GROVE VILLAGE LIMITED PARTNERSHIP




FINANCIAL STATEMENTS




Year Ended December 31, 2009






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CONTENTS




PAGEINDEPENDENT AUDITOR'S REPORT
3FINANCIAL STATEMENTS:Balance Sheets
4-5Statements of Income
6Statements of Changes in Partners' Equity
7Statements of Cash Flows
8Notes to Financial Statements
9-14INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION
16Balance Sheet Data
17-18Statement of Income Data
19-22Statement of Changes in Partners' Equity Data
23Statement of Cash Flows Data
24-25Supplementary Data Required by HUD
26-27INDEPENDENT AUDITORS REPORT ON THE INTERNAL CONTROL
28-29INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC REQUIREMENTS APPLICABLE TO MAJOR HUD PROGRAMS
30INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFICREQUIREMENTS APPLICABLE TO FAIR HOUSING AND NON-DISCRIMINATION
31CERTIFICATION OF PARTNERS
32MANAGEMENT AGENT'S CERTIFICATION
33AUDITOR INFORMATION
34











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PAILET, MEUNIERand LeBLANC, L.L.P.


CertifiedPublic Accountants


Management Consultants








INDEPENDENT AUDITOR'S REPORT




To the Partners


Grove Village Limited Partnership


Portland, Oregon




We have audited the accompanyingbalance sheets of Grove Village Limited Partnership, owner of Grove Village Apartments,HUD Section 8 Contract Nos. TX16L00024 and TX16M000311,as ofDecember 31, 2009, and the related statements of operations, changes in partners' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.




We conducted our audit in accordance with the standards of the Public Company Accounting OversightBoard (United States) and the standards applicable to financial audits contained inGovernment AuditingStandards,issued by the Comptroller General of the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides 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 Grove Village Limited Partnership as of December 31, 2009 and the results of its operations, changes in partners' equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United Statesof America.




In accordance withGovernment Auditing Standardsand theConsolidated Audit Guide for Audits of HUDProgramsissued by the U.S. Department of Housing and Urban Development, we have also issued a report dated March 30, 2010, on our consideration of Grove Village Limited Partnership's internal control, and reports dated March 30, 2010, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination.Those reports are an integral part of an audit performed in accordance withGovernment AuditingStandardsand should be read in conjunction with this report in considering the resultsof our audit.






/s/ PAILET, MEUNIER and LeBLANC, L.L.P.





Metairie, Louisiana


March 30, 2010




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GROVE VILLAGE LIMITED PARTNERSHIP




BALANCE SHEET




DECEMBER 31, 2009




ASSETSRental property and equipment, at cost:Buildings, furnishings and equipment

$
9,741,760Accumulated depreciation


(1,640,759
)8,101,001Land


876.8468,977,847Restricted deposits:Replacement reserves


29,391Other reserves


127,264Tenant trust - security deposits


16,618173,273Other assets:Cash


92,929Accounts receivable


31,027Prepaid expenses


18,720Intangibleassets, net of amortization of $58,713


294,780437.456TOTAL ASSETS

$
9.588.570







See accountant's report and accompanying notes.









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GROVE VILLAGE LIMITED PARTNERSHIP




BALANCE SHEET




DECEMBER 31, 2009








LIABILITIES AND PARTNERS' EQUITYLiabilities:Mortgage note payable

$
6,041,441Developer fee payable


1,487,120Notes payable - affiliates


2,086,100Accounts payable


638,986Accrued interest payable


606,749Rent received in advance


11,280Tenant security deposits payable


16,593Total Liabilities


10,888,268Partners' Equity


(1,299,692
)TOTAL LIABILITIES AND EQUITY

$
9.588.576







See accountant's report and accompanying notes.









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GROVE VILLAGE LIMITED PARTNERSHIP




STATEMENT OF OPERATIONS




FOR THE YEAR ENDED DECEMBER 31, 2009









Revenue:Rent, net

$
1,531,449Other


50,544Total Income


1,581,993Expenses:Administrative


391,351Utilities


399,593Operating and maintenance


252,259Taxes and insurance


188,528Interest


406,221Other financial


22,986Depreciation


596,810Amortization


24,921Total Expenses


2,282,669Operating income (loss) before partnership revenue (expenses)


(700,676
)Other expenses


(189,007
)Net Income (Loss)

$
(889,683
)







See accountant's report and accompanying notes.





