[Letterhead of Firm]

INDEPENDENT AUDITOR’S REPORT

[Date]

Minnesota Housing Finance Agency
400 Wabasha Street North, Suite 400
St. Paul, MN 55102-1109

[Name of Ownership Entity]
[Address]

Re:	[Name and Location of Project
	[Minnesota Housing HTC #]

Dear Sir/Madam:

We have performed the procedures enumerated below, which were agreed to by the Minnesota Housing Finance Agency (Minnesota Housing) and [name of ownership entity] (Owner), the legal entity that received a reservation of low-income housing tax credits (HTCs) and is making an application for carryover for the above-referenced project (Project), related to the Owner’s compliance with meeting the 10% test in accordance with Section 42(H)(1)(E) of the Internal Revenue Code (IRC) and evaluating whether the Project qualifies for a carryover allocation (Carryover) of HTCs. These procedures were performed in accordance with Section 42(h)(1)(E) of the IRC and the implementing regulations set forth at 26 Code of Federal Regulations (CFR) Section 1.42-6. The Owner’s management is responsible for its compliance with those specified requirements. The sufficiency of these procedures is solely the responsibility of the specified parties. Consequently, we make no representation regarding the sufficiency of the procedures enumerated below either for the purpose for which this report has been requested or for any other purpose.

This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the specified users of the report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

The agreed upon procedures and findings are as follows:

1.	We obtained and read a copy of the Owner’s schedule of total development costs anticipated through the expected completion date of the Project. We compared this schedule to Column B of the Statement of Carryover – Comparison of Carryover Basis to Reasonably Expected Basis (Minnesota Housing form HTC 6A). We found them to be in agreement.

2.	We inspected or obtained copies of invoices and other supporting documentation for costs paid or incurred through the certification date. We relied upon invoice copies and other documentation of costs paid or incurred, together with inquiries of the partnership’s management, to substantiate the validity and timing of actual costs recorded.

	Where the costs include costs for purchase of building materials that have not been incorporated into the Project, we have satisfied ourselves that the documentation evidencing the purchase is properly accounted for as a completed sale.

	Where costs were incurred by affiliates of the Owner, we have satisfied ourselves that those costs are properly characterized as paid or incurred by the Owner (either by assumption, contribution or otherwise).

	Where the costs include an accrual of Project fees payable, we have satisfied ourselves that an agreement to pay the Project fees exists and that economic performance with respect to the services has occurred within the meaning of Section 461 of the IRC and 26 CFR Section 1.461-4(d).

	We compared these costs to Column A of Minnesota Housing form HTC 6A. We found them to be in agreement.

3.	We analyzed the adjustments made to the Total Project Costs (Line 89, Minnesota Housing form HTC 6A) to arrive at Carryover Basis (Column A, Minnesota Housing form HTC 6A) and Reasonably Expected Basis (Column B, Minnesota Housing form HTC 6A). We found the adjustments to be in accordance with Section 42(h)(1)(E) of the IRC and 26 CFR Section 1.42-6.

4.	We compared Carryover Basis (Line 96, Column A, Minnesota Housing form HTC 6A) to Reasonably Expected Basis (Line 97, Column B, Minnesota Housing form HTC 6A). We found Carryover Basis (Line 96, Column A, Minnesota Housing form HTC 6A) to be greater than 10% of Reasonably Expected Basis (Line 97, Column B, Minnesota Housing form HTC 6A).

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not perform an examination, the objective of which would be the expression of an opinion on management’s assertion. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We have no financial interest in the Owner other than in the practice of our profession.

This report is intended solely for the use of the Owner and Minnesota Housing and should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes.
     		     	
Name of Independent 		Signature 	
Accounting Firm			
     	     	     	
Printed Authorized Signatory	Title of Authorized Signatory	Date