Responsibility Financial Inclusion Invest's 2019: 29 July 2019

It is intended that the Issuer will invest in Eligible Underlying Loans, and the Issuer expects the Loan Portfolio to comprise of between 20 to 40 Underlying Loans.

Each Underlying Borrower shall use the proceeds of its Underlying Loan solely for the funding of its microfinance or small business lending programs (as defined in the Term Loan Agreement) in its country, or its affiliates’ microfinance or small business lending programs, which may include the funding of micro-loans, investments in staff, branches and other infrastructure to support its microfinance or small business lending programs.

Eligibility criteria (includes): it is denominated in and payable solely in an Approved Currency; it is in compliance with the Governing Law Requirements; it is a legal, valid and binding obligation of relevant Eligible Underlying Borrower; it has an initial principal balance of not less than the USD equivalent of 1mln; it has an interest margin which is fixed for the duration of the Underlying Loan; it is not a Delinquent Underlying Loan or Defaulted Underlying Loan; the Underlying Borrower is an MFI, SME Bank or is a holding company of an MFI or SME Bank.

The Issuer expects, within one calendar week following the Issue Date, to disburse at least 75% of the Net Funds Raised to fund Eligible Underlying Loans. The remainder of the Net Funds Raised are expected to be disbursed to fund Eligible Underlying Loans within six calendar weeks following the Issue Date. J.P. Morgan will be the initial purchaser.

It is expected that delivery of the Notes will be made on or about the Issue Date. 95% of the aggregate principal amount of the Class A Notes will be offered and sold directly to OPIC by the Issuer and 5% of the aggregate principal amount of each class of Notes (together, the Retention Notes) will be offered and sold directly to responsAbility Investments AG (the Retention Holder) by the Issuer in separate private transactions.

EU Risk Retention: The Retention Holder will undertake to acquire and hold the Retention Notes on the terms set out in the Master Framework Agreement and the Purchase Agreement.

US Risk Retention: The Retention Holder as "sponsor" under the U.S. Risk Retention Rules intends to satisfy the U.S. Risk Retention Rules by directly acquiring and retaining an eligible vertical interest equal to a minimum of 5% of the nominal value of each Class of Notes issued by the Issuer on the Issue Date.