nat42super10q123110.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2010

For the quarterly period ended September 30, 2010

For the quarterly period ended December 31, 2010

£ 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: 000-28370

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

California	33-0596399
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

17782 Sky Park Circle, Irvine, CA 92614

( Address of principal executive offices )

(714) 622-5565

( 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 ___ No X

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___ No X

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 IV, L.P., SERIES 2

(A California Limited Partnership)

INDEX TO FORM 10-Q

For the quarterly period ended June 30, 2010

For the quarterly period ended September 30, 2010

For the quarterly period ended December 31, 2010

PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Condensed Balance Sheets
		As of June 30, 2010, September 30, 2010, December 31, 2010 and March 31, 2010	3

		Condensed Statements of Operations
		For the Three Months Ended June 30, 2010 and 2009	4
		For the Three and Six Months Ended September 30, 2010 and 2009	5
		For the Three and Nine Months Ended December 31, 2010 and 2009	6

		Condensed Statements of Partners' Deficit
		For the Three Months Ended June 30, 2010	7
		For the Six Months Ended September 30, 2010	7
		For the Nine Months Ended December 31, 2010	7

		Condensed Statements of Cash Flows
		For the Three Months Ended June 30, 2010 and 2009	8
		For the Six Months Ended September 30, 2010 and 2009	9
		For the Nine Months Ended December 31, 2010 and 2009	10

		Notes to Condensed Financial Statements	11

	Item 2.	Management's Discussion and Analysis of Financial
		Condition and Results of Operations	22

	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	25

	Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	26

	Item 1A.	Risk Factors	26

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

	Item 3.	Defaults Upon Senior Securities	26

	Item 4.	(Removed and Reserved)	26

	Item 5.	Other Information	26

	Item 6.	Exhibits	26

	Signatures		27

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED BALANCE SHEETS

(Unaudited)

		June 30, 2010		September 30, 2010		December 31, 2010		March 31, 2010
ASSETS
Cash	$	19,729	$	38,129	$	45,021	$	19,728
Investments in Local Limited Partnerships, net (Notes 2 and 3)		-		-		-		-

Total Assets	$	19,729	$	38,129	$	45,021	$	19,728

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
Accrued expenses	$	-	$	22	$	-	$	-
Accrued fees and expenses due to General Partner and affiliates (Note 3)		697,150		690,973		703,100		685,092

Total Liabilities		697,150		690,995		703,100		685,092

Partners’ Deficit:
General Partner		(3,781)		(3,535)		(3,587)		(3,660)
Limited Partners (20,000 Partnership Units authorized; 15,600 Partnership Units issued and outstanding)		(673,640)		(649,331)		(654,492)		(661,704)

Total Partners’ Deficit		(677,421)		(652,866)		(658,079)		(665,364)

Total Liabilities and Partners’ Deficit	$	19,729	$	38,129	$	45,021	$	19,728

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2010 and 2009

(Unaudited)

		2010		2009
		Three Months		Three Months

Operating expenses:
Asset management fees (Note 3)	$	10,725	$	10,725
Accounting and legal fees		16		266
Other		1,317		1,252

Total operating expenses		12,058		12,243

Loss from operations		(12,058)		(12,243)

Interest income		1		1

Net loss	$	(12,057)	$	(12,242)

Net loss allocated to:
General Partner	$	(121)	$	(122)

Limited Partners	$	(11,936)	$	(12,120)

Net loss per Partnership Unit	$	(1)	$	(1)

Outstanding weighted Partnership Units		15,600		15,600

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended September 30, 2010 and 2009

(Unaudited)


		2010				2009
		Three		Six		Three		Six
		Months		Months		Months		Months

Reporting fees	$	2,950	$	2,950	$	4,950	$	4,950
Distribution income		11,448		11,448		3,698		3,698

Total operating income		14,398		14,398		8,648		8,648

Operating expenses:
Asset management fees (Note 3)		10,725		21,450		10,725		21,450
Accounting and legal fees		3,035		3,051		4,028		4,294
Other		721		2,038		345		1,597

Total operating expenses		14,481		26,539		15,098		27,341

Loss from operations		(83)		(12,141)		(6,450)		(18,693)

Gain on sale of Local Limited Partnerships		24,637		24,637		-		-

Interest income		1		2		3		4

Net income (loss)	$	24,555	$	12,498	$	(6,447)	$	(18,689)

