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1002 O’Reilly Avenue, San Francisco, CA 94129 | (415) 561-3900 | rsfsocialfinance.org

PROSPECTUS

JUNE 30, 2017

INFORMATION ON INVESTMENT NOTES

Total Aggregate Offering $50,000,000

Term Matures at the end of each calendar quarter*

Rate Variable

Minimum Investment Requirement $1,000

*Investment Notes are subject to automatic reinvestment if an investor fails to elect to have the principal amount of such investor’s Promissory Note repaid at maturity.

Unsecured General Obligation Debt

This Prospectus contains important information about RSF Social Investment Fund, Inc. (the “Fund”) and the Investment Notes (the “Notes”) it is offering to issue. Prospective investors are advised to read this Prospectus carefully prior to making any decisions to invest in the Notes. The Fund is a non-profit corporation and has received a determination letter from the U.S. Internal Revenue Service granting it tax-exempt status as a charitable organization under Section 501(c)(3) of the Internal Revenue Code. The Fund is an innovative social finance organization that uses invested funds to make loans to mission-aligned enterprises that create deep social im-pact. Borrowers are evaluated on creditworthiness, values-driven employee and customer practices, benefit to place, and envi-ronmental regeneration. The Fund makes loans to enterprises whose work focuses on one or more of the following sectors:

− Food & Agriculture; − Education & the Arts; and − Ecological Stewardship.

The Fund is a controlled supporting organization of Rudolf Steiner Foundation, Inc. (“RSF”), which does business as “RSF So-cial Finance” and operated a lending program similar to the Fund's for 30 years (see “History and Operations,” beginning on page 11). Another affiliate of the Fund, RSF Social Enterprise, Inc. ("SEI"), makes loans to for-profit social enterprises using capi-tal supplied by the Fund through an intercompany credit facility (see "History and Operations," beginning on page 11 and "Fi-nancing and Operational Activities" beginning on page 17 for further details). The disclosures in this Prospectus regarding the Fund's lending program and loan portfolio also include SEI's operations. The Fund is offering the Notes on the terms described in “Description of the Notes,” beginning on page 13. Each Note is unse-cured, has a minimum investment of $1,000, and matures at the end of every calendar quarter. The Fund pays interest to investors at an annual rate during each three-month term. The interest rate on the Notes is reset quarterly as of the first day of each calendar quarter, and is based on the input of the Fund's stakeholders as well as market

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rates and macroeconomic conditions (see “Description of the Notes" beginning on page 13). From June 30, 2016 to December 31, 2016 the interest rate was 0.50% and increased to 0.75% on January 1, 2017. The Fund may issue the Notes in certain states in the United States and certain foreign countries during the period from July 1, 2017, to June 30, 2018, up to a total aggregate amount of $50,000,000. The offering will be ongoing during this one-year pe-riod and may be extended thereafter. This Prospectus will be updated or supplemented any time there is a material event that investors should be aware for the purposes of making an investment decision. Purchase of a Note is not a donation to the Fund, and is not tax-deductible. Interest paid on a Note is taxable. Please consult your tax advisor for information specific to your circumstances (see “Tax Aspects,” beginning on page 19). Investment in the Notes is subject to certain risks. You should not invest in the Notes if you cannot afford to lose the principal amount or if you need liquidity (see “Investment Risk Factors,” beginning on page 8). The Fund will not pay any direct or indirect underwriting, sales, fees, or commissions. Therefore, with the exception of opera-tional expenses, all of the proceeds of this offering will be available to support the Fund’s mission. The Fund’s estimated total offering expenses from July 1, 2017, through June 30, 2018 (excluding interest on the Notes) are $400,000. It is anticipated that investors in the Notes will be persons and organizations who wish to align their investments with their values of environmental sustainability and social responsibility. To invest in the Fund, please complete the attached Investment Application or contact:

RSF Social Investment Fund, Inc. 1002 O’Reilly Avenue San Francisco, California 94129-1101 rsfsocialfinance.org Email: mail@rsfsocialfinance.org Phone: (415) 561-3900

This Prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates," “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify such forward-looking statements. You should not place undue reliance on these forward-looking statements. The Fund’s actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including but not limited to the risks described under the heading “Investment Risk Factors” and elsewhere in this Prospectus. Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities regulator has approved, disapproved or endorsed these securities, nor determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Notes will not be sold in, nor will Investment Applications be honored from residents of, the following states: Arkansas, Missouri, and Washington. Investors are encouraged to consider the concept of investment diversification when determining the amount of Notes that would be appropriate for them in relation to their overall investment portfolio and personal financial needs. No one has been authorized to give any information or to make any representations in connection with this offering other than those contained in this Prospectus. You should not rely on any information or representation that is inconsistent with this Pro-spectus. You should not rely on this Prospectus for investment, legal, accounting, or tax advice. You should consult your own profes-sional advisors before investing in the Notes. The SEC has not reviewed this Prospectus, and the offer and sale of these Notes has not been registered with the SEC, in reli-ance upon the exemption from registration for charitable organizations contained in Section 3(a)(4) of the federal Securities Act of 1933.

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The Notes have not been registered with the securities departments of those states that have laws exempting from registration securities of certain religious, charitable and educational organizations. Additionally, no securities department of any state has passed upon the merits of the securities hereby offered or recommended, or given approval to the securities or the accuracy of this Prospectus. The Notes are not savings or deposit accounts or other obligations of a bank, and are not insured by the Federal Deposit Insur-ance Corporation (FDIC) or any state bank insurance fund or any other governmental agency. The payment of principal and interest to an investor in the Notes is dependent upon the Fund’s financial condition. Any prospective investor is entitled to review the Fund’s financial statements, which will be furnished at any time during business hours upon request. The Notes are obligations of the Fund and are not obligations of, nor guaranteed by, RSF or any affiliate of RSF.

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STATE-SPECIFIC INFORMATION

THE FOLLOWING STATES REQUIRE THESE ADDITIONAL DISCLOSURES: FOR RESIDENTS OF ALABAMA ONLY. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE STATE OF ALABAMA. THE SECURITIES WILL BE SOLD PURSUANT TO THE EXEMPTION IN SECTION 8-6-10(8) OF THE ALABAMA SECURITIES ACT. FOR RESIDENTS OF ARIZONA ONLY. THE OFFERING HEREIN IS MADE ONLY BY THIS PROSPECTUS. FOR RESIDENTS OF CALIFORNIA ONLY. THE OFFERING OF SECURITIES DESCRIBED HEREIN IS AUTHORIZED BY A PERMIT GRANTED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES NOR HAS THE COMMISSIONER PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS. THE TOTAL AMOUNT TO BE SOLD IN ALL CATEGORIES BETWEEN JULY 1, 2017 AND JUNE 30, 2018 WILL NOT EXCEED $50,000,000 AND IN CALIFORNIA WILL NOT EXCEED $20,000,000. THE AMOUNT WHICH MAY BE SOLD IN CERTAIN CATEGORIES OF NOTES NATIONWIDE IS LIMITED TO THE AMOUNT EXPECTED TO BE SOLD IN EACH CATEGORY. FOR RESIDENTS OF FLORIDA ONLY. THE SECURITIES WILL BE SOLD PURSUANT TO THE EXEMPTION IN SECTION 517.015(9), F.S. THE FUND IS REGISTERED AS AN ISSUER-DEALER IN THE STATE OF FLORIDA, AND ONLY THOSE PERSONS THAT ARE REGISTERED WITH THE DIVISION OF SECURITIES AND FINANCE MAY DISCUSS, OFFER OR SELL THESE SECURITIES. FOR RESIDENTS OF KENTUCKY ONLY. THESE SECURITIES ARE ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM REGISTRATION UNDER SECTION KRS 292.400(9) OF THE KENTUCKY SECURITIES ACT. FOR RESIDENTS OF MICHIGAN ONLY. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE STATE OF MICHIGAN. THE SECURITIES WILL BE SOLD PURSUANT TO THE EXEMPTION IN MCL 451.2201(G) OF THE MICHIGAN UNIFORM SECURITIES ACT. FOR RESIDENTS OF NEW HAMPSHIRE AND WISCONSIN ONLY. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. FOR RESIDENTS OF NEW YORK ONLY. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. FOR RESIDENTS OF NORTH CAROLINA AND TENNESSEE ONLY. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THESE SECURITIES 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, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR RESIDENTS OF NORTH DAKOTA ONLY. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE STATE OF NORTH DAKOTA. THE SECURITIES WILL BE SOLD PURSUANT TO THE EXEMPTION IN SECTION 10-04-05(5) OF THE NORTH DAKOTA SECURITIES ACT. THE OFFERING HEREIN IS MADE ONLY BY THIS PROSPECTUS. FOR RESIDENTS OF OHIO ONLY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED AS AN INVESTMENT FOR ANY OHIO RESIDENT BY THE OHIO DIVISION OF SECURITIES NOR HAS THE DIVISION PASSED UPON THE ACCURACY OF THE STATEMENT OR ACCOMPANYING OFFERING MATERIALS. FOR RESIDENTS OF OREGON ONLY. THESE SECURITIES HAVE BEEN REGISTERED WITH THE DIRECTOR OF THE DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCE AND CORPORATE SECURITIES. HOWEVER, THIS FACT DOES NOT IN ANY WAY CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION BY THE DIRECTOR, NOR HAS THE DIRECTOR PASSED UPON THE ACCURACY, ADEQUACY OR VALUES CLAIMED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. FOR RESIDENTS OF PENNSYLVANIA ONLY. THE FUND'S COMPLETE AUDITED FINANCIAL STATEMENTS WILL BE DELIVERED TO CURRENT PENNSYLVANIA INVESTORS WITHIN 120 DAYS OF EACH FISCAL YEAR END. NOTICE TO PENNSYLVANIA RESIDENTS: PURSUANT TO SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, YOU MAY ELECT, WITHIN TWO BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS (WHICH IS NOT MATERIALLY DIFFERENT FROM THE FINAL PROSPECTUS) TO WITHDRAW YOUR ACCEPTANCE OF YOUR PURCHASE OF NOTES AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A WRITTEN NOTICE TO THE FUND INDICATING YOUR INTENTION TO WITHDRAW VIA LETTER, EMAIL OR FAX AT:

RSF SOCIAL INVESTMENT FUND, INC. 1002 O’REILLY AVENUE SAN FRANCISCO, CA 94129 EMAIL: MAIL@RSFSOCIALFINANCE.ORG FAX: (415) 561-3919.

FOR RESIDENTS OF SOUTH CAROLINA ONLY. WITH RESPECT TO SALES OF THESE SECURITIES IN THE STATE OF SOUTH CAROLINA, THE SECURITIES ARE EXEMPT FROM REGISTRATION PURSUANT TO AN ELEEMOSYNARY EXEMPTION UNDER SECTION 35-1-201(7) OF THE CODE OF LAW OF SOUTH CAROLINA, 2005. A DEFAULT IN PAYMENT EITHER OF PRINCIPAL OR INTEREST ON ANY ONE SECURITY NOTE SHALL CONSTITUTE A DEFAULT OF THE ENTIRE ISSUE IN THE STATE OF SOUTH CAROLINA. IN SUCH SITUATION THE RIGHTS OF THE NOTEHOLDERS IN DEFAULT SHALL INCLUDE THE RIGHT TO A LIST OF NAMES AND ADDRESSES OF ALL NOTEHOLDERS OF SECURITIES WHO ARE RESIDENTS OF THE STATE OF SOUTH CAROLINA, IF THERE IS NO TRUSTEE TO ACT FOR ALL NOTEHOLDERS, AND THE RIGHT OF THE NOTEHOLDERS OF 25% IN THE PRINCIPAL AMOUNT OF THE NOTES OUTSTANDING TO DECLARE THE ENTIRE ISSUE DUE AND PAYABLE. FOR RESIDENTS OF VIRGINIA ONLY. THE VIRGINIA STATE CORPORATION COMMISSION DOES NOT PASS UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS OR UPON THE MERITS OF THIS OFFERING AND THE COMMISSION EXPRESSES NO OPINION AS TO THE QUALITY OF THIS SECURITY. THIS INVESTMENT CONTAINS EXPOSURE TO INTEREST RATE SWAPS. INVESTMENTS

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SHOULD BE MADE ONLY IF THE INVESTOR CAN MANAGE EXPOSURE TO THESE TRANSACTIONS. INVESTORS SHOULD BE AWARE OF CERTAIN RISKS INVOLVED WITH THIS INVESTMENT. PLEASE REVIEW THE PROSPECTUS AND RISK FACTORS CAREFULLY. INVESTMENTS SHOULD ONLY BE MADE IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SECURITIES TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.

