2013-11-15T14:57:45-06:00 2012-12-31 135381590 BDO USA LLP 7101 WISCONSIN AVE SUITE 800 BETHESDA MD 208144827 990 2012-01-01 132535763 ACCION INTERNATIONAL ACCI 6176257080 56 ROLAND STREET NO 300 BOSTON MA 02129 LIVINGSTON PARSONS III 6176257080 2013-11-15 1 JOYCE M UNDERWOOD P00022361 3016544900 2012 2016-03-07 17:11:31Z MICHAEL SCHLEIN 56 ROLAND STREET NO 300 BOSTON MA 02129 70090322 0 X WWW.ACCION.ORG X 1965 NY TO ASSIST IN THE IMPROVEMENT OF SOCIAL, ECONOMIC, AND CULTURAL CONDITIONS IN THE WORLD. 14 14 151 15 0 0 7047083 9081595 5370935 7284874 3650739 26639181 -257987 128549 15810770 43134199 5306314 6595942 0 0 13983948 15886609 150799 112452 2973121 9777357 10449450 29218418 33044453 -13407648 10089746 325647440 326304960 8543862 15177823 317103578 311127137 X TO GIVE PEOPLE THE FINANCIAL TOOLS THEY NEED TO IMPROVE THEIR LIVES. 0 0 15260896 6592623 1290485 GLOBAL PROGRAMS AND MICROLENDING: ACCION IS AN INNOVATOR IN FINANCIAL ACCESS, DEVELOPING MANY OF THE BEST PRACTICES AND EMERGING STANDARDS IN THE INDUSTRY. IT PROVIDES A FULL RANGE OF MANAGEMENT SERVICES, INVESTMENT AND GOVERNANCE SUPPORT TO HELP FINANCIAL INSTITUTIONS TO BUILD INSTITUTIONAL CAPACITY, PROVIDE DIVERSIFIED HIGH-QUALITY FINANCIAL SERVICES AND PRODUCTS, BECOME FINANCIALLY SUSTAINABLE AND REACH MEANINGFUL SCALE. ACCION CURRENTLY PARTNERS WITH 30 MICROFINANCE INSTITUTIONS (MFIS) IN 23 COUNTRIES ON 4 CONTINENTS. AT THE END OF 2012, ACCION'S NETWORK OF PARTNER MFIS WAS SERVING 6.0 MILLION BORROWERS WITH AN ACTIVE LOAN PORTFOLIO OF $7.1 BILLION AND SAVINGS ACCOUNTS VALUED AT MORE THAN $3.4 BILLION. OF THOSE PARTNER INSTITUTIONS, TWO ONE IN INNER MONGOLIA, CHINA AND ONE IN MANAUS, BRAZIL - ARE OWNED AND OPERATED BY ACCION. SINCE FOUNDING THE TWO INSTITUTIONS, ACCION HAS INVESTED A TOTAL OF $17.3M IN THEM TO CREATE ECONOMIC OPPORTUNITY IN REGIONS THAT ARE UN- OR UNDER-SERVED BY FINANCIAL SERVICES. ACCION ALSO DEDICATES SIGNIFICANT RESOURCES TO INDUSTRY TRAINING. IN 2012, MORE THAN 3,800 MICROFINANCE PROFESSIONALS AROUND THE GLOBE WERE TRAINED THROUGH PROGRAMS DEVELOPED BY ITS TRAINING AND CAPACITY-BUILDING INITIATIVE. ACCION ALSO CONTINUES TO STRENGTHEN ITS PROGRAMS IN FINANCIAL LITERARY AND BUSINESS-SKILLS TRAINING FOR CLIENTS. SINCE THE INCEPTION OF OUR CLIENT-EDUCATION PROGRAMS IN THE LATE 1990S, WE HAVE HELPED TRAIN OVER THREE-QUARTERS OF A MILLION ENTREPRENEURS IN LATIN AMERICA. IN 2009, WE EXPANDED OUR CLIENT-EDUCATION PROGRAMS TO INDIA AND, BY THE CLOSE OF 2012, ACCION AND ITS PARTNERS HAD BROUGHT FINANCIAL LITERARY AND BUSINESS SKILLS TO MORE THAN 50,000 INDIAN WOMEN, IN FIVE SEPARATE LANGUAGES. 