Net income (loss) allocated to:
General Partner	$	246	$	125	$	(64)	$	(187)

Limited Partners	$	24,309	$	12,373	$	(6,383)	$	(18,502)

Net income (loss) per Partnership Unit	$	2	$	1	$	(1)	$	(1)

Outstanding weighted Partnership Units		15,600		15,600		15,600		15,600

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended December 31, 2010 and 2009

(Unaudited)

		2010				2009
		Three		Nine		Three		Nine
		Months		Months		Months		Months

Reporting fees	$	5,249	$	8,199	$	-	$	4,950
Distribution income		1,638		13,086		10,000		13,698

Total operating income		6,887		21,285		10,000		18,648

Operating expenses:
Asset management fees (Note 3)		10,725		32,175		10,725		32,175
Accounting and legal fees		-		3,051		10,286		14,580
Write off of advances to Local Limited Partnerships		-		-		10,000		10,000
Other		1,381		3,419		2,863		4,460

Total operating expenses		12,106		38,645		33,874		61,215

Loss from operations		(5,219)		(17,360)		(23,874)		(42,567)

Gain on sale of Local
Limited Partnerships		-		24,637		-		-

Interest income		6		8		4		8

Net income (loss)	$	(5,213)	$	7,285	$	(23,870)	$	(42,559)

Net income (loss) allocated to:
General Partner	$	(52)	$	73	$	(239)	$	(426)

Limited Partners	$	(5,161)	$	7,212	$	(23,631)	$	(42,133)

Net income (loss) per Partnership Unit	$	-	$	-	$	(2)	$	(3)

Outstanding weighted Partnership Units		15,600		15,600		15,600		15,600

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED STATEMENTS OF PARTNERS’ DEFICIT

For the Three Months Ended June 30, 2010, Six Months Ended September 30, 2010

and Nine Months Ended December 31, 2010

(Unaudited)

For the Three Months Ended June 30, 2010
		General		Limited
		Partner		Partners		Total

Partners’ deficit at March 31, 2010	$	(3,660)	$	(661,704)	$	(665,364)

Net loss		(121)		(11,936)		(12,057)

Partners’ deficit at June 30, 2010	$	(3,781)	$	(673,640)	$	(677,421)

For the Six Months Ended September 30, 2010
		General		Limited
		Partner		Partners		Total

Partners’ deficit at March 31, 2010	$	(3,660)	$	(661,704)	$	(665,364)

Net income		125		12,373		12,498

Partners’ deficit at September 30, 2010	$	(3,535)	$	(649,331)	$	(652,866)

For the Nine Months Ended December 31, 2010
		General		Limited
		Partner		Partners		Total

Partners’ deficit at March 31, 2010	$	(3,660)	$	(661,704)	$	(665,364)

Net income		73		7,212		7,285

Partners’ deficit at December 31, 2010	$	(3,587)	$	(654,492)	$	(658,079)

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended June 30, 2010 and 2009

(Unaudited)

		2010		2009
Cash flows from operating activities:
Net loss	$	(12,057)	$	(12,242)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Increase in accrued fees and expenses due to
General Partner and affiliates		12,058		2,281

Net cash provided by (used in) operating activities		1		(9,961)

Net increase (decrease) in cash		1		(9,961)

Cash, beginning of period		19,728		31,613

Cash, end of period	$	19,729	$	21,652

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid	$	-	$	-

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended September 30, 2010 and 2009

(Unaudited)

		2010		2009
Cash flows from operating activities:
Net income (loss)	$	12,498	$	(18,689)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Increase in accrued expenses		22		-
Increase in accrued fees and expenses due to
General Partner and affiliates		5,881		17,379
Gain on sale of Local Limited Partnerships		(24,637)		-

Net cash used in operating activities		(6,236)		(1,310)

Cash flows from investing activities:
Net proceeds from sale of Local Limited
Partnerships		24,637		-

Net cash provided by investing activities		24,637		-

Net increase (decrease) in cash		18,401		(1,310)

Cash, beginning of period		19,728		31,613

Cash, end of period	$	38,129	$	30,303

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid	$	-	$	-

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended December 31, 2010 and 2009

(Unaudited)