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TABLE OF CONTENTS

PROSPECTUS .................................................................................................................................................................................................................................. 1

STATE-SPECIFIC INFORMATION ......................................................................................................................................................................................... 4

TABLE OF CONTENTS................................................................................................................................................................................................................ 7

SUMMARY ........................................................................................................................................................................................................................................ 7

INVESTMENT RISK FACTORS ................................................................................................................................................................................................ 8

HISTORY & OPERATIONS ........................................................................................................................................................................................................ 11

USE OF PROCEEDS ................................................................................................................................................................................................................... 13

DESCRIPTION OF THE NOTES ............................................................................................................................................................................................. 13

PLAN OF DISTRIBUTION ......................................................................................................................................................................................................... 15

LENDING PROGRAM ................................................................................................................................................................................................................ 16

FINANCING & OPERATIONAL ACTIVITIES ...................................................................................................................................................................... 17

TAX ASPECTS ............................................................................................................................................................................................................................... 19

MANAGEMENT ...........................................................................................................................................................................................................................20

RELATED-PARTY TRANSACTIONS .................................................................................................................................................................................... 21

PRIVACY POLICY ....................................................................................................................................................................................................................... 22

FINANCIAL STATEMENTS & ADDITIONAL MATERIALS ........................................................................................................................................... 24

INDEPENDENT AUDITOR’S REPORT ............................................................................................................................................................................... 28

STATEMENTS OF FINANCIAL POSITION ........................................................................................................................................................................ 32

STATEMENTS OF ACTIVITIES............................................................................................................................................................................................... 33

STATEMENTS OF CASH FLOWS ......................................................................................................................................................................................... 34

NOTES TO FINANCIAL STATEMENTS .............................................................................................................................................................................. 35

LIST OF BORROWERS ............................................................................................................................................................................................................. 53

INVESTMENT APPLICATION ................................................................................................................................................................................................ 54

SUMMARY

THE FUND. RSF Social Investment Fund, Inc. (the “Fund”) is a tax-exempt, non-profit social finance organization whose prin-cipal business is making loans to support mission-aligned enterprises, with a focus on the following sectors: Food & Agricul-ture, Education & the Arts, and Ecological Stewardship. THE OFFERING. The Notes offered through this Prospectus are debt obligations that mature at the end of every calendar quarter. Notes may be issued in any amount not less than $1,000. The interest rate on the Notes is adjusted quarterly and is based on market rates, macroeconomic conditions, and stakeholder input, as described more fully under the heading “Interest Rate,” beginning on page 13. From June 30, 2016 to December 31, 2016 the interest rate was 0.50% and increased to 0.75% on January 1, 2017. The Fund does not issue equity securities. There are no stock options outstanding or to be created in connec-tion with this offering. The offering is made only on behalf of the Fund. There are no promoters working with the Fund. RISK FACTORS. This investment involves significant risks (see “Investment Risk Factors,” beginning on page 8). For example:

− There is no public market for the Notes, and it is not expected that a public market will develop. − The Notes are subject to significant restrictions on transferability under federal and state securities laws.

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− You will have no right to require the Fund to register the Notes under either federal or state law. − These restrictions may require that investors retain the Notes until their maturity, even if it is economically undesira-

ble to do so. Investors must not need liquidity in this investment, and must have independent means of providing for their current and future needs and contingencies.

Financial Summary (Selected Information Extracted from Audited Financial Statements*)

12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012

Cash, cash equivalents, and readily marketable

securities $10,254,506 $23,735,025 $21,817,201 $23,999,653 $11,725,173

Loans receivable, net of loan loss allowance 58,112,938 53,865,512 55,035,677 43,717,175 37,013,565

Secured notes receivable due from related party 36,780,293 25,962,066 30,004,030 30,809,407 43,418,120

Loan delinquency %‡** 0.00% 0.00% 0.00% 0.00% 2.73%

Investor notes payable 110,585,181 105,308,652 108,935,367 101,511,788 90,515,878

Advances due to (from) related parties*** (16,916,355) (4,016,756) (6,430,071) (7,682,802) (2,818,297)

