Impact Investing and Nonprofits: Opportunities, Innovative Structures, and Creative New Ways to Raise Funds and Further Your Mission

Transcription

1 Impact Investing and Nonprofits: Opportunities, Innovative Structures, and Creative New Ways to Raise Funds and Further Your Mission Co-sponsored by Venable LLP and InsideNGO Thursday, January 14, 2016, 12:30 2:00 pm ET Venable LLP, Washington, DC Introduction and Overview Thomas Dente, Chief Operating Officer, InsideNGO Moderator Jeffrey S. Tenenbaum, Esq., Partner and Chair of the Nonprofit Organizations Practice, Venable LLP Speakers Kevin Saunders, Esq., Deputy General Counsel, ACCION International Kamil Cook, Esq., Senior Attorney, NatureVest/The Nature Conservancy 2016 Venable LLP

2 Presentation

3 Impact Investing and Nonprofits: Opportunities, Innovative Structures, and Creative New Ways to Raise Funds and Further Your Mission Co-sponsored by Venable LLP and InsideNGO Thursday, January 14, 2016, 12:30 2:00 pm ET Venable LLP, Washington, DC Introduction and Overview Thomas Dente, Chief Operating Officer, InsideNGO Moderator Jeffrey S. Tenenbaum, Esq., Partner and Chair of the Nonprofit Organizations Practice, Venable LLP Speakers Kevin Saunders, Esq., Deputy General Counsel, ACCION International Kamil Cook, Esq., Senior Attorney, NatureVest/The Nature Conservancy 2016 Venable LLP CAE Credit Information *Please note that CAE credit is available only to registered participants of the live program. As a CAE Approved Provider educational program related to the CAE exam content outline, this program may be applied for 1.5 credits toward your CAE application or renewal professional development requirements. Venable LLP is a CAE Approved Provider. This program meets the requirements for fulfilling the professional development requirements to earn or maintain the Certified Association Executive credential. Every program we offer that qualifies for CAE credit will clearly identify the number of CAE credits granted for full, live participation, and we will maintain records of your participation in accordance with CAE policies. For more information about the CAE credential or Approved Provider program, please visit Note: This program is not endorsed, accredited, or affiliated with ASAE or the CAE Program. Applicants may use any program that meets eligibility requirements in the specific timeframe towards the exam application or renewal. There are no specific individual courses required as part of the applications selection of eligible education is up to the applicant based on his/her needs Venable LLP 2 1

4 Upcoming Venable Nonprofit Events Register Now February 4, 2016: Nonprofit Chapters and Affiliates: Finding Structures and Relationships That Address Your Challenges and Work Well for Everyone March 10, 2016: Nonprofit Federal Award Recipients: Establishing an Ethical Culture, Appropriate Internal Controls, and a Collaborative Relationship with Your Federal Agency That Adds Value (co-sponsored by Venable LLP and InsideNGO) April 14, 2016: UBIT: What Your Nonprofit Needs to Know about Sponsorships, Advertising, Royalties, and Cause Marketing 2016 Venable LLP Venable LLP 4 2

5 What Is Impact Investing? What instruments? What structures? How measured? Investments intended to What time period? generate positive social and/or How large? environmental impact How generated? and which generate financial returns What time period? involving a diverse group of stakeholders Investors, philanthropists, venture capitalists, NGOs, governments, small and growing businesses, banks, multilateral corporations, social enterprises, beneficiaries Venable LLP Impact Investing: A Complex and Dynamic Ecosystem SHAPING Policy/Regulation Academia/ Think Tanks Media Market Infrastructure SUPPORTING Financial Institutions (Banks, Pension Funds, etc.) Instruments, Intermediaries, and Investors Technical Assistance (Certification, Measurement, and Monitoring) STRATEGY (MISSION AND PROGRAM NEEDS) Traditional Programming Foundations Corporate CSR DELIVERING Return-Seeking Capital Impact Investors (Funds) Companies Shared Value Social Enterprises Traditional Donors Commercial Investors (e.g., pension funds) Essential Stakeholders 2016 Venable LLP NGO Goal: Impact at Scale Grants and Contracts Donors Governments Market-Based Investments Beneficiaries Local CSOs/Community Groups Local Partners Social Enterprises Local Governments Donors 6 3

6 Different Primary Roles NGOs May Play Recipient (different forms and types) Investor (different forms and types) Technical assistance (e.g., certification, results monitoring) Multiple roles Venable LLP Supporting Collaboration: INGO Impact Investing Forum Learn Share practices and sector knowledge and topic insights Collaborate/Innovate Conduct sessions on key topics and issues Explore partnership approaches Advocate October 2015 INGO Impact Investing Forum 20+ INGOs 2016 Venable LLP Convene special sessions to share findings and highlight importance of effort Conduct group-based research showing value to generate benefits and results for impact investors through proven, scaled and skilled organizations 8 4

7 What We ve Heard: Key Needs Organizational Readiness Internal advocacy/culture change to maintain momentum given likely failures in space Asset-mapping approaches to identify unique capabilities, opportunities, and organizational gaps Communicating with stakeholders and embedding within overall strategy Investment in new skills with dedicated focus Shaping Opportunities Governance/corporate structure options Co-investment funds and shared opportunities Funding structures, sources, instruments, and options Sustaining Efforts Infrastructure support required across full-value chain (e.g., due diligence to risk management, investment expertise, incubation services, measurement) Approaches to share infrastructure across the sector 2016 Venable LLP 9 Impact Investing: The Accion Experience Kevin Saunders Venable LLP/InsideNGO January 14,

