
              
              
              
              309,000
              
              
              
              32
              
              
              
              547,000
              
              
              
              1,272,000Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              Donald
      W. Sowell
              
              
              121,000
              
              
              
              121,000
              
              
              
              24
              
              
              
              223,000
              
              
              
              522,000Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              138,000
              
              
              
              138,000
              
              
              
              16
              
              
              
              250,000
              
              
              
              550,000Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              Apartment
      Developers, Inc. and Thomas H. Cooksey
              
              
              653,000
              
              
              
              653,000
              
              
              
              30
              
              
              
              1,200,000
              
              
              
              708,000The
      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
              
              
              
              985,000$
              11,430,000
              
              
              $
              11,430,000
              
              
              
              721
              
              
              $
              18,592,000
              
              
              $
              16,340,000
 
 
 (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 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.
  16
  
 For
      the year ended December 31, 2009Local
      Limited
                Partnership
      Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              
              Low
      Income Housing Tax Credits Allocated to PartnershipAlliance
      Apartments I Limited Partnership
              
              
              86,000
              
              
              
              (30,000
              )
              
              
              N/ABlessed
      Rock of El Monte
              
              
              956,000
              
              
              
              61,000
              
              
              
              N/ABroadway
      Apartments, Limited Partnership
              
              
              449,000
              
              
              
              (104,000
              )
              
              
              N/ACurtis
      Associates I, L.P.
              
              
              54,000
              
              
              
              (18,000
              )
              
              
              N/AEscatawpa
      Village Associates, Limited Partnership
              
              
              203,000
              
              
              
              (40,000
              )
              
              
              N/AHastings
      Apartments I, Limited Partnership
              
              
              89,000
              
              
              
              (19,000
              )
              
              
              N/AHeritage
      Apartments I, L.P.
              
              
              147,000
              
              
              
              (38,000
              )
              
              
              N/AHillcrest
      Associates, A Limited Partnership
              
              
              210,000
              
              
              
              (22,000
              )
              
              
              N/APatten
      Towers, L.P. II (1)
              
              
              1,535,000
              
              
              
              (391,000
              )
              
              
              N/APrairieland
      Properties of Syracuse II, L.P.
              
              
              46,000
              
              
              
              (12,000
              )
              
              
              N/ARosedale
      Limited Partnership
              
              
              191,000
              
              
              
              (43,000
              )
              
              
              N/AShepherd
      South Apartments I, Ltd.
              
              
              118,000
              
              
              
              2,000
              
              
              
              N/ASolomon
      Associates I, L.P.
              
              
              85,000
              
              
              
              (10,000
              )
              
              
              N/ATalladega
      County Housing Ltd.
              
              
              114,000
              
              
              
              (29,000
              )
              
              
              N/AThe
      Willows Apartments Limited Partnership
              
              
              160,000
              
              
              
              (16,000
              )
              
              
              N/A$
              4,443,000
              
              
              $
              (709,000
              )
 
 N/A – All
of the Low Income Housing Tax Credits have been allocated to the Partnership and
there are no future Low Income Housing Tax Credits expected to be
received.
 
 (1) The
Local Limited Partnership has been identified for disposition.
 
 
 
 
  17
  
 WNC
      Housing Tax Credit Fund V, L.P., Series 3Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
              Location
              General
      Partner Name
              2009
              2008
              2007
              2006
              2005Alliance
      Apartments I Limited Partnership
              Alliance,
      Nebraska
              Retro
      Development, Inc.
              100%
              89%
              100%
              100%
              95%Blessed
      Rock of El Monte
              El
      Monte, California
              Everland,
      Inc.
              100%
              100%
              99%
              100%
              100%Broadway
      Apartments, Limited Partnership
              Hobbs,
      New Mexico
              Trianon
      - Broadway, LLC, a New Mexico Limited Liability Company
              97%
              97%
              99%
              92%
              94%Cascade
      Pines, L.P. II
              Atlanta,
      Georgia
              Urban
      Residential Management, Inc., a Georgia Corporation
              N/A
              N/A
              N/A
              57%
              51%Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              Joseph
      A. Shepard and
                Kenneth
      M. Vitor
              92%
              83%
              92%
              92%
              92%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
              100%
              83%
              94%
              100%
              100%Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              Joseph
      A. Shepard and
                Kenneth
      M. Vitor
              100%
              100%
              100%
              97%
              100%Hillcrest
      Associates, A Limited Partnership
              Ontario,
      Oregon
              Riley
      J. Hill
              100%
              93%
              96%
              96%
              86%Patten
      Towers, L.P. II (1)
              Chattanooga,
      Tennessee
              Patten
      Towers Partners, LLC
              97%
              96%
              93%
              86%
              93%Prairieland
      Properties of Syracuse II, L.P.
              Syracuse,
      Kansas
              Kenneth
      M. Vitor
              100%
              88%
              100%
              100%
              100%
  18
  WNC
      Housing Tax Credit Fund V, L.P., Series 3Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
              Location
              General
      Partner Name
              2009
              2008
              2007
              2006
              2005Raymond
      S. King Apartments Limited Partnership
              Greensboro,
      North Carolina
              Project
      Homestead, Inc.
              N/A
              83%
              96%
              100%
              78%Rosedale
      Limited Partnership
              Silver
      City, New Mexico
              Deke
      Noftsker and ABO Corporation
              59%
              100%
              88%
              97%
              94%Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              Donald
      W. Sowell
              100%
              96%
              92%
              92%
              92%Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              Joseph
      A. Shepard and Kenneth M. Vitor
              81%
              88%
              81%
              88%
              81%Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              Apartment
      Developers, Inc. and Thomas H. Cooksey
              87%
              97%
              90%
              97%
              87%The
      Willows Apartments Limited Partnership
              Morganton,
      North Carolina
              John
      C. Loving, Gordon D. Brown, Jr. and Western N.C. Housing
      Partnership
              97%
              100%
              97%
              97%
              100%96%
              96%
              95%
              94%
              80%
 
 
 N/A- The
Local Limited Partnership was sold prior to the respective year
end.
 
 (1) The
Local Limited Partnership has been identified for disposition.
 
  19
  Item
3.  Legal Proceedings
 
 NONE
 
 Item
4.  (Removed and Reserved)
 
 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, 2010, there were 877 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.  It is possible that the partnership could make
      distributions from sale proceeds. If the partnership is able to sell its
      Local Limited Partnership Interests or Housing Complexes for more than the
      related closing costs and any then accrued obligations of the partnership.
      There can be no assurance in this regard. Any distributions would be made
      in accordance with the terms of the Partnership Agreement.  For
      all periods presented there were no cash distributions to the Limited
      Partners.
 
 d)
              No
      securities are authorized for issuance by the Partnership under equity
      compensation plans.
 
 e)
              The
      Partnership does not issue common
stock
 
 f)
              No
      unregistered securities were sold by the Partnership during the year ended
      March 31 2010.
 
