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EX-13 - EXHIBIT 13 - BF Garden Tax Credit Fund V L.P.v226761_ex13.htm
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EX-32.A - EXHIBIT 32.A - BF Garden Tax Credit Fund V L.P.v226761_ex32a.htm
EX-31.B - EXHIBIT 31.B - BF Garden Tax Credit Fund V L.P.v226761_ex31b.htm
EX-32.B - EXHIBIT 32.B - BF Garden Tax Credit Fund V L.P.v226761_ex32b.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2011 or
 
o  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  333-109898
 
BOSTON CAPITAL TAX CREDIT FUND V L.P.
(Exact name of registrant as specified in its charter)

Delaware
14-1897569
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)

One Boston Place, Suite 2100, Boston, Massachusetts  02108
(Address of principal executive offices)           (Zip Code)

Registrant’s telephone number, including area code (617)624-8900

Securities registered pursuant to Section 12(b) of the Act:
Title of each class - Name of each exchange on which registered
None

Securities registered pursuant to Section 12(g) of the Act:
Title of class
Beneficial Assignee Certificates

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨ No x
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨ No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨ No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition 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 ¨
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x
 
DOCUMENTS INCORPORATED BY REFERENCE

The following documents of the Fund are incorporated by reference:

None


BOSTON CAPITAL TAX CREDIT FUND V L.P.
FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2011

TABLE OF CONTENTS

PART I
     
1
3
5
5
11
11
     
     
12
12
13
25
25
25
25
26
     
     
27
29
30
30
31
     
     
32



Business

Organization

Boston Capital Tax Credit Fund V L.P. (the "Fund") is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of October 15, 2003.  The general partner of the Fund is Boston Capital Associates V LLC, a Delaware limited liability company.  The members of the general partner are Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, and John P. Manning, who is the managing member.  Additional members of the general partner are Jeffrey H. Goldstein and Marc N. Teal.  The general partner of Boston Capital Companion Limited Partnership is Boston Capital Partners II Corporation whose sole shareholder is John P. Manning.  John P. Manning is the principal of Boston Capital Partners, Inc.

The assignor limited partner is BCTC V Assignor Corp., a Delaware corporation which is wholly-owned by John P. Manning. The assignor limited partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the limited partnership interest of the assignor limited partner are assigned by the assignor limited partner by means of beneficial assignee certificates ("BACs") to investors and investors are entitled to all the rights and economic benefits of a limited partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.

A Registration Statement on Form S-11 and the related prospectus, (together with each subsequently filed prospectus, the "Prospectus") were filed with the Securities and Exchange Commission and became effective January 2, 2004, in connection with a public offering (together with each subsequent offering of BACs described herein, the "Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 7,000,000 BACs at $10 per BAC.  On August 10, 2004 a Form S-11, which registered an additional 8,500,000 BACs for sale to the public in one or more series became effective.  As of March 31, 2011, subscriptions had been received and accepted by the Fund for 11,777,706 BACs in three series representing capital contributions of $117,777,060 in the aggregate.

Description of Business

The Fund's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships") each of which will own or lease and will operate an apartment complex exclusively or partially for low- and moderate-income tenants.  Each Operating Partnership in which the Fund invests owns apartment complexes, which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive government assistance.  Each apartment complex is expected to qualify for the low-income housing tax credit under Section 42 of the Code (the "Federal Housing Tax Credit"), providing tax benefits over a period of ten to twelve years in the form of tax credits which investors may use to offset income, subject to strict limitations, from other sources.  Some apartment complexes may also qualify for the historic rehabilitation tax credit under Section 47 of the Code (the "Rehabilitation
 
 
1

 
Tax Credit").  Section 236(f)(ii) of the National Housing Act, as amended, and Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as tax credits.  The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income.  Some of the apartment complexes in which the Fund has invested are receiving their rent supplements from HUD.  HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the apartment complex, but directly to the individuals.  At this time, the Fund is unable to predict whether Congress will continue rent supplement programs payable directly to owners of apartment complexes.
 
As of March 31, 2011 the Fund had invested in 15 Operating Partnerships on behalf of Series 47; 11 Operating Partnerships on behalf of Series 48; and 24 Operating Partnerships on behalf of Series 49.  A description of these Operating Partnerships is set forth in Item 2 herein.

The business objectives of the Fund are to:
(1)
provide current tax benefits to investors in the form of Federal Housing Tax Credits and, in limited instances, a small amount of Rehabilitation Tax Credits, which an investor may apply, subject to strict limitations, against the investor's federal income tax liability from active, portfolio and passive income;
(2)
preserve and protect the Fund's capital and provide capital appreciation and cash distributions to limited partners through increases in value of the Fund's investments and, to the extent applicable, increase in equity through periodic payments on the mortgage indebtedness with respect to the apartment complexes;
(3)
provide tax benefits in the form of passive losses which an investor may apply to offset his passive income (if any); and
(4)
provide cash distributions (except with respect to the Fund's investment in some non-profit Operating Partnerships) from capital transaction proceeds.  The Operating Partnerships intend to hold the apartment complexes for appreciation in value.  The Operating Partnerships may sell the apartment complexes after a period of time if financial conditions in the future make such sales desirable and if such sales are permitted by government restrictions.

Employees

The Fund does not have any employees.  Services are performed by the general partner and its affiliates and agents retained by them.


Item 1A.       Risk Factors

As used in this Item 1A, references to “we, “us” and “our” mean the Fund.

An investment in our BACs and our investments in Operating Partnerships are subject to risks. These risks may impact the tax benefits of an investment in our BACs, and the amount of proceeds available for distribution to our limited partners, if any, on liquidation of our investments.

In addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations.

The ability of limited partners to claim tax losses from their investment in us is limited.

The IRS may audit us or an Operating Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge.  The alternative minimum tax could reduce tax benefits from an investment in our BACs.  Changes in tax laws could also impact the tax benefits from an investment in our BACs and/or the value of the Operating Partnerships.  Until the Operating Partnerships have completed a mandatory fifteen year Low Income Housing Tax Credit compliance period, investors are at risk for potential recapture of Low Income Housing Tax Credits that have already been claimed.

The Low Income Housing Tax Credits rules are extremely complicated and noncompliance with these rules may have adverse consequences for BAC holders.

Noncompliance with applicable tax regulations may result 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 Operating Partnerships may be sold at a price which would not result in our realizing cash distributions or proceeds from the transaction.  Accordingly, we may be unable to distribute any cash to our investors. Low Income Housing Tax Credits may be the only benefit from an investment in our BACs.

Poor performance of one housing complex, or the real estate market generally, could impair our ability to satisfy our investment objectives.

Each housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Fund, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax Credits, and a loss of our investment in the housing complex would occur.  To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:


-  difficulties in obtaining rent increases;
-  limitations on cash distributions;
-  limitations on sales or refinancing of Operating Partnerships;
-  limitations on transfers of interests in Operating Partnerships;
-  limitations on removal of local general partners;
-  limitations on subsidy programs; and
-  possible changes in applicable regulations.

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.

No trading market for the BACs exists or is expected to develop.

There is currently no active trading market for the BACs.  Accordingly, limited partners may be unable to sell their BACs or may have to sell BACs at a discount.  Limited partners should consider their BACs to be a long-term investment.

Investors may realize taxable gain on sale or disposition of BACs.

