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EX-32.B - EXHIBIT 32.B - BOSTON CAPITAL TAX CREDIT FUND V LPv315061_ex32b.htm
EX-31.B - EXHIBIT 31B - BOSTON CAPITAL TAX CREDIT FUND V LPv315061_ex31b.htm
EX-31.A - EXHIBIT 31A - BOSTON CAPITAL TAX CREDIT FUND V LPv315061_ex31a.htm
EX-32.A - EXHIBIT 32.A - BOSTON CAPITAL TAX CREDIT FUND V LPv315061_ex32a.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, 2012 or

¨   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 x 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ 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

 

None.

 

 
 

 

BOSTON CAPITAL TAX CREDIT FUND V L.P.

FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2012

 

TABLE OF CONTENTS

 

    PART I    1
         
Item 1.   Business   1
Item 1A.   Risk Factors   3
Item 1B.   Unresolved Staff Comments   5
Item 2.   Properties   5
Item 3.   Legal Proceedings   11
Item 4.   Mine Safety Disclosures   11
         
    PART II   12
         
Item 5.   Market for the Fund's Limited Partnership Interests and Related    
    Partner Matters and Issuer Purchases of Partnership Interests   12
Item 6.   Selected Financial Data   12
Item 7.   Management's Discussion and Analysis of Financial    
    Condition and Results of Operations   13
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk   24
Item 8.   Financial Statements and Supplementary Data   24
Item 9.   Changes in and Disagreements with Accountants on    
    Accounting and Financial Disclosure   24
Item 9A.   Controls and Procedures   24
Item 9B.   Other Information   25
         
    PART III   26
         
Item 10.   Directors, Executive Officers and Corporate Governance of the Fund   26
Item 11.   Executive Compensation   28
Item 12.   Security Ownership of Certain Beneficial Owners    
    and Management and Related Partner Matters   29
Item 13.   Certain Relationships and Related Transactions, and Director Independence   29
Item 14.   Principal Accounting Fees and Services   30
         
    PART IV   31
         
Item 15.   Exhibits and Financial Statement Schedules   31

 

 
 

 

PART I

 

Item 1.      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, 2012, 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 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. 

 

1
 

 
As of March 31, 2012 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.

 

 

2
 

 

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:

 

3
 

 

-   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:

 

4
 

 

-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.

 

5
 


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

 

PROPERTY PROFILE AS OF MARCH 31, 2012

 

Property
Name
  Location   Units     Mortgage
Balance as
of 12/31/11
  Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/12
    Cap Con
paid thru
3/31/12
                                     

Countrybook Apartments

  Champagne, IL   150     $

6,330,949

  06/04  

 07/05

 

 100

% $

2,163,644

                                     
Dawn Springs Villa Apartments   London, KY   24     518,936 05/05 10/05   100 %     591,815
                                     

La Maison Apartments

  Lake Charles, LA 78    

2,493,646

 

06/04

 

12/04

 

100

%    

2,339,767

                                     
Marion Apartments   Marion, MI   32      

 1,310,171

 

 07/04

 

 12/04

 

 100

%    

419,185

                                     
Mayfair Park Apartments   Houston,TX   178       9,200,000   03/04   07/05   100 %     2,383,449
                                     

McEver Vineyards Apartments

  Gainesville, GA   220    

10,598,306

 

11/03

 

 12/04

 

 100

%    

2,045,234

                                     
Mira Vista Apartments   Santa Anna, TX   24      

 459,286

 

 03/04

 

 03/05

 

 100

%    

 508,963

                                     

Park Plaza Apartments

  Temple, OK   14      

 745,026

 

 11/04

 

 11/04

 

 100

%    

 163,329

                                     
Parkland Manor Apartments   Leitchfield, KY   74      

1,820,598

 

07/04

 

05/05

 

100

%    

2,656,523

                                     
Pecan Creek Apartments   Hillsboro, TX   48      

 1,582,857

 

 03/04

 

 07/05

 

100

%    

1,042,211

                                     
Sandpiper Apartments   Carrollton, AL   52      

 1,189,755

 

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

 

6
 

 


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

 

PROPERTY PROFILE AS OF MARCH 31, 2012

 

Continued

 