Short Term Debt - - - - -

Long Term Debt 6,005,574 - - - -

Amount redeemed to note holders (includes interest

paid out, fund closures, and gifts from funds) 7,893,636 11,794,166 9,540,633 14,235,727 13,123,308

Total Assets 126,306,735 114,201,930 118,069,542 111,405,478 100,014,386

Total Liabilities 116,631,130 105,337,153 108,963,149 101,518,187 90,523,987

Unrestricted Net Assets (i.e. capital reserves) 9,675,605 8,864,777 9,106,393 9,887,291 9,490,399

Change in Net Assets $810,828 $(241,616) $(780,898) $396,892 $1,568,023 *The ‡ symbol indicates information that is not available in the audited financial statements, so the corresponding amounts are unaudited. **The loan delinquency ratio is calculated by dividing the sum of outstanding loan balances of loans with payments 30 days or more past due by the sum of the total loan portfolio plus the collateral value related to the secured notes receivable due from related party outstanding balances. ***All of the Fund’s advances are to and from Rudolf Steiner Foundation, Inc. and affiliates. See "Financing & Operational Activities" beginning on page 17.

INVESTMENT RISK FACTORS

Investing in the Notes involves significant risks. You should only invest in the Notes if you can afford to lose your entire invest-ment and do not require liquidity. These risks include the following: THE NOTES ARE UNSECURED. The Notes are general obligations of the Fund and are not secured by any collateral, nor are they guaranteed by RSF or any other entity. No sinking fund or trust indenture has been or will be established to ensure or se-cure the repayment of the Notes. The Fund’s ability to pay interest or repay principal depends solely on its financial condition. ASSETS OF THE FUND COULD BE ENCUMBERED. Priority liens on the assets of the Fund given to other lenders could lead to the liquidation of assets in the event of a default, with insufficient assets remaining to operate or redeem the Notes. The Notes are subordinate in ranking and priority in relation to the Fund’s existing and anticipated future indebtedness.

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THE FUND’S ABILITY TO RAISE CAPITAL IS LIMITED. Traditional for-profit financial institutions sell stock and retain earnings to build capital. This capital is available to cover overhead and to provide liquidity and reserves against losses. As a non-profit organization, the Fund may not issue stock, and does not have or expect to have substantial retained earnings. If capital re-serves need to be increased, the Fund will raise funds primarily through gifts or guarantees from donors. THE NOTES ARE UNRATED. The Notes have not been submitted to any rating agency to obtain an opinion or rating of the risk of timely collection of principal and interest. THE NOTES ARE NOT INSURED. The Notes are not bank deposits, and are not FDIC insured. The risks of an investment in the Notes may be greater than implied by relatively low interest rates on the Notes. THE NOTES ARE NOT TRANSFERABLE. There is no public market for the Notes, nor is a public market expected to develop. In addition, state and federal securities laws limit your ability to transfer the Notes to any other person. These factors may therefore require that you retain the Note until its maturity, even under circumstances where it is economically undesirable to do so. You should invest in the Notes only if you have independent means for providing for your current and future needs and contingencies. THE FUND HAS LIMITED LIQUIDITY. The Fund intends to lend substantially all of the proceeds from the sale of the Notes to borrowing enterprises. The Fund's loans typically have maturities of between 1 to 5 years. Such loans are not publicly traded, illiquid, and subject to long-term financing commitments. The Fund does not expect be able to readily dispose of such loans and, in some cases, may be prohibited from doing so. Note proceeds that are not lent to borrowers will be invested as de-scribed on page 18 under "Investment of Undeployed Assets". Since the loans themselves are illiquid, the sources of repay-ment of the Notes are limited to regularly scheduled loan payments from borrowing enterprises, marketable securities owned by the fund, lines of credit, and cash reserves. Accordingly, (1) substantial losses or delinquencies in the loan portfolio or losses in the Fund’s marketable securities, accompanied by depletion of the Fund's cash reserves, or (2) redemptions of Notes in ex-cess of the Fund’s available cash reserves, may impede the Fund’s ability to pay principal and interest in a timely fashion. EARLY REDEMPTION. The Fund is not obligated to allow holders to redeem Notes prior to maturity. It may, at its discretion, choose to allow early redemption in certain cases based on both market conditions and current liquidity. THE FUND SHARES EMPLOYEES UNDER A CONTRACT WITH RSF. The Fund utilizes the staff of RSF, which operated a sim-ilar lending program beginning in 1984. The Fund and RSF have signed service agreements under which RSF manages the Fund’s operations using RSF’s employees, and the Fund pays RSF for its services based on RSF’s actual cost of providing the services with no profit margin. The success of the Fund depends on RSF's ability to identify and willingness to provide ac-ceptable compensation to attract, retain and motivate talented financial professionals and other employees. There can be no assurance that such financial professionals will continue to be associated with RSF in the future, and the RSF's failure to attract or retain such financial professionals could have a material adverse effect on the Fund. The Fund’s Board of Directors and its officers oversee the services performed by RSF’s employees. (See “Management,” beginning on page 20.) GENERAL ECONOMIC AND MARKET CONDITIONS COULD ADVERSELY AFFECT THE FUND. The success of the Fund will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances (including wars, terrorist acts, or security operations). These factors may affect the ability of the Fund's borrowers to repay their loans, the ability of the Fund to make new loans, and the Fund's liquidity. For example, recessionary conditions could increase the likelihood of default by the Fund’s borrowers. In addition, the tightening of the credit market could make it more difficult for the Fund to use a commercial line of credit to supplement its liquidity needs. These and other circumstances could make it more difficult for the Fund to meet its obligations under the Notes. THE FUND’S MANAGEMENT IS CONTROLLED BY RSF; CONFLICTS OF INTEREST. RSF has the right to appoint at least a majority of the Fund’s Board of Directors. Two of the Fund’s directors are current members of RSF’s Board of Trustees. Some of the Fund’s officers are currently officers of RSF. Therefore, conflicts of interest may arise from time to time that could affect the management and operation of the Fund.