Upon the sale or other taxable disposition of BACs, investors will realize taxable income to the extent that their allocable share of the non-recourse mortgage indebtedness on the apartment complexes, together with the money they receive from the sale of the BACs, is greater than the original cost of their BACs.  This realized taxable income is reduced to the extent that investors have suspended passive losses or credits.  It is possible that the sale of BACs may not generate enough cash to pay the tax obligations arising from the sale.

Investors may have tax liability in excess of cash.

Investors eventually may be allocated profits for tax purposes which exceed any cash distributed to them.  For this tax liability, the investor will have to pay federal income tax without a corresponding cash distribution.  Similarly, in the event of a sale or foreclosure of an apartment complex or a sale of BACs, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to him or her as a result of such event.

Investors may not receive cash if apartment complexes are sold.

There is no assurance that investors will receive any cash distributions from the sale or refinancing of an apartment complex.  The price at which an apartment complex is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time.  Even if there are net cash proceeds from a sale, expenses such as accrued Fund management fees and unpaid loans will be deducted pursuant to Section 4.02(a) of the Fund Agreement.  If any of these events happen, investors will not get all of their investment back, and the only benefit from an investment will be the tax credits received.

The sale or refinancing of the apartment complexes is dependent upon the following material factors:


 
The necessity of obtaining the consent of the operating general partners;
 
The necessity of obtaining the approval of any governmental agency(ies) providing government assistance to the apartment complex;   and
 
The uncertainty of the market.

Any sale may occur well after the fifteen-year federal housing tax credit compliance period.

We have insufficient sources of cash to pay our existing liabilities.

We currently do not have sufficient cash resources to satisfy our financial liabilities.  Furthermore, we do not anticipate that we will have sufficient available cash to pay our future financial liabilities.  Substantially all of our existing liabilities are payable to our general partner and its affiliates.  Though the amounts payable to the general partner and its affiliates are contractually currently payable, we do not believe that the general partner or its affiliates will demand immediate payment of these contractual obligations in the near term; however, there can be no assurance that this will be the case.  We would be materially adversely affected if the general partner or its affiliates demanded payment in the near term of our existing contractual liabilities or suspended the provision of services to us because of our inability to satisfy these obligations.   All monies currently deposited, or that will be deposited in the future, into the Fund's working capital reserves are intended to be utilized to pay our existing and future liabilities.

Item 1B.         Unresolved Staff Comments

Not applicable.

Item 2.            Properties

The Fund has acquired a limited partnership interest in 50 Operating Partnerships in three series, identified in the table set forth below.  The apartment complexes owned by the Operating Partnerships are eligible for the Federal Housing Tax Credit.  Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a designated percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy."  The Operating Partnerships and the respective apartment complexes are described more fully in the Prospectus.  The general partner believes that there is adequate casualty insurance on the properties.

Please refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.


Boston Capital Tax Credit Fund V L.P. - Series 47

PROPERTY PROFILE AS OF MARCH 31, 2011

Property
Name
 
Location
 
Units
   
Mortgage
Balance as
of 12/31/10
   
Acq
Date
   
Const
Comp
   
Qualified
Occupancy
3/31/11
   
Cap Con
paid thru
3/31/11
 
                                         
Countrybook Apartments
 
Champagne, IL
  150     $ 6,582,378     06/04     07/05       100 %   $ 2,163,644  
                                               
Dawn Springs Villa Apartments
 
London, KY
  24       535,167     05/05     10/05       100 %     591,815  
                                               
La Maison Apartments
 
Lake Charles, LA
  78       2,526,138     06/04     12/04       100 %     2,339,767  
                                               
Marion Apartments
 
Marion, MI
  32       1,316,907     07/04     12/04       100 %     419,185  
                                               
Mayfair Park Apartments
 
Houston, TX
  178       9,300,000     03/04     07/05       100 %     2,383,449  
                                               
McEver Vineyards Apartments
 
Gainesville, GA
  220       10,692,340     11/03     12/04       100 %     2,045,234  
                                               
Mira Vista Apartments
 
Santa Anna, TX
  24       472,039     03/04     03/05       100 %     508,963  
                                               
Park Plaza Apartments
 
Temple, OK
  14       748,661     11/04     11/04       100 %     163,329  
                                               
Parkland Manor Apartments
 
Leitchfield, KY
  74       1,878,916     07/04     05/05       100 %     2,656,523  
                                               
Pecan Creek Apartments
 
Hillsboro, TX
  48       1,610,045     03/04     07/05       100 %     1,042,211  
                                               
Sandpiper Apartments
 
Carrollton, AL
  52       1,203,882     04/04     11/04       100 %     1,819,982  
                                               
The Masters Apartments
 
Kerrville, TX
  144       7,380,000     06/04     10/05       100 %     1,948,109  


Boston Capital Tax Credit Fund V L.P. - Series 47

PROPERTY PROFILE AS OF MARCH 31, 2011

Continued
Property
Name
 
Location
 
Units
 
Mortgage
Balance as
of 12/31/10
 
Acq
Date
 
Const
Comp
 
Qualified
Occupancy
3/31/11
   
Cap Con
paid thru
3/31/11
 
                                 
The Vistas Apartments
 
Marble Falls, TX
 
124
  $ 5,800,000  
03/04
 
06/05
    100 %   $ 2,153,083  
                                       
Time Square on the Hill
 
Fort Worth, TX
 
200
    6,797,358  
03/04
 
12/04
    100 %     3,078,424  
                                       
Wellington Park Apts.
 
