GRAMEEN FOUNDATION USA

FINANCIAL STATEMENTS GRAMEEN FOUNDATION USA FOR THE YEARS ENDED

CONTENTS PAGE NO. INDEPENDENT AUDITORS' REPORT 2 EXHIBIT A - Statements of Financial Position, as of March 31, 2010 and 2009 3 EXHIBIT B - Statements of Activities and Changes in Net Assets, for the Years Ended March 31, 2010 and 2009 4 EXHIBIT C - Statement of Functional Expenses, for the Year Ended March 31, 2010 5 EXHIBIT D - Statement of Functional Expenses, for the Year Ended March 31, 2009 6 EXHIBIT E - Statements of Cash Flows, for the Years Ended March 31, 2010 and 2009 7 8-18 1

GELMAN, ROSENBERG & FREEDMAN CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' REPORT To the Board of Directors Grameen Foundation USA Washington, D.C. We have audited the accompanying statements of financial position of Grameen Foundation USA as of March 31, 2010 and 2009, and the related statements of activities and changes in net assets, functional expenses and cash flows for the years then ended. These financial statements are the responsibility of Grameen Foundation USA's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Grameen Foundation USA as of March 31, 2010 and 2009, and its changes in net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. July 22, 2010 4550 MONTGOMERY AVENUE SUITE 650 NORTH BETHESDA, MARYLAND 20814 (301) 951-9090 FAX (301) 951-3570 WWW.GRFCPA.COM MEMBER OF CPAMERICA INTERNATIONAL, AN AFFILIATE OF HORWATH INTERNATIONAL MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS' PRIVATE COMPANIES PRACTICE SECTION 2

EXHIBIT A GRAMEEN FOUNDATION USA STATEMENTS OF FINANCIAL POSITION AS OF ASSETS 2010 2009 CURRENT ASSETS Cash $ 19,610,711 $ 12,585,731 Restricted deposits (Note 9) - 363,058 Total cash and cash equivalents 19,610,711 12,948,789 Investments (Notes 2 and 14) 1,186,399 870,637 Loans receivable (Note 3) 1,967,203 1,761,988 Grants and contributions receivable (Note 5) 4,100,737 3,988,997 Other receivables and advances 385,684 362,204 Prepaid expenses 166,440 51,453 Total current assets 27,417,174 19,984,068 PROPERTY AND EQUIPMENT Furniture and equipment 303,056 303,056 Less: Accumulated depreciation (164,674) (140,009) Net property and equipment 138,382 163,047 OTHER ASSETS Loans receivable, net of current portion (Note 3) 2,724,934 3,280,555 Loans to program related investments (Note 4) 199,600 199,600 Program related investments (Notes 4 and 14) 1,153,447 1,133,420 Grants and contributions receivable, net of current portion (Note 5) 1,410,954 279,458 Deposits 99,508 100,058 Total other assets 5,588,443 4,993,091 TOTAL ASSETS $ 33,143,999 $ 25,140,206 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Notes payable, current portion (Note 6) $ 96,000 $ 48,000 Accounts payable and accrued expenses 1,201,093 897,423 Total current liabilities 1,297,093 945,423 NONCURRENT LIABILITIES Notes payable, net of current portion (Note 6) 48,000 144,000 Total liabilities 1,345,093 1,089,423 NET ASSETS Unrestricted 8,674,153 9,250,301 Temporarily restricted (Note 7) 23,124,753 14,800,482 Total net assets 31,798,906 24,050,783 TOTAL LIABILITIES AND NET ASSETS $ 33,143,999 $ 25,140,206 See accompanying notes to financial statements. 3

