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Exhibit 10B
BOSTON CAPITAL TAX CREDIT FUND V L.P.
SERIES 49 and 50
CAPITAL CONTRIBUTIONS ESCROW AGREEMENT
This Agreement
made as of the ____st day of ________ 2004, by and between
Boston Capital Tax Credit Fund V L.P., a
Delaware limited partnership (the
"Fund"), Boston Capital Associates V
L.L.C., a Delaware limited liability
company (the "General Partner"), and
Wainwright Bank & Trust Company, Boston,
Massachusetts (the "Escrow Agent") and
Boston Capital Securities, Inc. as
dealer-manager (the "Dealer-Manager").
1. THE OFFERING. The Fund
intends to offer for subscription in two
series, namely Series 49 and Series 50,
8,500,000 beneficial assignee
certificates ("BACs") at a price of $10.00
per BAC, representing assignments of
units of the beneficial interest of the
Limited Partnership Interest in the Fund
issued to the Assignor Limited Partner. The
initial minimum purchase by each
potential investor completing an Investor
Information Form (a "Subscriber") is
five hundred BACs ($5,000), except for
employees of the General Partner and/or
its Affiliates for whom the initial minimum
investment is one hundred BACs
($1,000); additional purchases by a
Subscriber must be made in multiples of 100
BACs ($1,000). The offering will be made
through a group of soliciting dealers
(the "Soliciting Dealers"), organized by
and including Boston Capital
Securities, Inc. as dealer-manager (the
"Dealer-Manager"), which are members of
the National Association of Securities
Dealers, Inc. The Fund hereby appoints
Wainwright Bank & Trust Company,
Boston, Massachusetts as its Escrow Agent to
receive from the Soliciting Dealers and
Dealer-Manager (i) the monies paid by
the subscribers for the BACs to which they
have each subscribed (the
"Subscription Payments"), (ii) to hold and
invest such Subscription Payments.
The Fund intends
to offer and sell and to issue BACs in two series; namely,
Series 49 and Series 50. Each series will
consist of up to 3,500,000 BACs
subject to expansion. The offering of each
series will not exceed twelve months,
or such lesser period as may be determined
by the General Partner, in its sole
discretion (a "Series Offering
Period").
The offering by
the Fund will terminate twelve months from the effective
date of the Fund's Registration Statement,
unless terminated earlier or extended
by the General Partner, and is subject to
the condition that subscriptions for
at least 250,000 BACs be accepted by the
General Partner by the last day of the
applicable Series Offering Period (the
"Termination Date"). The General Partner
will notify the Escrow Agent in writing
received by the Escrow Agent no later
than 5:00 p.m. on the second business day
next preceding the date the General
Partner determines as the Termination Date
for each Series Offering Period.
2. ESTABLISHMENT OF THE ESCROW.
The Escrow Agent will establish
segregated escrow accounts for each series
in the offering (the "Series Escrow
Accounts") into which all Subscription
Payments shall be deposited. Each Series
Escrow Account will be identified in a
manner clearly indicating the series in
the offering to which the Series
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Escrow Account relates. Records with
respect to each Series Escrow Account will
be maintained separately by the Escrow
Agent. Directors of state securities
divisions shall have the right to inspect
and make copies of the records of the
Escrow Agent at any reasonable time
wherever the records are located. Credit on
the books of the Escrow Agent will be given
as of the date of deposit of each
check. Interest on each deposited check
will begin to accrue one (1) business
day after each such date of deposit. If the
Escrow Agent receives notice that a
check for a Subscription Payment has been
dishonored, it shall give immediate
oral notice (to be confirmed in writing
promptly thereafter) to the General
Partner; and, unless otherwise instructed
at that time by the General Partner,
shall undertake routine steps to collect
such check through the Escrow Agent's
customary collections channels. In the
event that collections from the
Subscribers in the form of checks or other
demand remittances are credited by
the Escrow Agent to the Series Escrow
Account and the items giving rise to such
credits are subsequently dishonored, the
Escrow Agent may, in its discretion,
charge to the Series Escrow Account the
amount of any item so dishonored. Upon
final payment of any such item, the Escrow
Agent shall credit to the Series
Escrow Account the amount thereof with
appropriate advice to the Fund.
Subscription proceeds deposited may not be
withdrawn by Subscribers.
The General
Partner agrees to inform the Escrow Agent when offers and sales
in each series have begun and terminated.
Subscription Payments forwarded for
deposit to the Fund's Series Escrow
Accounts will clearly indicate the series in
which the Subscriber is investing.
3. CLOSING AND DISBURSEMENT OF
FUNDS. The Fund intends to make the
offering on the condition that a minimum of
250,000 BACs ($2,500,000) shall have
been accepted by the General Partner by the
applicable Termination Date. Until
subscriptions for at least 250,000 BACs in
any series are received, no
Subscriber will be recognized as a BAC
Holder and subscriptions will be
deposited with the Escrow Agent. New Mexico
Subscriber's subscriptions shall not
be released until subscriptions for at
least 850,000 BACs in any series are
received. The underwriter or an officer,
director, or affiliate of the issuer
may purchase BACs in order to meet the
minimum investment requirement, and those
persons shall purchase BACs on the s