4334433 5325342 GLOBAL INVESTMENTS: ACCION PROVIDES EARLY-STAGE EQUITY, QUASI-EQUITY FINANCING AND LOAN GUARANTEES TO HELP MFIS BECOME INDEPENDENT OF DONOR FUNDS, BUILD THEIR CAPITAL BASE, ATTRACT DEPOSITS AND ATTAIN FINANCIAL LEVERAGE TO EXPAND THEIR REACH. ACCION ALSO EXTENDS STANDBY LETTERS OF CREDIT TO MICROFINANCE INSTITUTIONS THROUGH ITS GLOBAL BRIDGE FUND. TOGETHER, THESE FINANCING TOOLS PROVIDE CRITICALLY NEEDED CAPITAL FOR YOUNG INSTITUTIONS WORKING IN CHALLENGING MARKETS WHERE SUCH FUNDING IS TYPICALLY UNAVAILABLE. IN ADDITION, ACCION'S FRONTIER INVESTMENTS GROUP, FOUNDED IN 2008, MAKES EQUITY INVESTMENTS IN NON-MFI COMPANIES THAT PRODUCE TECHNOLOGIES, PRODUCTS AND SERVICES DESIGNED TO RADICALLY ENHANCE THE EFFICIENCY, REACH AND SCOPE OF PRODUCTS AND SERVICES FOR THE UNBANKED. SINCE ITS INCEPTION, FRONTIER HAS MADE INVESTMENTS IN NINE EARLY-STAGE COMPANIES THAT SERVE THE BASE OF THE ECONOMIC PYRAMID, FOR A TOTAL INVESTMENT OF $12.8M. IN 2012 ALONE, FRONTIER MADE EARLY-STAGE INVESTMENTS IN SUCH PROMISING YOUNG COMPANIES SUCH AS TIAXA, A MOBILE SERVICES PROVIDER IN CHILE THAT GIVES PREPAID PHONE USERS INSTANTANEOUS ACCESS TO 'NANOLOANS', AND IN SHUBHAM, WHICH OFFERS MORTGAGES FOR QUALITY, AFFORDABLE HOUSING TO LOW-INCOME CLIENTS IN INDIA. FRONTIER ALSO INVESTED IN 2012 IN ZOONA (FORMERLY MTZ) A MOBILE PAYMENTS BUSINESS IN ZAMBIA, ZIMBABWE AND MOZAMBIQUE THAT IS TRANSFORMING THE WAY PEOPLE AND ORGANIZATIONS TRANSACT BUSINESS BY REDUCING RELIANCE ON CASH. COMPLEMENTING FRONTIER INVESTMENTS GROUP IS ACCION'S VENTURE LAB, A NEW $10M SEED-STAGE IMPACT-INVESTMENT INITIATIVE. LAUNCHED IN EARLY 2012, VENTURE LAB IS ALSO DESIGNED TO SUPPORT START-UPS FOCUSED ON CREATING FINANCIAL PRODUCTS AND SERVICES TO EXPAND FINANCIAL INCLUSION FOR THE BASE OF PYRAMID, THOUGH START-UPS AT AN EARLIER, MORE CRITICAL STAGE, WHEN THEY ARE NORMALLY CONSIDERED 'PRE-INVESTABLE' WHEN A PRODUCT OR SERVICE IS READY TO TEST THE MARKET BUT HAS NOT YET PROVED ITS ABILITY TO GENERATE REVENUE. VENTURE LAB TYPICALLY MAKES INVESTMENTS OF $100,000 TO $500,000; IT CLOSED ITS FIRST INVESTMENT IN 2012, FOR $300,000, AND HAD CLOSED SIX MORE BY Q3 2013. 3566707 3320 671155 CENTER FOR FINANCIAL INCLUSION: ACCION LAUNCHED THE CENTER FOR FINANCIAL INCLUSION IN 2008 TO FOSTER CREATIVE SOLUTIONS THAT ADDRESS THE INDUSTRY'S KEY CHALLENGES. THE CENTER WORKS COLLABORATIVELY WITH MICROFINANCE INSTITUTIONS, INTERNATIONAL NETWORKS, REGULATORS, INVESTORS AND THE PRIVATE SECTOR TO DEVELOP IDEAS, RESEARCH, AND PUBLIC CAMPAIGNS DESIGNED TO BENEFIT THE INDUSTRY AND ITS CLIENTS. IN 2009 THE CENTER LAUNCHED THE SMART CAMPAIGN, A GLOBAL EFFORT TO FOSTER CONSUMER PROTECTION AND TO CERTIFY THOSE MFIS THAT INCORPORATE CLIENT-PROTECTION PRINCIPLES IN THEIR WORK. TO DATE, MORE THAN 3,800 SIGNATORIES, CONSISTING OF MICROFINANCE INSTITUTIONS, NETWORKS, ASSOCIATIONS, DONORS, INVESTORS, SUPPORTING ORGANIZATIONS AND INDIVIDUALS FROM MORE THAN 130 COUNTRIES, HAVE ENDORSED THE CAMPAIGN; THOSE INSTITUTIONS TODAY COLLECTIVELY SERVE OVER 65 MILLION MICROFINANCE CLIENTS. THE CENTER ALSO DIRECTS THE AMBITIOUS FINANCIAL INCLUSION 2020 INITIATIVE, A GLOBAL MOVEMENT DESIGNED TO MOBILIZE PUBLIC AND PRIVATE STAKEHOLDERS AROUND THE ACHIEVEMENT OF FULL FINANCIAL INCLUSION, USING THE YEAR 2020 AS A FOCAL POINT FOR ACTION. 1785296 EDUCATION AND COMMUNICATIONS: THE COMMUNICATIONS DEPARTMENT SUPPORTS ACCION'S STRATEGIC OBJECTIVES BY PROMOTING AWARENESS OF ACCION'S WORK AROUND THE GLOBE AND EDUCATING THE PUBLIC ABOUT ITS MISSION. 