UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[X] QUARTERLY~~For ~~REPORT~~the ~~PURSUANT~~quarterly TOperiod ~~SECTION 13~~ended ORJune ~~15(d)~~30, ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~2013

For the quarterly period ended December 31, 2012

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ~~__________~~ ___________

Commission file number: 0-24855

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

California	33-0745418
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

17782 Sky Park Circle
Irvine, CA	92614-6404
(Address of principal executive offices)	(Zip Code)

(714) 662-5565

(Telephone number)

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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

INDEX TO FORM 10 – -Q

For the Quarterly Period Ended ~~December~~June 3130, ~~2012~~ 2013

PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Balance Sheets As of December 31, 2012 and March 31, 2012		F-1
		Condensed Balance Sheets As of June 30, 2013 and March 31, 2013	F-1
		Condensed Statements of Operations For the Three and Nine Months Ended December 31, 2012 and 2011		F-2
		Condensed Statements of Operations For the Three Months Ended June 30, 2013 and 2012	F-2
		Condensed Statement of Partners’ Equity (Deficit) For the Nine Months Ended December 31, 2012		F-3
		Condensed Statement of Partners’ Equity (Deficit) For the Three Months Ended June 30, 2013	F-3
		Condensed Statements of Cash Flows For the Nine Months Ended December 31, 2012 and 2011		F-4
		Condensed Statements of Cash Flows For the Three Months Ended June 30, 2013 and 2012	F-4
		Notes to Condensed Financial Statements	F-5	~~F-5~~
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3	3
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	4	5
	Item 4.	Controls and Procedures	5	5
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	6	7
	Item 1A.	Risk Factors	6	7
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6	7
	Item 3.	Defaults Upon Senior Securities	6	7
	Item 4.	Mine Safety Disclosures	6	7
	Item 5.	Other Information	6	7
	Item 6.	Exhibits	6	7
	Signatures		7	8

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

CONDENSED BALANCE SHEETS

(unaudited)

	December 31, 2012			March 31, 2012
	June 30, 2013			March 31, 2013
ASSETS
Cash	$	2717,~~007~~009		$	2227,~~005~~618
Investments in Local Limited Partnerships, net (Notes 2 and 3)		-			-
Total Assets	$	27,007		$	22,005
Other assets		17,830			16,350
Total Assets	$	34,839		$	43,968
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT)
Liabilities:
Accrued fees and expenses due to General Partner and affiliates (Note 3)	$	1,138,954		$	1,059,790
Accounts payable		-			10,609
Total Liabilities		1,138,954			1,059,790
Accrued fees and expenses due to
General Partner and affiliates (Note 3)	$	1,272,786			1,170,183
Total Liabilities		1,272,786			1,180,792
Partners’ Equity (Deficit):
General Partner		32,~~895~~636			43,~~637~~647
Limited Partners (25,000 Partnership Units authorized; 25,000 Partnership Units issued and outstanding)		(1,115,842	)		(1,042,422	)
Limited Partners (25,000 Partnership Units authorized; 24,903 Partnership Units issued and outstanding)		(1,240,583	)		(1,140,471	)
Total Partners’ Equity (Deficit)		(1,~~111~~237,947	)		(1,~~037~~136,~~785~~824	)
Total Liabilities and Partners’ Equity (Deficit)	$	2734,~~007~~839		$	2243,~~005~~968

See accompanying notes to condensed financial statements

F-1

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS

For the Three ~~and Nine~~ Months Ended ~~December 31~~June 30, ~~2012~~ 2013 and ~~2011~~2012

(unaudited)

	2012						2011
	2013			2012
	Three Months			~~Nine~~Three Months			~~Three Months~~			~~Nine Months~~
Reporting fees	$	-		$	-		$	2,200		$	2,200
Operating expenses:
Total operating income		-			-			2,200			2,200
Asset management fees (Note 3)	$	12,110		$	15,146
Operating expenses:
Legal and accounting fees		83,589			33,970
Asset management fees (Note 3)		12,110			41,390			15,146			45,438
Other		5,424			4,440
Legal and accounting fees		4,479			43,734			13,117			42,714
Total operating expenses		101,123			53,556
Other		1,653			13,354			8,825			20,937
Loss from operations		(101,123	)		(53,556	)
Total operating expenses		18,242			98,478			37,088			109,089
Net loss	$	(101,123	)	$	(53,556	)
Loss from operations		(18,242	)		(98,478	)		(34,888	)		(106,889	)
Net loss allocated to:
Gain on sale of Local Limited Partnerships		-			24,314			-			-
General Partner	$	(1,011	)	$	(536	)
Interest income		1			2			1			4
Limited Partners	$	(100,112	)	$	(53,020	)
Net loss	$	(18,241	)	$	(74,162	)	$	(34,887	)	$	(106,885	)
Net loss per Partnership Unit	$	(4	)	$	(2	)
Net loss allocated to:
Outstanding weighted Partnership Units		24,903			25,000
General Partner	$	(182	)	$	(742	)	$	(348	)	$	(1,069	)
Limited Partners	$	(18,059	)	$	(73,420	)	$	(34,539	)	$	(105,816	)
Net loss per Partnership Unit	$	(1	)	$	(3	)	$	(1	)	$	(4	)
Outstanding weighted Partnership Units		25,000			25,000			25,000			25,000

See accompanying notes to condensed financial statements

F-2

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

CONDENSED STATEMENT OF PARTNERS’ EQUITY (DEFICIT)

For the ~~Nine~~Three Months Ended ~~December~~June 3130, ~~2012~~2013 (unaudited)

(unaudited)


	General			Limited
	Partner			Partners			Total

Partners’ equity (deficit) at March 31, 2013	$	3,647		$	(1,140,471	)	$	(1,136,824	)

Net loss		(1,011	)		(100,112	)		(101,123	)

Partners’ equity (deficit) at June 30, 2013	$	2,636			(1,240,583	)		(1,237,947	)

	General			Limited
	Partner			Partners			Total
Partners’ equity (deficit) at March 31, 2012	$	4,637		$	(1,042,422	)	$	(1,037,785	)
Net loss		(742	)		(73,420	)		(74,162	)
Partners’ equity (deficit) at December 31, 2012	$	3,895		$	(1,115,842	)	$	(1,111,947	)