Houston, TX
 
244
    12,650,000  
01/04
 
07/05
    100 %     2,449,752  


Boston Capital Tax Credit Fund V L.P. - Series 48

PROPERTY PROFILE AS OF MARCH 31, 2011

Property
Name
 
Location
 
Units
 
Mortgage
Balance as
of 12/31/10
 
Acq
Date
 
Const
Comp
 
Qualified
Occupancy
3/31/11
   
Cap Con
paid thru
3/31/11
 
                                 
Colusa Avenue Apartments
 
Chowchilla, CA
 
38
  $ 1,894,509  
07/04
 
05/05
    100 %   $ 653,154  
                                       
Contempo Apartments
 
Hammond, LA
 
48
    1,519,406  
08/04
 
08/05
    100 %     587,485  
                                       
Greenway Place Apartments
 
Hopkinsville, KY
 
41
    1,331,478  
04/04
 
03/05
    100 %     1,850,391  
                                       
Mayfair Park Apartments
 
Houston, TX
 
178
    9,300,000  
03/04
 
07/05
    100 %     2,383,449  
                                       
Mira Vista Apartments
 
Santa Anna, TX
 
24
    472,039  
03/04
 
03/05
    100 %     16,718  
                                       
McEver Vineyards Apartments
 
Gainesville, GA
 
220
    10,692,340  
11/03
 
12/04
    100 %     2,045,232  
                                       
Starlite Village Apartments
 
Elizabethtown, KY
 
40
    1,306,776  
11/04
 
06/05
    100 %     1,672,329  
                                       
The Links Apartments
 
Umatilla, OR
 
24
    2,037,996  
06/04
 
11/04
    100 %     707,499  
                                       
The Masters Apartments
 
Kerrville, TX
 
144
    7,380,000  
06/04
 
10/05
    100 %     1,948,110  
                                       
Wellington Park Apartments
 
Houston, TX
 
244
    12,650,000  
01/04
 
07/05
    100 %     2,449,752  
                                       
Wyndam Place Senior Residences
 
Emporia, KS
 
42
    1,095,359  
08/04
 
05/05
    100 %     2,644,056  


Boston Capital Tax Credit Fund V L.P. - Series 49

PROPERTY PROFILE AS OF MARCH 31, 2011

Property
Name
 
Location
 
Units
 
Mortgage
Balance as
of 12/31/10
 
Acq
Date
 
Const
Comp
 
Qualified
Occupancy
3/31/11
   
Cap Con
paid thru
3/31/11
 
                                 
Bahia Palms Apartments
 
Laguna Vista, TX
 
64
  $ 1,663,351  
02/05
 
07/06
    100 %   $ 986,602  
                                       
Briarwood Apartments
 
Kaufman, TX
 
48
    1,672,526  
02/05
 
12/06
    100 %     1,336,743  
                                       
Bristol Apartments
 
Houston, TX
 
248
    12,100,000  
05/04
 
11/05
    100 %     6,805,870  
                                       
Brookview I&II Apartments
 
Mauston, WI
 
22
    709,203  
03/05
 
06/05
    100 %     742,348  
                                       
Chester Townhouses
 
Columbia, SC
 
62
    1,787,223  
03/06
 
11/06
    100 %     566,943  
                                       
Columbia Senior Residences at MT. Pleasant
 
Atlanta, GA
 
78
    1,733,787  
12/05
 
06/07
    100 %     6,162,028  
                                       
Countrybrook Apartments
 
Champaign, IL
 
150
    6,582,378  
06/04
 
07/05
    100 %     112,246  
                                       
Garden Grace Apartments
 
Owensboro, KY
 
62
    3,301,093  
10/05
 
07/06
    100 %     2,863,240  
                                       
La Mirage Villas Apartments
 
Perryton, TX
 
48
    1,730,844  
02/05
 
12/06
    100 %     1,367,398  
                                       
Linda Villa Apartments
 
Shepherdsville, KY
 
32
    1,072,345  
5/05
 
10/05
    100 %     1,645,392  
                                       
Linden’s Apartments
 
Shawnee, OK
 
54
    1,140,766  
12/04
 
02/06
    100 %     462,455  
                                       
Meadow Glen Apartments
 
Kingfisher, OK
 
20
    1,258,987  
10/05
 
07/05
    100 %     406,280  


Boston Capital Tax Credit Fund V L.P. - Series 49

PROPERTY PROFILE AS OF MARCH 31, 2011

Continued
Property
Name
 
Location
 
Units
 
Mortgage
Balance as
of 12/31/10
 
Acq
Date
 
Const
Comp
 
Qualified
Occupancy
3/31/11
   
Cap Con
paid thru
3/31/11
 
                                 
Post Oak East Apartments
 
Fort Worth, TX
 
246
  $ 13,589,299  
07/04
 
05/06
    100 %   $ 1,141,118  
                                       
RenaissanceVillage
 
Bowling Green, KY
 
34
    687,309  
05/05
 
05/06
    100 %     2,828,268  
                                       
Richwood Apartments
 
Ash Flat, AR
 
25
    1,308,472  
12/05
 
08/06
    100 %     810,134  
                                       
Ridgeview Terrace Apartments
 
Mount Vernon, WA
 
80
    4,141,521  
01/05
 
08/05
    100 %     1,768,991  
                                       
Rosehill Senior Apartments Phase II
 
Topeka, KS
 
36
    2,450,000  
08/04
 
04/05
    100 %     2,550,156  
                                       
Rosewood Apartments
 
Lenexa, KS
 
144
    8,274,354  
12/05
 
07/06
    100 %     4,383,214  
                                       
Sunset Manor
 
Kewaunee, WI
 
38
    1,151,680  
10/05
 
07/05
    100 %     1,161,920  
                                       
The Gardens of Athens
 
Athens, TX
 
32
    1,548,225  
01/05
 
12/05
    100 %     1,702,751  
                                       
The Linden's Apartments
 
Bartesville, OK
 
54
    1,049,914  
05/05
 
06/06
    100 %     3,577,901  
                                       
The Vistas Apartments
 
Marble Falls, TX
 
124
    5,800,000  
03/04
 
06/05
    100 %     629,603  
                                       
Union Square Apartments
 
Junction City, LA
 
32
    959,996  
02/05
 
09/05
    100 %     733,891  
                                       
Vista Hermosa Apartments
 
Eagle Pass TX
 
20
    512,484  
06/05
 
09/06
    100 %     479,965  


Legal Proceedings

None.

(Removed and Reserved.)



Market for the Fund's Limited Partnership Interest, Related Fund Matters and Issuer Purchases of Partnership Interests

 
(a)
Market Information
 
The Fund is classified as a limited partnership and does not have common stock.  There is no established public trading market for the BACs and it is not anticipated that any public market will develop.

 
(b)
Approximate number of security holders
 
As of March 31, 2011, the Fund has 5,175 BAC holders for an aggregate of 11,777,706 BACs, at a subscription price of $10 per BAC, received and accepted.

The BACs are being issued in series.  Series 47 consists of 1,558 investors holding 3,478,334 BACs, Series 48 consists of 1,042 investors holding 2,299,372 BACs and Series 49 consists of 2,575 investors holding 6,000,000 BACs at March 31, 2011.

 
(c)
Dividend history and restriction
 
The Fund has made no distributions of net cash flow to its BAC holders from its inception, October 15, 2003, through March 31, 2011.

The Fund Agreement provides that profits, losses and credits will be allocated each month to the holder of record of a BAC as of the last day of such month.  Allocation of profits, losses and credits among BAC holders are made in proportion to the number of BACs held by each BAC Holder.

Any distributions of net cash flow or liquidation, sale or refinancing proceeds will be made within 180 days of the end of the annual period to which they relate.  Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by the holder on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month.

To date the Fund has not made any cash distributions to the limited partners.

Item 6.       Selected Financial Data

Not Applicable.


Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A of this Report. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Liquidity

The Fund's primary source of funds is the proceeds of each Offering.  Other sources of liquidity include (i) interest earned on capital contributions held pending investment or on working capital reserves, (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest and (iii) a line of credit.  All sources of liquidity are available to meet the obligations of the Fund.  The Fund does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships.

Capital Resources

The Fund offered BACs in the Offering originally declared effective by the Securities and Exchange Commission on January 2, 2004.  As of March 31, 2011 the Fund had received and accepted subscriptions for $117,777,060 representing 11,777,706 BACs from investors admitted as BAC holders in Series 47 through Series 49 of the Fund. The Fund concluded its public offering of BACs in the Fund on April 29, 2005.

(Series 47).  The Fund commenced offering BACs in Series 47 on January 2, 2004.  The Fund received and accepted subscriptions for $34,783,340 representing 3,478,334 BACs from investors admitted as BAC holders in Series
47.  Offers and sales of BACs in Series 47 were completed and the last of the BACs in Series 47 were issued by the Fund on April 30, 2004.

During the fiscal year ended March 31, 2011, $2,475 of Series 47 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships.  As of March 31, 2011, proceeds from the offer and sale of BACs in Series 47 had been used to invest in 15 Operating Partnerships in an aggregate amount of $26,407,255.  The Fund had completed payment of all installments of its capital contributions to 14 of the Operating Partnerships. Series 47 has outstanding contributions payable to 1 Operating Partnership in the amount of $91,654 as of March 31, 2011.  The remaining contributions will be released when the Operating Partnership has achieved the conditions set forth in its partnership agreement.