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THE FUND’S LOANS MAY HAVE HIGHER RISK PROFILES. The Fund’s lending program is an essential component of its char-itable mission, and its underwriting criteria will include mission-related factors that extend beyond a traditional lender’s focus on credit risk. Accordingly, the Fund may make loans that would be considered high-risk by for-profit commercial lenders. Any or all of these borrowers could default, which could make it difficult or impossible for the Fund to meet its obligations under the Notes. LOAN CONCENTRATIONS. The Fund has no formal guidelines for diversification. As a result, the Fund's loan portfolio could become significantly concentrated in a limited number of borrowers, industries, sectors, or geographic regions; and any such concentration of risk may increase losses suffered by the Fund. For example, at June 30, 2017, the Fund had a 26% concentra-tion in loans to Waldorf and charter schools. Based on current economic conditions, schools may be subject to a drop in tuition revenue and/or state funding. A LOSS OF TAX-EXEMPT STATUS OR CHANGES IN LAWS COULD MAKE IT DIFFICULT FOR THE FUND TO RAISE CAPITAL. Engaging in certain activities may cause the Fund to lose its tax-exempt status, thereby precluding its ability to raise donations or sell Notes. The Fund could also lose its tax-exempt status if it fails to maintain its separateness from for-profit affiliates. Changes in federal or state laws, rules or regulations regarding the sale of securities by charitable or non-profit organi-zations may make it more costly and difficult for the Fund to offer and sell Notes in the future. Such an occurrence could result in a decrease in the amount of Notes that the Fund sells, thus affecting the Fund’s operations and ability to meet its obliga-tions under the Notes. THE FUND MAY BE SUBJECT TO INTEREST RATE SPREAD RISK. The Fund makes loans at a higher interest rate than it pays on borrowed funds. The “spread” between interest earned and interest paid is intended to cover the Fund’s cost of doing busi-ness, including credit losses. The terms of loaned and borrowed money are not identical. Under certain circumstances, market and credit conditions may cause the spread to decline to the point where the Fund’s annual expenses exceed its annual in-come, thus negatively affecting the Fund’s ability to meet its obligations under the Notes. THE FUND IS NOT OBLIGATED TO PROCEED WITH PLANNED OPERATIONS. At any time, the Fund could discontinue its operations and either undertake different activities or discontinue activities altogether. At this time, the Fund intends to pro-ceed with the operations described in this Prospectus indefinitely, but is under no legal obligation to do so. RELATED PARTY TRANSACTIONS MIGHT NOT BE FAVORABLE TO THE FUND. From time to time, there are a variety of transactions between the Fund and one or more of its affiliates. More information regarding the Fund’s recent related-party transactions is included under “Related Party Transactions,” beginning on page 21. While the Fund has adopted conflict of in-terest procedures to safeguard the interests of the Fund and its investors, it is possible that a related party transaction might be more favorable to the affiliate than to the Fund. NOTE HOLDERS HAVE NO CONTROL. All decisions with respect to the management of the Fund will be made exclusively by the Fund’s Board of Directors or by officers to whom the board delegates authority. Investors have no right to take part in the management of the Fund, or to vote on any matters affecting the Fund, including the election of Directors. Accordingly, you should not invest in the Fund unless you are willing to entrust all aspects of the management of the Fund to its Board of Di-rectors. THERE IS NO ASSURANCE THAT THE FUND WILL SELL NOTES. The Notes are offered and sold on a reasonable best efforts basis by the Fund. There is no assurance that the Fund will sell any fixed value or amount of its Notes. EARNINGS FROM THE NOTES ARE TAXABLE TO YOU. All of the interest, if any, that you earn on the Notes will be taxable income to you, regardless of whether it is paid out to you or is retained and reinvested. Even though the Fund is a tax-exempt organization under Internal Revenue Code Section 501(c)(3), your earnings from your investment in the Fund are not tax-ex-empt. CREDIT FACILITY WITH RSF SOCIAL ENTERPRISE, INC. As further described under "Financing & Operational Activities" be-ginning on page 17, the Fund has made, and will continue to make, loans to its affiliate, RSF Social Enterprise, Inc. ("SEI"), through a funding agreement (the "Credit Facility") with SEI. As a result, the Fund has significant exposure to SEI as a credit