		2010		2009
Cash flows from operating activities:
Net income (loss)	$	7,285	$	(42,559)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Increase in accrued fees and expenses due to
General Partner and affiliates		18,008		41,253
Gain on sale of Local Limited Partnerships		(24,637)		-
Net cash provided by (used in) operating activities		656		(1,306)

Cash flows from investing activities:
Net proceeds from sale of Local Limited Partnerships		24,637		-
Advances to Local Limited Partnerships		-		(10,000)
Write off of advances to Local Limited Partnerships		-		10,000

Net cash provided by investing activities		24,637		-

Net increase (decrease) in cash		25,293		(1,306)

Cash, beginning of period		19,728		31,613

Cash, end of period	$	45,021	$	30,307

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid	$	-	$	-

See accompanying notes to condensed financial statements

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(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 three months ended June 30, 2010, six months ended September 30, 2010 and nine months ended December 31, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2011. 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 31,2010.

Organization

WNC Housing Tax Credit Fund IV, L.P., Series 2 (the “Partnership”) is a California Limited Partnership formed under the laws of the State of California on September 27, 1993. 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 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 Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

The general partner of the Partnership is WNC Tax Credit Partners IV, L.P. (the “General Partner”). The general partner of the General Partner is WNC & Associates, Inc. (“Associates”). The chairman and the president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through the General Partner, as the Partnership has no employees of its own.

The Partnership shall continue in full force and effect until December 31, 2050, 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 20,000 units of limited partnership interest (“Partnership Units”) at $1,000 per Partnership Unit. The offering of Partnership Units has concluded, and 15,600 Partnership Units representing subscriptions in the amount of $15,241,000, net of volume discounts of $359,000, had been accepted. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors (the “Limited Partners”) in the Partnership will be allocated the remaining 99% of these items in proportion to their respective investments.

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The proceeds from the disposition of any of the Housing Complexes 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 from the proceeds remaining after payment of Partnership obligations and funding reserves, equal to their capital contributions and their return on investment (as defined in the Partnership Agreement). 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 Credits 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 a 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 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.

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

All of the Low Income Housing Tax Credits anticipated to be realized from the Local Limited Partnerships have been realized. The Partnership does not anticipate being allocated any Low Income Housing Tax Credits from the Local Limited Partnerships in the future.

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.

No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership 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.

The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through November 30, 2012.

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. The Partnership would 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.

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 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. Ten 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.

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 as Low Income Housing Tax Credits are no longer available. 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 31, 2010.

As of March 31, 2010, the Partnership sold its Local Limited Partnership Interest in E. W., Crossing II Limited Dividend Housing Association LP (“Crossings II”) and Comanche Retirement Village Ltd (“Comanche”).

On September 30, 2010, Candleridge Apartment of Waukee L. P. II (“Candleridge”) was sold to the respective Local Limited Partnership’s General Partner. Candleridge was appraised at $589,000 and had a mortgage note balance of $644,685 as of December 31, 2010. The Local Limited Partnership Interest was sold for $25,000 which was paid to the Partnership. The Partnership had incurred $363 in expenses related to the disposition which was netted against the proceeds from the sale in calculating the gain on the sale. The Partnership’s investment balance was zero at the time of disposition; therefore a gain of $24,637 was recorded during the six months ended September 30, 2010. No cash distribution was made to the Limited Partners. The Compliance Period has expired so there is no risk of tax credit recapture.

Subsequent to December 31, 2010, the Partnership sold its Local Limited Partnership interest in three Local Limited Partnerships.

On June 30, 2011, Chadwick Limited Partners (“Chadwick”) was also sold to the respective Local Limited Partnership’s General Partner. Chadwick was appraised at $850,000 and had a mortgage note balance of $1,401,188 as of December 31, 2010. The Local Limited Partnership Interest was sold for $78,261 which was paid to the Partnership. The Partnership had incurred $3,628 in expenses related to the disposition which will be netted against the proceeds from the sale in calculating the gain on the sale. The Partnership’s investment balance was zero at the time of sale; therefore a gain of $74,633 will be recorded during the respective period. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has expired so there is no risk of tax credit recapture.

On October 26, 2011, Broken Bow Apartments I, L.P. (“Broken Bow”) was sold to an affiliate of the Local Limited Partnership for $26,189. Broken Bow was appraised for $20,000 and had a mortgage note balance of $67,322 as of September 30, 2011. The Partnership incurred $3,000 in appraisal expenses and approximately $5,000 in legal fees related to the disposition which will be netted against the proceeds from the sale in calculating the gain on the sale. The Partnership’s investment balance was zero at the time of sale; therefore a gain of $18,189 will be recorded during the respective period. In addition, the replacement reserves held by the bank were released. In accordance with the Purchase Agreement, the Partnership received the reserve proceeds in the amount of $2,390 which will be recorded as an additional gain on sale during the respective period. No cash distribution will be made to the Limited Partners as a result of this sale. Broken Bow will complete its Compliance Period in 2012; therefore there is a risk of tax credit recapture. The last year in which Low Income Housing Tax Credits was generated by this Local Limited Partnership was 2007. The executed Purchase Agreement states that Broken Bow must remain in compliance with Section 42 of the IRS code. Until the completion of the Compliance Period, the purchaser must furnish the Partnership with certain reports proving that the Housing Complex is still in compliance with the IRS code.

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

On October 26, 2011, Sidney Apartment I, L.P. (“Sidney”) was sold to an affiliate of the Local Limited Partnership for $26,189. Sidney was appraised for $200,000 and had a mortgage note balance of $251,667 as of September 30, 2011. The Partnership incurred $3,000 in appraisal expenses and approximately $5,000 in legal fees related to the disposition which will be netted against the proceeds from the sale in calculating the gain on the sale. The Partnership’s investment balance was zero at the time of sale; therefore a gain of $18,189 will be recorded during the respective period. In addition, the replacement reserves held by the bank were released. In accordance with the Purchase Agreement, the Partnership received the reserve proceeds in the amount of $725 which will be recorded as an additional gain on sale during the respective period. No cash distribution will be made to the Limited Partners as a result of this sale. Sidney will complete its Compliance Period in 2011; therefore there is a risk of tax credit recapture. The last year in which Low Income Housing Tax Credits was generated by this Local Limited Partnership was 2006. The executed Purchase Agreement states that Sidney must remain in compliance with Section 42 of the IRS code. Until the completion of the Compliance Period, the purchaser must furnish the Partnership with certain reports proving that the Housing Complex is still in compliance with the IRS code.

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 allocable to the Partnership and the 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 were capitalized as part of the investment and are being amortized over 30 years (see Note 2).

“Equity in losses of Local Limited Partnerships” for each of the periods ended June 30, 2010 and 2009, September 30, 2010 and 2009 and December 31, 2010 and 2009, respectively has been recorded by the Partnership. Management’s estimate for the three, six and nine-month periods is based on actual audited results reported by the Local Limited Partnerships. Equity in losses from the 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.

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(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 accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as distribution income. For all periods presented, all of the investment accounts in Local Limited Partnerships had reached a zero balance.

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. For all periods presented there were no cash equivalents.

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.

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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.

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

As of June 30, 2010, September 30, 2010, December 31, 2010 and March 31, 2010, the Partnership acquired limited partnership interests in 19, 18, 18 and 19 Local Limited Partnerships, respectively, each of which owns one Housing Complex, consisting of an aggregate of 740, 717, 717 and 740 apartment units, respectively. 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, as defined, require approval from the Partnership. The Partnership, as a Limited Partner, is generally entitled to 99%, as specified in the Local Limited Partnership Agreements, of the operating profits and losses, taxable income and losses, and tax credits of the Local Limited Partnerships.

Selected financial information for the three months ended June 30, 2010 and 2009 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
			2010		2009
	Revenues	$	1,059,000	$	1,024,000
	Expenses:
	Interest expense		159,000		146,000
	Depreciation and amortization		272,000		276,000
	Operating expenses		770,000		766,000
	Total expenses		1,201,000		1,188,000

	Net loss	$	(142,000)	$	(164,000)
	Net loss allocable to the Partnership	$	(141,000)	$	(162,000)
	Net loss recorded by the Partnership	$	-	$	-

WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Selected financial information for the six months ended September 30, 2010 and 2009 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
				2010		2009
	Revenues	$		2,117,000	$	2,048,000
	Expenses:
	Interest expense			317,000		292,000
	Depreciation and amortization			545,000		552,000
	Operating expenses			1,539,000		1,532,000
	Total expenses			2,401,000		2,376,000