(Series 48).  The Fund commenced offering BACs in Series 48 on May 11, 2004.  The Fund received and accepted subscriptions for $22,993,720 representing 2,299,372 BACs from investors admitted as BAC holders in Series 48.  Offers and sales of BACs in Series 48 were completed and the last of the BACs in Series 48 were issued by the Fund on August 12, 2004.

During the fiscal year ended March 31, 2011, $2,475 of Series 48 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships.  As of March 31, 2011, proceeds from the offer and sale of BACs in Series 48 had been used to invest in 11 Operating Partnerships in an aggregate amount of $17,450,063.  The Fund had completed payment of all installments of its capital contributions to 10 of the Operating Partnerships. Series 48 has outstanding contributions payable to 1 Operating Partnership in the amount of $178,629 as of March 31, 2011. Of the total amount outstanding, $168,628 has been loaned to an Operating Partnership.  The loan will be converted to equity and the remaining contributions of $10,001 will be released when the Operating Partnership have achieved the conditions set forth in their respective partnership agreement.

(Series 49).  The Fund commenced offering BACs in Series 49 on August 24, 2004.  The Fund received and accepted subscriptions for $60,000,000 representing 6,000,000 BACs from investors admitted as BAC holders in Series 49 as of March 31, 2011. Offers and sales of BACs in Series 49 were completed and the last of the BACs in Series 49 were issued by the Fund on April 29, 2005.

During the fiscal year ended March 31, 2011, $54,389 of Series 49 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships.  As of March 31, 2011, proceeds from the offer and sale of BACs in Series 49 had been used to invest in 24 Operating Partnerships in an aggregate amount of $45,667,147.  The Fund had completed payment of all installments of its capital contributions to 21 of the Operating Partnerships. Series 49 has outstanding contributions payable to 3 Operating Partnerships in the amount of $241,530 as of March 31, 2011.  Of the total amount outstanding, $230,663 has been loaned or advanced to the Operating Partnerships.  The loans and advances will be converted to equity and the remaining contributions of $10,867 will be released when the Operating Partnerships have achieved the conditions set forth in their respective partnership agreements.


Results of Operations

The Fund incurs a fund management fee to the general partner and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of partnership management and reporting fees paid by the Operating Partnerships. The annual fund management fee incurred, net of fees received, for the fiscal years ended March 31, 2011 and 2010, was $1,021,891, and $1,020,560, respectively.
 
The Fund's investment objectives do not include receipt of significant cash flow distributions from the Operating Partnerships in which it has invested or intends to invest.  The Fund's investments in Operating Partnerships have been and will be made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders.
 
(Series 47).  As of March 31, 2011 and 2010, the average Qualified Occupancy for the series was 100%. The series had a total of 15 properties as of March 31, 2011, all of which were at 100% Qualified Occupancy.
 
For the tax years ended December 31, 2010 and 2009, the series, in total, generated $2,234,578 and $1,718,776, respectively in passive income tax losses that were passed through to the investors and also provided $0.97 for both years in tax credits per BAC to the investors.

As of March 31, 2011 and 2010, Investments in Operating Partnerships for Series 47 was $10,949,197 and $13,451,384, respectively.  The decrease is primarily the result of the way the Fund accounts for such investments, the equity method. By using the equity method, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.
 
For the years ended March 31, 2011 and 2010, net loss of the series was $3,261,520 and $2,709,480, respectively. The major components of the current year amount were share of losses from Operating Partnerships, impairment losses, and partnership management fees.

CP Continental L.P. (Time Square on the Hill) is a 200-unit family development located in Fort Worth, TX. Despite an average physical occupancy of 91% in 2010, the property operated below breakeven due to low economic occupancy coupled with high operating expenses; specifically, administrative, insurance and bad debt. Management was able to cut the bad debt in half in 2010 due to more diligent collections efforts and tighter applicant screening policies.  Despite the large decrease in bad debt, administrative expenses increased in 2010. The property suffers from poor visibility and has almost no drive-by traffic, requiring a large amount of money to be spent on advertising.  The property also has fewer amenities than the competition and a new nearby tax credit property is currently in lease up.  The new property has three pools, washer/dryer connections and covered parking at the same rent levels as CP Continental.  Management is reviewing administrative expense levels to determine areas that can be reduced.  Occupancy has improved in the first quarter of 2011 and was 93% as of March 31, 2011.  Through the first quarter of 2011, the property is operating at breakeven and is in line with its budget for both rental revenues and operating expenses except for the sewer expenses, which are coming in higher than budgeted. The property’s mortgage, real estate taxes, and insurance are current. After rental achievement, the operating general partner is obligated to promptly advance funds to eliminate any operating deficit.  The operating general partner is not obligated to have subordinated loans outstanding at any time in excess of $542,490. The management company, an affiliate of the operating general partner, is
 
 
deferring all fees until operations improve.  The low income tax credit compliance period expires on December 31, 2019.
McEver Vineyards L.P. (McEver Vineyards) is a 220-unit family property located in Gainesville, GA. Average occupancy improved in 2010 to 95% after a material decline in 2009 to 87% from 93% in 2008.  As of December 31, 2010, the property was 91% occupied.  Occupancy averaged 91% for the quarter ending March 31, 2011, and as of March 31, 2011, the property was 92% occupied.  Due to the closing of several area food processing plants in early 2009 several competing properties significantly reduced rents; however, McEver Vineyards was slow to decrease their rents to remain competitive and lost many residents to competing properties.  As a result, occupancy declined from a high of 95% in February 2009 to a low of 80% in October 2009.  As of the last site inspection by the investment general partner in April 2010, all vacant units were rent ready and the property maintained good curb appeal.

The mortgage payable has been in default since October 2009 and remains two months in arrears as of March 31, 2011.  The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful.  The lender has informally agreed to allow the mortgage to remain in default, and as long as mortgage payments continue to be made on a monthly basis, a foreclosure action will not be initiated.  While the investment general partner will continue to work with the operating general partner and lender in an effort to bring operations to a breakeven level, as of March 31, 2011 the lender does not appear to be interested in pursuing a loan modification. During the quarter ending March 31, 2011, the operating general partner advanced $142,000 to McEver Vineyards; approximately $107,000 was utilized to bring the Operating Partnership’s real estate taxes current.  If the property were to be foreclosed in 2011, it would result in loss of credits and credit recapture of $73 and $170, respectively, per 1,000 BACs.

Due to reduced rental income, high bad debt expense and continued high turnover costs, operations remained significantly below breakeven in 2010 and for the first quarter ending March 31, 2011.  Originally, the operating general partner’s operating deficit guaranty was set at a maximum of $800,000 for a period of thirty-six months commencing after rental achievement.  Rental achievement was met in the first quarter of 2007; consequently, the operating deficit guaranty was scheduled to expire on March 31, 2010.  In late June 2010, the operating general partner agreed to continue funding operating deficits in exchange for the Operating Partnership agreeing that these advances would be treated as a third party loan in terms of priority of repayment from cash flow and/or capital events.  Effective September 2010, the Operating Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans.  As of March 31, 2011, insurance and real estate taxes were current and the mortgage payable was 60 days in arrears as noted above.

