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AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL
FOR BENEFICIAL ASSIGNEE CERTIFICATES ("BACS")
OF
BOSTON CAPITAL TAX CREDIT FUND IV L. P. - SERIES 24
FOR $8.00 PER BAC
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 (the "Purchaser"), all of the Seller's right, title and
interest in beneficial assignee certificates ("BACs") in Series 24 of Boston
Capital Tax Credit Fund IV L. P., a Delaware limited partnership (the
"Partnership"), for $8.00 per BAC, less the amount of Distributions (as defined
in the Offer to Purchase) per BAC, if any, made to Seller by the Partnership
after March 1, 1998 and before the date on which the Purchaser purchases the
BACs tendered pursuant to the Offer (the "Purchase Date") and less any tax
credits allocated to Seller after May 31, 1998, in accordance with and pursuant
to the Offer to Purchase, dated April 20, 1998, 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 BACs under the Partnership's 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 BACs, 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
BACs, to deliver such BACs and transfer ownership of such BACs 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 BACs hereof, to direct any custodian or trustee holding record title
to the BACs 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 BACs. 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 BACs and has full power and authority to validly sell, assign,
transfer, convey and deliver such BACs to the Purchaser, and that when any such
BACs 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 BACs 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 BACs.
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 BACs tendered hereby. In such event, the
undersigned understands that this Letter of Transmittal will be effective to
Transfer only those BACs accepted for purchase by the Purchaser and any Letter
of Transmittal for BACs not accepted for payment may be destroyed by the
Purchaser (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 BACs.
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: April 20, 1998
NOTICE OF WITHDRAWAL OF PRIOR TENDER
Execution and delivery of this Letter of Transmittal shall constitute
notice that the undersigned owner(s) irrevocably elect(s) to withdraw all prior
tenders of any BACs covered hereby made by such owner(s), including any tenders
made to Valley Creek Capital, LLC under its offer dated April 14, 1998, as it
may be amended.
ALL
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[Specify Number of BACs Tendered [Signature of Owner]
if less than "ALL"]
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[Your Telephone Number] [Print Name]
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[Your Social Security or Taxpayer ID Number] [Signature of Co-Owner]
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[Print Name]
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[Your Address]
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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 CAPITAL TAX CREDIT FUND IV L. P. -
SERIES 24
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