 Item
5b. Use of Proceeds
 
 NOT
APPLICABLE
 
 Item
5c. Purchases of Equity Securities by the Issuers and Affiliated
Purchasers
 
 NONE
 
  20
  Item
6.  Selected Financial Data
 
 Selected
balance sheet information for the Partnership is as follows:
 
 For
      the Years Ended March 31,2010
              
              
              2009
              
              
              2008
              
              
              2007
              
              
              2006ASSETSCash
              
              $
              12,762
              
              
              $
              9,498
              
              
              $
              83,448
              
              
              $
              46,994
              
              
              $
              23,160Investments
      in Local Limited    Partnerships, net
              
              
              -
              
              
              
              -
              
              
              
              1,120,103
              
              
              
              1,912,366
              
              
              
              2,735,652Total
      Assets
              
              $
              12,762
              
              
              $
              9,498
              
              
              $
              1,203,551
              
              
              $
              1,959,360
              
              
              $
              2,758,812
 
 LIABILITIESAccrued
      expenses
              
              $
              -
              
              
              $
              4,000
              
              
              $
              4,000
              
              
              $
              4,000
              
              
              $
              4,000Accrued
      fees and expenses due to General Partner and affiliates
              
              
              707,256
              
              
              
              648,548
              
              
              
              1,781,320
              
              
              
              1,738,278
              
              
              
              1,514,839Total
      Liabilities
              
              
              707,256
              
              
              
              652,548
              
              
              
              1,785,320
              
              
              
              1,742,278
              
              
              
              1,518,839PARTNERS'
      EQUITY (DEFICIT)
              
              
              (694,494
              )
              
              
              (643,050
              )
              
              
              (581,769
              )
              
              
              217,082
              
              
              
              1,239,973Total
      Liabilities and
                Partners’
      Equity (Deficit)
              
              $
              12,762
              
              
              $
              9,498
              
              
              $
              1,203,551
              
              
              $
              1,959,360
              
              
              $
              2,758,812
 
 Selected
results of operations, cash flows and other information for the Partnership are
as follows:
 
 For
      the Years Ended March 31,2010
              
              
              2009
              
              
              2008
              
              
              2007
              
              
              2006Loss  from  operations
              
              $
              (198,808
              )
              
              $
              (1,532,255
              )
              
              $
              (590,333
              )
              
              $
              (3,724,657
              )
              
              $
              (1,973,035
              )Equity
      in losses of Local Limited Partnerships
              
              
              -
              
              
              
              (903
              )
              
              
              (208,618
              )
              
              
              1,545,903
              
              
              
              (455,938
              )Loss
      on sale of Local
                Limited
      Partnership
              
              
              (5,724
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Interest
      income
              
              
              4
              
              
              
              23
              
              
              
              100
              
              
              
              135
              
              
              
              121Net
      loss
              
              $
              (204,528
              )
              
              $
              (1,533,135
              )
              
              $
              (798,851
              )
              
              $
              (2,178,619
              )
              
              $
              (2,428,852
              )Net
      loss allocated to:General Partner
              
              $
              (2,045
              )
              
              $
              (15,331
              )
              
              $
              (7,989
              )
              
              $
              (21,786
              )
              
              $
              (24,289
              )Limited Partners
              
              $
              (202,483
              )
              
              $
              (1,517,804
              )
              
              $
              (790,862
              )
              
              $
              (2,156,833
              )
              
              $
              (2,404,563
              )Net
      loss per Partnership Unit
              
              $
              (11.25
              )
              
              $
              (84.32
              )
              
              $
              (43.94
              )
              
              $
              (119.82
              )
              
              $
              (133.59
              )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, 2010, 2009, 2008, 2007 and
2006 include a charge for impairment losses on investments in Local Limited
Partnerships of $0,  $1,115,739, $559,408,  $2,336,855 and
$1,058,869, respectively  (See Note 2 to the financial
statements).
  21
  
 For
      the Years Ended March 31,2010
              
              
              2009
              
              
              2008
              
              
              2007
              
              
              2006Net
      cash provided by (used in):Operating
    activities
              
              $
              3,264
              
              
              $
              (73,950
              )
              
              $
              24,504
              
              
              $
              (301,823
              )
              
              $
              (18,401
              )Investing
      activities
              
              
              -
              
              
              
              -
              
              
              
              11,950
              
              
              
              16,134
              
              
              
              12,585Financing
      activities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              309,523
              
              
              
              -
 
 Net
      change in cash
              
              
              3,264
              
              
              
              (73,950
              )
              
              
              36,454
              
              
              
              23,834
              
              
              
              (5,816
              )Cash,
      beginning of
                period
              
              
              9,498
              
              
              
              83,448
              
              
              
              46,994
              
              
              
              23,160
              
              
              
              28,976Cash,
      end of period
              
              $
              12,762
              
              
              $
              9,498
              
              
              $
              83,448
              
              
              $
              46,994
              
              
              $
              23,160
 
 
 Low
Income Housing Tax Credits per Partnership Unit were as follows for the years
ended December 31:
 
 2009
              
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005Federal
              
              $
              -
              
              
              $
              6
              
              
              $
              51
              
              
              $
              91
              
              
              $
              132State
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Total
              
              $
              -
              
              
              $
              6
              
              
              $
              51
              
              
              $
              91
              
              
              $
              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, changes in law rules and
regulations, and  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
SEC.  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.
  22
  
 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 27.5 years. (See Notes 2
and 3 to the financial statements.)
 
 "Equity
in losses of Local Limited Partnerships" for each year ended March 31 have been
recorded by the Partnership based on the twelve months of reported results
provided by the Local Limited Partnerships for each year ended December 31.
Equity in losses from the Local Limited Partnerships allocated to the
Partnership is not recognized to the extent that the investment balance would be
adjusted below zero.
 
 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.
 
 In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheets,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the Local General Partners and their
guarantee against credit recapture.
 
  23
  
 Income
Taxes
 
 The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.
 
 Impact
of Recent Accounting Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (the “FASB”) issued
accounting guidance for Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value and expands disclosure about
fair value measurements. This guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and shall be applied
prospectively except for very limited transactions.  In February 2008,
the FASB delayed for one year implementation of the guidance as it pertains to
certain non-financial assets and liabilities. The Partnership adopted U.S.
generally accepted accounting principles (“GAAP”) for Fair Value Measurements
effective April 1, 2008, except as it applies to those non-financial assets and
liabilities, for which the effective date was April 1, 2009. The Partnership has
determined that adoption of this guidance has no material impact on the
Partnership’s financial statements.
 
 In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.
 
 In
November 2008, the FASB issued accounting guidance on Equity Method Investment
Accounting Considerations that addresses how the initial carrying value of an
equity method investment should be determined, how an impairment assessment of
an underlying indefinite-lived intangible asset of an equity method investment
should be performed, how an equity method investee’s issuance of shares should
be accounted for, and how to account for a change in an investment from the
equity method to the cost method. This guidance is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Partnership adopted the guidance for the interim
quarterly period beginning April 1, 2009. The impact of adopting it does not
have a material impact on the Partnership’s financial condition or results of
operations.
 
 In April
2009, the FASB issued accounting guidance for Interim Disclosures about Fair
Value of Financial Instruments.  This 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.  It became effective for as of and for the interim period
ended June 30, 2009 and has no impact on the Partnership’s financial condition
or results of operations.
 
 In May
2009, the FASB issued guidance regarding subsequent events, which was
subsequently updated in February 2010. This guidance established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. In particular, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009, and was therefore adopted by the
Partnership for the quarter ended June 30, 2009. The adoption did not have a
significant impact on the subsequent events that the Partnership reports, either
through recognition or disclosure, in the financial statements. In February
2010, the FASB amended its guidance on
  24
  subsequent
events to remove the requirement to disclose the date through which an entity
has evaluated subsequent events, alleviating conflicts with current SEC
guidance. This amendment was effective immediately and therefore the Partnership
did not include the disclosure in this Form 10-K.
 
 In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to have a material effect on the Partnership’s
financial statements.
 
 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 GAAP.  The Codification is intended to
reorganize, rather than change, existing GAAP.  Accordingly, all
references to currently existing GAAP have been removed and have been replaced
with plain English explanations of the Partnership’s accounting
policies.  The adoption of the Codification did not have a material
impact on the Partnership’s financial position or results of
operations.
 
 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 all Local Limited Partnerships have completed
the 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.
 
  25
  Financial
Condition
 
 For
the year ended March 31, 2010
 
 The
Partnership’s assets at March 31, 2010 consisted of $13,000 in
cash.  Liabilities at March 31, 2010 consisted of $707,000 of
accrued fees and expenses due to General Partner and affiliates. (See “Future
Contractual Cash Obligations” below)
 
 Results
of Operations
 
 Year Ended March 31, 2010 Compared to
Year Ended March 31, 2009The Partnership’s net loss for the
year ended March 31, 2010 was $(205,000), reflecting a decrease of $1,328,000
from the net loss experienced for the year ended March 31, 2009 of
$(1,533,000).  This was mainly caused by a large decrease in
impairment loss of $1,116,000. As of March 31, 2009, all investment balances
were zero, therefore there was no impairment analysis to be performed during the
year ended March 31, 2010. There was also a $271,000 decrease 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.  Amortization
decreased by $3,000 during the year ended March 31, 2010.  The
decrease in amortization is due to the fact that the acquisition fees were
impaired to zero as of March 31, 2009 and therefore no further amortization
could be taken during the year ended March 31, 2010.  The accounting
and legal expenses increased by $(42,000) largely due to the timing of the
accounting work being performed.  Reporting fees and distribution
income decreased by $(4,000) and $(19,000), respectively, for the year ended
March 31, 2010. 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.  During the year ended March 31,
2010, the Partnership sold its interest in one Local Limited Partnership,
Raymond S. King, L.P., receiving $1 for its interest.  The appraised
value was significantly less than the outstanding debt therefore it was in the
best interest of the Partnership to sell its Limited Partnership
interest.  The Partnership incurred approximately $(6,000) in expenses
related to the disposition therefore a loss on sale of Local Limited Partnership
was recorded during the year ended March 31, 2010.  There were no
dispositions during the year ended March 31, 2009, therefore there were no gains
or losses on sale of Local Limited Partnerships during that year.
 
 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.
  26
  
 Liquidity
and Capital Resources
 
 Year Ended March 31, 2010 Compared to
Year Ended March 31, 2009The net increase in cash
during the year ended March 31, 2010 was $3,000 compared to a net decrease in
cash for the year ended March 31, 2009 of $(74,000), which resulted in a net
change of $77,000.  During the year ended March 31, 2010, the
Partnership made advances that totaled $(98,000), to two Local Limited
Partnerships.  At the time the advances were needed the Partnership
did not have sufficient cash to make the advances to the Local Limited
Partnerships.  Therefore, $51,000 of those advances were first
advanced from the General Partner or an affiliate to the Partnership then the
Partnership advanced the funds to the Local Limited Partnerships.  The
actual cash decrease for the advances to the Local Limited Partnerships was
$(47,000) during the year ended March 31, 2010.  During the year ended
March 31, 2009,  $(369,000) was advanced to troubled Local Limited
Partnerships.. Of the $(369,000) approximately $248,000 was advanced from the
General Partner or an affiliate to the Partnership due to the Partnership not
having sufficient cash to advance to the Local Limited
Partnerships.  Therefore the actual cash decrease during the year
ended March 31, 2009 for advances was $(121,000).  The Partnership
also paid $(9,000) during the year ended March 31, 2010 to a third party vendor
for outstanding payables.  There were no payables paid to third
parties directly from the Partnership during the year ended March 31,
2009.  During the year ended March 31, 2010 due to low cash balances
throughout the year the Partnership was not able to reimburse the General
Partner or an affiliate for operating expenses paid on its behalf but during the
year ended March 31, 2009 the Partnership did reimburse the General Partner or
an affiliate $(32,000).  Lastly, the Partnership had received $59,000
in cash for reporting fees and distribution income for the year ended March 31,
2010 compared to $82,000 received during the year ended March 31,
2009.  As explained above the reporting fees and distribution income
will vary year to year depending on the operations of the underlying Housing
Complexes.  The non-cash financing activities increased by $1,472,000
during the year ended March 31, 2009 and by $153,000 during the year ended March
31, 2010, 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, 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.
 
 Accrued
payables, which consist primarily of related party management fees due to the
General Partner, increased (decreased) by approximately $59,000, $(1,133,000)
and $43,000 for the years ended March 31, 2010, 2009 and 2008, respectively. The
General Partner does not anticipate that these accrued fees will be paid until
such time as capital reserves are in excess of future foreseeable working
capital requirements of the Partnership.
  The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through June
30, 2011.
  27
  
 Other
Matters
 
 After
receiving a passing inspection score from HUD in January 2009, one Local Limited
Partnership, Patten Towers L.P. II (“Patten Towers”), has not yet had its annual
HUD inspection for 2010.  The property is currently in good standing with
HUD at this point, but is subject to an annual HUD inspection. HUD 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 an
acceptable inspection score is not received.    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.  The property was listed for
sale with a national brokerage firm from July of 2008 thru September
2009.   To date, no acceptable offers had been presented.,
therefore when the listing contract expired it was not renewed.  The
Partnership is currently reviewing its options and will decide at a later date
if they want to relist the property.   The Partnership did not
anticipate proceeds from the sale. Any sale transaction contemplated would
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, 2010, the Partnership’s investment balance in Patten Towers was
$0.   The tax credit compliance period for this property ends December
31, 2011.
 
 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 both March 31, 2010 and 2009.  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, 2010:
 
 2011
              
              
              2012
              
              
              2013
              
              
              2014
              
              
              2015
              
              
              Thereafter
              
              
              TotalAsset
      management fees(1)
              
              $
              522,125
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              1,732,500
              
              
              $
              2,452,625Total
      contractual cash obligations
              
              $
              522,125
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              49,500
              
              
              $
              1,732,500
              
              
              $
              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, 2010 have been included in the 2011
      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 Note 3 to the
financial statements included elsewhere herein.
  28
  
 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
  29
  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 of WNC Housing Tax Credit Fund V, L.P.,
Series 3 (a California Limited Partnership) (the Partnership) as of March 31,
2010 and 2009, 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, 2010.  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 of WNC Housing Tax Credit Fund V,
L.P., Series 3 (a California Limited Partnership) as of March 31, 2010 and 2009,
and the results of its operations and its cash flows for each of the years in
the three-year period ended March 31, 2010, 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.
  
 
 /s/Reznick
Group, P.C.
  Bethesda,
Maryland
 June 29,
2010
 30
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 BALANCE
SHEETS
  March
      31,2010
              
              
              2009ASSETSCash
              
              $
              12,762
              
              
              $
              9,498Investments
      in Local Limited Partnerships, net (Notes 2 and 3)
              
              
              -
              
              
              
              -Total
      Assets
              
              $
              12,762
              
              
              $
              9,498LIABILITIES
      AND PARTNERS’ EQUITY (DEFICIT)Liabilities:Accrued expenses
              
              $
              -
              
              
              $
              4,000Accrued fees and expenses due to
      General Partner and affiliates (Note 3)
              
              
              707,256
              
              
              
              648,548Total Liabilities
              
              
              707,256
              
              
              
              652,548Partners’
      equity (deficit)General Partner
              
              
              2,570,423
              
              
              
              2,419,384Limited
      Partners (25,000 Partnership Units authorized;18,000 Partnership Units
      issued and outstanding)
              
              
              (3,264,917
              )
              
              
              (3,062,434
              )Total Partners’ Equity
      (Deficit)
              
              
              (694,494
              )
              
              
              (643,050
              )Total
      Liabilities and Partners’ Equity (Deficit)
              
              $
              12,762
              
              
              $
              9,498
 
 
  See
accompanying notes to financial statements
 31
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENTS
OF OPERATIONS
  For
      the Years Ended March 31,2010
              
              
              2009
              
              
              2008Reporting
      fees
              
              $
              53,230
              
              
              $
              57,563
              
              
              $
              31,608Distribution
      income
              
              
              5,389
              
              
              
              24,650
              
              
              
              1,738Miscellaneous
      income
              
              
              -
              
              
              
              -
              
              
              
              11,814Total
      income
              
              
              58,619
              
              
              
              82,213
              
              
              
              45,160Operating
      expenses:Amortization (Notes 2 and
      3)
              
              
              -
              
              
              
              3,461
              
              
              
              12,287Asset management fees (Note
      3)
              
              
              49,500
              
              
              
              49,500
              
              
              
              49,500Impairment
      loss (Note 2)
              
              
              -
              
              
              
              1,115,739
              
              
              
              559,408Accounting
      and legal fees
              
              
              101,767
              
              
              
              59,802
              
              
              
              7,538Write
      off of advances to Local Limited  Partnerships (Note
      5)
              
              
              97,553
              
              
              
              368,824
              
              
              
              -Other
              
              
              8,607
              
              
              
              17,142
              
              
              
              6,760Total operating
      expenses
              
              
              257,427
              
              
              
              1,614,468
              
              
              
              635,493Loss  from
      operations
              
              
              (198,808
              )
              
              
              (1,532,255
              )
              
              
              (590,333
              )Equity
      in losses of Local Limited  Partnerships (Note
2)
              
              
              -
              
              
              
              (903
              )
              
              
              (208,618
              )Loss
      on sale of Local Limited
                Partnership
              
              
              (5,724
              )
              
              
              -
              
              
              
              -Interest
      income
              
              
              4
              
              
              
              23
              
              
              
              100Net
      loss
              
              $
              (204,528
              )
              
              $
              (1,533,135
              )
              
              $
              (798,851
              )Net
      loss allocated to:General Partner
              
              $
              (2,045
              )
              
              $
              (15,331
              )
              
              $
              (7,989
              )Limited Partners
              
              $
              (202,483
              )
              
              $
              (1,517,804
              )
              
              $
              (790,862
              )Net
      loss per Partnership Unit
              
              $
              (11.25
              )
              
              $
              (84.32
              )
              
              $
              (43.94
              )Outstanding
      weighted Partnership Units
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
 
  See
accompanying notes to financial statements
 32
 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, 2010, 2009 and 2008
  General
      Partner
              
              
              Limited
      Partners
              
              
              TotalPartners’
      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
              )Contributions
      (Note 6)
              
              
              153,084
              
              
              
              -
              
              
              
              153,084Net
      loss
              
              
              (2,045
              )
              
              
              (202,483
              )
              
              
              (204,528
              )Partners’
      equity (deficit) at March 31, 2010
              
              $
              2,570,423
              
              
              $
              (3,264,917
              )
              
              $
              (694,494
              )
  See
accompanying notes to financial statements
 33
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENTS
OF CASH FLOWS
  For
      The Years Ended
                March
      31,2010
              
              
              2009
              
              
              2008Cash flows from operating
      activities:
                Net
      loss
              
              $
              (204,528
              )
              
              $
              (1,533,135
              )
              
              $
              (798,851
              )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Amortization
              
              
              -
              
              
              
              3,461
              
              
              
              12,287Impairment
      loss
              
              
              -
              
              
              
              1,115,739
              
              
              
              559,408Equity in losses of Local
      Limited
                Partnerships
              
              
              -
              
              
              
              903
              
              
              
              208,618Change
      in accrued expenses
              
              
              (4,000
              )
              
              
              -
              
              
              
              -Change
      in accrued fees and expenses due to General Partner and
      affiliates
              
              
              206,068
              
              
              
              339,082
              
              
              
              43,042Loss
      on sale of investments in Local Limited Partnerships
              
              
              5,724
              
              
              
              -
              
              
              
              -Net
      cash provided by (used in) operating activities
              
              
              3,264
              
              
              
              (73,950
              )
              
              
              24,504Cash
      flows from investing activities:Advances
      to Local Limited Partnerships
              
              
              (97,553
              )
              
              
              (368,824
              )
              
              
              -Write
      off of advances to Local Limited
                Partnerships
              
              
              97,553
              
              
              
              368,824
              
              
              
              -Distributions from Local Limited
      Partnerships
              
              
              -
              
              
              
              -
              
              
              
              11,950Netcash provided by investingactivities
              
              
              -
              
              
              
              -
              
              
              
              11,950Net
      increase (decrease) in cash
              
              
              3,264
              
              
              
              (73,950
              )
              
              
              36,454Cash,
      beginning of year
              
              
              9,498
              
              
              
              83,448
              
              
              
              46,994Cash,
      end of year
              
              $
              12,762
              
              
              $
              9,498
              
              
              $
              83,448SUPPLEMENTAL
      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
              
              $
              153,084
              
              
              $
              1,471,854
              
              
              $
              -
  See
accompanying notes to financial statements
 34
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31, 2010, 2009 and 2008
  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 acquire limited partnership interests in other limited
partnerships ("Local Limited Partnerships") which owns multi-family or senior
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 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 Partner 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.
 
  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, 2010, 2009 and 2008
  
 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’s investments. 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 the Local General Partners. Neither the Partnership’s
investments in Local Limited Partnerships, nor the Local Limited Partnerships’
investments in Housing Complexes, are readily marketable. To the extent the
Housing Complexes receive government financing or operating subsidies, they may
be subject to one or more of the following risks: difficulties in obtaining
tenants for the Housing Complexes; difficulties in obtaining rent increases;
limitations on cash distributions; limitations on sales or refinancing of
Housing Complexes; limitations on transfers of interests in Local Limited
Partnerships; limitations on removal of Local General Partners; limitations on
subsidy programs; and possible changes in applicable
regulations.  Uninsured casualties could result in loss of property
and Low Income Housing Tax Credits and recapture of Low Income Housing Tax
Credits previously taken. The value of real estate is subject to risks from
fluctuating economic conditions, including employment rates, inflation, tax,
environmental, land use and zoning policies, supply and demand of similar
properties, and neighborhood conditions, among others.
 
 The
ability of Limited Partners to claim tax losses from the Partnership is limited.
The IRS may audit the Partnership or a Local Limited Partnership and challenge
the tax treatment of tax items. The amount of Low Income Housing Tax Credits and
tax losses allocable to the Limited Partners could be reduced if the IRS were
successful in such a challenge.  The alternative minimum tax could
reduce tax benefits from an investment in the Partnership.  Changes in
tax laws could also impact the tax benefits from an investment in the
Partnership and/or the value of the Housing Complexes.
 
 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 all 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.
 
  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, 2010, 2009 and 2008
  
 NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through June
30, 2011.
  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.
  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.
  Exit
Strategy
  The
Compliance Period for a Housing Complex is generally 15 years following
construction or rehabilitation completion. Associates was one of the first in
the industry to offer syndicated investments in Low Income Housing Tax
Credits.  The initial programs have completed their Compliance
Periods.
  Upon the
sale of a Local Limited Partnership Interest or Housing Complex after the end of
the Compliance Period, there would be no recapture of Low Income Housing Tax
Credits.  A sale prior to the end of the Compliance Period could
result in recapture if certain conditions are not met.
  With that
in mind, the General Partner is continuing its review of the Housing Complexes.
The review considers many factors, including extended use requirements (such as
those due to mortgage restrictions or state compliance agreements), the
condition of the Housing Complexes, and the tax consequences to the Limited
Partners from the sale of the Housing Complexes.
  Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or re-syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership as Low
Income Housing Tax Credits are no longer available. 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, 2010.  As of March 31, 2010, none of the Housing Complexes had
completed their Compliance Period.
  In prior years, 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’
  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, 2010, 2009 and 2008
  
 NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 equity
(deficit) in the Partnership’s financial statements.
 