EXHIBIT B GRAMEEN FOUNDATION USA STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS FOR THE YEARS ENDED 2010 2009 SUPPORT AND REVENUE Unrestricted Temporarily Restricted Total Unrestricted Temporarily Restricted Total Contributions and grants $ 2,837,165 $ 19,834,916 $ 22,672,081 $ 2,665,689 $ 12,652,891 $ 15,318,580 Program revenues 1,230,453-1,230,453 1,938,367-1,938,367 Interest and investment income (loss) (Note 2) 382,458-382,458 (159,663) - (159,663) Loan interest 193,476-193,476 143,451-143,451 In-kind contributions (Note 10) 2,367,829-2,367,829 2,349,825-2,349,825 Net assets released from donor restrictions (Note 8) 11,451,655 (11,451,655) - 11,164,569 (11,164,569) - EXPENSES Total support and revenue 18,463,036 8,383,261 26,846,297 18,102,238 1,488,322 19,590,560 Program Services: Regional Programs 3,042,140-3,042,140 3,902,073-3,902,073 Microfinance 4,447,627-4,447,627 3,399,215-3,399,215 Technology 6,424,600-6,424,600 6,188,948-6,188,948 Public Education 1,118,279-1,118,279 928,354-928,354 Total program services 15,032,646-15,032,646 14,418,590-14,418,590 Supporting Services: Management and General 3,437,414-3,437,414 3,246,064-3,246,064 Fundraising 450,051-450,051 390,985-390,985 Total supporting services 3,887,465-3,887,465 3,637,049-3,637,049 Total expenses 18,920,111-18,920,111 18,055,639-18,055,639 Changes in net assets before other items (457,075) 8,383,261 7,926,186 46,599 1,488,322 1,534,921 OTHER ITEMS Allowances for uncollectible loans receivable and foreign exchange risk (129,487) 923,538 794,051 (590,048) (820,012) (1,410,060) Present value discount of loans receivable 10,414 16,013 26,427 24,134 79,359 103,493 Refund of unspent grant funds (Note 16) - (998,541) (998,541) - - - Changes in net assets (576,148) 8,324,271 7,748,123 (519,315) 747,669 228,354 Net assets at beginning of year 9,250,301 14,800,482 24,050,783 9,769,616 14,052,813 23,822,429 NET ASSETS AT END OF YEAR $ 8,674,153 $ 23,124,753 $ 31,798,906 $ 9,250,301 $ 14,800,482 $ 24,050,783 See accompanying notes to financial statements. 4

EXHIBIT C GRAMEEN FOUNDATION USA STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED MARCH 31, 2010 Program Services Supporting Services Regional Programs Microfinance Technology Public Education Total Program Services Management and General Fundraising Total Supporting Services Total Expenses Salaries $ 827,842 $ 1,889,138 $ 2,604,993 $ 361,156 $ 5,683,129 $ 1,962,896 $ 106,643 $ 2,069,539 $ 7,752,668 Benefits (Note 12) 164,110 351,723 595,310 64,011 1,175,154 363,981 26,536 390,517 1,565,671 Printing 14,491 4,537 11,937 6,537 37,502 1,964 7,046 9,010 46,512 Professional services 328,595 393,519 1,074,407 181,539 1,978,060 235,812 69,500 305,312 2,283,372 In-kind contributions (Note 10) 204,604 650,620 619,691 420,978 1,895,893 303,747 168,189 471,936 2,367,829 Occupancy (Note 11) 109,260 193,241 240,486 37,862 580,849 212,587 15,989 228,576 809,425 Depreciation 2,987 6,652 6,088 1,303 17,030 7,085 550 7,635 24,665 Telephone and fax 29,302 60,074 69,149 5,249 163,774 48,395 1,629 50,024 213,798 Travel and meetings 231,381 387,415 658,489 22,299 1,299,584 196,429 3,659 200,088 1,499,672 Postage and delivery 2,506 3,485 4,544 1,580 12,115 10,869 813 11,682 23,797 Publications 5,305 3,784 2,127 764 11,980 7,231 99 7,330 19,310 Advertising 4,101 3,151 6,764 285 14,301 1,661-1,661 15,962 Bank fees 3,632 165,587 2,464 31 171,714 6,668 42,619 49,287 221,001 Grants 1,077,926 275,652 263,266-1,616,844 - - - 1,616,844 Office supplies 5,063 5,202 16,991 865 28,121 5,728 240 5,968 34,089 Computer expenses 11,247 28,251 67,644 7,012 114,154 38,478 606 39,084 153,238 Vehicles and equipment 10,188 11,405 156,218 2,181 179,992 12,328 921 13,249 193,241 Other 9,600 14,191 24,032 4,627 52,450 21,555 5,012 26,567 79,017 TOTAL $ 3,042,140 $ 4,447,627 $ 6,424,600 $ 1,118,279 $ 15,032,646 $ 3,437,414 $ 450,051 $ 3,887,465 $ 18,920,111 See accompanying notes to financial statements. 5