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GROVE VILLAGE LIMITED PARTNERSHIP




STATEMENT OF CHANGES IN PARTNERS' EQUITY




FOR THE YEAR ENDED DECEMBER 31, 2009






Total


General

Partner


Limited

PartnerBalance - January 1, 2009

$
(420,009
)

$
(1,103,985
)

$
683,976Contributions


10,000



10,000Net income (loss)


(889,583
)


(89
)


(889,594
)Balance - December 31, 2009

$
(1,299,692
)

$
(1,094,074
)

$
(205,618
)







See accountant's report and accompanying notes.









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GROVE VILLAGE LIMITED PARTNERSHIP




STATEMENT OF CASH FLOWS




FOR THE YEAR ENDED DECEMBER 31, 2009




Cash flow from operating activities:Net Income (Loss)

$
(889,683
)Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:Depreciation and amortizationexpense


621,730Changes in certain assets and liabilities.Accounts receivable


(26,191
)Prepaid expenses


5,630Accounts payable


241,567Accrued interest payable


160,748Rent received in advance


460Tenant security deposits


653Net cash provided (used) by operating activities


114,914Cash flow from investing activities:Additions to fixedassets


(12,279
)Deposits to reserve accounts


(14,671
)Other lender reserves


(4,778
)Net cash provided (used) by investing activities


(31,728
)Cash flow from financing activitiesProceeds from notes payable


(58,404
)Contributions


10,000Net cash provided (used) by financing activities


(48,404
)Net increase (decrease) in cash and equivalents


34,782Cash and equivalents, beginning of year


58,147Cash and equivalents, end of year

$
92,928Supplemental disclosure of cash flow information:Cash paid for interest

$
370,073




See accountant's report and accompanying notes.







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GROVE VILLAGE LIMITED PARTNERSHIP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2009




NOTE 1 - NATURE OF BUSINESS




Grove Village Limited Partnership (the Partnership) is an Oregon limited partnership which was formed in 2004 to own and operate a 232-unit apartment project (the Project) in Dallas. Texas. The Project was rehabilitated in conformity with the provisions of Section 42 of the Internal Revenue Code, including, but not limited to, complying with tenant eligibility and rent restrictions.




The Partnership was initially formed by and among the General Partner, Walker Guardian LLC, an Oregon limited liability company, and the Limited Partner, Walker Bridge L.L.C. The Partnership shall continue until January 1, 2050 unless terminated as provided by the Agreement of Limited Partnership. During 2006, a new limited partner, WNC Housing Tax Credit Fund VI Series 13, L.P., was admitted and Walker Bridge L.L.C. withdrew as the limited partner.




The Partnership has assumed existing contracts with the US. Department of Housing and Urban Development ("HUD") under the Section 8 Housing Assistance Payment Program, which covers 143 of the 232 housing units in the Project. The project receives a rent subsidy provided by HUD. During the year rental revenue from HUD totaled $1,025,284, representing 65 percent of total revenue. The rent subsidy contracts with HUD expire April 30, 2013 and August 31, 2013.




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Method of Accounting


The accrual method of accounting is used for financial statement purposes.




Depreciation


Depreciation is computed for financial statement purposes using the straight-line method over the estimated useful lives of the related assets.




Amortization


Amortization is computed on a straight-line basis. Financing costs are amortized over 5 years.




Income Taxes


No income tax provision has been included in the financial statements since income or loss of the Partnership is required to be reported by the respective partners on their income tax returns.




Cash Equivalents


For purposes of the statement of cash flows, the Partnership considers all investmentinstruments purchased with a maturity of three months or less to be cash equivalents. At December 31, 2009, there were no cash equivalents.







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GROVE VILLAGE LIMITED PARTNERSHIP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2009










NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




Estimates


The preparation of financial statements in conformity with accounting principles generally accepted inthe United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures.