1785296 24947332 1 1 0 1 0 0 0 0 0 0 1 0 1 0 1 1 0 1 0 1 1 1 0 1 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 1 X 178 0 1 151 1 0 1 GH MP BR MX PM IN CH 0 0 0 0 0 0 0 0 X 14 14 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 AL AK AZ AR CA CT FL GA IL IN KS KY ME MD MA MI MN MS NH NJ NM NY OH OK OR PA RI SC TN VA WA WI X X LIVINGSTON PARSONS III CFO 6176257080 56 ROLAND STREET NO 300 BOSTON MA 02129 DIANA TAYLOR 0.50 X X 0 0 0 GUSTAVO HERRERO 0.50 X X 0 0 0 BARBARA LUCAS 0.50 X X 0 0 0 RUSSELL FAUCETT 0.50 X X 0 0 0 ANNE STETSON 0.50 X X 0 0 0 TITUS BRENNINKMEIJER 0.50 X X 0 0 0 HENRY MILLER 0.50 X X 0 0 0 THOMAS BARRY 0.50 X 0 0 0 NANCY BIRDSALL 0.50 X 0 0 0 AMY BUTTE 0.50 X 0 0 0 RICARDO HAUSMANN 0.50 X 0 0 0 JOSEPH HILL 0.50 X 0 0 0 TARA KENNEY 0.50 X 0 0 0 ROBERTO DANINO 0.50 X 0 0 0 JOHN HEIMANN 0.50 X 0 0 0 GABRIEL ROZMAN 0.50 X 0 0 0 MICHAEL SCHLEIN 35.00 X 438292 0 30147 ESTEBAN ALTSCHUL 35.00 X 452224 0 27477 LIVINGSTON PARSONS III 35.00 X 225430 0 38501 KEVIN SAUNDERS 35.00 X 112228 0 15347 ELLEN BAUER 35.00 X 50554 0 9946 DONELLA RAPIER 35.00 X 208508 0 22447 JOHN FISCHER 0.10 35.00 X 48162 886966 29291 CATHERINE QUENSE 35.00 X 456528 0 22308 ELIZABETH RHYNE 35.00 X 233924 0 17160 MARY CHAFFIN 35.00 X 233240 0 48737 BRIAN KUWIK 35.00 X 243218 0 22506 DIEGO GUZMAN 4.00 36.00 X 82960 141798 0 ENRIQUE FERRARO 0.00 35.00 X 0 1203897 29295 2785268 2232661 313162 32 1 1 0 MAYER BROWN LLP 2027 COLLECTION CTR DR CHICAGO IL 606930020 LEGAL SERVICES 183047 JOHANNES MANDORFF SCHLIEMANN STR 33 10437 BERLIN GM BUSINESS CONSULTING 159075 GRANT THORNTON LLP 33960 TREASURY CTR CHICAGO IL 606943900 AUDITING SERVICES 150532 HOGAN LOVELLS US LLP 555 13TH ST NW WASHINGTON DC 200041109 LEGAL SERVICES 138295 LAUTMAN MASKA NEIL & CO 1730 RHODE ISLAND AV NW 301 WASHINGTON DC 20036 DIRECT MAIL CONSULTING 131646 10 35452 53008 8993135 58941 9081595 DIVIDENDS INV MGMT 523920 5175100 5175100 CONTRACT REVENUE 541900 1341978 1341978 CONFERENCE FEES 900099 372641 372641 MEMBERSHIP FEES 541900 272201 272201 HONORARIUM,BD REP FEES 900099 122954 122954 7284874 3194834 3194834 2108 2108 159931 0 159931 159931 159931 50361470 26917123 23444347 23444347 23444347 5510 53008 39000 -33490 -33490 43134199 7286982 0 26765622 329635 329635 6266307 6266307 3583467 1947143 1368506 267818 10328222 7421126 1543283 1363813 418536 211403 119389 87744 794619 448625 189641 156353 761765 386072 244458 131235 1086558 1034654 51904 436170 285970 150200 2158 2158 112452 112452 220474 220474 2812810 2477177 170202 165431 505304 346755 15187 143362 759399 381246 186792 191361 290647 129561 96122 64964 1309674 606405 573905 129364 2013858 1769383 153040 91435 653219 637699 5668 9852 110188 106394 3794 117961 56394 44896 16671 105650 54084 36874 14692 25380 51299 -50335 24416 33044453 24947332 5124000 2973121 6118015 5570079 116842736 106444590 5358864 7020188 733083 1036950 4831934 2200671 113 113 785521 767126 1477795 1168868 371967 308927 