See accompanying notes to condensed financial statements

F-3

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~December~~June 3130, ~~2012~~2013 and ~~2011~~2012

(unaudited)

	2012			2011
	2013			2012
Cash flows from operating activities:
Net loss	$	(74101,~~162~~123	)	$	(~~106~~53,~~885~~556	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of Local Limited Partnerships		(24,314	)		-
Increase in other assets		(1,480	)		-
Decrease in accrued expenses		-			(3,940	)
Decrease in accounts payable		(10,609	)		-
Increase in accrued fees and expenses due to General Partner and affiliates		79102,~~164~~603			~~103~~53,~~029~~556
Net cash used in operating activities		(19,312	)		(7,796	)
Net cash used in operating activities:		(10,609	)		-
Cash flows from investing activities:
Net decrease in cash		(10,609	)		-
Proceeds from sale of investments in Local Limited Partnerships		24,314			-
Cash, beginning of period		27,618			22,005
Net cash provided by investing activities		24,314			-
Cash, end of period	$	17,009		$	22,005
Net increase (decrease) in cash		5,002			(7,796	)
Cash, beginning of period		22,005			29,800
Cash, end of period	$	27,007		$	22,004
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
General Partner equity balance was increased and accrued fees and expenses due to the General Partner was decreased as a result of forgiveness of debt by the General Partner.	$	-		$	80,000

See accompanying notes to condensed financial statements

F-4

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Quarterly Period Ended ~~December~~June 3130, ~~2012~~2013

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, ~~2013~~2014. For further information, refer to the financial statements and footnotes thereto included in the Partnership’s annual report on Form 10-K for the fiscal year ended March 31, ~~2012~~2013.

Organization

WNC Housing Tax Credit Fund VI, L.P., Series 5, a California Limited Partnership (the “Partnership”), was formed on March 3, 1997 under the laws of the State of California. The Partnership was formed to acquire limited partnership interests in other limited partnerships (“Local Limited Partnerships”) which own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal ~~low~~ low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complexes. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

WNC & Associates, Inc. is the general partner of the Partnership (the “General Partner” or “Associates”). The chairman and president owns 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.

The Partnership shall continue to be in full force and effect until December 31, 2052 unless terminated prior to that date pursuant to the partnership agreement or law.

The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.

The Partnership Agreement authorized the sale of up to 25,000 units of limited partnership interest (“Partnership Units”) at $1,000 per Partnership Unit. The offering of Partnership Units has concluded and 25,000 Partnership Units, representing subscriptions in the amount of $24,918,175, net of of discounts of $54,595 for volume purchases and dealer discounts of $27,230 had been accepted. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. As of June 30, 2013, a total of 24,903 Partnership Units remain outstanding. The investors in the Partnership (“Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments.

The proceeds from the disposition of any of the Local Limited Partnership properties will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the Partnership. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership. Should such distributions occur, the Limited Partners will be entitled to receive distributions equal to their capital contributions and their return on investment (as defined in the partnership agreement) and the General Partner would then be entitled to receive proceeds equal to its capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

F-5

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2012~~2013

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The proceeds from the disposition of any of the Local Limited Partnership properties will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the Partnership. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership. Should such distributions occur, the Limited Partners will be entitled to receive distributions equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partner would then be entitled to receive proceeds equal to its capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

Risks and Uncertainties

An investment in the Partnership and the Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks. These risks may impact the tax benefits of an investment in the Partnership, and the amount of proceeds available for distribution to the Limited Partners, if any, on liquidation of the Partnership’s investments. Some of those risks include the following:

The Low Income Housing Tax Credit rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction. Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.

The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years (the “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax ~~Credits~~ Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the Limited Partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes. The Partnership does not anticipate being allocated any Low Income Housing Tax Credits from the Local Limited Partnerships in the future.

F-6

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2012~~2013

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

~~The~~All ~~ability~~ of ~~Limited~~the ~~Partners~~Low toIncome ~~claim~~Housing ~~tax~~Tax Credits ~~losses~~anticipated ~~from~~to ~~the~~be ~~Partnership~~realized isfrom ~~limited. The IRS may audit~~ the ~~Partnership or a~~ Local Limited ~~Partnership~~Partnerships ~~and~~have ~~challenge~~been ~~the~~realized. ~~tax treatment~~The ofPartnership ~~tax~~does ~~items.~~not ~~The~~anticipate ~~amount~~being ofallocated any Low Income Housing Tax Credits ~~and~~from ~~tax losses allocable to~~ the Local Limited ~~Partners~~Partnerships ~~could~~in ~~be reduced if~~ the ~~IRS were successful in such a challenge~~future. ~~The~~Until ~~alternative~~all ~~minimum~~Local ~~tax~~Limited ~~could~~Partnerships ~~reduce tax benefits from an investment~~have incompleted the ~~Partnership.~~15 ~~Changes~~year inLow ~~tax~~Income ~~laws~~Housing ~~could~~Tax ~~also~~Credit ~~impact~~Compliance ~~the~~Period, ~~tax~~risks ~~benefits~~exists ~~from~~for anpotential ~~investment~~recapture inof ~~the~~prior ~~Partnership~~Low ~~and/or the value~~Income ofHousing ~~the~~Tax ~~Housing~~Credits ~~Complexes~~received.

~~Anticipated~~The ~~future~~Partnership ~~and~~currently ~~existing~~has ~~cash~~insufficient ~~resources~~working ofcapital ~~the Partnership are not sufficient~~ to ~~pay~~fund ~~existing~~its ~~liabilities of the Partnership~~operations. ~~However,~~Associates ~~substantially~~has ~~all~~agreed ~~of the existing liabilities of the Partnership are payable~~ to ~~the~~continue ~~General~~providing ~~Partner~~advances ~~and/or~~sufficient ~~their~~enough ~~affiliates. Though the amounts payable~~ to ~~the~~fund ~~General Partner and/or its affiliates are contractually currently payable,~~ the ~~Partnership anticipates that~~operations ~~the General Partner~~ and~~/or~~ ~~its~~working ~~affiliates will not require the payment of these contractual obligations until~~ capital ~~reserves~~ ~~are~~requirements ~~in excess~~ of the ~~aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the~~ Partnership. ~~The~~through ~~Partnership~~August ~~would~~31, ~~be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason~~2014.

