6.0. EDSR 06-10-2002 - Laserfiche WebLink

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PROSPECTUS SUMMARY • The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Prospectus and incorporated or deemed to be incorporated by reference in this Prospectus, including, the exhibits attached to this Prospectus. Prospective Members should carefully consider the factors set forth under "Risk Factors"and are urged to read this Prospectus in its entirety. In General MCCF is a newly organized Minnesota non-profit corporation formed for purposes of developing and operating a flexible self-sustaining loan fund as a new development financing resource. This loan fund is designed to leverage millions of dollars in RLF capital held by a variety of economic development organizations throughout Minnesota. It is intended that these economic development organizations will become members of MCCF and pool RLF resources and other local funds ("Member Funds") in an escrow account maintained at a financial institution (the "Loan Fund"). The Member Funds in the Loan Fund remain the assets of Members, but are used by MCCF to provide initial funding of Development Loans made by MCCF. Member Funds on deposit in the Loan Fund are refundable to the Member three years after the first deposit by the Member. The relationship between MCCF and its Members is described in a Participation Agreement that sets forth the terms of membership of MCCF and the obligations and rights of MCCF and its Members. MCCF is assigned the right to receive all earnings and interest upon the Loan Fund. The principal amount of the Member Funds in the Loan Fund will be used solely for the purpose of initially funding a Development Loan made by MCCF. The Participation Agreement requires that prior to disbursement of Loan Funds to the borrower, MCCF shall receive confirmation that the secondary market Loan Purchaser has purchased the Development Loan made by MCCF and the purchase price of the Development Loan has been received via wire transfer by the Loan Fund. Reselling of all Development Loans made by MCCF to a Loan Purchaser assures that the Loan Fund will be self-sustaining. See"Business Plan". Corporate Information • MCCF was incorporated under the Minnesota Non-Profit Corporation Act on August 7, 2001 and its corporate office is located at 13911 Ridgedale Drive, Suite 260, Minneapolis, Minnesota 55305. See "Additional Information". Membership and Member Loan Origination In order to encourage communities and organizations of all sizes to become Members, MCCF has three classes of membership. The Members of MCCF have the authority to elect six of the nine directors of MCCF. Each of the three classes of Members has the right to elect two directors of MCCF. Members are entitled to one vote for each $1,000 deposit balance in the Loan Fund or contributed to MCCF for working capital. Members of MCCF have no other rights of governance with respect to MCCF and have no property rights in the assets of MCCF and no earnings of MCCF shall inure to the benefit or be distributed to Members. See"Membership". Each Member of MCCF is entitled to participate by originating Development Loans that will be initially funded by the Loan Fund.Participation includes the right to originate Development Loans of up to ten times the amount of the Member's deposit balance in the Loan Fund, or the amount of working capital contributed to MCCF. Members receive, at no cost, the services of the Loan Fund Manager, who will work closely with Members, prospective borrowers, and other lenders in analyzing and structuring transactions. Upon approval of originating Member and the MCCF loan committee, the Loan Fund Manager provides all services with respect to the Development Loan closing and negotiating the sale of the Development Loan to the Loan Purchaser. See "Summary of Participation Agreement"and"Business Plan". Use of Proceeds and Contribution to MCCF MCCF does not receive any proceeds of this offering. The Member Funds that are deposited in the Loan Fund remain funds of the Members that deposited such funds. All interest and earnings upon the Loan Fund are assigned by Members to MCCF by the Members pursuant to the Participation Agreement. The assignment of all Loan Fund • interest and earnings by a Member is a contribution to MCCF. See"Use of Proceeds." 2