SHARED INTEREST by jennyyingdi

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									                  SHARED                INTEREST



                      SHARED INTEREST NOTES
                             PROSPECTUS
                               May 2012




                           Shared Interest, Inc.
                      121 West 27th Street, Suite 805
                           New York, NY 10001
                        Telephone: (212) 337-8547




CPAM: 4632912.6
May 2012                                         LAWS,   PURSUANT    TO   REGISTRATION    OR
                                                 EXEMPTION THEREFROM. INVESTORS SHOULD BE
INVESTORS SHOULD READ THIS PROSPECTUS IN         AWARE THAT THEY MAY BE REQUIRED TO BEAR
CONJUNCTION WITH THE SHARED INTEREST             THE FINANCIAL RISKS OF THIS INVESTMENT FOR
INVESTOR APPLICATION, WHICH CAN BE FOUND IN      AN INDEFINITE PERIOD OF TIME.     NO TRUST
APPENDIX B-1 OF THIS PROSPECTUS.           THE   INDENTURE HAS BEEN OR WILL BE ESTABLISHED
INVESTOR APPLICATION MAY ALSO BE OBTAINED        TO ENSURE OR SECURE THE REPAYMENT OF
BY CONTACTING SHARED INTEREST AT THE             PRINCIPAL OF, AND INTEREST ON, THE NOTES.
ADDRESS OR TELEPHONE NUMBER ON THE               BECAUSE NO PUBLIC MARKET EXISTS FOR THE
FRONT COVER OF THIS PROSPECTUS. ONLINE           NOTES   AND    NONE WILL     DEVELOP,   THE
APPLICATIONS     MAY    BE     OBTAINED     AT   TRANSFERABILITY OF THE NOTES IS LIMITED AND
WWW.MICROPLACE.COM.        THIS PROSPECTUS       RESTRICTED. FEDERAL AND STATE SECURITIES
DESCRIBES THE PROGRAM UNDER WHICH                LAWS MAY AFFECT SHARED INTEREST’S ABILITY
SHARED INTEREST, INC. MAY PERIODICALLY ISSUE     TO CONTINUE TO SELL THE NOTES.        THESE
SHARED INTEREST NOTES (AS DEFINED BELOW).        SECURITIES ARE BEING OFFERED BY SHARED
THE PROCEEDS OF NOTES ARE USED TO BACK           INTEREST AS FURTHER DISCUSSED.
GUARANTEES FOR LOANS BY SOUTH AFRICAN
AND OTHER SOUTHERN AFRICAN FINANCIAL             A REGISTRATION STATEMENT RELATING TO
INSTITUTIONS TO DEVELOPMENT INSTITUTIONS         THESE SECURITIES HAS NOT BEEN FILED WITH
THAT    EXTEND     CREDIT   TO     LOW-INCOME    STATE SECURITIES COMMISSIONS OR WITH THE
COMMUNITIES. ALL SUCH NOTES ARE GENERAL          SECURITIES AND EXCHANGE COMMISSION. THESE
UNSECURED OBLIGATIONS OF SHARED INTEREST.        SECURITIES WILL BE ISSUED PURSUANT TO A
INVESTORS ARE CAUTIONED NOT TO RELY ON           CLAIM   OF   EXEMPTION   UNDER    FEDERAL
ANY INFORMATION NOT EXPRESSLY SET FORTH IN       SECURITIES LAWS AND SECURITIES LAWS OF
THIS PROSPECTUS. PERSONS ARE ADVISED TO          CERTAIN STATES.      NEITHER THE STATE
READ THIS PROSPECTUS CAREFULLY PRIOR TO          SECURITIES COMMISSIONS NOR THE SECURITIES
MAKING ANY DECISION TO PURCHASE ANY OF THE       AND EXCHANGE COMMISSION HAVE PASSED
NOTES OFFERED HEREBY. THIS PROSPECTUS            UPON THE VALUE OF THESE SECURITIES, MADE
DOES NOT CONSTITUTE THE OFFER NOR THE            ANY   RECOMMENDATIONS     AS   TO    THEIR
SOLICITATION OF AN OFFER TO SELL SECURITIES      PURCHASE, APPROVED OR DISAPPROVED THE
TO ANY PERSON IN ANY STATE OR OTHER              OFFERING, OR PASSED UPON THE ADEQUACY OR
POLITICAL JURISDICTION IN WHICH SUCH             ACCURACY OF THE PROSPECTUS.           ANY
SECURITY OFFER OR SOLICITATION MAY NOT BE        REPRESENTATION TO THE CONTRARY IS A
LAWFULLY MADE. THIS PROSPECTUS DOES NOT          CRIMINAL OFFENSE.
CONSTITUTE AN OFFERING BY A BROKER-DEALER
IN ANY STATE IN WHICH SUCH BROKER-DEALER IS      NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
NOT QUALIFIED TO ACT AS A BROKER-DEALER. IN      INFORMATION     OR      TO     MAKE     ANY
MAKING AN INVESTMENT DECISION, INVESTORS         REPRESENTATIONS IN CONNECTION WITH THIS
MUST RELY ON THEIR OWN EXAMINATION OF THE        OFFERING OTHER THAN THOSE CONTAINED IN
ISSUER AND THE TERMS OF THE SECURITY             THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
OFFERING, INCLUDING THE MERITS AND RISKS         INFORMATION OR REPRESENTATIONS MUST NOT
INVOLVED.    THESE SECURITIES ARE OFFERED        BE RELIED UPON AS HAVING BEEN MADE BY THE
UNDER     AN    EXEMPTION    FROM     FEDERAL    ISSUER.
REGISTRATION PURSUANT TO SECTIONS 3(a)(4) OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE      THIS OFFERING IS SUBJECT TO CERTAIN RISKS
“SECURITIES    ACT”)  AND 3(c)(10)   OF    THE   (See “Risk Factors”).
INVESTMENT     COMPANY    ACT     OF 1940,  AS
AMENDED; HOWEVER, THE SECURITIES AND             FOR RESIDENTS OF FLORIDA ONLY:
EXCHANGE COMMISSION HAS NOT MADE AN
INDEPENDENT DETERMINATION THAT THESE             THESE SECURITIES HAVE NOT BEEN REGISTERED
SECURITIES ARE EXEMPT FROM REGISTRATION.         WITH THE STATE OF FLORIDA AND ARE BEING
THESE     SECURITIES    ARE     SUBJECT     TO   SOLD PURSUANT TO AN EXEMPTION FROM
RESTRICTIONS ON TRANSFERABILITY AND RESALE       REGISTRATION.
AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES         FOR RESIDENTS OF KENTUCKY ONLY:
ACT AND THE APPLICABLE STATE SECURITIES


1 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
THESE SECURITIES ARE ISSUED PURSUANT TO A       THE NOTEHOLDERS IN DEFAULT SHALL INCLUDE
CLAIM OF EXEMPTION FROM REGISTRATION            THE RIGHT TO A LIST OF NAMES AND ADDRESSES
UNDER    SECTION KRS 292.400(9) OF    THE       OF ALL NOTEHOLDERS OF SHARED INTEREST
KENTUCKY SECURITIES ACT.                        NOTES WHO ARE RESIDENTS OF THE STATE OF
                                                SOUTH CAROLINA, IF THERE IS NO TRUSTEE TO
FOR RESIDENTS OF MARYLAND ONLY:                 ACT FOR ALL NOTEHOLDERS, AND THE RIGHT OF
                                                THE NOTEHOLDERS OF 25% IN THE PRINCIPAL
THESE   SECURITIES    ARE    EXEMPT   FROM      AMOUNT OF THE NOTES OUTSTANDING TO
REGISTRATION IN THE STATE OF MARYLAND           DECLARE THE ENTIRE ISSUE DUE AND PAYABLE.
PURSUANT TO AN ELEEMOSYNARY EXEMPTION
GRANTED MAY 20, 1997 UNDER SECTION 11-601(9)    FOR RESIDENTS OF VIRGINIA ONLY:
OF THE MARYLAND SECURITIES ACT AND
CHAPTER .04, REGULATION .01 OF THE BLUE SKY     SHARED INTEREST HAS REGISTERED $500,000 OF
REGULATIONS.                                    NOTES IN VIRGINIA.

FOR RESIDENTS OF MICHIGAN ONLY:                 FOR RESIDENTS OF WASHINGTON ONLY:

A REGISTRATION STATEMENT RELATING TO            RECEIPT OF NOTICE OF EXEMPTION BY THE
THESE SECURITIES HAS NOT BEEN FILED WITH        WASHINGTON ADMINISTRATOR OF SECURITIES
THE UNITED STATES SECURITIES AND EXCHANGE       DOES NOT SIGNIFY THAT THE ADMINISTRATOR
COMMISSION. NEITHER THE OFFICE OF FINANCIAL     HAS APPROVED OR RECOMMENDED THESE
AND    INSURANCE      REGULATION NOR     THE    SECURITIES, NOR HAS THE ADMINISTRATOR
SECURITIES AND EXCHANGE COMMISSION HAS          PASSED    UPON   THE   OFFERING.     ANY
PASSED UPON THE VALUE OF THESE SECURITIES,      REPRESENTATION TO THE CONTRARY IS A
MADE ANY RECOMMENDATIONS AS TO THEIR            CRIMINAL   OFFENSE.    ANY   PROSPECTIVE
PURCHASE, APPROVED OR DISAPPROVED THE           PURCHASER IS ENTITLED TO REVIEW FINANCIAL
OFFERING, OR PASSED UPON THE ADEQUACY OR        STATEMENTS OF THE ISSUER WHICH SHALL BE
ACCURACY OF THIS PROSPECTUS.             ANY    FURNISHED UPON REQUEST. THE RETURN OF
REPRESENTATION     TO   THE   CONTRARY     IS   THE FUNDS OF THE PURCHASE IS DEPENDENT
UNLAWFUL. SHARED INTEREST HAS REGISTERED        UPON THE FINANCIAL CONDITION OF THE
WITH THE MICHIGAN ATTORNEY GENERAL’S            ORGANIZATION.
OFFICE TO SELL $500,000 OF NOTES IN MICHIGAN
THIS YEAR.                                      NOTICE TO POTENTIAL INVESTORS IN OTHER
                                                JURISDICTIONS:
FOR   RESIDENTS       OF    GEORGIA      AND
PENNSYLVANIA ONLY:                              OTHER THAN AS DESCRIBED HEREIN, NO PERSON
                                                HAS TAKEN OR WILL TAKE ANY ACTION THAT
DUE TO STATE SECURITIES REGULATIONS THE         WOULD PERMIT A PUBLIC OFFER OF THE NOTES IN
CURRENT OFFERING OF THE SHARED INTEREST         ANY COUNTRY, STATE OR OTHER JURISDICTION.
NOTES CANNOT BE ISSUED TO NON-ACCREDITED        THE NOTES MAY NOT BE OFFERED OR SOLD,
INVESTORS IN THE FOLLOWING STATES: GEORGIA      DIRECTLY OR INDIRECTLY, AND NEITHER THIS
AND PENNSYLVANIA.                               PROSPECTUS NOR ANY FORM OF APPLICATION,
                                                ADVERTISEMENT     OR    OTHER     OFFERING
FOR RESIDENTS OF SOUTH CAROLINA ONLY:           MATERIALS MAY BE ISSUED, DISTRIBUTED OR
                                                PUBLISHED IN ANY COUNTRY, STATE OR OTHER
WITH RESPECT TO SALES OF SHARED INTEREST        JURISDICTION, UNLESS PERMITTED UNDER ALL
NOTES IN THE STATE OF SOUTH CAROLINA,           APPLICABLE LAWS AND REGULATIONS.
SHARED INTEREST NOTES ARE EXEMPT FROM
REGISTRATION PURSUANT TO AN ELEEMOSYNARY        THE DISTRIBUTION OF THIS PROSPECTUS AND
EXEMPTION GRANTED UNDER SECTION 35-1-201(7)     THE OFFERING OR SALE OF ANY NOTES IN
OF THE SOUTH CAROLINA UNIFORM SECURITIES        CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
ACT OF 2005. A DEFAULT IN PAYMENT EITHER OF     LAW. PERSONS INTO WHOSE POSSESSION THIS
PRINCIPAL OR INTEREST ON ANY ONE SHARED         PROSPECTUS COMES ARE REQUIRED BY SHARED
INTEREST NOTE SHALL CONSTITUTE A DEFAULT        INTEREST TO INFORM THEMSELVES ABOUT AND
ON THE ENTIRE ISSUE IN THE STATE OF SOUTH       TO OBSERVE SUCH RESTRICTIONS.         THIS
CAROLINA. IN SUCH SITUATION THE RIGHTS OF       PROSPECTUS DOES NOT CONSTITUTE, AND MAY


                                                                  PROSPECTUS SHARED INTEREST   | 2

CPAM: 4632912.6
NOT BE USED FOR THE PURPOSE OF, AN OFFER      FOR THE PURPOSE OF AVOIDING TAX PENALTIES
OR SOLICITATION BY ANY PERSON IN ANY          THAT MAY BE IMPOSED UNDER U.S. TAX LAWS.
JURISDICTION IN WHICH SUCH OFFER OR           THIS DISCUSSION IS PROVIDED TO SUPPORT THE
SOLICITATION IS NOT AUTHORIZED OR TO ANY      PROMOTION     OR   MARKETING   BY  SHARED
PERSON TO WHOM IT IS UNLAWFUL TO MAKE         INTEREST.    EACH TAXPAYER SHOULD SEEK
SUCH OFFER OR SOLICITATION AND NO ACTION IS   ADVICE BASED ON THE TAXPAYER’S PARTICULAR
BEING TAKEN TO PERMIT AN OFFERING OF THE      CIRCUMSTANCES FROM AN INDEPENDENT TAX
NOTES    OR   THE   DISTRIBUTION  OF   THIS   ADVISOR CONCERNING THE POTENTIAL TAX
PROSPECTUS IN ANY JURISDICTION WHERE SUCH     CONSEQUENCES OF AN INVESTMENT IN THE
ACTION IS REQUIRED.                           NOTES.