~~The~~Anticipated future and existing cash resources of the Partnership ~~currently~~are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing ~~has~~liabilities ~~insufficient~~of ~~working~~the ~~capital~~Partnership are payable to ~~fund~~the General Partner and/or its ~~operations~~affiliates. ~~Associates~~Though ~~has~~the ~~agreed~~amounts payable to ~~continue~~the ~~providing~~General Partner ~~advances~~and/or ~~sufficient~~its ~~enough to~~affiliates ~~fund~~are contractually currently payable, the ~~operations~~Partnership anticipates that the General Partner and/or its ~~working~~affiliates will not require the payment of these contractual obligations until capital ~~requirements~~reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. ~~through~~The ~~February~~Partnership would ~~28,~~be ~~2014~~adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their ~~Partnership~~Partnerships Units except at a discount and should consider their ~~Partnership~~Partnerships Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.

Exit Strategy

The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.

Upon the sale of a Local Limited Partnership ~~Interest~~interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met. ~~As of December 31, 2012, three of the Housing Complexes have completed their 15-year Compliance Period.~~

With that in mind, the General Partner is continuing its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership. Local Limited Partnership interests may be disposed of any time by the General Partner in its discretion. While liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of ~~December~~June 30, 2013. As of March 31, ~~2012~~2013 six Housing Complexes had completed their 15 year Compliance Period.

F-7

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2012~~2013

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

As of March 31, ~~2012~~2013, the Partnership ~~had~~ had sold its Local Limited Partnership Interest in Murfreesboro Villas, L.P., Concord Apartment Partners, L.P., Chillicothe ~~Plaza~~ Plaza Apartments, L.P., ~~and~~ Enhance, L. P., El Reno Associates (El Reno) and Austin Gateway Ltd.

~~During~~As ~~the~~of June ~~nine~~30, ~~months~~2013, ~~ended~~Bradley ~~December 31~~Villas, ~~2012 the Local Limited Partnership Interest in El Reno Housing Associates~~ L.P. ~~“El Reno” was sold to an affiliate for $31~~,~~000. El~~ ~~Reno~~Hillcrest ~~was appraised for $1~~Heights,~~960,000~~ ~~and had a mortgage note balance of $3~~L.P.,~~305,749~~ asHughes ~~of December 31~~Villas, ~~2011~~L. ~~The Partnership incurred $3~~P.,~~500~~ inMark ~~appraisal~~Twain ~~expenses~~Senior ~~and $1~~Community,~~991~~ ~~of legal expenses which were netted against the proceeds from the sale in calculating the gain on the sale~~L. ~~The Partnership’s investment balance was zero at the time of sale; therefore a gain of $25~~P.,~~509~~ ~~was recorded~~Spring ~~during~~Valley ~~the~~Terrace ~~six~~Apartments, ~~months~~LLC, ~~ended~~United ~~September~~Development 30Co., ~~2012~~L.P. ~~The~~– ~~$31~~97.1,~~000~~ ofand ~~cash~~United ~~proceeds~~Development ~~were used as follows: $13~~Co.,~~000~~ inL.P. ~~accrued~~97.2 ~~asset management~~were ~~fees~~identified ~~were~~for ~~paid,~~disposition. ~~$13,000~~Contracts ~~went~~have ~~towards~~been ~~unpaid~~drafted ~~operating~~and ~~expense~~are ~~and~~currently ~~advances,~~under ~~and~~review ~~$5,000~~by ~~was~~potential ~~placed~~purchasers inof the Limited Partnership’s ~~reserve for future operating expenses~~interests. NoAs ~~cash~~of ~~distribution was made to~~ the ~~Limited~~date ~~Partners as a result~~ of this ~~sale.~~report, ~~The~~the ~~Compliance~~estimated ~~Period~~purchase ~~has~~prices ~~been~~are ~~completed~~still ~~therefore~~unknown ~~there~~for isall ~~no risk of recapture and investor approval is not~~seven ~~required~~properties.

During the nine months ended December 31, 2012 the Local Limited Partnership Interest in Austin Gateway, Ltd. (Austin Gateway) was sold to an affiliate with no proceeds received from the sale. The Partnership incurred $1,195 of legal expenses which was netted against the proceeds from the sale in calculating the loss on the sale. The Partnership’s investment balance was zero at the time of sale, therefore a loss of $1,195 was recorded during the nine months ended December 31, 2012. The Compliance Period has been completed therefore there is no risk of recapture and investor approval is not required.

Method of Accounting for Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocated to the Partnership and ~~the~~any estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments ~~are~~ ~~capitalized~~were capitalized as part of the investment and were being amortized over 30 years (see Note 2).

“Equity in losses of Local Limited Partnerships” for the periods ended ~~December~~June 3130, ~~2012~~2013 and ~~2011~~2012 has been recorded by the Partnership. Management’s estimate for the three ~~and nine~~-month periods 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 Local Limited Partnerships allocated to the Partnership are not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended (see Note 2).

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

F-8

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2012~~2013

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership’s balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership’s exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

Distributions received by the Partnership ~~are~~ are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as income. As of ~~December~~June 3130, ~~2012~~2013, all of the investment balances had reached zero.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As ofThe ~~December 31, 2012 and March 31, 2012, the~~ Partnership had no cash equivalents for all periods presented.

Reporting Comprehensive Income

The Partnership had no items of other comprehensive income for all periods presented.

Income Taxes

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2009 remain open.

Net Loss Per Partnership Unit

Net loss per Partnership Unit includes no dilution and is computed by dividing loss available to Limited Partners by the weighted average number of Partnership Units outstanding during the period. Calculation of diluted net loss per Partnership Unit is not required.

Revenue Recognition

The Partnership is entitled to receive reporting fees from the Local Limited Partnerships. The intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships. Due to the uncertainty of the collection of these fees, the Partnership recognizes reporting fees as collections are made.

F-9

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December~~June 3130, ~~2012~~2013

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Net Loss Per Partnership Unit

Revenue Recognition

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

As of ~~December~~June 3130, ~~2012~~2013 and March 31, ~~2012~~2013, the Partnership owns ~~limited~~Local ~~partnership~~Limited Partnership interests in 9 ~~and 11~~ Local Limited Partnerships, each of which owns one Housing Complex consisting of an aggregate of 413 ~~and 523~~ 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 99.9%, as specified in the Local Limited Partnership ~~agreements~~Agreements, of the operating profits and losses, taxable income and losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.