Property
Name
  Location   Units   Mortgage
Balance as
of 12/31/11
  Acq
Date
  Const
Comp
  Qualified
Occupancy
3/31/12
    Cap Con
paid thru
3/31/12
                                   
The Vistas Apartments   Marble Falls, TX   124   $ 5,700,000   03/04   06/05   100 %   $ 2,153,083
                                   
Time Square on the Hill   Fort Worth, TX   200     6,594,111   03/04   12/04   100 %     3,078,424
                                   
Wellington Park Apts.   Houston, TX   244     12,450,000   01/04   07/05   100 %     2,449,752

 

7
 


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

 

PROPERTY PROFILE AS OF MARCH 31, 2012 

 


Property
Name
 

Location
 

Units
  Mortgage
Balance as
of 12/31/11
 
Acq
Date
 
Const
Comp
  Qualified
Occupancy
3/31/12
    Cap Con
paid thru
3/31/12
                                   
Colusa Avenue Apartments   Chowchilla, CA   38   $ 1,868,846   07/04   05/05   100 %   653,154
                                   
Contempo Apartments   Hammond, LA   48     1,508,726   08/04   08/05   100 %     587,485
                                   
Greenway Place Apartments   Hopkinsville, KY   41     1,324,122   04/04   03/05   100 %     1,850,391
                                   
Mayfair Park Apartments   Houston, TX   178     9,200,000   03/04   07/05   100     2,383,449
                                   
Mira Vista Apartments   Santa Anna, TX   24     459,286   03/04   03/05   100 %     16,718
                                   
McEver Vineyards Apartments   Gainesville, GA   220     10,598,306   11/03   12/04   100 %     2,045,232
                                   
Starlite Village Apartments   Elizabethtown, KY   40     1,284,752   11/04   06/05   100 %     1,672,329
                                   
The Links Apartments   Umatilla, OR   24     2,042,864   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     12,450,000   01/04   07/05   100 %     2,449,752
                                   
Wyndam Place Senior Residences   Emporia, KS   42     891,359   08/04   05/05   100 %     2,812,684

 

8
 

  

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

 

PROPERTY PROFILE AS OF MARCH 31, 2012

 


Property
Name
 

Location
 

Units
  Mortgage
Balance as
of 12/31/11
 
Acq
Date
 
Const
Comp
  Qualified
Occupancy
3/31/12
    Cap Con
paid thru
3/31/12
                                   
Bahia Palms Apartments   Laguna Vista, TX   64   $ 1,623,882   02/05   07/06   100 %   $ 986,602
                                   
Briarwood Apartments   Kaufman, TX   48     1,649,490   02/05   12/06   100 %     1,336,743
                                   
Bristol Apartments   Houston, TX   248     11,900,000   05/04   11/05   100 %     6,805,870
                                   
Brookview I&II Apartments   Mauston, WI   22     704,104   03/05   06/05   100 %     742,348
                                   
Chester Townhouses   Columbia,  SC   62     1,769,021   03/06   11/06   100 %     566,943
                                   
Columbia Senior Residences at MT. Pleasant   Atlanta, GA   78     1,712,614   12/05   06/07   100 %     6,162,028
                                   
Countrybrook Apartments   Champaign, IL   150     6,330,949   06/04   07/05   100 %     112,246
                                   
Garden Grace Apartments   Owensboro, KY   62     3,295,897   10/05   07/06   100 %     2,863,240
                                   
La Mirage Villas Apartments   Perryton, TX   48     1,707,038   02/05   12/06   100 %     1,367,398
                                   
Linda Villa Apartments   Shepherdsville, KY   32     1,039,687   5/05   10/05   100 %     1,645,392
                                   
Linden’s Apartments   Shawnee, OK   54     1,124,190   12/04   02/06   100 %     462,455
                                   

Meadow Glen Apartments

  Kingfisher, OK   20     1,252,390   10/05   07/05   100 %     406,280

 

 

9
 

 

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

 

PROPERTY PROFILE AS OF MARCH 31, 2012

 

 

 

Continued

 

Property
Name
  Location   Units   Mortgage
Balance as
of 12/31/11
  Acq
Date
 
Const
Comp
  Qualified
Occupancy
3/31/12
      Cap Con
paid thru
3/31/12
                                   
Post Oak East Apartments   Fort Worth,TX   246   $ 13,456,998   07/04   05/06   100 %   $ 1,141,118
                                   