EXHIBIT D GRAMEEN FOUNDATION USA STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED MARCH 31, 2009 Program Services Supporting Services Regional Programs Microfinance Technology Public Education Total Program Services Management and General Fundraising Total Supporting Services Total Expenses Salaries $ 1,285,619 $ 1,663,755 $ 2,843,347 $ 353,610 $ 6,146,331 $ 1,266,339 $ 79,326 $ 1,345,665 $ 7,491,996 Benefits (Note 12) 234,728 289,047 500,924 62,202 1,086,901 228,483 13,482 241,965 1,328,866 Printing 2,566 6,320 15,022 41,007 64,915 5,483 8,271 13,754 78,669 Professional services 648,873 227,082 1,286,792 37,191 2,199,938 235,950 23,803 259,753 2,459,691 In-kind contributions (Note 10) 149,588 321,632 514,720 227,866 1,213,806 986,370 149,649 1,136,019 2,349,825 Occupancy (Note 11) 142,160 162,900 156,470 37,911 499,441 182,180 8,505 190,685 690,126 Depreciation 5,045 6,716 6,257 1,563 19,581 7,510 351 7,861 27,442 Telephone and fax 36,279 44,984 61,007 5,749 148,019 35,229 8,536 43,765 191,784 Travel and meetings 392,156 291,448 646,728 72,443 1,402,775 154,863 39,830 194,693 1,597,468 Postage and delivery 9,853 7,493 7,810 13,607 38,763 12,990 11,238 24,228 62,991 Publications 3,709 4,315 2,331 660 11,015 16,333 41 16,374 27,389 Advertising 120-2,324 3,637 6,081 6,153-6,153 12,234 Bank fees 7,795 234,012 3,254 234 245,295 11,851 35,748 47,599 292,894 Grants 934,914 89,064 45,093 20,000 1,089,071 - - - 1,089,071 Office supplies 2,097 1,688 9,589 374 13,748 4,767 195 4,962 18,710 Computer expenses 11,297 15,710 45,970 4,423 77,400 42,038 5,714 47,752 125,152 Vehicles and equipment 757 265 2,787-3,809 1,025-1,025 4,834 Other 34,517 32,784 38,523 45,877 151,701 48,500 6,296 54,796 206,497 TOTAL $ 3,902,073 $ 3,399,215 $ 6,188,948 $ 928,354 $ 14,418,590 $ 3,246,064 $ 390,985 $ 3,637,049 $ 18,055,639 See accompanying notes to financial statements. 6

EXHIBIT E GRAMEEN FOUNDATION USA STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED CASH FLOWS FROM OPERATING ACTIVITIES 2010 2009 Changes in net assets $ 7,748,123 $ 228,354 Adjustments to reconcile changes in net assets to net cash provided by operating activities: Depreciation 24,665 27,442 Donated investments (32,737) (1,069,855) Unrealized (gain) loss on investments (268,336) 475,461 Realized loss on sales of investments 1,114 5,361 Discount on grants and contributions receivable (11,496) (32,823) Allowances for uncollectible loans receivable and foreign exchange risk (794,051) 1,410,060 Present value discount of loans receivable (26,427) (103,493) Forgiveness of note payable liability - (192,000) Impairment of program related investments 250,000 - Recognition of program related investments (270,027) - (Increase) decrease in: Grants and contributions receivable (1,231,740) 1,527,728 Other receivables and advances (23,480) (26,447) Prepaid expenses (114,987) 62,345 Deposits 550 3,709 Increase (decrease) in: Accounts payable and accrued expenses 303,670 131,797 Net cash provided by operating activities 5,554,841 2,447,639 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of furniture and equipment - (17,861) Proceeds from sales of investments 31,623 1,074,941 Reinvestments/purchases of investments (47,426) (92,714) Net cash provided (used) by investing activities (15,803) 964,366 CASH FLOWS FROM FINANCING ACTIVITIES Loans provided to local partners (1,031,480) (1,750,407) Loan repayments from local partners 2,202,364 1,522,755 Cash paid for program related investments - (250,000) Payments on notes payable (48,000) - Net cash provided (used) by financing activities 1,122,884 (477,652) Net increase in and cash equivalents 6,661,922 2,934,353 Cash and cash equivalents at beginning of year 12,948,789 10,014,436 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 19,610,711 $ 12,948,789 See accompanying notes to financial statements. 7

