Exhibit 4.a


 





BCTC V Assignor Corp. 


Exhibit 4(a) to Form 10-K


 


DESCRIPTION OF SECURITIES 


 


Title of Class of Securities


 


Beneficial Assignee Certificates, representing assignments of
units of the beneficial interest of the limited partnership interest in BF Garden Tax Credit Fund V L.P., a Delaware limited partnership
formerly known as Boston Capital Tax Credit Fund V L.P., issued to BCTC V Assignor Corp., a Delaware corporation.


 


General 


 


BCTC V Assignor Corp., a Delaware corporation (the “Assignor
Limited Partner”), is the assignor limited partner of BF Garden Tax Credit Fund V L.P. (formerly known as Boston Capital
Tax Credit Fund V L.P.) (the “Fund”), a limited partnership formed under the Delaware Revised Uniform Limited Partnership
Act (the “Act”). The general partner of the Fund is BF Garden Associates V LLC, a Delaware limited liability company
formerly known as Boston Capital Associates V LLC (the “General Partner”). Beneficial assignee certificates (“BACs”)
of each series of the Fund represent units of beneficial interest in the limited partnership interest in the Fund issued to the
Assignor Limited Partner. Under the terms of the Agreement of Limited Partnership of the Fund, as amended (the “Agreement”),
all of the ownership attributes of limited partnership interests held by the Assignor Limited Partner are assigned to holders of
BACs, including the right to receive a percentage of the Fund’s income, gain, credits, losses, deductions, and distributions,
as well as the right to take certain actions without the approval of the General Partner and the right to inspect the Fund’s
books and records, and holders of BACs are bound by the terms and conditions of the Agreement. Holders of BACs of different series
of the Fund participate in different pools of operating partnership interests held by the Fund. The rights and ownership attributes
of holders of BACs of all series of the Fund are identical in all other respects, except with respect to voting rights and accounting
matters applicable to any particular series. The BACs are not listed on any national or regional securities exchange, and there
is no established public trading market for the BACs. This summary does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the applicable provisions of the Agreement and the Act.


 


Voting Rights 


 


With respect to any matter on which a vote of the limited partners
of the Fund is taken, under the terms of the Agreement the Assignor Limited Partner will vote its limited partnership interest
as directed by the BAC holders on the basis of one vote for each BAC held by such holder. The limited partners, including the Assignor
Limited Partner voting on behalf of and as instructed by the BAC holders, owning a majority
in interest of the total interests of the Fund have the right to vote to, among other things:


 


		·	amend the Agreement, except that, (a) without the approval of any
limited partner affected thereby, no such amendment may (i) alter the rights and obligations of such limited partner under the
Agreement, (ii) modify the order of distributions of cash or allocations of profits, credits and losses to such limited partner
or (iii) modify the method of determining distributions of cash and allocations of profits, credits and losses to such limited
partner and (b) no such amendment may allow the limited partners or BAC holders, to take part in the management or control of Fund’s
business or otherwise modify their limited liability;



 


		·	remove a general partner and elect a replacement therefor; or



 


		·	dissolve the Fund.



 



    		 



     


    

 


The General Partner may amend the Agreement without the consent
of the limited partners with respect to certain matters, provided that any such amendments may not be adverse to the interests
of the BAC holders.


 


The General Partner may at any time call a meeting of BAC holders
or call for a vote without a meeting of the BAC holders.


 


The General Partner must call meetings of the BAC holders for
any purpose upon written request of limited partners, including the Assignor Limited Partner voting on behalf of and as instructed
by the BAC holders, owning in the aggregate 10% or more in Fund interests. In addition, the General Partner shall, upon written
request of limited partners owning in the aggregate 10% or more in Fund interests, submit any matter upon which they are entitled
to vote to the limited partners and BAC holders for a vote without a meeting. The Assignor Limited Partner will call for a meeting
or a vote if so instructed by the BAC holders holding the requisite percentage of interests. With respect to matters applicable
to any particular series of certificates, the above-described provisions will be applicable only to BAC holders in such series.


 


Limited partners, including the Assignor Limited Partner acting
on behalf of the BAC holders, do not have any appraisal or dissenters’ rights in the event that the Agreement is amended
against their wishes.


 


Liquidation 


 


In the event of liquidation, dissolution or winding up, holders
of BACs will be entitled to share ratably in the net assets available for distribution to the Assignor Limited Partner in accordance
with the terms of the Agreement and the Act.


 


Anti-Takeover Provisions 


 


The Agreement provides that the merger or combination of the
Fund with another entity shall be prohibited.