10-K 1 n68k2003.txt ANNUAL REPORT - MARCH 31, 2003 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2003 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: 333-76435 WNC HOUSING TAX CREDIT FUND VI, L.P., Series 8 California 33-0761517 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626 (714) 662-5565 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ____No X ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| 1 Indicate by check mark whether the registrant is an accelerated filer. 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). 2 PART 1. Item 1. Business Organization WNC Housing Tax Credit Fund, VI, L.P., Series 8 (the "Partnership") was formed under the California Revised Limited Partnership Act on June 16, 1997 and commenced operations on November 17, 2000, the effective date of its public offering pursuant to the Securities and Exchange Commission's approval of the Partnership's Pre-Effective Amendment No. 5 to Form S-11 initially filed on July 16, 1999. The Partnership was formed to invest primarily in other limited partnerships or limited liability companies which will own and operate multifamily housing complexes that are eligible for low-income housing federal and, in certain cases, California income tax credits ("Low Income Housing Credit"). The general partner of the Partnership is WNC & Associates, Inc. ("Associates" or the "General Partner".) The chairman and president own substantially all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates, as the Partnership has no employees of its own. Pursuant to a registration statement filed with the Securities and Exchange Commission on June 23, 1997, the Partnership commenced a public offering of 25,000 units of Limited Partnership Interest ("Units"), at a price of $1,000 per Unit. Such offering is closed. As of March 31, 2002, the Partnership had received and accepted subscriptions for 9,814 Units in the amount of $9,807,585, net of volume and dealer discounts of $6,415. Holders of Units are referred to herein as "Limited Partners." Description of Business The Partnership's principal business objective is to provide its Limited Partners with Low Income Housing Credits. The Partnership's principal business therefore consists of investing as a limited partner or non-managing member in Local Limited Partnerships each of which will own and operate a multi-family housing complex (the "Housing Complexes") which will qualify for the Low Income Housing Credit. In general, under Section 42 of the Internal Revenue Code, an owner of low-income housing can receive the Low Income Housing Credit to be used to reduce Federal taxes otherwise due in each year of a ten-year period. In general, under Section 17058 of the California Revenue and Taxation Code, an owner of low-income housing can receive the Low Income Housing Credit to be used against California taxes otherwise due in each year of a four-year period. Each Housing Complex is subject to a fifteen-year compliance period (the "Compliance Period"), and under state law may have to be maintained as low income housing for 30 or more years. In general, in order to avoid recapture of Low Income Housing Credits, the Partnership does not expect that it will dispose of its interests in Local Limited Partnerships ("Local Limited Partnership Interests") or approve the sale by any Local Limited Partnership of its Housing Complex prior to the end of the applicable Compliance Period. Because of (i) the nature of the Housing Complexes, (ii) the difficulty of predicting the resale market for low-income housing 15 or more years in the future, and (iii) the ability of government lenders to disapprove of transfer, it is not possible at this time to predict whether the liquidation of the Partnership's assets and the disposition of the proceeds, if any, in accordance with the Partnership's Agreement of Limited Partnership, dated April 1, 1999 (the "Partnership Agreement"), will be able to be accomplished promptly at the end of the 15-year period. If a Local Limited Partnership is unable to sell its Housing Complex, it is anticipated that the local general partner ("Local General Partner") will either continue to operate such Housing Complex or take such other actions as the Local General Partner believes to be in the best interest of the Local Limited Partnership. Notwithstanding the preceding, circumstances beyond the control of the General Partner or the Local General Partners may occur during the Compliance Period, which would require the Partnership to approve the disposition of a Housing Complex prior to the end thereof, possibly resulting in recapture of Low Income Housing Credits. 3 As of March 31, 2003, the Partnership had invested in six Local Limited Partnerships. Each of these Local Limited Partnerships owns a Housing Complex that is eligible for the federal Low Income Housing Credit. Certain Local Limited Partnerships may also benefit from government programs promoting low- or moderate-income housing. Certain 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 Credit rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Credit s and the fractional recapture of Low Income Housing Credits already taken. In most cases the annual amount of Low Income Housing 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 profit. Accordingly, the Partnership may be unable to distribute any cash to its investors. Low Income Housing 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 Low Income Housing Credits, a fractional recapture of prior Low Income Housing 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 Credits and recapture of Low Income Housing 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 Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes. No trading market for the Units exists or is expected to develop. Investors may be unable to sell their Units except at a discount and should consider their Units to be a long-term investment. Individual investors will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners. Exit Strategy The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. WNC was one of the first in the industry to offer investments using the tax credit. Now these very first programs are completing their compliance period. 4 With that in mind, we are continuing our review of the Partnership's holdings, with special emphasis on the more mature properties including those that have satisfied the IRS compliance requirements. Our review will consider many factors including extended use requirements on the property (such as those due to mortgage restrictions or state compliance agreements), the condition of the property, and the tax consequences to the investors from the sale of the property. Upon identifying those properties with the highest potential for a successful sale, refinancing or syndication, we expect to proceed with efforts to liquidate those properties. Our objective is to maximize the investors' return wherever possible and, ultimately, to wind down those funds that no longer provide tax benefits to investors. To date no properties in the Partnership have been selected. Item 2. Properties Through its investments in Local Limited Partnerships, the Partnership holds limited partnership interests in the Housing Complexes. The following table reflects the status of the 6 Housing Complexes as of the dates and for the periods indicated: 5

---------------------------------- ----------------------------------------------- As of March 31, ~~2002~~2003 As of December 31, ~~2001~~2002 ---------------------------------- ----------------------------------------------- Partnership's Original Total Original Estimated Low Encumbrances ~~Total~~ Investment in Amount of ~~Low~~ Income of Local General Partner In Local Limited Investment Number Housing Limited Partnership Name Location Name Partnerships Paid to Date Ofof Units Occupancy Credits Partnerships ------------------------------------------------------------------------------------------------------------------------------------ ~~505 West Main, L.P. Vermillion,~~ Lewis fF. Weinberg, ~~South Dakota~~ Weinberg Investments, Inc. and Vermillion, Sioux Falls 505 West South Environmental ~~Access~~Main, L.P. Dakota Access,Inc. $ 1,178,000 $ 1,055,000 30 060% $ 1,592,000 $ ~~400~~1,807,000 River Valley Planning & Atkins Atkins, Development Terrace, L.P. ~~Atkins, River Valley Planning &~~ Arkansas ~~Development~~ Corporation 263,000 ~~147~~263,000 25 ~~100~~96% 360,000 ~~455~~752,000 ~~Broadway~~ Glenwood, ~~Glenwood~~ Planning & Broadway Glenwood, Development Terrace, L.P. Arkansas ~~Development~~ Corporation 205,000 ~~115~~205,000 1516 088% 281,000 ~~341~~589,000 Butler Plaza ~~Butler,~~ MBL ~~Development~~ Apartments, Butler, Development L.P. Missouri Company 891,000 ~~757~~891,000 20 ~~100~~95% 1,231,000 ~~144~~314,000 ~~TCM~~Twin ~~Haven~~City ~~Ltd.~~ College ~~Twin~~Housing ~~City~~TCM ~~Mission~~Haven Station, ~~Housing~~Mission Ltd. Texas Services Inc. 1,165,000 1,~~048~~165,000 24 8892% 1,504,000 ~~326~~324,000 Untitled ~~Development Memphis,~~ Harold E. Development Buehler, Sr., Co., Memphis, and Jo Ellen L.P. - 98.0 Tennessee ~~and Jo Ellen~~ Buehler 3,483,000 3,~~309~~409,000 101 80100% 4,613,000 1,~~883~~879,000 ------------ ----------- ----- ----- ----------- ------------ $ 7,185,000 $ 6,~~431~~988,000 ~~215~~216 ~~71.9~~89% $ 9,581,000 $3 5,~~549~~665,000 ============ =========== ===== ===== =========== ============

------------------------------------------------------------------------------------------------------------------~~-----~~ For the year ended December 31, ~~2001~~2002 Low Income Housing Credits ------------------------------------------------------------------------------------------------------------------~~------~~ ~~Net~~ Credits Allocated Year to be First Partnership Name Rental Income Net Income/(~~Loss~~loss) ~~Income~~ to Partnership ~~First~~ Available ------------------------------------------------------------------------------------------------------------------~~------~~ 505 West Main, L.P. $ -209,000 $ (174,000) 99.98% 2002 Atkins Terrace, L.P. 1393,000 17,000 99.98% 2002 Broadway Terrace, L.P. 660,000 ~~(13~~2,000) 99.98% 2002 Butler Plaza Apartments, L.P. -65,000 -(54,000) 99.98% 2001 TCM Haven Ltd. 35114,000 (536,000) 99.98% 2001 Untitled Development Co., L.P. - 98.0 ~~264~~425,000 81(125,000) 99.98% 2002 --------- ----------- $ ~~318~~966,000 $ 63(280,000) ========= ===========

7 Item 3. Legal Proceedings NONE Item 4. Submission of Matters to a Vote of Security Holders NONE PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Item 5a. (a) The Units are not traded on a public exchange but are being sold through a public offering. It is not anticipated that any public market will develop for the purchase and sale of any Unit. Units can be assigned only if certain requirements in the Partnership Agreement are satisfied. (b) At March 31, 2003, there were 486 Limited Partners. (c) The Partnership was not designed to provide cash distributions to Limited Partners in circumstances other than refinancing or disposition of its investments in Local Limited Partnerships. (d) No unregistered securities were sold by the Partnership during the year ended March 31, 2003. Item 5b. NOT APPLICABLE 8 Item 6. Selected Financial Data Selected balance sheet information for the Partnership is as follows:

~~Paid~~March or31 to------------------------------------------------- be2003 ~~Paid~~2002 to2001 ~~Paid~~------------- or------------- to------------- beASSETS ~~Affiliates~~Cash ~~Paid~~and tocash ~~Others~~equivalents ~~Total~~$ 663,747 $ 1,127,639 $ 2,108,647 Loans receivable - 100,000 - Subscriptions and notes receivable - - 333,194 Investments in limited partnerships, net 7,786,112 8,173,367 277,895 ----------- -- ------------- --------------- ~~Acquisition~~$ ~~Fees~~8,449,859 ~~through~~$ ~~3/31/2002~~9,401,006 $ ~~686~~2,~~980~~719,736 $============= -============= $============= ~~686,980~~LIABILITIES ~~Acquisition~~Payables ~~Costs~~to ~~through~~limited ~~3/31/2002~~partnerships ~~196~~$ 197,~~280~~347 -$ ~~196~~753,~~280~~283 ~~Reserves~~$ or- ~~available~~Accrued fees and expenses due to begeneral ~~invested~~partner -and 7affiliates 21,~~654~~606 12,~~965~~891 766,~~654~~858 PARTNERS' EQUITY 8,~~965~~230,906 8,634,832 2,652,878 --------------- --------------- --------------- ~~Total~~ $ ~~883~~8,~~260~~449,859 $ 79,~~654~~401,~~965~~006 $ 82,~~538~~719,~~225~~736 =============== =============== ===============

Selected results of operations, cash flows, and other information for the Partnership are as follows:

For the period from November 17, 2000 (date operations For the Years Ended commenced) March 31, to March 31, -------------------------------- ---------------- 2003 2002 2001 -------------- --------------- ---------------- ~~ASSETS~~Income ~~Cash~~(loss) ~~and~~from ~~cash~~operations ~~equivalents~~ $ 1(62,~~127,639~~536) $ 2(5,~~108,647~~249) ~~Loans~~$ ~~receivable 100~~2,~~000~~718 -Equity ~~Subscriptions~~in ~~and~~income ~~notes~~(loss) ~~receivable~~from ~~- 333,194 Investments in~~ limited partnerships, ~~net 8~~(341,~~173,367~~390) ~~277~~98,~~895~~083 - -------------- --------------- ---------------- Net income (loss) $ 9(403,~~401~~926) $ 92,~~006~~834 $ 2,~~719,736~~718 ============== =============== ================ ~~LIABILITIES~~Net ~~Payables~~income (loss) allocated to: ~~limited~~General ~~partnerships~~partner $ ~~753,283~~(404) $ -93 ~~Accrued~~$ ~~fees~~27 ~~and~~============== ~~expenses~~=============== ~~due~~================ toLimited ~~general~~partners ~~partner~~$ ~~and~~(403,522) ~~affiliates~~$ 1292,~~891~~741 66$ 2,~~858~~691 ~~PARTNERS'~~============== ~~EQUITY~~=============== ~~8,634,832~~================ ~~2,652,878~~Net ~~----------------~~income ~~---------------~~(loss) per limited partner unit $ (41.12) $ 11.48 $ 0.96 ============== =============== ================ Outstanding weighted limited partner units 9,~~401~~814 8,~~006~~081 $ 2,~~719,736~~803 ============== =============== ================

For the period from November 17, 2000 (date ~~For the year~~ operations ~~ended~~ commenced) to For the Years Ended March 31, ~~2002~~ March 31, -------------------------------- ---------------- 2003 2002 2001 -------------- --------------- ---------------- Net ~~income~~cash provided by (used in): Operating activities $ 92(23,~~834~~369) $ 30,989 $ 2,~~718~~257 ~~================~~Investing ~~================~~activities ~~Net~~(440,523) ~~income~~(7,198,031) ~~allocated~~(247,050) ~~to:~~Financing ~~General~~activities ~~partner~~- $6,186,034 932,353,440 $--------------- 27--------------- ~~================~~---------------- ~~================~~Net ~~Limited~~change ~~partners~~in $cash 92and cash equivalents (463,~~741~~892) $(981,008) 2,~~691~~108,647 ~~================~~Cash ~~================~~and ~~Net~~cash ~~income~~equivalents, ~~per~~beginning ~~limited~~of ~~partner~~period ~~unit~~1,127,639 2,108,647 - --------------- --------------- ---------------- Cash and cash equivalents, end of period $ ~~11.48~~663,747 $ ~~0.96~~1,127,639 ~~================~~$ 2,108,647 ================ ~~Outstanding weighted limited partner units 8,081 2,803~~ ================ ================

~~For~~Low ~~the~~Income ~~period~~Housing ~~from~~Credit ~~November~~per ~~17,~~Unit ~~2000~~was ~~(date~~as ~~For~~follows for the ~~year~~period ~~operations~~ ended ~~commenced)~~December ~~to March~~ 31,: 2002 ~~March 31,~~ 2001 ~~---------------~~2000 ---------------- ~~Net cash provided by (used in): Operating activities $ 30,989 $ 2,257 Investing activities (7,198,031) (247,050) Financing activities 6,186,034 2,353,440~~ --------------- ---------------- ~~Net~~Federal ~~change~~$ in75 ~~cash~~$ ~~and~~5 ~~cash~~$ ~~equivalents~~- ~~(981,008)~~State ~~2,108,647~~- ~~Cash and cash equivalents, beginning of period 2,108,647~~ - -~~--------------~~ ---------------- ~~Cash and cash equivalents, end of period $ 1,127,639 $ 2,108,647 =============== ================ Low Income Housing Credit per Unit was as follows for the period ended December 31: 2001 2000~~ --------------- ---------------- ~~Federal~~Total $ 575 $ ~~- State - - --------------- ---------------- Total $~~ 5 $ - =============== =============== ================

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, "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, our future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the low income housing tax credit property market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating results for any future period. Subsequent written and oral forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by cautionary statements in this Form 10-K and in other reports we filed with the Securities and Exchange Commission. The following discussion should be read in conjunction with the Financial Statements and the Notes thereto included elsewhere in this filing. 10 Critical Accounting Policies and Certain Risks and Uncertainties The Company 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 Company's reported financial results, and certain of the Partnership's risks and uncertainties. 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 Limited Partnerships The Partnership accounts for its investments in 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 or 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 a comparison of the carrying amount to future undiscounted net cash flows expected to be generated. If an investment is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the investment exceeds fair value. The accounting policies of the Local Limited Partnerships are generally consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment account and are being amortized over 30 years. Equity in losses of the Local Limited Partnerships for each year ended March 31 have been recorded by the Partnership based on nine months of reported results provided by the Local Limited Partnerships for each year ended December 31 and on three months of results estimated by management of the Partnership for each three-month period ended March 31. Management's estimate for the three-month period is based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in the operations of the Local Limited Partnerships. Equity in losses of the Local Limited Partnerships are recognized in the financial statements until the related investment account is reduced to a zero balance. Losses incurred after the investment account is reduced to zero are not recognized. 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. 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 income. Income Taxes No provision for income taxes has been recorded in the financial statements as any liability for income taxes is the obligation of the partners of the Partnership. Certain 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 Credit rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Credit s and the fractional recapture of Low Income Housing Credits already taken. In most cases the annual amount of Low Income Housing Credits that an individual can use is limited to the 11 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 profit. Accordingly, the Partnership may be unable to distribute any cash to its investors. Low Income Housing 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 Low Income Housing Credits, a fractional recapture of prior Low Income Housing 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 Credits and recapture of Low Income Housing 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 Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes. No trading market for the Units exists or is expected to develop. Investors may be unable to sell their Units except at a discount and should consider their Units to be a long-term investment. Individual investors will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners. 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 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 tax credits could occur. Financial Condition The Partnership's assets at March 31, 2003 consisted primarily of $664,000 in cash, investment in limited partnership of $7,786,000. Liabilities at March 31, 2003 consisted of $197,000 in payables to limited partnerships and $22,000 in advances and other payables due to the General Partner or affiliates. 12 Results of Operations Year Ended March 31, 2003 Compared to Year Ended March 31, 2002. The Partnership's net loss for the year ended March 31, 2003 was $(404,000) compared to net income of $93,000 experienced for the year ended March 31, 2002, reflecting a change of $(497,000). The change from net income to net loss is primarily due to equity in (loss) of limited partnerships of $(341,000) for the year ended March 31, 2003 compared to net income of $98,000 for the year ended March 31, 2002, along with a change in income (loss) from operations of $(57,000). The change in equity in income/(loss) of limited partnerships was mainly due to the completion of construction and rent-up activities of six Local Limited Partnerships. The increase in loss from operations was largely due to a decrease in interest income of $46,000, resulting from a decrease in cash which was used to invest the Local Limited Partnerships, and an increase in management fees of $11,000. Year Ended March 31, 2002 Compared to Period Ended March 31, 2001. The Partnership's net income for the year ended March 31, 2002 was $93,000 reflecting an increase of $90,000 from the net income of $3,000 experienced for the period ended March 31, 2001. The increase in net income is primarily due to equity in income of limited partnerships of $98,000 for the year ended March 31, 2002 compared to zero for the period ended March 31, 2001, offset with a change in income(loss) from operations of $8,000. The increase in equity in income of limited partnerships was mainly due to the addition of six Local Limited Partnerships. Liquidity and Capital Resources Year Ended March 31, 2003 Compared to Year Ended March 31, 2002. Net cash used during the year ended March 31, 2003 was $(464,000), compared to net cash used for the year ended March 31, 2002 of $(981,000). Net cash flows used in investing activities decreased by $6,757,000 to $(441,000) for the year ended March 31, 2003 from $(7,198,000), due primarily to a decrease in capital contributions paid to Local Limited Partnerships of $5,991,000. Net cash flows from financing activities decreased by $6,186,000 for the year ended March 31, 2003 as a result of the termination of the sale of Units during the year ended March 31, 2002. Net cash flows from operating activities decreased by $54,000 to net cash used by operating activities of $(23,000) for the year ended March 31, 2003 from net cash provided by operating activities of $31,000 for the year ended March 31, 2002 largely due to a decrease in interest income of $46,000. Year Ended March 31, 2002 Compared to Period Ended March 31, 2001. Net cash used during the year ended March 31, 2002 was $(981,000), compared to net cash provided for the period ended March 31, 2001 of $2,109,000. Net cash flows used in investing activities increased by $(6,951,000) to $(7,198,000) for the year ended March 31, 2002 from $(247,000), due primarily to an increase in capital contributions paid to Local Limited Partnerships of $6,732,000. Net cash flows from financing activities increased by $3,833,000 to net cash provided from financing activities of $6,186,000 for the year ended March 31, 2002 from net cash provided by financing activities of $2,353,000 for the period ended March 31, 2001 as a result of the sale of Units during the year ended March 31, 2002. Net cash flows from operating activities increased by $29,000 to net cash provided from operating activities of $31,000 for the year ended March 31, 2002 from net cash provided by operating activities of $2,000 for the period ended March 31, 2001. The Partnership expects its future cash flows, together with its net available assets at March 31, 2003, to be sufficient to meet all currently foreseeable future cash requirements. This excludes amounts owed to Associates by the Partnership disclosed below. Future Contractual Cash Obligations The following table summarizes our future contractual cash obligations as of March 31, 2003:

~~March~~2004 312005 2006 2007 2008 Thereafter Total --------- ---------- ---------- ~~2002 2001~~ ------------- ------------- ~~ASSETS Cash and cash equivalents $ 1,127,639 $ 2,108,647 Investments in limited partnerships, net (Notes 2 and 3) 8,173,367 277,895 Subscriptions and notes receivable (Note 8)~~ - ~~333,194 Loans receivable 100,000~~ - ---------~~----~~ ------------- Asset Management Fees (1) $ 941,~~401,006~~170 $ 223,~~719,736~~483 ~~=============~~$ ~~=============~~23,483 ~~LIABILITIES~~$ ~~AND~~23,483 ~~PARTNERS'~~$ ~~EQUITY~~23,483 ~~(DEFICIT) Liabilities: Payables to limited partnerships~~ $ ~~753~~1,~~283~~221,116 $ -1,356,218 ~~Accrued~~Capital ~~fees~~Contributions ~~and~~Payable ~~expenses~~to ~~due~~Lower toTier ~~General~~Partnerships ~~Partner~~197,347 ~~and~~- ~~affiliates~~- ~~(Note~~- 3)- ~~12,891~~- 66197,~~858~~347 --------- ---- ------ ------- ~~Total liabilities 766,174 66,858~~ --- ----------- ------------- Commitments and contingencies (Note 6) Partners' equity (deficit) (Note 8) General partner (369) (59) Limited partners (25,000 units authorized, 9,814 and 3,093 units outstanding at March 31, 2002 and 2001, respectively) 8,635,201 2,652,937 ------------- ------------- Total ~~partners'~~contractual ~~equity~~cash 8obligations $ 238,~~634~~517 $ 23,~~832~~483 2$ 23,~~652~~483 $ 23,~~878~~483 ~~-------------~~$ ~~-------------~~23,483 $ 91,~~401~~221,~~006~~116 $ 21,~~719~~553,~~736~~565 ========= ========== ========== =========== =========== =========== ============

13 (1) Asset Management Fees are payable annually until termination of the Partnership, which is to occur no later than 2060. The estimate of the fees payable included herein assumes the retention of the Partnership's interest in all Housing Complexes until 2060. Amounts due to the General Partner as of March 31, 2003 have been included in the 2004 column. For additional information on our Asset Management Fees and Capital Contributions Payable to Lower Tier Partnerships, see Notes 3 and 6 to the financial statements included elsewhere herein. Exit Strategy The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. WNC was one of the first in the industry to offer investments using the tax credit. Now these very first programs are completing their compliance period. With that in mind, we are continuing our review of the Partnership's holdings, with special emphasis on the more mature properties including those that have satisfied the IRS compliance requirements. Our review will consider many factors including extended use requirements on the property (such as those due to mortgage restrictions or state compliance agreements), the condition of the property, and the tax consequences to the investors from the sale of the property. Upon identifying those properties with the highest potential for a successful sale, refinancing or syndication, we expect to proceed with efforts to liquidate those properties. Our objective is to maximize the investors' return wherever possible and, ultimately, to wind down those funds that no longer provide tax benefits to investors. To date no properties in the Partnership have been selected. Impact of New Accounting Pronouncements In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations", which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred with the associated asset retirement costs being capitalized as a part of the carrying amount of the long-lived asset. SFAS No. 143 also includes disclosure requirements that provide a description of asset retirement obligations and reconciliation of changes in the components of those obligations. The statement is effective for fiscal years beginning after June 15, 2002. The Partnershp does not expect the adoption of SFAS No. 143 to have a material effect on the Partnerhip's financial position or results of operations. In August 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of Long-Lived Assets," which addresses accounting and financial reporting for the impairment or disposal of long-lived assets. This standard was effective for the Partnership's financial statements beginning January 1, 2002. The implementation of SFAS No. 144 did not have a material impact on the Partnership's financial position or results of operations. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinded three previously issued statements and amended SFAS No. 13, "Accounting for Leases." The statement provides reporting standards for debt extinguishments and provides accounting standards for certain lease modifications that have economic effects similar to sale-leaseback transactions. The statement is effective for certain lease transactions occurring after May 15, 2002 and all other provisions of the statement shall be effective for financial statements issued on or after May 15, 2002. The implementation of SFAS No. 145 did not have a material impact on the Partnership's financial position or results of operations. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which updates accounting and reporting standards for personnel and operational restructurings. The Partnership adopted SFAS No. 146 for exit, disposal or other restructuring activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on the Partnership's financial position or results of operations. 14 In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The adoption of FIN 45 did not have a material impact on the Partnership's finacial position or results of operations. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment to SFAS No. 123." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method on accounting for stock-based employee compensation. The implementation of SFAS No. 148 is not expected to have a material effect on the Partnership's financial position or results of operations. In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." The adoption of FIN 46 did not have a material impact on the Partnership's financial position or results of operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk NONE. Item 8. Financial Statements and Supplementary Data 15 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -------------------------------------------------- To the Partners WNC Housing Tax Credit Fund VI, L.P., Series 8 We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund VI, L.P., Series 8 (a California Limited Partnership) (the "Partnership") as of March 31, 2003 and 2002, and the related statements of operations, partners' equity (deficit) and cash flows for the years ended March 31, 2003 and 2002, and for the period November 17, 2000 (date operations commenced) through March 31, 2001. 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 audits. A significant portion of the financial statements of the limited partnerships in which the Partnership is a limited partner were audited by other auditors whose reports have been furnished to us. As discussed in Note 3 to the financial statements, the Partnership accounts for its investments in limited partnerships using the equity method. The portion of the Partnership's investment in limited partnerships audited by other auditors represented 80% and 69% of the total assets of the Partnership at March 31, 2003 and 2002, respectively, and 100% and 100% of the Partnership's equity in losses of limited partnerships for the years ended March 31, 2003 and 2002, respectively. Our opinion, insofar as it relates to the amounts included in the financial statements for the limited partnerships which were audited by others, is based solely on the reports of the other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 includes 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 and the reports of the other auditors 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 VI, L.P., Series 8 (a California Limited Partnership) as of March 31, 2003 and 2002, and the results of its operations and its cash flows for the years ended March 31, 2003 and 2002, and for the period November 17, 2000 (date operations commenced) through March 31, 2001, in conformity with accounting principles generally accepted in the United States of America. /s/ BDO SEIDMAN, LLP Costa Mesa, California June 17, 2003 16 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) BALANCE SHEETS

~~For The Period November 17, 2000 (Date Operations For the year Commenced) ended through~~ March 31, ~~2002 March 31, 2001~~ ----------------------------- 2003 2002 ------------- ~~Interest~~------------- ~~income~~ASSETS Cash and cash equivalents $ 58663,~~186~~747 $ 1,127,639 Investments in limited partnerships, net (Notes 3 and 4) 7,786,112 8,~~800~~173,367 Loan receivable (Note 2) - 100,000 -------------~~---~~ -------------~~-----~~ ~~Operating~~$ ~~expenses:~~8,449,859 ~~Amortization~~$ ~~(Notes~~9,401,006 2============= ~~and~~============= 3LIABILITIES AND PARTNERS' EQUITY (DEFICIT) ~~22,605~~Liabilities: ~~475~~Payables ~~Asset~~to ~~management~~limited ~~fees~~partnerships ~~(Note~~$ 3)197,347 11$ 753,~~820~~283 -Accrued ~~Legal~~fees and ~~accounting~~expenses ~~22,840~~due -to ~~Other~~General 6Partner and affiliates (Note 4) 21,~~170~~606 512,~~607~~891 -------------~~----~~ -------------~~-----~~ Total ~~operating~~liabilities ~~expenses 63~~218,~~435~~953 6766,~~082~~174 -------------~~----~~ -------------~~-----~~ ~~Income~~Commitments and contingencies (~~loss~~Note 6) ~~from~~Partners' ~~operations~~equity (5deficit) (Note 8) General partner (773) (369) Limited partners (25,~~249~~000 units authorized, 9,814 units outstanding) 28,~~718~~231,679 8,635,201 -------------~~----~~ -------------~~-----~~ ~~Equity~~Total inpartners' ~~income~~equity of8,230,906 ~~limited partnerships (Note 2) 98~~8,~~083~~634,832 - ------------~~-----~~ -------------~~-----~~ ~~Net income~~ $ 928,~~834 $ 2~~449,~~718~~859 ~~================= ================== Net income allocated to: General partner~~ $ ~~93 $ 27 ================= ================== Limited partners $ 92~~9,~~741 $ 2~~401,~~691~~006 =============~~====~~ =============~~===== Net income per limited partner unit $ 11.48 $ 0.96 ================= ================== Outstanding weighted limited partner units 8,081 2,803 ================= ==================~~