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION Organization - Grameen Foundation USA is a non-profit organization that was created to collaborate with public and private institutions to achieve the long-term goal of eliminating poverty throughout the world. Basis of presentation - The accompanying financial statements are presented on the accrual basis of accounting, and in accordance with FASB ASC 958, Not-for-Profit Entities. Recently issued accounting standards - In June 2009, the Financial Accounting Standards Board (FASB) issued FASB ASC 105, Generally Accepted Accounting Principles, which establishes the FASB Accounting Standards Codification as the sole source of authoritative generally accepted accounting principles. Pursuant to the provisions of FASB ASC 105, Grameen Foundation USA has updated references to GAAP in its financial statements issued for the year ended March 31, 2010. The adoption of FASB ASC 105 did not impact Grameen Foundation USA s financial position or results of operations. Cash and cash equivalents - Grameen Foundation USA considers all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents. At times, Grameen Foundation USA maintains cash balances at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) limits. Management believes the risk in these situations to be minimal. At March 31, 2010, Grameen Foundation USA had approximately $19,000 of cash and cash equivalents held at financial institutions in foreign countries to support operations in those countries. The majority of funds invested in foreign countries is uninsured. Investments - Investments are recorded at their readily determinable fair value. Realized and unrealized gains and losses are included in investment income in the Statements of Activities and Changes in Net Assets. Receivables - All amounts receivable approximate fair value. Management considers all amounts from grants, contributions, and other receivables to be fully collectible. Accordingly, an allowance for doubtful accounts has not been established. The allowance for doubtful accounts for loans receivable is determined based upon a quarterly review of account balances, including the age of the balance, the historical experience with the customer and the risk of the institution and country. 8

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION (Continued) Property and equipment - Property and equipment with an acquisition value of $2,500 or more are stated at cost. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the related assets, generally three to ten years. Leasehold improvements are recorded at cost and are amortized over the life of the lease. The cost of maintenance and repairs is recorded as expenses are incurred. Income taxes - Grameen Foundation USA is exempt from Federal income taxes under Section 501(c)(3) of the Internal Revenue Code. Accordingly, no provision for income taxes has been made in the accompanying financial statements. Grameen Foundation USA is not a private foundation. Uncertain tax positions - In June 2006, the Financial Accounting Standards Board (FASB) released FASB ASC 740-10, Income Taxes, that provides guidance for reporting uncertainty in income taxes. For the year ended March 31, 2010, Grameen Foundation USA has documented its consideration of FASB ASC 740-10 and determined that no material uncertain tax positions qualify for either recognition or disclosure in the financial statements. Net asset classification - The net assets are reported in two self-balancing groups as follows: Unrestricted net assets include unrestricted revenue and contributions received without donor-imposed restrictions. These net assets are available for the operation of Grameen Foundation USA and include both internally designated and undesignated resources. Temporarily restricted net assets include revenue and contributions subject to donorimposed stipulations that will be met by the actions of Grameen Foundation USA and/or the passage of time. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Statements of Activities and Changes in Net Assets as net assets released from restrictions. Contributions and grants - Contributions and grants are recorded as revenue in the year notification is received from the donor. Contributions and grants are recognized as unrestricted support only to the extent of actual expenses incurred in compliance with the donor-imposed restrictions and satisfaction of time restrictions. Contributions and grants received in excess of expenses incurred are shown as temporarily restricted net assets in the accompanying financial statements. 9