7337082 7494309 183112132 195289130 155993 172877 325647440 326304960 2353334 2608853 233341 149778 5957187 6070086 0 6349106 8543862 15177823 X 308364377 302528679 8739201 8598458 317103578 311127137 325647440 326304960 X 10089746 -10667811 -5398376 X X 1 X 1 X 1 0 X 8187910 10402929 7407229 7047083 9081595 42126746 8187910 10402929 7407229 7047083 9081595 42126746 16491809 25634937 2902377 3125863 2523898 3703888 3354765 15610791 57737537 28249574 0.44400 0.49950 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 1 2158 0 0 0 0 0 2158 0 182486 145660 36826 622956 551825 71131 672353 471383 200970 308927 BANCO COMPARTAMOS 102611355 F OTHER PROGRAM RELATED INVESTMENTS 92677775 C 195289130 DEPOSIT FROM CO-INVESTOR IN PROGRAMMATIC INVESTMENT 6349106 6349106 X 29134043 -10667811 2027030 -5359375 -14000156 43134199 0 43134199 35110483 2027030 39000 2066030 33044453 0 33044453 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: ACCION ADOPTED THE PROVISIONS OF ASC 740, INCOME TAXES EFFECTIVE JANUARY 1, 2009. AS REQUIRED BY ASC 740-10, ACCION RECOGNIZES THE FINANCIAL STATEMENT BENEFIT OF A TAX POSITION ONLY AFTER DETERMINING THAT THE RELEVANT TAX AUTHORITY WOULD MORE LIKELY THAN NOT SUSTAIN THE POSITION FOLLOWING AN AUDIT. FOR TAX POSITIONS MEETING THE MORE LIKELY-THAN-NOT THRESHOLD, THE AMOUNT RECOGNIZED IN THE FINANCIAL STATEMENTS IS THE LARGEST BENEFIT THAT HAS A GREATER THAN 50 PERCENT LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT WITH THE RELEVANT TAX AUTHORITY. ACCION APPLIED ASC 740 TO ALL TAX POSITIONS FOR WHICH THE STATUTE OF LIMITATIONS REMAINED OPEN AND DETERMINED THESE WERE NO MATERIAL UNRECOGNIZED TAX POSITIONS AS OF THAT DATE. IN ADDITION, THERE HAVE BEEN NO MATERIAL CHANGES IN UNRECOGNIZED BENEFITS SINCE INCEPTION. MANAGEMENT BELIEVES THAT ITS TAX RETURNS FOR YEARS ENDING PRIOR TO DECEMBER 31, 2009 ARE NO LONGER SUBJECT TO EXAMINATION BY TAX AUTHORITIES IN ITS MAJOR TAX JURISDICTIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: EQUITY IN INCOME OF EQUITY INVESTMENTS -5,333,850. CURRENCY (GAIN) LOSS ON CONSOLIDATION -64,525. SPECIAL EVENTS COSTS INCLUDED IN INCOME 39,000. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENTS COSTS INCLUDED IN INCOME 39,000. 1 SUB-SAHARAN AFRICA 1 23 PROGRAM SERVICES MICROFINANCE-TECHNICAL ASSISTANCE AND EDUCATION 3108000 SUB-SAHARAN AFRICA PROGRAM INVESTMENTS 4138000 EAST ASIA AND THE PACIFIC 1 13 PROGRAM SERVICES MICROFINANCE-TECHNICAL ASSISTANCE AND EDUCATION 2845000 EAST ASIA AND THE PACIFIC PROGRAM INVESTMENTS 12986000 SOUTH ASIA 1 15 PROGRAM SERVICES MICROFINANCE-TECHNICAL ASSISTANCE AND EDUCATION 1426000 SOUTH ASIA PROGRAM INVESTMENTS 1526000 CENTRAL AMERICA AND THE CARIBBEAN 0 8 PROGRAM SERVICES MICROFINANCE-TECHNICAL ASSISTANCE AND EDUCATION 369000 CENTRAL AMERICA AND THE CARIBBEAN PROGRAM INVESTMENTS 18624000 SOUTH AMERICA 2 101 PROGRAM SERVICES MICROFINANCE-TECHNICAL ASSISTANCE AND EDUCATION 9245000 SOUTH AMERICA PROGRAM INVESTMENTS 44473000 NORTH AMERICA 0 1 PROGRAM SERVICES MICROFINANCE-TECHNICAL