See accompanying notes to financial statements 17 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) STATEMENTS OF OPERATIONS For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001

~~General~~For ~~Limited~~the ~~Total~~period ~~Partner~~November ~~Partners~~17, 2000 (date operations commenced) For the Years Ended through March 31, to March 31, --------------- ----------------- ---------------- ~~Contribution~~2003 ~~from~~2002 ~~General~~2001 ~~Partner~~-------------- ~~and~~--------------- ~~initial~~---------------- ~~limited~~Interest ~~partner~~income on$ ~~November 17~~12,647 ~~2000~~ $ ~~100~~58,186 $ 18,~~000~~800 $Other 1income 6,~~100~~000 ~~Sale~~- of- ~~limited~~------------- ~~partnership~~-------------- ~~units~~----------------- 18,647 ~~net~~58,186 of8,800 ~~discounts~~------------- of-------------- ~~$1,750~~ ----------------- ~~3,091,250~~Operating ~~3,091,250~~expenses: ~~Sale~~Amortization of(Notes ~~limited~~3 ~~partnership~~and ~~units~~4) ~~issued~~30,452 ~~for~~22,605 ~~promissory~~475 ~~notes~~Asset ~~receivable~~management fees (Note 84) ~~- (45~~23,~~000)~~483 ~~(45~~11,~~000)~~820 ~~Offering~~- ~~expenses~~Legal ~~(186)~~and ~~(397~~accounting 17,~~004)~~785 ~~(397~~22,~~190)~~840 ~~Net~~- ~~income~~Other 279,463 26,~~691~~170 25,~~718~~607 --------------- -------------- ----------------- ~~Partners'~~Total ~~equity~~operating ~~(deficit)~~expenses ~~at March 31~~81,183 ~~2001 (59) 2~~63,~~652,937~~435 26,~~652,878~~082 ~~Sale~~------------- of-------------- ~~limited~~----------------- ~~partnership~~Income ~~units,~~(loss) ~~net~~from ofoperations ~~discounts of $4~~(62,~~665~~536) ~~- 6~~(5,~~716,335~~249) 62,~~716,335~~718 ~~Offering~~Equity ~~expenses~~in ~~(403)~~income (~~871,812~~loss) ~~(872,215) Collection~~ of ~~promissory~~limited ~~notes~~partnerships ~~receivable~~ (Note 83) ~~- 45~~(341,~~000~~390) 4598,~~000~~083 ~~Net~~- ~~income 93 92,741 92,834~~ --------------- -------------- ----------------- ~~Partners'~~Net ~~equity~~income (~~deficit~~loss) at$ ~~March~~(403,926) 31$ 92,834 ~~2002~~$ 2,718 ============= ============== ================= Net income (loss) allocated to: General partner $ (~~369~~404) $ 893 $ 27 ============= ============== ================= Limited partners $ (403,~~635~~522) $ 92,~~201~~741 $ 82,~~634,832~~691 ============= ============== ================= Net income (loss) per limited partner unit $ (41.12) $ 11.48 $ 0.96 ============= ============== ================= Outstanding weighted limited partner units 9,814 8,081 2,803 ============= ============== =================

See accompanying notes to financial statements 18 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) STATEMENTS OF PARTNERS' EQUITY (DEFICIT) For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001

~~For~~General ~~The~~Limited ~~Period~~Partner ~~November~~Partners ~~17,~~Total ~~2000 (Date Operations For the year Commenced) ended through March 31, 2002 March 31, 2001~~ --------------- -------------- --------------- ~~Cash~~Contribution ~~flows~~ from ~~operating~~General ~~activities:~~Partner ~~Net~~and ~~income~~initial $limited 92partner on November 17,~~834~~ 2000 $ ~~2,718~~100 ~~Adjustments~~$ to1,000 ~~reconcile~~$ ~~net~~1,100 ~~income~~Sale toof ~~net~~limited ~~cash~~partnership ~~provided~~units, bynet ~~operating~~of ~~activities:~~discounts ~~Amortization~~of 22$1,~~605~~750 ~~475~~- ~~Equity~~3,091,250 in3,091,250 ~~income~~Sale of limited ~~partnerships~~partnership ~~(98,083)~~units -issued ~~Change~~for inpromissory ~~interest~~notes receivable (Note 8) - (~~194~~45,000) ~~Change~~(45,000) inOffering ~~due~~expenses to(186) ~~general~~(397,004) ~~partner~~(397,190) ~~and~~Net ~~affiliates~~income 1327 2,~~633~~691 ~~(742)~~2,718 ----------------- --------------~~----~~ ~~Net cash provided by operating activities 30,989 2,257~~ ----------------- ~~------------------~~Partners' ~~Cash~~equity ~~flows~~(deficit) ~~from~~at ~~investing~~March ~~activities:~~31, ~~Investments~~2001 in(59) ~~limited partnerships~~2,652,937 ~~net (6~~2,~~431~~652,~~914)~~878 -Sale ~~Capitalized~~of ~~acquisition~~limited ~~costs~~partnership ~~and fees (666~~units,~~117)~~ ~~(247,050)~~net ~~Loan~~of ~~receivable~~discounts ~~(100~~of $4,~~000)~~665 - ~~-----------------~~6,716,335 ~~------------------~~6,716,335 ~~Net~~Offering ~~cash~~expenses ~~used~~(403) ~~in investing activities~~ (7871,~~198,031~~812) (~~247~~872,~~050~~215) ~~-----------------~~Collection ~~------------------~~of ~~Cash~~promissory ~~flows~~notes ~~from~~receivable ~~financing~~(Note ~~activities:~~8) ~~Capital~~- ~~contributions 7~~45,~~094,529~~000 245,~~714,350~~000 ~~Offering~~Net ~~expenses~~income ~~(908~~93 92,~~495)~~741 ~~(360~~92,~~910)~~834 ----------------- --------------~~----~~ ~~Net cash provided by financing activities 6,186,034 2,353,440~~ ----------------- ~~------------------~~Partners' ~~Net~~equity ~~increase~~ (~~decrease~~deficit) inat ~~cash~~March ~~and~~31, ~~cash~~2002 ~~equivalents~~ (~~981,008~~369) 28,~~108~~635,~~647~~201 ~~Cash and cash equivalents~~8,634,832 ~~beginning~~Net ofloss ~~period~~(404) 2(403,~~108~~522) (403,~~647~~926) - -------------- --- ----------- --------------- ~~Cash~~Partners' ~~and~~equity ~~cash~~(deficit) ~~equivalents~~at March 31, ~~end~~2003 of$ ~~period~~(773) $ 18,~~127~~231,~~639~~679 $ 28,~~108~~230,~~647~~906 ================= ==============~~====~~ ~~SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Taxes paid $ 800 $ -~~ ===============~~== ==================~~

See accompanying notes to financial statements 19 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) STATEMENTS OF CASH FLOWS For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001

For The Period November 17, 2000 (Date Operations Commenced) For the ~~year~~years ~~Commenced)~~ ended through March 31, ~~2002~~ March 31, ------------------------------- ------------------ 2003 2002 2001 -------------- ------------- ------------------ ~~Investments~~Cash ~~per~~flows ~~balance~~from ~~sheet,~~operating ~~beginning~~activities: ofNet ~~period~~income (loss) $ ~~277~~(403,~~895~~926) $ 92,834 $ 2,718 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Amortization 30,452 22,605 475 Equity in (income)/loss of limited partnerships 341,390 (98,083) - ~~Capital~~Change ~~contributions~~in ~~paid~~interest receivable - - (194) Change in accrued fees and expenses due to general partner and affiliates 8,715 ~~net~~13,633 6(742) -------------- ------------- ------------------ Net cash (used in) provided by operating activities (23,~~431~~369) 30,~~914~~989 2,257 -------------- ~~Capital~~------------- ~~contributions~~------------------ ~~payable~~Cash ~~753~~flows from investing activities: Investments in limited partnerships,~~283~~ net (440,523) (6,431,914) - Capitalized acquisition ~~fees~~costs and ~~costs~~fees ~~634~~- (666,~~797~~117) ~~278~~(247,~~370~~050) ~~Equity~~Loan receivable - (100,000) - -------------- ------------- ------------------ Net cash used in ~~income~~investing ofactivities ~~Limited~~(440,523) ~~Partnerships~~(7,198,031) 98(247,~~083~~050) -------------- ~~Amortization~~------------- of------------------ ~~paid~~Cash ~~acquisition~~flows ~~fees~~from ~~and~~financing ~~costs~~activities: Capital contributions - 7,094,529 2,714,350 Offering expenses - (22908,~~605~~495) (~~475~~360,910) -------------- ------------- ------------------ Net cash provided by financing activities - 6,186,034 2,353,440 -------------- ~~Investments~~------------- ------------------ Net increase (decrease) in ~~limited~~cash ~~partnerships~~and cash equivalents (463,892) (981,008) 2,108,647 Cash and cash equivalents, beginning of period 1,127,639 2,108,647 - -------------- ------------- ------------------ Cash and cash equivalents, end of period $ 8663,~~173~~747 $ 1,~~367~~127,639 $ ~~277~~2,~~895~~108,647 ============== ============= ================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Taxes paid $ 800 $ 800 $ - ============== ============= ==================

