BOSTON CAPITAL TAX CREDIT FUND V L.P. DEALER-MANAGER AGREEMENT

 

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                                                                       Exhibit 1

 

                      BOSTON CAPITAL TAX CREDIT FUND V L.P.

                            DEALER-MANAGER AGREEMENT

 

                             ______________ __, 2004

 

Boston Capital Securities, Inc.

One Boston Place

Suite 2100

Boston, MA 02108-4406

 

Dear Sirs:

 

       Boston Capital Associates V L.L.C., a Delaware limited liability company

(the "General Partner"), and BCTC V Assignor Corp., a Delaware corporation (the

"Assignor Limited Partner") have organized and will act as the general partner

and the assignor limited partner, respectively, of Boston Capital Tax Credit

Fund V L.P., a Delaware limited partnership, (the "Fund") which was formed to

invest through the acquisition of limited partnership interests in other limited

partnerships (the "Operating Partnerships"), each of which will own and operate

an apartment complex intended for occupancy by individuals and families of low

and moderate income.

 

       Initially, an aggregate of 8,500,000 beneficial assignee certificates

("BACs") representing assignments of limited partnership interests in units of

$10 each (the "BACs") is being offered by the Fund in two series, namely Series

49 and 50. The Fund anticipates offering additional series. Each series will

consist of at least 250,000 BACs. The initial minimum investment in the Fund is

five hundred BACs, or $5,000, except for employees of the General Partner and/or

its Affiliates for whom the initial minimum investment is one hundred BACs, or

$1,000; additional purchases must be made in multiples of one hundred BACs, or

$1,000. The offering of BACs with respect to any series will terminate twelve

months from the effective date of the Fund's registration statement with respect

to that series (the "Registration Statement") unless terminated earlier or

extended by the General Partner (the "Termination Date"), and is subject to the

condition that subscriptions for at least 250,000 BACs be accepted by the

General Partner by the Termination Date for each series. The offering period for

the Fund will commence on the effective date of the Registration Statement. 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"). Only upon the expiration or termination of one series may the

Fund offer BACs in another series.

 

       The purchasers thereof will have the BACs issued to them and will become

the holders thereof (the "BAC Holders"), and as such will receive the rights and

interests in the limited partnership interest of the Assignor Limited Partner,

the beneficial interests of which are assigned to them pursuant to the terms of

the Fund Agreement hereinafter referred to. The Fund Agreement provides that the

Assignor Limited Partner will assign to the BAC Holders all of the beneficial

interests of its limited partnership interests in the Fund, on the basis of one

unit of beneficial interest for one BAC.

 

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       The General Partner, on behalf of the Fund, hereby authorizes and

appoints, subject to the terms and conditions of this Agreement, Boston Capital

Securities, Inc., a Massachusetts corporation, as dealer-manager (the

"Dealer-Manager") to organize a group of soliciting dealers (the "Soliciting

Dealers"), consisting of brokers and dealers, who shall be members in good

standing of the National Association of Securities Dealers, Inc. (the "NASD"),

to solicit purchasers of the BACs.

 

SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE FUND AND THE GENERAL PARTNER.

 

       The Fund and the General Partner, jointly and severally, represent and

warrant to the Dealer-Manager that:

 

       (a) The Fund has filed with the Securities and Exchange Commission (the

           "Commission") a Registration Statement on Form S-11, SEC File No.

           333-______ and a related preliminary prospectus for the registration

           of the BACs under the Securities Act of 1933, as amended, (the "1933

           Act"), and has filed such amendments thereto and such amended

           preliminary prospectuses as may have been required as of the date

           hereof. Such Registration Statement as amended and the amended

           prospectus on file with the Commission at the time the registration

           statement becomes effective are herein called the "Registration

           Statement" and the "Prospectus" respectively, except that (A) if the

           Fund files a post-effective amendment to such registration statement,

           then the term "Registration Statement" shall, from and after the

           declaration of the effectiveness of such post-effective amendment,

           refer to such registration statement as amended by such

           post-effective amendment, thereto, and the term "Prospectus" shall

           refer to the amended prospectus then on file with the Commission, and

           (B) if the prospectus filed by the Fund pursuant to either Rule

            424(b) or (c) of the rules and regulations of the Commission under

           the 1933 Act (the "Regulations") shall differ from the prospectus on

           file at the time the Registration Statement or the most recent

           post-effective amendment thereto, if any, shall have become

           effective, the term "Prospectus" shall refer to such prospectus filed

           pursuant to either Rule 424(b) or (c), as the case may be, from and

           after the date on which it shall have been filed. The Commission has

           not issued any order preventing or suspending the use of any

           preliminary prospectus or the Prospectus.

