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• Escrow Agent shall,upon 30 days' advance written direction given to MCCF and Escrow Agent by a <br /> • Member requesting refund of Member Funds, pay to such Member from the Loan Fund all or any <br /> portion of the deposit balance of the Member in the Loan Fund in accordance with the request by the <br /> Member. <br /> • To provide MCCF with monthly reports and Members with annual reports. <br /> CONFLICTS OF INTEREST <br /> Northland Institute has entered into a Management and Service Agreement with MCCF and the Chief Executive <br /> Officer of Northland Institute, Scott Martin, also serves as the Manager/Chief Executive Officer of MCCF. Mr. <br /> Martin has a duty of loyalty to both organizations. In the event of a conflict, it will be incumbent upon Mr.Martin <br /> to bring such conflict to the attention of the respective Boards of Directors of the parties. The management and <br /> service agreement is believed to be as fair and equitable as to both MCCF and Northland Institute and the <br /> compensation payable pursuant to the agreement believed to approximate that which would be payable to unrelated <br /> third parties for similar services. <br /> INDEMNIFICATION <br /> Limitation of Director Liability and Indemnification <br /> The Minnesota Business Corporation Act requires that MCCF indemnify any director, officer or employee made or <br /> threatened to be made a party to a proceeding, by reason of the former or present official capacity of the person, <br /> against judgments, penalties,fines, settlements and reasonable expenses incurred in connection with the proceeding <br /> if certain statutory standards are met. "Proceedings" means a threatened, pending, or completed, civil, criminal, <br /> administrative, arbitration or investigative proceeding, including a derivative action in the name of MCCF. <br /> Reference is made to the detailed terms of the Minnesota Indemnification Statute (Minn. Stat. §302A.521), for a <br /> complete statement of such indemnification right. The bylaws of MCCF also require MCCF to provide <br /> • indemnification to the fullest extent of the Minnesota Indemnification Statute. <br /> HOW TO PARTICIPATE <br /> Offerees who wish to participate in this Participation should complete and sign the forms of"Signature Page to <br /> Participation Agreement" and"Signature Page to Loan Fund Escrow Agreement"which are delivered to the Offeree <br /> with this Prospectus. The completed Signature Page to Participation Agreement and Signature Page to Loan Fund <br /> Escrow Agreement,together with a certified check,bank money order,or other good funds payable to"Wells Fargo <br /> Bank Minnesota, N.A.Escrow Agent MCCF Loan Fund" should be delivered to the Minnesota Community Capital <br /> Fund at its business address as set forth in this Prospectus. See"Additional Information". <br /> Upon acceptance and the occurrence of the conditions precedent as set forth in this Prospectus, the Initial Closing <br /> will occur and following the Initial Closing, the Member will receive a copy of the Participation Agreement and <br /> Loan Fund Escrow Agreement that has been fully signed. <br /> ADDITIONAL INFORMATION <br /> Offerees are invited to ask questions and receive answers concerning the terms and conditions of this Participation <br /> and to obtain any additional information that is necessary to verify the accuracy of the information contained in this <br /> Prospectus. Please direct all requests to Scott Martin, Chief Executive Officer of MCCF, at the business offices of <br /> MCCF: <br /> Minnesota Community Capital Fund <br /> 13911 Ridgedale Drive, Suite 260 <br /> Minneapolis,MN 55305 <br /> 952-541-9674(phone) <br /> • 952-541-9684(fax) <br /> email:info@mncommunitycapitalfund.org <br /> 16 <br />