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION (Continued) In-kind contributions - Grameen Foundation USA receives and recognizes contributed services and gifts in-kind from various sources. During the years ended March 31, 2010 and 2009, Grameen Foundation USA received contributed services and gifts in-kind, at fair value, in the amount of $2,367,829 and $2,349,825, respectively, for software development, advertising, legal and financial services, and human capital management. Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Functional allocation of expenses - The costs of providing the various programs and other activities have been summarized on a functional basis in the Statements of Activities and Changes in Net Assets. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Reclassification - Certain amounts in the prior year's financial statements have been reclassified to conform to the current year's presentation. These reclassifications had no effect on the previously reported changes in net assets. Risks and uncertainties - Grameen Foundation USA invests in various investment securities. Investment securities are exposed to various risks such as interest rates, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. Fair value measurements - Grameen Foundation USA adopted the provisions of FASB ASC 820, Fair Value Measurements and Disclosures. FASB ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs (assumptions that market participants would use in pricing assets and liabilities, including assumptions about risk) used to measure fair value, and enhances disclosure requirements for fair value measurements. Grameen Foundation USA accounts for a significant portion of its financial instruments at fair value or considers fair value in their measurement. 10

2. INVESTMENTS Investments consisted of the following at March 31, 2010 and 2009: 2010 2009 Cost Market Value Cost Market Value Mutual Funds $1,340,964 $ 1,186,399 $1,293,538 $ 870,637 Included in interest and investment income (loss) in the Statements of Activities and Changes in Net Assets are the following: 2010 2009 Interest and dividends (from cash and investments accounts) $ 115,236 $ 321,159 Unrealized gain (loss) on investments 268,336 (475,461) Realized loss on sales of investments (1,114) (5,361) TOTAL INTEREST AND INVESTMENT INCOME (LOSS) $ 382,458 $ (159,663) 3. LOANS RECEIVABLE Grameen Foundation USA provides loans to microfinance institutions serving the world's poorest in regions of the world that traditionally have been underserved. These loans, the majority of which bear interest between two and twelve percent (certain loans are non-interest bearing), mature at various times over the next eight years and are disbursed and repaid in either U.S. Dollars or the local currency of the respective country. As of March 31, 2010 and 2009, all loans receivable are stated in U.S. Dollars (or translated into U.S. Dollars from foreign currency where applicable). All loans are reserved based on expected delinquency and exchange rate devaluation. Non-interest bearing loans are further discounted to their current present value using the three-month LIBOR interest rate of 0.268% and 1.192% as of March 31, 2010 and 2009, respectively. The following is a schedule of loans receivable, by fiscal year of estimated repayment, as of March 31, 2010 and 2009: Year Ended March 31, 2010 2009 2010 $ - $ 2,307,590 2011 2,340,967 2,194,961 2012 1,557,767 1,165,571 2013 1,133,874 724,962 2014 389,432 260,638 2015 27,500 57,500 Thereafter 10,000-5,459,540 6,711,222 Less: Current maturities, net of current allowance (1,967,203) (1,761,988) Less: Allowance for uncollectible loans (current portion) (373,764) (545,602) Less: Allowance for uncollectible loans (noncurrent portion) (390,672) (1,105,179) Less: Present value discount (0.268% and 1.192%) (2,967) (17,898) TOTAL NONCURRENT LOANS RECEIVABLE $ 2,724,934 $ 3,280,555 11