 

       (b) The Fund at its Closing Date (or at each of its Closing Dates if it

           shall have more than one closing) will be duly organized and legally

           existing as a limited partnership pursuant to the laws of the State

           of Delaware with full power and authority to own the interests and

           conduct business as described in the Prospectus; the General Partner

           is duly organized and legally existing as a limited partnership

           pursuant to the laws of Delaware; the General Partner has full power

           and authority to conduct business as described in the Prospectus; the

           Fund and the General Partner have the power and authority to enter

           into and perform this Agreement; the execution and delivery of this

           Agreement by the Fund and the General Partner have been duly and

           validly authorized by all necessary action; the execution and

           delivery of this Agreement, the fulfillment of

 

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           its terms and consummation of the transactions contemplated hereunder

            do not and will not conflict with or constitute a breach or default

           under any other agreement, indenture or instrument by which the Fund

           or the General Partner are bound, or any law, regulation or order

           applicable to the Fund, the General Partner or their respective

           properties; this Agreement constitutes the valid and binding

           agreement of the Fund and the General Partner, enforceable against

           each of them in accordance with its terms.

 

        (c) At the time the Registration Statement initially becomes effective

           and at the time that any post-effective amendment thereto becomes

           effective, the Registration Statement and the Prospectus, and at each

           Closing Date the Prospectus, will comply with the provisions of the

           1933 Act and the Regulations; at the time the Registration Statement

           initially becomes effective and at the time that any post-effective

           amendment thereto becomes effective the Registration Statement will

           not contain any untrue statement of a material fact or omit to state

           any material fact required to be stated therein or necessary to make

           the statements therein not misleading; and at the time the

           Registration Statement or an amendment thereto becomes effective, and

           the Prospectus at each Closing Date, will not contain an untrue

           statement of a material fact or omit to state a material fact

           required to be stated therein or necessary to make the statements

           therein in light of the circumstances in which they were made, not

           misleading; provided, however, that the representations and

           warranties in this paragraph shall not apply to statements in or

           omissions from the Registration Statement or the Prospectus made in

           reliance upon and in conformity with information furnished to the

           Fund or the General Partner in writing by the Dealer-Manager

           expressly for use in the Registration Statement or the Prospectus.

           Every contract or other document required by the 1933 Act or the

           Regulations to be filed as an exhibit to the Registration Statement

           has been so filed.

 

       (d) Any supplemental sales literature or advertisement, regardless of how

           labeled or described, used in addition to the Prospectus in

           connection with the offering and sale of the BACs which is furnished

           or approved by the General Partner ("Authorized Sales Literature")

           shall, to the extent required, be filed with and approved by the

           appropriate securities agencies and bodies.

 

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE DEALER-MANAGER.

 

       The Dealer-Manager hereby represents, warrants and agrees with the Fund

and the General Partner that:

 

       (a) Solicitation and other activities by the Dealer-Manager hereunder

           shall be undertaken only in accordance with this Agreement, the 1933

           Act, the Securities Exchange Act of 1934, as amended (the "1934

           Act"), and the applicable rules and regulations of the Commission and

           any other applicable securities or Blue Sky Laws and regulations. The

           Dealer-Manager agrees that through the Termination Date it will not

           use or authorize the use of any solicitation material other than the

           Prospectus and Authorized Sales Literature.

 

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       (b) The Dealer-Manager is a broker-dealer registered with the Commission

           and with each state in which it intends to make an offer (but not

           necessarily in each state in which a Soliciting Dealer may make an

           offer), it is, and will remain until the Termination Date, a member

           in good standing of the NASD and agrees to comply with the provisions

           of Rule 2740 and 2810 of the NASD Conduct Rules (the "Conduct

           Rules"), and each sales representative of the Dealer-Manager making

           offers or sales of BACs is properly licensed in each such

           jurisdiction where he intends to so act. The Dealer-Manager

           acknowledges that it has reviewed the Prospectus and Authorized Sales

           Literature and has determined that the suitability standards are

           fully disclosed and are consistent with Rule 2810 of the Conduct

           Rules. In recommending to a participant the purchase, sale or

           exchange of BACs the Dealer-Manager shall:

 