ASSISTANCE AND EDUCATION 844000 NORTH AMERICA PROGRAM INVESTMENTS 103516000 EUROPE 0 0 PROGRAM SERVICES MICROFINANCE-TECHNICAL ASSISTANCE AND EDUCATION 68000 EUROPE PROGRAM INVESTMENTS 1200000 3 59 2 102 5 161 45022000 159346000 204368000 SOUTH AMERICA FUNDING FIELD OPERATIONS 3452013 WIRE TRANSFER SOUTH ASIA FUNDING FIELD OPERATIONS 1345000 WIRE TRANSFER SOUTH AMERICA PROGRAM ASSISTANCE 933758 WIRE TRANSFER SOUTH AMERICA PROGRAM ASSISTANCE 532216 WIRE TRANSFER 4 0 1 0 1 0 0 0 PROCEDURE FOR MONITORING GRANTS OUTSIDE THE U.S.: SCHEDULE F, PART I, LINE 2: ACCION'S ACCOUNTING AND RESOURCE DEVELOPMENT DEPARTMENTS OVERSEE THE RECEIPT, DISTRIBUTION AND USE OF GRANT FUNDS, AND PROVIDE DONORS WITH DETAILED REPORTS BASED THEREON. X X X X X X X 1 M&R STRATEGIC SERVICES 1901 L STREET NW SUITE 800 WASHINGTON DC 20036 ONLINE FUNDRAISING COUNSEL 0 0 36252 -36252 LAUTMAN MASKA NEILL & COMPANY 1730 RHODE ISLAND AVENUE NW SUITE WASHINGTON DC 20036 DIRECT MAIL COUNSEL 0 0 76200 -76200 112452 -112452 AL AK AZ AR CA CO CT DC FL GA IL KS KY LA ME MD MA MI MN MS MO ND NH NJ NM NY NC OH OR PA RI SC TN VA WA WV WI GALA 31018 29008 2010 39000 MICROBIKE 27500 24000 3500 58518 53008 5510 39000 39000 -33490 1 ACCION EAST AND ONLINE 80 MAIDEN LANE SUITE 903 NEW YORK NY 10038 113317234 501(C)(3) 119135 PROGRAM ASSISTANCE ACCIONTHE US NETWORK 80 MAIDEN LANE SUITE 903 NEW YORK NY 10038 454127501 501(3)(C) PENDING 210500 PROGRAM ASSISTANCE 2 0 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: ACCION'S ACCOUNTING AND RESOURCE DEVELOPMENT DEPARTMENTS OVERSEE THE RECEIPT, DISTRIBUTION AND USE OF GRANT FUNDS, AND PROVIDE DONORS WITH DETAILED REPORTS BASED THEREON. X X X 1 1 X X X X X X 1 1 0 0 0 0 0 1 0 MICHAEL SCHLEIN 436620 0 0 0 1672 0 0 0 30147 0 468439 0 0 0 ESTEBAN ALTSCHUL 298123 0 0 0 154101 0 14579 0 12898 0 479701 0 0 0 LIVINGSTON PARSONS III 201473 0 0 0 23957 0 17160 0 21341 0 263931 0 0 0 DONELLA RAPIER 183879 0 0 0 24629 0 15526 0 6921 0 230955 0 0 0 JOHN FISCHER 46094 113671 0 767680 2068 5615 3142 7800 3058 15291 54362 910057 0 0 CATHERINE QUENSE 36492 0 0 0 420036 0 3959 0 18349 0 478836 0 0 0 ELIZABETH RHYNE 210600 0 0 0 23324 0 17160 0 0 0 251084 0 0 0 MARY CHAFFIN 208016 0 0 0 25224 0 17590 0 31147 0 281977 0 0 0 BRIAN KUWIK 156048 0 0 0 87170 0 7254 0 15252 0 265724 0 0 0 DIEGO GUZMAN 82960 141798 0 0 0 0 0 0 0 0 82960 141798 0 0 ENRIQUE FERRARO 0 133863 0 1041107 0 28927 0 8854 0 20441 0 1233192 0 0 PART I, LINE 1A HOUSING ALLOWANCE, TAX INDEMNIFICATION AND ONCE A YEAR HOME LEAVE FOR EMPLOYEES AND THE MEMBERS OF THEIR FAMILIES WERE PROVIDED TO ESTEBAN ALTSCHUL AND BRIAN KUWIK AS PART OF AN EXPATRIATE BENEFIT PACKAGE DURING THEIR TEMPORARY ASSIGNMENT TO A FOREIGN OFFICE. PART I, LINE 1B THESE EXPENSES ARE INCLUDED WITHIN THE TOTAL COMPENSATION REVIEW AND APPROVAL PROCESS. PART I, LINES 4A-B CATHERINE QUENSE RECEIVED SEVERANCE OF $135,353 AND A RETIREMENT BENEFIT OF $243,635 BASED UPON HER 28 YEARS OF SERVICE TO THE ORGANIZATION. PRIOR TO AWARDING THESE AMOUNTS, ACCION CONDUCTED ITS