8 What does Accion do? We work to reduce vulnerability and increase opportunity, through the provision of financial services to those who remain excluded from them. 11 What is Financial Inclusion? We define financial inclusion as: The availability of a full suite of financial services, including credit, savings, insurance, and payments. Provided with quality, in a convenient, affordable, and suitable manner that protects and upholds the dignity of the client. To everyone who can use financial services and who is financially capable that is, informed and able to make good decisions about their use of these services. And delivered in a diverse and competitive marketplace of financial service providers. 12 6

9 How we build impactful relationships By offering a coordinated package of management, investment, and governance support to partner institutions. Management and Technical Assistance Investment Governance We deploy teams of managers to work in select partner institutions We use our investment vehicles to link partners to commercial banks and capital markets We provide strategic leadership to investee institutions through board participation We enable partners to expand outreach, strengthen core systems, access innovations, attract deposits, become independent of donor funds, and establish financial leverage Our board representatives bring international and regional knowledge We provide international expertise and ensure the application of best practices We provide partners with technical assistance We provide our partners with strategy, management, and planning guidance 13 How we invest Three distinct portfolios to advance financial inclusion Gateway MFI Investment Frontier Investment Group Venture Lab We use our investment vehicles to link MFIs to commercial banks and capital markets We enable MFIs to expand outreach, strengthen core systems, access innovations, attract deposits, become independent of donor funds, and establish financial leverage An early- and growthstage equity approach that leverages our expertise in financial technology, financial inclusion, consulting, and investing in emerging markets Invests in start-ups that have completed research and development and are at the pilot/first-revenue stage which is normally considered pre-investable Initial investments typically run between $1 and $3 million, invested either as convertible debt or equity Investments run between $100,000 and $500,000, invested as either convertible debt or equity Transitioning to a forprofit, third-party fund 14 7

10 Our history as a leader and pioneer in the field Accion founded first microfinance network Accion develops the CAMEL first financial-assessment tool for MFIs Accion Investments most successful MFI equity fund ever Accion launches center for Financial Inclusion Venture Lab angelinvestment initiative launched Accion founded to help the poor of Latin America Accion pilots microlending in U.S Dialogue on Business client-education program launched Accion expands into India CFI launches Smart Campaign for consumer protection First microloan made, in Recife, Brazil BancoSol founded first private, commercial bank for the poor Accion expands into Africa Compartamos IPO most successful microfinance IPO in history Accion launches operations in China Accion Bridge Fund first MFI guarantee fund ProFund created first equity-investment fund for MFIs Accion founds Council of Microfinance Equity Funds 2008 Frontier Investments venture capital initiative launched 2015 Accion launches operations in Myanmar 15 Key elements of impact investing story 1973: First Microloan Identification of a mission-related product/service capable of being scaled through a commercial approach 1992: BancoSol Creation of an organization capable of harnessing investor capital 2003: Accion Investments in Microfinance Demonstration effect drives ability to attract broader commercial capital through traditional pooled investment vehicles 2007: Compartamos IPO Realization and redeployment of investment gains 2008/2012: Frontier Investments Group & Venture Lab Expansion of impact investment targets/goals based upon learned information 16 8

11 Our impact GLOBAL IMPACT ACTIVE BORROWERS ACTIVE LOAN PORTFOLIO MFIs MILLION BILLION Microfinance Institutions Accion helped build, in 32 countries on four continents since 1961 Active borrowers in 2014, impacting the lives of 26.5 million family members and employees Active portfolio of loans made through partners in 2014, in dollars 17 Our impact ACTIVE SAVERS CLIENTS PROTECTED WOMEN SERVED in 4 MILLION MILLION Active savers in 2014, with $4.9 billion in savings deposits Clients served by Smart CampaignCertified financial institutions 3 in 4 borrowers are female 18 9

12 Our 2014 financials 19 Impact Investment Strategies and Considerations Kamil Cook Senior Attorney 2016 Venable LLP 20 10

13 Impact Investment and Conservation PURPOSE GOAL NatureVest is a division of The Nature Conservancy dedicated to delivering conservation outcomes while also generating financial returns Generate a pipeline of conservation-based transactions to tap into the est. $23bn conservation impact investment market ( ) Structure transactions that can be replicated and scaled STRATEGY Source impact capital from current and new supporters Share our knowledge and experience to strengthen awareness and support for impact investment in conservation Venable LLP Impact Investing at the Conservancy: Mapping to Global Strategies Landscape Conservation Green Infrastructure Debt Restructuring for Conservation Sustainable Agriculture Water Security Fisheries Reform 2016 Venable LLP 22 11

14 Impact Investing Strategies and Issues Impact Investment Tools: Conservancy loans and equity investments in conservation businesses Developing investment funds to finance conservation projects Developing conservation businesses Managing conservation businesses Marketing financial interests in conservation businesses Key Issues: Selecting Strategic Partners/defining the appropriate level of control for TNC Selecting the Vehicle/Approach/Target investors Governance/Control of conservation businesses to ensure conservation mission Deal Metrics and Implementation Liability Management Securities, insider trading, operational risks Conflicts of Interest (co-investing with potential insiders, insider trading) Tax considerations Joint Venture risk; private benefit; UBIT Publicity Venable LLP Case Study: Murray Darling Basin Balanced Water Fund Why a water fund? Leverage developed water markets to achieve financial, environmental, and social outcomes Fund Offering: AU$25 million to AU$100 million to only Australian wholesale investors Investment Product: Equity interests in open-end unit trust Portfolio: Murray-Darling water entitlements and allocations; real assets Investment Strategy: Capital appreciation from portfolio of permanent water rights; sale and lease of temporary water rights Social and Environmental Impact Outcomes Donates between 10% and 40% of water assets to conduct environmental watering; higher donations when water is abundant (cheap) and lower when water is scarce (expensive) Secures flows to vital wetlands in the Basin Restores important migratory bird, fish, and frog habitat Restores important indigenous cultural lands 2016 Venable LLP 24 12