See accompanying notes to financial statements 20 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --------------------------------------------------- Organization ------------ WNC Housing Tax Credit Fund VI, L.P., Series 8, a California Limited Partnership (the "Partnership"), was formed on June 16, 1997 under the laws of the state of California, and commenced operations on November 17, 2000, the effective date of its public offering pursuant to the Securities and Exchange Commission's approval of the Partnership's Post Effective Amendment No. 5 to Form S-11 initially filed on July 16, 1999. Prior to November 17, 2000, the Partnership was considered a development-stage enterprise. The Partnership was formed to invest primarily in other limited partnerships and limited liability companies (the "Local Limited Partnerships") which own and operate multi-family housing complexes (the "Housing Complexes") that are eligible for low income housing credits. The local general partners (the "Local General Partners") of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complex. The general partner is WNC & Associates, Inc. ("WNC") (the "General Partner"), a California limited partnership. The chairman and president own substantially all of the outstanding stock of WNC. The business of the Partnership is conducted primarily through WNC, as the Partnership has no employees of its own. The Partnership shall continue in full force and effect until December 31, 2060, 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 at $1,000 per Unit ("Units"). As of March 31, 2002, 9,814 Units, representing subscriptions in the amount of $9,807,585, net of dealer discounts of $6,370 and volume discounts of $45, had been accepted. The General Partner has a 0.1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and tax credits. The limited partners will be allocated the remaining 99.9% interest in proportion to their respective investments. After the limited partners have received proceeds from a sale or refinancing equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partner has received proceeds equal to its capital contribution and a subordinated disposition fee (as described in Note 3) 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. 21 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 1 - 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 Credit rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Credits and the fractional recapture of Low Income Housing Credits already taken. In most cases the annual amount of Low Income Housing 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 profit. Accordingly, the Partnership may be unable to distribute any cash to its investors. Low Income Housing 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 Low Income Housing Credits, a fractional recapture of prior Low Income Housing 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 Credits and recapture of Low Income Housing 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 Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes. No trading market for the Units exists or is expected to develop. Investors may be unable to sell their Units except at a discount and should consider their Units to be a long-term investment. Individual investors will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners. 22 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- Exit Strategy ------------- The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. WNC was one of the first in the industry to offer investments using the tax credit. Now these very first programs are completing their compliance period. With that in mind, the Partnership is continuing to review the Partnership's holdings, with special emphasis on the more mature properties including those that have satisfied the IRS compliance requirements. The Partnership's review will consider many factors including extended use requirements on the property (such as those due to mortgage restrictions or state compliance agreements), the condition of the property, and the tax consequences to the investors from the sale of the property. Upon identifying those properties with the highest potential for a successful sale, refinancing or syndication, the Partnership expects to proceed with efforts to liquidate those properties. The Partnership's objective is to maximize the investors' return wherever possible and, ultimately, to wind down those funds that no longer provide tax benefits to investors. To date no properties in the Partnership have been selected. Method of Accounting for Investments in Limited Partnerships ------------------------------------------------------------ The Partnership accounts for its investments in 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 a comparison of the carrying amount to future undiscounted net cash flows expected to be generated. If an investment is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the investment exceeds fair value. The accounting policies of the Local Limited Partnership's are generally consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment account and are being amortized over 30 years (Notes 3 and 4). Equity in income and equity in losses of limited partnerships for the years ended March 31, 2003 and 2002 have been recorded by the Partnership based on nine months of reported results provided by the Local Limited Partnerships and on three months of results estimated by management of the Partnership. Management's estimate for the three-month period is based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in the operations of the Local Limited Partnerships. Equity in losses from the Local Limited Partnerships allocated to the Partnership will not be recognized to the extent that the investment balance would be adjusted below zero. As soon as the investment balance reaches zero, amortization of the related costs of acquiring the investment are accelerated to the extent of losses available (see Note 3). Offering Expenses ----------------- Offering expenses consist of underwriting commissions, legal fees, printing, filing and recordation fees, and other costs incurred in connection with selling limited partnership interests in the Partnership. The General Partner is obligated to pay all offering and organization costs in excess of 4% (excluding sales commissions and the dealer manager fee) of the total offering proceeds. Offering expenses are reflected as a reduction of partners' capital and amounted to $1,269,405, $1,269,405 and $397,190 as of March 31, 2003, 2002 and 2001. 23 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- 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 remaining maturities of three months or less when purchased to be cash equivalents. The Partnership had no cash equivalents at the end of all periods presented. Concentration of Credit Risk ---------------------------- At March 31, 2003, the Partnership maintained cash balances at certain financial institutions in excess of the federally insured maximum. Net Income Per Limited Partner Unit ----------------------------------- Net income per limited partner unit is calculated pursuant to Statement of Financial Accounting Standards No. 128, Earnings Per Share. Net income per unit includes no dilution and is computed by dividing income available to limited partners by the weighted average number of units outstanding during the period. Calculation of diluted net income per unit is not required. Reporting Comprehensive Income ------------------------------ The Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income established standards for the reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Partnership had no items of other comprehensive income during the years ended March 31, 2003, 2002 and the period ended March 31, 2001, as defined by SFAS No. 130. New Accounting Pronouncements ----------------------------- In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations", which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred with the associated asset retirement costs being capitalized as a part of the carrying amount of the long-lived asset. SFAS No. 143 also includes disclosure requirements that provide a description of asset retirement obligations and reconciliation of changes in the components of those obligations. The statement is effective for fiscal years beginning after June 15, 2002. The Partnershp does not expect the adoption of SFAS No. 143 to have a material effect on the Partnerhip's financial position or results of operations. In August 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of Long-Lived Assets," which addresses accounting and financial reporting for the impairment or disposal of long-lived assets. This standard was effective for the Partnership's financial statements beginning January 1, 2002. The implementation of SFAS No. 144 did not have a material impact on the Partnership's financial position or results of operations. 24 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinded three previously issued statements and amended SFAS No. 13, "Accounting for Leases." The statement provides reporting standards for debt extinguishments and provides accounting standards for certain lease modifications that have economic effects similar to sale-leaseback transactions. The statement is effective for certain lease transactions occurring after May 15, 2002 and all other provisions of the statement shall be effective for financial statements issued on or after May 15, 2002. The implementation of SFAS No. 145 did not have a material impact on the Partnership's financial position or results of operations. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which updates accounting and reporting standards for personnel and operational restructurings. The Partnership adopted SFAS No. 146 for exit, disposal or other restructuring activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on the Partnership's financial position or results of operations. In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The adoption of FIN 45 did not have a material impact on the Partnership's finacial position or results of operations. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment to SFAS No. 123." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method on accounting for stock-based employee compensation. The implementation of SFAS No. 148 is not expected to have a material effect on the Partnership's financial position or results of operations. In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." The adoption of FIN 46 did not have a material impact on the Partnership's financial position or results of operations. NOTE 2 - LOANS RECEIVABLE ------------------------- Loans receivable represent amounts loaned by the Partnership to certain Local Limited Partnerships in which the Partnership may invest. These loans are generally applied against the first capital contribution due if the Partnership ultimately invests in such entities. In the event that the Partnership does not invest in such entities, the loans are to be repaid with interest at a rate which is equal to the rate charged to the holder. At March 31, 2002, a loan receivable of $100,000 was due from one Local Limited Partnership. During 2003 the loan was offset against capital contributions due to that Local Limited Partnership. NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS -------------------------------------------- As of March 31, 2003, the Partnership has acquired limited partnership interests in six Local Limited Partnerships, each of which owns one Housing Complex consisting of an aggregate of 216 apartment units. The respective Local General Partners of the Local Limited Partnerships manage the day-to-day operations of the entities. Significant Local Limited Partnership business decisions require approval from the Partnership. The Partnership, as a limited partner, is generally entitled to 99.98%, as specified in the Local Limited Partnership agreements, of the operating profits and losses, taxable income and losses and tax credits of the Local Limited Partnerships. 25 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued ------------------------------------------------------- The Partnership's investments in limited partnerships as reflected in the balance sheets at March 31, 2003 and 2002, are approximately $996,000 and $1,899,000, respectively, greater than the Partnership's equity as shown in the Local Limited Partnerships' combined financial statements. This difference is primarily due to acquisition, selection, and other costs related to the acquisition of the investments which have been capitalized in the Partnership's investment account and to capital contributions payable to the limited partnerships which were netted against partner capital in the Local Limited Partnerships' financial statements. The Partnership's investment is also lower than the Partnership's equity as shown in the Local Limited Partnership's combined financial statements due to the estimated losses recorded by the Partnership for the three-month period ended March 31. Equity in losses of the Local Limited Partnerships is recognized in the financial statements until the related investment account is reduced to a zero balance. Losses incurred after the investment account is reduced to zero are not recognized. 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. Distributions 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 income. As of March 31, 2003, no investment accounts in Local Limited Partnerships had reached a zero balance. Following is a summary of the equity method activity of the investments in Local Limited Partnerships for the periods presented:

~~COMBINED~~For ~~CONDENSED~~The ~~BALANCE~~Period ~~SHEET~~November ~~2001~~17, ~~------------------~~2000 ~~ASSETS Buildings and improvements~~ (~~net~~Date ofOperations ~~accumulated depreciation for 2001 of $85,000~~Commenced) $For ~~6,273,000~~The ~~Land~~Years ~~383,000~~Ended ~~Construction~~through inMarch ~~progress~~31 ~~3,467,000~~March ~~Other~~31 ~~assets 845,000~~ ------------------ ~~$ 10,968,000 ================== LIABILITIES AND PARTNERS' EQUITY Mortgage and construction loans payable $ 3,549,000 Other liabilities (including payables to affiliates for 2001 of $601,000) 795,000~~ ----------- ------- ~~4,344,000~~ ------------- 2003 2002 2001 ----- ~~PARTNERS' CAPITAL WNC Housing Tax Credit Fund VI, L.P., Series 8 6,274,000 Other partners 350,000~~ -------- ------------- ~~6,624,000~~ -------------------- Investments per balance sheet, beginning of period $ 108,~~968~~173,~~000~~367 ~~==================~~$ ~~COMBINED~~277,895 ~~CONDENSED~~$ ~~STATEMENT~~- OFCapital ~~OPERATIONS~~contributions ~~2001~~paid, net - 6,431,914 - Capital contributions payable - 753,283 -~~--------------~~ ~~Revenues~~Tax $credit ~~339~~adjustment (15,~~000~~413) - -~~----------------~~ ~~Expenses:~~Capitalized ~~Operating~~acquisition ~~expenses~~fees ~~117~~and costs - 634,~~000~~797 ~~Interest~~278,370 ~~expense~~Equity 74in income (losses) of limited partnerships (341,~~000~~390) ~~Depreciation~~98,083 - Amortization of paid acquisition fees and ~~amortization~~costs 85(30,~~000~~452) (22,605) (475) ------------- ------------- ~~Total expenses 276,000~~ -------------------- ~~Net~~Investments ~~income~~in $limited 63partnerships,~~000~~ ~~==================~~end ~~Net~~of ~~income~~period ~~allocable~~$ to7,786,112 ~~the~~$ ~~Partnership~~8,173,367 $ 63277,~~000~~895 ============= ============= ~~Net income recorded by the Partnership $ 98,000~~ ====================

26 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued ------------------------------------------------------- The financial information from the individual financial statements of the Local Limited Partnerships include rental and interest subsidies. Rental subsidies are included in total revenues and interest subsidies are generally netted against 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 are as follows: COMBINED CONDENSED BALANCE SHEETS

~~March~~2002 312001 ------------------ ------------------ ASSETS Buildings and improvements (net of accumulated depreciation for 2002 and 2001 of $455,000 and $85,000) $ 9,488,000 $ 6,273,000 Land 502,000 383,000 Construction in progress 3,814,000 3,467,000 Other assets 601,000 845,000 ------------------ ------------------ ~~Acquisition fees payable~~ $ -14,405,000 $ 2410,~~360~~968,000 ~~Acquisition~~================== ~~expenses~~================== ~~payable~~LIABILITIES -AND ~~6,960~~PARTNERS' ~~Organizational,~~EQUITY ~~offering~~Mortgage and ~~selling~~construction ~~costs~~loans payable -$ 205,~~880~~665,000 ~~Commissions~~$ ~~payable~~3,549,000 -Due 15to affiliates 447,~~400~~000 ~~Asset~~601,000 ~~management~~Other ~~fees~~liabilities ~~payable~~477,000 11194,~~820~~000 ------------------ ~~Reimbursements~~------------------ ~~for~~6,589,000 ~~expenses~~4,344,000 ~~paid~~------------------ by------------------ ~~the~~PARTNERS' ~~General~~CAPITAL ~~Partner~~WNC orHousing anTax ~~affiliate~~Credit Fund VI, L.P., Series 8 6,790,000 6,274,000 Other partners 1,~~071~~026,000 ~~(742)~~350,000 ------------------ ------------------ ~~Total~~7,816,000 6,624,000 ------------------ ------------------ $ 1214,~~891~~405,000 $ 6610,~~858~~968,000 ================== ==================

COMBINED CONDENSED STATEMENTS OF OPERATIONS

~~The following is a summary of the quarterly operations for the year ended March 31,~~ 2002: ~~June~~2001 ~~30 September 30 December 31 March 31~~ ------------------ ------------------ Revenues $ 982,000 $ 339,000 --------------- --- ------------ ~~2002~~ ------ ~~Income~~Expenses: $Operating 12expenses 589,000 ~~$ 21~~117,000 $Interest 18expense 301,000 ~~$ 7~~74,000 ~~Operating~~Depreciation ~~expenses~~and ~~(6,000)~~amortization ~~(21~~372,000) ~~(17~~85,000) ~~(19,000)~~ --------------- ---~~------------~~ --------------- ---~~------------~~ ~~Equity~~Total inexpenses ~~income (losses) of limited partnerships - (17~~1,~~000) (36~~262,000) ~~151~~276,000 --------------- ---~~------------~~ --------------- ---~~------------~~ Net income (loss) $ ~~6,000 $~~ (17280,000) $ ~~(35~~63,000) ~~$ 139,000~~ =============== ===~~============~~ =============== ===~~============~~ ~~Income~~Net income (loss) ~~available~~allocable to ~~limited~~the ~~partner~~Partnership $ ~~6,000 $~~ (17257,000) $ ~~(35~~63,000) ~~$ 139,000~~ =============== ===~~============~~ =============== ===~~============~~ ~~Earnings~~Net income (loss) ~~per~~recorded ~~limited~~by ~~partnership~~the ~~unit~~Partnership $ ~~1 $~~ (2341,000) $ ~~(4)~~98,000 ~~$ 16~~ =============== ===~~============~~ =============== ===~~============~~

27 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued ------------------------------------------------------- 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 tax credits could occur. NOTE 4 - RELATED PARTY TRANSACTIONS ----------------------------------- Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or their affiliates for the following items: Acquisition fees of 7% of the gross proceeds from the sale of Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships. As of March 31, 2003 and 2002, the Partnership incurred acquisition fees of $686,980 and $686,980, respectively, which have been included in investments in limited partnerships. Accumulated amortization of these capitalized costs was $40,352 and $17,444 as of March 31, 2003 and 2002, respectively. Acquisition costs of 2% of the gross proceeds from the sale of Units as full reimbursement of costs incurred by the General Partner in connection with the acquisition of Local Limited Partnerships. As of March 31, 2002 and 2001, the Partnership incurred acquisition costs of $196,280 and $196,280, respectively, which have been included in investments in limited partnerships. Accumulated amortization was $11,707 and $5,159 as of March 31, 2003 and 2002, respectively. An annual asset management fee not to exceed 0.2% of the invested assets (defined as the Partnership's capital contributions plus reserves of the Partnership of up to 5% of gross proceeds plus its allocable percentage of the mortgage for the life of the Partnership) of the Local Limited Partnerships. Management fees of $23,483 and $11,820 were incurred during the years ended March 31, 2003 and 2002, respectively, of which $17,616 and $0 were paid, respectively. A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a return on investment (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. The accrued fees and expenses due to General Partner and affiliates consist of the following:

~~-------------------------------------- -------------------------------------------------- As of~~ March 31, ~~2002 As of December 31, 2001~~ ----------------------------------~~----~~ ~~--------------------------------------------------~~2003 ~~Partnership's~~2002 Total Investment Amount of Encumbrances in Local Limited Investment of Local Limited Property and Accumulated Net Book Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value --------------- ---------------~~------------------------------------------------------------------------------------------------------~~ ~~505~~Asset ~~West~~management ~~Main,~~fee ~~L.P.~~payable ~~Vermillion, South Dakota~~ $ 117,~~178,000~~687 $ 111,~~055,000~~820 $Reimbursements ~~400,000~~for $expenses ~~1,523,000~~paid -by ~~$1,523,000~~the ~~Atkins~~General ~~Terrace,~~Partner ~~L.P.~~or ~~Atkins,~~an ~~Arkansas~~affiliate ~~263,000 147,000 455,000 589,000 $ (~~3,~~000)~~919 ~~586,000 Broadway Terrace, L.P. Glenwood, Arkansas 205,000 115,000 341,000 454,000 (2,000) 452,000 Butler Plaza Apartments, L.P. Butler, Missouri 891,000 757,000 144,000~~ 1,~~348,000~~071 - ~~1,348,000 TCM Haven Ltd. College Station, Texas 1,165,000 1,048,000 326,000 1,490,000 (19,000) 1,471,000 Untitled Development Memphis, Co., L.P.~~ -~~98.0 Tennessee 3,483,000 3,309,000 1,883,000 4,804,000 (61,000) 4,743,000~~ ------------ -~~---------~~ ----------- ----~~--------~~ ~~---------- ------------~~ $ 721,~~185,000~~606 $~~6,431,000~~ ~~$ 3~~12,~~549,000~~891 ~~$ 10,208,000 $ (85,000) $ 10,123,000~~ ============ ===~~=======~~ =========== ====~~======== ========== ============~~

28 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) ----------------------------------------------------