REASONABLE COMPENSATION REVIEW AND APPROVAL PROCESS AS DESCRIBED IN SCHEDULE O. PART I, LINE 7 UNDER THE TERMS OF MANAGEMENT AGREEMENT BETWEEN ACCION INVESTMENT MANAGEMENT COMPANY, LLC ("AIMCO" - A WHOLLY OWNED SUBISIDIARY OF ACCION INTERNATIONAL), AND ACCION INVESTMENTS IN MICROFINANCE, SPC ("AINV" - AN INVESTMENT FUND MANAGED BY AIMCO), AIMCO COULD EARN AN ANNUAL BONUS FROM AINV CONTINGENT UPON MEETING CERTAIN GOALS AND FINANCIAL CRITERIA. IN 2011 AND 2012, AIMCO MET THOSE GOALS AND WAS AWARDED THE ANNUAL BONUS BY AINV IN 2012. FROM THIS ANNUAL BONUS AWARD, AIMCO PROVIDED ENRIQUE FERRARO AND JOHN FISCHER A COMBINED ANNUAL INCENTIVE COMPENSATION AMOUNT OF $185,000. ADDITIONALLY, AIMCO WAS ELIGIBLE FOR A ONE TIME, END-OF-FUND BONUS UPON THE CLOSE OF THE AINV FUND CONTINGENT UPON MEETING CERTAIN GOALS AND FINANCIAL CRITERIA. OVER ITS HISTORY, THE AINV FUND EXPANDED FINANCIAL INCLUSION FOR MORE THAN 1 MILLION CLIENTS AT THE BASE OF THE PYRAMID IN COUNTRIES INCLUDING BOLIVIA, PERU, NICARAGUA, ECUADOR, NIGERIA, ETC. IN ADDITION, AINV REALIZED A 15.6% RATE OF RETURN, WHICH HAS HAD A CATALYTIC EFFECT ON ATTRACTING NEW SOURCES OF FUNDING INTO THE FIELD. THE FUND, LAUNCHED IN 2003, CLOSED IN 2012, AND AINV AWARDED AIMCO THE ONE TIME, END-OF-FUND BONUS. IN TOTAL, AINV AWARDED AIMCO $9,879,126.06. MOST OF THIS SPECIAL BONUS, NET OF TAX LIABILITIES (APPROXIMATELY $6,600,000), WAS DIVIDENDED UP TO ITS PARENT, ACCION, WHERE IT IS BEING USED TO FURTHER SUPPORT ACCION'S CHARITABLE MISSION. IN ADDITION, AIMCO AWARDED INCENTIVE COMPENSATION TO TWO AIMCO EMPLOYEES WHO HAD MANAGED THE FUND SINCE ITS INCEPTION IN 2003, ENRIQUE FERRARO AND JOHN FISCHER AS INDICATED IN COLUMN B(II) OF SCHEDULE J, PART II, TOTALING A COMBINED $1,623,787. THE INCENTIVE COMPENSATION AWARD WAS BASED UPON TEN YEARS OF FUND MANAGEMENT, WHICH RESULTED IN EXCEPTIONAL FUND PERFORMANCE, EFFECTIVE GOVERNANCE, THE FURTHER GROWTH OF THE MICROFINANCE INDUSTRY, AND THE ADVANCEMENT OF ACCION'S CHARITABLE MISSION. PRIOR TO AWARDING THESE AMOUNTS TO ENRIQUE FERRARO AND JOHN FISCHER, ACCION HIRED EXTERNAL LEGAL COUNSEL TO REVIEW ACCION'S CONTRACTUAL LEGAL OBLIGATIONS AS WELL AS AN EXPERT IN NON-PROFIT COMPENSATION TO INDEPENDENTLY CONDUCT A REASONABLENESS COMPENSATION REVIEW. THIS REVIEW WAS PROVIDED TO THE EXECUTIVE COMMITTEE OF ACCION'S BOARD OF DIRECTORS FOR ITS CONSIDERATION. AFTER REVIEWING THE DATA PROVIDED BY THE EXTERNAL LEGAL COUNSEL AND THE COMPENSATION EXPERT WHICH INDICATED COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS, THE EXECUTIVE COMMITTEE APPROVED ALL COMPENSATION AMOUNTS WHICH WERE PROVIDED TO ENRIQUE FERRARO AND JOHN FISCHER IN 2012. THESE PAYMENTS REPRESENT A ONE TIME OCCURENCE RELATED TO THE CLOSING OF AINV. X 9 52588 FMV X CATERED RECEPTION 6 6353 COST 0 1 0 FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE HAS BEEN DELEGATED AUTHORITY TO ACT ON BEHALF OF THE BOARD OF DIRECTORS SUBJECT TO SUBSEQUENT RATIFICATION BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 PRIOR TO THE FILING OF