 During
the year ended March 31, 2010, the Partnership 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 interest
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.  The
Partnership received $1 for its Limited Partnership interest in this Local
Limited Partnership. The Partnerships net investment balance in this Local
Limited Partnership was zero at the time of the sale.  The Partnership
paid $5,725 in expenses related to the disposition of Raymond S. King, therefore
a loss on sale of Local Limited Partnership in the amount of $5,724 was recorded
during the year ended March 31, 2010.  In order for the Local General
Partner to agree to buy this Limited Partnership Interest, the Partnership has
paid $32,478 to Raymond S. King to 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 did not have sufficient cash on hand to pay Raymond S. King,
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 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 Compliance Period, the purchaser must furnish the
Partnership with certain reports proving that the Housing Complex is still in
compliance with the IRS code.
 
 After
receiving a passing inspection score from HUD in January 2009, one Local Limited
Partnership, Patten Towers L.P. II (“Patten Towers”), has not yet had its annual
HUD inspection for 2010.  The property is currently in good standing with
HUD at this point, but is subject to an annual HUD inspection. HUD 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 an
acceptable inspection score is not received.    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.  The property was listed for
sale with a national brokerage firm from July of 2008 thru September
2009.   To date, no acceptable offers had been presented,
therefore when the listing contract expired it was not renewed.  The
Partnership is currently reviewing its options and will decide at a later date
if they want to relist the property.   The Partnership did not
anticipate proceeds from the sale. Any sale transaction contemplated would
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, 2010, the Partnership’s investment balance in Patten Towers was
$0.   The tax credit compliance period for this property ends December
31, 2011.
 
  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, 2010, 2009 and 2008
  
 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 27.5 years. (See Notes 2 and 3)
 
 "Equity
in losses of Local Limited Partnerships" for each year ended March 31 have been
recorded by the Partnership based on the twelve months of reported results
provided by the Local Limited Partnerships for each year ended December 31.
Equity in losses from the Local Limited Partnerships allocated to the
Partnership is not recognized to the extent that the investment balance would be
adjusted below zero.
 
 In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheets,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the Local General Partners and their
guarantee against credit recapture.
 
 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, 2010 and 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.
  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, 2010, 2009 and 2008
  
 NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Reporting Comprehensive
Income
 
 The
Partnership had no items of other comprehensive income for the periods
presented.
 
 Net Loss Per Partnership
Unit
 
 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.
 
 Income
Taxes
 
 The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.
 
 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 27.5 years using the straight-line
method. Amortization expense for the years ended March 31 2010, 2009 and 2008
was $0, $3,461 and $12,287, respectively.  During the years ended
March 31, 2010, 2009 and 2008, an impairment loss of $0, $169,940 and $0,
respectively, was recorded against these fees and costs.
 
 Impairment
 
 The
Partnership reviews its investments in Local Limited Partnership for impairment
whenever events or changes in circumstances indicate that the carrying value of
such investments may not be recoverable. Recoverability is measured by a
comparison of the carrying amount of the investment to the sum of the total
amount of the remaining tax credits allocated to the Partnership and any
estimated residual value of the investment.  For the years ended March 31, 2010, 2009 and 2008,
impairment loss related to investments in Local Limited Partnerships was $0,
$945,799 and $559,408, 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
investment’s 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 Partnership and the estimated residual value of the investment.
During the years ended March 31, 2010, 2009 and 2008 an impairment loss of $0,
$169,940 and $0, respectively, was recorded on the related
intangibles.
  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, 2010, 2009 and 2008
  
 NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 
 Impact of Recent Accounting
Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (the “FASB”) issued
accounting guidance for Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value and expands disclosure about
fair value measurements. This guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and shall be applied
prospectively except for very limited transactions.  In February 2008,
the FASB delayed for one year implementation of the guidance as it pertains to
certain non-financial assets and liabilities. The Partnership adopted U.S.
generally accepted accounting principles (“GAAP”) for Fair Value Measurements
effective April 1, 2008, except as it applies to those non-financial assets and
liabilities, for which the effective date was April 1, 2009. The Partnership has
determined that adoption of this guidance has no material impact on the
Partnership’s financial statements.
 
 In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.
 
 In
November 2008, the FASB issued accounting guidance on Equity Method Investment
Accounting Considerations that addresses how the initial carrying value of an
equity method investment should be determined, how an impairment assessment of
an underlying indefinite-lived intangible asset of an equity method investment
should be performed, how an equity method investee’s issuance of shares should
be accounted for, and how to account for a change in an investment from the
equity method to the cost method. This guidance is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Partnership adopted the guidance for the interim
quarterly period beginning April 1, 2009. The impact of adopting it does not
have a material impact on the Partnership’s financial condition or results of
operations.
 
 In April
2009, the FASB issued accounting guidance for Interim Disclosures about Fair
Value of Financial Instruments.  This 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.  It became effective for as of and for the interim period
ended June 30, 2009 and has no impact on the Partnership’s financial condition
or results of operations.
 
 In May
2009, the FASB issued guidance regarding subsequent events, which was
subsequently updated in February 2010. This guidance established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. In particular, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009, and was therefore adopted by the
Partnership for the quarter ended June 30, 2009. The adoption did not have a
significant impact on the subsequent events that the Partnership reports, either
through recognition or disclosure, in the financial statements. In February
2010, the FASB amended its guidance on subsequent events to remove the
requirement to disclose the date through which an entity has evaluated
subsequent events, alleviating conflicts with current SEC guidance. This
amendment was effective immediately and therefore the Company did not include
the disclosure in this Form 10-K.
  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, 2010, 2009 and 2008
  
 NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 
 In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to have a material effect on the Partnership’s
financial statements.
  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 GAAP.  The Codification is intended to
reorganize, rather than change, existing GAAP.  Accordingly, all
references to currently existing GAAP have been removed and have been replaced
with plain English explanations of the Partnership’s accounting
policies.  The adoption of the Codification did not have a material
impact on the Partnership’s financial position or results of
operations.
 
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS
 
 As of
March 31, 2010 and 2009, the Partnership owned interests in 15 and 16 Local
Limited Partnerships, respectively, each of which owns one Housing Complex,
consisting of an aggregate of 721 and 744 apartment units,
respectively.  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.
  The
Partnership’s Investments in Local Limited Partnerships as shown in the balance
sheets at March 31, 2010 and 2009, are approximately $2,431,000 and $2,821,000,
respectively,less 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 unrecorded
losses as discussed below, and acquisition, selection and other costs related to
the acquisition of the investments which have been capitalized in the
Partnership's investment account along with impairment losses recorded in the
Partnership’s investment account.
  The Partnership reviews
its investments in Local Limited Partnership for impairment whenever events or
changes in circumstances indicate that the carrying value of such investments
may not be recoverable. Recoverability is measured by a comparison of the
carrying amount of the investment to the sum of the total amount of the
remaining tax credits allocated to the Partnership and any estimated residual
value of the investment. For the
years ended March 31, 2010, 2009 and 2008, impairment loss related to
investments in Local Limited Partnerships was $0, $945,799 and $559,408,
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, 2010, 2009
and 2008 an impairment loss of $0, $169,940 and $0, respectively, was recorded
on the related intangibles.
  At March
31, 2010 and 2009, the investment accounts in all the Local Limited Partnerships
have reached a zero balance.  Consequently, a portion of the
Partnerships estimate of its share of losses for the years ended March
31
  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, 2010, 2009 and 2008
  
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 2010,
2009 and 2008 amounting to approximately $554,000, $1,578,000 and $482,000,
respectively, have not been recognized.  As of March 31, 2010, the
aggregate share of net losses not recognized by the Partnership amounted to
$3,503,000.
 