NOTICE PURSUANT TO IRS CIRCULAR 230           Shared Interest, Inc. is a 501(c)(3) non-profit
                                              organization, incorporated in the State of Delaware, with
THIS DISCUSSION IS NOT INTENDED OR WRITTEN    its place of business in New York, NY.
BY SHARED INTEREST OR THEIR COUNSEL TO BE
USED, AND CANNOT BE USED, BY ANY PERSON                                                     MAY 2012




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CPAM: 4632912.6
TABLE OF CONTENTS

OFFERING SUMMARY ....................................................................................................................................................... 7
           Overview ................................................................................................................................................................. 7
           The Shared Interest Model ..................................................................................................................................... 7
           To Make an Investment .......................................................................................................................................... 7
           History..................................................................................................................................................................... 7
DEFINED TERMS................................................................................................................................................................ 9

RISK FACTORS ................................................................................................................................................................ 11
           Risks Relating To The Notes ................................................................................................................................ 11
           Notes are Subject to Repayment Risk.................................................................................................................. 11
           The Shared Interest Guarantee Loss Reserve Fund May Be Insufficient to Cover Shared Interest’s Losses .... 11
           The Principal of and Interest on the Notes May be Reduced ............................................................................... 11
           Risks Associated with the Beneficiaries ............................................................................................................... 11
           Risks Associated with the Banks and other Financial Institutions........................................................................ 12
           The Notes are Unsecured and Uninsured Obligations ......................................................................................... 12
           Market and Interest Rate Risks ............................................................................................................................ 12
           Interest Rates........................................................................................................................................................ 12
           Best Efforts Offering.............................................................................................................................................. 12
           Liquidity................................................................................................................................................................. 13
           Tax Consequences ............................................................................................................................................... 13
           Risks Relating To Our Operations ........................................................................................................................ 13
           Country and Region Risks .................................................................................................................................... 13
           Social Risk ............................................................................................................................................................ 13
           Currency Risk ....................................................................................................................................................... 13
           Limited Experience and Operational Challenges In Issuing Guarantees in Southern Africa ............................... 13
           Dependence on Thembani for Risk Management ................................................................................................ 14
           Legal Factors ........................................................................................................................................................ 14
           Bankruptcy or Insolvency of Shared Interest........................................................................................................ 14
           Changes in Regulations........................................................................................................................................ 14
           Key Personnel....................................................................................................................................................... 14
SHARED INTEREST’S MISSION...................................................................................................................................... 14
           Why Invest in South African Communities? ......................................................................................................... 14
           Why Invest in Southern African Communities? .................................................................................................... 15
GUARANTEE ARRANGEMENTS AND CREDIT RISK MANAGEMENT ......................................................................... 16
           Relationship Between Shared Interest and TIGF ................................................................................................. 16
           How Credit Risk is Apportioned ............................................................................................................................ 17
           Beneficiary Criteria................................................................................................................................................ 17
           Due Diligence........................................................................................................................................................ 18
           Ongoing Monitoring of Credit Risk........................................................................................................................ 18
           Guarantee Loss Reserve Fund............................................................................................................................. 18
           Subordinated Debt ................................................................................................................................................ 19
           Examples of Guarantee Categories...................................................................................................................... 19
           Outstanding Guarantees....................................................................................................................................... 19
DESCRIPTION OF NOTES ............................................................................................................................................... 20
           What is a Shared Interest Note?........................................................................................................................... 20
           Who Can Invest? .................................................................................................................................................. 20
           Terms and Rates .................................................................................................................................................. 20
           Interest Calculation ............................................................................................................................................... 21
           How to Invest / Purchase Methods ....................................................................................................................... 21



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CPAM: 4632912.6
            Other Indebtedness .............................................................................................................................................. 21
            Secondary Market................................................................................................................................................. 21
            Increasing an Investment...................................................................................................................................... 22
            Renewals .............................................................................................................................................................. 22
            Early Redemption ................................................................................................................................................. 22
            Prepayment........................................................................................................................................................... 23
            Events of Default................................................................................................................................................... 23
            Transfer on Death ................................................................................................................................................. 23
            Tax Reporting ....................................................................................................................................................... 23
            Financial Statements ............................................................................................................................................ 23
DISTRIBUTION.................................................................................................................................................................. 23
            Definitive Notes..................................................................................................................................................... 23
            Online Notes ......................................................................................................................................................... 24
USE OF PROCEEDS ........................................................................................................................................................ 24
            Summary............................................................................................................................................................... 24
            Investment of Note Proceeds ............................................................................................................................... 24
            Reporting on Guarantee Activity........................................................................................................................... 24
DESCRIPTION OF ORGANIZATION................................................................................................................................ 25

LEGAL PROCEEDINGS.................................................................................................................................................... 25

BOARD OF DIRECTORS .................................................................................................................................................. 25

KEY PERSONNEL............................................................................................................................................................. 26

RELATED PARTY TRANSACTIONS ................................................................................................................................ 27

CAPITALIZATION.............................................................................................................................................................. 27

INVESTOR GUIDE ............................................................................................................................................................ 28
            Shared Interest Notes and Interest....................................................................................................................... 28
            Self-Directed Individual Retirement Accounts ...................................................................................................... 29
            Redemption........................................................................................................................................................... 29
            Renewals .............................................................................................................................................................. 29
            Recourse............................................................................................................................................................... 30
            Investor Communication ....................................................................................................................................... 30
            Manner of Transactions ........................................................................................................................................ 30
            Tax Considerations ............................................................................................................................................... 30
            Payments and Contributions of Interest................................................................................................................ 30
            Below Market Investments.................................................................................................................................... 31
            Backup Withholding and Information Reporting ................................................................................................... 31
            Tax Identification Number..................................................................................................................................... 31
            Tax Reporting ....................................................................................................................................................... 31

APPENDIX A
            Form of Shared Interest Definitive Note

APPENDIX B-1
            Shared Interest Investor Application




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CPAM: 4632912.6
APPENDIX B-2
          Shared Interest Investor Questionnaire

APPENDIX C
          Audited Financial Statements of Shared Interest
          (Note - These statements constitute a separate PDF)




                                                                PROSPECTUS SHARED INTEREST   | 6

CPAM: 4632912.6
OFFERING SUMMARY                                             To Make an Investment

Overview                                                     Shared Interest Notes are available for purchase in two
                                                             different forms:
Shared Interest, Inc. is a non-profit organization
established in 1994 to enable United States Investors to     (1) Definitive Notes, which can be purchased by
provide financial support to economic development            completing the Shared Interest Investor Application
initiatives in low-income South African and other            Form contained in this Prospectus, or by contacting
Southern African communities of color. Shared Interest       Shared Interest at 1-212-337-8547. Potential Investors
seeks investments from individuals and institutions          can also contact their brokers or financial planners for
through the purchase of Notes issued by Shared               further information or to purchase Notes.
Interest as described in this Prospectus.
                                                             (2) Online Notes, which        can    be   purchased    at
The Shared Interest Model                                    www.microplace.com.

Rather than acting as a lender, Shared Interest uses its     Investors in Definitive Notes are encouraged, but not
capital to provide guarantees to support loans made by       required, to donate a portion of the interest earned on
financial       institutions     serving     disadvantaged   their Notes to Shared Interest to help cover the cost of
communities.        The proceeds from Shared Interest        preparing, issuing and monitoring Guarantees.
Notes and Other Indebtedness are pooled and pledged
as security for Guarantees to South African or other         Please see “Description of Notes” below for a further
Southern African Lenders. Guarantees are used to             description of the Notes and instructions for purchasing
increase the willingness of banks and other financial        them. Shared Interest Notes are a financial vehicle for
institutions to provide credit to community development      individual and institutional investors seeking to provide
financial institutions, microfinance organizations,          community development financial institutions and other
cooperatives and other community organizations whose         community organizations in South Africa and the
missions      include      low-cost    housing,   economic   Southern African Region with access to capital. An
development and business development in low-income           investment in the Notes will bear a significantly higher
urban and rural South African or other Southern African      degree of risk than many other investments that provide
communities. Beneficiaries are selected on the basis of      an equal or greater rate of return, and there can be no
their ability to provide access to capital to individuals    assurance that Investors will not lose all or a part of the
and communities previously denied such access, to            principal of, and interest on, their Notes. Shared
increase their clients’ leadership skills and technical      Interest is not a mutual fund. Shared Interest Notes are
capacity and to enhance the environment, among other         unsecured obligations and are not deposits or
criteria.                                                    obligations of, or guaranteed or endorsed by, any bank
                                                             or other entity, and are not insured by any federal or
Shared      Interest’s   philosophy is     to    promote     state agency or other entity.
accountability and sustainability in the borrowing cycle
by seeking to allocate credit risk among the                 History
Beneficiaries, the Lenders, the Organization, the
Thembani International Guarantee Fund (Shared                Shared Interest opened its offices in New York City in
Interest’s South African partner organization) and the       September 1994 to provide a vehicle for United States
Investors. As such, Shared Interest guarantees only a        investors to participate in building an equitable South
portion of any given loan to a Beneficiary. Shared           Africa after the abolition of apartheid. In 1996, Shared
Interest believes that requiring the Lenders to share the    Interest helped to create Thembani as a not-for-profit
credit risk encourages the Lenders to actively evaluate,     South African organization. Through Thembani, Shared
monitor and assist the Beneficiaries and develop             Interest seeks to leverage locally available knowledge
experience in extending credit to them.                      and credit, build on South African and other Southern
                                                             African capacity and infrastructure, and strengthen the
Shared Interest maintains a guarantee loss reserve           local economy to enhance the self-sufficiency of
fund, created out of its unrestricted net assets, to cover   communities and the country or region as a whole.
potential defaults by Beneficiaries. To date, Shared
Interest has maintained sufficient reserves in the           Shared Interest was launched as a project of the Fund
Shared Interest GLRF to cover all of its losses on           for a Free South Africa, a U.S. tax-exempt public
Guarantees.                                                  foundation formed by exiled South Africans of color in
                                                             the U.S. during the 1980’s to fund human rights,


                                                                                    PROSPECTUS SHARED INTEREST      | 7

CPAM: 4632912.6
economic and social development initiatives           for   Reserve Fund, and the allocations Shared Interest
disadvantaged communities in South Africa.                  makes to cover a portion of TIGF’s operational
                                                            expenses.
The importance of Shared Interest’s work has been
recognized by: Former President Nelson Mandela;             In 2008, Shared Interest and TIGF decided to begin to
South African Finance Minister Trevor Manual;               extend their work by guaranteeing loans to
Archbishop Emeritus Desmond Tutu; Anglican                  Beneficiaries in the broader Southern African Region.
Archbishop Emeritus Njonkulu Ndungane; Brigalia             References to Southern Africa in this Prospectus reflect
Hlope Bam, former General Secretary of the South            the Organization’s expansion of activities to the broader
African Council of Churches; the Southern African           Southern African Region.
Catholic Bishops’ Conference; and South Africa’s
Jewish Board of Deputies. Shared Interest and TIGF          The aggregate principal balance of the outstanding
work     collaboratively with     the   South  African      Shared Interest Notes was $12,015,627 as of
government’s Ministry of Planning and Departments of        December 31, 2011 and the Shared Interest GLRF
Trade and Industry, Finance and Housing to ensure that      balance stood at $977,524. Shared Interest’s net
the efforts of Shared Interest and TIGF complement the      assets stood at $1,901,884.
government’s development initiatives.
                                                            Since inception, as of December 31, 2011, Shared
Since inception, Guarantees arranged by Shared              Interest has incurred losses on Guarantees for four
Interest have helped low-income South Africans and          former Beneficiaries, totaling $489,529, or 2.98% of
other Southern Africans of color create more                total Guarantees issued. In part because Shared
than 131,202       small    and     microenterprises and    Interest has maintained sufficient reserves in the
1,838,244 permanent and temporary jobs, and build or        Shared Interest GLRF to cover losses on Guarantees,
improve 120,384 secure, low-cost homes. The majority        to date no Investor has lost interest or principal on their
of the ultimate beneficiaries are women. Interest           Notes.
donations by Investors and additional individual and
institutional donations and grants fund Shared Interest’s
operating costs, the Shared Interest Guarantee Loss




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CPAM: 4632912.6
DEFINED TERMS

In addition to the capitalized terms defined elsewhere in this Prospectus, the following capitalized terms have the
respective meanings set forth below:

Authorized Broker-Dealer         A broker-dealer that has entered into a Broker Agreement with Shared Interest to
                                 make Shared Interest Notes available to Investors.

Beneficiary                      A community development organization that receives the benefit of the Guarantee(s)
                                 enabling the organization to access credit from South African and other Southern
                                 African financial institutions.

Broker Agreement                 A contract between Shared Interest and a broker-dealer that authorizes the broker-
                                 dealer to make available Shared Interest Notes to Investors.

Charitable Contribution          The amount of interest, if any, an Investor purchasing a Definitive Note elects, at the
                                 time of the investment, to donate to Shared Interest to help cover the cost of
                                 preparing, issuing and monitoring Guarantees.

Code                             The Internal Revenue Code of 1986, as amended.

Definitive Note                  A Shared Interest Note purchased directly from Shared Interest.

Gross Interest Rate              The rate of interest, as listed in the Wall Street Journal, for United States Treasury
                                 Notes with similar maturities to the Shared Interest Note. The Gross Interest Rate is
                                 determined at the time of the investment.

Guarantee(s) or Shared           A promise, in the form of a letter of credit arranged for by Shared Interest, to repay a
Interest Guarantee(s)            portion of a Beneficiary’s loan from a Lender in the event of a default on the loan by
                                 the Beneficiary.

Guarantee Agreement              An agreement pursuant to which a Guarantee is provided to a Lender making a loan
                                 to a Beneficiary.

Investor(s)                      United States investor(s) in Shared Interest Notes.

Lender                           A bank or other financial institution in South Africa or the Southern African Region
                                 that makes a loan to a Beneficiary pursuant to a Guarantee Agreement.

MicroPlace                       MicroPlace, Inc., a U.S.-registered broker-dealer that operates the website
                                 www.microplace.com through which Online Notes may be purchased.

Net Interest Rate                The portion of the Gross Interest Rate which is payable to a holder of a Definitive
                                 Note semi-annually after deducting any Charitable Contribution.

Note(s) or Shared Interest       Medium to long-term unsecured obligations offered by Shared Interest pursuant to
Note(s)                          this Prospectus at a fixed rate of interest, determined at the time of the investment.
                                 In the case of Definitive Notes, the investment is evidenced by a document in the
                                 form of the Shared Interest Definitive Note attached at Appendix A hereto that
                                 Shared Interest issues to an Investor committing the Organization to pay the Investor
                                 the principal balance of the Note and interest at the rate stated on the Shared Interest
                                 Investor Application. In the case of Online Notes, the investment is evidenced by an
                                 electronically delivered document committing the Organization to pay the Investor the
                                 principal balance of the Note and interest at the rate offered on www.microplace.com.




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CPAM: 4632912.6
Online Note                     A Shared Interest Note purchased electronically through MicroPlace.

Other Indebtedness              Debt incurred by Shared Interest, other than the Notes, the proceeds of which are
                                used to provide Guarantees for Beneficiaries.

Organization                    Shared Interest.

RAFAD                           The organization that launched TIGF with Shared Interest in 1995.       RAFAD and
                                Shared Interest are independent of one another.

Shared Interest                 Shared Interest, Inc., a U.S. 501(c)(3) tax-exempt non-profit organization and issuer
                                of the Notes.

Shared Interest Finance         The committee of Shared Interest that oversees Shared Interest’s finances, oversees
Committee                       the work of the TIGF Credit Committee and makes recommendations to the Shared
                                Interest Board of Directors.

Shared Interest Guarantee       The reserve fund established by Shared Interest to cover potential losses on
Loss Reserve Fund or Shared     Guarantees in the event of a loan default by a Beneficiary.
Interest GLRF

Shared Interest Investor        The application attached at Appendix B-1 hereto to be completed by the Investor that
Application                     describes the purpose and terms of Definitive Notes. Applications for Online Notes
                                may be obtained from www.microplace.com.

Shared Interest Investor        The questionnaire attached at Appendix B-2 hereto to be completed by prospective
Questionnaire                   Definitive Note Investors who reside in states where Investors must meet certain
                                income or net worth tests, as provided in the Questionnaire, in order to invest in
                                Definitive Notes.

Southern Africa(n) or           The member countries of the Southern African Development Community, including
Southern African Region         Angola, Botswana, Democratic Republic of the Congo, Lesotho, Madagascar,
                                Malawi, Mauritius, Mozambique, Namibia, Seychelles, the Republic of South Africa,
                                Swaziland, Tanzania, Zambia and Zimbabwe.

TIGF or Thembani                Thembani International Guarantee Fund, Shared Interest’s partner organization in
                                Africa.

TIGF Credit Committee           The TIGF committee that initially evaluates prospective Beneficiaries of a Guarantee
                                and approves, renews and monitors Guarantees.




