8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 3, 2018

Boston Capital Tax Credit Fund III L.P.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-21718 (Commission File Number)	52-1749505 (IRS Employer Identification No.)
One Boston Place, Suite 2100    Boston, Massachusetts 02108    (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (617) 624-8900

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 of the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 3, 2018, the general partner of Boston Capital Tax Credit Fund III L.P., a Delaware limited partnership (the “Partnership”), adopted a First Amendment to the Agreement of Limited Partnership (the “Amendment”) of the Partnership. The Amendment is in response to certain changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015, specifying that the general partner shall also serve as partnership representative under the new partnership audit and adjustment procedures for tax years beginning in 2018. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits
	Number
	4.1	First Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P. dated May 3, 2018.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOSTON CAPITAL TAX CREDIT FUND III L.P. By:   Boston Capital Associates III L.P., its General Partners By:   BCA Associates Limited Partnership, its General Partner By:  C&M Management, Inc., its General Partner
Date: May 3, 2018	By:	/s/ John P. Manning John P. Manning President

EX-4.1

FIRST AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
BOSTON CAPITAL TAX CREDIT FUND III L.P.

This First Amendment (this “First Amendment”) to Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P. (the “Partnership”) dated as of January 27, 1992 (the “Partnership Agreement”) is entered into effective as of May 3, 2018 by and between Boston Capital Associates III L.P., as general partner (the “General Partner”) and BCTC III Assignor Corp., as assignor limited partner (the “Assignor Limited Partner”)

WHEREAS, the Partnership is a limited partnership organized under the laws of the State of Delaware pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State on September 19, 1991; and

WHEREAS, the Partnership is presently governed by an Agreement of Limited Partnership dated as of January 27, 1992 by and among the General Partner, the Assignor Limited Partner and those persons who are limited partners of the Partnership (the “Limited Partners”); and

WHEREAS, Section 12.02(b) of the Partnership Agreement provides that the General Partner, without the consent of the limited partners or assignees, may amend the Partnership Agreement to add to the duties or obligations of the General Partner or to cure any ambiguity or correct or supplement any provision of the Partnership Agreement which may be inconsistent with the administrative efficiency of the Partnership; and

WHEREAS, on May 3, 2018, the General Partner has approved this First Amendment.

NOW, THEREFORE, the Partners hereby agree as follows:

1.       Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.

2.       Article IX of the Partnership Agreement is hereby amended by adding the following provisions:

“9.10 Application of Bipartisan Budget Act of 2015. If, and to the extent that, provisions of Section 1101 of the Bipartisan Budget Act of 2015, Public Law No. 114-74 (the “2015 Act”) apply to any audit of any tax return of the Partnership (an “Affected Tax Return”), then the following provisions shall apply:

(a) Designation of Partnership Representative. The then-Tax Matters Partner shall be designated as the “partnership representative” (the “Partnership Representative”) pursuant to Section 6223(a) of the Code (as then in effect) in connection with any audit of an Affected Tax Return. Following such designation, any references to “Tax Matters Partner” in this Agreement shall be deemed to refer to the Partnership Representative, and the Partnership Representative shall succeed to all of the duties and obligations of the Tax Matters Partner that existed prior to the application of the provisions of the 2015 Act, and be entitled to all the protections and reimbursements to which the Tax Matters Partner is entitled under this Agreement, subject to any limitations contained in this Agreement. For the avoidance of doubt, any tax liability of the General Partner due to any BAC Holder’s

failure to pay federal income taxes shall be an expense for which the Partnership shall indemnify and reimburse the General Partner under Section 9.09 of this Agreement.

(b) Liability to be Allocated to BAC Holders for the Year Being Examined. Upon receipt of notice of any final partnership adjustment occurring under the procedures of the 2015 Act, the Partnership Representative may, without the Consent of the BAC Holders, cause the Partnership to timely elect to utilize the alternative procedure described in Section 6226 of the Code (as modified by the 2015 Act) to have each Partner or BAC Holder, as applicable, of the Partnership for the year which is under examination pay its applicable tax liability, and the Partnership Representative shall provide the U.S. Department of the Treasury and each affected BAC Holder with such information as required by such Section 6226 and any Treasury Regulations promulgated thereunder. Each BAC Holder agrees to cooperate with the Partnership in utilizing the procedures under Section 6226 of the Code, whether or not such person is a BAC Holder at the time of a final partnership adjustment.

3.       Except as specifically modified hereby, the Partnership Agreement shall remain in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Partnership Agreement are hereby ratified and confirmed in all respects.

4.       This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the General Partner and the Assignor Limited Partner have executed this First Amendment in accordance with Section 10.02(b) of the Partnership Agreement as of the date first written above.

BOSTON CAPITAL ASSOCIATES III L.P.

By:	BCA Associates Limited Partnership, its General Partner
By:	C&M Management, Inc., its General Partner
By:
	Name: John P. Manning
	Title:   President

BCTC III ASSIGNOR CORP.

By:
	Name: John P. Manning
	Title:   President