15 Murray Darling Basin Balanced Water Fund: Conservancy Roles, Opportunities, and Challenges Conservancy Roles: Anchor equity investor Fund sponsor, developer collaborated with investment manager (Kilter Rural) to develop fund structure and investment strategy Marketing interests in Fund On-going oversight of environmental and social outcomes Venable LLP Murray Darling Basin Balanced Water Fund: Conservancy Roles, Opportunities, and Challenges Pros/Opportunities: Accelerate environmental watering activities through scale Collaborate with best-in-class water investment manager Expand Conservancy learning about effective water markets (potential application in the U.S. and other markets) through collaboration with Kilter Rural Expand network of conservation supporters Catalyze similar initiatives in other markets Challenges: 2016 Venable LLP Costs preparing offering materials, fees to service providers, negotiation with key investors, creditors, diverse service providers with differing objectives Liability/Reputational management securities offering, marketing Governance/Control finding the right balance Balancing diverse constituents conservation outcomes, political sensitivities, commercial expectations Responding to changing market conditions timeliness of decision-making, ability to nimbly respond to developments with partners Regulatory framework for investment funds, taxation 26 13

16 Organizational Developments Around Impact Investing Establish business lines around global strategies Establish targeted joint venture policy to anticipate Organizational structuring, tax, and reputational issues Readiness Establish marketing and communications protocols Shaping Opportunities Establish more nimble governance process for impact investment transactions Sustaining Efforts Infrastructure support focus on asset management, monitoring, and reporting on impact investment performance Venable LLP Questions? Jeffrey S. Tenenbaum, Esq., Partner and Chair of the Nonprofit Organizations Practice, Venable LLP t Thomas Dente, Chief Operating Officer, InsideNGO t Kevin Saunders, Esq., Deputy General Counsel, ACCION International t Kamil Cook, Esq., Senior Attorney, NatureVest/The Nature Conservancy t To view an index of Venable s articles and presentations or upcoming programs on nonprofit legal topics, see or To view recordings of Venable s nonprofit programs on our YouTube channel, see or on Twitter for timely posts with nonprofit legal articles, alerts, upcoming and recorded speaking presentations, and relevant nonprofit news and commentary Venable LLP 28 14

17 Speaker Biographies

18 our people Jeffrey S. Tenenbaum Partner Washington, DC Office T F jstenenbaum@venable.com AREAS OF PRACTICE Tax and Wealth Planning Antitrust Political Law Business Transactions Tax Tax Controversies and Litigation Tax Policy Tax-Exempt Organizations Wealth Planning Regulatory INDUSTRIES Nonprofit Organizations and Associations Financial Services GOVERNMENT EXPERIENCE Legislative Aide, United States House of Representatives BAR ADMISSIONS District of Columbia EDUCATION J.D., Catholic University of America, Columbus School of Law, 1996 Jeffrey Tenenbaum chairs Venable's Nonprofit Organizations Practice Group. He is one of the nation's leading nonprofit attorneys, and also is a highly accomplished author, lecturer, and commentator on nonprofit legal matters. Based in the firm's Washington, DC office, Mr. Tenenbaum counsels his clients on the broad array of legal issues affecting charities, foundations, trade and professional associations, think tanks, advocacy groups, and other nonprofit organizations, and regularly represents clients before Congress, federal and state regulatory agencies, and in connection with governmental investigations, enforcement actions, litigation, and in dealing with the media. He also has served as an expert witness in several court cases on nonprofit legal issues. Mr. Tenenbaum was the 2006 recipient of the American Bar Association's Outstanding Nonprofit Lawyer of the Year Award, and was an inaugural (2004) recipient of the Washington Business Journal's Top Washington Lawyers Award. He was one of only seven "Leading Lawyers" in the Not-for-Profit category in the prestigious 2012 Legal 500 rankings, one of only eight in the 2013 rankings, one of only nine in the 2014 rankings, and also one of only 10 in the 2015 rankings. Mr. Tenenbaum was recognized in 2013 as a Top Rated Lawyer in Tax Law by The American Lawyer and Corporate Counsel. He was the 2015 recipient of the New York Society of Association Executives' Outstanding Associate Member Award, the 2004 recipient of The Center for Association Leadership's Chairman's Award, and the 1997 recipient of the Greater Washington Society of Association Executives' Chairman's Award. Mr. Tenenbaum was listed in the editions of The Best Lawyers in America for Non- Profit/Charities Law, and was selected for inclusion in the 2014 and 2015 editions of Washington DC Super Lawyers in the Nonprofit Organizations category. In 2011, he was named as one of Washington, DC s Legal Elite by SmartCEO Magazine. He was a Fellow of the Bar Association of the District of Columbia and is AV Peer- Review Rated by Martindale-Hubbell. Mr. Tenenbaum started his career in the nonprofit community by serving as Legal Section manager at the American Society of Association Executives, following several years working on Capitol Hill as a legislative assistant. REPRESENTATIVE CLIENTS AARP Air Conditioning Contractors of America Airlines for America American Academy of Physician Assistants American Alliance of Museums American Association for the Advancement of Science American Bar Association American Cancer Society American College of Cardiology American College of Radiology

19 B.A., Political Science, University of Pennsylvania, 1990 MEMBERSHIPS American Society of Association Executives New York Society of Association Executives American Council of Education American Friends of Yahad in Unum American Institute of Architects American Red Cross American Society for Microbiology American Society of Anesthesiologists American Society of Association Executives America's Health Insurance Plans Association for Healthcare Philanthropy Association for Talent Development Association of Clinical Research Professionals Association of Corporate Counsel Association of Fundraising Professionals Association of Global Automakers Association of Private Sector Colleges and Universities Auto Care Association Biotechnology Industry Organization Brookings Institution Carbon War Room CFA Institute The College Board CompTIA Council on Foundations CropLife America Cruise Lines International Association Design-Build Institute of America Erin Brockovich Foundation Ethics Resource Center Foundation for the Malcolm Baldrige National Quality Award Gerontological Society of America Global Impact Goodwill Industries International Graduate Management Admission Council Habitat for Humanity International Homeownership Preservation Foundation Human Rights Campaign Independent Insurance Agents and Brokers of America Institute of International Education International Association of Fire Chiefs International Sleep Products Association Jazz at Lincoln Center LeadingAge The Leukemia & Lymphoma Society Lincoln Center for the Performing Arts Lions Club International March of Dimes ment or BKB Foundation Money Management International National Association for the Education of Young Children National Association of Chain Drug Stores National Association of College and University Attorneys National Association of County and City Health Officials National Association of Manufacturers National Association of Music Merchants National Athletic Trainers' Association National Board of Medical Examiners National Coalition for Cancer Survivorship National Coffee Association National Council of Architectural Registration Boards National Council of La Raza National Defense Industrial Association National Fallen Firefighters Foundation National Fish and Wildlife Foundation National Propane Gas Association National Quality Forum

20 National Retail Federation National Student Clearinghouse The Nature Conservancy NeighborWorks America New Venture Fund NTCA - The Rural Broadband Association Nuclear Energy Institute Peterson Institute for International Economics Professional Liability Underwriting Society Project Management Institute Public Health Accreditation Board Public Relations Society of America Romance Writers of America Telecommunications Industry Association Trust for Architectural Easements The Tyra Banks TZONE Foundation U.S. Chamber of Commerce United States Tennis Association Volunteers of America Water Environment Federation Water For People HONORS Recipient, New York Society of Association Executives' Outstanding Associate Member Award, 2015 Recognized as "Leading Lawyer" in Legal 500, Not-For-Profit, Listed in The Best Lawyers in America for Non-Profit/Charities Law (Woodward/White, Inc.), Selected for inclusion in Washington DC Super Lawyers, Nonprofit Organizations, Served as member of the selection panel for the CEO Update Association Leadership Awards, Recognized as a Top Rated Lawyer in Taxation Law in The American Lawyer and Corporate Counsel, 2013 Washington DC's Legal Elite, SmartCEO Magazine, 2011 Fellow, Bar Association of the District of Columbia, Recipient, American Bar Association Outstanding Nonprofit Lawyer of the Year Award, 2006 Recipient, Washington Business Journal Top Washington Lawyers Award, 2004 Recipient, The Center for Association Leadership Chairman's Award, 2004 Recipient, Greater Washington Society of Association Executives Chairman's Award, 1997 Legal Section Manager / Government Affairs Issues Analyst, American Society of Association Executives, AV Peer-Review Rated by Martindale-Hubbell Listed in Who's Who in American Law and Who's Who in America, 2005-present editions

21 ACTIVITIES Mr. Tenenbaum is an active participant in the nonprofit community who currently serves on the Editorial Advisory Board of the American Society of Association Executives' Association Law & Policy legal journal, the Advisory Panel of Wiley/Jossey- Bass Nonprofit Business Advisor newsletter, and the ASAE Public Policy Committee. He previously served as Chairman of the AL&P Editorial Advisory Board and has served on the ASAE Legal Section Council, the ASAE Association Management Company Accreditation Commission, the GWSAE Foundation Board of Trustees, the GWSAE Government and Public Affairs Advisory Council, the Federal City Club Foundation Board of Directors, and the Editorial Advisory Board of Aspen's Nonprofit Tax & Financial Strategies newsletter. PUBLICATIONS Mr. Tenenbaum is the author of the book, Association Tax Compliance Guide, now in its second edition, published by the American Society of Association Executives. He also is a contributor to numerous ASAE books, including Professional Practices in Association Management, Association Law Compendium, The Power of Partnership, Essentials of the Profession Learning System, Generating and Managing Nondues Revenue in Associations, and several Information Background Kits. In addition, he is a contributor to Exposed: A Legal Field Guide for Nonprofit Executives, published by the Nonprofit Risk Management Center. Mr. Tenenbaum is a frequent author on nonprofit legal topics, having written or co-written more than 700 articles. SPEAKING ENGAGEMENTS Mr. Tenenbaum is a frequent lecturer on nonprofit legal topics, having delivered over 700 speaking presentations. He served on the faculty of the ASAE Virtual Law School, and is a regular commentator on nonprofit legal issues for NBC News, The New York Times, The Wall Street Journal, The Washington Post, Los Angeles Times, The Washington Times, The Baltimore Sun, ESPN.com, Washington Business Journal, Legal Times, Association Trends, CEO Update, Forbes Magazine, The Chronicle of Philanthropy, The NonProfit Times and other periodicals. He also has been interviewed on nonprofit legal topics on Fox 5 television's (Washington, DC) morning news program, Voice of America Business Radio, Nonprofit Spark Radio, and The Inner Loop Radio.