Selected financial information for the ~~nine~~ three months ended ~~December~~June 3130, ~~2012~~2013 and ~~2011~~2012 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:

COMBINED CONDENSED STATEMENTS OF OPERATIONS

COMBINED CONDENSED STATEMENTS OF OPERATIONS
	2013			2012

Revenues	$	599,000		$	746,000

Expenses:
Interest expense		120,000			145,000
Depreciation and amortization		206,000			265,000
Operating expenses		455,000			571,000
Total expenses		781,000			981,000

Net loss	$	(182,000	)	$	(235,000	)
Net loss allocable to the Partnership	$	(182,000	)	$	(233,000	)
Net loss recorded by the Partnership	$	-		$	-

	2012			2011
Revenues	$	1,936,000		$	2,212,000
Expenses:
Interest expense		423,000			543,000
Depreciation and amortization		683,000			825,000
Operating expenses		1,447,000			1,583,000
Total expenses		2,553,000			2,951,000
Net loss		(617,000	)		(739,000	)
Net loss allocable to the Partnership	$	(611,000	)	$	(736,000	)
Net loss recorded by the Partnership	$	-		$	-

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 may be required to sustain operations of such Local Limited Partnerships. The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associate was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Period.

F-10

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December 31,~~June ~~2012~~30, 2013

(unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Troubled Housing Complexes

On September 13, 2011, the Partnership ~~was~~ was notified by legal counsel for the Local General Partner of United Development Co.,- L.P. – 97.1 (“UD 97.1”) and United Development Co.,- L.P. – 97.2 (“UD 97.2”) that the Local General Partner is being sued by the lender, Wells Fargo Bank (Wells Fargo), for being in default of past due property taxes. Wells Fargo ~~Bank~~confirmed that ~~holds~~ the loans were current regarding mortgage ~~notes~~payments, onbut ~~these~~due ~~Housing~~to ~~Complexes~~the asfact ~~well~~that asthe ~~additional~~property ~~properties~~taxes ~~managed~~past bydue, they were ~~this~~suing ~~Local~~to ~~General~~call ~~Partner~~all of the notes to be paid in full immediately. ~~Wells~~A ~~Fargo~~meeting ~~Bank~~was ~~has~~held ~~stated~~on ~~that~~November ~~all~~22, 2012 with the ~~loans~~county ~~are~~and city ~~current~~to inreview ~~mortgage~~a ~~payments~~new ~~but~~payment plan on the past due totaxes. Associates has received a copy of the ~~fact~~plan signed by the Local General Partner that ~~property~~provides for the payment of delinquent taxes ~~are~~and ~~past~~the ~~due~~refinancing onof ~~all~~the property with the ~~properties~~intention of removing Wells Fargo by 2015. As of the date of this report, ~~they~~the ~~are~~Local ~~suing~~General partner has continued to ~~call~~comply ~~for~~with ~~all~~the agreements to pay the ~~notes~~delinquent toproperty betaxes. ~~paid~~A date has not been established for the receivership proceedings by Wells Fargo. The Partnership’s investment balance in ~~full~~these ~~immediately~~Local Limited Partnerships was $0 as of both June 30, 2013 and March 31, 2013.

~~The~~Under ~~Local~~the ~~General~~terms ~~Partner~~of ~~hired~~the ~~local~~delinquent ~~legal~~real ~~counsel~~estate ~~who~~tax ~~was~~repayment ~~working~~plan ~~with~~negotiated ~~Wells~~by ~~Fargo’s~~the ~~legal~~General ~~counsel~~Partner towith ~~reach~~the aCity ~~solution.~~and ~~The~~County, ~~Partnership~~monthly ~~also~~combined ~~engaged~~payments ~~legal~~of ~~counsel~~$41,000 ~~from~~per ~~the~~month ~~Memphis~~were ~~area.~~to Abe ~~meeting~~made, ~~was~~current ~~held~~year ontaxes ~~November~~were ~~22,~~to ~~2011~~be ~~with~~paid ~~the~~when ~~City~~due and ~~the~~an ~~County~~annual toballoon ~~review~~payment awas ~~new~~to ~~payment~~be ~~plan~~made ~~for the~~each ~~past~~December ~~due taxes~~31st. The ~~Partnership~~General ~~requested~~Partner anbegan ~~accurate~~making ~~report~~these ~~reflecting~~monthly ~~the~~installments ~~current~~in ~~status~~January of2012 ~~the~~with ~~delinquent~~all ~~taxes of the Housing~~monthly ~~Complexes~~installments ~~with~~being ~~detail~~paid oncurrent ~~the~~through ~~status~~December ~~and~~2012. ~~process~~The ~~along~~General ~~with~~Partner, ~~the~~however, ~~supporting~~failed ~~documents. According~~ to pay the ~~Partnership’s~~2012 ~~attorney,~~taxes when due aand ~~plan~~also ~~was~~failed ~~submitted~~to bymake the ~~General~~December ~~Partner~~31st toballoon ~~Wells~~payment ~~Fargo~~as ~~and~~required ~~the~~thus ~~County~~defaulting ~~and~~on ~~City~~the ~~calling~~payment ~~for~~agreement. Wells aFargo, ~~stay~~in ofturn, ~~proceedings~~restored bytheir ~~Wells~~motion ~~Fargo pending~~for 1)receivership and a ~~sale~~court date of ~~certain~~January ~~properties~~23, 2)2013 ~~the~~was ~~payment~~established. ofAfter numerous ~~some~~discussions ofwith the ~~tax~~General ~~delinquencies~~Partner, ~~over~~it ~~time~~was ~~and,~~clear 3) the ~~refinancing~~partner oflacked ~~properties with~~ the ~~intention~~resources ofnecessary ~~removing~~to ~~Wells~~bring ~~Fargo~~these delinquent bypayments ~~2015.~~current ~~The~~and ~~Partnership~~a partner’s ~~attorney~~meeting was ~~hopeful~~scheduled ~~that~~for ~~the~~January ~~County~~11, ~~City~~2013. ~~and~~At ~~Wells Fargo~~this ~~would~~meeting ~~cooperate~~of onthe partners, the ~~tax~~Limited ~~delinquencies~~Partner ifand the ~~payments~~Special ~~were~~Limited ~~made~~Partner ~~according~~both voted to remove the ~~submitted~~General ~~proposal.~~Partner Afor ~~meeting~~cause. ~~was~~The ~~held~~General byPartner ~~Associates~~refused onto ~~July~~recognize ~~25,~~the ~~2012~~vote toso ~~address~~ the ~~missing~~Partnership ~~tax~~filed ~~returns,~~a ~~audits,~~Temporary ~~and~~Restraining ~~ineffectiveness~~Order ofto prevent the ~~management~~removed ~~company.~~General Partner Onfrom ~~August 8,~~interfering ~~2012~~with the transition to the new General Partner. ~~provided~~Due to the ~~necessary~~poor ~~information~~condition toof the ~~CPA~~books inand ~~order~~records and toother ~~complete~~financial demands of these partnerships, the ~~tax~~replacement ~~returns.~~General ~~The~~Partner ~~Partnership’s investment~~has ~~balance~~elected ~~was~~to $0file asfor ofbankruptcy. ~~both~~Local bankruptcy ~~December~~counsel 31has been hired, ~~2012~~all filings are prepared and ~~March~~the 31actual filing occurred on January 22, ~~2012~~2013.

