DEALER MANAGER AGREEMENT

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 10

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14

Limited Partnership Units at $1,000 per Unit

Best Efforts

DEALER MANAGER AGREEMENT

November 14, 2001

WNC Capital Corporation

3158 Redhill Avenue, Suite 120

Costa Mesa, California 92626

as Dealer-Manager for the above described Units

Ladies and Gentlemen:

WNC & ASSOCIATES, INC., the general partner ("Fund Manager") of, and on

behalf of, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9, WNC HOUSING TAX

CREDIT FUND VI, L.P., SERIES 10, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES

11, WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12, WNC HOUSING TAX CREDIT FUND

VI, L.P., SERIES 13 and WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14

(collectively, the "Fund" and individually, a "Series"), pursuant to the

Agreement of Limited Partnership of each Series (the "Partnership Agreement")

set forth as Exhibit B to the Prospectus (as hereinafter defined), hereby

confirms its agreement with you as follows:

1. Description of Securities. Subject to the terms hereof the Fund proposes

to issue and to offer for sale pursuant to the Prospectus its limited

partnership units (the "Units") through you and those licensed brokers

designated by you. The purchase price of each Unit will be $1,000 payable in

cash or cash and a promissory note (the "Promissory Note") as discussed in the

Prospectus.

2. Representations, Warranties and Agreements of Each Series and the Fund

Manager. Each Series and the Fund Manager, jointly and severally, represent and

warrant to, and agree with, you as follows:

(a) The Fund has prepared and filed with the Securities and

Exchange Commission (the "Commission") a Registration

Statement and amendments thereto, on Form S-11 covering the

registration of the Units under the Securities Act of 1933, as

amended (the "1933 Act"), including the related preliminary

prospectus. Such preliminary prospectus bears, and any amended

prospectus will bear, the legend required by the rules and

regulations of the Commission under the 1933 Act (the "1933

Act Rules and Regulations"). Such Registration Statement, in

the form it first becomes effective and as thereafter amended

from time to time, and the final prospectus, as supplemented

from time to time, are herein respectively called the

"Registration Statement" and the "Prospectus."

(b) The Registration Statement and the Prospectus will contain all

statements which are required to be stated therein in

accordance with the 1933 Act and the 1933 Act Rules and

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Regulations, and neither the Registration Statement nor the

Prospectus will contain any untrue statement of a material

fact or omit any material fact required to be stated therein

or necessary to make the statements therein not misleading.

In this connection, it is understood by each Series and the

Fund Manager that Rule 2810 of the Conduct Rules of the

National Association of Securities Dealers, Inc. ("NASD")

requires that you determine that all material facts relating

to the subject offering are adequately and accurately

disclosed to prospective subscribers and provide a basis for

evaluating the offering, and each Series and the Fund Manager

therefore specifically represent and warrant that:

(i) all items of compensation payable to the Fund Manager and

its Affiliates are and will be set forth in the Prospectus

under the caption "Management Compensation";

(ii) all properties to be acquired by any Series which is

conducting an offering of its Units are and will be

described in the Prospectus during the term of such

offering under the caption "Local Limited Partnership

Investments";

(iii) all material tax aspects are and will be set forth in

the Prospectus under the captions "Federal Income Tax

Considerations" and "The Low Income Housing Tax Credit";

(iv) the financial position and business experience of the

Fund Manager are and will be accurately and adequately

reflected in the Prospectus under the captions

"Management," "Prior Performance Summary" and

"Financial Statements";

(v) all material conflicts of interest and risk factors are

and will be set forth in the Prospectus under the captions

"Conflicts of Interest" and "Risk Factors"; and

(vi) all pertinent facts relating to the liquidity and

marketability of the Units are and will be set forth

in the Prospectus under the captions "Risk Factors -

Risks related to the Series and the Series'

partnership agreement - Lack of Liquidity of

Investment" and "Transferability of Units."

(c) The accountants who have certified or shall certify the

audited financial statements filed and to be filed with the

Commission as parts of the Registration Statement and the

Prospectus are independent accountants as required by the 1933

Act and the 1933 Act Rules and Regulations.

(d) The financial statements filed with and as part of the

Registration Statement present fairly the financial positions

of the respective entities addressed therein as of the date of

such financial statements, in conformity with generally

accepted accounting principles applied on a consistent basis

throughout the period involved.

(e) Except as set forth in or contemplated by the Registration

Statement and the Prospectus, since the respective dates as of

which information is given in the Registration Statement and

the Prospectus, there has not been any material adverse change

in the condition, financial or otherwise, of any Series or the

Fund Manager; and except as set forth in or contemplated by

the Registration Statement and the Prospectus, neither any

Series nor the Fund Manager has incurred any liability or

obligation or entered into any transaction since the date as

of which information is given in the Registration Statement

and the Prospectus, other than in the ordinary course of

business, which is material to the financial condition of any

such person.

(f) The Units conform to the description thereof contained in the

Prospectus in all material respects.