THE FORM 990, THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS RECEIVES THE FORM 990 FOR REVIEW AND APPROVAL. EACH MEMBER OF THE BOARD OF DIRECTORS SUBSEQUENTLY RECEIVES A COPY OF THE REVEIWED FORM 990 BEFORE ACCION FILES IT WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C ACCION INTERNATIONAL'S CONFLICT OF INTEREST POLICY REQUIRES ANNUAL DISCLOSURE OF ACTUAL OR POTENTIAL CONFLICTS OF INTEREST, INCLUDING ALL TRANSACTIONS, FINANCIAL INTERESTS, CONTRACTS, OR POSITIONS, CONDUCTED OR HELD BY THE OFFICER, DIRECTOR, OR KEY EMPLOYEE OR IMMEDIATE MEMBER OF HIS/HER FAMILY, WITH ANY BUSINESSES, CORPORATIONS, PARTNERSHIPS, PROPRIETORSHIPS THAT CARRY OUT ANY BUSINESS ACTIVITIES WITH ACCION INTERNATIONAL OR ANY OF ITS SUBSIDIARIES,INVESTEES, AFFILIATES OR OTHER PERSONS OR INSTITUTIONS IN ANY RELATED TO ACCION INTERNATIONAL. IN ADDITION TO THE ANNUAL DISCLOSURE REQUIREMENT, OFFICER, DIRECTORS, AND KEY EMPLOYEES MUST ALSO DISCLOSE ANY POTENTIAL OR REAL CONFLICT OF INTEREST AS THEY ARISE. EACH REAL OR POTENTIAL CONFLICT MUST BE EVALUATED BY INDEPENDENT, DISINTERESTED DIRECTORS SERVING ON THE "AUDIT AND COMPLIANCE" COMMITTEE OF THE BOARD OF DIRECTORS, AND IF A REAL OR POTENTIAL CONFLICT OF INTEREST IS DETERMINED TO EXIST, THAT CONFLICT SITUATION MUST BE DETERMINED TO BE FAIR AND REASONABLE TO THE CORPORATION AND THUS WAIVED BEFORE THE AFFECTED OFFICER, DIRECTOR, OR KEY EMPLOYEE MAY PROCEED. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR OFFICERS (INCLUDING THE CEO) AND KEY EMPLOYEES MUST BE APPROVED BY THE APPROPRIATE COMMITTEE OF THE BOARD OF DIRECTORS AFTER CONSIDERATION OF DATA PROVIDED BY THIRD PARTY EXPERTS WHICH INDICATES COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. THE BOARD COMMITTEE WILL MAINTAIN CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS FORM 990, PART VI, SECTION C, LINE 19 ACCION INTERNATIONAL'S AUDITED FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, AND CONFLICT OF INTEREST POLICY ARE AVAILABLE TO THE PUBLIC UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: EQUITY IN INCOME OF EQUITY INVESTMENTS -5,333,850. CURRENCY (GAIN) LOSS ON CONSOLIDATION -64,525. ROUNDING ADJUSTMENT -1. FINANCIAL STATEMENTS: FORM 990, PART XI, LINE 2B ACCION INTERNATIONAL'S FINANCIAL STATEMENTS ARE AUDITED AND PRESENTED ON A CONSOLIDATED BASIS, INCLUDING FOREIGN ENTITIES IN COLOMBIA, INDIA, CHINA, BRAZIL AND MAURITIUS. THE U.S. ORGANIZATION'S FINANCIALS AS REFLECTED FOR TAX PURPOSES ON A STAND-ALONE BASIS ARE NOT SEPARATELY AUDITED. OVERSIGHT OF AUDIT: FORM 990, PART XII, LINE 2C THERE WAS NO CHANGE IN THE AUDIT OVERSIGHT PROCESS FROM THE PRIOR YEAR. ACCION GATEWAY FUND LLC 56 ROLAND STREET SUITE 300 BOSTON MA 02129 PROGRAM RELATED INVESTMENT MA 3462616 165546965 N/A ACCION AFRICA ASIA INVESTMENT COMPANY IFS COURT TWENTYEIGHT CYBERCITY EBENE MP PROGRAM RELATED INVESTMENT MP -1003474 8692815 ACCION GATEWAY FUND LLC ACCION INVESTMENT IN MICROFINANCE NIGERIA INTERTRUST CORPORATE SRV 190 ELGIN GEORGE TOWN GRAND CAYMAN CJ KY1-9005 PROGRAM RELATED