22 Thomas Dente Thomas Dente is the Chief Operating Officer of InsideNGO, a leading membership association of over 330 international NGOs and their partners. InsideNGO focuses upon improving the organizational and operational capabilities of international NGOs and addressing the development needs of global operations leaders and professionals. At InsideNGO Tom leads several efforts related to overall direction, program strategy and organizational development and execution. Before joining InsideNGO in 2011, Tom spent more than twenty years advising global institutions and their leaders on strategy, organizational development and performance improvement. Tom was a partner at both Bain & Company and A.T. Kearney, two leading global management consultancies, and began his professional career at Price Waterhouse. As a management consultant, Tom advised institutions ranging from start-up organizations to large global enterprises, including nonprofit entities across multiple domain areas. Tom serves on the Board of Directors of PM4NGOs which is dedicated to advancing the Project Management skills of individuals and organizations in the development sector. He graduated summa cum laude with a BA in Economics from Dartmouth College and received an MBA with honors from Columbia University s Graduate School of Business. InsideNGO

23 Kevin Saunders Kevin Saunders is Deputy General Counsel at Accion, a private, nonprofit organization with the mission of giving people the financial tools they need to improve their lives, where he takes a leading role in the organization s governance, compliance, trademark, and risk management areas, and works closely with program teams on investments and other transactions. He is also a Lecturer in Law at Boston University, where he co-teaches Financial Inclusion and Development. Kevin participates in the Council of Counsels, a group of in-house attorneys in the field of microfinance; the NGO Legal Counsel, a group of in-house attorneys at US-based NGOs; the Impact Investing Legal Working Group; and the InsideNGO Legal Advisory Council.

24 Kamil Cook Kamil Cook, Senior Attorney. Kamil is a transactional attorney who advises The Nature Conservancy s impact investing division, NatureVest, on a range of complex transactional issues, including joint ventures with for-profit companies, securities offerings, and cross-border investments. Kamil previously served as in-house counsel to MicroVest Capital Management, an SEC-registered microfinance investment fund manager involving the creation and management of private investment funds and structuring investments in microfinance institutions globally. Prior to joining MicroVest, she served as counsel with the Export-Import Bank of the United States, with an emphasis on cross-border infrastructure project finance. Kamil began her legal career as an Associate with Cleary, Gottlieb, Steen & Hamilton s New York office where she specialized in capital markets and asset-backed financings for Latin American private and public sector issuers. Kamil holds a BA in Political Science from Columbia College and a Juris Doctor from Columbia University. She is a member of the New York, Washington D.C. and Virginia bars.

25 Additional Information

26 Legal Issues in Impact Investing (at Home and Abroad) Bibliography of Selected Resources The following is a list of select articles and resources that organizers of this conference have found helpful to gain context for their work in advancing impact investing and social entrepreneurship. We are indebted to the generosity of Prof. Haskell Murray and his agreement to let us include here also a bibliography that he has compiled on law journal articles that address the evolving law of social enterprise in the United States. 1. State of the Impact Investment Market: Where is it Today and Where is it Heading? a. Yasemin Saltuk, Ali El Idrissi, Amit Bouri, Abhilash Mudaliar, Hannah Schiff, Eyes on the Horizon: The Impact Investor Survey, (J.P. Morgan - Global Social Finance, May 2015), b. Cathy Clark, Jed Emerson, & Ben Thornley, Impact Investing 2.0: The Way Forward, c. Gateways to Impact, Industry Survey of Financial Advisors on Sustainable and Impact Investing (June 2012), d. Hope Consulting, Money for Good: Impact Investing Overview, (May 2010), Overview.pdf. e. Jed Emerson, Risk, Return and Impact: Understanding Diversification and Performance within an Impact Investing Portfolio, IMPACTASSETS, pdf. f. Jed Emerson & Antony Bugg-Levine, Impact Investing: Transforming How We Make Money While Making a Difference (2011). g. J.P. Morgan Chase, Insight into the Impact Investment Market: An In-Depth Analysis of Investor Perspectives and over 2,200 Transactions, GLOBAL IMPACT INVESTING NETWORK (Dec. 14, 2011), h. J.P. Morgan Chase, The Impact Investor Survey, GLOBAL IMPACT INVESTING NETWORK (May 02, 2014), 2-Spotlight_on_the_market-FINAL.pdf. i. Gabriel Zinny, Harnessing Social Impact Investing in Latin America: Private Capital for Public Good, Atlantic Council s Adrienne Arsht Latin America Center (May 2015), pact.pdf. j. Judith Rodin & Margot Brandenburg, The Power of Impact Investing: Putting Markets to Work for Profit and Global Good (2014). k. Kyle Westaway, Profit & Purpose: How Social Innovation is Transforming Business for Good (2014). 1

27 l. Marc J. Lane, The Mission-Drive Venture: Business Solutions to the World s Most Vexing Social Problems (2015). m. Monitor Institute, Investing for Social and Environmental Impact: A Design for Catalyzing an Emerging Industry, THE MONITOR INSTITUTE (Jan. 2009), n. Orrick, Mainstreaming Impact Finance, ORRICK LLP (May 27, 2014), Impact-Finance.aspx. o. Pacific Community Ventures, Harvard University, & The Rockefeller Foundation, Impact at Scale: Policy Innovation for Institutional Investment with Social and Environmental Benefit (Feb. 2012), content/uploads/2010/05/final_impact-at-scale_insight_iri_february- 2012_FULL-REPORT.pdf. p. Paul Brest & Kelly Born, Unpacking the Impact in Impact Investing, STANFORD SOCIAL INNOVATION REVIEW (Aug. 14, 2013), investing. q. Paul Brest & Kelly Born, When Can Impact Investing Create Real Impact?, STANFORD SOCIAL INNOVATION REVIEW (Fall 2013), r. Philo Alto, Impact Investing: Will Hype Stall Its Emergence as an Asset Class?, SOCIAL SPACE (2012), s. Rockefeller Foundation, Accelerating Impact: Achievements, Challenges and What s Next in Building the Impact Investing Industry, ROCKEFELLER FOUNDATION (July 2012), Impact-Full-Summary.pdf. t. Rockefeller Philanthropy Advisors, Impact Investing: An Introduction, PHILANTHROPY ROADMAP Series, u. Rockefeller Philanthropy Advisors, Solutions for Impact Investors: From Strategy to Implementation, PHILANTHROPY ROADMAP Series (Nov. 2009), v. Social Impact Investment Task Force, The Invisible Heart of Markets: How Impact Investing is Harnessing Innovation and Capital for Public Good, SOCIAL IMPACT INVESTMENT TASK FORCE (Sept. 15, 2014), nvestment_report_final_siitf.pdf. w. Sonen Capital and the KL Felicitas Foundation, Evolution of an Impact Portfolio: From Implementation to Results, SONEN CAPITAL (Oct. 2013), x. World Economic Forum, From the Margins to the Mainstream: Assessment of the Impact Investment Sector and Opportunities to Engage Mainstream Investors, WORLD ECONOMIC FORUM INVESTOR INDUSTRIES (Sept. 2013), 2