                    (i)     have reasonable grounds to believe, on the basis of

                    information obtained from the participant concerning his

                    investment objectives, other investments, financial

                    situation and needs, and any other information known by the

                    Dealer-Manager or an associated person that:

 

                           (A)     the participant is or will be in a financial

                            position appropriate to enable him to realize to a

                           significant extent the benefits described in the

                           Prospectus, including the tax benefits;

 

                           (B)     the participant has a fair market net worth

                           sufficient to sustain the risks inherent in the Fund,

                           including loss of investment and lack of liquidity;

                           and

 

                           (C)     the Fund is otherwise suitable for the

                           participant; and

 

                    (ii)    will maintain in its files documents disclosing the

                    basis upon which the determination of suitability was

                    reached as to each participant.

 

               The Dealer-Manager hereby represents that it will communicate to

               each of its sales agents, representatives and other appropriate

               persons associated with it, the above-referenced suitability

               standards and the Dealer-Manager shall require each Soliciting

               Dealer that it may engage to acknowledge compliance with Rule

               2810 of the Conduct Rules. Furthermore, the Dealer-Manager shall

               not execute any transaction in the Fund in a discretionary

               account without prior written approval of the transaction by the

               potential investor.

 

       (c) The Dealer-Manager shall provide a copy of the Prospectus to each

            prospective investor to whom the Dealer-Manager shall directly effect

           a sale of the BACs at the time of sale of any BACs to each such

           prospective investor. It shall not, in connection with the offer and

           sale of BACs, give any information or make

 

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           representations, nor shall it authorize others to give any

           information or make representations other than such information and

           representations as is contained in the Prospectus or in any

           Authorized Sales Literature.

 

       (d) Each Soliciting Dealer engaged by the Dealer-Manager will be a

           broker-dealer registered with the Commission and with each state in

           which it intends to make an offer, will be a member in good standing

           of the NASD and will agree to comply with the provisions of Rules

           2740 and 2810 of the Conduct Rules, and each sales representative

           employed by a Soliciting Dealer who makes offers or sales of BACs

           will be properly licensed to sell securities in the jurisdictions

           where such representative makes offers or sales.

 

       (e) The Dealer-Manager will promptly deliver to the General Partner any

            subscription documents received by it and will promptly deliver all

           checks executed by or delivered on behalf of prospective investors to

           the Escrow Agent for deposit in the Escrow Account in accordance with

           Section 8 hereof.

 

       (f) Prior to participating in the offer and sale of the BACs, the

           Dealer-Manager shall have reviewed the Prospectus and will have

           reasonable grounds to believe that all material facts are adequately

           and accurately disclosed and provide a basis for evaluating the Fund.

           In determining the adequacy of the disclosed facts, the

           Dealer-Manager shall obtain written information on material facts

           relating at a minimum to the following, if relevant in view of the

           nature of the offering:

 

               (i)     items of compensation;

 

               (ii)    physical properties;

 

               (iii)   tax aspects;

 

               (iv)    financial stability and experience of the General Partner;

 

               (v)     the Fund's conflicts and risk factors; and

 

               (vi)    appraisals and other pertinent reports.

 

               Prior to executing a purchase transaction in the Fund, the

               Dealer-Manager or a person associated with it shall inform the

               prospective investor of all pertinent facts relating to the

               liquidity and marketability of an investment in the BACs during

               the term of the prospective investment in the Fund.

 

       (g) The Dealer-Manager represents that it has not engaged, and agrees

           that it will not engage, in any activity with respect to the BACs in

           violation of the 1934 Act, including Rule 10b-6 thereunder.

 

       (h) Neither the Dealer-Manager nor any other person is authorized by the

           General Partner or the Fund to give any information or make any

           representations in

 

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           connection with this Agreement or the offering of the BACs other than

           those contained in the Prospectus and other Authorized Sales

           Literature furnished to the Dealer-Manager or authorized for use by

           the General Partner or the Fund. Without limiting the generality of

           the foregoing, the Dealer-Manager will not publish, circulate or

           otherwise use any other advertisement or solicitation material

           without the prior written approval of the General Partner.

 

       (i) The Dealer-Manager will require that each of the Soliciting Dealers

           retained by it enter into a soliciting dealer agreement similar in

           form to the one attached hereto as Exhibit A (a "Soliciting Dealer

           Agreement").

 

       (j) On becoming a Soliciting Dealer and in soliciting purchasers of the

           BACs, the Dealer-Manager agrees to comply with the terms and

           conditions imposed on the Soliciting Dealers pursuant to the

           Soliciting Dealer Agreement.

 

       (k) The Blue Sky Survey for the Fund indicates or will indicate the

           jurisdictions in which it is believed that offers and sales of the

           BACs may be made under the applicable state securities laws and

           regulations. In effecting offers or sales in a jurisdiction, the

           Dealer-Manager will comply with all special conditions and

           limitations imposed by such jurisdiction, as set forth in the Blue

           Sky Survey for the Fund. If the Blue Sky Survey for the Fund is not

           enclosed herewith, it will be made available to the Dealer-Manager at

           a later date. Under no circumstances will the Dealer-Manager engage

           in any activities as a Soliciting Dealer hereunder in any

           jurisdiction (a) which is not listed in the applicable Blue Sky

           Survey as a jurisdiction in which offers and sales of BACs may be

           made under the Blue Sky or securities laws of such jurisdiction or

           (b) in which you may not lawfully so engage. The Blue Sky Survey

           shall not be considered solicitation material, as that term is herein

           used.

 

SECTION 3. COMPENSATION OF DEALER-MANAGER.

 

       (a) As compensation for the services of the Dealer-Manager hereunder, the

           Fund will pay to the Dealer-Manager a selling commission of seven per

           cent (7%) of the purchase price of each BAC sold by it and a

           Dealer-Manager Fee in the amount of two per cent (2%) of the purchase

           price for each BAC sold to a subscriber. However, for purchases of

           more than 10,000 BACs, the selling commission will be as follows:

           first 10,000 BACs, 7.0%; next 10,000 BACs, 6.5%; next 10,000 BACs,

           5.5%; next 10,000 BACs, 4.5%; next 10,000 BACs, 3.5%; and next 10,000

           BACs and over, 2.5%. The Dealer-Manager shall be entitled to the

           foregoing compensation only for the number of BACs for which the

           subscriber is admitted to the Fund as a BAC holder. The

           Dealer-Manager will also be entitled to receive: (i) an accountable

           due diligence expense reimbursement for actual bona fide due

           diligence expenses incurred by the Dealer-Manager or Soliciting

           Dealers retained by the Dealer-Manager, in an aggregate amount not to

           exceed one-half of one per cent (0.5%) of the purchase price for the

           BACs in such Fund sold through the efforts of the Dealer-Manager or

           by the Soliciting Dealers to subscribers with respect to such Fund;

           and (ii) a non-accountable

 

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           expense allowance in an amount up to one per cent (1%) of the public

           ofering price of the BACs sold.

 

       (b) The Dealer-Manager may re-allow all or any of the Selling Commission

           and due diligence expense for which the Dealer-Manager was reimbursed

           by the Fund as part of its accountable due diligence expense

           reimbursement in respect of the BACs in the Fund sold by such

           Soliciting Dealer.

 

       (c) No subscription shall be effective unless and until the subscription

           payment is accepted by the General Partner, and the General Partner

           reserves the right in its sole discretion to reject any subscription

           payment submitted. In the event that a sale of a BAC for which one of

           the Soliciting Dealers engaged by the Dealer-Manager has solicited a

           subscription shall not occur, for whatever reason, no Dealer-Manager

           Fee, Selling Commission or accountable due diligence expense

           reimbursement with respect to such BACs shall be paid to the

           Dealer-Manager or such Soliciting Dealer.

 

SECTION 4. MUTUAL COVENANTS.

 

       In the event that any party hereto shall learn of any circumstances or

facts, the existence of which causes such party to believe that such

circumstances or facts (i) render the Prospectus inaccurate or misleading as to

any material facts or (ii) should otherwise be disclosed in a supplement or

amendment to the Prospectus or other selling material, such party will promptly

bring such circumstances or facts to the attention of each party hereto. If, in

the opinion of any party hereto or of counsel for any party hereto, such

circumstances or facts should be set forth in an amendment or supplement to the

Prospectus or to any selling material, the General Partner shall cause such

amendment or supplement to be prepared promptly and shall make available to the

Dealer-Manager sufficient copies thereof for its own use and/or distribution to

the Soliciting Dealers.

 

SECTION 5. TERMINATION.

 

       This Agreement may be terminated by written or telegraphic notice to the

Dealer-Manager from the General Partner, or upon the expiration or termination

of the offering of BACs; provided, however, that such termination shall not

relieve the Fund of the obligation to pay when due all fees payable to the

Dealer-Manager hereunder or the obligations of any of the parties hereto

referred to under Section 7 hereof.