Under the terms of the delinquent real estate tax repayment plan negotiated by the General Partner with the City and County, monthly combined payments of $41,000 per month were to be made, current year taxes were to be paid when due and an annual balloon payment was to be made each December 31st. The ~~General~~Partnership ~~Partner~~is ~~began~~not ~~making~~obligated ~~these monthly installments in January 2012 with all monthly installments being paid current through December 2012. The General Partner, however, failed~~ to ~~pay~~fund ~~the 2012 taxes when due and also failed to make the December 31st~~advances balloon payment as required thus defaulting on the payment agreement. Wells Fargo, in turn, restored their motion for receivership and a court date of January 23, 2013 was established. After numerous discussions with the General Partner, it was clear the partner lacked the resources necessary to ~~bring these delinquent payments current and a partner’s meeting was scheduled for January 11, 2013. At this meeting of~~ the ~~partners,~~Local ~~the~~ Limited ~~Partner and the Special Limited Partner both voted to remove the General Partner for cause~~Partnerships. The General Partner refused to recognize the vote so the Partnership filed a Temporary Restraining Order to prevent the removed General Partner from interfering with the transition to the new General Partner. Due to the poor condition of the books and records and other financial demands of these partnerships, the replacement General Partner has elected to file bankruptcy. Local bankruptcy counsel has been hired, all filings are prepared and the actual filing occurred on Tuesday, January 22, 2013.

NOTE 3 - RELATED PARTY TRANSACTIONS

Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or its affiliates the following fees:

(a)

An annual asset management fee equal to 0.2% of the Invested Assets of the Partnership, as defined respectively. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $12,110 and $15,146 were incurred during the three months ended June 30, 2013 and 2012, respectively, none of which was paid during the three months ended June 30, 2013 and 2012.

(b)

The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. No operating expense reimbursements were made during either of the three months ended June 30, 2013 or 2012.

F-11

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~December 31,~~June ~~2012~~30, 2013

(unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

~~Under~~(c) A subordinated disposition fee in an amount equal to 1% of the ~~terms~~sales price of real estate sold. Payment of this fee is subordinated to the ~~Partnership~~Limited ~~Agreement~~Partners receiving a preferred return of 12% through December 31, ~~the~~ ~~Partnership~~2008 ~~has~~and ~~paid~~6% orthereafter (as defined in the partnership agreement) and is ~~obligated~~payable toonly if the General Partner or its affiliates render services in the ~~following~~sales effort. No disposition fees: have been incurred for all periods presented.

(a) An annual asset management fee equal to 0.2% of the Invested Assets of the Partnership, as defined respectively.”Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $41,390 and $45,438 were incurred during the nine months ended December 31, 2012 and 2011, respectively, of which $13,000 and $10,000 was paid during the nine months ended December 31, 2012 and 2011, respectively.

(b) The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements were $13,000 and$0 during the nine months ended December 31, 2012 and 2011, respectively.

(c) 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 preferred return of 12% through December 31, 2008 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.

The accrued fees and expenses due to the General Partner and affiliates consist of the following at:

	December 31, 2012		March 31, 2012
	June 30, 2013		March 31, 2013
Expenses paid by the General Partner or an affiliate on behalf of the Partnership	$	~~222~~331,~~238~~850	$	~~171~~241,~~464~~357
Advances made to the Partnership from the General Partner or affiliates		227,025		227,025
Asset management fee payable		~~689~~713,~~691~~911		~~661~~701,~~301~~801
Total	$	1,~~138~~272,~~954~~786	$	1,~~059~~170,~~790~~183

The General Partner and/or its affiliates does do not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

NOTE 4 - ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of ~~December~~June 3130, ~~2012~~2013 and March 31, ~~2012~~2013, the Partnership in total had voluntarily advanced $312,203 ~~and $874,416, respectively,~~ to ~~three~~two Local Limited Partnerships, ~~El Reno Housing Associates,~~ L.P., Hillcrest Heights, L.P. and Mansur Wood Living Center, L.P. No advances were made during the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~2013. All advances were reserved for in full during the ~~year~~period they were advanced. ~~EI Reno Housing Associates, L.P. was sold during the nine months ended December 31, 2012, therefore the advances and related reserves were written off.~~

F-12

Item 2. Management’'s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

With the exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other discussions elsewhere in this Form 10-Q contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax 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 the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-Q and in other reports filed with the Securities and Exchange Commission.

The following discussion and analysis compares the results of operations for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2012~~2013 and ~~2011~~2012, and should be read in conjunction with the condensed unaudited financial statements and accompanying notes included within this report.

Financial Condition

The Partnership’s assets at ~~December~~June 3130, 2013 ~~2012~~ consisted of $2717,000 in cash and $18,000 in other assets. Liabilities at ~~December~~June 3130, ~~2012~~2013 consisted of $1,~~139~~273,000 of accrued fees and expenses due to the General Partner and affiliates.

