SELECTED DEALERS 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

SELECTED DEALERS AGREEMENT

Costa Mesa, California

___________, 200_

Ladies and Gentlemen:

The undersigned, WNC Capital Corporation (the "Dealer-Manager"), has

entered into an agreement (the "Dealer Manager Agreement") with 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 which the undersigned has agreed to use

its best efforts to form and manage, as Dealer-Manager, a group of securities

dealers (the "Soliciting Dealers") for the purpose of soliciting offers for the

purchase of units of limited partnership interest ("Units") in the Fund. The

terms of the offering are set forth in the Fund's Registration Statement on Form

S-11 which was filed with the Securities and Exchange Commission (the

"Commission") pursuant to the Securities Act of 1933, as amended (the "1933

Act"). 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." The terms used but not otherwise defined in

this Agreement have the same meanings as in the Partnership Agreement.

You are invited to become one of the Soliciting Dealers and by your

confirmation hereof you agree to act in such capacity and to use your best

efforts, in accordance with the following terms and conditions, to find

purchasers for the Units.

1. You hereby confirm that you are a member in good standing of the

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

2. You hereby agree to solicit, as an independent contractor and not as

our agent or as an agent of the Fund or the Fund Manager, persons acceptable to

the Fund Manager to enter into the Investor Form in the form attached to the

Prospectus. All subscription checks shall be payable to "USbank - WNC/HTCFVI

11/12." All Investor Forms and all subscription checks and Promissory Notes

received by you with respect to any Investor Form shall be transmitted to

USbank. All check transmittal procedures followed by you in connection with the

offering of the Units shall comply with Rule 15c2-4 adopted by the Securities

and Exchange Commission under the Securities Exchange Act of 1934, as amended

(the "1934 Act"), as interpreted in NASD Notice to Members 84-64. In connection

with the foregoing: (i) any subscriber's check received by you which is not made

payable to the Escrow Agent shall be returned by you to such subscriber by not

later than the end of the next business day following its receipt, and (ii) each

subscriber's Investor Form, check and Promissory Note, if any, received by you

shall be transmitted by you to the Escrow Agent as soon as possible, but in any

event by the end of the next business day following your receipt thereof if your

internal supervisory review is conducted at the same location at which

subscription documents and checks are received, or if your final internal

supervisory review is conducted at another location, you will transmit such

Investor Form, check and Promissory Note, if any, to your office conducting such

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final internal supervisory review (the "Final Review Office") by the end of the

next business day following your receipt thereof and the Final Review Office

will in turn transmit the same to the Escrow Agent by the end of the next

business day following its receipt. No subscription to a Series shall be

effective unless and until accepted by the Fund Manager, and in no event may a

subscription be deemed binding until at least five days after delivery of a

Prospectus to the subscriber.

You agree that 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:

(a) 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:

(i) 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;

(ii) 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;

(iii) the participant meets the minimum income and net worth

standards established by the jurisdiction in which

such participant is a resident;

(iv) the program is otherwise suitable for the participant;

and

(b) maintain in your files copies of all Investor Forms and

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 investment, (ii) the period

prescribed by Rule 17a-4 under the 1934 Act, or (iii) the

period required by applicable state blue sky laws;

(c) execute no transaction in a discretionary account without

prior written approval of the transaction by the investor;

(d) make no sale of the Units unless such sale is preceded or

accompanied by a Prospectus; and

(e) comply in all respects with the Conduct Rules of the NASD in

the conduct of the offering of Units.

Furthermore, you expressly agree to be bound by the escrow agreement

between the Fund and the Escrow Agent.

Each subscription to a Unit solicited by you will be strictly subject

to confirmation by us and acceptance thereof by the Fund Manager and we, and

each Series and the Fund Manager reserve the right in our and their uncontrolled

discretion to reject any such subscription and to accept or reject subscriptions

in the order of their receipt by a Series or otherwise. A sale of a Unit in any

Series shall be deemed to be completed only after (i) the Escrow Agent receives

a properly completed Investor Form from the Soliciting Dealer, together with

payment of the full purchase price of each purchased Unit from a buyer who

satisfies each of the terms and conditions of the Registration Statement and

Prospectus; and (ii) such subscription has been accepted by the Fund Manager.

Neither you nor any other person is authorized to give any information or make

any representation other than those contained in the Prospectus or in any

supplemental sales literature furnished by the Dealer-Manager or the Fund for

use in making solicitations in connection with the offer and sale of the Units.

2

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Upon release by us, you may offer the Units at the public offering

price, subject to the terms and conditions hereof.

3. We understand that the Fund will provide you with such number of

copies of the Prospectus and such number of copies of amendments and supplements

thereto as you may reasonably request. In this connection, each Series and the

Fund Manager have represented and warranted to us that 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 rules and regulations

of the Commission under the 1933 Act (the "1933 Act Rules and 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. It is

understood by the Fund and the Fund Manager that the Conduct Rules of the NASD

require 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 that each Series and the Fund

Manager therefore have specifically represented and warranted to us that:

(i) all items of compensation payable to them and their 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";