RenaissanceVillage   Bowling Green,KY   34     667,096   05/05   05/06   100 %     2,828,268
                                   
Richwood Apartments   Ash Flat,AR   25     1,294,724   12/05   08/06   100 %     810,134
                                   
Ridgeview Terrace Apartments   Mount Vernon, WA   80     4,078,997   01/05   08/05   100 %     1,768,991
                                   
Rosehill Senior Apartments Phase II   Topeka,KS   36     2,422,071   08/04   04/05   100 %     2,550,156
                                   
Rosewood Apartments   Lenexa,KS   144     7,852,296   12/05   07/06   100 %     4,383,214
                                   
Sunset Manor   Kewaunee,WI   38     1,144,552   10/05   07/05   100 %     1,161,920
                                   
The Gardens of Athens   Athens,TX   32     1,536,522   01/05   12/05   100 %     1,702,751
                                   
The Linden's Apartments   Bartesville,OK   54     1,034,151   05/05   06/06   100 %     3,588,667
                                   
The Vistas Apartments   Marble Falls,TX   124     5,700,000   03/04   06/05   100 %     629,603
                                   
Union Square Apartments   Junction City,LA   32     951,940   02/05   09/05   100 %     733,891
                                   
Vista Hermosa Apartments   Eagle PassTX   20     499,953   06/05   09/06   100 %     479,965

 

10
 

 

Item 3. Legal Proceedings  
   
  None.
   
Item 4. Mine Safety Disclosures
   
  Not Applicable

 

11
 

 

PART II

  

Item 5. 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, 2012, the Fund has 5,352 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 1,592 investors holding 3,478,334 BACs, Series 48 consists of 1,084 investors holding 2,299,372 BACs and Series 49 consists of 2,676 investors holding 6,000,000 BACs at March 31, 2012.
     
  (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, 2012. 
     
  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.

 

12
 

 

Item 7. 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, 2012 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, 2012, none of Series 47 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, 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, 2012. The remaining contributions will be released when the Operating Partnership has achieved the conditions set forth in its partnership agreement.

 

13
 

 

(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, 2012, none of Series 48 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, 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 $10,001 as of March 31, 2012. The remaining contributions will be released when the Operating Partnership has achieved the conditions set forth in its 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. 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, 2012, $10,766 of Series 49 net offering proceeds were used to pay installments of its capital contributions to the Operating Partnerships. As of March 31, 2012, 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 22 of the Operating Partnerships. Series 49 has outstanding contributions payable to 2 Operating Partnerships in the amount of $230,764 as of March 31, 2012. 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 $101 will be released when the Operating Partnerships have achieved the conditions set forth in their respective partnership agreements.

 

14
 

 

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, 2012 and 2011, was $1,009,786, and $1,021,891, 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, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 15 properties as of March 31, 2012, all of which were at 100% Qualified Occupancy.


For the tax years ended December 31, 2011 and 2010, the series, in total, generated $1,328,706 and $2,234,578, 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, 2012 and 2011, Investments in Operating Partnerships for Series 47 was $8,629,599 and $10,949,197, 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, 2012 and 2011, net loss of the series was $3,047,627 and $3,261,520, respectively. The major components of the current year amount were share of losses from Operating Partnerships, impairment losses, and partnership management fees.

 

Continental L.P. (Time Square on the Hill) is a 200-unit family development located in Fort Worth, TX. Despite occupancy that fluctuates around 90%, the property consistently operates below breakeven due to low economic occupancy and high operating expenses. Management was able to cut the bad debt in half in 2010 due to more diligent collections efforts and tighter applicant screening policies. Bad debt stayed consistent with 2010 levels in 2011 at 3% of rental income. Occupancy dropped in mid-2011 after the property experienced high turnover coupled with low traffic. 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, which includes properties that have pools, washer/dryer connections and covered parking at the same rent levels as CP Continental. The site staff increased its visits to nearby retailers and businesses to place fliers in an effort to increase traffic to the property and was able to increase occupancy to 92% by year end 2011, and 98% for the quarter ending March 31, 2012. Management continues to review the budget to determine areas to control expenses and improve cash flow. 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 subordinate 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.