 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
      31,2010
              
              
              2009
              
              
              2008Investments
      per balance sheet, beginning
                of
      period
              
              $
              -
              
              
              $
              1,120,103
              
              
              $
              1,912,366Impairment
      loss
              
              
              -
              
              
              
              (1,115,739
              )
              
              
              (559,408
              )Equity
      in losses of Local Limited
                Partnerships
              
              
              -
              
              
              
              (903
              )
              
              
              (208,618
              )Amortization
      of paid acquisition fees and costs
              
              
              -
              
              
              
              (3,461
              )
              
              
              (12,287
              )Distributions
      received from Local Limited
                Partnerships
              
              
              -
              
              
              
              -
              
              
              
              (11,950
              )Investment
      per balance sheet, end of period
              
              $
              -
              
              
              $
              -
              
              
              $
              1,120,103
 
 For
      the Years
                Ended
      March 31,2010
              
              
              2009
              
              
              2008Investments
      in Local Limited Partnerships, net
              
              $
              -
              
              
              
              -
              
              
              $
              946,704Acquisition
      fees and costs, net of accumulated amortization of $0, $0 and
      $1,147,894
              
              
              -
              
              
              
              -
              
              
              
              173,399Investments
      per balance sheet, end of period
              
              $
              -
              
              
              
              -
              
              
              $
              1,120,103
 
  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, 2010, 2009 and 2008
  
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 The
financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies.  Rental
subsidies 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
 
 2009
              
              
              2008ASSETSBuildings
      and improvements (net of accumulated depreciation for 2009 and 2008 of
      $16,833,000 and $15,938,000, respectively)
              
              $
              21,210,000
              
              
              $
              23,119,000Land
              
              
              2,318,000
              
              
              
              2,327,000Other
      assets
              
              
              2,665,000
              
              
              
              2,535,000Total
      assets
              
              $
              26,193,000
              
              
              $
              27,981,000
 
 LIABILITIESMortgage
      and construction loans payable
              
              $
              16,340,000
              
              
              $
              17,548,000Due
      to affiliates
              
              
              3,246,000
              
              
              
              3,392,000Other
      liabilities
              
              
              942,000
              
              
              
              990,000Total
      liabilities
              
              
              20,528,000
              
              
              
              21,930,000PARTNERS'
      CAPITALWNC
      Housing Tax Credit Fund V, L.P.,
                Series
      3
              
              
              2,431,000
              
              
              
              2,821,000Other
      partners
              
              
              3,234,000
              
              
              
              3,230,000Total
      partners’ equity
              
              
              5,665,000
              
              
              
              6,051,000Total
      liabilities and partners’ equity
              
              $
              26,193,000
              
              
              $
              27,981,000
 
  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, 2010, 2009 and 2008
  
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 COMBINED
CONDENSED STATEMENTS OF OPERATIONS
 
 2009
              
              
              2008
              
              
              2007Revenues
              
              $
              4,578,000
              
              
              $
              4,497,000
              
              
              $
              5,417,000Expenses:Operating
      expenses
              
              
              3,243,000
              
              
              
              3,384,000
              
              
              
              3,826,000Interest
      expense
              
              
              754,000
              
              
              
              782,000
              
              
              
              797,000Depreciation
      and amortization
              
              
              1,290,000
              
              
              
              1,305,000
              
              
              
              1,263,000Impairment
              
              
              -
              
              
              
              640,000
              
              
              
              -Total
      expenses
              
              
              5,287,000
              
              
              
              6,111,000
              
              
              
              5,886,000Net
      income (loss)
              
              $
              (709,000
              )
              
              $
              (1,614,000
              )
              
              $
              (469,000
              )Net
      income (loss) allocable to the Partnership
              
              $
              (554,000
              )
              
              $
              (1,546,000
              )
              
              $
              (481,000
              )Net
      income (loss) recorded by the Partnership
              
              $
              -
              
              
              $
              (1,000
              )
              
              $
              (209,000
              )
 
 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
 
 After
receiving a passing inspection score from HUD in January 2009, one Local Limited
Partnership, Patten Towers L.P. II (“Patten Towers”), has not yet had its annual
HUD inspection for 2010.  The property is currently in good standing with
HUD at this point, but is subject to an annual HUD inspection. HUD 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 an
acceptable inspection score is not received.    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.  The property was listed for
sale with a national brokerage firm from July of 2008 thru September
2009.   To date, no acceptable offers had been presented.,
therefore when the listing contract expired it was not renewed.  The
Partnership is currently reviewing its options and will decide at a later date
if they want to relist the property.   The Partnership did not
anticipate proceeds from the sale. Any sale transaction contemplated would
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, 2010, the Partnership’s investment balance in Patten Towers was
$0.   The tax credit compliance period for this property ends December
31, 2011.
  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, 2010, 2009 and 2008
  
 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, 2010 and 2009, 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
      as of March 31, 2010 and 2009, respectively. During the years ended March
      31, 2010, 2009 and 2008 $0, $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
were incurred during each of the years ended March 31, 2010, 2009 and 2008, of
which $0 was paid during 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 during 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 $0, $35,250 and $0 during the years ended
      March 31, 2010, 2009 and 2008,
respectively.
  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, 2010, 2009 and 2008
  
 NOTE 3 - RELATED PARTY
TRANSACTIONS, continued
 
 The
accrued fees and expenses due to General Partner and affiliates consist of the
following at:
 
 March
      31,2010
              
              
              2009Asset
      management fee payable
              
              $
              472,625
              
              
              $
              423,125Expenses
      paid by the General Partner or an affiliate on behalf of the
      Partnership
              
              
              214,631
              
              
              
              103,031Advances
      made to the Partnership from the General Partner or
    affiliates
              
              
              20,000
              
              
              
              122,392Total
              
              $
              707,256
              
              
              $
              648,548
 
 The
General Partner and/or its affiliates do not anticipate that these accrued fees
will be paid until such time as capital reserves are in excess of the future
foreseeable working capital requirements of the Partnership.
 
 NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED)
 
 The
following is a summary of the quarterly operations for the years ended March 31
(rounded):
 
 2010
              
              June
      30
              
              
              September
      30
              
              
              December
      31
              
              
              March
      31Income
              
              $
              34,000
              
              
              $
              10,000
              
              
              $
              5,000
              
              
              $
              10,000Operating
      expenses
              
              
              (40,000
              )
              
              
              (41,000
              )
              
              
              (122,000
              )
              
              
              (54,000
              )Loss
      from operations
              
              
              (6,000
              )
              
              
              (31,000
              )
              
              
              (117,000
              )
              
              
              (44,000
              )Loss
      on sale of Local Limited Partnerships
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (6,000
              )Net
      loss
              
              
              (6,000
              )
              
              
              (31,000
              )
              
              
              (117,000
              )
              
              
              (50,000
              )Net
      loss available to Limited Partners
              
              $
              (6,000
              )
              
              $
              (31,000
              )
              
              $
              (116,000
              )
              
              $
              (9,000
              )Net
      loss per Partnership Unit
              
              $
              -
              
              
              $
              (2
              )
              
              $
              (7
              )
              
              $
              (3
              )
 
  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, 2010, 2009 and 2008
  
 NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED), continued
 
 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
              )
 
 NOTE 5 – ADVANCES TO LOCAL
LIMITED PARTNERSHIPS
 
 As of
March 31, 2010, 2009 and 2008, the Partnership in total had voluntarily advanced
$1,755,424, $1,818,241 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, 2010
were $97,553 which were also reserved for as of March 31, 2010.  All
advances were reserved in full in the year they were advanced.
  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, 2010, 2009 and 2008
  
 NOTE 6 –CONTRIBUTIONS BY THE GENERAL
PARTNER
 
 During
the year ended March 31, 2010, the Partnership had $153,084 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.
 