Concentration of Credit


The Partnership maintains its cash in bark deposit accounts, which, at times, may exceed federallyinsured limits. The Partnership has not experienced any losses in such accounts. Managementbelievesthe Partnership is not exposed to any significant credit risk on cash and cash equivalents.




Accounts Receivable


Accounts receivable are reported at the amount management expects to collect on balances outstanding at December 31, 2009. Management closely monitors outstanding balances and writes off all balances deemed uncollectible.




Going Concern


The partnership has been evaluated as to its ability to continue to operate as a going concern. The willingness and ability of management to continue to fund operating deficits for the partnership mitigatesconcerns related to the lack of cash flow. As a result the partnership is expected to continue as a going concern.




Subsequent Events


Management of the Company has evaluated events and transactions occurring after December 31, 2009 thru March 30, 2010, the datethe financial statements were available for issuance, forrecognition or disclosure in the financial statements. There were no events and transactions that required recognition and disclosures in the financial statements.




NOTE 3 - RELATED PARTY TRANSACTIONS AND PRIOR PERIOD




Developer fee payable


Developer fees are owed to an affiliate of the general partner for services rendered during therehabilitationof the project There is no interest charged on the note. There were no payments made during the year. As of December 31, 2009 developer fee payable totaled $1,487,120.




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GROVE VILLAGE LIMITED PARTNERSHIP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2009







NOTE 3 - RELATED PARTY TRANSACTIONS AND PRIOR PERIOD (CONTINUED)




Property Management Fee


Management of the Project has been performed by an affiliate of the general partner. During the year ended December 31, 2009, management fees charged by the related entity totaled $97,102. Payments totaling $6,646 were made during 2009.




Asset Management Fee


The operating agreement provides for the limited partner to be paid an annual asset management fee beginning in 2008 in the amount of $7,500 with annual increases of 3%. The fee is cumulative. As of December 31, 2009, an asset management fee of $7,225 was earned and $15,225 was payable.




Other fees


Tenant and employment background screening services of the Project has been performed by an affiliate of the general partner. During the year ended December 31, 2009, screening fees totaling $7,164 were earned by and $6,460 paid to the related entity.




Land Acquisition Fee


The partnership agreement provides for the general partner to be paid a land acquisition fee in the amount of $15,000 for services in locating, negotiating and closing on the purchase of the real property. As of December 31, 2009 land acquisition fee payable totaled $15,000.




Guardian Management Loan


A loan payable to an affiliate of the General Partner totaled $737,156 for 2009. The amounts relate to operating costs of the Project, financing costs and capital improvements to the Project. Under the terms of the Agreement of Limited Partnership, the loan bears interest at 9.5% per annum over a 40 year period. The note is not secured by the property and payments shall be made solely from Net Operating Income, sale or refinancing proceeds. No payments were made during 2009. As of December 31, 2009, interest charged and interest payable totaled $70,030 and $233,433, respectively.




Walker Bridge Loan


Under the terms of the Agreement of Limited Partnership, amounts advanced by Walker Bridge LLC bear interest at 9.5% per annum. No payments were made during 2009. Principal due on the note totaled $1,078,154 for 2009. The note is not secured by the property and payments shall be made solely from Net Operating Income, sale or refinancing proceeds. As of December 31, 2009, interest charged and interest payable totaled $91,121 and $342,070, respectively




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GROVE VILLAGE LIMITED PARTNERSHIP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2009







NOTE 3 - RELATED PARTY TRANSACTIONS AND PRIOR PERIOD (CONTINUED)




Apartment Acquisition Note


The partnership has a Note Payable to Apartment Acquisition LLC in the face amount of $633,400 with an initial discount of $451,726. The note is in connection with the purchase of the Project, for which Apartment Acquisitions LLC assigned the right to purchase the Project to the Partnership in exchange for a non-interest bearing note which has been discounted at 7.75%. The cumulative accretion of the discount totaled $89,116 at December 31, 2009. The accretion of the discount for 2009 is $20,131. The note is due in annual payments equal to Net Cash Flow. The note matures December 2020. The note is not secured by the property.