 

15
 

 

McEver Vineyards L.P. (McEver Vineyards) is a 220-unit family property located in Gainesville, GA. Average physical occupancy remained strong in 2011 increasing slightly to 96% from 95% in 2010. Note that in 2009 occupancy at McEver Vineyards had declined to 87% as a result of the recession and its impact on the Atlanta metro area. Occupancy averaged 98% for the quarter ending March 31, 2012, and as of March 31, 2012, the property was 98% occupied. Occupancy has steadily recovered after the closing of several area food processing plants in early 2009 which resulted in a diminished tenant base. However, reduced rental rates at McEver Vineyards and several competing properties have yet to return to previous levels. As of the last site inspection by the investment general partner in January 2012, all vacant units were rent ready and the property maintained good curb appeal.

 

The mortgage payable had been in default since October 2009 with two months mortgage payments in arrears. However, in 2011 the Operating Partnership paid the arrearage and as of March 31, 2012 the mortgage payable is current. The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful. While the investment general partner will continue to work with the operating general partner and lender in an effort to improve operations, as of March 31, 2012 the lender is not interested in negotiating and documenting a loan modification. In March 2012, the operating general partner advanced $69,000 to McEver Vineyards primarily to bring the Operating Partnership’s real estate taxes current. In March 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.

 

In 2011 and for the quarter ending March 31, 2012, some elements of property operations improved as overall rental revenue increased and bad debt and real estate tax expense decreased. However, as maintenance, utilities, property insurance and turnover costs remained high, overall property operations in 2011 and for the quarter ending March 31, 2012 continued to be below a breakeven level. 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. The operating general partner had thought that rental achievement was met in the first quarter of 2007, and consequently the operating deficit guaranty was scheduled to expire in March 2010. However, upon review of the definition of “rental achievement” in the Partnership Agreement by the investment general partner it was determined that rental achievement had in fact not been met. In late June 2010, the operating general partner confirmed the operating deficit guaranty was still in force and 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 Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans. As of March 31, 2012, the mortgage, insurance and real estate taxes were current. If the property is foreclosed in 2012, the estimated credit loss of $810,838 and tax credit recapture cost and interest penalty of $687,286 are equivalent to a credit loss of $233 per 1,000 BACs and a recapture and interest penalty cost of $198 per 1,000 BACs.

 

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 2011 that continued into 2012; as of March 31, 2012, the property was 89% occupied. A soft employment and rental market caused the increase in vacancy. The local economy continues to struggle, and many employers have relocated or reduced their work force. However, the property is exempt from paying real estate taxes and its operating expenses continue to be below the investment general partner’s state averages. As a result, the property was able to operate above breakeven through the first quarter of 2012. 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.

 

16
 

(Series 48). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 11 properties as of March 31, 2012, all of which were at 100% Qualified Occupancy.


For the tax years ended December 31, 2011 and 2010, the series, in total, generated $980,624 and $1,501,205, 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, 2012 and 2011, Investments in Operating Partnerships for Series 48 was $6,625,699 and $8,346,895, 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, 2012 and 2011, the net loss of the series was $2,110,274 and $2,621,202, 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 physical occupancy remained strong in 2011 increasing slightly to 96% from 95% in 2010. Note that in 2009 occupancy at McEver Vineyards had declined to 87% as a result of the recession and its impact on the Atlanta metro area. Occupancy averaged 98% for the quarter ending March 31, 2012, and as of March 31, 2012, the property was 98% occupied. Occupancy has steadily recovered after the closing of several area food processing plants in early 2009 which resulted in a diminished tenant base. However, reduced rental rates at McEver Vineyards and several competing properties have yet to return to previous levels. As of the last site inspection by the investment general partner in January 2012, all vacant units were rent ready and the property maintained good curb appeal.

 

The mortgage payable had been in default since October 2009 with two months mortgage payments in arrears. However, in 2011 the Operating Partnership paid the arrearage and as of March 31, 2012 the mortgage payable is current. The operating general partner has attempted to restructure the debt in order to improve cash flow; however, to date it has been unsuccessful. While the investment general partner will continue to work with the operating general partner and lender in an effort to improve operations, as of March 31, 2012 the lender is not interested in negotiating and documenting a loan modification. In March 2012, the operating general partner advanced $69,000 to McEver Vineyards primarily to bring the Operating Partnership’s real estate taxes current. In March 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.