Marble Fall Vistas Apartments L.P. (Vistas Apartments) is a 124-unit family property located in Marble Falls, TX.  The property experienced an increase in vacancy in 2010 and first quarter of 2011 caused by a soft employment and rental market. However, the property is exempt from paying real estate taxes and operating expenses continue to be below the investment general partner’s state averages. As a result, the property was able to operate above breakeven in 2010 and through the first quarter of 2011. The local economy continues to struggle, and many employers have relocated or reduced their work force. The operating general partner increased marketing by adding new signage and increasing the property’s newspaper and on-line presence.  To minimize turnover and boost resident retention, management continues to organize
 
 
monthly social events at the property. The operating general partner is also using tenant referral incentives to help increase occupancy. The mortgage and insurance payments are current.
 
Hillsboro Fountainhead, L.P. (Pecan Creek Apartments) is a 48-unit family property located in Hillsboro, TX.  Occupancy averaged 88% in 2010, increasing 5% from the prior year's average, with above breakeven operations. The local economy has struggled with widespread layoffs in the retail industry. In addition, gas well exploration has halted, farm labor has declined due to poor crop production, and fast food chains have cut hours in order to control costs as a result of the minimum wage increase. The property is a member of the Hillsboro Crime Free Multi-Housing Program and has been successful in keeping crime and drug activity off the site. Management has successfully targeted local churches, other property owners, and law enforcement agencies in an effort to attract tenants that meet the rental requirements. In addition, the onsite manager has developed an excellent relationship with the local housing authority.  Management continues to distribute flyers in the surrounding Hillsboro area and advertises in the Hillsboro newspaper. At the end of the first quarter of 2011, occupancy was 100% with above breakeven operations.  The investment general partner will continue to monitor the property to ensure that the tenant base remains stable. All real estate tax, insurance and mortgage payments are current.

Pecan Acres, L.P. (La Maison Apartments) is a 78-unit family property located in Lake Charles, LA.  Despite high average occupancy of 96% in 2009, the property operated below breakeven.  The primary cause of below breakeven operations was high operating expenses related to curing deferred maintenance and completing property upgrades. Occupancy improved in 2010 to average 97% allowing the property to operate above breakeven.  Occupancy continues to be strong and was 100% as of March 31, 2011 and the property continues to operate above breakeven. All real estate tax, insurance and mortgage payments are current.  Although the operating general partner’s operating deficit guarantee has expired, the property does maintain an operating reserve that has been used to fund deficits.  The low income housing tax credit compliance period expires on December 31, 2019.  Due to the fact that operations have stabilized above breakeven, the investment general partner will cease reporting for Pecan Acres subsequent to March 31, 2011.

(Series 48).  As of March 31, 2011 and 2010, the average Qualified Occupancy for the series was 100%.  The series had a total of 11 properties as of March 31, 2011, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2010 and 2009, the series, in total, generated $1,501,205 and $917,008, respectively in passive income tax losses that were passed through to the investors and also provided $0.97 for both years in tax credits per BAC to the investors.

As of March 31, 2011 and 2010, Investments in Operating Partnerships for Series 48 was $8,346,895 and $10,098,426, respectively. The decrease is primarily the result of the way the Fund accounts for such investments, the equity method. By using the equity method, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

For the years ended March 31, 2011 and 2010, the net loss of the series was $2,621,202 and $1,371,482, respectively. The major components of the current year amount were share of losses from operating partnerships, impairment loss, and partnership management fees.


McEver Vineyards L.P. (McEver Vineyards) is a 220-unit family property located in Gainesville, GA. Average occupancy improved in 2010 to 95% after a material decline in 2009 to 87% from 93% in 2008.  As of December 31, 2010, the property was 91% occupied.  Occupancy averaged 91% for the quarter ending March 31, 2011, and as of March 31, 2011, the property was 92% occupied.  Due to the closing of several area food processing plants in early 2009 several competing properties significantly reduced rents; however, McEver Vineyards was slow to decrease their rents to remain competitive and lost many residents to competing properties.  As a result, occupancy declined from a high of 95% in February 2009 to a low of 80% in October 2009.  As of the last site inspection by the investment general partner in April 2010, all vacant units were rent ready and the property maintained good curb appeal.

The mortgage payable has been in default since October 2009 and remains two months in arrears as of March 31, 2011.  The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful.  The lender has informally agreed to allow the mortgage to remain in default, and as long as mortgage payments continue to be made on a monthly basis, a foreclosure action will not be initiated.  While the investment general partner will continue to work with the operating general partner and lender in an effort to bring operations to a breakeven level, as of March 31, 2011 the lender does not appear to be interested in pursuing a loan modification. During the quarter ending March 31, 2011, the operating general partner advanced $142,000 to McEver Vineyards; approximately $107,000 was utilized to bring the Operating Partnership’s real estate taxes current.  If the property were to be foreclosed in 2011, it would result in loss of credits and credit recapture of $73 and $170, respectively, per 1,000 BACs.

Due to reduced rental income, high bad debt expense and continued high turnover costs, operations remained significantly below breakeven in 2010 and for the first quarter ending March 31, 2011.  Originally, the operating general partner’s operating deficit guaranty was set at a maximum of $800,000 for a period of thirty-six months commencing after rental achievement.  Rental achievement was met in the first quarter of 2007; consequently, the operating deficit guaranty was scheduled to expire on March 31, 2010.  In late June 2010, the operating general partner agreed to continue funding operating deficits in exchange for the Operating Partnership agreeing that these advances would be treated as a third party loan in terms of priority of repayment from cash flow and/or capital events.  Effective September 2010, the Operating Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans.  As of March 31, 2011, insurance and real estate taxes were current and the mortgage payable was 60 days in arrears as noted above.

(Series 49). As of March 31, 2011 and 2010, the average Qualified Occupancy for the series was 100%. The series had a total of 24 properties as of March 31, 2011, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2010 and 2009, the series, in total, generated $2,486,518 and $3,535,640, respectively, in passive income tax losses that were passed through to the investors.  The series also provided tax credits to the investors of $0.95 for both years in tax credits per BAC to the investors.


As of March 31, 2011 and 2010, Investments in Operating Partnerships for Series 49 was $25,898,813 and $29,851,412, respectively. The decrease is primarily the result of the way the Fund accounts for such investments, the equity method. By using the equity method, the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.

For the years ended March 31, 2011 and 2010, the net loss of the series was $5,648,975 and $4,883,505, respectively. The major components of the current year amount were share of losses from operating partnerships, partnership management fees, and impairment losses.

Post Oak East Apartments (Post Oak East L.P.) is a 240-unit family property located in Euless, Texas. Occupancy began to decline in the fourth quarter of 2009, reaching 85% in December 2009.  A new management company, hired in December 2009, implemented a comprehensive marketing and resident retention program in an effort to increase occupancy and find more qualified residents. As a result, occupancy improved to an average of 92% for 2010 and for the first quarter of 2011.  Prior to the permanent mortgage conversion that occurred in November 2010, the property was operating above breakeven.  However, the debt payments under the construction loan (floating rate, tax-exempt bonds) consisted of only interest payments with no principal amortization payments.  Had the loan converted to permanent financing under the floating rate for tax-exempt bonds and the property maintained the then current levels of bad debt expense, unit turnover costs, and real estate taxes, operations would have been below breakeven.