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RISK FACTORS                                                  and cause losses in, the reserves in the Shared Interest
                                                              GLRF, and accordingly may negatively affect the
RISKS RELATING TO THE NOTES                                   adequacy of such reserves to cover losses on
                                                              Guarantees.      As of December 31, 2011, the total
Notes are Subject to Repayment Risk                           amount of Guarantees called has been 2.98% of the
                                                              total value of Guarantees issued. Although to date the
As with any loan, there are credit risks associated with      Shared Interest GLRF has been sufficient to cover all
purchasing a Note from (and thereby making a loan to)         amounts payable with respect to calls under the
Shared Interest. Shared Interest’s ability to repay the       Guarantees, there can be no assurance that Shared
Shared Interest Notes ultimately depends on the ability       Interest will be able to maintain the Shared Interest
of the Beneficiaries to repay the loans they have             GLRF at a level that exceeds its losses on Guarantees,
received from the Lenders. Some of the Beneficiaries          and, consequently, no assurance that Investors will not
that are most likely to benefit from the loans will be        lose all or part of the principal of and interest on their
start-up enterprises with little or no operating history.     Notes. (See discussion in sections below under
Should such Beneficiaries default on their loans from         “Guarantee      Arrangements       and     Credit    Risk
the Lenders, the Lenders may call on Shared Interest to       Management” and “Investor Guide”.)
make payments under the applicable Shared Interest
Guarantees. Depending on the extent of such losses,           The Principal of, and Interest on, the Notes May be
the Shared Interest Guarantee Loss Reserve Fund may           Reduced
not be sufficient to cover the losses, in which case
Investors could lose all or a portion of the principal of,    The terms of the Shared Interest Notes and Other
and interest on, their Shared Interest Notes. While           Indebtedness include a feature that may result in
Shared Interest has established criteria to identify which    reduction of the Investor’s principal of, or interest on,
Beneficiaries are most likely to benefit from a               the Notes and Other Indebtedness, as the case may be.
Guarantee and repay their loans, and procedures have          If amounts called in respect of the Guarantees exceed
been put into place to monitor risk and repayment             the total value of the assets in the Shared Interest
progress, there can be no assurance that the                  GLRF and, subject to the terms of any subordinated
Beneficiaries will make payments as scheduled.                debt then in place, such subordinated debt (see
Investors in the Notes must be willing to accept the          “Subordinated Debt” below), under the terms of the
possible loss of all or part of the principal of, and         Notes and Other Indebtedness, the principal amount of
interest on, their Notes resulting from default by            each Investor’s Note and the principal amount of Other
Beneficiaries.                                                Indebtedness, as the case may be, depending on
                                                              where such loss occurred and whether such Investor’s
The Shared Interest Guarantee Loss Reserve Fund               Note and Other Indebtedness is South Africa specific or
May Be Insufficient to Cover Shared Interest’s                non-South      Africa     specific,     will  be     reduced
Losses                                                        proportionally, and if such a reduction in principal is
                                                              insufficient to cover the loss allocable to an Investor,
Proceeds from Shared Interest Notes and Other                 any remaining obligation of Shared Interest to pay
Indebtedness are used to provide the underlying               interest on the Investor’s Note or Other Indebtedness
collateral that secures the Guarantees, which are             will also be reduced proportionally. If this occurs,
provided by Shared Interest to the Lenders. In the            Investors will no longer be entitled to receive the return
event that a Beneficiary’s default on its loan results in a   of the total original principal amount of, or the interest
call on a Shared Interest Guarantee to a Lender, the          on, their Notes and will not have any right to accelerate,
Shared Interest GLRF will be used to cover any losses         or demand early payment, of the Notes. Moreover,
before Investors bear any loss. There is no precise           such a reduction of principal or interest will not be an
method for predicting loan and credit losses, and             event of default under the Notes. Depending on the
Shared Interest cannot assure that its monitoring and         extent of such losses and the adequacy of reserves in
risk management procedures will effectively predict           the Guarantee Loss Reserve Funds, Investors could
such losses or that the Shared Interest GLRF will be          lose all or a part of the principal of, and interest on, their
sufficient to cover actual losses.                            Notes.

Shared Interest’s policy is to maintain reserves in the       Risks Associated with the Beneficiaries
Shared Interest GLRF of at least 5% of the total value
of its outstanding Guarantee portfolio.         Market        Shared Interest provides Guarantees to the Lenders in
developments or other factors may affect the value of,        order to increase their willingness to lend to community
                                                              organizations in South Africa or the Southern African


                                                                                     PROSPECTUS SHARED INTEREST        | 11

CPAM: 4632912.6
Region. Many Beneficiaries have little or no credit           person or entity and the Notes will not be backed by
history, posing a higher degree of risk than borrowers        any forms of collateral.
with established credit histories, and guaranteeing
loans to them may pose different types of risks than          Market and Interest Rate Risks
those generally associated with lending or providing
credit support in the banking industry. Beneficiaries         Capital and credit markets have been experiencing
may be unable to pay their loans for a number of              extreme volatility and disruption in recent periods. In
reasons including the impact of macroeconomic trends          some cases, the markets have exerted downward
and political events affecting South Africa or the            pressure on stock prices and credit capacity for certain
Southern African Region, events affecting specific types      issuers. It is Shared Interest’s policy to invest the
of businesses or natural disasters, among other factors.      proceeds of the Notes primarily in high quality bonds
It is possible that Shared Interest may experience            and deposits in U.S. financial institutions, which serve
higher levels of nonperforming loans in the future than it    as the collateral that secures the Guarantees.
has in the past, which could have a negative effect on        However, certain of these investments have lost value
Shared Interest’s ability to repay the Notes.                 since the time of investment. Shared Interest maintains
                                                              the Shared Interest GLRF primarily in bonds issued by
Risks Associated with         the   Banks     and    other    the Republic of South Africa. Market developments or
Financial Institutions                                        other factors that cause changes in interest rates or the
                                                              creditworthiness of securities issuers will affect the
Shared Interest guarantees loans issued by mainstream         value of, and may cause losses on, Shared Interest’s
South African and other Southern African banks and            portfolio of investments and the Shared Interest
other financial institutions. In the event of market          Guarantee Loss Reserve Fund. This may have a
failures or extreme economic downturns, these Lenders         negative impact on the ability of Shared Interest to
might be unable to extend the full amount of credit           cover its obligations under the Guarantees, to fund its
guaranteed by Shared Interest, or might move                  operations, including making payments on the Notes,
precipitously to liquidate Beneficiaries. Shared Interest     and to provide financial support to Thembani, which
cannot guarantee that the Lenders will not take these         may have a negative effect on Thembani’s ability to
actions, which could undermine the Beneficiaries’ ability     conduct its operations.
to repay their loans, and increase the possibility of calls
on Shared Interest Guarantees.                                Interest Rates

The Notes         are   Unsecured      and     Uninsured      Investors should be aware that the interest rates on the
Obligations                                                   Notes offered by Shared Interest may vary from time to
                                                              time. Currently Investors purchasing Definitive Notes
Shared Interest Notes are unsecured obligations and           may choose net interest rates ranging from 0-1% (see
are not deposits or obligations of, or guaranteed or          “Description of Notes ― Terms and Rates” below).
endorsed by, any bank or other entity, and are not            Rates     for   Online    Notes      are     listed    at
insured by any federal or state agency or other entity.       www.microplace.com.
Shared Interest’s ability to make principal repayments
and interest payments on the Shared Interest Notes will       Investors should be aware that if interest rates rise,
depend solely upon the financial condition and strength       Shared Interest is not legally obligated to redeem the
of Shared Interest at the time of such payments. No           principal of Shared Interest Notes prior to their maturity.
trust indenture has been or will be established to ensure     Interest rates offered for Notes may not be as high as
or secure the repayment of principal or interest.             those offered by other institutions for similar securities.
Additionally, no sinking fund has been or will be             Furthermore, risks of investment in the Notes may be
established by Shared Interest to provide for repayment       greater than implied by relatively low interest rates on
of the Shared Interest Notes except as required by            the Notes. An investment in the Notes will bear a
applicable securities laws. Therefore, the relative risk      significantly higher degree of risk than many other
level is significantly higher for the Notes than for many     investments that provide an equal or greater rate of
other securities with an equal or greater rate of return.     return.

Shared Interest Notes are solely payable by Shared            Best Efforts Offering
Interest. No insurance or guarantee of the Notes will be
provided by any government agency or instrumentality,         The sale of the Notes is a best efforts offering and there
by any affiliate of Shared Interest, by any insurance         is no minimum sales requirement. A low sales volume
company, by MicroPlace or its affiliates, or by any other     will not prompt cancellation of the offering or cause


12 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
Shared Interest to refund Note purchases to existing        Currency Risk
customers.
                                                            Shared Interest holds proceeds of the Notes in
Liquidity                                                   U.S. Dollar-denominated securities. While Guarantees
                                                            may be issued in U.S. Dollars, they are primarily issued
Shared Interest Notes are illiquid. There is no public or   in South African Rand, and as Shared Interest
secondary market for the Shared Interest Notes and          continues to expand its activities to assist Beneficiaries
none can be expected to develop in the future.              in other Southern Africa nations, Guarantees may be
Consequently, Investors should be prepared to hold the      issued in the currency of the applicable country. When
Notes to maturity.                                          a Guarantee is issued in a local currency, Shared
                                                            Interest incurs the risk that the U.S. Dollar could decline
Tax Consequences                                            in exchange value compared to the local currency while
                                                            a Guarantee is outstanding, in which case, in the event
While donations of interest to Shared Interest may be       of a default on a loan by a Beneficiary and a
tax-deductible, and while there may be certain tax          corresponding call on the Guarantee, Shared Interest
benefits for an Investor purchasing below-market            would have to use more U.S. Dollars to purchase the
securities, the principal of, and interest earned on,       local currency necessary to meet its obligations under
Shared Interest Notes are not tax-deductible. (Potential    the Guarantee.
Investors should see “Investor Guide ― Tax
Considerations” below, and seek guidance from their         In order to mitigate this currency risk, the Shared
tax advisors.)                                              Interest Guarantee Loss Reserve Fund has been
                                                            maintained primarily in Rand-denominated debt
RISKS RELATING TO OUR OPERATIONS                            instruments. Nonetheless, a portion of the Shared
                                                            Interest GLRF may remain in U.S. Dollars or U.S.
Country and Region Risks                                    Dollar-denominated securities to reduce the risk of
                                                            currency fluctuations. With this exception, Shared
All of the Beneficiaries that receive the benefit of        Interest expects to maintain in the applicable local
Shared Interest Guarantees will be based in South           currency the portion of the Shared Interest GLRF
Africa or the surrounding Southern African Region. Any      intended to cover Guarantees issued in such local
adverse events or conditions that affect these countries,   currency.
the region as a whole or other communities in which the
Beneficiaries operate (such as economic or political        Limited Experience and Operational Challenges In
instability, extreme currency exchange rate fluctuations,   Issuing Guarantees in Southern Africa
deteriorating economic conditions, or other factors) may
have a negative impact on the viability of the              To date, Shared Interest and Thembani have focused
Beneficiaries and the ability of the Beneficiaries to       their Guarantees on Beneficiaries located in South
repay their loans. Consequently, such adverse events        Africa. Despite the fact that Thembani’s staff has
or conditions that lead to Beneficiary loan defaults may    significant development finance experience in a number
increase the likelihood that calls are made on the          of other Southern African countries, neither Shared
Guarantees, and thus may negatively affect Shared           Interest nor Thembani has extensive experience issuing
Interest and its ability to pay the principal of, and       Guarantees in countries other than South Africa.
interest on, the Notes.                                     Issuing guarantees in other countries may pose
                                                            economic, political, currency, regulatory or other risks
Social Risk                                                 different from, and potentially greater than, those in
                                                            South Africa, and may introduce difficulties in
The social objectives of Shared Interest discussed in       monitoring Guarantees and communicating across a
this Prospectus may not be achieved because of              larger territory.
political, economic, social or other reasons apart from
Shared Interest or because of failures on the part of       All Shared Interest GLRF reserves are general assets
Shared Interest. Investors should be aware that there       of Shared Interest subject to claims by any Shared
is no assurance that the purchase of Notes will help to     Interest creditor in the event of Shared Interest’s default
create wealth for the poor, to promote health and social    or insolvency.
development      or   to    advance     education   and
entrepreneurship in developing countries.




                                                                                  PROSPECTUS SHARED INTEREST      | 13

CPAM: 4632912.6
Dependence on Thembani for Risk Management                   may lose all or part of the principal of, and interest on,
                                                             their Notes.
The initial evaluation of prospective Beneficiaries and
the approval, renewal and monitoring of Guarantees are       Changes in Regulations
carried out by the TIGF staff and the TIGF Credit
Committee, which consists of representatives from            Changes in federal or state laws, rules or regulations
Shared Interest and TIGF. At present Shared Interest         regarding the sale of securities by religious, charitable
is the sole source of Thembani’s capital, and Thembani       or other non-profit organizations may make it more
is highly dependent on the continued support of Shared       costly and difficult for Shared Interest to offer and sell
Interest for operational purposes. Thembani’s audited        Shared Interest Notes in the future. Such occurrence
financial statements for the year ended December 31,         could result in the decrease in the total value of Shared
2010 include a statement that TIGF’s classification as a     Interest Notes sold by Shared Interest. At this time,
going concern rests on the assumption of continued           however, Shared Interest does not contemplate or
donor support.                                               foresee curtailing or eliminating the sale of Shared
                                                             Interest Notes.
Because of Shared Interest’s dependence on Thembani
for Guarantee risk management functions, if Thembani         Key Personnel
lacked sufficient funds to complete such functions
Shared Interest might determine that it was in the           The Executive Director or any member of the senior
Organization’s best interest to provide additional           management team could leave Shared Interest at any
support to Thembani.                                         time, leaving a temporary vacancy in their position.
                                                             Shared Interest tries to ensure a depth of management
In the event of the bankruptcy, insolvency or other          such that departures will not impede Shared Interest’s
winding up of TIGF, or in the event that TIGF ceases to      functioning. However, there can be no assurance of
operate as a going concern, Shared Interest’s ability to     continuity in Shared Interest’s key personnel or that loss
manage its risk in connection with the Guarantees            of staff will not adversely impact the operations of
would be negatively affected. In such an event, Shared       Shared Interest or of the entities with which it works.
Interest would need to secure or create another risk
management partner to undertake the functions                SHARED INTEREST’S MISSION
currently performed by TIGF. Neither our financial
statements nor those of Thembani include any                 Why Invest in South African Communities?
adjustments that might result from Thembani’s inability
to continue as a going concern, Thembani’s bankruptcy,       South Africa has successfully and peacefully abolished
insolvency or other winding up, or Thembani’s inability      the legal and political system known as apartheid.
to carry out its risk management functions with respect      Nonetheless, South Africa has inherited from its colonial
to the Guarantees.                                           and apartheid past an economic system that
                                                             concentrated wealth and opportunity largely in the
Legal Factors                                                hands of its white population (9.2 percent of total
                                                             population according to July 2008 estimates by
As Shared Interest and TIGF may operate in a number          Statistics South Africa).       Despite South Africa’s
of countries and conclude transactions and agreements        remarkably peaceful transition to democracy, repeal of
subject to laws in a number of jurisdictions, there can      discriminatory laws, and installation of the country’s first
be no assurance that such transactions and                   fully democratically elected government in 1994, South
agreements will be upheld or enforceable. Losses due         Africa’s    black    majority    remains     economically
to invalidated or unenforceable contracts may                disenfranchised.      Notwithstanding the significant
negatively impact the financial results of Shared Interest   initiatives of South Africa’s new government–and an
or TIGF and therefore may have a negative impact on          internationally recognized precedent-setting constitution
the ability of Shared Interest to make payments on the       that upholds economic and social rights – eighteen
Notes.                                                       years after the end of apartheid, nearly 50 percent of
                                                             South Africans continue to live in poverty, nearly one in
Bankruptcy or Insolvency of Shared Interest                  four job-seekers is unemployed, and one black family in
                                                             five resides in a shack.
In the event of the bankruptcy, insolvency or other
winding up of Shared Interest, payments on the Notes         Shared Interest enables individuals and institutions in
to Investors may be delayed or reduced and Investors         the United States to participate in redressing