	Net loss		$	(284,000)	$	(328,000)
	Net loss allocable to the Partnership	$		(281,000)	$	(325,000)
	Net loss recorded by the Partnership	$		-	$	-

Selected financial information for the nine months ended December 31, 2010 and 2009 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
			2010		2009
	Revenues	$	3,176,000	$	3,073,000
	Expenses:
	Interest expense		476,000		439,000
	Depreciation and amortization		817,000		828,000
	Operating expenses		2,309,000		2,298,000
	Total expenses		3,602,000		3,565,000

	Net loss	$	(426,000)	$	(492,000)
	Net loss allocable to the Partnership	$	(422,000)	$	(487,000)
	Net loss recorded by the Partnership	$	-	$	-

Certain Local Limited Partnerships incurred operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership and/or the Local General Partners may be required to sustain the operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership's investment in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing Tax Credits could occur.

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

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

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 for the following fees:

(a)

Acquisition fees of 8% of the gross proceeds from the sale of Partnership Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships. As of all periods presented, the Partnership incurred cumulative acquisition fees of $1,058,950 which have been included in investments in Local Limited Partnerships. The acquisition fees were fully amortized or impaired for all periods presented.

(b)

Acquisition costs of 1.2% of the gross proceeds from the sale of Partnership Units as reimbursement of costs incurred by of the General Partner or by an affiliate of Associates in connection with the acquisition of Local Limited Partnerships. As of all periods presented, the Partnership incurred cumulative acquisition costs of $169,103, which have been included in investments in Local Limited Partnerships. The costs were fully amortized for all periods presented.

(c)

An annual asset management fee equal to the greater amount of (i) $2,000 for each apartment complex, or (ii) 0.275% of gross proceeds. In either case, the fee will be decreased or increased annually based on changes to the Consumer Price Index. However, in no event will the maximum amount exceed 0.2% of the Invested Assets of the Partnership, as defined. ”Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnerships and the Partnership’s allocable share of mortgage loans on and other debt related to the Housing Complexes owned by such Local Limited Partnerships. The Partnership incurred asset management fees of $10,725 for each of the three months ended June 30, 2010 and 2009, $21,450 for each of the six months ended September 31, 2010 and 2009 and $32,175 for each of the nine months ended December 31, 2010 and 2009. The Partnership paid the General Partner or its affiliates $0 and $3,500 of those fees during the three months ended June 30, 2010 and 2009, respectively, $0 and $3,500 of those fees during the six months ended September 30, 2010 and 2009, respectively and $0 and $3,500 of those fees during the nine months ended December 31, 2010 and 2009, respectively.

(d)

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 16% through December 31, 2003 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.

(e)

The Partnership reimburses the General Partner or its affiliates for operating expenses incurred on behalf of the Partnership. Operating expense reimbursements were $0 and $6,462 during the three months ended June 30, 2010 and 2009, respectively, $21,000 and $6,462 during the six months ended September 30, 2010 and 2009, respectively, and $21,000 and $6,462 during the nine months ended December 31, 2010 and 2009, respectively.

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

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

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

		June 30, 2010		September 30, 2010		December 31, 2010		March 31, 2010

Asset management fee payable	$	504,209	$	514,934	$	525,659	$	493,484
Advances made to the Partnership by the General Partner		165,000		165,000		165,000		165,000
Expenses paid by the General Partner or an affiliate on behalf of the Partnership		27,941		11,039		12,441		26,608
Total	$	697,150	$	690,973	$	703,100	$	685,092

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

NOTE 4 – SUBSEQUENT EVENTS

Subsequent to December 31, 2010, the Partnership sold its Local Limited Partnership interest in three Local Limited Partnerships.

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

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

(Unaudited)

NOTE 4 – SUBSEQUENT EVENTS, continued

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 months ended June 30, 2010 and 2009, the three and six months ended September 30, 2010 and 2009, and the three and nine months ended December 31, 2010 and 2009, and should be read in conjunction with the condensed financial statements and accompanying notes included within this report.

Financial Condition

The Partnership’s assets at June 30, 2010 consisted of $ 20,000 in cash. Liabilities at June 30, 2010 consisted of $697,000 of accrued fees and expenses due to General Partner and affiliates.

