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Exhibit 10A
(FRONT)
Series
Certificate Number
Beneficial Assignee Certificate
[BOSTON CAPITAL PARTNERS, INC. LOGO]
BOSTON CAPITAL TAX CREDIT FUND V L. P.
(organized under the Laws of the State of Delaware)
BENEFICIAL ASSIGNEE CERTIFICATE OF LIMITED PARTNERSHIP INTEREST
This certifies that _______________________________________________________
_____________________________________________is the owner of Beneficial Assignee
Certificates of Limited Partnership Interest (the "BACs") in Boston Capital Tax
Credit Fund V L. P. Series ___ (the "Partnership"), a limited partnership
organized under the laws of the State of Delaware, issued by its assignor
limited partner, BCTC V Assignor Corp., a Delaware corporation (the "Assignor
Limited Partner"), pursuant to and in accordance with the Agreement of Limited
Partnership as amended from time to time (the "Partnership Agreement"). Such
Partnership Agreement authorizing the transfer of the beneficial interests of
BCTC VAssignor Corp. to the holder hereof (the "BAC Holder"), is hereby
incorporated by reference as fully as if set forth in its entirety, all of the
provisions of which, including but not limited to the rights and privileges, the
restrictions and qualifications thereof as set forth therein. No transfer, sale,
pledge or other disposition of the BACs evidenced by this Certificate may be
made except by compliance with the provisions of the Partnership Agreement and
applicable law. The holder and every transferee or assignee hereof or of the BAC
represented hereby or any interest therein agrees to be bound by the terms of
the Partnership Agreement.
[This Certificate is not valid unless registered and countersigned by the
Transfer Agent and Registrar.]
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ATTENTION CALIFORNIA RESIDENTS: IT IS UNLAWFUL TO CONSUMMATE A SALE OR
TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.
Witness the facsimile signatures of the duly authorized officers of the
General Partner of the Partnership and the Assignor Limited Partner.
Date: Boston Capital Tax Credit Fund V L.P.
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By: Boston Capital Associates V L.L.C.,
its general partner
By:
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John P. Manning
Managing Member
BCTC V Assignor Corp.,
Assignor Limited Partner
By:
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John P. Manning
President
[Countersigned and Registered:
Registrar and Transfer Company,
Transfer Agent and Registrar
By:
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Authorized Signature]
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(BACK)
THE INTERESTS EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS OF THE PARTNERSHIP AGREEMENT
AND TO THE FOLLOWING PROVISIONS:
This Certificate and the Interests evidenced hereby (but no fractional part
of an Interest) may be transferred only by the holder of record hereof upon the
surrender of this Certificate, duly executed to the Partnership or its Designee;
subject, however, to all of the limitations and restrictions contained in the
Partnership Agreement. This Certificate may be surrendered to the Assignor
Limited Partner or its Designee, in exchange for one or more certificates for
the same aggregate number of BACs, provided, however that no certificate may be
issued representing a fractional BAC.
Until due presentation of this Certificate for entry in the books and
records of the Partnership, the Partnership may treat the holder of record of
the BACs represented by this Certificate as the owner thereof for all purposes
and shall not be charged with notice of any claim or demand to the BACs
represented by this Certificate or the Interest of any other person. The entry
in the books and records of the Partnership of the transfer of this Certificate
shall transfer to the transferee as of the effective date prescribed by Article
VII of the Partnership Agreement such right, title, and interest of the
transferor in and to this Certificate (and to the Interests evidenced hereby) as
is prescribed by Article VII of the Partnership Agreement. A transfer of this
Certificate shall not hereby transfer to the transferee the right to any sum
payable to the holder of record prior to the effective date of such transfer.
Any transferee or assignee hereof or of the BACs represented hereby or any
interest therein is advised to consult his tax advisor with respect to the
applicable tax consequences to him at the time of acceptance of the sale,
assignment or transfer of the BACs represented by this Certificate.
Any transferee or assignee hereof or of the BACs represented hereby or any
interest therein is advised to consult his tax advisor with respect to the
applicable tax consequences to him at the time of acceptance of the sale,
assignment or transfer of the BACs represented by this Certificate.
The transferee, if a resident of California upon acceptance of the sale,
assignment or transfer of the BACs represented by this Certificate confirms that
the BACs are a suitable investment for the transferee based upon the following
suitability standards: (1) minimum annual gross income for the current year of
$60,000 and a net worth (excluding home, home furnishings and automobiles) of
$60,000 or (2) net worth (excluding home, home furnishings and automobiles) of
not less than $175,000. In addition to this requirement, a Pennsylvania
transferee's net worth must also be equal to or greater than ten times his or
her dollar amount of BACs purchased.
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BAC Holders are advised as follows:
You have acquired an interest in Boston Capital Tax Credit Fund V L.P., One
Boston Place, Suite 2100 Boston, Massachusetts 02180-4406, whose taxpayer
identification number is _______________________. The Internal Revenue Service
has issued Boston Capital Tax Credit Fund V L.P. the following tax shelter
registration number:
You must report this registration number to the Internal Revenue Service,
if you claim any deduction, loss, credit, or other tax benefit or report any
income by reason of your investment in Boston Capital Tax Credit Fund V L.P.,
Series ___.
You must report the registration number (as well as the name, and taxpayer
identification number of Boston Capital Tax Credit Fund V L.P.) on Form 8271.
Form 8271 must be attached to the return on which you claim the deduction,
loss, credit, or other tax benefit or report any income.
Issuance of a registration number does not indicate that this investment or
the claimed tax benefits have been reviewed, examined, or approved by the
Internal Revenue Service.
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The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws of regulations.
TEN COM - as tenants in common
UNIF GIFT MIN - __________ Custodian____________
(cust) Minor)
under Uniform Gifts to Minors Act
__________________________________
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list
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FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF TRANSFEREE
_____________________________
________________________________________________________________________________
(Please print name and address of transferee)
the beneficial assignee certificates of limited partnership interest, and does
hereby irrevocably constitute and appoint _____________________________ to
transfer said certificate on the books of the Partnership with full power of
substitution.
Date:
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The above signature of the transferor must
correspond with the name as written upon the
face of the Certificate in every particular
without alteration or enlargement or any
change whatsoever.
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