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EXHIBIT 99.3
AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL
FOR UNITS OF INTEREST
IN
BOSTON QUALIFIED HOUSING TAX CREDITS L.P. V,
A LIMITED PARTNERSHIP
FOR $600 PER UNIT
Subject to and effective upon acceptance for payment, the undersigned (the
"Seller") hereby sells, assigns, transfers, conveys and delivers and irrevocably
directs any custodian or trustee to sell, assign, transfer, convey and deliver
("Transfer") to Everest Tax Credit Investors, LLC, a California limited
liability company, and Everest Tax Credit Investors II, LLC, a California
limited liability company (collectively, the "Purchaser"), all of the Seller's
right, title and interest in units of interest (the "Units") in Boston Qualified
Housing Tax L.P. V, a Limited Partnership, a Massachusetts limited partnership
(the "Partnership"), for $600 per Unit, less the amount of Distributions (as
defined in the Offer to Purchase) per Unit, if any, made to Seller by the
Partnership after July 31, 1997 and before the date on which the Purchaser
purchases the Units tendered pursuant to the Offer (the "Purchase Date") and all
tax credits allocated to Seller after September 30, 1997, in accordance with and
pursuant to the Offer to Purchase, dated August 11, 1997, as it may be
supplemented or amended from time to time (the "Offer to Purchase") and this
Agreement of Transfer and Letter of Transmittal, as it may be supplemented or
amended from time to time (the "Letter of Transmittal," which together with the
Offer to Purchase, constitutes the "Offer").
Such Transfer shall include, without limitation, all rights in, and claims
to, any Partnership profits and losses, tax credit allocations, cash
distributions, voting rights and other benefits of any nature whatsoever
distributable or allocable to such Units under the Partnership's Amended and
Restated Agreement of Limited Partnership, as amended (the "Partnership
Agreement"), and all certificates evidencing the same, and Seller agrees
immediately to endorse and deliver to Purchaser all distribution checks received
from the Partnership after the Purchase Date. The Seller hereby irrevocably
constitutes and appoints the Purchaser as the true and lawful agent and
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote, inspect Partnership books and records or act
in such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to such Units, to deliver such Units and transfer ownership
of such Units on the Partnership's books maintained by the General Partner of
the Partnership, together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Purchaser, to immediately revoke and
withdraw all prior tenders of Units hereof, to direct any custodian or trustee
holding record title to the Units to do any of the foregoing, including the
execution and delivery of a copy of this Letter of Transmittal, and upon payment
by the Purchaser of the purchase price, to receive all benefits and cash
distributions, endorse Partnership checks payable to Seller and otherwise
exercise all rights of beneficial ownership of such Units. The Purchaser shall
not be required to post bond of any nature in connection with this power of
attorney.
The Seller hereby represents and warrants to the Purchaser that the Seller
owns such Units and has full power and authority to validly sell, assign,
transfer, convey and deliver such Units to the Purchaser, and that when any such
Units are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all options,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim. If the undersigned is signing on behalf of
an entity, the undersigned declares that he has authority to sign this document
on behalf of the entity. The Seller further represents and warrants that the
Seller is a "United States person", as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, or if the Seller is not a United
States person, that the Seller does not own beneficially or of record more than
5% of the outstanding Units.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase (including proration), the Purchaser may not be required
to accept for payment any or all of the Units tendered hereby. In such event,
the undersigned understands that this Letter of Transmittal will be effective to
Transfer only those Units accepted for purchase by the Purchaser and any Letter
of Transmittal for Units not accepted for payment may be destroyed by the
Depositary (in accordance with its customary practice).
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All authority herein conferred or agreed to be conferred shall survive the
death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
Upon request, the Seller will execute and deliver, and irrevocably directs
any custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of such Units.
The Seller hereby certifies, under penalties of perjury, that (1) the
number shown below on this form as the Seller's Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding. The Seller hereby also certifies, under penalties
of perjury, that the Seller, if an individual, is not a nonresident alien for
purposes of U.S. income taxation, and if not an individual, is not a foreign
corporation, foreign partnership, foreign trust, or foreign estate (as those
terms are defined in the Internal Revenue Code and Income Tax Regulations). The
Seller understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of a Letter of Transmittal will be determined by the
Purchaser and the determinations will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including this Letter
of Transmittal) will be final and binding. The Purchaser will have the right to
waive any defects or conditions as to the manner of tendering. Any defects in
connection with tenders, unless waived, must be cured within such time as the
Purchaser will determine. This Letter of Transmittal will not be valid until all
defects have been cured or waived.
Date: August 11, 1997
NOTICE OF WITHDRAWAL OF PRIOR TENDER
Execution and delivery of this Letter of Transmittal shall constitute
notice that the undersigned owner(s) irrevocably elects to withdraw all prior
tenders of any Units covered hereby made by such owner(s), including any tenders
made to Oldham Institutional Tax Credits LLC under its Offer dated July 24,
1997, as it may be amended.
ALL
[Specify Number of Units Tendered if less than "ALL"]
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[Your Telephone Number]
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[Your Social Security or Taxpayer ID Number]
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[Your Address]
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[Signature of Owner]
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[Print Name]
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[Signature of Co-Owner]
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[Print Name]
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The completed Letter of Transmittal and original Partnership Certificate(s) (if
available) should be forwarded to:
EVEREST PROPERTIES II, LLC
000 X. Xxx Xxxxxx Xxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Securities Processing Department
(000) 000-0000
RE: BOSTON QUALIFIED HOUSING CREDITS L.P. V,
A LIMITED PARTNERSHIP
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