The Partnership’s assets at September 30, 2010 consisted of $38,000 in cash. Liabilities at September 30, 2010 consisted of $691,000 of accrued fees and expenses due to General Partner and affiliates.

The Partnership’s assets at December 31, 2010 consisted of $45,000 in cash. Liabilities at December 31, 2010 consisted of $703,000 of accrued fees and expenses due to General Partner and affiliates.

Results of Operations

Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009 The Partnership's net loss for the three months ended June 30, 2010 was $(12,000), There was no significant change from the net loss of $(12,000) for the three months ended June 30, 2009.

Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009 The Partnership's net income for the three months ended September 30, 2010 was $25,000, reflecting a increase of approximately $31,000 from the net loss of $(6,000) for the three months ended September 30, 2009. The change was largely due to an increase of $25,000 in gain on sale of Local Limited Partnerships for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. The gains recorded by the Partnership can vary depending on the sales prices of the Housing Complexes or Local Limited Partnerships that are being sold. The reporting fees decreased by $(2,000) and the distribution income increased by $8,000 for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Local Limited Partnerships pay reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. Legal and accounting expenses increased by $(1,000) for the three months ended September 30, 2010 due to the timing of the accounting work performed.

Six Months Ended September 30, 2010 Compared to Six Months Ended September 30, 2009 The Partnership's net income for the six months ended September 30, 2010 was $12,000, reflecting an increase of approximately $31,000 from the net loss of $(19,000) for the six months ended September 30, 2009. The change was largely due to an increase of $25,000 in gain on sale of Local Limited Partnerships for the six months ended September 30, 2010 compared to the six months ended September 30, 2009. The gain recorded by the Partnership can vary depending on the sales prices of the Housing Complexes or Local Limited Partnerships that are being sold. The reporting fees decreased by $(2,000) and distribution income increased by $8,000 for the six months ended September 30, 2010 compared to the six months ended September 30, 2009. Local Limited Partnerships pay reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. Legal and accounting expenses increased by $(1,000) for the six months ended September 30, 2010 due to the timing of the accounting work performed.

Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009 The Partnership's net loss for the three months ended December 31, 2010 was $(5,000), reflecting a decrease of approximately $19,000 from the net loss of $(24,000) for the three months ended December 31, 2009. Legal and accounting expenses decreased by $10,000 for the three months ended December 31, 2010 due to the timing of the accounting work performed. There was also a decrease of $10,000 in write off of advances to Local Limited Partnerships for the three months ended December 31, 2010 compared to the three months ended December 31, 2009. No advances were made during the three months ended December 31, 2010 compared to advances of $(10,000) made and reserved for fully during the three months ended December 31, 2009. Advances vary based on the operations and needs of the Local Limited Partnerships. The distribution income decreased by $(8,000) and the reporting fees increased by $5,000 for the three months ended December 31, 2010 compared to the three months ended December 31, 2009. Local Limited Partnerships pay reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Nine Months Ended December 31, 2010 Compared to Nine Months Ended December 31, 2009 The Partnership's net income for the nine months ended December 31, 2010 was $7,000, reflecting an increase of approximately $50,000 from the net loss of $(43,000) for the nine months ended December 31, 2009. The change was largely due to an increase of $25,000 in gain on sale of Local Limited Partnerships for the nine months ended December 31, 2010 compared to the nine months ended December 31, 2009. The gain recorded by the Partnership can vary depending on the sales prices of the Housing Complexes or Local Limited Partnerships that are being sold. Legal and accounting expenses decreased by $10,000 for the nine months ended December 31, 2010 due to the timing of the accounting work performed. There was also a decrease of $10,000 in write off of advances to Local Limited Partnerships for the nine months ended December 31, 2010 compared to the nine months ended December 31, 2009. No advances were made during the nine months ended December 31, 2010 compared to advances of $(10,000) made and reserved for fully during the nine months ended December 31, 2009. Advances vary based on the operations and needs of the Local Limited Partnerships. The reporting fees increased by $3,000 for the nine months ended December 31, 2010 compared to the nine months ended December 31, 2009. Local Limited Partnerships pay reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Capital Resources and Liquidity

Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009 There was no material change in cash during the three months ended June 30, 2010 compared to the net decrease in cash for the three months ended June 30, 2009 of $(10,000). During the three months ended June 30, 2010, the Partnership made no payments of accrued asset management fees to the General Partner or an affiliate compared to $(4,000) paid during the three months ended June 30, 2009. Additionally, during the three months ended June 30, 2010, the Partnership made no reimbursement to the General Partner or an affiliate for operating expenses paid on its behalf compared to $(6,000) reimbursed during the three months ended June 30, 2009.