In November 2010, simultaneously with the conversion to conventional permanent financing, and with the approval of the Texas Department of Housing and Community Affairs and the investment general partner, the Operating Partnership admitted a new non-profit operating general partner that assumed 51% of the original operating general partner interest.  The remaining 49% of the original operating general partner interest was converted to a Class B limited partner interest, owned by the original operating general partner.  Because of its non-profit status, the new operating general partner entitles the property to a full abatement of the real estate taxes, saving the property approximately $150,000 annually.  The year to date March 2011 unaudited financial statements indicate that under the terms of the permanent loan (principal of $13,600,000 and a fixed interest rate of 5.50%) and a full abatement of the real estate taxes, the property is operating above breakeven.

The Class B limited partner has an unlimited guarantee until rental achievement, which has not yet occurred (three consecutive calendar months after permanent mortgage commencement in which the property generates a debt coverage ratio of 1.15 to 1.0).  In an effort to facilitate the closing of the permanent financing, the investment general partner approved the release of the remaining equity due, prior to the Operating Partnership meeting rental achievement.  However, as stated above, the requirement to meet rental achievement with respect to the guaranty remains in effect.  The property’s mortgage and insurance payments are current as of March 31, 2011.

The Gardens of Athens (The Gardens of Athens, LP) is a 36-unit elderly development located in Athens, Texas.  Historically, occupancy has been strong, with 2010 averaging 99%, and the average for the first quarter of 2011 at 100%.  Despite fairly strong operations, a shortfall of approximately $200,000 between the balance of the construction loan and the originally underwritten permanent loan principal resulted in a conversion delay.  After several extensions to the term of the construction loan, the original permanent lender, which was also the construction lender, withdrew its
 
 
commitment to provide permanent financing, and on May 6, 2008 issued a notice of default under the construction loan, due to an expiration of the loan’s term.  The lender agreed to extend the term of the construction loan through January 2010.
 
In January 2010, the Operating Partnership closed on a new permanent loan, which is guaranteed by Rural Development under Section 538.  However, there remained a $100,000 shortfall between the construction loan balance and the permanent debt commitment. This shortfall was funded by a loan of remaining investment partnership equity of $45,876, funds from the operating general partner and Operating Partnership of approximately $10,000, and a loan from the reserves of the investment partnership in the amount of $43,247.  The equity loan of $45,876 from the investment partnership will convert to contributed equity upon the Operating Partnership’s achievement of certain benchmarks, which are believed to have occurred in 2010; however, documentation of such benchmarks has not yet been submitted by the operating general partner.  The loan from the investment partnership’s reserves, which is anticipated to be paid back in full by January 2015, is payable from cash flow or a capital transaction.  The Operating Partnership has been making regular payments on this loan.  With the new monthly debt service payment, the property operated above breakeven in 2010 and continues to do so as of March 2011.  A rent increase of $25/unit per month is scheduled to take effect with lease renewals, beginning on May 1, 2011. The property’s mortgage, real estate tax and insurance payments are current as of March 31, 2011.

Rosewood Senior Apartments (Rosewood Place, LLC) is a 144-unit senior's development in Lenexa, Kansas.  The property reached initial full occupancy in November 2007.  The average occupancy for 2008, 2009 and 2010 was 90%, 91% and 95%, respectively.  As of March 31, 2011, the property was 98% occupied and had averaged 99% occupancy in the first quarter of 2011.  Operations were below breakeven in 2008, nominally below breakeven in 2009, and at breakeven during 2010 and the first quarter of 2011.  The Operating Partnership was able to stay current on its first mortgage debt because no real estate tax payments were made for tax years 2006 – 2010 until all outstanding taxes were paid (including interest penalties) on January 7, 2011.  At December 31, 2010, an estimated $605,700 in real estate taxes and interest penalties were owed by Rosewood Place, LLC including the first and second half 2010 real estate taxes.  As previously noted, the full tax amount owed was paid on January 7, 2011 from capital raised as part of the loan amendment described below that closed into escrow on December 21, 2010 and was released from escrow on January 6, 2011 when all conditions for closing the amendment were satisfied.

In July 2009, the contractor filed a motion for summary judgment, requesting foreclosure of its mechanic’s lien. This motion was approved on February 17, 2010, and an advertised foreclosure sale on April 14, 2010 was scheduled.  On April 12, 2010, the contractor agreed to postpone the sale and to continue to negotiate a payment plan with the operating general partner.  In June 2010, the operating general partner and the contractor reached a verbal agreement on a five-year payment plan to settle the mechanic’s lien claim for $250,000.  The mechanic’s lien judgment was released on December 29, 2010 as part of the settlement agreement executed in December 2010 by the general contractor and the operating general partner.
 
In June 2010, the operating general partner refocused its efforts on negotiating a loan modification with the existing mortgage lender.  By late July 2010, the operating general partner, the investment general partner and the lender had agreed in principle on a restructuring plan.  In August 2010 the contractor also agreed, in concept, to the proposed loan modification.  The modification documents were executed and the transaction closed into
 
 
escrow on December 21, 2010.  They were released from escrow on January 6, 2011 when all closing conditions were satisfied.  The operating general partner contributed $148,000 towards the loan modification and a new investor contributed $600,000.  The new investor was assigned a 45% interest in Rosewood Place, LLC in exchange for its $600,000 capital contribution.  The new investor entity is related to the investment general partner.  As a result of this transaction, approximately $249,000 per year of federal tax credits, equivalent to approximately $42 per 1,000 BACs will be allocated to the new investor.  On a cumulative basis, tax credits allocated to the original investors in Rosewood Place, LLC will be reduced by approximately $748,000, equivalent to $125 per 1,000 BACs.  If the new investor had not contributed to the loan modification and the foreclosure had occurred in 2010 the investment general partner estimates that there would have been recapture and interest relating to credits previously claimed of $613,304, as well as an estimated loss of credits for the tax years 2010-2017 of $3,854,295.  This represents recapture of $102 and credit loss totaling $642, respectively, per 1,000 BACs.

This property is part of a portfolio that includes several properties that experienced operational difficulties in 2008 and 2009.  During those years the operating general partner’s financial position also deteriorated, preventing his ability to recapitalize any of these properties.  Although the operating general partner’s financial position did not improve during 2010, operations throughout his portfolio did stabilize and improve in 2010.  During 2010, the investment general partner actively worked with the operating general partner and lender to restructure the mortgage debt as discussed above.  Now that the loan amendment has closed, real estate taxes, insurance escrows and bond payments are current as of March 31, 2011.  In addition, payments to the contractor under the aforementioned five-year payment plan were also current as of March 31, 2011.

Marble Fall Vistas Apartments L.P. (Vistas Apartments) is a 124-unit family property located in Marble Falls, TX.  The property experienced an increase in vacancy in 2010 and first quarter of 2011 caused by a soft employment and rental market. However, the property is exempt from paying real estate taxes and operating expenses continue to be below the investment general partner’s state averages. As a result, the property was able to operate above breakeven in 2010 and through the first quarter of 2011. The local economy continues to struggle, and many employers have relocated or reduced their work force. The operating general partner increased marketing by adding new signage and increasing the property’s newspaper and on-line presence.  To minimize turnover and boost resident retention, management continues to organize monthly social events at the property. The operating general partner is also using tenant referral incentives to help increase occupancy. The mortgage and insurance payments are current.


Off Balance Sheet Arrangements

None.

Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the Fund to make various estimates and assumptions.  The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Fund’s financial condition and results of operations.  The Fund believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Fund is required to assess potential impairments to its long-lived assets, which are primarily investments in limited partnerships.  The Fund accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Fund does not control the operations of the Operating Partnerships. The purpose of an impairment analysis is to verify that the real estate investment balance reflected on the balance sheet does not exceed the value of the underlying investments.