NOTE 4 - MORTGAGE PAYABLE




The partnership has a note payable to U.S. National Bank Association (the ''Bank") in the original amount of $6,180,000 for the acquisition and operations of the project. The Bank is also the trustee for the Bonds. Monthly payments of $37,384 began in March, 2008 and the note is secured by the property. The note bears interest at 6% over a 15 year period. The note matures February 2023. The mortgage note payable was financed by proceeds of tax-exempt bonds issued by Texas Department of Housing Community Services.




Affiliates of the general partner have personally guaranteed the Note Payable. Aggregate maturities of long-term debt for the next five years are as follows:




December 31, 2010

$
83,4482011


88,6682012


93,1872013


100,0452014


106,303and Thereafter


5,569,790Totals

$
6,041,441




As of December 31, 2009, it is not practicable to make a reasonable estimate of fair value for the mortgage notes payable.








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GROVE VILLAGE LIMITED PARTNERSHIP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2009






NOTE 5 - DISTRIBUTIONS/RESIDUAL RECEIPTS





Distributions payable to partners from funds provided by rental operations are permitted by the regulatory agreement, provided: 1) surplus cash, as defined by HUD, is available for such purposes; 2)  the Project is in compliance with all outstanding notices of requirements for proper maintenance; and, 3)  there is no default under the regulatory agreement. As of December 31, 2009, there was no surplus cash available for distribution.




NOTE 6 - PARTNERS' CAPITAL




Since the formation of Partnership, total capital contributions of $227455, $304, and $2,586,790 have been received from the General Partner, the Special Limited Partner and the Limited Partner, respectively. The Limited Partner is required to make additional capital contributions of $456,438. No additional capital contributions are required by the General Partner and the Special Limited Partner.




The Partnership has entered into a construction contract for the rehabilitation of the project that provides for total construction costs of $4,676,052 all of which has been billed. During 20D8, the construction payable was paid in full.




NOTE 7 - COMMITMENTS AND CONTINGENCIES




Operating Deficit Guaranty


Under the terms of the partnership agreement, the general partner is obligated to pay all expenses of operating and maintaining the Project in excess of gross collections to the extent necessary to maintain break-even operations, as defined in the agreement. Payments made prior to 3 consecutive months of break-even operations will not be repayable, shall not change the Interest of an Partner, and shall be considered a guaranteed payment. After break-even is achieved and for the balance of the Operating Deficit Guarantee Period, the general partner will immediately provide Operating Loans to pay Operating Deficits. Beginning in the sixth year ofthe Operating Deficit Guarantee Period the aggregate maximum amount of the Operating Loans the general partner will be obligated to lend will be $1,905,800, if audited financials for the preceding three calendar years show achievement of a Debt Service Coverage of 1.15. Any payments made by the general partner would be treated as non-interest bearing loans to the Partnership, to be repaid based on a priority set forth in the partnership agreement.





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GROVE VILLAGE LIMITED PARTNERSHIP




NOTES TO FINANCIAL STATEMENTS




DECEMBER 31, 2009







NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)




TaxCredit Guaranty


Affiliates of the general partner (the Guarantors) have entered into a tax credit guaranty agreement.The guarantors are obligated to insure that the property will beconstructed and operated in accordance with terms and conditions set forth in the various agreements in order to be eligiblefor the maximum annual tax credits, as defined in the tax credit guaranty agreement.




Incentive Management Fee


Commencing in 2008, the Partnership shall pay to the general partner, through the compliance period, an annual Incentive Management Fee equal to 40% of Net Operating Income. The Incentive Management Fee shall be payable from Net Operating Income in the manner and priority set forth in the Partnership Agreement. If the Incentive Management Fee is not paid in any year. it shall not accrue for payment in subsequent years.




Tax Credit Compliance Fee


Commencing in 2006, the Partnership shall pay to the general partner, through the compliance period, an annual tax credit compliance fee equal to40% of Net Operating Income. The tax credit compliance fee shall be payable from Net Operating Income in the manner and priority set forth in the Partnership Agreement. If the tax credit compliance fee is not paid in any year. it shall not accrue for payment in subsequent years.




Developer Fee Guaranty


Affiliates of the general partner have entered into a guaranty agreement whichguarantees the full and prompt payment of the developer fees when due.






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