14 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
apartheid’s economic legacy and accelerating the               solicits and reviews applications from around the
development of South Africa’s lowest income                    Southern African region to ensure economic and
communities of color by providing them access to               geographic diversity over time.
capital and the technical assistance required to use
credit productively. Shared Interest’s Investors help to       Since 1994, Shared Interest Guarantees have helped to
strengthen South African Beneficiaries such as                 create 131,202 small and microenterprises and
microfinance institutions and other organizations that         1,838,244 permanent and temporary jobs, and build or
provide financial and other services to economically           improve 120,384 secure and low-cost homes. All of
marginalized township and rural residents.          This       Shared Interest’s ultimate beneficiaries are low-income
guarantee program is strategic because it encourages           South or Southern Africans of color -- the majority of
South Africa’s major financial institutions to lend to         them women.
communities previously excluded from credit because
of their racial, ethnic, gender, geographic and economic       Why Invest in Southern African Communities?
profiles.
                                                               Shared Interest has begun to extend its work into
The loans serve as an important source of credit for the       Southern Africa, recognizing that South Africa cannot
Beneficiaries, which include community development             survive as an island of wealth in a sea of poverty, and
financial institutions (“CDFIs”), nongovernmental              that the peace and prosperity of the region’s countries
organizations (“NGOs”) and other community-based               are closely linked. South Africa and the other 14
organizations that provide financial and non-financial         members of the Southern African Development
services. The Beneficiaries, in turn, lend to small            Community (SADC) share a long history of
business owners and microentrepreneurs, collective or          interdependence. SADC members include Angola,
cooperative economic development initiatives and               Botswana, Democratic Republic of the Congo, Lesotho,
affordable housing projects in low-income South African        Madagascar, Malawi, Mauritius, Mozambique, Namibia,
communities that have historically been denied                 Seychelles, the Republic of South Africa, Swaziland,
traditional bank financing for reasons of race, gender or      Tanzania, Zambia and Zimbabwe. Known for their
income.                                                        abundant natural resources – particularly precious
                                                               stones, strategic metals and minerals – the countries
By covering a portion of the risk that mainstream banks        were colonized by six different European powers. The
and other financial institutions incur, in addition to         colonial legacy left more than 70% of the
providing technical assistance in lending to low-income        region’s 76 million people below the international
communities, Shared Interest and TIGF increase the             poverty line ($2 a day), and 40% living on less than $1
capacity and motivation of these institutions to extend        a day in extreme poverty.        A recent food crisis,
credit to Beneficiaries they have previously failed to         exacerbated by chronic malnutrition and poor access to
serve. The Guarantees also provide leverage by                 water, threatened approximately 14 million people in the
requiring financial institutions to lend more than the         region with starvation.
guaranteed amount.         Through this process, South
African financial institutions learn about the economic        Since the 1960’s, as Southern Africans worked to
viability of Beneficiaries and develop experience in           establish successful independent states, they further
extending credit to them.                                      confronted political barriers to peaceful development
                                                               and economic integration. These included the attempts
Shared Interest also works with TIGF to strengthen             by white minority governments in the former Rhodesia
CDFIs, NGOs and community businesses and                       and South Africa to discourage support for their own
cooperatives operating in these sectors by supplying           liberation movements by sponsoring civil wars in the
the technical assistance they require to access and            region, attacking their neighbors and undermining their
utilize credit and other financial resources. The primary      economies. Nonetheless, South Africa has built much
relationship is with the Beneficiary that brings the           of its wealth with the help of immigrant labor, as low-
commitment of a Guarantee to the bank when applying            wage workers from across its borders flocked to its
for credit. Before agreeing to issue a Guarantee, TIGF         mines, fields and factories. Cross-border trade and
provides technical assistance in the use of financial          remittances are currently a ZAR 6.2 billion industry in
tools in order to strengthen the Beneficiary and its credit    South Africa alone.
capacity, while helping it diversify its sources of capital.
In the process, TIGF enhances the organization’s               In this context, the SADC nations recognize that their
capacity to access credit and enables it to assist more        economic growth and integration are key to the region’s
borrowers, diversify its funding sources, and boost its        peaceful, democratic and sustainable development.
own operating revenues and self-sufficiency. TIGF              They have launched economic initiatives to expand


                                                                                    PROSPECTUS SHARED INTEREST    | 15

CPAM: 4632912.6
their combined market and market share, and begun to        professional with experience in designing and
focus on reducing the acute disparities of income both      managing community development finance programs in
within their borders and between their countries. Key to    Asia, Latin America, Eastern Europe and seven African
this effort is providing support for the small, medium      countries. He designed and founded Zambuko Trust, a
and microenterprise sector, which accounts for 80% of       leading microenterprise credit institution in Zimbabwe,
the region’s new and existing jobs.                         and Ikusassa Empowerment Trust, a microfinance
                                                            institution in South Africa. He has also conducted
At a conference organized by TIGF in 2006, entitled         consultancies and special projects for institutions
‘Innovations in Development Finance in Southern             including the United Nations Development Program,
Africa,’ Shared Interest and TIGF began to gather           African Development Bank, World Vision, Opportunity
information and build a network of thriving microfinance    International, Feed the Children International, and the
institutions, cooperatives, associations and banks          National Job Creation Service Micro-enterprise
operating in the region. These data and relationships --    Programme in Namibia. Mr. Maphenduka previously
and TIGF staff’s experience in the region -- will provide   served as Thembani’s General Manager of Operations,
support for Shared Interest Guarantees to help              and has an undergraduate degree in accounting and a
Southern Africans create businesses and jobs,               masters’ degree in Development Finance from the
affordable homes and productive communities. In the         University of Birmingham, United Kingdom.
process they will also help to diminish the region’s
distortions and disparities, and strengthen the             The Chair of Thembani’s Board of Directors, Peter
foundation for its peaceful, sustainable and democratic     Gordon, is an independent financial consultant and
development.                                                founder of Crest Consulting.          He is a chartered
                                                            accountant with 33 years of international experience in
GUARANTEE ARRANGEMENTS AND                                  banking and corporate finance, having focused on
CREDIT RISK MANAGEMENT                                      emerging and financial markets, wholesale and retail
                                                            banking, African expansion, company turnarounds,
                                                            management, training and consultancy.             He has
Proceeds from the sale of the Notes and Other
                                                            developed and runs a mentoring program for Absa
Indebtedness are used as security for Guarantees
                                                            Bank Limited, South Africa’s largest retail bank, to
provided to financial institutions that lend to
                                                            assist and coach some 50 emerging black-owned small,
Beneficiaries. A Guarantee takes the form of a letter of
                                                            medium and mircroenterprises. Prior to starting Crest,
credit arranged for by Shared Interest on behalf of
                                                            Mr. Gordon sat on the Board of Directors of, and had
TIGF, and which TIGF, pursuant to a Guarantee
                                                            executive responsibility for, the international and African
Agreement, provides to the Lender(s) making a loan to
                                                            operations of Absa Bank in South Africa.
the Beneficiary.
                                                            Shared Interest pays TIGF a fee for placing
Relationship Between Shared Interest and TIGF
                                                            Guarantees, equivalent to a percentage of the value of
                                                            the Guarantees. In addition, Shared Interest provides
TIGF is Shared Interest’s primary South African partner
                                                            an annual operating subsidy to TIGF to help cover the
organization and the entity through which Shared
                                                            cost of monitoring the Guarantees, reporting to Shared
Interest provides Guarantees to Lenders that lend to
                                                            Interest and providing technical assistance to
Beneficiaries.    TIGF is a not-for-profit corporation
                                                            Beneficiaries and financial institutions. Shared Interest
organized under Section 21 of the South African
                                                            has the right to appoint members of TIGF’s Board of
Companies Act. In 1996, Shared Interest and RAFAD,
                                                            Directors. As of December 31, 2011, there were four
an international development foundation based in
                                                            directors on TIGF’s Board that are appointees of
Switzerland, created TIGF with the common objective of
                                                            Shared Interest. Shared Interest representatives hold a
establishing a South African-based development
                                                            majority of the positions on the TIGF Credit Committee,
finance partner with intrinsic knowledge and expertise in
                                                            which approves and monitors Guarantees, while TIGF
the country. Cooperation with TIGF provides Shared
                                                            representatives hold the remainder.         Through its
Interest with access to local and regional knowledge
                                                            participation on the TIGF Credit Committee, Shared
and expertise. Because TIGF is locally based, it has
                                                            Interest ensures that Guarantees backed by Shared
the ability and flexibility to respond to the needs of
                                                            Interest funds are consistent with Shared Interest’s
South African development organizations and to build
                                                            priorities, policies and parameters. Shared Interest
relationships with South African financial institutions.
                                                            does not have any ownership interest in TIGF.
Thembani’s Chief Operating Officer is Evans
                                                            Thembani is dependent on the continued support of
Maphenduka, a seasoned development finance
                                                            Shared Interest. Shared Interest is the sole source of


16 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
capital for the Guarantees provided by TIGF. In               4. If Shared Interest incurs losses on the Guarantees
addition, funds from Shared Interest account for a               in excess of the Shared Interest GLRF, such
substantial portion of TIGF’s operating revenues. In the         excess losses (the “Excess Loss Amount”) will be
notes to its financial statements for fiscal year 2010,          allocated among Investors and holders of Other
Thembani reported that its classification as a going             Indebtedness in the same proportion that the
concern rests on the assumption of continuing support            principal amount of each Note and Other
from donors.                                                     Indebtedness then outstanding held by such person
                                                                 bears to the principal amount of all Notes and Other
How Credit Risk is Apportioned                                   Indebtedness then outstanding (subject to the
                                                                 immediately succeeding paragraph).                The
Guarantee arrangements are principally defined in a              calculation will be made as of the date an Excess
Guarantee Agreement entered into among TIGF, the                 Loss Amount arises from Shared Interest being
Lender, and the Beneficiary of the loan. The terms of            required to pay cash or other property to a third
each Guarantee Agreement vary and depend on the                  party in satisfaction of its obligations pursuant to a
counterparties and the type of loan, among other                 Guarantee.
factors. Risk is apportioned among the Beneficiary, the
Lender, Shared Interest and Investors as follows:                 In the event that Shared Interest incurs losses in
                                                                  excess of the Shared Interest GLRF arising out of
1. If the Beneficiary is able to provide security for its         Guarantees for loans to Beneficiaries in South
   loan, the Guarantee Agreement may allocate the                 Africa, such Excess Loss Amount will be allocated
   first risk of default on the loan to the Beneficiary.          on a pro rata basis among all of the holders of
   Beneficiaries are encouraged, to the best of their             Notes and Other Indebtedness that are South Africa
   abilities, to maintain their own reserves against              specific and Notes and Other Indebtedness that
   potential losses and to take the first loss, before            cover the broader Southern African Region. In the
   Shared Interest and the Lender.                                event that Shared Interest incurs losses in excess
                                                                  of the Shared Interest GLRF arising out of
2. If the Beneficiary does not pledge collateral for its          Guarantees for loans to Beneficiaries in the broader
   loan or the loss on the loan exceeds the value of              Southern African Region (excluding South Africa),
   the collateral pledged by the Beneficiary, the                 such Excess Loss Amount will be allocated on a pro
   remainder of the loss is allocated among the                   rata basis among all of the holders of Notes and
   Lender, any additional guarantors and Shared                   Other Indebtedness that cover such broader
   Interest, according to a formula set forth in the              Southern African Region, but such Excess Loss
   Guarantee Agreement.                                           Amount will not be allocated among holders of
                                                                  Notes and Other Indebtedness that are South Africa
3. Historically, Shared Interest has collectively                 specific.
   guaranteed between 19% and 75% of a given loan
   to the Beneficiary. By guaranteeing only a portion         Beneficiary Criteria
   of any given bank loan to the Beneficiary, Shared
   Interest requires South African and other Southern         Before it is determined they are eligible for a
   African financial institutions to share the credit risk.   Guarantee, potential Beneficiaries are first screened for
   Should the Beneficiary be unable to repay its loan,        financial soundness and then evaluated according to
   the Lender(s) would share the loss with Shared             the criteria established by the TIGF Credit Committee.
   Interest.                                                  In assessing a potential Beneficiary’s financial
                                                              soundness, TIGF staff consider whether the
     By providing partial Guarantees, Shared Interest         organization demonstrates the ability to repay its loan
     ensures that the Lenders also have a financial           based on sound financial projections.               Each
     interest in evaluating, monitoring and supplying         organization is required to submit an application and its
     technical assistance to the Beneficiaries. The           most recent annual audit to TIGF and to provide
     ultimate goal is to phase out each Guarantee,            additional information, as discussed below under “Due
     leaving a more self-sufficient and knowledgeable         Diligence”.        Prospective     Beneficiaries   whose
     borrower to deal directly with a bank that has itself    applications are endorsed by TIGF staff are forwarded
     become      a   more      experienced    community       to the TIGF Credit Committee for its consideration.
     development lender. Guarantees may be renewed            Additional criteria established by the TIGF Credit
     based upon satisfactory performance and review.          Committee for evaluation of a potential Beneficiary
                                                              include, but are not limited to, whether the Beneficiary’s
                                                              initiatives:


                                                                                     PROSPECTUS SHARED INTEREST    | 17

CPAM: 4632912.6
1. Have been developed and implemented by, and                 evaluates each Beneficiary individually on a quarterly
   designed to benefit individuals and communities             basis, and reports the results to the TIGF Credit
   previously denied access to capital;                        Committee and to the Shared Interest Finance
                                                               Committee, which recommends adjustments to the
2. Represent models of economic development that               Shared Interest GLRF and reserves that Thembani
   include participatory, collaborative and cooperative        records on its financials as appropriate to cover the risk
   arrangements in low income communities;                     associated with the outstanding Guarantees. As part of
                                                               the process, Beneficiaries are required to submit
3. Increase the leadership and technical capacity of           financial statements and reports to TIGF.
   community financial organizations;
                                                               As part of their quarterly review, the TIGF Credit
4. Advance the objectives of national programs                 Committee and the Shared Interest Finance Committee
   supporting      equitable      reconstruction       and     evaluate and assign a level of risk to each outstanding
   development in keeping with the economic and                Guarantee. The risk ratings take into account factors
   social rights outlined in South Africa’s constitution;      including financial strength, performance and stability,
                                                               management capacity and continuity, operational
5. Enhance the environment; and                                efficiency and productivity, and the Beneficiary’s
                                                               relationship with TIGF, as well as political, sectoral,
6. Draw upon investment resources generated from               environmental and regulatory factors. These ratings
   within the surrounding society while seeking to             may also reflect information the committees have
   leverage funds from Southern African financial              gathered from banks, vendors, purchasers and
   institutions that would otherwise be inaccessible.          additional technical assistance partners.