~~-------------------------------------------------------------------------------~~The ~~For~~following is a summary of the ~~year~~quarterly operations for the years ended ~~December~~March 31, 2003 and 2002: June 30 September 30 December 31 March 31 --------------- --------------- --------------- --------------- 2003 ----~~---------------~~ ~~Year~~Income ~~Rental~~$ ~~Net~~5,000 ~~Income~~$ ~~Investment~~4,000 ~~Estimated~~$ ~~Useful~~2,000 ~~Life~~$ ~~Partnership~~8,000 ~~Name~~Operating ~~Income~~expenses (~~Loss~~20,000) ~~Acquired~~(19,000) ~~Status~~(21,000) (~~Years~~21,000) ~~-----------------------------------------------------------------~~Equity ~~---------------------------------------------------~~in ~~Under~~income ~~505~~(losses) ~~West~~of ~~Main,~~limited ~~L.P.~~partnerships -16,000 $ (1114,000) ~~2001 Construction~~ (40,000) ~~2002~~(203,000) ~~Under~~Net ~~Construction/~~income ~~Atkins~~(loss) ~~Terrace~~1,000 ~~L.P.~~(129,000) ~~$ 13~~(59,000) 1(216,000) ~~2001~~Income ~~Rehabilitation~~(loss) 30available ~~2002~~to ~~Under~~limited ~~Broadway~~partner ~~Terrace~~1,000 ~~L.P.~~(129,000) 6(59,000) (13216,000) ~~2001~~Loss ~~Construction~~per 30limited partnership unit - (13) (6) (22) 2002 ~~Butler~~---- ~~Plaza~~Income ~~Apartments~~$ 12,000 ~~L.P.~~$ -21,000 -$ ~~2001~~18,000 ~~Completed~~$ ~~2001~~7,000 ~~TCM~~Operating ~~Haven~~expenses ~~Ltd.~~(6,000) 35(21,000) (517,000) ~~2001~~(19,000) ~~Completed~~Equity 40in ~~2001~~losses ~~Untitled~~of ~~Development~~limited ~~Co.~~partnerships - (17,000) ~~L.P.~~(36,000) -151,000 ~~Under~~Net ~~98.0~~income ~~264~~(loss) 6,000 81(17,000) ~~2001~~(35,000) ~~Construction~~139,000 ~~27.5~~Income ~~2002~~(loss) ~~---------~~available ~~--------~~to $limited ~~318~~partner 6,000 $(17,000) 63(35,000) ~~=========~~139,000 ~~========~~Earnings (loss) per limited partnership unit 1 (2) (4) 16

NOTE 6 - PAYABLES TO LIMITED PARTNERSHIPS ----------------------------------------- Payables to limited partnerships represent amounts which are due at various times based on conditions specified in the respective limited partnership agreements. These contributions are payable in installments and are generally due upon the limited partnerships achieving certain development and operating benchmarks (generally within two years of the Partnership's initial investment). NOTE 7 - INCOME TAXES --------------------- No provision for income taxes has been recorded in the accompanying financial statements, as any liability for income taxes is the obligation of the partners of the Partnership. 29 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Years Ended March 31, 2003 and 2002, and For The Period November 17, 2000 (Date Operations Commenced) through March 31, 2001 NOTE 8 - SUBSCRIPTIONS AND NOTES RECEIVABLE ------------------------------------------- As of March 31, 2001, the Partnership had received subscriptions for 3,093 units which included subscriptions receivable of $333,000 and promissory notes of $45,000. Limited partners who subscribed for ten or more units of limited partnerships interest ($10,000) could elect to pay 50% of the purchase price in cash upon subscription and the remaining 50% by the delivery of a promissory note payable, together with interest at a rate equal to the three month treasury bill rate as of the date of execution of the promissory note, due no later than 13 months after the subscription date. The promissory notes were collected in full during 2002. From April 1, 2001 through September 3, 2001 the date of closing the fund, the Partnership received subscriptions for an additional 6,721 Units, for which it has received net cash totaling $9,807,585. There were no notes receivable outstanding at March 31, 2002. 30