 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.
 
  49
  Item
9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
 
 NONE
 
 Item
9A(T). Controls and Procedures
 
 (a)           Evaluation of
disclosure controls and
procedures
 
 As of the
end of the period covered by this report, the Partnership’s General Partner,
under the supervision and with the participation of the Chief Executive Officer
and Chief Financial Officer of Associates, carried out an evaluation of the
effectiveness of the Partnership’s “disclosure controls and procedures” as
defined in Securities Exchange Act of 1934 Rules 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 of 1934 Rules 13a-15(f) and 15d-15(f), and
for performing an assessment of the effectiveness of internal control over
financial reporting as of March 31, 2010, 2009 or 2008. 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, 2010. 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 quarter ended March 31, 2010, 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 and Corporate Governance
 
 (a)
              Identification of
      Directors, (b) Identification of Executive Officers, (c) Identification of
      Certain Significant Employees, (d) Family Relationships, and (e) Business
      Experience
  51
  
 The
Partnership has no 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 PresidentThomas
      J. Riha, CPA
              Senior
      Vice PresidentMelanie
      R. Wenk
              Vice
      President – Chief Financial OfficerDarrick
      Metz
              Senior
      Vice President - OriginationsThomas
      J. Hollingsworth
              Vice
      President – Asset ManagementGregory
      S. Hand
              Vice
      President – AcquisitionsChristine
      A. Cormier
              Vice
      President – Investor RelationsKay
      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 79, 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 (“NAHB”), a National Trustee for NAHB’s Political Action
Committee, a Director of Volunteers of America National Services, a subsidiary
of Volunteers of America, Inc. and a past Chairman of NAHB’s Multifamily
Council. He is a Director of the National Housing Conference and a member of
NHC’s Board of Governors, 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 46, 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, and is a Director and Vice President of WNC Management, Inc. 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 is a member of
the Editorial Advisory Boards of Affordable Housing
Finance and 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
Historical Preservation, a member of the Advisory Board of the New York State
Association for Affordable Housing, a member of the Urban Land Institute 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 57, is an Executive Vice President, and a member of the
Acquisition Committee of Associates, and a Director, Vice President and
Secretary of WNC Management, Inc. 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, a Director of the Council for Affordable and Rural
Housing and a member of the State Bar of California. Mr. Shafer graduated from
the University of California at Santa Barbara in 1978 with a Bachelor of Arts
degree, from the New England School of Law in 1983 with a Juris Doctor degree
cum laude and from the University of San Diego in 1986 with a Master of Law
degree in Taxation.
 
 Michael
J. Gaber, age 43, is an Executive Vice President – Oversees the Syndications
Group, and is a member of the Acquisition Committee of Associates and Vice
President of WNC Management, Inc... 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 is a member of
the Housing Credit Group of NAHB and of the National Housing and Rehabilitation
Association. Mr. Gaber graduated from the California State University, Fullerton
in 1991 with a Bachelor of Science degree in Business Administration –
Finance.
 
 Thomas J.
Riha, age 55, is Senior Vice President 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.
 
 Melanie
R. Wenk, CPA, age 42, is Vice President-Chief Financial Officer of
Associates.  She oversees WNC’s corporate and partnership accounting
and the Portfolio Management group, which is responsible for SEC reporting
quarterly and annual investor reports and monitoring investment
returns.  Prior to joining Associates 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.
  Darrick
Metz, age 39, is Senior Vice President – Originations of WNC & Associates,
Inc. He has been involved in multifamily property underwriting, acquisition and
investment activities since 1991. Prior to joining WNC in 1999, he was employed
by a Minnesota development company specializing in Tax Credit and market rate
multifamily projects. Mr. Metz also worked with the Minnesota Housing Finance
Agency (“MHFA”), where he held the position of Senior Housing Development
Officer. While at MHFA, he was responsible for the allocation of Tax Credits,
HOME funds and multiple state loan products. Mr. Metz is active in the Qualified
Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and
Economic Development Authority, a member of the New York State Association for
Affordable Housing and a member of the Leadership Roundtable for the Association
of Affordable Housing in Michigan. He graduated from St. Cloud State University
in 1993 with a Bachelor of Science degree in finance/economics.
  Thomas J.
Hollingsworth, CPA, age 58, is Vice President – Asset Management of WNC &
Associates, Inc. and oversees WNC’s asset management group. Mr. Hollingsworth
has been involved in real estate acquisitions, operations and syndication of
multifamily properties for 28 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.
  53
  
 Gregory
S. Hand, age 46, is Vice President - Acquisitions and a member of the Commercial
Real Estate Group of Associates.  He is responsible for the oversight
of property underwriting.  Mr. Hand has been involved in real estate
analysis, development and management since 1987.  Prior to joining
Associates 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.
  Christine
A. Cormier, age 48, is Vice President – Investor Relations of WNC &
Associates, Inc.  Ms. Cormier acts as a liaison for investors throughout
the closing process. Ms. Cormier has been active in the real estate industry
since 1985. Prior to joining WNC in 2008, Ms. Cormier was with another major tax
credit syndicator for over 12 years where she was the Managing Director of
investor relations. In her previous position, Ms. Cormier closed between $500
million and $1 billion in equity annually, managing relationships with several
of the nation’s largest banks and insurance companies. Ms. Cormier graduated
from Bentley University in 1982 with a Bachelor of Science degree (summa cum
laude) in accounting and computer science.
  Kay L.
Cooper, age 73, 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 47, 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 General Partner or an Affiliate of the General Partner
in connection with the administration of the affairs of the Partnership, the
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 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, 2010, 2009 and 2008, of which $0 was paid for each of the years ended
March 31, 2010, 2009 and 2008.
 
 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 Partner or its 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.
 
 (b)  Operating
Expenses
 
 Reimbursement
to the 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.”
  55
  
 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 $70,520, $82,944 and $13,542 for the years ended March 31, 2010, 2009 and
2008, respectively.  The Partnership reimbursed the General Partner or
its affiliates for operating expenses of $0, $35,250 and $0 during the years
ended March 31, 2010, 2009 and 2008, respectively.
 
 (c)   Interest
in Partnership
 
 The
General Partner receives 1% of the Partnership’s allocated Low Income Housing
Tax Credits, which approximated $0, $1,027 and $9,113 for the years ended
December 31, 2009, 2008 and 2007, 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, 2010, 2009 and 2008.  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, 2010, 2009 and
2008.
 
 (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.
  56
  
 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 as of March
31, 2010 and 2009.
 
 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.
 
 (d)
              Changes in
      Control
 
 The
management and control of Associates may be changed at any time in accordance
with their respective organizational documents, without the consent or approval
of the Limited Partners.  In addition, the Partnership Agreement
provides for the admission of one or more additional and successor General
Partners in certain circumstances.
 