28 t_2013.pdf. 3

29 2. Aggregating Capital for Impact Investing a. Impactbase Snapshop: An Analysis of 300+ Impact Investing Funds (April 2015), b. Morgan Lewis, White Paper, SEC Adopts Final Rules on Regulation A+ (April 2015). c. Christine W. Letts, William Ryan, and Alan Grossman, Virtuous Capital: What Foundations Can Learn from Venture Capitalists, HARVARD BUSINESS REVIEW (March-April 1997), d. Clifford Chance and International Senior Lawyers Project in partnership with the GIIN (2015), Impact Investing Private Equity Fund Industry Legal Considerations, e. Michael Sanders, Joint Ventures Involving Tax-Exempt Organizations, 3 rd edition (2007). f. JD Alois, Testimony by SEC Chair Mary Jo White, CROWDFUNDINSIDER.COM (Apr. 2014) g. Jim Saksa, Kickstarter, but With Stock, SLATE.COM (June 2014), ty_crowdfunding_it_s_a_disaster_waiting_to_happen.html. h. Jumpstart Our Business Startups Act (JOBS Act), H.R (Apr. 5, 2012). i. Latham & Watkins Capital Markets Practice Group, You Talkin to Me? FAQs About the SEC s New General Solicitation, Regulation D and Bad Actor Rules, LATHAM & WATKINS LLP (July 25, 2013), LWgeneral-solicitation-reg-d-faq.pdf. j. Linklaters LLP, Mission Investors Exchange & Thomson Reuters Foundation, Strategies to Maximize Your Philanthropic Capital: A guide to Program Related Investments, THOMSON REUTERS FOUNDATION (Apr. 2012), k. Harvey Koh, Ashish Karamchandani, and Robert Katz, From Blueprint to Scale: The Case for Philanthropy in Impact Investing, MONITOR GROUP (April 2012), Case-for-Philanthropy-in-Impact-Investing_Full-report.pdf. l. NorthernTrust Bank, Line of Sight: Impact Investing A Guide for Philanthropists and Social Investors, NORTHERNTRUST BANK (Oct. 2013), m. Noam Noked, Regulation A+ Offerings A New Era at the SEC, HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE AND FINANCIAL REGULATION (Jan. 15, 2014), 4

30 n. Noam Noked, SEC Crowdfunding Rulemaking under the Jobs Act an Opportunity Lost?, HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE AND FINANCIAL REGULATION o. Rodrigo Davies, Civic Crowdfunding: A New Way of Spending Down?, STANFORD SOCIAL INNOVATION REVIEW (Sept. 16, 2014), spending_down. p. Roger Mulvihill, New ACE Portal/NYSE Platform Could Facilitate Private Equity Fund Raising, DECHERT LLP (2014), platform-could-facilitate-private-equity-fund-raising.asp?sid=309a5ade-4fc5-4bdf-95c8-e3362b100b21. q. SEC Investor Advisory Committee, Recommendation of the Investor Advisory Committee: Crowdfunding Regulations, Sec.gov (April 10, 2014), /investment-adviser-crowdfunding-recommendation.pdf. r. The Equity Crowdfunding Improvement Act of 2014, H.R (May 06, 2014). s. Global Impact Investing Group, Impact Based Incentive Structures: Aligning Fund Manager Compensation with Social and Environmental Performance, THE GLOBAL IMPACT INVESTING GROUP (Dec. 2011), t. World Bank, CGAP Reflections on the Compartamos Initial Public Offering: A Case Study on Microfinance Interest Rates and Profits, WORLD BANK (June 2007), 09/27/ _ /Rendered/PDF/409590CGAP0Focus Note142.pdf. u. Ashoka, Stock Exchanges for Social Enterprises? Here's Where You Can Find Them, FORBES.COM (Mar. 27, 2014), v. Asian Development Bank, Developing a Regional Social Investment Exchange Initiative, ASIAN DEVELOPMENT BANK (Feb. 03, 2014), w. Kiran Lingam, Reasonable Steps to Verify Accredited Status 4 New Safe Harbors, SeedInvest Blog (July 11, 2013). 5