 

17
 

 

In 2011 and for the quarter ending March 31, 2012, some elements of property operations improved as overall rental revenue increased and bad debt and real estate tax expense decreased. However, as maintenance, utilities, property insurance and turnover costs remained high, overall property operations in 2011 and for the quarter ending March 31, 2012 continued to be below a breakeven level. 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. The operating general partner had thought that rental achievement was met in the first quarter of 2007, and consequently the operating deficit guaranty was scheduled to expire in March 2010. However, upon review of the definition of “rental achievement” in the Partnership Agreement by the investment general partner it was determined that rental achievement had in fact not been met. In late June 2010, the operating general partner confirmed the operating deficit guaranty was still in force and 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 Partnership Agreement was amended to reflect these changes in the treatment of operating deficit loans. As of March 31, 2012, the mortgage, insurance and real estate taxes were current. If the property is foreclosed in 2012, the estimated credit loss of $810,838 and tax credit recapture cost and interest penalty of $687,286 are equivalent to a credit loss of $353 per 1,000 BACs and a recapture and interest penalty cost of $299 per 1,000 BACs.

 

(Series 49). As of March 31, 2012 and 2011, the average Qualified Occupancy for the series was 100%. The series had a total of 24 properties as of March 31, 2012, all of which were at 100% Qualified Occupancy.


For the tax years ended December 31, 2011 and 2010, the series, in total, generated $1,544,181 and $2,486,518, respectively, in passive income tax losses that were passed through to the investors, and also provided $0.91 and $0.95, respectively, in tax credits per BAC to the investors.


As of March 31, 2012 and 2011, Investments in Operating Partnerships for Series 49 was $21,176,147 and $25,898,813, 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, 2012 and 2011, the net loss of the series was $5,628,567 and $5,648,975, 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 and remained at an average of 92% in 2010 and 2011. Occupancy for the first quarter of 2012 averaged 91%.

 

Prior to the construction loan converting to conventional permanent fixed-rate financing in November 2010, the property was operating above breakeven.

 

18
 

 

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, as originally planned, 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. 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.

 

In an effort to facilitate the closing of the permanent financing in November 2010, the investment general partner approved the release of the remaining equity prior to the Operating Partnership upon meeting rental achievement. In October of 2011, the Operating Partnership was able to document rental achievement. The property’s mortgage and insurance payments are current as of March 31, 2012.

 

The Gardens of Athens (The Gardens of Athens, LP) is a 36-unit elderly development located in Athens, Texas. Historically, occupancy has been strong. Physical occupancy averaged 99% in 2011 and 100% for the first quarter of 2012. 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 later 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. Documentation of such benchmarks has been submitted by the operating general partner and is currently under review by the investment general partner. The loan from the investment partnership’s reserves has been paid back in full. The property operated above breakeven in 2010 and 2011. Operations were slightly below breakeven in the first quarter of 2012, due to some property-wide roof repairs; however, the Operating Partnership has submitted a request for reimbursement from the replacement reserve, which if approved, should bring operations above breakeven again. A rent increase of $25/unit per month took 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, 2012.

 

19
 

 

Rosewood Senior Apartments (Rosewood Place, LLC) is a 144-unit senior's development in Lenexa, Kansas. The property reached initial full qualified occupancy in November 2007. The average occupancy for 2009, 2010 and 2011 was 91%, 95% and 99%, respectively. As of March 31, 2012, the property was 99% occupied and reported average occupancy of 98% for the first quarter of 2012. Operations were nominally below breakeven in 2009, and at breakeven during 2010 and 2011. The Operating Partnership was able to stay current on its first mortgage debt during the time period 2007 – 2010 because no real estate tax payments were made for tax years 2006 through 2010. All outstanding taxes were paid (including interest and 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, a 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 an oral 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 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. It is anticipated that the new investor will put its 45% interest in Rosewood Place, LLC back to the investment limited partner in early 2015. On a cumulative basis, the investment general partner originally forecasted that the tax credits allocated to the original investors in Rosewood Place, LLC would be reduced by approximately $748,000 (equivalent to $125 per 1,000 BACs). However, it is now projected that the amount of tax credit reduction for the original investors will be approximately $997,000 (equivalent to $167 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.