In addition to Wilfred N. Cooper, Sr., the directors of Associates are Wilfred N. Cooper, Jr., David N. Shafer, and Kay L. Cooper. The principal shareholder of Associates is a trust established by Wilfred N. Cooper, Sr. Wilfred N. Cooper, Sr., age 72, 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. Mr. Cooper is a Life Director of the National Association of Home Builders and a National Trustee for NAHB's Political Action Committee, and the Chairman of NAHB's Multifamily Council. He is a Director of the National Housing Conference and a member of NHC's Executive Committee, 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 40, is President, Chief Executive Officer, Secretary and a Director and a member of the Acquisition Committee of Associates. He is President of, and a registered principal with, WNC Capital Corporation, and is a Director 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 LIHC Monthly Report, a Steering Member of the Housing Credit --------------- ------------------- Group of the National Association of Home Builders, an Alternate Director of NAHB, a member of the Advisory Board of the New York State Association for Affordable Housing and a member of the Urban Land Institute. 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. 31 David N. Shafer, age 50, is Executive Vice President, a Director, Director of Asset Management and a member of the Acquisition Committee of Associates, and a Director 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 President of the California Council of Affordable Housing, and a member of the State Bar of California. Mr. Shafer graduated from the University of California at Santa Barbara in 1978 with a Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris Doctor degree cum laude and from the University of San Diego in 1986 with a Master of Law degree in Taxation. Sylvester P. Garban, age 57, is Senior Vice President - Institutional Investments of Associates. Mr. Garban has been involved in real estate investment activities since 1978. Before joining Associates in 1989, he served as Executive Vice President with MRW, Inc., a real estate development and management firm. Mr. Garban is a member of the National Association of Affordable Housing Lenders and the Financial Planning Association. He graduated from Michigan State University in 1967 with a Bachelor of Science degree in Business Administration. David C. Turek, age 48, is Senior Vice President - Originations of Associates. His experience with real estate investments and finance has continued since 1976, and he has been employed by Associates since 1996. Previously, from 1995 to 1996, Mr. Turek served as a consultant for a national tax credit sponsor where he was responsible for on-site feasibility studies and due diligence analyses of tax credit properties. From 1992 to 1995 he served as Executive Vice President for Levcor, Inc., a multi-family development company, and from 1990 to 1992 he served as Vice President for the Paragon Group where he was responsible for tax credit development activities. He is a Director of the National Housing and Rehabilitation Association, the Rural Rental Housing Association of Texas, and the Alabama Council of Affordable Rental Housing. Mr. Turek graduated from Southern Methodist University in 1976 with a Bachelor of Business Administration degree. Thomas J. Riha, age 47, is Vice President - Chief Financial Officer and a member of the Acquisition Committee of Associates and 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 Director of the Task Force on Housing Credit Certification of the National Association of Home Builders. 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. Michael J. Gaber, age 37, is Vice President - Acquisitions and a member of the Acquisition Committee of Associates. Mr. Gaber has been involved in real estate acquisition, valuation and investment activities since 1989 and has been associated with Associates since 1997. Prior to joining Associates, he was involved in the valuation and classification of major assets, restructuring of debt and analysis of real estate taxes with H.F. Ahmanson & Company, parent of Home Savings of America. Mr. Gaber graduated from the California State University, Fullerton in 1991 with a Bachelor of Science degree in Business Administration - Finance. Diemmy T. Tran, age 37, is Vice President - Portfolio Management of Associates. She is responsible for overseeing portfolio management and investor reporting for all WNC funds, and for monitoring investment returns for all WNC institutional funds. Ms. Tran has been involved in real estate asset management and finance activities for 12 years. Prior to joining Associates in 1998, Ms. Tran served as senior asset manager for a national Tax Credit sponsor and as an asset specialist for the Resolution Trust Corporation where she was responsible for the disposition and management of commercial loan and REO portfolios. Ms. Tran is licensed as a California real estate broker. She graduated from California State University, Northridge in 1989 with a Bachelor of Science degree in finance and a minor in real estate. J. Brad Hurlbut, age 43, is Director of Syndications of Associates. He is responsible for the financial structuring of WNC's institutional funds. Mr. Hurlbut has 20 years of experience in real estate investment and development. Prior to joining WNC in 2000, he served as corporate controller for Great Western Hotels Corporation. Mr. Hurlbut has been an enrolled agent licensed to practice before the IRS since 1984. He graduated from the University of Redlands in 1981 with a Bachelor of Science degree in business management and from California State University, Fullerton in 1985 with a Master of Science degree in taxation. 32 Kay L. Cooper, age 66, is a Director of Associates. Mrs. 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. Mrs. Cooper graduated from the University of Southern California in 1958 with a Bachelor of Science degree. (f) Involvement in Certain Legal Proceedings ---------------------------------------- Inapplicable. (g) Promoters and Control Persons ----------------------------- Inapplicable. (h) Audit Committee Financial Expert -------------------------------- Neither the Partnership nor Associates has an audit committee. Item 11. Executive Compensation The Partnership has no officers, employees, or directors. However, under the terms of the Partnership Agreement the Partnership is obligated to the General Partner or its affiliates for the following fees: (a) Organization and Offering Expenses. The Partnership accrued or paid the General Partner or its affiliates as of March 31, 2003, 2002 and 2001 approximately $1,269,000, $1,269,000 and $397,000 for selling commissions and other fees and expenses of the Partnership's offering of Units. Of the total accrued or paid, approximately $681,000, $681,000 and $212,000 as of March 31, 2003, 2002 and 2001 was paid or to be paid to unaffiliated persons participating in the Partnership's offering. (b) Acquisition Fees. Acquisition fees in an amount equal to 7.0% of the gross proceeds of the Partnership's Offering ("Gross Proceeds"). As of March 31, 2003 and 2002 the aggregate amount of acquisition fees paid or accrued was approximately $687,000 and $687,000. (c) Acquisition Expense. The Partnership reimbursed the General Partner for acquisition expenses in an amount equal to 2% of the Gross Proceeds, pursuant to the terms of the partnership agreement. As of March 31, 2003 and 2002, the aggregate amount of acquisition fees paid or accrued was approximately $196,000 and $196,000. (d) Annual Asset Management Fee. An annual asset management fee in an amount equal to 0.2% of the Invested Assets of the Partnership. "Invested Assets" is defined as the sum of the Partnership's Investment in Local Limited Partnerships and the Partnership's allocable share of the amount of the mortgage loans and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Fees were approximately $23,000, $12,000 and $0 for the years ended March 31, 2003, 2002 and for the period November 17, 2000 (date of operations commenced) through March 31, 2001. (e) Operating Expenses. The Partnership reimbursed the General Partner or its affiliates for operating expenses of approximately $19,840, $208,362 and $6,348 during the year ended March 31, 2003, 2002 and for the period November 17, 2000 (date operations commenced) through March 31, 2001, expended by such persons on behalf of the Partnership. (f) Subordinated Disposition Fee. A subordinated disposition fee in an amount equal to 1% of the sale price received in connection with the sale or disposition of an Apartment Complex or Local Limited Partnership Interest. Subordinated disposition fees will be subordinated to the prior return of the Limited Partners' capital contributions and payment of the Return on Investment to the Limited Partners. "Return on Investment" means an annual, cumulative but not compounded, "return" to the Limited Partners (including Low Income Housing Credits) as a class on their adjusted capital contributions commencing for each Limited Partner on the last day of the calendar quarter during which the Limited Partner's capital contribution is received by the Partnership, calculated at the following rates: (i) 11% through 33 December 31, 2010, and (ii) 6% for the balance of the Partnerships term. No disposition fees have been paid. (g) Interest in Partnership. The General Partner receives 0.1% of the Low Income Housing Credits which approximated $735, $49 and $0 for the years ended December 31, 2002, 2001 and 2000. The General Partners are also entitled to receive 0.1% of cash distributions. There were no distributions of cash to the General Partner during the years ended March 31, 2003, 2002 and the period November 17, 2000 (date operations commenced) through March 31, 2001. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (a) Securities Authorized for Issuance Under Equity Compensation Plans ------------------------------------------------------------------- Inapplicable (b) Security Ownership of Certain Beneficial Owners ----------------------------------------------- No person is known to own beneficially in excess of 5% of the outstanding Units. (c) Security Ownership of Management -------------------------------- Neither the General Partner, its affiliates, nor any of the officers or directors of the General Partner or its affiliates own directly or beneficially any Units in the Partnership. (d) Changes in Control ------------------ The management and control of the General Partner and of Associates may be changed at any time in accordance with their respective organizational documents, without the consent or approval of the Limited Partners. In addition, the Partnership Agreement provides for the admission of one or more additional and successor General Partners in certain circumstances. First, with the consent of any other General Partners and a majority-in-interest of the Limited Partners, any General Partner may designate one or more persons to be successor or additional General Partners. In addition, any General Partner may, without the consent of any other General Partner or the Limited Partners, (i) substitute in its stead as General Partner any entity which has, by merger, consolidation or otherwise, acquired substantially all of its assets, stock or other evidence of equity interest and continued its business, or (ii) cause to be admitted to the Partnership an additional General Partner or Partners if it deems such admission to be necessary or desirable so that the Partnership will be classified a partnership for Federal income tax purposes. Finally, a majority-in-interest of the Limited Partners may at any time remove the General Partner of the Partnership and elect a successor General Partner. Item 13. Certain Relationships and Related Transactions 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. Item 14. Controls and Procedures Associates, on behalf of the Partnership, maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission ("SEC") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can 34 provide only reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their most recent evaluation, which was completed within 90 days of the filing of this Annual Report on Form 10-K, our Principal Executive Officer and Principal Financial Officer believe that our disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as amended) are effective. There were no significant changes in internal controls or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation. 35 PART IV. Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a)(1) Financial statements included in Part II hereof: ------------------------------------------------ Report of Independent Certified Public Accountants Balance Sheets, March 31, 2003 and 2002 Statements of Operations for the years ended March 31, 2003 and 2002, and for the period November 17, 2000 (Date Operations Commenced) through March 31, 2001 Statements of Partners' Equity (Deficit) for the years ended March 31, 2003 and 2002, and for the period November 17, 2000 (Date Operations Commenced) through March 31, 2001 Statements of Cash Flows for the years ended March 31, 2003 and 2002, and for the period November 17, 2000 (Date Operations Commenced) through March 31, 2001 Notes to Financial Statements (a)(2) Financial statement schedule included in Part IV hereof: -------------------------------------------------------- Report of Independent Certified Public Accountants on Financial Statement Schedules Schedule III - Real Estate Owned by Local Limited Partnerships (b) Reports on Form 8-K. -------------------- NONE. (c) Exhibits. --------- 3.1 First Amended and Restated Agreement of Limited Partnership dated as of September 3, 2000 filed as Exhibit 3.1 to Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 filed on September 18, 2000 is hereby incorporated herein by reference as Exhibit 3.1. 10.1 Escrow Agreement filed as Exhibit 10.1 to Pre-Effective Amendment No. 3 to the Registration Statement on Form S-11 filed on August 18, 1999 is hereby incorporated herein by reference as Exhibit 10.1. 10.2 Amended and Restated Agreement of Limited Partnership of Butler Plaza Apts., II L.P. filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 19, 2001 is hereby incorporated herein by reference as Exhibit 10.2. 10.3 Second Amended and Restated Agreement of Limited Partnership of United Development Co., L.P. - 98.0 filed as Exhibit 10.1 to the Current Report on Form 8-K dated June 6, 2001 is hereby incorporated herein by reference as Exhibit 10.3. 10.4 Amended and Restated Agreement of Limited Partnership of 505 West Main Limited Partnership filed as Exhibit 10.2 to the Current Report on Form 8-K dated June 6, 2001 is hereby incorporated herein by reference as Exhibit 10.4. 10.5 First Amendment to the Amended and Restated Agreement of Limited Partnership of TCM Haven, Limited Partnership filed in Post-Effective Amendment dated November 27, 2001 is hereby incorporated herein by reference as Exhibit 10.5. 10.6 First Amendment to the Amended and Restated Agreement of Limited Partnership of Atkins Terrace Limited Partnership filed in Post-Effective Amendment dated November 27, 2001 is hereby incorporated herein by reference as Exhibit 10.6. 10.7 First Amendment to the Amended and Restated Agreement of Limited Partnership of Broadway Terrace Limited Partnership filed in Post-Effective Amendment dated November 27, 2001 is hereby incorporated herein by reference as Exhibit 10.7. 36 99.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith) 99.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith) 99.3 Financial Statements of United Development Co., L.P., 98.0, as of and for the year ended December 31, 2001 together with Independent Auditors Report thereon; filed as exhibit 99.3 on Form 10-K dated March 31, 2002; a significant subsidiary of the Partnership. 99.4 Financial Statements of United Development Co., L.P., 98.0, as of and for the year ended December 31, 2002 together with Independent Auditors Report thereon; a significant subsidiary of the Partnership. (filed herewith) 37 Report of Independent Certified Public Accountants on Financial Statement Schedules To the Partners WNC Housing Tax Credit Fund VI, L.P., Series 8 The audits referred to in our report dated June 17, 2003, relating to the 2003, 2002 and 2001 financial statements of WNC Housing Tax Credit Fund VI, L.P., Series 8 (the "Partnership"), which are contained in Item 8 of this Form 10-K, included the audit of the accompanying financial statement schedules. The financial statement schedules, listed in Item 14(a)2, are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statement schedules based upon our audits. In our opinion, such financial statement schedules present fairly, in all material respects, the information set forth therein. /s/ BDO SEIDMAN, LLP Costa Mesa, California June 17, 2003 38 WNC Housing Tax Credit Fund VI, L.P., Series 8 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2003

39 WNC Housing Tax Credit Fund VI, L.P., Series 8 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2003

40 WNC Housing Tax Credit Fund VI, L.P., Series 8 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2002

41 WNC Housing Tax Credit Fund VI, L.P., Series 8 Schedule III Real Estate Owned by Local Limited Partnerships March 31, 2002

42 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 VI, L.P., SERIES 8 By: WNC & Associates, Inc., General Partner By: /s/ Wilfred N. Cooper, Jr. -------------------------- Wilfred N. Cooper, Jr., President of WNC & Associates, Inc. Date: August 7, 2003 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: August 7, 2003 By: /s/ Thomas J. Riha ------------------- Thomas J. Riha, Vice-President - Chief Financial Officer of WNC & Associates, Inc. (principal financial officer and principal accounting officer) Date: August 7, 2003 By: /s/ Wilfred N. Cooper, Sr. -------------------------- Wilfred N. Cooper, Sr., Chairman of the Board of WNC & Associates, Inc. Date: August 7, 2003 By: /s/ David N. Shafer ------------------- David N Shafer, Director of WNC & Associates, Inc. Date: August 7, 2003 43 CERTIFICATIONS I, Wilfred N. Cooper, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of WNC HOUSING TAX CREDITS FUND VI, L.P., Series 8; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the periods in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 7, 2003 /s/ Wilfred N. Cooper, Jr. --------------------------- [Signature] Chairman and Chief Executive Officer of WNC & Associates, Inc. 44 CERTIFICATIONS I, Thomas J. Riha, certify that: 1. I have reviewed this annual report on Form 10-K of WNC HOUSING TAX CREDITS FUND VI, L.P., Series 8; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the periods in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 7, 2003 /s/ Thomas J. Riha ------------------- [Signature] Vice-President - Chief Financial Officer of WNC & Associates, Inc. 45

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