31 3. Role of Lawyers in Impact Investing a. Advocates for International Development Lawyers Eradicating Poverty, Social Impact Investing: The Role of Lawyers, A4ID (2013), b. Alicia E. Plerhoples, Representing Social Enterprise, 20 CLINICAL L. REV. 215 (2013). c. Deborah Burand, Susan R. Jones, Jonathan Ng, Alicia E. Plerhoples, Clinical Collaborations: Going Global to Advance Social Entrepreneurship, 20 INT L J. OF CLINICAL LEGAL EDUCATION 499 (2014). d. Susan R. Jones, Alleviating Poverty-What Lawyers Can Do Now, HUM. RTS. (Aug. 2014). e. Zachary D. Kaufman, Making Social and Environmental Impact Through Legal Careers: The Top 10 Roles for Attorneys in Social Entrepreneurship, LAW FOR CHANGE (Aug. 2013), f. Deborah Burand, Launch of an International Transactions Clinic: Doing Good While Doing Deals, International Bar Association, International ProBono.com (March 2010). g. Jennifer Miller Oertel et. al., Proving That They Are Doing Good: What Attorneys and Other Advisers Need to Know About Program Assessment, 59 WAYNE L. REV. 693 (2013). h. Social Entrepreneurship in the Age of Atrocities: Changing Our World (Zachary D. Kaufman ed., 2012). i. Theodore W. Kassinger, Zachary D. Kaufman & Heather L. Traeger, Democratizing Entrepreneurship: An Overview of the Past, Present, and Future of Crowdfunding, 45 Bloomberg BNA Sec. Reg. & L. Rep.208 (2013), available at j. Zachary D. Kaufman, Youth and Social Entrepreneurship, Diplomatic Courier, Jan.-Feb. 2013, available at k. Mind the Gaps: The 2015 Millennial Survey, Deloitte ut-deloitte/gx-wef-2015-millennial-survey-executivesummary.pdf. l. Social Enterprise Law Tracker, 6

32 4. Policy and Regulation of Impact Investing and Social Enterprise a. U.K. Cabinet Office, Growing the Social Investment Market: 2014 Progress Update, U.K. CABINET OFFICE (June 19, 2014), b. U.S. National Advisory Board, Private Capital, Public Good: How Smart Federal Policy Can Galvanize Impact Investing and Why It s Urgent, U.S. NATIONAL ADVISORY BOARD (June 2014), 1e4b04a6c515fac31/ /Private_Capital_Public_Good.pdf. c. J. Haskell Murray, Choose Your Own Master: Social Enterprise, Certifications, and Benefit Corporation Statutes, 2 AM. U. BUS. L. REV. 1 (2012). d. Anna R. Kimbrell, Benefit Corporation Legislation: An Opportunity for Kansas to Welcome Social Enterprises, 62 U. KAN. L. REV. 549 (2013). e. Brett H. McDonnell, Committing to Doing Good and Doing Well: Fiduciary Duty in Benefit Corporations, 20 FORDHAM J. CORP. & FIN. L. 19 (2014). f. Brian Kimball, Hybrid Business Organizations: Reconciling Fiduciary Duty, Profit, and Social Purpose, 54 SANTA CLARA L. REV. 931 (2014). g. Dana Brakman Reiser, Governing and Financing Blended Enterprise, 85 Chi.-Kent L. Rev. 619 (2010). h. Dana Brakman Reiser, Regulating Social Enterprise, 14 U.C. DAVIS BUS. L.J. 231 (2014). i. Matthew F. Doeringer, Fostering Social Enterprise: A Historical and International Analysis, 20 DUKE J. COMP. & INT'L L. 291 (2010). j. David Edward Spenard, The Cycle of Innovation and Regulation: The Development of A State Charity Regulatory Dialectic for Charitable Investment in Social Enterprise Activity Through A Limited Liability Company Structure, 9 N.Y.U. J. L. & BUS. 603 (2013). k. David Groshoff, Contrepreneurship? Examining Social Enterprise Legislation's Feel- Good Governance Giveaways, 16 U. PA. J. BUS. L. 233 (2013). l. Dilpreet K. Minhas, Enhancing the Legal and Regulatory Environment for Investment in Social Enterprise, 3 MICH. J. PRIVATE EQUITY & VENTURE CAP. L. 257 (2014). m. Erik P. M. Vermeulen & Diogo Pereira Dias Nunes, The Evolution and Regulation of Venture Capital Funds 1, LEX RESEARCH TOPICS IN CORP. LAW & ECON., NO (Oct. 17, 2012), papers.ssrn.com/sol3/papers.cfm?abstract_id= n. Felicia R. Resor, Benefit Corporation Legislation, 12 WYO. L. REV. 91 (2012). o. Steven Munch, Improving the Benefit Corporation: How Traditional Governance Mechanisms Can Enhance the Innovative New Business Form, 7 NW. J. L. & SOC. POL'Y 170 (2012). p. John A. Pearce II & Jamie Patrick Hopkins, Regulation of L3cs for Social Entrepreneurship: A Prerequisite to Increased Utilization, 92 NEB. L. REV (2013). q. John Tyler, Analyzing Effects and Implications of Regulating Charitable Hybrid Forms As Charitable Trusts: Round Peg and A Square Hole?, 9 N.Y.U. J. L. & BUS. 535 (2013). 7