Due Diligence                                                  In addition to the quarterly review, the TIGF Credit
                                                               Committee meets as needed to assess the quality and
All applicants for Guarantees are required to provide          risk of outstanding Guarantees, and to facilitate the
the TIGF Credit Committee with up to three years of            issuance and renewal of Guarantees.
historical financial information as well as organizational,
management and program information. In addition, due           TIGF     maintains     regular  communications      with
diligence will include meetings and onsite visits with the     Beneficiaries, banks, technical assistance partners,
applicant and a review of the lending or project criteria      suppliers and purchasers. TIGF staff visit Beneficiaries
and project track record, the applicant’s capital              as needed (normally once a quarter, but more
structure, the status of the applicant’s loan portfolio, the   frequently if there is a concern or if TIGF is providing
applicant’s liquidity, operations and management track         technical assistance).
record, and compatibility of the project with the goals of
Shared Interest and TIGF. Consideration is also given          In the event that a Beneficiary appears likely to
to any collateral to be provided by the applicant, any         experience difficulty in repaying its loan, TIGF works
other credit support to be provided in connection with         with the Beneficiary, bank and other partners to design
the loan to the applicant, and the resources of the            a strategy to avoid default and restore the stability,
Shared Interest GLRF. Due diligence is completed               productivity and repayment schedule of the Beneficiary.
prior to a determination of eligibility by the TIGF Credit
Committee.                                                     TIGF draws upon the services of staff, local consultants
                                                               and voluntary advisors, as well as experts with
Periodically, the TIGF Credit Committee seeks the              international development finance experience, in order
assistance of paid consultants and voluntary advisors          to visit, evaluate and provide ongoing technical
with experience in the development sectors and parts of        assistance to Beneficiaries needed to address any
the country or region in which investments are made.           identified risks, to enhance the Beneficiaries’ capacity to
On occasion, the Committee also seeks skills of experts        repay their loans, and to accelerate their progress
in international development finance.                          toward self-sufficiency.

Ongoing Monitoring of Credit Risk                              Guarantee Loss Reserve Fund

Shared Interest and TIGF seek to maintain an                   The Shared Interest Guarantee Loss Reserve Fund
appropriate balance of risk exposures throughout the           was created by Shared Interest’s Board of Directors out
Guarantee portfolio. After Guarantees are issued, TIGF         of its unrestricted net assets to cover potential defaults
                                                               by Beneficiaries. Shared Interest’s objective is to


18 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
maintain the Shared Interest GLRF at a level equal to at   particular needs of Beneficiaries and Lenders during
least 5% of its outstanding Guarantees. Historically,      South Africa’s first recession in 17 years. Shared
Shared Interest has maintained reserves in the Shared      Interest resumed issuing Guarantees during the final
Interest GLRF at a level between 5% and 22.2% of the       quarter of 2010, issued four new Guarantees in 2011
total value of its outstanding Guarantee portfolio.        and anticipates accelerating the process and expanding
Shared Interest adjusts that amount, if needed and to      its Guarantee portfolio during 2012.
the extent funds are available, on a quarterly basis to
cover the level of risk reported by TIGF. The Shared       Examples of Guarantee Categories
Interest GLRF requirements are calculated in
accordance with a general framework determined by          Through TIGF, Shared Interest provides Guarantees for
the risk-rating of individual Guarantees, with 5%          loans to Beneficiaries that, in turn, extend credit and
assigned to Guarantees bearing minimum risk and 40%        other forms of support to the following sectors:
for high risk Guarantees. Should the need arise,
Guarantees may be reserved at a higher level.                 Small and microenterprises: individuals and peer
                                                               groups seeking to launch and strengthen small and
In the event that Shared Interest incurs losses on the         microenterprises.
Guarantees, the Shared Interest GLRF is used to cover
this loss before any risk is allocated to Investors.          Low-cost housing, community facilities and
Guarantees are not approved if the risk associated with        infrastructure: emerging contractor enterprises that
them exceeds Shared Interest’s capacity to cover it with       construct low-cost housing as well as schools,
its GLRF.                                                      community facilities, roads, drainage and clean
                                                               water systems and/or lend to low-income residents
Although Shared Interest will endeavor to separately           building or expanding their own homes. Prioritized
manage the risk associated with its South African and          contractors and residents include those who,
other Southern African activities, the assets of the           because of their color, gender and/or incomes,
Shared Interest GLRF are general assets of Shared              have been denied access to credit.
Interest subject to claims by any Shared Interest
creditor in the event of Shared Interest’s default or         Rural development: rural enterprises that create
insolvency.    As of December 31, 2011, Shared                 jobs and advance the development of the broader
Interest’s audited financials show guarantee loss              community.
reserves totaling $977,524 on outstanding and
approved Guarantees of $4,110,121.                         Outstanding Guarantees
Subordinated Debt                                          Guarantees are most frequently issued in South African
                                                           Rand but may be issued in other currencies. The
From time to time, Shared Interest seeks a layer of        following Guarantees (issued in Rand) were
subordinated debt for the purpose of protecting            outstanding as of March 31, 2012, and are listed in
Investors’ principal from losses resulting from            U.S. Dollars using an exchange rate of ZAR 7.6745 =
Beneficiary defaults that may exceed the amount of         $1 U.S.
Shared Interest’s GLRF.
                                                           Beneficiary Name     Economic        Agreement    Guarantee
During 2009, Shared Interest entered into a                                     Sector          Expiry       Amount
subordinated credit facility of $3,000,000 by the          SEF (ABSA)           Micro Finance   12/06/2012   $488,631
Overseas Private Investment Corporation (OPIC).            Norufin Housing      Housing         02/07/2014   $977,262
Shared Interest may activate portions or the full amount   (RHLF)
of the facility through October 30, 2014, and must repay   Matrix Computer      Info.           02/07/2014   $48,863
any funds it borrows before the facility expires on        (Swazibank)          Technology
October 30, 2016. The funds drawn down can only be         One Vision (ABSA)    Agriculture     07/15/2014   $347,124
used to cover losses resulting from Beneficiary defaults   Mutha Agricultural   Farming         07/26/2014   $97,726
                                                           Svcs
that exceed the amount in Shared Interest’s GLRF.
                                                                                                             $1,959,606
Shared Interest would plan to access these funds
before reducing the principal on its Notes.

Shared Interest and TIGF suspended issuing new
Guarantees during the first nine months of 2010 in
order to enable TIGF to focus on addressing the


                                                                                   PROSPECTUS SHARED INTEREST     | 19

CPAM: 4632912.6
DESCRIPTION OF NOTES                                        Shared Interest Notes pay Investors a fixed rate of
                                                            interest, which may be below market. As market
What is a Shared Interest Note?                             interest rates change, Shared Interest will periodically
                                                            issue new interest rate schedules for prospective
A Shared Interest Note is an unsecured debt security of     Investors. The interest rates on outstanding Notes will
Shared Interest that provides a fixed rate of interest,     not be affected by any changes to the rate schedule for
determined at the time of the investment. The proceeds      subsequent Investors. (See “Investor Guide ― Below
from Shared Interest Notes and Other Indebtedness are       Market Investments” below.)
pooled and pledged as security for Guarantees for
loans to Beneficiaries. Proceeds from Definitive Notes      Interest rates are fixed at the outset of the investment
are used as security for loans to Beneficiaries in South    and paid as simple interest. For Definitive Notes, the
Africa or the Southern African Region. Proceeds from        interest paid is net of the deduction of any interest an
Online Notes are used as security for loans to              Investor might choose to donate to Shared Interest as a
Beneficiaries in South Africa only. Shared Interest may     Charitable Contribution.
in the future describe in a prospectus supplement for a
particular offering of Online Notes a program under         The Notes are unsecured obligations and are not
which proceeds from the offering are targeted toward        deposits or obligations of, or guaranteed or endorsed
one or more projects. All Shared Interest Notes,            by, any bank or other entity, and are not insured by any
whether or not issued as part of a targeted program, are    federal or state agency or other entity. An investment in
general unsecured obligations of Shared Interest.           the Notes will bear a significantly higher degree of risk
                                                            than many other investments that provide an equal or
As a non-profit organization, Shared Interest invites but   greater rate of return. There can be no assurance that
does not require Investors in Definitive Notes to           Investors will not lose all or a part of the principal of,
contribute a portion of the gross interest on their Notes   and interest on, their Notes.
to Shared Interest to help cover the costs the
Organization incurs to prepare, issue and monitor           Definitive Notes
Guarantees. (See “Description of Notes ― Terms and
Rates” below.) For investments of $500,000 or more,         Definitive Notes may be purchased in an amount of
Shared Interest reserves the right to issue Shared          $3,000 or more for a term of 3 or more years. Investors
Interest Notes reflecting different terms than those        in Definitive Notes are invited to donate a portion of the
outlined in this Prospectus or the attached form of Note.   interest earned on their Notes to Shared Interest to help
However, under no circumstance will Shared Interest         sustain its operations. Those donations are treated as
incur any debt that is senior to the Notes described in     charitable contributions to Shared Interest, which is a
this Prospectus.                                            tax-exempt organization.

Who Can Invest?                                             Each Definitive Note has a stated Gross Interest Rate.
                                                            The Gross Interest Rate is equivalent to the prevailing
Shared Interest Notes are marketed to investors with a      rate for United States Treasury Notes of similar
commitment to eradicate poverty, build viable and           maturities at the time of the investment, as listed in the
sustainable communities and/or support the efforts of       Wall Street Journal.
people in South Africa and the Southern African Region
to build equitable nations.                                 The Investor chooses a Net Interest Rate (currently 0-
                                                            1%) to be received. The Net Interest Rate that an
Online Notes may be purchased only in states where          Investor receives on his or her Definitive Note is
Online Notes are eligible for sale. Prospective Online      equivalent to the Gross Interest Rate less the amount
Notes Investors should visit www.microplace.com to          the Investor may choose to donate to Shared Interest.
review their eligibility.
                                                            Any difference between the Gross Interest Rate and
Terms and Rates                                             Net Interest Rate constitutes the Charitable
                                                            Contribution.     Charitable Contributions made by
Shared Interest Notes are available for purchase in 2       Investors in Definitive Notes provide partial support for
different forms: (1) Definitive Notes and (2) Online        the cost of preparing, issuing and monitoring
Notes.                                                      Guarantees. Investors in Definitive Notes are welcome
                                                            to donate all of their interest to Shared Interest or they
                                                            may select from the ranges specified below for the
                                                            amount and term of their loan a fixed rate of net interest


20 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
that they would like to donate as a Charitable              listing alongside other applicable Note terms. Interest
Contribution. The specified rates in the “Net Interest      for Online Notes may be automatically reinvested and, if
Rate” column below are net of the Charitable                reinvested, will accrue quarterly on a compound basis.
Contribution to Shared Interest.                            Interest on Online Notes will be paid quarterly.

     Example                                                How to Invest / Purchase Methods

     Assume the Gross Interest Rate of a 5-year             Definitive Notes
     Treasury Note maturing in 2017 is 1.00%, based on
     the Wall Street Journal. An Investor chooses to        Once the terms of the Definitive Note, including the
     make a 0.50% Charitable Contribution to Shared         amount, maturity and any donated portion (Charitable
     Interest. Therefore, the Investor receives a Net       Contribution) of interest, have been established, Shared
     Interest Rate of 0.50% (1.00% Gross Interest Rate -    Interest will send the Investor a copy of the Shared
     0.50% Charitable Contribution). Because Shared         Interest Investor Application that describes the purpose
     Interest is a tax-exempt organization, such            and terms of the Definitive Note. (See attached “Shared
     charitable contributions may be tax deductible.        Interest Investor Application”.) The Investor must
                                                            complete and return the Shared Interest Investor
                                                            Application, together with a check made payable to
                                          Net Interest      Shared Interest, or a wire transfer to Shared Interest’s
      Term              Amount
                                             Rate           account, in the principal amount of the Definitive Note.
                                                            Investors in certain states must also complete and
                   $3,000-$24,999         0% - 0.25%        return to Shared Interest the Shared Interest Investor
  3 or 4 Years
                   $25,000 or more        0% - 0.40%        Questionnaire, attached to this Prospectus.

                   $3,000-$24,999         0% - 0.60%        Shared Interest will send to the Investor a copy of the
5 years or more
                   $25,000 or more        0% - 1.00%        completed Shared Interest Investor Application
                                                            acknowledging receipt of funds and a Definitive Note
                                                            specifying the terms of the investment. (See the Form
Online Notes                                                of Definitive Note attached as Appendix A.)

Online Notes have an initial principal amount of $20 or     Online Notes
greater.  Online Notes pay a fixed interest rate,
determined at the time of offering and listed on            Online Notes may be purchased at ww.microplace.com.
www.microplace.com. The term to maturity will be            Investors in Online Notes will not receive a physical
determined at the time of offering and listed on            copy of their Online Notes. Shared Interest has agreed
www.microplace.com.                                         to maintain Online Notes on behalf of Investors in
                                                            Online Notes pursuant to Shared Interest’s agreement
Interest Calculation                                        with MicroPlace.

Shared Interest Notes accrue interest based on a 30-        Other Indebtedness
day month and a 360-day year.
                                                            Shared Interest may incur other debt; provided,
Definitive Notes                                            however, that under no circumstance will Shared
                                                            Interest incur any debt that is senior to the Notes
Definitive Notes begin to accrue interest upon the          described in this Prospectus.
deposit of funds sent by the Investor to Shared Interest.
Interest on Definitive Notes will be paid semi-annually     Secondary Market
on March 31 and September 30 of each investment
year.                                                       The nature of this program does not afford the
                                                            opportunity of a secondary market. Shared Interest
Online Notes                                                may make or facilitate secondary market transactions,
                                                            but it is not obligated to do so. Consequently, Shared
Online Notes begin to accrue interest when MicroPlace       Interest Notes should be viewed as investments to be
confirms the investment to Shared Interest.          The    held to maturity.
maturity date for Online Notes is displayed on the online



                                                                                 PROSPECTUS SHARED INTEREST    | 21

CPAM: 4632912.6
Increasing an Investment                                      Provided that Online Notes continue to be available on
                                                              www.microplace.com, Investors in Online Notes will be
Definitive Notes                                              sent notices by e-mail by MicroPlace within a
                                                              reasonable period of time prior to the maturity of their
Investors in Definitive Notes may increase the amount         Notes (“Original Notes”) informing them that the Original
of an existing Shared Interest Note in increments of no       Notes will be maturing, and that they have the option of
less than $1,000 at any time, subject to Shared               either redeeming the Original Notes or re-investing the
Interest’s prior approval. Such sums will be added to         funds otherwise payable to the Investor upon maturity
the Note at its existing term and interest rate except if     of the Original Notes (such funds, the “Original Notes
the existing interest rate is higher than the maximum         Amount”) into other investments (including Shared
current rate being offered at that time. In that case, the    Interest Notes if offered at that time) offered on
interest rate of the entire balance will be adjusted to the   MicroPlace. The Investor may, at any time prior to the
dollar-weighted average of the two rates, or to a lesser      maturity of the Original Notes, request re-investment of
rate should the Investor so stipulate.                        the Original Notes Amount or redemption of the Original
                                                              Notes at maturity. If the Investor does not instruct
Online Notes                                                  MicroPlace to redeem the Original Notes upon maturity,
                                                              then the Investor will be deemed to have elected to re-
Investors in Online Notes may increase their                  invest the Original Notes Amount into a new issue of
investments by purchasing additional Notes via                Online    Notes     then    available     for    sale   on
MicroPlace, to the extent such Notes continue to be           www.microplace.com, in accordance with terms
available on the MicroPlace website.                          indicated in the notice given to the Investor by
                                                              MicroPlace. Such terms may include an interest rate,
Renewals                                                      tenor and other terms that differ from the terms of the
                                                              Original Notes. Any re-investments of investor funds
Definitive Notes                                              will be administered without first transferring funds back
                                                              to the Investor. A trade confirmation will be provided to
Investors in Definitive Notes are sent a written notice       the Investor upon any re-investment.
and a current prospectus no less than 45 days prior to
the maturity of the Shared Interest Note asking whether       In the event that the Investor does not notify MicroPlace
they wish to renew their Note and providing repayment         of the Investor’s decision to redeem the Original Notes
instructions. An automatic renewal feature is available       or to re-invest the Original Notes Amount, and the
to Investors who check the box marked “Please                 Investor is deemed to have elected to re-invest the
automatically renew the Note when it matures” on the          Original Notes Amount into a new issue of Online
Shared Interest Investor Application, which, subject to       Notes, the Investor may request redemption of the new
Shared Interest’s approval, and unless instructed by the      Online Notes issued to the Investor up to and including
Investor to the contrary in writing at least 10 business      the 90th day after the maturity date of the Original
days prior to the maturity date on the Note, would            Notes. If the Investor does not request redemption of
require Shared Interest to apply all principal from the       the new Online Notes within this redemption period, the
Note to the purchase of a new Shared Interest Note of         Investor will not be able to redeem them prior to the
the same term unless otherwise instructed by the              maturity of such Notes except in accordance with their
Investor.    Investors may need to sign additional            terms.
documentation at that time. The Gross Interest Rate
established for renewed Notes is based on the current         Since inception more than 70% of Shared Interest’s
market rates on the date the Investor’s Note is renewed       Investors in Definitive Notes whose loans have matured
and the Charitable Contribution previously selected by        have re-invested their Notes. (This includes Investors in
the holder, if any, will continue to apply. If an Investor    Definitive Notes who have renewed after a hiatus of up
does not respond to the notice by the maturity date and       to 12 months.)
has not checked the box marked “Please automatically
renew the Note when it matures” on the Shared Interest        Early Redemption
Investor Application, such Investor’s Note will be
redeemed.                                                     Except in the case of a default by Shared Interest, there
                                                              is no provision for an Investor to require early
Online Notes                                                  redemption of all or any portion of a Shared Interest
                                                              Note. Furthermore, a reduction of principal and interest
                                                              under a Note pursuant to its terms will not constitute an
                                                              event of default permitting an Investor to require early