4. PROGRAM RELATED INVESTMENTS Grameen Foundation USA has made certain program related investments in an effort to further the impact of its programmatic activities. All investments are stated at the lesser of cost or market value and consist of the following at March 31, 2010 and 2009: Equity 2010 2009 Grameen - Jameel Pan-Arab Microfinance Ltd $ 5,000 $ 5,000 Grameen Capital India Ltd 628,420 628,420 Blue Orchard Microfinance Securities I (BOMSI) 250,000 250,000 Kashf Holdings (Pvt.) Limited 250,000 250,000 Cashpor Financial and Technical Services 250,027 - Drishtee Dot Com Ltd. 20,000-1,403,447 1,133,420 Less: Allowance for impairment of BOMSI (250,000) - $ 1,153,447 $ 1,133,420 Loan Village Phone Rwanda SARL $ 199,600 $ 199,600 5. GRANTS AND CONTRIBUTIONS RECEIVABLE Grants and contributions receivable reflect commitments made to Grameen Foundation USA by individuals and foundations. Grants and contributions for which payments are to be received in future years have been discounted to their present value using the LIBOR interest rate at the original commitment date. The following is a summary of grants and contributions receivable, by years, as of March 31, 2010 and 2009: Year Ended March 31, 2010 2009 2010 $ - $ 3,988,997 2011 4,100,737 200,000 2012 1,420,000 100,000 5,520,737 4,288,997 Less: Current maturities (4,100,737) (3,988,997) Less: Present value discount (9,046) (20,542) TOTAL NONCURRENT GRANTS AND CONTRIBUTIONS RECEIVABLE $ 1,410,954 $ 279,458 12

6. NOTES PAYABLE On October 31, 2006, Grameen Foundation USA entered into an agreement to borrow $384,000 from Deutsche Bank Americas Foundation, a New York not-for-profit corporation. The purpose of the note is to provide microfinance capital to communities that have endured physical and economic devastation as a result of the December 2004 Tsunami in Southeast Asia. Repayment on the note to Deutsche Bank Americas Foundation is contingent upon repayment of sub-loans made under the agreement. Due to a default on one sub-loan in 2008, Grameen Foundation USA made the determination that the likelihood of repayment on that sub-loan was remote. Grameen Foundation USA wrote-off the sub-loan receivable in the amount of $192,000 and the associated portion of the loan payable in the amount of $192,000. To the extent that the subloan is repaid, Grameen Foundation USA is liable to remit that amount to Deutsche Bank Americas Foundation. As of March 31, 2010 and 2009, the total balance due under this agreement aggregated $144,000 and $192,000, respectively. 7. TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets consisted of the following at March 31, 2010 and 2009: 2010 2009 Regional Programs $ 996,908 $ 3,579,880 Microfinance 9,645,226 2,387,182 Technology 8,245,323 5,498,269 Public Education 413,600 71,651 19,301,057 11,536,982 Restricted micro-credit loans 3,823,696 3,263,500 $23,124,753 $14,800,482 8. NET ASSETS RELEASED FROM RESTRICTIONS The following temporarily restricted net assets were released from donor restrictions by incurring expenses and through partner financing, thus satisfying the restricted purposes specified by the donors: 2010 2009 Regional Programs $ 1,999,222 $ 4,491,164 Microfinance 2,980,239 2,039,511 Technology 6,038,093 4,226,882 Public Education 434,101 107,012 11,451,655 10,864,569 Partner financing through issuance of loans, cashbacked SBLCs, and equity investments - 300,000 $ 11,451,655 $ 11,164,569 13

