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MCCF <br /> 1M IN NT SOr.A COMMUNITY <br /> CAPITAL FUND <br /> PROSPECTUS <br /> MEMBERSHIP AND LOAN FUND PARTICIPATION <br /> MINNESOTA COMMUNITY CAPITAL FUND <br /> a Minnesota Nonprofit Corporation <br /> Minnesota Community Capital Fund ("MCCF") is a Minnesota nonprofit corporation. MCCF has not commenced <br /> operations. <br /> MCCF has been formed for the purpose of developing, funding and operating a flexible self-sustaining development loan <br /> fund as a new development financing resource. This loan fund is designed to leverage millions of dollars in local revolving <br /> loan fund ("RLF") capital held by a variety of economic development organizations throughout Minnesota. It is intended <br /> that these economic development organizations will become Members of MCCF and pool RLF resources and other local <br /> funds ("Member Funds") in an escrow account maintained at a financial institution (the"Loan Fund"). The Member Funds <br /> deposited in the Loan Fund remain the assets of Members but are used by MCCF to provide initial funding of Development <br /> Loans made by MCCF. Member Funds on deposit in the Loan Fund are refundable to the Member three years after the <br /> deposit by the Member. The relationship between MCCF and its Members is described in a Participation Agreement,which • <br /> sets forth the terms of membership in MCCF and the obligations and rights of MCCF and its Members. MCCF,through the <br /> use of the Loan Fund, intends to provide its Members with professional fund management services, greater lending <br /> flexibility,and the capability of offering much larger loans than would be possible with limited existing local resources. <br /> MCCF hereby offers local government agencies, community development corporations, business organizations, <br /> development-orientated venture funds,public charity and private foundations which are involved in economic development <br /> activities within the State of Minnesota, and other organizations that have an interest in supporting the purposes of MCCF <br /> ("Offerees"),the opportunity to become Members of MCCF and participate in the Loan Fund as provided in the Participation <br /> Agreement(the"Participation"). <br /> The following table sets forth data with respect to this Participation: <br /> Membership Class Deposits In Loan Fund <br /> Class A $100,000 or more but not to exceed$250,000 <br /> Class B $50,000 or more but less than$100,000 <br /> Class C $25,000*or more but less than$50,000 <br /> *Minimum Loan Fund Deposit <br /> The aggregate minimum deposit to the Loan Fund is$2,500,000 and there is no limit upon the number of Members. <br /> THIS PARTICIPATION DOES NOT CONSTITUTE AN OFFERING OF A SECURITY UNDER FEDERAL LAW AND <br /> HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. <br /> THIS PARTICIPATION IS REQUIRED TO BE REGISTERED UNDER CHAPTER 80A OF THE LAWS OF THE <br /> STATE OF MINNESOTA AND MCCF HAS FILED WITH THE COMMISSIONER OF COMMERCE FOR <br /> REGISTRATION BY NOTIFICATION PURSUANT TO SECTION 80A.09 OF THE LAWS OF THE STATE OF <br /> MINNESOTA. <br /> THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE MINNESOTA DEPARTMENT <br /> OF COMMERCE NOR HAS THE DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS <br /> PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. <br /> Dated April 30,2002 <br />