If the book value of the Fund’s investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Fund and the estimated residual value to the Fund, the Fund reduces its investment in the Operating Partnership.

The main reason an impairment loss typically occurs is that the annual operating losses, recorded in accordance with the equity method of accounting, of the investment in limited partnership does not reduce the balance as quickly as the annual use of the tax credits.  In years prior to the year ended March 31, 2009, management included remaining tax credits as well as residual value in the calculated value of the underlying investments. However, management decided to take a more conservative approach to the investment calculation and determined that the majority of the residual value component of the valuation was zero for the years ended, March 31, 2011 and 2010. However, it is important to note that this change in the accounting estimate to the calculation method of the impairment loss has no effect on the actual value or performance of the overall investment, nor does it have any effect on the remaining credits to be generated.

In accordance with the accounting guidance for the consolidation of variable interest entities, the Fund 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. 


Principal Accounting Policies and Estimates - continued

Based on this guidance, the Operating 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 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 Operating Partnerships plus advances made to Operating Partnerships, represents its maximum exposure to loss.  The Partnership’s exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the general partners and their guarantee against credit recapture to the investors of the Partnership.

Recent Accounting Changes

In September 2006, the Financial Accounting Standards Board ("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 Fund adopted 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 Fund has determined that adoption of this guidance has no material impact on the Fund’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 Fund adopted the guidance for the interim quarterly period beginning April 1, 2009. Adoption of the guidance does not have a material impact on the Fund’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 Boston Capital Tax Credit Fund V L.P. as of and for the interim period ended June 30, 2009 and has no impact on the Fund’s financial condition or results of operations.


Recent Accounting Changes - continued

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 Fund for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Fund 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 current SEC guidance. This amendment was effective immediately and therefore the Company did not include the disclosure in this Form 10-K.

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 Fund’s accounting policies.  The adoption of the Codification did not have a material impact on the Fund’s financial position or results of operations.

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 modifies 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 was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Fund’s financial statements.


Quantitative and Qualitative Disclosure About Market Risk

 
Not Applicable

Financial Statements and Supplementary Data

 
The information required by this item is contained in Part IV, Item 15 of this Annual Report on Form 10-K.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 
None

Controls & Procedures

 
(a)
Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Fund’s general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC, carried out an evaluation of the effectiveness of the Fund’s “disclosure controls and procedures” as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, with respect to each series individually, as well as the Fund as a whole.  Based on that evaluation, the Funds’s Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the disclosure controls and procedures with respect to each series individually, as well as the Fund as a whole, were adequate and effective in timely alerting them to material information relating to any series or the Fund as a whole required to be included in the Fund’s periodic SEC filings.

 
(b)
Management's Annual Report on Internal Control over Financial Reporting

Management of the Fund is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) of each series individually, as well as the Fund as a whole. The Fund’s internal control system over financial reporting is designed to provide reasonable assurance to the Fund’s management regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Due to inherent limitations, an internal control system over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.


The Fund's general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates V LLC, assessed the effectiveness of the internal controls and procedures over financial reporting with respect to each series individually, as well as the Fund as a whole as of March 31, 2011. In making this assessment, the Fund's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment, management believes that, as of March 31, 2011, its internal control over financial reporting with respect to each series individually, as well as the Fund as a whole was effective.

 
(c)
Changes in Internal Controls

There were no changes in the Fund management's internal control over financial reporting that occurred during the quarter ended March 31, 2011 that materially affected, or are reasonably likely to materially affect, the Fund management's internal control over financial reporting.

Other Information

Not Applicable



Directors, Executive Officers and Corporate Governance

 
(a), (b), (c), (d) and (e)

The Fund has no directors or executives officers of its own.  The following biographical information is presented for the partners of the general partners and affiliates of those partners (including Boston Capital Partners, Inc. ("Boston Capital")) with principal responsibility for the Fund's affairs.

John P. Manning, age 62, is co-founder, and since 1974 has been the President and Chief Executive Officer, of Boston Capital Corporation. As co-founder and CEO of Boston Capital, Mr. Manning’s primary responsibilities include strategic planning, business development and the continued oversight of new opportunities. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program. He was the founding President of the Affordable Housing Tax Credit Coalition and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President’s Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He is also on the Board of Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate of Boston College.

Mr. Manning is the managing member of Boston Associates. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.

Jeffrey H. Goldstein, age 49, is Chief Operating Officer and has been the Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for
 
 
residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.
 
Kevin P. Costello, age 64, is Executive Vice President and has been the Director of Institutional Investing of Boston Capital Corporation since 1992 and serves on the firm’s Executive Committee. He is responsible for all corporate investment activity and has spent over 20 years in the real estate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital Corporation have involved the management of the Acquisitions Department and the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital Corporation in 1987, he held positions with First Winthrop, Reynolds Securities and Bache & Company. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.

Marc N. Teal, age 47, has been Chief Financial Officer of Boston Capital Corporation since May 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital Corporation, its affiliated entities and all Boston Capital Corporation sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and treasury management of all working capital reserves.  He also oversees Boston Capital information and technology areas, including the strategic planning for Boston Capital Corporation and its affiliaties. Prior to joining Boston Capital Corporation in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.


(f)
Involvement in certain legal proceedings.

 
None.

(g)
Promoters and control persons.

 
None.

(h) and (i)
The Fund has no directors or executive officers and accordingly has no audit committee and no audit committee financial expert. The Fund is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934.

 
Boston Capital Associates V LLC has adopted a Code of Ethics which applies to the Principal Executive Officer and Principal Financial Officer.  The Code of Ethics will be provided without charge to any person who requests it.  Such request should be directed to Marc N. Teal, Boston Capital Corp, One Boston Place, Suite 2100, Boston MA  02108.

Executive Compensation
 
(a), (b), (c), (d) and (e)

The Fund has no officers or directors and no compensation committee.  However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Fund, the Fund has paid or accrued obligations to the general partner and its affiliates for the following fees during the 2011 fiscal year:

1. An annual fund management fee based on .5 percent of the aggregate cost of all apartment complexes acquired by the Operating Partnerships, less the amount of reporting fees received, has been accrued or paid to Boston Capital Asset Management Limited Partnership. The annual fund management fee charged to operations for the year ended March 31, 2011 was $1,021,891.

2. The Fund has reimbursed an affiliate of the general partner a total of $70,657 for amounts charged to operations during the year ended March 31, 2011.  The reimbursement is for items like postage, printing, travel, and overhead allocations.

 
Security Ownership of Certain Beneficial Owners and Management and Related Partner Matters

 
(a)
Security ownership of certain beneficial owners.

As of March 31, 2011, 11,777,706 BACs had been issued.   The following Series are known to have one investor, Everest Housing 199 South Los Robles Ave. Suite 200, Pasadena, CA 91101, with holdings in excess of 5% of the total outstanding BACs in the series.

Series 47
    5.17 %
Series 48
    5.67 %

 
(b)
Security ownership of management.

The general partner has a .25% interest in all profits, losses, credits and distributions of the Fund.  The Fund's response to Item 12(a) is incorporated herein by reference.

 
(c)
Changes in control.

There exists no arrangement known to the Fund the operation of which may at a subsequent date result in a change in control of the Fund.  There is a provision in the Fund’s Partnership Agreement which allows, under certain circumstances, the ability to change control.