 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.
  57
  
 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:
 
 2010
              
              
              2009Audit
      Fees
              
              $
              85,899
              
              
              $
              52,971Audit-related
      Fees
              
              
              -
              
              
              
              -Tax
      Fees
              
              
              3,035
              
              
              
              2,890All
      Other Fees
              
              
              -
              
              
              
              -TOTAL
              
              $
              88,934
              
              
              $
              55,861
 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, 2010 and 2009
 Statements
      of Operations for the years ended March 31, 2010, 2009 and
      2008
 Statements
      of Partners’ Equity (Deficit) for the years ended March 31, 2010, 2009 and
      2008
 Statements
      of Cash Flows for the years ended March 31, 2010, 2009 and
      2008
 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 or 15d-14, (filed
      herewith)
 
 31.2
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 or
      15d-14,  (filed herewith)
 
 32.1
              Section
      1350 Certification of the Chief Executive Officer.  (filed
      herewith)
 
 32.2
              Section
      1350 Certification of the Chief Financial Officer.  (filed
      herewith)
 
 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
 
 99.13
              Financial
      statements of Blessed Rock of El Monte, for the years ended December 31,
      2007 and 2006, together with Independent Auditors’ Report thereon; filed
      as exhibit 99.13 in Form 10-K  (filed
  herewith)
 
 (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, 2010As
      of March 31, 2010
              
              
              As
      of December 31, 2009Local
      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
              
              
              $
              316,000
              
              
              $
              148,000
              
              
              $
              1,401,000
              
              
              $
              554,000
              
              
              $
              995,000Blessed
      Rock of El Monte
              El
      Monte, California
              
              
              2,511,000
              
              
              
              2,511,000
              
              
              
              3,087,000
              
              
              
              1,324,000
              
              
              
              8,275,000
              
              
              
              2,600,000
              
              
              
              6,999,000Broadway
      Apartments, Limited Partnership
              Hobbs,
      New Mexico
              
              
              2,029,000
              
              
              
              2,029,000
              
              
              
              1,181,000
              
              
              
              70,000
              
              
              
              3,431,000
              
              
              
              1,626,000
              
              
              
              1,875,000Curtis
      Associates I, L.P.
              Curtis,
      Nebraska
              
              
              88,000
              
              
              
              88,000
              
              
              
              407,000
              
              
              
              10,000
              
              
              
              535,000
              
              
              
              260,000
              
              
              
              285,000Escatawpa
      Village Associates, Limited Partnership
              Escatawpa,
      Mississippi
              
              
              249,000
              
              
              
              249,000
              
              
              
              859,000
              
              
              
              40,000
              
              
              
              1,378,000
              
              
              
              652,000
              
              
              
              766,000Hastings
      Apartments I, Limited Partnership
              Hastings,
      Nebraska
              
              
              542,000
              
              
              
              542,000
              
              
              
              132,000
              
              
              
              32,000
              
              
              
              1,303,000
              
              
              
              538,000
              
              
              
              797,000Heritage
      Apartments I, L.P.
              Berkeley,
      Missouri
              
              
              752,000
              
              
              
              752,000
              
              
              
              610,000
              
              
              
              105,000
              
              
              
              1,597,000
              
              
              
              735,000
              
              
              
              967,000Hillcrest
      Associates, a Limited Partnership
              Ontario,
      Oregon
              
              
              354,000
              
              
              
              354,000
              
              
              
              1,248,000
              
              
              
              96,000
              
              
              
              1,605,000
              
              
              
              623,000
              
              
              
              1,078,000Patten
      Towers, L.P. II (1)
              Chattanooga,
      Tennessee
              
              
              2,154,000
              
              
              
              2,154,000
              
              
              
              4,170,000
              
              
              
              290,000
              
              
              
              11,512,000
              
              
              
              6,269,000
              
              
              
              5,533,000
  61
  WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2010As
      of March 31, 2010
              
              
              As
      of December 31, 2009Local
      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
              
              
              
              293,000
              
              
              
              25,000
              
              
              
              503,000
              
              
              
              242,000
              
              
              
              286,000Rosedale
      Limited Partnership
              Silver
      City, New Mexico
              
              
              309,000
              
              
              
              309,000
              
              
              
              1,272,000
              
              
              
              40,000
              
              
              
              1,733,000
              
              
              
              828,000
              
              
              
              945,000Shepherd
      South Apartments I, Ltd.
              Shepherd,
      Texas
              
              
              121,000
              
              
              
              121,000
              
              
              
              522,000
              
              
              
              12,000
              
              
              
              773,000
              
              
              
              308,000
              
              
              
              477,000Solomon
      Associates I, L.P.
              Solomon,
      Kansas
              
              
              138,000
              
              
              
              138,000
              
              
              
              550,000
              
              
              
              16,000
              
              
              
              721,000
              
              
              
              378,000
              
              
              
              359,000Talladega
      County Housing Ltd.
              Talladega,
      Alabama
              
              
              653,000
              
              
              
              653,000
              
              
              
              708,000
              
              
              
              62,000
              
              
              
              1,447,000
              
              
              
              562,000
              
              
              
              947,000The
      Willows Apartments Limited Partnership
              Morganton,
      North Carolina
              
              
              841,000
              
              
              
              841,000
              
              
              
              985,000
              
              
              
              48,000
              
              
              
              1,829,000
              
              
              
              658,000
              
              
              
              1,219,000$
              11,430,000
              
              
              $
              11,430,000
              
              
              $
              16,340,000
              
              
              $
              2,318,000
              
              
              $
              38,043,000
              
              
              $
              16,833,000
              
              
              $
              23,528,000
 
 
 (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, 2010For
      the year ended December 31, 2009Local
      Limited Partnership Name
              
              Rental
      Income
              
              
              Net
      Income (Loss)
              
              Status
              
              Year
      Investment Acquired
              
              
              Estimated
      Useful Life (Years)Alliance
      Apartments I Limited Partnership
              
              $
              86,000
              
              
              $
              (30,000
              )
              Completed
              
              
              1997
              
              
              
              40Blessed
      Rock of El Monte
              
              
              956,000
              
              
              
              61,000
              
              Completed
              
              
              1997
              
              
              
              40Broadway
      Apartments, Limited Partnership
              
              
              449,000
              
              
              
              (104,000
              )
              Completed
              
              
              1997
              
              
              
              40Curtis
      Associates I, L.P.
              
              
              54,000
              
              
              
              (18,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Escatawpa
      Village Associates, Limited Partnership
              
              
              203,000
              
              
              
              (40,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hastings
      Apartments I, Limited Partnership
              
              
              89,000
              
              
              
              (19,000
              )
              Completed
              
              
              1996
              
              
              
              40Heritage
      Apartments I, L.P.
              
              
              147,000
              
              
              
              (38,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Hillcrest
      Associates, A Limited Partnership
              
              
              210,000
              
              
              
              (22,000
              )
              Completed
              
              
              1997
              
              
              
              40Patten
      Towers, L.P. II (1)
              
              
              1,535,000
              
              
              
              (391,000
              )
              Completed
              
              
              1996
              
              
              
              27.5Prairieland
      Properties of Syracuse II, L.P.
              
              
              46,000
              
              
              
              (12,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Rosedale
      Limited Partnership
              
              
              191,000
              
              
              
              (43,000
              )
              Completed
              
              
              1997
              
              
              
              30Shepherd
      South Apartments I, Ltd.
              
              
              118,000
              
              
              
              2,000
              
              Completed
              
              
              1996
              
              
              
              40Solomon
      Associates I, L.P.
              
              
              85,000
              
              
              
              (10,000
              )
              Completed
              
              
              1997
              
              
              
              27.5Talladega
      County Housing Ltd.
              
              
              114,000
              
              
              
              (29,000
              )
              Completed
              
              
              1996
              
              
              
              40The
      Willows Apartments Limited Partnership
              
              
              160,000
              
              
              
              (16,000
              )
              Completed
              
              
              1997
              
              
              
              40$
              4,443,000
              
              
              $
              (709,000
              )
 
 (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, 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
  64
  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.
  65
  
 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.
  66
  
 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
 
  67
  
 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.
  68
  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.
  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: June
29, 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:   June
29, 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:   June
29, 2010
 
 
 By:           /s/ Wilfred N. Cooper,
Sr.
 Wilfred
N. Cooper, Sr.,
 Chairman
of the Board of WNC & Associates, Inc.
 
 Date:   June
29, 2010
 
 
 By:           /s/ Kay L.
Cooper
 Kay L.
Cooper
 Director
of WNC & Associates, Inc.
 
 Date: June
29, 2010
  70