 

20
 

 

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. Since the loan amendment for Rosewood Place, LLC closed in January 2011, real estate taxes, insurance escrows and bond payments have been paid currently and remain current as of March 31, 2012. In addition, payments to the contractor under the aforementioned five-year payment plan were also current as of March 31, 2012.

 

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 2011 that continued into 2012. As of March 31, 2012, the property was 89% occupied. A soft employment and rental market caused the increase in vacancy. The local economy continues to struggle, and many employers have relocated or reduced their work force. However, the property is exempt from paying real estate taxes and its operating expenses continue to be below the investment general partner’s state averages. As a result, the property was able to operate above breakeven through the first quarter of 2012. 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.

 

21
 

 

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, 2012 and 2011. 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. 

 

22
 

 

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 June 2009, the Financial Accounting Standards Board ("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.

 

23
 

 

Item 7A. Quantitative and Qualitative Disclosure About Market Risk
   
  Not Applicable
   
Item 8. 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.
   
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   
  None

 

Item 9A.   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 Fund’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. 

 

24
 

 

   

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, 2012. 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, 2012, 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, 2012 that materially affected, or are reasonably likely to materially affect, the Fund management's internal control over financial reporting.
     
Item 9B.   Other Information
     
    Not Applicable

 

25
 

 

PART III

Item 10. 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 63, 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 50, 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.

 

26
 

 

Kevin P. Costello, age 65, 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 48, 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.

 

27
 

 

(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.
   
Item 11. 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 2012 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, 2012 was $1,009,786.

2. The Fund has reimbursed an affiliate of the general partner a total of $62,297 for amounts charged to operations during the year ended March 31, 2012. The reimbursement is for items like postage, printing, travel, and overhead allocations.

28
 

 

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Partner Matters
     
  (a) Security ownership of certain beneficial owners. 
     
    As of March 31, 2012, 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    6.14%
 Series 48    6.87%
 Series 49    5.63%

     
  (b) Security ownership of management. 
     
    The general partner has a .25% interest in all profits, losses, credits and distributions of the Fund.
     
  (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.
     
Item 13.   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, 2012.

 

29
 

 

  (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.
     
Item 14.   Principal Accounting Fees and Services
     
    Fees paid to the Fund’s independent auditors for fiscal year 2012 were comprised of the following:

  

        Fee Type   Series 47     Series 48     Series 49  
  (1)     Audit Fees   $ 20,199     $ 18,624     $ 23,752  
  (2)     Audit Related Fees     3,900       2,860       5,980  
  (3)     Tax Fees     5,220       4,440       6,975  
  (4)     All Other Fees     380       380       385  
                                 
        Total   $ 29,699     $ 26,304     $ 37,092  

 

    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  

 

  (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.

 

30
 

 

PART IV

 

Item 15.

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, 2012 and 2011
  Statements of Operations for the periods ended March 31, 2012 and 2011
  Statements of Changes in Partners' Capital (deficit) for the periods ended March 31, 2012 and 2011
  Statements of Cash Flows for the periods ended March 31, 2012 and 2011
  Notes to Financial Statements, March 31, 2012 and 2011

 

  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.

 

31
 

 

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).

 

32
 

 

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).

 

33
 

 

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).

 

34
 

 

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
     
  Exhibit No. 101
     
    The following materials from the Boston Capital Tax Credit Fund V L.P. Annual Report on Form 10-K for the period ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Partners' Capital (Deficit), (iv) the Condensed Statements of Cash Flows and (v) related notes, furnished herewith

 

35
 

  

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. 
 
Date: By:   Boston Capital Associates V LLC,
General Partner
     
June 29, 2012     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, 2012   /s/ John P. Manning   Director, President (Principal Executive Officer),
    John P. Manning  

Boston Capital Partners II Corp.; Director,

President (Principal Executive Officer)

BCTC V Assignor Corp.

         
June 29, 2012   /s/ Marc N. Teal   Sr. Vice President, Chief Financial Officer
    Marc N. Teal   

(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.

 

36