INVESTMENT CJ ACCION GATEWAY FUND LLC ACCION INVESTMENT IN MICROFINANCE CAMEROON INTERTRUST CORPORATE SRV 190 ELGIN GEORGE TOWN GRAND CAYMAN CJ KY1-9005 PROGRAM RELATED INVESTMENT CJ ACCION GATEWAY FUND LLC ACCION INVESTMENT IN MICROFINANCE GHANA INTERTRUST CORPORATE SRV 190 ELGIN GEORGE TOWN GRAND CAYMAN CJ KY1-9005 PROGRAM RELATED INVESTMENT CJ ACCION GATEWAY FUND LLC ACCION TECHNICAL ADVISORS INDIA NO 9/3 KAISER-E-HIND3RD FLOOR-RI BANGALORE IN 560025 TECHNICAL ASSISTANCE & EDUCATION RELATED TO MICROFINANCE IN SECTION 25 COMPANY N/A 1 FUNDACION CENTRO ACCION MICROEMPRESARIAL CARRERA 45 128B-41 CENTRO COMMERC BOGOTA D.C. CO TECHNICAL ASSISTANCE & EDUCATION RELATED TO MICROFINANCE CO FUNDATION N/A 1 CHIFENG CITY YUANBAOSHAN DISTRICT ACCION MICRO-CREDIT COMPANY LTD 9TH FL HONGXING BUILDING ZHAOWUDA CHIFENG HONGSHAN CH 24000 PROVISION OF FINANCIAL SERVICES TO MICROENTREPRENEURS CH ACCION GATEWAY LLC 589032 13440951 1.00000 0 ACCION (BEIJING) CONSULTATION SERVICES CO LTD ROOM 606 BLD 3 WANDA PLAZA NO93 BEIJING CHAOYANG CH TECHNICAL ASSISTANCE AND EDUCATION RELATED TO MICROFINANCE CH N/A -102656 64688 1.00000 0 ACCION MICROFINANCAS SOCIEDADE DE CREDITO AVENIDA DJALMA BATISTA 946-SALA 8 MANAUS AMAZONAS BR PROVISION OF FINANCIAL SERVICES TO MICROENTREPRENEURS BR ACCION GATEWAY LLC -2561729 3433556 0.73000 0 ACCION INVESTMENT MANAGEMENT CO LLC 56 ROLAND STREET SUITE 300 BOSTON MA 02129 043322187 INVESTMENT MANAGEMENT DE ACCION INTERNATIONAL C 5084969 5067213 1.00000 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 FUNDATION CENTRO ACCION MICROEMPRESARIAL B 3452013 FMV ACCION TECHNICAL ADVISORS INDIA B 1345000 FMV ACCION AFRICA ASIA INVESTMENT COMPANY B 6383407 FMV ACCION INVESTMENT MANAGEMENT CO LLC B 14500 FMV CHIFEN CITY YUANBAOSHAN DISTRICT ACCION MICRO-CREDIT COMPANY LTD B 7978953 FMV ACCION MICROFINANCAS SOCIEDADE DE CREDITO AO MICROEMPREENDEDOR E A EMPRESA B 2480657 FMV CHIFEN CITY YUANBAOSHAN DISTRICT ACCION MICRO-CREDIT COMPANY LTD D 2200000 FMV ACCION MICROFINANCAS SOCIEDADE DE CREDITO AO MICROEMPREENDEDOR E A EMPRESA D 1657498 FMV ACCION MICROFINANCAS SOCIEDADE DE CREDITO AO MICROEMPREENDEDOR E A EMPRESA D 1400000 FMV FUNDATION CENTRO ACCION MICROEMPRESARIAL D 510000 FMV ACCION MICROFINANCAS SOCIEDADE DE CREDITO AO MICROEMPREENDEDOR E A EMPRESA O 1843 FMV ACCION INVESTMENT MANAGEMENT CO LLC O 35052 FMV ACCION (BEIJING) CONSULTATION SERVICES CO LTD O 783019 FMV ACCION INVESTMENT MANAGEMENT CO LLC P 70639 FMV FUNDATION CENTRO ACCION MICROEMPRESARIAL P 13349 FMV ACCION MICROFINANCAS SOCIEDADE DE CREDITO AO MICROEMPREENDEDOR E A EMPRESA P 44301 FMV FUNDATION CENTRO ACCION MICROEMPRESARIAL P 8514 FMV CHIFEN CITY YUANBAOSHAN DISTRICT ACCION MICRO-CREDIT COMPANY LTD P 177923 FMV ACCION MICROFINANCAS SOCIEDADE DE CREDITO AO MICROEMPREENDEDOR E A EMPRESA P 31344 FMV NAME OF ORGANIZATION SCH R, PART IV, COLUMN A THE FULL NAME OF THE LAST ORGANIZATION LISTED ON SCHEDULE R, PART IV IS "ACCION MICROFINANCAS SOCIEDADE DE CREDITO AO MICROEMPREENDEDOR E A EMPRESA DE PEQUENO PORTE, SA".