Item 1.	Business
Organization
BCTC V Assignor Corp,
a Delaware corporation (the "Assignor Limited Partner") was formed for the sole purpose of serving as an assignor for Boston Capital Tax Credit Fund V L.P. (the "Fund") and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates ("BACs") to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund. The Assignor Limited Partner is wholly-owned by John P. Manning.
A Registration Statement on Form S-11 and the related prospectus, as supplemented (the "Prospectus") were filed with the Securities and Exchange Commission and became effective December 23, 2003 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 3,500,000 BACs at $10 per BAC. On April 30, 2004 an amendment to Form S-11, which registered an additional 3,000,000 BACs for sale to the public in one or more series, became effective. On August 10, 2004 an amendment to Form S-11, which registered an additional 3,500,000 BACs for sale to the public in one or more series, became effective. As of March 31, 2004, subscriptions had been received and accepted by the General Partner in Series 47 for 1,844,945 BACs representing capital contributions of $18,449,450.
The Offering, including information regarding the issuance of BACs in series, is described on pages 161 to 167 of the Prospectus, as supplemented, under the caption "The Offering", which is incorporated herein by reference.
Description of Business
The Assignor Limited Partner's sole purpose is to act as a conduit through which all of the economic and tax benefits of an investment in the Fund are passed along to the investor BAC Holders. The Assignor Limited Partner does not charge any fees for its services and has no income.
The Fund's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships") each of which will own or lease and will operate an Apartment Complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Fund will invest will own Apartment Complexes which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance. Each Apartment Complex is expected to qualify for the low-income housing tax credit under Section 42 of the Code (the "Federal Housing Tax Credit"), thereby providing tax benefits over a period of ten to twelve years in the form of tax credits which investors may use to offset income, subject to certain strict limitations, from other sources. Certain Apartment Complexes may also qualify for the historic rehabilitation tax credit under Section 47 of the Code (the "Rehabilitation Tax Credit"). The Federal Housing Tax Credit and the Government Assistance programs are described on pages 83 to 94 of the Prospectus, as supplemented, under the captions "Tax Credit Programs" and "Government Assistance Programs," which is incorporated herein by reference. Section 236 (f) (ii) of the National Housing Act, as amended, in Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as Tax Credits. The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income. Some of the Apartment Complexes in which the Partnership has invested are receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the Apartment Complex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the Apartment Complex.
As of March 31, 2004, the Fund had invested in 3 Operating Partnerships on behalf of Series 47. A description of these Operating Partnerships is set forth in Item 2
Item 2.	Properties
The Assignor Limited Partner has no properties.
Item 3.
Item 3.	Legal Proceedings
None
Item 4.
Item 4.	Submission of Matters to a Vote of Security Holders
None
PART II
Item 6.	Selected Financial Data
The Assignor Limited Partner has no operational history.
Item 7.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Assignor Limited Partner has no operational history and capital needs.
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
Not Applicable
Item 8.
Financial Statements and Supplementary Data
The information required by this item is contained in Part IV, Item 15 of this Annual Report on Form 10-K.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
None
(b) Changes in Internal Controls
None
PART III
Item 10.
Directors and Executive Officers of the Registrant
(a), (b), (c), (d) and (e)
The Assignor Limited Partner's sole shareholder and director is:
John P. Manning, age 56, is co-founder, and since 1974 has been the
President and Chief Executive Officer of Boston Capital Corporation. In
addition to his responsibilities at Boston Capital Corporation, Mr. Manning
is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and
suggested reforms to the Low Income Housing Tax Credit program. He
was the founding President of the Affordable Housing Tax Credit Coalition
and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President's Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President's Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits
on the Board of Directors of the John F. Kennedy Presidential Library in
Boston where he serves as Chairman of the Distinguished Visitors Program.
He also serves as a member of the Advisory Board of the Woodrow Wilson
Institute for International Scholars in Washington D.C and on the Board of
Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning
is a graduate of Boston College.
Mr. Manning is the principal shareholder of C&M Management, Inc., a Massachusetts corporation which is the ultimate general partner of Boston Capital Tax Credit Fund V L.P. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.