9. RESTRICTED DEPOSITS Restricted deposits consisted of funds on deposit with Citibank, which were in place to guarantee loans, resulting in an increase in Grameen Foundation USA's micro-credit lending activities. During the year ended March 31, 2010, the guarantees expired, reducing the restricted deposits balance. As of March 31, 2010 and 2009, the net balance of the restricted deposits totaled $0 and $363,058 (net of allowance of $157,800), respectively. 10. IN-KIND CONTRIBUTIONS During the years ended March 31, 2010 and 2009, Grameen Foundation USA was the beneficiary of donated services, which allow Grameen Foundation USA to provide greater resources towards various programs. To properly reflect total program expenses, the following donations have been included in revenue and expense for the years ended March 31, 2010 and 2009. 2010 2009 Software development $ 220,130 $ 321,638 Advertising 315,410 280,642 Legal services 877,052 1,252,082 Professional services 955,237 495,463 $ 2,367,829 $ 2,349,825 11. LEASE COMMITMENTS Grameen Foundation USA leases office space in Seattle, Washington under a lease agreement which terminates on December 31, 2020. Included in the lease is a requirement to pay the landlord for monthly expense reimbursements, which is adjusted annually on a pro-rata basis. Grameen Foundation USA leases office space for its Washington, D.C. office under a four-year sub-lease agreement that began on December 1, 2006 and expires on November 30, 2010. Included in the lease is a requirement to pay the landlord for operating expenses and real estate tax reimbursements on a pro-rata basis. In addition, the lease requires an annual escalation not to exceed 4.5% of the previous year's base rent. On May 19, 2010, Grameen Foundation USA entered into a lease for new office space in Washington, D.C. The lease commences on September 1, 2010 and expires on July 31, 2021. Included in the lease is a requirement to pay the landlord for operating expenses and real estate tax reimbursements on a pro-rata basis. In addition, the lease requires an annual escalation not to exceed 2.5% of the previous year s base rent. Grameen Foundation USA has the right to terminate the lease at any time after the last day of the fifth lease year. Grameen Foundation USA leases office space in the Philippines under a two-year sublease agreement that began on November 1, 2009 and expires on October 31, 2011. Included in the sublease is a provision to pay for a portion of the association dues and utilities on a monthly basis. 14

11. LEASE COMMITMENTS (Continued) Grameen Foundation USA leases office space in Hong Kong on a monthly basis and pays a monthly management fee. While Grameen Foundation USA may terminate this lease at any time with three months notice, the organization anticipates using the space at least until March 31, 2011. Grameen Foundation USA leases office space in Ghana under a two-year lease agreement that began on October 1, 2009 and expires on September 30, 2011. All rents were prepaid at the time of lease execution. Grameen Foundation USA has also entered into a sublease agreement with an unrelated organization. The sublease commenced on February 22, 2007, and based on the current amendment, is on a month-to-month basis. Estimated sublease income during the year ended March 31, 2011 is $2,716. Sublease income during the years ended March 31, 2010 and 2009 totaled $9,370 and $8,513, respectively. Future minimum lease payments required under these leases (net of expected sublease income) are as follows: Year Ended March 31, 2011 $ 503,338 2012 527,953 2013 727,631 2014 745,314 2015 763,358 Thereafter 5,270,642 $8,538,236 Total rent expense including operating and renovation expenses and net of sublease income, totaled $809,425 and $690,126 for the years ended March 31, 2010 and 2009, respectively. 12. PENSION PLAN Grameen Foundation USA maintains a contributory defined contribution plan under Section 401(k) of the Internal Revenue Code for all eligible employees. The Board of Directors determines the employer contributions. Currently, Grameen Foundation USA contributes 50% of each employee's contribution, up to 3% of each employee's salary. During the years ended March 31, 2010 and 2009, pension expense totaled $102,752 and $72,489, respectively. 13. GROWTH GUARANTEE PROGRAM The Growth Guarantees program is a $60 million financing program for microfinance institutions (MFI) whereby guarantees, in the form of a Citibank Standby Letter of Credit (SBLC), are leveraged at the local level through a variety of local financings including, among others, direct loans, securitizations, the agency or partnership model, bond issues and private placements. The Growth Guarantees program aims to increase local currency financing options for MFI's to expand outreach to micro-entrepreneurs, particularly women, thereby maximizing impact on poor women and their families. 15

