Exhibit 4.C


 


BF Garden Tax Credit Fund V L.P.


Exhibit 4(c) 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


 


BF Garden Tax Credit Fund V L.P. (the “Fund”) is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership Act (the “Act”) and was formerly known as Boston
Capital Tax Credit Fund V L.P. 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”). The assignor limited partner of the Fund is BCTC V Assignor
Corp., a Delaware corporation (the “Assignor Limited 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.