22 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
redemption of the Note. However, in the case of Online        access   their    tax       information      online     at
Notes that have been automatically renewed (see               www.microplace.com.
“Renewals ― Online Notes” above), the Investor has
the right to request early redemption up to the 90th day      Shared Interest Notes are not tax deductible, as they
after the renewal.                                            represent loaned funds as opposed to outright
                                                              donations. Interest earned on the Shared Interest Note
All requests for early redemption of all or any portion of    will be subject to federal and state tax. Investors in
a Note submitted to Shared Interest will be reviewed on       Definitive Notes will also receive letters from Shared
a case-by-case basis and will be subject to refusal in        Interest acknowledging the donated portion of their
Shared Interest’s discretion, for any reason, including       interest, which may be tax deductible. Investors should
the prior placement of the Note proceeds or Shared            consult their tax advisors regarding the effect on their
Interest’s liquidity needs. Any Investor requesting early     taxes, if any, of lending at the rates outlined herein and
redemption of all or any portion of a Note, which is          of contributing part of the interest earned to Shared
approved by Shared Interest, may be subject to the            Interest. Persons considering the purchase of Notes
forfeiture of all accrued interest up to the withdrawal       should consult their tax advisors with regard to any tax
date and a fee for any expenses incurred due to the           consequences arising under the laws of the taxing
prepayment of the funds.                                      jurisdiction.   (See     “Investor     Guide     ―     Tax
                                                              Considerations” below.)
Prepayment
                                                              Financial Statements
Shared Interest has the right to prepay in whole or in
part the principal and interest due on a Note without         Audited financial statements of Shared Interest
premium or penalty.                                           (2011) are attached at Appendix C.           Financial
                                                              statements for subsequent years, when available, may
Events of Default                                             be requested by calling Shared Interest at (212) 337-
                                                              8547     or     emailing   the    Organization      at
A Shared Interest Note will become immediately due            info@sharedinterest.org.
and payable 30 days after Shared Interest receives a
written notice of non-payment of principal or interest        DISTRIBUTION
due to its Investors under the Note.
                                                              The Organization, as the issuer of Shared Interest
Transfer on Death                                             Notes, serves as the distributor of the Notes, along with
                                                              MicroPlace with respect to the Online Notes. Some
Transfer on Death (TOD) and Payable on Death                  sales may be completed through Authorized Broker-
(POD) features are not offered for Shared Interest            Dealers.
Notes.
                                                              Definitive Notes
Tax Reporting
                                                              A Definitive Note may be purchased directly from
Persons considering the purchase of Notes should              Shared Interest by completing and returning the Shared
consult their tax advisors with regard to the application     Interest Investor Application attached to this
of tax laws to their particular situation, including the      Prospectus.
determination of how interest on such a Note should be
reported, the treatment of any gain or loss which may         In addition, the Organization may from time to time
be realized on the sale, exchange or retirement of the        enter into a Broker Agreement wherein the Organization
Note, backup withholding requirements and, for the            would authorize an Authorized Broker-Dealer, at its own
purchase of Definitive Notes, the treatment of any            expense, to make available to the public Shared
Charitable Contribution. Cash basis taxpayers are             Interest Notes at the stated rates of return in
required to report interest on their tax returns only after   accordance with the terms and conditions described in
the interest has been paid to them. Shared Interest will      this Prospectus. Any signed Broker Agreement will be
mail each Definitive Note Investor who is not tax-            valid only through the dates specified in the Broker
exempt a Form 1099 in January of each year indicating         Agreement. Authorized Broker-Dealers will have no
the gross interest earned on the Investor’s Note for the      authority to act as agents for the Organization.
prior year. Investors in Online Notes will be able to         Authorized Broker-Dealers may earn a one-time
                                                              commission of no more than 0.25% of the initial



                                                                                   PROSPECTUS SHARED INTEREST       | 23

CPAM: 4632912.6
principal amount of the Notes sold and a trailer payment    Shared Interest uses proceeds from the Notes and
of no more than 0.25% of the total Note value each year     Other Indebtedness to guarantee loans in South Africa
throughout the term of the Note. Shared Interest will       and, in the case of Definitive Notes, also the Southern
pay this nominal commission from its operating budget.      African Region.      These proceeds are invested in
There will be no commission or related costs charged to     U.S. government agency and corporate bonds and also
individual investors.                                       in Dollar-denominated South African sovereign debt.
                                                            The bonds are held in designated accounts in the
As of December 31, 2011, there were no Broker               U.S. (the “Guarantee Collateral”), which are pledged as
Agreements between Shared Interest and any broker-          security for Guarantees issued to cover risk on South
dealer with respect to the Definitive Notes.  Any           African or other Southern African financial institutions’
organization claiming to be an Authorized Broker-           loans to Beneficiaries. At the same time, the Guarantee
Dealer should be reported to Shared Interest.               Collateral generates income required to pay interest on
                                                            the Notes, as well as funds that Shared Interest
Online Notes                                                provides to TIGF to cover a portion of the costs of
                                                            placing, monitoring and mitigating the risk of the
Online Notes are sold through MicroPlace, Inc., a           Guarantees.
FINRA member and an SEC-registered broker-dealer.
MicroPlace does not currently hold customer funds or        Proceeds from the Notes are invested by Shared
securities. Shared Interest will pay MicroPlace a per       Interest in socially-screened debt securities or deposits
annum fee (currently 1%) of all capital raised through      in U.S. financial institutions in accordance with
MicroPlace,     as   compensation     for    marketing,     guidelines established by the Board of Directors. Funds
administration, customer support and online distribution    are invested with a view to matching the maturity of
services.                                                   Notes while also meeting the program’s liquidity needs.
                                                            Shared Interest is responsible for overseeing the
USE OF PROCEEDS                                             management of funds it raises.

Summary                                                     Shared Interest avoids investing in securities issued by
                                                            entities whose practices, production methods or
Shared Interest Notes were created to provide a vehicle     products are deemed by Shared Interest to have a
for U.S. investors to provide financial support to          negative social impact. Conversely, Shared Interest
economic development initiatives in low-income South        favors investments in issuers that demonstrate a
African and other Southern African communities of           positive regard for their stakeholders, including
color. Shared Interest, through its partner organization,   employees, customers and the communities and
TIGF, uses the proceeds from the sale of the Notes and      physical environments in which the issuers conduct
Other Indebtedness to arrange for Guarantees for loans      business.
made by Lenders to the Beneficiaries that serve low-
income communities in South and/or Southern Africa.         Reporting on Guarantee Activity
The proceeds from the Notes and Other Indebtedness
are used to provide the underlying collateral pledged as    Investors in Definitive Notes receive periodic
security for the loans to the Beneficiaries.                statements from Shared Interest regarding the
                                                            outstanding Guarantees. Shared Interest publishes an
Proceeds from Online Notes are used for Guarantees          Annual Report which includes the most recently audited
for loans to Beneficiaries in South Africa only.            financial statements and is sent to all Investors each
Proceeds from Definitive Notes are used for                 year within 180 days of December 31, the fiscal year
Guarantees for loans to Beneficiaries in South Africa or    end. Shared Interest also provides detailed reports,
the Southern African Region. Shared Interest may in         available upon request, to Investors and other
the future describe in a prospectus supplement for a        interested parties. Investors in Online Notes may elect
particular offering of Online Notes a program under         to receive electronically information that Shared Interest
which proceeds from the offering are targeted toward        may determine from time to time to make available to
one or more projects. All Shared Interest Notes,            Investors       in       Online       Notes       through
whether or not issued as part of a targeted program, are    www.microplace.com.
general unsecured obligations of Shared Interest.

Investment of Note Proceeds




24 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
DESCRIPTION OF ORGANIZATION                                   Lauretta Bruno
                                                                 Audit Committee Chair
Shared Interest is organized as a Delaware non-profit         President and Founding Partner
corporation, is a U.S. tax-exempt organization under          Gramercy Partners
Section 501(c)(3) of the Code, and is dedicated to the        535 Park Avenue
mission of mobilizing resources for South Africa’s and        New York, NY 10021
the    Southern     African    Region’s    economically
disenfranchised communities to sustain themselves and         Ann Burroughs
build an equitable nation. Shared Interest is a public           Vice Chair
charity whose directors also serve as its members.            Executive Director, Los Angeles
                                                              Taproot Foundation
LEGAL PROCEEDINGS                                             4123 Monterey Street
                                                              Los Angeles, CA 90065
There are no pending legal proceedings involving
                                                              Iva Carruthers
Shared Interest, TIGF or any of their directors, officers
                                                              General Secretary
or employees acting in their capacity representing
                                                              Samuel Dewitt Proctor Conference
Shared Interest or TIGF.
                                                              4533 South Lake Park
                                                              Chicago, IL 60653
BOARD OF DIRECTORS
                                                              Jennifer Davis
Shared Interest has a twenty member Board of                    Executive Committee
Directors responsible for its overall policy and direction.     TIGF Board of Directors
The Board meets three times a year and has                      TIGF Credit Committee
established a Finance Committee that reviews                  Retired
Guarantee policy and makes recommendations to the             American Committee on Africa
Board of Directors. Directors bring a broad range of          1236 C Street, N.E.
financial, legal, management and marketing skills, as         Washington, DC 20002
well as a deep familiarity with South Africa’s and the
South African Region’s history, economy and current           Darchelle M. Garner
affairs. New Directors are appointed by the existing              Secretary
Board of Directors. Directors serve three years per           Consultant to Non-Profit Organizations
term. Further, the Shared Interest Board of Directors         P.O. Box 9388
appoints representatives to serve on the TIGF Board of        Silver Spring, MD 20916
Directors and the TIGF Credit Committee in order to
ensure that the Guarantees and technical assistance           Marc J. Herson
they receive conform to the purposes and terms of this        Managing Partner
Prospectus.       Directors do not receive fees or            African Rain Ventures
compensation for their services as Directors.            In   325 Ocean View Drive
addition, Shared Interest’s Board of Advisors provides        Fresnave, Cape Town, South Africa
counsel to the Organization, but does not exercise any
fiduciary duties with respect to its activities.
                                                              Rev. Harold Lewis
                                                              Rector at Calvary Episcopal Church in Pittsburgh
The following is a list of our current Directors:             315 Shady Avenue
                                                              Pittsburgh, PA 15206
Adrienne Y. Bailey
Education Consultant                                          Evans Maphenduka
2951 South King Drive, Suite 1201                             Chief Executive Officer
Chicago, IL 60616                                             Thembani International Guarantee Fund
                                                              2nd Floor, Hatfield Plaza
Edward J. Bergman                                             South Tower, 112 Burnett Street
Executive Director                                            Hatfield 0083
Africa Travel Associates                                      Pretoria, Gauteng
166 Madison Avenue, 5th Floor                                 South Africa
New York, NY 10016



                                                                                  PROSPECTUS SHARED INTEREST     | 25

CPAM: 4632912.6
Linnie McLean                                         Timothy Smith
    Chair                                                Executive Committee
    Finance Committee                                 Senior Vice President
    TIGF Credit Committee                             Walden Asset Management
Former Senior Vice President                          One Beacon Street – 33rd Floor
Trillium Asset Management                             Boston, MA 02108
3 Normandy Street
Boston, MA 02121                                      David Wildman
                                                        Finance Committee
Ricardo Millett                                       Executive Secretary
   Executive Committee                                Human Rights and Racial Justice
Strategic Philanthropy Consultant                     United Methodist Church –
4922C South Cornell Avenue                            General Board of Global Ministries
Chicago, IL 60615                                     905 West End Avenue, Apartment 2
                                                      New York, NY 10025
Rev. Mangedwa C. Nyathi
  Executive Committee                                 KEY PERSONNEL
Honorary South African Consul in Michigan
19675 Stratford Road                                  Shared Interest is located at 121 West 27th Street,
Detroit, MI 48221                                     Suite 805, New York, NY 10001. The phone number is
                                                      (212) 337-8547.
Jehiel Oliver
   Treasurer                                          Donna Katzin
   Audit Committee                                       Executive Director
   Finance Committee                                  Ms. Katzin directs Shared Interest and is responsible for
   TIGF Credit Committee                              coordination with TIGF, the Board of Directors, Investor
International Development Consultant                  relations, Note placement and organizational oversight.
405 S. Albany Street, Apt. 3                          She has served in this capacity since Shared Interest
Ithaca, NY 10458                                      commenced operations in 1994.

Matthew Patsky                                        John Woodburn
Managing Partner and CEO                                 Director of Finance
Trillium Asset Management                             Mr. Woodburn is responsible for oversight of the
171 Atlantic Avenue                                   Organization’s finances.
Boston, MA 02111
                                                      Sandra Zikalala
Josh Posner                                             Director of Administration
Founder and CEO                                       Ms. Zikalala is responsible for the administration of the
Rising Tide Development, LLC                          Organization.
32 Arlington Street
Cambridge, MA 02140                                   Sandra Owens
                                                         Director of Corporate and Foundation Relations
Ron Shiffman                                          Ms. Owens directs Shared Interest’s corporate and
Professor                                             foundation initiatives.
Pratt Graduate Center for Planning and Environment,
School of Architecture                                Jayna Tutino
863 President’s Street                                   Director of Development
Brooklyn, NY 11215                                    Ms. Tutino oversees Shared Interest’s Development
                                                      Department, with particular responsibility for individual
Sheila Sisulu                                         giving, events and the Next Generation Campaign.
   Honorary Chair
Deputy Executive Director
United Nations World Food Programme
Via Cesare Guilio Viola
68/70 Parco de Medici
00148 Rome


26 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
Additional Staff                                            In support of its operating costs, technical assistance,
Remaining staff is responsible for maintaining day-to-      training and other ancillary programs, Shared Interest
day operations, Investor and donor relations, and           has received grants and contributions of $100,000 or
administrative duties.                                      more from the following sources:

RELATED PARTY TRANSACTIONS                                       Citigroup Foundation
                                                                 DaimlerChrysler Foundation
For fiscal year 2011, the Executive Director received            Johnson & Johnson
$80,000 as compensation.                                         JPMChase Foundation
                                                                 Overbrook Foundation
All ongoing and future related party transactions will be        Public Welfare Foundation
made or entered into on terms that are no less                   Rockefeller Foundation
favorable to Shared Interest than those that can be              Scandia Foundation
obtained from unaffiliated third companies. All ongoing          The Rohatyn Group
and future affiliated transactions and any forgiveness of        United Methodist Church Women’s Division
loans must be approved by a majority of the
independent, disinterested members of Shared                The aggregate principal balance of the outstanding
Interest’s Board of Directors.                              Shared Interest Notes was $12,015,627 as of
                                                            December 31, 2011.        Principal on Shared Interest
CAPITALIZATION                                              Notes is invested in U.S. government agency and
                                                            corporate debt securities and deposits in U.S. financial
The following table sets forth the capitalization of        institutions with a general view to matching maturities of
Shared Interest as of December 31, 2011:                    bond holdings with the maturities of promissory notes.
                                                            The table below sets forth the amounts maturing each
                                                            year of Shared Interest’s investment assets and
                  Capitalization Table                      promissory agreements currently outstanding.
                  December 31, 2011
Shared Interest Notes Payable            $12,015,627
                                                              Maturities of Shared Interest Assets & Liabilities
Working Capital                           $1,169,129
Net Assets                                $1,901,884        Year           Fixed Income Amount        Note Amount
                                                            2012                      $3,780,967        $3,594,377
                                                            2013                      $3,174,549        $3,785,000
As of December 31, 2011, Shared Interest’s total assets     2014                      $1,436,704        $1,388,250
comprised $11,806,703 in investments, $810,155 in           2015                      $2,376,704        $2,365,000
Guarantee Loss Reserve Fund assets, and $1,517,142          2016                      $1,231,704          $868,000
in other assets.                                            Thereafter                   $15,000           $15,000
                                                            Total                    $12,015,627       $12,015,627
Shared Interest’s Guarantee pool and loss reserves are
funded by individual and institutional investors and
donors, program-related investments and foundations.
Significant investors ($500,000 or more) include:           Historically, more than 70% of Shared Interest Investors
                                                            in Definitive Notes have renewed their Notes upon
      Calvert Foundation                                   maturity, including those Investors who have renewed
      United Methodist Church General Board of             after a hiatus of up to 12 months. As such, the
       Pensions and Health Benefits                         Organization does not anticipate that the entire amount
      Catholic Health Initiatives                          of Notes maturing during the next three years will have
      Ascension Health                                     to be repaid. This enables Shared Interest to hold a
      Missionary Oblates of Mary Immaculate, US            greater portion of its portfolio in longer-term, higher-
       Province                                             yielding securities. In the event that short-term Note
                                                            redemptions exceeded the value of assets with similar
      The Riverside Church
                                                            maturities, Shared Interest would liquidate longer-term
      Mercy Investment Services
                                                            securities as needed.




                                                                                 PROSPECTUS SHARED INTEREST      | 27

CPAM: 4632912.6
The following tables provide selected financial
                                                                                      Historical Highlights
information on Shared Interest as presented in its
audited financial statements for the years ended                   From inception through December 31, 2011, a total
December 31, 2011, 2010 and 2009.                                  of 736 individuals and institutions invested in Shared
                                                                   Interest. When investors have requested, Shared
                                                                   Interest has paid 100% of its interest and principal
               Statement of Activities Highlights                  payments on the Notes issued since it began.
                          2011          2010           2009
Support and                                                        Beneficiary defaults as a percentage of total
Revenue                 $1,159,339    $1,190,176     $1,191,565    Guarantees issued since Shared Interest’s inception
                                                                   have totaled 2.98%.
Operational
Expenses                 $846,240       $948,136      $857,667
Guarantee Loss                                                     This selected financial information should be read in
Expense                   $92,615             $0              $0   conjunction with Shared Interest’s full audited financial
Increase                                                           statements and periodic statements, which are provided
(Decrease) in                                                      at no cost to any Investor, upon request. Investors who
Unrestricted Net                                                   wish to receive a copy of the audited financial
Assets                    $60,239       $ 71,493      $334,723     statements and additional periodic statements should
Changes in                                                         contact Shared Interest at (212) 337-8547.
Temporarily
Restricted Net                                                     INVESTOR GUIDE
Assets                   $160,245       $170,547         ($825)
Increase                                                           Shared Interest Notes and Interest
(Decrease) in Net
Assets                   $220,484       $242,040      $333,898     Interest rates may vary depending on the terms you
                                                                   select. Call Shared Interest at (212) 337-8547 for the
                                                                   current rates of interest for Definitive Notes, or visit
                                                                   www.microplace.com for current offering terms
                                                                   applicable to Online Notes, including available interest
           Statement of Financial Position Highlights              rates and maturities.
                      2011           2010            2009
Total Assets       $14,134,000    $14,442,929       $14,378,958    Shared Interest reserves the right to alter the offered
Total                                                              rate structure for Shared Interest Notes from time to
Liabilities        $12,232,116    $12,761,529       $12,939,598    time as it deems necessary. However, once a Shared
                                                                   Interest Note is issued, its interest rate will remain fixed
Net Assets          $1,901,884       $1,681,400      $1,439,360    throughout the term of the Note, except in the case of
Shared                                                             an Investor in a Definitive Note who elects to reduce its
Interest                                                           rate.
Notes
Payable            $12,015,627    $12,509,759       $12,698,049    Definitive Notes
Subordinated
Loan Payable                $0        $100,000        $100,000     To purchase a Definitive Note, please fill out the Shared
                                                                   Interest Investor Application and submit it to Shared
Subordinated
Credit Facility     $3,000,000       $3,000,000      $3,000,000    Interest at the address indicated on the Shared Interest
                                                                   Investor Application. Shared Interest will send you
Investments        $12,616,858    $13,629,565       $13,855,395    confirmation of your purchase and the executed Note
Guarantee                                                          upon receipt of your completed forms and payment.
Loss Reserve          $977,524       $1,023,290       $795,077     Telephone inquiries about your Note can be made by
                                                                   calling Shared Interest at (212) 337-8547.

                                                                   All purchases must be made in U.S. dollars, and checks
                                                                   or wires must be drawn on U.S. banks. Shared Interest
                                                                   reserves the right to suspend the sale of the Shared
                                                                   Interest Notes for a period of time or to reject any



28 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
specific purchase order. If your check does not clear,        to the maturity date of the Note, would require Shared
your purchase will be canceled and you will be charged        Interest to apply all principal from your maturing Note to
a $10 fee plus the costs incurred by Shared Interest.         the purchase of a new Shared Interest Note of the
                                                              same term unless otherwise instructed by you. You
Online Notes                                                  may need to sign additional documentation at that time.
                                                              The Gross Interest Rate established for renewed Notes
To     purchase    Online      Notes,    please    visit      is based on the current market rates on the date the
www.microplace.com. Online Notes can be purchased             Investor’s Note is renewed and the Charitable
using PayPal or an electronic funds transfer (ACH). All       Contribution previously selected by the holder, if any,
purchases must be made in U.S. dollars. Online Note           will continue to apply. If you do not respond to the
purchases will be cancelled in the event that payments        notice by the maturity date and have not checked the
cannot be processed. In the event that an Online Note         box marked “Please automatically renew the Note when
purchase is cancelled, there will be no fee to the            it matures” on the Shared Interest Investor Application,
investor.                                                     your Note will be redeemed.

Self-Directed Individual Retirement Accounts                  Online Notes

A self-directed IRA may invest in a Shared Interest           Provided that Online Notes continue to be available on
Note, provided that such investment does not result in a      www.microplace.com, if you are an Investor in Online
prohibited transaction within the meaning of Section          Notes you will be sent a notice by e-mail within a
4975 of the Code. To do so, the IRA must be held by a         reasonable period of time prior to the maturity of your
custodian that permits such investments.          A self-     Original Notes informing you that your Original Notes
directed IRA is an individual retirement account created      will be maturing, and that you have the option of either
to allow the IRA holder the option of selecting, either       redeeming your Original Notes or re-investing the
directly or through an investment advisor or other            Original Notes Amount into other investments (including
permissible representative, investments for the IRA.          Shared Interest Notes if offered at that time) offered on
The following retirement accounts have the option to be       MicroPlace. You may, at any time prior to the maturity
self-directed: a traditional IRA, Roth IRA, Rollover IRA,     of your Original Notes, request re-investment of the
Educational IRA, and SEP IRA.                                 Original Notes Amount or redemption of your Original
                                                              Notes at maturity. If you do not instruct MicroPlace to
Redemption                                                    redeem your Original Notes upon maturity, then you will
                                                              be deemed to have elected to re-invest the Original
Shared Interest Notes may be redeemed at the time of          Notes Amount into a new issue of Online Notes then
maturity. Except in the case of a default by Shared           available for sale on www.microplace.com, in
Interest on its interest or principal payment to Investors,   accordance with terms indicated in the notice given to
there is no provision for you to require early redemption     you by MicroPlace. Such terms may include an interest
of all or any portion of your Note. Furthermore, a            rate, tenor and other terms that differ from the terms of
reduction of principal and interest under a Note              your Original Notes. Any re-investments of investor
pursuant to its terms will not constitute an event of         funds will be administered without first transferring
default permitting you to require early redemption of the     funds back to you. A trade confirmation will be provided
Note.                                                         to you upon any re-investment.

Renewals                                                      In the event that you do not notify MicroPlace of your
                                                              decision to redeem your Original Notes or to re-invest
Definitive Notes                                              your Original Notes Amount, and you are deemed to
                                                              have elected to re-invest the Original Notes Amount into
If you are an Investor in Definitive Notes you will be        a new issue of Online Notes, you may request
sent a written notice and a current prospectus no fewer       redemption of the new Online Notes issued to you up to
than 45 days prior to the maturity of your Shared             and including the 90th day after the maturity date of the
Interest Note. An automatic renewal feature is available      Original Notes. If you do not request redemption of the
to you if you check the box marked “Please                    new Online Notes within this redemption period, you will
automatically renew the Note when it matures” on the          not be able to redeem them prior to the maturity of such
Shared Interest Investor Application, which, subject to       Notes except in accordance with their terms.
Shared Interest’s approval and unless instructed by you
to the contrary in writing at least 10 business days prior



                                                                                   PROSPECTUS SHARED INTEREST      | 29

CPAM: 4632912.6
Recourse                                                     Online Notes

You have no recourse to Shared Interest’s officers or        Online  Notes    can  only  be  purchased   at
directors and may not look for repayment from any of         www.microplace.com.  Any change of address for
the entities whose loans are guaranteed by the               Online Notes Investors can be processed at
Guarantees or which receive such loans.                      www.microplace.com.

Investor Communication                                       Tax Considerations

Definitive Notes                                             The following summary describes the principal United
                                                             States federal income tax consequences of ownership
If you are an Investor in Definitive Notes, throughout the   and disposition of Notes to you. This summary is based
term of your Notes, you will receive Shared Interest’s In    on the Code, the legislative history of relevant Code
Focus newsletter as well as copies of Shared Interest’s      provisions, administrative pronouncements, judicial
Annual Report containing summaries of audited                decisions, and existing and proposed Treasury
financial statements. You may also receive special           Regulations, changes to any of which subsequent to the
reports and communiqués from Shared Interest and are         date of this Prospectus may affect the tax
encouraged to contact Shared Interest with any               consequences described herein, with retroactive effect
questions, comments or concerns you may have.                if relevant. This summary discusses only Notes held as
                                                             capital assets within the meaning of Section 1221 of the
Online Notes                                                 Code.      It does not discuss any state or local
                                                             consequences nor any of the tax consequences that
If you are an Investor in Online Notes, you may elect to     may be relevant to you in light of your particular
receive electronically information that Shared Interest      circumstances or if you are subject to special rules,
may determine from time to time to make available to         such as tax-exempt organizations, banks, taxpayers
Investors       in      Online       Notes      through      subject to alternative minimum tax, and non-
www.microplace.com. Visit www.microplace.com to              U.S. persons or entities.
make such an election.
                                                             Payments and Contributions of Interest
Manner of Transactions
                                                             The total (gross) interest paid on a Note, including
Definitive Notes                                             interest pledged as a contribution to Shared Interest,
                                                             will generally be taxable to you as ordinary interest
In addition to purchasing or redeeming Definitive Notes      income at the time it accrues or is received in
by mail, prospective Investors may also purchase or          accordance with your method of accounting for federal
redeem Definitive Notes by telephone. In order to do         income tax purposes. For Definitive Note holders, this
so, you must have completed a written Shared Interest        includes the interest pledged as a contribution to
Investor Application and submitted it to Shared Interest.    Shared Interest.
Shared Interest is not liable if acting in good faith on
telephone instructions relating to your account, so long     Shared Interest has been granted tax-exempt status
as the Organization follows reasonable procedures to         under Section 501(c)(3) of the Code. Consequently, if
determine that the telephone instructions are genuine.       you are a Definitive Note holder, you will be entitled to
                                                             deduct, to the extent permitted under the Code,
Such procedures may include recording the telephone          amounts contributed to Shared Interest, including
call and requiring some form of personal identification.     pledged amounts, which are offset against interest
You can verify the accuracy of a telephone transaction       payable to you. Your ability to deduct charitable
immediately upon receipt of your written confirmation        contributions will depend upon your own circumstances.
statement.                                                   The deductibility of charitable contributions is subject to
                                                             limitation based on a percentage of a taxpayer’s gross
Investors in Definitive Notes must provide notice of any     income (determined without regard to net operating loss
change of address in writing. Address changes may            carryback deductions) and to deduction in the event
require a signature guarantee from a bank or other           that a taxpayer’s adjusted gross income exceeds a
eligible institutions. Individuals may verify a change of    threshold amount. Other limitations also may apply.
address by calling Shared Interest.                          You should consult your attorney or tax consultant to
                                                             assess the tax implications of your making a loan to
                                                             Shared Interest.


30 |   SHARED INTEREST PROSPECTUS


CPAM: 4632912.6
Below Market Investments                                      Tax Identification Number

Shared Interest’s Notes are a type of “Below Market           If you do not submit the correct Social Security or
Loan” as that term is defined by the Code and                 Taxpayer Identification Number (TIN) and a signed
regulations thereunder.     Shared Interest Notes as          certified application or Form W-9, United States federal
described herein are specifically classified as “Gift         law requires Shared Interest to withhold 28% of your
Loans.” While most varieties of below market                  interest and you may be subject to a fine. You may
investments are subject to special rules (the “Imputed        also be prohibited from purchasing another Shared
Interest Rules”), Gift Loans made to a charitable             Interest Note. If the TIN information is not received
organization such as Shared Interest in an aggregate          within 60 days after your account is established, your
amount of $250,000 or less are excluded from the              account may be closed with an interest penalty. Shared
Imputed Interest Rules. Loans to commonly controlled          Interest reserves the right to reject any new account or
charitable organizations are aggregated in applying this      any purchase order for failure to supply a certified TIN.
exclusion.                                                    Shared Interest is unable to accept purchases of Online
                                                              Notes by an Investor that is subject to backup
In the event that you hold more than $250,000 of Notes,       withholding.
in any one year, additional income may be imputed to
you under the Imputed Interest Rules. However, you            Tax Reporting
would also be treated as having made an offsetting
payment to Shared Interest in an equivalent amount            For each calendar year during which you are an
based on the amount of the imputed interest, and it is        Investor, you will receive a Form 1099, reporting the
expected that this payment would constitute a tax-            gross interest you have earned. If you are a Definitive
deductible contribution. This imputed contribution will       Note holder, you will also receive a letter for tax
be in addition to any contribution of interest actually due   purposes documenting the Charitable Contribution you
to Shared Interest. All imputed and actual charitable         have made to the Organization through your donation of
contributions will be subject to the limitations on           a portion of your Gross Interest Rate.
charitable contributions referenced in “Payments and
Contributions of Interest” above. In addition, other
special rules may apply to holders of more than
$250,000 of Notes.

If you are considering the purchase of a Note, you
should consult your tax advisor with regard to the
application of the United States federal income tax laws
to your particular situation, including the determination
of whether a Note is a Below Market Loan, how much
interest on such a Note should be reported, the
treatment of any gain or loss which may be realized on
the exchange or retirement of a Note, the extent to
which your charitable contribution deductions may be
limited, and qualifications for exemption from backup
withholding and the procedure for obtaining such an
exemption, if applicable. If you are considering the
purchase of a Note, you should also consult your tax
advisors with regard to any tax consequence arising
under the laws of any state, local or foreign taxing
jurisdiction.

Backup Withholding and Information Reporting

Certain non-corporate Investors may be subject           to
backup withholding at a rate of 28% on payments          of
principal, premium and interest (including the accrual   of
original issue discount, if any) on, and the proceeds    of
disposition of, a Note.



                                                                                   PROSPECTUS SHARED INTEREST     | 31

CPAM: 4632912.6
                        FORM OF SHARED INTEREST DEFINITIVE NOTE
[$ AMOUNT]
[Date]

1. Principal and Interest. The undersigned, SHARED INTEREST, INC., a Delaware corporation (“Shared Interest”),
   hereby promises to pay to the order of [NAME OF CUSTODY INSTITUTION for the benefit of NAME OF
   CLIENT______________________________________ custody account #______________________________],
   the principal sum of ____________________ United States Dollars ($__________) together with interest on the
   principal outstanding from time to time at the rate of ____________________________ percent (______%) per
   annum, subject to any reduction of the principal amount hereof and the interest payable thereon made pursuant to
   Section 4 hereof. Interest shall accrue from the date of this Note and shall be calculated on the basis of a 360-day
   year and a 30-day month. After deducting the charitable contribution and the interest payable thereon made
   pursuant to Section 2 below, the net interest payment will be at the rate of ____________________________
   percent (_____%) per annum. Principal shall be payable in one lump sum on [DATE]. Subject to Section 5 hereof,
   interest shall be payable semi-annually in arrears on March 31 and September 30 of each year (each a “Payment
   Date”). Each payment shall be made in United States currency by check sent by regular mail to the holder’s
   address of record, unless otherwise instructed not less than ten (10) days prior to the date on which such amount
   becomes payable.

2. Charitable Contribution. For each twelve-month period that this Note remains outstanding, the holder of this Note
   agrees to make a charitable contribution to Shared Interest of ____________________________ percent
   (____%) of the principal amount represented by this Note, payable in two equal installments on each Payment Date
   (each semi-annual contribution a “Contributed Amount”). Shared Interest shall deduct the Contributed Amount from
   the interest payment that would otherwise be payable by Shared Interest to the holder on the relevant Payment
   Date.

3. Intended Use of Loan Proceeds and Charitable Contributions. Shared Interest contemplates that (a) the
   principal amount represented by this Note will become part of a pool of funds to be pledged, directly or indirectly, as
   security for the guarantee (the “Guarantees”) of loans by South African and other Southern African financial
   institutions to finance equitable development initiatives in South Africa’s and the Southern African Region’s low-
   income communities (the “Loans”), and (b) the Contributed Amounts will be used to pay Shared Interest’s
   administrative and operating expenses.

4. Reduction of Principal and Interest by Shared Interest. Shared Interest has established a guarantee loss
   reserve fund (the “Reserve”) and maintains it to cover anticipated payments pursuant to the Guarantees in the event
   Loans are not repaid. If Shared Interest incurs losses on the Guarantees in excess of the Reserve, such excess
   (the “Excess Loss Amount”) shall be allocated among all of the holders of notes from Shared Interest which contain
   provisions comparable to this Section 4 (including this Note, the “Reducible Notes”). The Excess Loss Amount shall
   be allocated among the holders of all Reducible Notes in the same proportion that the principal amount of each
   Reducible Note then outstanding bears to the principal amount of all Reducible Notes then outstanding. Such
   calculation shall be made as of the date an Excess Loss Amount arises from Shared Interest being required to pay
   cash or other property to a third party in satisfaction of its obligations pursuant to a Guarantee.

     In the event that Shared Interest incurs losses in excess of the Shared Interest GLRF arising out of Guarantees for
     loans to Beneficiaries in South Africa, such Excess Loss Amount will be allocated on a pro rata basis among all of
     the holders of notes from Shared Interest that are South Africa specific and notes from Shared Interest that cover
     the broader Southern African Region. In the event that Shared Interest incurs losses in excess of the Shared
     Interest GLRF arising out of Guarantees for loans to Beneficiaries in the broader Southern African Region (excluding
     South Africa), such Excess Loss Amount will be allocated on a pro rata basis among all of the holders of notes from
     Shared Interest that cover such broader Southern African Region, but such Excess Loss Amount will not be
     allocated among holders of notes from Shared Interest that are South Africa specific.

     The holder agrees that its share of the Excess Loss Amount shall be contributed to Shared Interest by reducing the
     principal balance of this Note by the portion of the Excess Loss Amount allocable to the holder in accordance with


PROSPECTUS SHARED INTEREST    :   APPENDIX A


CPAM: 4632912.6
     this Section 4. To the extent the portion of the Excess Loss Amount allocated to the holder of this Note exceeds the
     outstanding principal balance of this Note, such excess shall be applied against Shared Interest’s remaining
     obligation, if any, to pay interest hereunder. In no event shall the holder of this Note be required to pay or loan any
     additional amounts to Shared Interest as a result of the allocation of losses to the holder pursuant to this Section 4.

     Shared Interest shall promptly notify the holder of this Note of any reduction in the principal balance hereof or the
     interest payable thereon which Shared Interest makes pursuant to this Section 4.

5. Prepayment. Shared Interest shall have the right at any time, from time to time, to prepay in whole or in part, the
   principal and the interest due on this Note without premium or penalty.

6. Default. Non-payment, when due, of any indebtedness under this Note of Shared Interest to the holder hereof for a
   period of thirty (30) days after written notice to Shared Interest shall constitute a default by Shared Interest resulting
   in all obligations and indebtedness under this Note of Shared Interest and any endorser or guarantor hereof to the
   holder, whether absolute, contingent, direct, indirect, present or future, and however evidenced, to be immediately
   due and payable.

7. Other Indebtedness. Shared Interest shall not incur any debt that is senior to this Note.

8. Usury. In no event shall Shared Interest be required to make any payment hereunder that would violate any
   applicable law regulating or limiting the rate of interest that the holder of this Note may lawfully collect.

9. Recourse. The holder of this Note shall have no legal or other right to look to (i) any of the entities the Loans of
   which are guaranteed by the Guarantees, or (ii) any of the development initiatives which receive Loans from such
   entities, for repayment of the amount represented by this Note. Shared Interest’s obligations under this Note are
   unsecured.

10. Collection Expenses. All expenses and reasonable attorney’s fees incurred by the holder in the collection of this
    indebtedness shall be the obligation of and paid by Shared Interest and any endorser or guarantor hereof.

11. Waiver. Shared Interest and every endorser or guarantor hereof hereby waive presentment, demand, notice
    (except as provided herein), protest and all other notices in connection with the exercise or enforcement of the
    holder’s rights and any defense of reason or extension of time, renewals or other indulgences granted by the holder
    with respect to Shared Interest and consent to the release, discharge, or suspension of enforcement of this
    instrument against any party liable herein.

12. Notice. All notices hereunder shall be made by certified mail, return receipt requested, to Shared Interest at 121
    West 27th Street, Suite 805, New York, NY 10001, and to the holder at the most recent address the holder shall
    have provided to Shared Interest.

13. Prospectus. Reference is made to the Prospectus which accompanied the Shared Interest Investor Application for
    more information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby.
    The contents of this Note are qualified by reference to the provisions of the Prospectus.

14. Governing Law. This Note shall be interpreted in accordance with the laws of the State of New York.


                                               SHARED INTEREST, INC.

                                               By:________________________________________

                                               Donna Katzin
                                               Executive Director




                                                                                  PROSPECTUS SHARED INTEREST APPENDIX A


CPAM: 4632912.6
                          SHARED INTEREST INVESTOR APPLICATION
                  Loan amount to Shared Interest of $____________________ (minimum of $3,000)

            Term of Loan (circle one) 3 Years 4 Years 5 Years 6 Years 7 Years 8 Years 9 Years 10 Years
Please complete the appropriate line item below, specifying your desired Interest Rate, Charitable Contribution and Net
Interest Rate within the applicable range:

   Term                Amount               Interest Rate      Specified           Charitable              Net Interest
                                                Range        Interest Rate        Contribution                Rate*
3 or 4 years          $3,000 - $24,999         0-0.25%        _________%           _________               _________
                      $25,000 or more          0-0.40%        _________%           _________               _________
More than 5 Years     $3,000 - $24,999         0-0.60%        _________%           _________               _________
                      $25,000 or more            0-1.00%      _________%           _________               _________
                    *Net Interest Rate is the Specified Interest Rate minus the Charitable Contribution.

 Please designate my/our loan to back guarantees in Southern Africa (the 15 countries in the Southern African
  Development Community).
 Please automatically renew the Note when it matures.
1. Investor Information
   Mr. Ms. Mrs. Rev. Dr. Other_______________ Security/Tax ID Number___________________________
   Investor______________________________________________________________________________________
   Address_____________________________________________________________________________________
   City_________________________________________________ State_________________ Zip_______________
   Home Telephone__________________ Work Telephone_______________ Mobile Number___________________
   Fax____________________________ Email________________________________________________________

2. Preferred Contact Method
   Please circle one of the following: Telephone        or     Email
   Designated Contact Person/Financial Advisor:_______________________________________________________
   Address_____________________________________________________________________________________
   Contact Phone________________________ Email_______________________ Fax_________________________
   Please circle, as appropriate: Contact should receive statements Contact should receive interest payments

3. Bank Information (Optional) Please direct interest and principal payments to the following bank:
   Bank Name___________________________________________________________________________________
   Address_____________________________________________________________________________________
   Account Name_______________________________________________ Acct. No._________________________
   Bank Officer__________________________________________________________ Tel. No._________________

4. Confidentiality Waiver
   Please indicate one of the following:
      Yes, Shared Interest may include my/our name and loan amount in a list for potential investors.
      No, Shared Interest may not include my/our name and loan amount in a list for potential investors.
5. Delivery Instructions
            Mail: Shared Interest, Inc., 121 West 27th Street, Suite 805, NY, NY 10001
   Wire Transfer: Please call our Finance Director at (646) 442-0183
6. Signature
   Investor’s signature___________________________________________________ Date_____________________


PROSPECTUS SHARED INTEREST    :   APPENDIX B-1


CPAM: 4632912.6
THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM FEDERAL REGISTRATION AND
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION, NOR HAS THE FEDERAL OR ANY STATE SECURITIES COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT MADE
AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION.

YOU UNDERSTAND THAT THESE INVESTMENTS ARE UNSECURED AND ARE NOT DEPOSITS OR
OBLIGATIONS OF OR GUARANTEED OR ENDORSED BY ANY BANK AND ARE NOT INSURED BY ANY FEDERAL
OR STATE AGENCY. THESE INVESTMENTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Shared Interest Inc. (“Shared Interest”) is a tax-exempt non-profit Delaware corporation and a public charity whose
directors serve as it members. Your investment in Shared Interest Notes is pooled with investments from other
investors and used as security to back guarantees (“Guarantees”), in the form of standby letters of credit, issued on
behalf of Thembani International Guarantee Fund (“TIGF”), which is based in South Africa. TIGF uses the capital raised
in the U.S. by Shared Interest as security for Guarantees issued by TIGF to South African and other Southern African
financial institutions. The financial institutions then provide credit to community development initiatives and other non-
governmental organizations and community based intermediaries (“Beneficiaries”). These Beneficiaries then lend to
small and microenterprises, collective economic development initiatives and housing projects in low-income South
African or other Southern African communities.

You receive a rate of return that may not be commensurate with the level of risk entailed by this investment and may
also donate a portion of the interest on this investment to Shared Interest to cover costs incurred by Shared Interest to
prepare, issue and monitor guarantees (“Charitable Contribution”).

The Notes entail substantial risks because Shared Interest cannot predict the frequency of occurrences of calls on
Guarantees. Your only recourse for payments on the Notes is against Shared Interest. Any losses incurred by Shared
Interest as a result of calls on its Guarantees that exceed Shared Interest’s guarantee loss reserve fund will be drawn
from your outstanding principal in the same proportion as your investment is to the total principal amount of all
outstanding Shared Interest Notes. In the event that Shared Interest incurs losses in excess of the Shared Interest
GLRF arising out of Guarantees for loans to Beneficiaries in South Africa, such excess loss amount will be allocated on
a pro rata basis among all of the holders of Notes that are South Africa specific and Notes that cover the broader
Southern African Region. In the event that Shared Interest incurs losses in excess of the Shared Interest GLRF arising
out of Guarantees for loans to Beneficiaries in the broader Southern African Region (excluding South Africa), such
excess loss amount will be allocated on a pro rata basis among all of the holders of Notes that cover such broader
Southern African Region, but such excess loss amount will not be allocated among holders of Notes that are South
Africa specific. In no event shall your losses exceed the amount of your Notes. Shared Interest may prepay the whole
or any part of the investment at any time or times without penalty.

Shared Interest holds its investment funds in U.S. Dollars and its guarantee loss reserve fund predominantly in South
African Rand-denominated debt instruments. Its Guarantees are issued primarily in South African Rand. If Shared
Interest expands its activities into other Southern Africa countries, it expects that those Guarantees will be issued in the
applicable country’s local currency. Shared Interest does incur the risk that the U.S. Dollar could devalue relative to the
Rand or other local currency while a Guarantee is outstanding, in which case Shared Interest would have to use more
U.S. Dollars to purchase the applicable local currency necessary to cover those Guarantees in the event of a loan
default by a Beneficiary.

Detailed information on this program is provided in the Prospectus which accompanied this Investor Application and was
provided free of charge. Please acknowledge your receipt and review below:
 Your Acknowledgement_____________________________________________
 Date______________________


                                                                                PROSPECTUS SHARED INTEREST APPENDIX B-1


CPAM: 4632912.6
                        SHARED INTEREST INVESTOR QUESTIONNAIRE
Certain states view the offering by tax-exempt organizations of promissory notes such as Shared Interest Notes as an
offering of securities that either must be registered with the state or must qualify for an exemption from registration.
When offering Shared Interest Notes to prospective Investors in states where they are not so qualified or registered,
Shared Interest may rely on a private offering exemption. In order to do so, we will be required to demonstrate that all
but a specified number of Investors meet certain income or net worth tests. Accordingly, we ask that you complete the
following questionnaire.

To be completed by individual Investors:

1. You (i) have a net worth (or joint net worth with your spouse) exceeding $1 million, excluding the value of your
   primary residence or (ii) have had individual income exceeding $200,000 in each of the two most recent years or
   joint income with your spouse exceeding $400,000 in each of those years and you have a reasonable expectation of
   reaching the same income level in the current year, and

2. Your total Notes to Shared Interest do not exceed 10% of your net worth (or joint net worth with your spouse).

Please circle one of the following:         Yes           No


To be completed by institutional Investors:

1. You are (i) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, with
   total assets (including endowment, annuity and life income funds) of not less than $5 million according to your most
   recent audited financial statements, (ii) a corporation with a net worth on a consolidated basis according to your
   most recent audited financial statement of not less than $14 million or (iii) a limited partnership, with total assets of
   not less than $5 million according to your most recent audited financial statements; and

2. You have not been formed for the purpose of making the investment.

Please circle one of the following:         Yes           No



Name of Investor__________________________________________________________________________________
Signature of Investor________________________________________________________ Date__________________




PROSPECTUS SHARED INTEREST     :   APPENDIX B-2


CPAM: 4632912.6

								
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