33 r. John Tyler, Evan Absher, Kathleen Garman, Anthony Luppino, Producing Better Mileage: Advancing the Design and Usefulness of Hybrid Vehicles for Social Business Ventures, 33 QUINNIPIAC L. REV. 235 (2015). s. Joseph W. Yockey, The Compliance Case for Social Enterprise, 4 MICH. BUS. & ENTREPRENEURIAL L. REV. 1 (2014). t. Joseph W. Yockey, Does Social Enterprise Law Matter?, 66 ALA. L. REV. 767 (2015). u. Lloyd Hitoshi Mayer & Joseph R. Ganahl, Taxing Social Enterprise, 66 STAN. L. REV. 387 (2014). v. Rockefeller Foundation, Impact Investing: A Framework for Policy Design and Analysis, ROCKEFELLER FOUNDATION (Jan. 2011), %20design%20II%20Exec%20Sum.pdf. w. 8 Del. C x. Benefit Corporation Information Center, Benefit Corp vs. Certified B Corp, BENEFITCORP.NET, y. Dana Brakman Reiser & Steven A. Dean, Hunting Stag with Fly Paper: A Hybrid Financial Instrument for Social Enterprise, 54 B.C. L. REV (2013). z. Dana Thompson, L3cs: An Innovative Choice for Urban Entrepreneurs and Urban Revitalization, 2 AM. U. BUS. L. REV. 115 (2012). aa. Keren G. Raz, Toward an Improved Legal Form for Social Enterprise, 36 N.Y.U REV. OF LAW & SOCIAL CHANGE, 283 (2012). bb. Morrison Foerster LLP & Thomson Reuters Foundation, Which Legal Structure is Right for My Social Enterprise? A Guide to Establishing a Social Enterprise in the United States, THOMSON REUTERS FOUNDATION (May 2013), erprise_us.pdf. cc. Robert A. Katz & Antony Page, The Role of Social Enterprise, 35 VT. L. REV. 59 (2010). dd. Robert A. Wexler, Effective Social Enterprise A Menu of Legal Structures, 63 THE EXEMPT ORGANIZATION TAX REVIEW 565 (June 2009). ee. Steven Munch, Improving the Benefit Corporation: How Traditional Governance Mechanisms Can Enhance the Innovative New Business Form, 7 NW. J. L. & SOC. POL'Y. 170 (2012). ff. Steven H. Schulman & Terry Enright, Delaware Public Benefit Corporations: A Brief Introduction, AKIN GUMP STRAUSS HAUER & FELD LLP (Nov. 14, 2013), gg. Susan Mac Cormac, New Corporate Forms: Flexible Purpose Corporations, Benefit Corporations, and L3Cs, UNIVERSITY OF CALIFORNIA BERKELEY SCHOOL OF LAW (Jan. 2011), _1.pdf. hh. William C. Staley, Benefit Corporations, Flexible Purpose Corporations, and L3CS Practical and Tax Issues For These New Type of Entities, STALEY LAW (Sept. 19, 2012), _19678.pdf. 8

34 ii. Kyle Westaway, Beyond Black and White: The New Paradigm of Social Enterprise, 9 N.Y.U. J. L. & BUS. 439 (2013). jj. Robert T. Esposito, Charitable Solicitation Statutes: Maslow s Hammer for Regulating Social Enterprise, 11 N.Y.U. J. L. & Bus. 463 (2015). kk. Brandi Lupo, Finding a Regulatory Framework for Social Enterprise, RegBlog (Apr. 16, 2015), available athttp:// ll. Dana Brakman Reiser, Regulating Social Enterprise, 14 U.C. Davis Bus. L. J. 231 (2014). mm. Leo E. Strine, Jr., Making it Easier for Directors to Do the Right Thing?, 4 Harv. Bus. L. Rev. 235 (2014). nn. Orrick, Herrington & Sutcliffe LLP, Balancing Purpose and Profit: Legal Mechanisms to Lock in Social Mission for Profit with Purpose Businesses across the G8 (Dec. 2014), oo. Marc J. Lane, Social Enterprise: Empowering Mission-Driven Entrepreneurs (2011). 9

35 5. Social Finance Innovations a. Dahlberg Global Development Advisors, Innovative Financing for Development: Scalable Business Models that Produce Economic, Social, and Environmental Outcomes, DAHLBERG GLOBAL DEVELOPMENT ADVISORS (Sept. 2014), nnovative-financing-for-development.pdf. b. State of the Pay for Success Field: Opportunities, Trends and Recommendations, Corporation for National Community Service (April 2015), FS%20State%20of%20the%20Field%20Document%20Final% %20sxf.pdf. c. A Legal Road Map for Social Impact Bonds in Developing Countries, Instiglio and Thomson Reuters Foundation (November 2014), fef636f24bcc/file. d. Deborah Burand, Globalizing Social Finance: How Social Impact Bonds and Social Impact Performance Guarantees Can Scale Development, 9 N.Y.U. J. L. & BUS. 447 (2013). e. Ana Demel, Second Thoughts on Social Impact Bonds, 9 N.Y.U. J. L. & BUS. 503 (2013). f. SEC No Action Letter regarding Social Finance s activities in offering and selling Social Impact Bonds (November 13, 2014), bdother.pdf. g. Max Liang, Brian Mansberger & Andrew C. Spieler, An Overview of Social Impact Bonds, 13 J. INT'L BUS. & L. 267 (2014). h. Peter G. Dagher Jr., Social Impact Bonds and the Private Benefit Doctrine: Will Participation Jeopardize A Nonprofit's Tax-Exempt Status?, 81 FORDHAM L. REV (2013). i. Peter Lee, Social Innovation, 92 WASH. U.L. REV. 1 (2014). j. Shifali Baliga, Shaping the Success of Social Impact Bonds in the United States: Lessons Learned from the Privatization of U.S. Prisons, 63 DUKE L.J. 437 (2013). k. Commonwealth of Massachusetts, Chapter 143, An Act Establishing the Social Innovation Financing Trust Fund and Authorizing the Lease of the Henderson Boat House (2012), l. John Grossman and Marcia Chong, Pay for Success: Pay for Success Calls for Innovation in Non-Profit, Contract and Securities Law, Harvard Law & Policy Review Blog (May 4, 2015), m. Santa Clara University, Demand Dividend: Creating Reliable Returns in Impact Investing, SANTA CLARA UNIVERSITY (June 2013), Dividend-Description.pdf. n. Christina M. Culver & Feihong Xu, Reinforcing Social Mission Through Redemption Clauses: A Survey of Industry Standards, UNIVERSITY OF MICHIGAN INTERNATIONAL TRANSACTIONS CLINIC (May 7, 2014). 10