The Fund has no compensation plans under which interests in the Fund are authorized for issuance.

Certain Relationships and Related Transactions, and Director Independence

 
(a)
Transactions with related persons

The Fund has no officers or directors.  However, under the terms of the Prospectus, various kinds of compensation and fees are payable to the general partner and its affiliates during the organization and operation of the Fund. Additionally, the general partner will receive distributions from the Fund if there is cash available for distribution or residual proceeds as defined in the Fund Agreement.  See Note B of Notes to Financial Statements in Item 15 of this Annual Report on Form 10-K for amounts accrued or paid to the general partner and its affiliates for the period October 15, 2003 through March 31, 2011.


 
(b)
Review, Approval or Ratification of transactions with related persons.

The Fund response to Item 13(a) is incorporated herein by reference.

 
(c)
Promoters and certain control persons.

Not applicable.

 
(d)
Independence.

The Fund has no directors.

Principal Accounting Fees and Services

Fees paid to the Fund’s independent auditors for fiscal year 2011 were comprised of the following:

   
Fee Type
 
Series 47
   
Series 48
   
Series 49
 
(1)
 
Audit Fees
  $ 19,649     $ 18,099     $ 23,127  
(2)
 
Audit Related Fees
    3,825       2,805       5,865  
(3)
 
Tax Fees
    5,365       4,585       7,119  
(4)
 
All Other Fees
    -       -       -  
                             
   
Total
  $ 28,839     $ 25,489     $ 36,111  

Fees paid to the Fund’s independent auditors for fiscal year 2010 were comprised of the following:

   
Fee Type
 
Series 47
   
Series 48
   
Series 49
 
(1)
 
Audit Fees
  $ 19,125     $ 17,625     $ 22,501  
(2)
 
Audit Related Fees
    3,750       2,750       6,000  
(3)
 
Tax Fees
    5,235       4,475       6,945  
(4)
 
All Other Fees
    -       -       -  
                             
   
Total
  $ 28,110     $ 24,850     $ 35,446  

 
(5)
Audit Committee

The Fund has no Audit Committee.  All audit services and any permitted non-audit services performed by the Fund’s independent auditors are pre-approved by Boston Capital Associates V LLC.



Exhibits and Financial Statement Schedules

(a) 1 & 2
Financial Statements; Filed herein as Exhibit 13

 
Boston Capital Tax Credit V L.P.; filed herein as Exhibit 13

 
Report of Independent Registered Public Accounting Firm
 
Balance Sheets, March 31, 2011 and 2010
 
Statements of Operations for the periods ended March 31, 2011 and 2010
 
Statements of Changes in Partners' Capital (deficit) for the periods ended March 31, 2011 and 2010
 
Statements of Cash Flows for the periods ended March 31, 2011 and 2010
 
Notes to Financial Statements, March 31, 2011 and 2010

Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes thereto.

(b) 1
Exhibit (listed according to the number assigned in the table in Item 601 of Regulation S-K)

 
3.1.
Certificate of Limited Partnership of Boston Capital Tax Credit Fund V L.P.  (Incorporated by reference from Exhibit 3 to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.)

 
4.1.
Agreement of Limited Partnership of Boston Capital Tax Credit Fund V L.P.  (Incorporated by reference from Exhibit 4 to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.)

 
10.1.
Beneficial Assignee Certificate.  (Incorporated by reference from Exhibit 10A to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.)

Exhibit No. 13 - Financial Statements.

 
a.
Financial Statement of Boston Capital Tax Credit Fund V L.P.; Filed herein.


Exhibit No. 28 - Additional exhibits.

 
a.
Agreement of Limited Partnership of Hillsboro Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005).
     
 
b.
Agreement of Limited Partnership of Umatilla Links, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005).
     
 
c.
Agreement of Limited Partnership of Wyndam Emporia, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on January 25, 2005).
     
 
d.
Agreement of Limited Partnership of Masters Apartment, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on February 2, 2005).
     
 
e.
Agreement of Limited Partnership of McEver Vineyards, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on February 2, 2005).
     
 
f.
Agreement of Limited Partnership of Park Plaza Village, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on May 3, 2005).
     
 
g.
Agreement of Limited Partnership of Coleman Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 28, 2005).
     
 
h.
Agreement of Limited Partnership of New Chester Townhouses, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
     
 
i.
Agreement of Limited Partnership of Bristol Apartments, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
 

 
j.
Agreement of Limited Partnership of Linden-Shawnee Partners (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
     
 
k.
Agreement of Limited Partnership of Linda Villas, Limited (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
     
 
l.
Agreement of Limited Partnership of Rural Housing Partners of Kewanee (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
     
 
m.
Agreement of Limited Partnership of Richwood Apartments (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
     
 
n.
Agreement of Limited Partnership of Perryton Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on March 31, 2006).
     
 
o.
Agreement of Limited Partnership of Continental Terrace, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
     
 
p.
Agreement of Limited Partnership of Mayfair Park, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
     
 
q.
Agreement of Limited Partnership of P.D.C. Sixty, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
     
 
r.
Agreement of Limited Partnership of Wellington Park, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
     
 
s.
Agreement of Limited Partnership of Carrollton Housing II LTD, (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
     
 
t.
Agreement of Limited Partnership of Countybrook Champaign, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).


 
u.
Agreement of Limited Partnership of Marion Apartments, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
     
 
v.
Agreement of Limited Partnership of Parkland Manor, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 2, 2007).
     
 
w.
Agreement of Limited Partnership of Coleman Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
     
 
x.
Agreement of Limited Partnership of Cameron Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
     
 
y.
Agreement of Limited Partnership of Columbia Blackshear, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
     
 
z.
Agreement of Limited Partnership of Garden Grace Apartments, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
     
 
aa.
Agreement of Limited Partnership of Kaufman Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
     
 
ab.
Agreement of Limited Partnership of Marble Falls Vistas, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
     
 
ac.
Agreement of Limited Partnership of Maverick Fountainhead, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2007).
     
 
ad.
Agreement of Limited Partnership of Countybrook Champaign, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007).
     
 
ae.
Agreement of Limited Partnership of Dawn Springs Villas, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007).

 
 
af.
Agreement of Limited Partnership of Rural Housing Mauston I & II, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 5, 2007).
     
 
ag.
Agreement of Limited Partnership of Colusa Avenue, LP (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 9, 2007).

 
Exhibit No. 31 Certification 302
     
 
a.
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
     
 
b.
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
     
 
Exhibit No. 32 Certification 906
     
 
a.
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
     
 
b.
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein


SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Fund has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Boston Capital Tax Credit Fund V L.P.
 
   
 
By:
Boston Capital Associates V LLC,
 
Date:
 
General Partner
 
       
June 29, 2011
 
By:
/s/ John P. Manning
 
     
John P. Manning
 
     
Managing Member
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Fund and in the capacities and on the dates indicated:

DATE:
 
SIGNATURE:
 
TITLE:
         
June 29, 2011
 
/s/ John P. Manning
 
Director, President (Principal
   
John P. Manning
 
Executive Officer), Boston Capital Partners II Corp.; Director, President (Principal Executive Officer) BCTC V Assignor Corp.
         
June 29, 2011
 
/s/ Marc N. Teal
 
Sr. Vice President, Chief Financial
   
Marc N. Teal
 
Officer (Principal Financial and Accounting Officer), Boston Capital Partners II Corp.; Sr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) BCTC V Assignor Corp.

 
37