Results of Operations

Three Months Ended ~~December~~June 3130, ~~2012~~ ~~Compared~~2013 Compared to ~~the~~ Three Months Ended ~~December~~June 3130, ~~2011~~2012. The Partnership’s net loss for the three months ended ~~December~~ 31June 30, ~~2012~~2013 was $(18101,000), reflecting aan ~~decrease~~increase of ~~approximately~~ $17(47,000) from the $(3554,000) net loss experienced for the three months ended ~~December~~June 3130, ~~2011~~2012. ~~There~~The increase was adue ~~decrease~~to an increase of $(950,000) in legal and accounting ~~fees~~expenses for the three months ended ~~December~~June 3130, ~~2012~~2013. ~~due~~Legal toand ~~the timing of the~~ accounting expenses ~~work~~increased ~~being~~due ~~performed.~~to ~~There~~legal ~~was~~expenses arelated ~~$3,000 decrease~~to inthe ~~asset~~Wells ~~management~~Fargo ~~fees~~lawsuit ~~due~~against to the ~~fact two~~ Local ~~Limited~~General ~~Partnerships~~Partner ~~were disposed~~ of ~~since~~United ~~December 31~~Development Co., ~~2011~~L. ~~These~~P. ~~fees~~– ~~are~~97.1 ~~calculated~~(“UD ~~based on the Invested Assets~~97.1”) Asand ~~Local~~United ~~Limited~~Development ~~Partnerships are sold~~Co., ~~the~~L.P. ~~Invested~~– ~~Assets~~97.2 ~~decrease, thereby~~(“UD ~~decreasing~~97.2”). ~~the~~Asset ~~asset~~ management fees ~~that are incurred. Reporting fees~~ decreased by $(23,000) for the three months ended ~~December~~June 3130, ~~2012.~~2013 ~~Reporting fees can fluctuate from year to year~~ due to the fact that ~~Local~~the ~~Limited~~fees ~~Partnerships~~are ~~pay those~~calculated ~~fees~~based toon the ~~Partnership~~value of ~~when~~invested ~~the~~assets, ~~Local~~which ~~Limited~~decreased ~~Partnerships’~~due ~~cash~~to ~~flow~~the ~~will~~sales ~~allow~~of ~~for~~Local ~~the~~Limited ~~payment~~Partnerships.

~~Nine~~Liquidity Months Ended December 31, 2012 Compared to the Nine Months Ended December 31, 2011. The Partnership’s net loss for the nine months ended December 31, 2012 was $(74,000), reflecting a decrease of approximately $33,000 from the $(107,000) net loss experienced for the nine months ended December 31, 2011. The decrease in net loss is largely due to the $24,000 increase in gain on sale of Local Limited Partnerships during the nine months end December 31, 2012. The Partnership is in the disposition phase but the number of dispositions and ~~gains~~Capital ~~recorded~~Resources will vary from period to period depending on the economic conditions and the market for the properties in the specific locations. There was a $4,000 decrease in asset management fees due to the fact that two Local Limited Partnerships were disposed of during the nine months ended December 31, 2012. These fees are calculated based on the Invested Assets. As Local Limited Partnerships are sold, the Invested Assets decrease, thereby decreasing the asset management fees that are incurred. Legal and accounting fees increased by $(1,000) for the nine months ended December 31, 2012 due to the timing of the accounting work performed. Reporting fees decreased by $(2,000) for the nine months ended December 31, 2012. Reporting fees can fluctuate from year to year due to the fact that Local Limited Partnerships pay those fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

3Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012. The Partnership had a decrease in cash during the three months ended June 30, 2013 of $(11,000) compared to no change in cash during the three months ended June 30, 2012. The decrease due to an $(11,000) payment of outstanding accounts payable during the three months ended June 30, 2013.

~~Item~~During 2the three months ended June 30, 2013, accrued payables, which consist primarily of related party asset management fees and advances due to the General Partner, increased by approximately $103,000. ~~Management’s~~The ~~Discussion~~General Partner does not anticipate that these accrued fees and ~~Analysis~~advances will be paid until such time as capital reserves are in excess of ~~Financial~~foreseeable ~~Condition~~working ~~and~~capital ~~Results~~requirements of ~~Operations,~~the ~~continued~~Partnership.

~~Liquidity~~The Partnership expects its future cash flows, together with its net available assets as of June 30, 2013, to be insufficient to meet all currently foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements ~~Capital~~of ~~Resources~~the Partnership through August 31, 2014.

Nine Months Ended December 31, 2012 Compared to Nine Months Ended December 31, 2011. The net increase in cash during the nine months ended December 31, 2012 was $5,000 compared to a net decrease in cash during the nine months ended December 31, 2011 of $(8,000). The change was due to the fact that there was an increase of $24,000 in net proceeds from sale of Local Limited Partnerships. During the nine months ended December 31, 2012, the Partnership sold two of the Local Limited Partnerships compared to none sold during the nine months ended December 31, 2011. During the nine months ended December 31, 2012, the Partnership paid $(26,000) to the General Partner or an affiliate for accrued asset management fees and the reimbursements of operating expenses which were paid on its behalf compared to ($10,000) paid to the General Partner or an affiliate during the nine months ended December 31, 2011. Reporting fees decreased by $(2,000) for the nine months ended December 31, 2012 as discussed above.3

~~During~~Item ~~the~~2. ~~nine~~Management's ~~months~~Discussion ~~ended December 31, 2012, accrued payables, which consist primarily of related party asset management fees~~ and ~~advances~~Analysis ~~due to the General Partner, increased by $79,000. The General Partner does not anticipate that the balance~~ of ~~the~~Financial ~~accrued~~Condition ~~fees~~ and ~~advances~~Results ~~will be paid until such time as capital reserves are in excess~~ of ~~foreseeable~~Operations ~~working capital requirements of the Partnership.~~(continued)

~~The~~Recent ~~Partnership~~Accounting expects its future cash flows, together with its net available assets as of December 31, 2012, to be insufficient to meet all currently foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through February 28, 2014.Changes

~~Recent~~In ~~Accounting~~May ~~Changes~~2011, the FASB issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership's condensed financial statements.