Six Months Ended September 30, 2010 Compared to Six Months Ended September 30, 2009 The net increase in cash during the six months ended September 30, 2010 was $18,000 compared to the net decrease in cash for the six months ended September 30, 2009 of $(1,000). There was an increase of $25,000 in proceeds received by the Partnership as a result of the dispositions of Local Limited Partnerships during the six months ended September 30, 2010 compared to the six months ended September 30, 2009. There was a $6,000 increase in reporting fees and distribution income for the six months ended September 30, 2010. Local Limited Partnerships pay the reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. During the six months ended September 30, 2010, the Partnership made no payments of accrued asset management fees to the General Partner or an affiliate compared to $(4,000) paid during the six months ended September 30, 2009. Additionally, during the six months ended September 30, 2010, the Partnership reimbursed the General Partner or an affiliate $(21,000) for operating expenses paid on its behalf compared to $(6,000) reimbursed during the six months ended September 30, 2009.

Nine Months Ended December 31, 2010 Compared to Nine Months Ended December 31, 2009 The net increase in cash during the nine months ended December 31, 2010 was $25,000 compared to the net decrease in cash for the nine months ended December 31, 2009 of $(1,000). There was an increase of $25,000 in proceeds received by the Partnership as a result of the dispositions of Local Limited Partnerships during the nine months ended December 31, 2010 compared to the nine months ended December 31, 2009. There was a $3,000 increase in reporting fees and distribution income for the nine months ended December 31, 2010. Local Limited Partnerships pay the reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. During the nine months ended December 31, 2010, the Partnership made no payments of accrued asset management fees to the General Partner or an affiliate compared to $(4,000) paid during the nine months ended December 31, 2009. Additionally, during the nine months ended December 31, 2010, the Partnership reimbursed the General Partner or an affiliate $(21,000) for operating expenses paid on its behalf compared to $(6,000) reimbursed during the nine months ended December 31, 2009.

During the three, six and nine months ended June 30, 2010, September 30, 2010 and December 31, 2010, accrued payables, which consist primarily of related party asset management fees and advances due to the General Partner or affiliates, increased by $12,000, $6,000 and $18,000, respectively, as compared to March 31, 2010. The General Partner does not anticipate that these accrued fees and advances will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership.

The Partnership expects its future cash flows, together with its net available assets at December 31, 2010, 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 November 30, 2012.

Recent Accounting Changes

In September 2006, the Financial Accounting Standards Board (the "FASB") issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted U.S. generally accepted accounting principles ("GAAP") for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance had no material impact on the Partnership’s financial statements.

In November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee’s issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it did not have a material impact on the Partnership’s financial condition or results of operations.

In April 2009, the FASB issued accounting guidance for Interim Disclosures about Fair Value of Financial Instruments. This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. It became effective for as of and for the interim period ended June 30, 2009 and had no impact on the Partnership’s financial condition or results of operations.

In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (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 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 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 is 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.

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership’s accounting policies. The adoption of the Codification did not have a material impact on the Partnership’s financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

NOT APPLICABLE

Item 4. Controls and Procedures

(a) Disclosure controls and procedures

As of the end of the periods covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried 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 Executive Officer and Chief Financial Officer have concluded that, as of the end of the periods 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.

(b) Changes in internal controls

There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarters ended June 30, 2010, September 30, 2010 and December 31, 2010 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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.	(Removed and Reserved)

Item 5.	Other Information

	NONE

Item 6.	Exhibits

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

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 or 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)

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 IV, L.P., SERIES 2

By: WNC Tax Credit Partners IV, L.P. General Partner

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

Wilfred N. Cooper, Jr.

President and Chief Executive Officer of WNC & Associates, Inc.

Date: November 15, 2011

By: /s/ Melanie R. Wenk

Melanie R. Wenk

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

Date: November 15, 2011