13. GROWTH GUARANTEE PROGRAM (Continued) Under the terms of the program, Grameen Foundation USA provides U.S. dollar guarantees (underwritten by certain Grameen Foundation USA donors) in the form of irrevocable standby letters of credit (SBLC) issued by Citibank in the U.S. for terms up to five years. In the event of default, Grameen Foundation USA would be responsible for reimbursing Citibank for up to 30 days of interest (until the guarantees from Grameen Foundation USA donors are honored), not to exceed $400,000 over the life of the program. As of March 31, 2010 and 2009, there was no liability under this program, and accordingly, there is no financial impact on the accompanying financial statements. 14. FAIR VALUE MEASUREMENTS In accordance with FASB ASC 820, Fair Value Measurements and Disclosures, Grameen Foundation USA has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Investments recorded in the Statements of Financial Position are categorized based on the inputs to valuation techniques as follows: Level 1. These are investments where values are based on unadjusted quoted prices for identical assets in an active market Grameen Foundation USA has the ability to access. Level 2. These are investments where values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full-term of the investments. Level 3. These are investments where values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect assumptions of management about assumptions market participants would use in pricing the investments. These investments include non-readily marketable securities that do not have an active market. Financial assets recorded in the Statements of Financial Position are categorized based on the inputs to the valuation technique as follows for the years ended March 31, 2010: 2010 Level 1 Level 2 Level 3 Total Asset Category: Investments $ 1,186,399 $ - $ - $ 1,186,399 Program Related Investments - - 1,153,447 1,153,447 TOTAL $ 1,186,399 $ - $ 1,153,447 $ 2,339,846 16

14. FAIR VALUE MEASUREMENTS (Continued) Financial assets recorded in the Statements of Financial Position are categorized based on the inputs to the valuation technique as follows for the years ended March 31, 2009: 2009 Level 1 Level 2 Level 3 Total Asset Category: Investments $ 870,637 $ - $ - $ 870,637 Program Related Investments - - 1,133,420 1,133,420 TOTAL $ 870,637 $ - $ 1,133,420 $ 2,004,057 Level 3 Financial Assets The following table provides a summary of changes in fair value of Grameen Foundation USA's financial assets for the years ended March 31, 2010 and 2009: Program Related Investments Beginning balance as of April 1, 2009 $ 1,133,420 Recognition of program related investments 270,027 Allowance for impairment of program related investments (250,000) BALANCE AS OF MARCH 31, 2010 $ 1,153,447 Program Related Investments Beginning balance as of April 1, 2008 $ 883,420 Recognition of program related investments 250,000 BALANCE AS OF MARCH 31, 2009 $ 1,133,420 15. RELATED PARTY TRANSACTIONS During the year ended March 31, 2010, Grameen Foundation USA received several payments from Grameen-Jameel Pan-Arab Microfinance Ltd., a joint-venture providing microfinance services in the Middle East in which Grameen Foundation USA owns 50%. The transactions totaled $200,000 under a Management and Technical Assistance Agreement (M&TA), $107,775 under a Secondment Agreement, and $83,471 under other arms-length agreements for technical services. 17

15. RELATED PARTY TRANSACTIONS (Continued)) Of these amounts, $87,522 was outstanding as a receivable as of March 31, 2010. Grameen Foundation USA also provided a grant of $100,832 to Grameen-Jameel to be used in support of a microfinance institution in Yemen. This grant was reviewed and approved by the Board of Directors. Alex Counts, the President and CEO of Grameen Foundation USA, sits on the Board of two organizations with which Grameen Foundation USA had transactions in the year ended March 31, 2010. Grameen Foundation USA provided two grants totaling $60,000 to Fonkoze USA in furtherance of that organization's mission of reducing poverty and disaster relief in Haiti. Grameen Foundation USA provided two grants totaling $18,000 to Project Enterprise to support microfinance services in New York City. All grants were reviewed and approved by the Audit Committee and disclosed to the full Board. In addition, Fonkoze USA sub-leases space from Grameen Foundation USA at a cost of $543 per month. This agreement was reviewed and approved by the Audit Committee. 16. REFUND OF UNSPENT GRANT FUNDS Grameen Foundation USA entered into an $4.4m agreement with a donor to reduce poverty in the tsunami-affected regions of Indonesia through microfinance. Part way through the project, Grameen Foundation USA determined that local conditions had changed such that the organization could not responsibly spend the full amount of grant funds within the mission of the organization and the terms of the grant agreement. Grameen Foundation USA and the donor agreed that $998,541 of un-disbursed funds should be retained by the donor for use on other charitable projects. 17. SUBSEQUENT EVENTS In preparing these financial statements, Grameen Foundation USA has evaluated events and transactions for potential recognition or disclosure through July 22, 2010, the date the financial statements were issued. 18