InOther June 2009, the Financial Accounting Standards Board (FASB) issued an amendment to the accounting and disclosure requirements for the consolidation of VIEs. The amended guidance modified the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIEs economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership’s financial statements.Matters

InOn ~~May~~September 13, 2011, the ~~FASB~~Partnership was ~~issued~~notified anby ~~update~~legal tocounsel ~~existing guidance~~for ~~related~~the toLocal ~~fair~~General ~~value~~Partner ~~measurements~~of onUnited ~~how~~Development toCo., ~~measure~~L.P. ~~fair~~– ~~value~~97.1 (“UD 97.1”) and ~~what~~United ~~disclosures~~Development toCo., ~~provide~~L.P. ~~about~~– ~~fair~~97.2 ~~value~~(“UD ~~measurements~~97. ~~For~~2”) ~~fair~~that ~~value~~the ~~measurements~~Local ~~categorized~~General asPartner ~~level~~is 3being sued by the lender, aWells ~~reporting~~Fargo ~~entity~~Bank ~~should~~(Wells ~~disclose~~Fargo), ~~quantitative~~for ~~information~~being in default of ~~the~~past ~~unobservable~~due property taxes. Wells Fargo confirmed ~~inputs~~that ~~and~~the ~~assumptions~~loans were current regarding mortgage payments, abut ~~description~~due ofto the ~~valuation~~fact ~~processes~~that ~~and~~the ~~narrative~~property ~~description~~taxes past due, they were suing to call all of the ~~sensitivity~~notes ofto be paid in full immediately. A meeting was held on November 22, 2012 with the ~~fair~~county ~~value~~and city to ~~changes~~review ina ~~unobservable~~new ~~inputs~~payment plan on the past due taxes. ~~This~~Associates ~~update~~has isreceived ~~effective~~a copy of the plan signed by the Local General Partner that provides for ~~interim~~the payment of delinquent taxes and ~~annual~~the ~~periods~~refinancing ~~beginning~~of ~~after~~the ~~December~~property ~~15,~~with ~~2011.~~the ~~The~~intention of ~~adoption~~removing Wells Fargo by 2015. As of the date of this ~~update~~report, ~~did~~the Local General partner has continued to comply with the agreements to pay the delinquent property taxes. A date has not ~~materially~~been ~~affect~~established for the receivership proceedings by Wells Fargo. The Partnership’s ~~condensed~~investment ~~financial~~balance ~~statements~~in these Local Limited Partnerships was $0 as of both June 30, 2013 and March 31, 2013.

~~Other~~Under ~~Matters~~ the terms of the delinquent real estate tax repayment plan negotiated by the General Partner with the City and County, monthly combined payments of $41,000 per month were to be made, current year taxes were to be paid when due and an annual balloon payment was to be made each December 31st. The General Partner began making these monthly installments in January 2012 with all monthly installments being paid current through December 2012. The General Partner, however, failed to pay the 2012 taxes when due and also failed to make the December 31st balloon payment as required thus defaulting on the payment agreement. Wells Fargo, in turn, restored their motion for receivership and a court date of January 23, 2013 was established. After numerous discussions with the General Partner, it was clear the partner lacked the resources necessary to bring these delinquent payments current and a partner’s meeting was scheduled for January 11, 2013. At this meeting of the partners, the Limited Partner and the Special Limited Partner both voted to remove the General Partner for cause. The General Partner refused to recognize the vote so the Partnership filed a Temporary Restraining Order to prevent the removed General Partner from interfering with the transition to the new General Partner. Due to the poor condition of the books and records and other financial demands of these partnerships, the replacement General Partner has elected to file for bankruptcy. Local bankruptcy counsel has been hired, all filings are prepared and the actual filing occurred on January 22, 2013. The Partnership is not obligated to fund advances to the Local Limited Partnerships. Occasionally, when Local Limited Partnerships encounter operational issues the Partnership may decide to advance funds to assist the Local Limited Partnership with its operational issues.

OnItem ~~September 13, 2011, the Partnership was notified by legal counsel for the Local General Partner of United Development Co~~3.~~,-97.1~~ ~~(“UD~~Quantitative ~~97.1”)~~ and ~~United~~Qualitative ~~Development Co.,-97.2~~Disclosures ~~(“97.2”)~~About ~~that~~Market ~~the~~Risks ~~Local~~NOT General Partner is being sued by Wells Fargo Bank for being in default of past due property taxes. Wells Fargo Bank holds the mortgage notes on these Housing Complexes as well as additional properties managed by this Local General Partner. Wells Fargo Bank has stated that all the loans are current in mortgage payments but due to the fact that property taxes are past due on all the properties, they are suing to call for all the notes to be paid in full immediately.APPLICABLE

Item 4. Controls and Procedures

~~Item~~(a) 2.Disclosure ~~Management~~controls and procedures As of the end of the period covered by this report, the Partnership’s ~~Discussion~~General Partner, under the supervision and ~~Analysis~~ with the participation of the Chief Executive Officer and Chief Financial ~~Condition~~Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and ~~Results~~procedures” as defined in Securities Exchange Act of ~~Operations~~1934 Rule 13a-15 and 15d-15. Based on that evaluation, ~~continued~~the Chief Executive

The Local General Partner hired local legal counsel who was working with Wells Fargo’s legal counsel to reach a solution. The Partnership also engaged legal counsel from the Memphis area. A meeting was held on November 22, 2011 with the City and the County to review a new payment plan for the past due taxes. The Partnership requested an accurate report reflecting the current status of the delinquent taxes of the Housing Complexes with detail on the status and process along with the supporting documents. According to the Partnership’s attorney, a plan was submitted by the General Partner to Wells Fargo and the County and City calling for a stay of proceedings by Wells Fargo pending 1) a sale of certain properties, 2) the payment of some of the tax delinquencies over time and, 3) the refinancing of properties with the intention of removing Wells Fargo by 2015. The Partnership’s attorney was hopeful that the County, City and Wells Fargo would cooperate on the tax delinquencies if the payments were made according to the submitted proposal. A meeting was held by Associates on July 25, 2012 to address the missing tax returns, audits, and ineffectiveness of the management company. On August 8, 2012 the General Partner provided the necessary information to the CPA in order to complete the tax returns. The Partnership’s investment balance was $0 as of both December 31, 2012 and March 31, 2012.4

Under the terms of the delinquent real estate tax repayment plan negotiated by the General Partner with the City and County, monthly combined payments of $41,000 per month were to be made, current year taxes were to be paid when due and an annual balloon payment was to be made each December 31st. The General Partner began making these monthly installments in January 2012 with all monthly installments being paid current through December 2012. The General Partner, however, failed to pay the 2012 taxes when due and also failed to make the December 31st balloon payment as required thus defaulting on the payment agreement. Wells Fargo, in turn, restored their motion for receivership and a court date of January 23, 2013 was established. After numerous discussions with the General Partner, it was clear the partner lacked the resources necessary to bring these delinquent payments current and a partner’s meeting was scheduled for January 11, 2013. At this meeting of the partners, the Limited Partner and the Special Limited Partner both voted to remove the General Partner for cause. The General Partner refused to recognize the vote so the Partnership filed a Temporary Restraining Order to prevent the removed General Partner from interfering with the transition to the new General Partner. Due to the poor condition of the books and records and other financial demands of these partnerships, the replacement General Partner has elected to file bankruptcy. Local bankruptcy counsel has been hired, all filings are prepared and the actual filing occurred on Tuesday, January 22, 2013.