(g) Neither the issuance nor the sale of the Units, nor the

consummation of any other of the transactions herein

contemplated, nor the fulfillment of the terms hereof, will

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conflict with, result in a breach of, or constitute a default

under the terms of, any indenture, or other material agreement

or instrument to which any Series or the Fund Manager is, or

will be, a party or is, or will be, bound, or, to the best of

the knowledge of such persons, any order or regulation

applicable to any Series or the Fund Manager of any court,

regulatory body, administrative agency or governmental body

having jurisdiction over any such person or any of their

respective assets or operations.

(h) The Units, when issued, will be duly authorized, validly

issued, fully paid and nonassessable.

(i) Each Series has been, or prior to commencement of its offering

of Units will be, duly formed pursuant to the California

Revised Limited Partnership Act and is, or will be, validly

existing as a limited partnership in good standing under the

laws of the State of California with full power and authority

to own properties (or interests therein) and conduct its

business as described in the Prospectus.

(j) The person or persons who have signed this Dealer Manager

Agreement on behalf of each Series and the Fund Manager are

duly authorized so to sign, and this Dealer Manager Agreement

has been duly executed and delivered by, and is the valid,

legal and binding agreement of, each Series and the Fund

Manager enforceable in accordance with its terms.

(k) Each Series will disclose in each annual report distributed to

investors pursuant to Section 13(a) of the Securities Act of

1934 (the "1934 Act") a per Unit estimated value, the method

by which the estimated value was developed, and the date of

the data used to develop the estimated value.

3. Representations and Warranties of the Dealer-Manager. You represent and

warrant to and agree with each Series and the Fund Manager as follows:

(a) You are a member in good standing of the NASD, and will

maintain such membership throughout the term of this

Agreement.

(b) You will comply with all Federal laws pertaining to the sale

of securities, the laws of the jurisdictions in which you sell

the Units, the 1933 Act Rules and Regulations and the

Constitution, By-Laws and Rules of the Association of the

NASD, and Rule 15c2-4 under the 1934 Act as interpreted in

NASD Notice to Members 84-64 (which requires that during the

escrow period checks be transmitted by you to the escrow agent

as soon as practicable, but in any event by noon of the second

business day following receipt by you).

(c) You will make no sale of the Units unless such sale is

preceded or accompanied by the Prospectus.

(d) You will assist the Fund in qualifying or registering the

Units for sale under the laws of the State of California and

such other jurisdictions as to which you and the Fund Manager

shall mutually agree.

(e) You will (i) diligently make inquiries as required by law of

all prospective investors in order to ascertain whether a

purchase of Units is suitable for the investors and (ii)

inform each prospective investor of all pertinent facts

relating to the liquidity and marketability of the Units

during the term of the investment. In recommending a purchase,

sale or exchange of the Units you shall:

(1) have reasonable grounds to believe, on the basis of

information obtained from the participant concerning

his investment objectives, investment experience,

other investments, income, net worth, financial

situation and needs, and any other information known

by you, that:

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(a) the participant is or will be in a financial

position appropriate to enable him to realize to

a significant extent the benefits described in

the Prospectus, including specifically the

Federal income tax benefits;

(b) the participant has a fair market net worth

sufficient to sustain the risks inherent in the

program, including loss of investment and lack of

liquidity;

(c) the participant meets the minimum income and net

worth standards established by the jurisdiction

in which such participant is a resident;

(d) the program is otherwise suitable for the

participant; and

(2) maintain in your files documents disclosing the basis

upon which the determination of suitability was

reached as to each participant for the longer of (i)

six years from the date of the investment; (ii) the

period prescribed by Rule 17a-4 under the 1934 Act;

or (iii) the period required by applicable state blue

sky laws.

(f) All Investor Forms and all subscription funds and Promissory

Notes received by you shall be promptly transmitted to USbank,

or such other bank as may be selected to act as escrow agent

for the Fund. As used herein, the term "promptly transmitted"

shall have the meaning set forth in Rule 15c2-4 under the 1934

Act.

(g) You will execute no transaction in a discretionary account

without prior written approval of the transaction by the

investor.

4. Sale of Units. On the basis of the representations and warranties herein

contained, but subject to the terms and conditions herein set forth, you agree

to sell the Units on a "best efforts" basis, as agent for the Fund. You are

authorized to enlist other members of the NASD ("Soliciting Dealers"),

acceptable to the Fund to sell the Units. As compensation for these services,

the Fund agrees that it will pay you a retail selling commission in an amount

equal to 7% of the offering price of the Units sold pursuant to the terms of

this Agreement, a Dealer-Manager fee of 2% of the offering price of the Units

sold pursuant to the terms of this Agreement and a nonaccountable expense

reimbursement in an amount equal to 1% of the offering price of the Units sold

pursuant to the terms of this Agreement. You will pay wholesaling compensation

to your personnel, and your overhead costs attributable to underwriting

activities, out of the commissions, fees and expense reimbursements you will

receive hereunder. In no event will the aggregate amount of all selling

compensation paid in connection with the offering exceed a total equal to 10% of

the Gross Proceeds, plus an additional one-half of 1% as provided in the<