The Assignor Limited Partner's two officers are Mr. Manning as Principal Executive Officer and Marc N. Teal as Principal Financial Officer. Mr. Teal's biographical information is as follows:
Marc N. Teal, age 40, was promoted to Chief Financial Officer of Boston Capital Corporation in May
2003. Mr. Teal previously served as Senior Vice President and Director of Accounting since January 2002 and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of
the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital, its affiliated entities and all Boston Capital sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and management of all working capital reserves. He also oversees Boston Capital's information and technology areas, including the strategic planning
. Prior to joining Boston Capital in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.
(f)
Involvement in certain legal proceedings.
None
(g)
Promoters and control persons.
None
(h) and (i)
John P. Manning is the registrant's sole shareholder, principal executive officer and director and accordingly the registrant has no audit committee or audit committee financial committee expert and has not adopted a code of ethics. The registrant is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934.
Item 11.
Executive Compensation
(a), (b), (c), (d) and (e)
None
Item 12.
Security Ownership of Certain Beneficial Owners and Management
(a)
Security ownership of certain beneficial owners.
As of March 31, 2004, 1,844,945 BACs had been issued. No person is known to own beneficially in excess of 5% of the outstanding BACs in any of the series.
(b)
Security ownership of management.
100% owned by John P. Manning
(c)
Changes in control.
None
The Assignor Limited Partner has no compensation plans under which interests are authorized for issuance.
Item 13.
Certain Relationships and Related Transactions
(a)
Transactions with management and others.
None
(b)
Certain business relationships.
None
(c)
Indebtedness of management.
None
(d)
Transactions with promoters.
Not applicable.
Item 14.
Principal Accountant Fees and Services
Fees paid to the registrant's independent auditors for Fiscal 2004 were comprised of the following:
Audit Fees		$1,025
Audit-related Fees $0
Tax Fees		$0
All Other Fees	$0
TOTAL	$1,025
The registrant has no Audit Committee. All audit services and any permitted non-audit services performed by the registrant's independent auditors are pre-approved by John P. Manning.
PART IV
(c) 1
Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K)
	Exhibit No. 3 - Organization Documents.
	a.	Articles of Incorporation of BCTC V Assignor Corp.
		 (Incorporated by reference from Exhibit 3 to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.
	Exhibit No. 10 - Material contracts.
	a.	Beneficial Assignee Certificate. (Incorporated by reference from
		Exhibit 10A to the Fund's Registration Statement No. 333-109898 on
		Form S-11 as filed with the Securities and Exchange Commission on
		October 22, 2003.
	Exhibit No. 13 - Financial Statements.
	a.	Audited Financial Statement of BCTC V Assignor Corp. filed herein.
	Exhibit No. 28 - Additional exhibits.
	None
Exhibit No. 31 Certification 302
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
Exhibit No. 32 Certification 906
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
DATE:
SIGNATURE:
TITLE:
August 23, 2004
/s/ John P. Manning
Director, President (Principal Executive Officer), BCTC V Assignor Corp.
John P. Manning
DATE:
SIGNATURE:
TITLE:
August 23, 2004
/s/ Marc N. Teal
(Principal Financial Officer), BCTC V Assignor Corp.
Marc N. Teal
Item 6.	Selected Financial Data
The Assignor Limited Partner has no operational history.
Item 7.
Item 7.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Assignor Limited Partner has no operational history and capital needs.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
Not Applicable
Item 8.
Item 8.
Financial Statements and Supplementary Data
The information required by this item is contained in Part IV, Item 15 of this Annual Report on Form 10-K.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A.
Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
None
(b) Changes in Internal Controls
None
PART III
Item 10.
Item 10.
Directors and Executive Officers of the Registrant
(a), (b), (c), (d) and (e)
The Assignor Limited Partner's sole shareholder and director is:
John P. Manning, age 56, is co-founder, and since 1974 has been the
President and Chief Executive Officer of Boston Capital Corporation. In
addition to his responsibilities at Boston Capital Corporation, Mr. Manning
is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and
suggested reforms to the Low Income Housing Tax Credit program. He
was the founding President of the Affordable Housing Tax Credit Coalition
and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President's Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President's Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits
on the Board of Directors of the John F. Kennedy Presidential Library in
Boston where he serves as Chairman of the Distinguished Visitors Program.