Item 4.		Controls and Procedures (continued)

		Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.

		The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.

		Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.

~~Item~~(b) 3.Changes ~~Quantitative~~in ~~and~~internal ~~Qualitative~~controls ~~Disclosures~~There ~~About~~were ~~Market~~no ~~Risks~~changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended June 30, 2013 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

~~NOT APPLICABLE~~5

Item 4. Controls and Procedures

Part II.		Other Information

Item 1.		Legal Proceedings

		NONE

Item 1A.		Risk Factors

		No material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds

		NONE

Item 3.		Defaults Upon Senior Securities

		NONE

Item 4.		Mine Safety Disclosures NOT APPLICABLE

Item 5.		Other Information

		NONE

Item 6.		Exhibits

(a) Disclosure controls and procedures

31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32.1		Section 1350 Certification of the Chief Executive Officer. (filed herewith)

32.2		Section 1350 Certification of the Chief Financial Officer. (filed herewith)

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Balance Sheets at June 30, 2013 and March 31, 2013, (ii) the Condensed Statements of Operations for the three-month periods ended June 30, 2013 and June 30, 2012, (iii) the Condensed Statements of Cash Flows for the three months ended June 30, 2013 and June 30, 2012 and (iv) the Statement of Partner’s Equity (Deficit) for the three months ended June 30, 2013, (v) the Notes to Condensed Financial Statements.

AsExhibits ~~of the end of the period covered by this report~~32.1, ~~the~~32.2 ~~Partnership’s General Partner, under the supervision~~ and ~~with~~101 ~~the~~shall ~~participation~~not ofbe ~~the~~deemed ~~Chief~~“filed” ~~Executive Officer~~for ~~and~~purposes ~~Chief Financial Officer~~ of ~~Associates,~~Section ~~carried~~18 ~~out an evaluation~~ of the ~~effectiveness of the Partnership’s “disclosure controls and procedures” as defined in~~ Securities Exchange Act of 1934 ~~Rule 13a-15 and 15d-15. Based on that evaluation~~, ~~the~~ ~~Chief~~or ~~Executive~~otherwise ~~Officer~~subject ~~and~~to ~~Chief Financial Officer have concluded that, as of~~ the ~~end~~liability of ~~the~~that ~~period~~Section. ~~covered~~Such byexhibits ~~this~~shall ~~report, the Partnership’s disclosure controls and procedures were~~ not ~~effective to ensure that material information required to~~ be ~~disclosed~~ indeemed ~~the~~incorporated ~~Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified~~ by ~~the~~reference ~~SEC’s~~into ~~rules~~any ~~and~~filing ~~forms,~~under ~~consistent with~~ the ~~definition~~Securities Act of ~~“disclosure~~1933 ~~controls~~or ~~and procedures” under the~~ Securities Exchange Act of 1934.

The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.6

5Signatures

~~Once~~Pursuant to the ~~Partnership~~requirements ~~has received~~of the ~~necessary~~Securities ~~information~~Exchange ~~from~~Act ~~the~~of ~~Local Limited Partnerships~~1934, the ~~Chief~~registrant ~~Executive~~has ~~Officer~~duly ~~and~~caused ~~the~~this ~~Chief~~report ~~Financial Officer of Associates believe that the material information required~~ to be ~~disclosed~~signed inon the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its ~~power~~behalf toby ~~impose procedures designed to obtain from~~ the ~~Local Limited Partnerships the information necessary~~undersigned, tothereunto ~~the~~duly ~~timely filing of the Partnership’s periodic reports~~authorized.

~~(b)~~WNC ~~Changes~~HOUSING inTAX ~~internal~~CREDIT ~~controls~~FUND VI, L.P., SERIES 5

~~There~~By: ~~were~~WNC no& ~~changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended December 31~~ASSOCIATES, ~~2012~~INC. ~~that~~General ~~materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.~~Partner

By:	/s/ Wilfred N. Cooper, Jr.

	Wilfred N. Cooper, Jr.
	President and Chief Executive Officer of WNC & Associates, Inc.

Date: August 1, 2013

Part II.	Other Information
Item 1.	Legal Proceedings
	NONE
Item 1A.	Risk Factors
	No material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	NONE
Item 3.	Defaults Upon Senior Securities
	NONE
Item 4.	Mine Safety Disclosures NOT APPLICABLE
Item 5.	Other Information
	NONE
Item 6.	Exhibits

By:	/s/ Melanie R. Wenk

	Melanie R. Wenk
	Vice-President - Chief Financial Officer of WNC & Associates, Inc.

31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.1		Section 1350 Certification of the Chief Executive Officer. (filed herewith)
32.2		Section 1350 Certification of the Chief Financial Officer. (filed herewith)
101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Balance Sheets at December 31, 2012 and March 31, 2012, (ii) the Condensed Statements of Operations for the three-month and nine-month periods ended December 31, 2012 and December 31, 2011, (iii) the Condensed Statements of Cash Flows for the nine months ended December 31, 2012 and December 31, 2011 and (iv) the Notes to Condensed Financial Statements.
		Exhibits 32.1, 32.2 and 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

Date: August 1, 2013

Pursuant to the requirements 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 5

By: WNC & ASSOCIATES, INC. General Partner

By:	/s/ Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr.
President and Chief Executive Officer of WNC & Associates, Inc.
Date: February 13, 2013

By:	/s/ Melanie R. Wenk
Melanie R. Wenk
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: February 13, 2013

Filing Compare · WNC HOUSING TAX CREDIT FUND VI LP SERIES 5