 

SECTION 6. LIABILITY OF PARTIES.

 

       (a) Nothing herein contained shall constitute the Dealer-Manager, the

           Soliciting Dealers, the General Partner and the Fund as an

           association, partnership, unincorporated business or other separate

           entity, nor shall anything herein contained render the General

           Partner or the Fund liable for the obligations of any of the

           Soliciting Dealers. Neither the General Partner nor the Fund shall be

           under any liability to any Soliciting Dealer or any other person for

           any act or omission or any matter connected with this Agreement or

           the Fund, except for

 

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           obligations expressly assumed by an association, partnership,

           unincorporated business or other separate entity in this Agreement.

 

       (b) It is understood and agreed by the parties that no partner of the

           General Partner shall have any personal liability under this

           Agreement by virtue of its status as a partner of the General

           Partner, and that any person asserting a claim against the General

           Partner hereunder shall look solely to the assets of such General

           Partner (specifically excluding the personal assets of the partners

           thereof).

 

SECTION 7. INDEMNIFICATION.

 

       (a) The General Partner will indemnify and hold harmless the

           Dealer-Manager and each Soliciting Dealer from and against any and

           all losses, claims, damages or liabilities, joint or several, to

           which the Dealer-Manager and any Soliciting Dealer may become

           subject, under the 1933 Act or otherwise, insofar as such losses,

           claims, damages or liabilities (or actions in respect thereof) arise

           out of or are based upon a breach or alleged breach by the General

           Partner of any of his representations and warranties or upon an

           untrue statement or alleged untrue statement of a material fact

           contained in any preliminary prospectus, the Registration Statement

           or the Prospectus, or any amendment or supplement thereto, or arise

           out of or are based upon the omission or alleged omission to state

           therein a material fact required to be stated therein or necessary to

           make the statements therein not misleading; and the General Partner

           will reimburse the Dealer-Manager and each such Soliciting Dealer for

           any legal or other expenses (including, but not limited to,

           reasonable attorneys' fees) reasonably incurred by the Dealer-Manager

           and such Soliciting Dealer in connection with investigating or

           defending any such claim or action instituted against the

           Dealer-Manager or any such Soliciting Dealer, whether or not

           resulting in any liability.

 

           The indemnity agreement in this Section 7(a) will be in addition to

           any liability which the General Partner may otherwise have and shall

           extend upon the same terms and conditions to each person, if any, who

           controls the Dealer-Manager and any Soliciting Dealer within the

            meaning of the 1933 Act or 1934 Act, or is a registered

           representative of such Dealer-Manager or Soliciting Dealer.

 

       (b) The Dealer-Manager and each Soliciting Dealer will indemnify and hold

           harmless the General Partner and the Fund from and against any and

           all losses, claims, damages or liabilities to which the General

           Partner and the Fund may become subject insofar as such losses,

           claims, damages or liabilities (or actions in respect thereof) arise

           out of or are based upon (i) the failure or alleged failure by the

           Dealer-Manager and/or such Soliciting Dealer to perform fully and to

           act in compliance with the provisions of this Agreement or the

           Soliciting Dealer Agreement, or (ii) any untrue statement or alleged

           untrue statement of any material fact made by the Dealer-Manager or

           such Soliciting Dealer to any offeree or purchaser of any of BACs

           (other than any statement contained in the Prospectus or any

           Authorized Sales Literature, or any amendment or

 

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           supplement thereto), or (iii) any omission or alleged omission by the

           Dealer-Manager or such Soliciting Dealer to state to any offeree or

           purchaser of any BACs a material fact necessary in order to make the

           statements made to such offeree or purchaser not misleading in light

           of the circumstances under which they were made (other than any such

           material fact omitted from the Prospectus, or any amendment or

           supplement thereto), and will reimburse any legal or other expenses

           (including, but not limited to, reasonable attorneys' fees)

           reasonably incurred by the General Partner or the Fund in connection

           with investigating or defending any such claim or action, whether or

           not resulting in any liability.

 

           The indemnity agreement in this Section 7(b) will be in addition to

           any liability which the Dealer-Manager and/or such Soliciting Dealer

           may otherwise have and shall extend upon the same terms and

           conditions to each person signing the Registration Statement on

           behalf of the Fund and each person, if any, who controls the General

           Partner or the Fund within