He also serves as a member of the Advisory Board of the Woodrow Wilson
Institute for International Scholars in Washington D.C and on the Board of
Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning
is a graduate of Boston College.
Mr. Manning is the principal shareholder of C&M Management, Inc., a Massachusetts corporation which is the ultimate general partner of Boston Capital Tax Credit Fund V L.P. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.
The Assignor Limited Partner's two officers are Mr. Manning as Principal Executive Officer and Marc N. Teal as Principal Financial Officer. Mr. Teal's biographical information is as follows:
Marc N. Teal, age 40, was promoted to Chief Financial Officer of Boston Capital Corporation in May
2003. Mr. Teal previously served as Senior Vice President and Director of Accounting since January 2002 and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of
the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital, its affiliated entities and all Boston Capital sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and management of all working capital reserves. He also oversees Boston Capital's information and technology areas, including the strategic planning
. Prior to joining Boston Capital in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.
(f)
Involvement in certain legal proceedings.
None
(g)
Promoters and control persons.
None
(h) and (i)
John P. Manning is the registrant's sole shareholder, principal executive officer and director and accordingly the registrant has no audit committee or audit committee financial committee expert and has not adopted a code of ethics. The registrant is not a listed issuer as defined in Regulation 10A-3 promulgated under the Securities Exchange Act of 1934.
Item 11.
Item 11.
Executive Compensation
(a), (b), (c), (d) and (e)
None
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
(a)
Security ownership of certain beneficial owners.
As of March 31, 2004, 1,844,945 BACs had been issued. No person is known to own beneficially in excess of 5% of the outstanding BACs in any of the series.
(b)
Security ownership of management.
100% owned by John P. Manning
(c)
Changes in control.
None
The Assignor Limited Partner has no compensation plans under which interests are authorized for issuance.
Item 13.
Item 13.
Certain Relationships and Related Transactions
(a)
Transactions with management and others.
None
(b)
Certain business relationships.
None
(c)
Indebtedness of management.
None
(d)
Transactions with promoters.
Not applicable.
Item 14.
Item 14.
Principal Accountant Fees and Services
Fees paid to the registrant's independent auditors for Fiscal 2004 were comprised of the following:
Audit Fees		$1,025
Audit-related Fees $0
Tax Fees		$0
All Other Fees	$0
TOTAL	$1,025
The registrant has no Audit Committee. All audit services and any permitted non-audit services performed by the registrant's independent auditors are pre-approved by John P. Manning.
PART IV
(c) 1
Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K)
	Exhibit No. 3 - Organization Documents.
	a.	Articles of Incorporation of BCTC V Assignor Corp.
		 (Incorporated by reference from Exhibit 3 to the Fund's Registration Statement No. 333-109898 on Form S-11 as filed with the Securities and Exchange Commission on October 22, 2003.
	Exhibit No. 10 - Material contracts.
	a.	Beneficial Assignee Certificate. (Incorporated by reference from
		Exhibit 10A to the Fund's Registration Statement No. 333-109898 on
		Form S-11 as filed with the Securities and Exchange Commission on
		October 22, 2003.
	Exhibit No. 13 - Financial Statements.
	a.	Audited Financial Statement of BCTC V Assignor Corp. filed herein.
	Exhibit No. 28 - Additional exhibits.
	None
Exhibit No. 31 Certification 302
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
Exhibit No. 32 Certification 906
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
DATE:
SIGNATURE:
TITLE:
August 23, 2004
/s/ John P. Manning
Director, President (Principal Executive Officer), BCTC V Assignor Corp.
John P. Manning
DATE:
SIGNATURE:
TITLE:
August 23, 2004
/s/ Marc N. Teal
(Principal Financial Officer), BCTC V Assignor Corp.
Marc N. Teal