TRANSFER AGREEMENT
(Prior to Issuance of IRS Form 8609)

	WHEREAS, the Minnesota Housing Finance Agency (Minnesota Housing) issued an allocation of Housing Tax Credits (HTC) on      ,      , to       (Owner) in the amount of $      for a       unit rental housing development located on lands in the City of      , County of      , State of Minnesota, more particularly described in Exhibit A (legal description), hereto known as or to be known as       (the Development); and

	WHEREAS, the Owner desires to sell the real property and transfer the tax credit allocation to       (Transferee); and

	WHEREAS, the terms and conditions of such sale of real property have been agreed upon by Owner and Transferee in that certain purchase agreement dated      ,      ; and

	WHEREAS, the Transferee will own the Development for which a final allocation is requested at the time the Development is placed in service;

	NOW, THEREFORE, the parties agree to the following:

1.	The Owner agrees that all of the Owner's rights and obligations under the HTC Allocation are transferred to the Transferee and that the Owner has no further right to a credit allocation or a reservation of credit allocation.

2.	The Owner, for a good and valuable consideration the receipt of which and sufficiency of which is hereby acknowledged, does hereby release and forever discharge Minnesota Housing, its agents, successors, and assigns, for any and all claims, demands, damages, actions, causes of action, of any kind or nature whatsoever on account of any damages that may have been sustained, known or unknown, anticipated or unanticipated, which may have resulted as a result of the transfer of the credit allocation to the Transferee.

3.	The Transferee agrees to be deemed the "Owner" of the Development for purposes of all the terms, obligations, and conditions, past and present, of the HTC credit allocation.

4.	The Transferee agrees to be bound by all the terms, obligations, and conditions, past and present, of the HTC application and credit reservation.

5.	The Owner shall provide to Minnesota Housing not later than 10 days after the final closing between Owner and Transferee the following items:

A.	A copy of a recorded deed transferring the benefits and burdens of ownership of the Development to the Transferee.

B.	A written statement signed by the Owner under penalty of perjury that the Development has not been placed in service within the meaning of Section 42(d)(2)(B) of the Code if the transfer occurs prior to issuance of the 8609.

6.	Minnesota Housing consents to the transfer of the credit allocation, subject to the conditions of the Carryover Agreement for the Development, the applicable Minnesota Housing - Housing Tax Credit Qualified Allocation Plan and Section 42 of the Internal Revenue Code.

7.	This Transfer Agreement shall be effective upon receipt by Minnesota Housing of a $2,500 transfer of ownership fee and the date of its execution by a duly authorized representative of Minnesota Housing.

IN WITNESS WHEREOF, the parties have caused this Transfer Agreement to be signed by their respective duly authorized representative(s).

NAME: _______________________________________
OWNER
BY:	     
ITS:	     
DATE:	     

Subscribed and sworn to this      day
of      ,      .

_____________________________________
(SEAL)	Notary Public, State of Minnesota
	My commission expires:       

NAME: __________________________________________
	TRANSFEREE
BY:	     
ITS:	     
DATE:  __________________________________________

Subscribed and sworn to this       day
of      ,      .

_____________________________________
(SEAL)	Notary Public, State of Minnesota
	My commission expires:       

NAME:  Minnesota Housing Finance Agency

BY:  __________________________________________
	Mary Tingerthal 
ITS:	Commissioner

DATE:  __________________________________________
Subscribed and sworn to this       day
of      ,      .

_____________________________________
(SEAL)	Notary Public, State of Minnesota
	My commission expires: