Accion Opportunity Fund Inc.

“The network has multiple members that pay an annual membership fee based on the total net assets of the member organization during the year.”

“The network consists of two classes of members. The first is known as a class a member. There is one class a member and that member is accion, international, inc. The second is known as a class b member. This class is made up of accion chicago, accion new mexico, accion san diego, and accion east, inc. A class b member can automatically be removed and cease to be a class b member, upon the vote of two-thirds of the total number of class b members, following the recommendation to the class b members by a super majority board vote, which recommedation may be made, in the discretion of the board of directors, solely upon (1) the failure of the class b member to pay the class b annual dues within 90 days after a delinquent notice has been delivered to such class b member or (2) the failure of the class b member to comply in any material respect with the terms of the accion member license to which it is party, as determined by the board of directors, for a period of 90 days after notice of such noncompliance has been delivered to such class b member. The class a member can automatically be removed and cease to be the class a member, upon the vote of two-thirds of the total number of class b members, following the recommendation to the class b members by a super majority board vote, which recommendation may be made, in the discretion of the board of directors, solely upon the expiration of 90 days following the termination or expiration, without renewal or replacement, of the licensing agreement between the class a member and the corporation. The class a member can elect two directors and each class b member can elect one director.”

“The finance and audit committee will review the form 990 with the accounting firm and the ceo. Once that review is completed, the committee will report out to the full board of directors, each of whom will receive a copy of the 990 prior to the board meeting. A resolution at a duly convened meeting of the board of directors will be passed authorizing (or not) the report 990 to be submitted.”

“The conflict of interest policy was approved by the board of directors on december 11, 2011 and amended in 2012. The board adopted two supplementary policies for its conflict of interest policy at its august 9, 2012 board meeting, which are as follows. Approval of procedures for evaluating interested transactions: in furtherance of the conflict of interest policy of the company, the company proposes that when the board evaluates a potential interested transaction where a more advantageous transaction for the company is not reasonably possible that would not give rise to a conflict of interest, that the board determine by a majority vote of disinterested directors whether such transaction or arrangement is in the company's best interest, for its own benefit and whether such transaction is fair and reasonable. Approval of periodic review of company transactions in furtherance of the conflict of interest policy of the company, the company proposes that periodically, and in any event no less frequently than every three years, that the audit committee review the companys partnerships and contracts with its members, directors, officers and their affiliates to determine that such contracts and partnerships conform to the companys written policies, are properly recorded, reflect reasonable investments or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefits or in an excess benefit transaction for the company.”

“An independent firm was hired in august 2011 to set titles and salaries for all employees. The review contained comparability information including minimum, mid and maximum salary ranges plus benefits by size of company and revenues by geography as needed. The ranges were reviewed by the ceo and proper salaries and titles were set for each employee. This process has continued leveraging resources at accion international that are available at the time job descriptions and salary ranges are determined. The board of directors voted on the ceo's salary.”

“The network makes all of its governing documents, conflict of interest policy and financial statements available upon request.”

“The network makes its form 990 and 1023 available upon request.”

“The return is being amended to incorporate a missing contribution from metlife into schedule b. The total contributions on part viii remain the same.”

“The form 990 is reviewed by management and provided to the board for their review and approval.”