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and operational risk. SEI is subject to many of the same risks disclosed herein with respect to the Fund, including, without limi-tation, general economic and market conditions, loan risk profiles, concentration risk, interest rate risk, and lack of regulatory oversight. Additionally, the Credit Facility reduces the amount of funds available to the Fund to make direct loans, which bear interest at a higher rate than the Credit Facility. As a result, if the Fund is unable to make one or more loans because of the capital it has committed to SEI through the Credit Facility, this will reduce the amount of interest income the Fund receives. EFFECT OF SUBSTANTIAL REDEMPTIONS. Several factors make substantial redemptions a risk factor for investors. Substan-tial redemptions could be triggered by a number of events, including, for example, significant change in personnel or manage-ment of the Fund, legal or regulatory issues that investors perceive to have a bearing on the Fund or RSF, general economic conditions, or other factors. Actions taken to meet substantial redemption requests from the Fund could result in increased cost of borrowing to meet the Fund's liquidity needs, increased Fund expenses, and increased transaction costs. The Fund may be forced to sell its more liquid assets, which may cause an imbalance in the Fund's portfolio that could adversely affect the remaining investors. Additional information regarding liquidity and redemptions is available, respectively, under "The Fund Has Limited Liquidity" on page 9 and in Note 5 to the Fund's financial statements on page 50. EXEMPTION FROM THE U.S. INVESTMENT COMPANY ACT OF 1940. The Fund is not registered as a U.S. investment com-pany under the U.S. Investment Company Act of 1940, as amended (the "Company Act"), and, therefore, is not required to adhere to certain operational restrictions and requirements under the Company Act. The Fund relies on the exclusion from the definition of an investment company provided in Section 3(c)(10) of the Company Act, which applies to companies organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes; the net earnings of which do not inure to the benefit of any private shareholder or individual. Accordingly, the provisions of the Company Act (which, among other things, prohibit the fund from engaging in certain transactions with its affiliates, and regulate the relation-ship between advisors and investment companies) are not applicable. LOANS. Loans are subject to unique risks, including: (i) the inability of borrowers to make interest and principal payments on loans; (ii) so-called lender-liability claims by borrowers; (iii) environmental liabilities that may arise with respect to collateral securing a loan; and (iv) limitations on the ability of the Fund to directly enforce its rights with respect to loan participations. In analyzing each loan, the Fund compares the relative significance of the risks against the expected benefits of the loan. Suc-cessful claims by third parties arising from these and other risks will be borne by the Fund. COMPETITION FOR LOAN OPPORTUNITIES. The markets in which the Fund seeks to make loans are extremely competitive for attractive loan opportunities. There can be no assurance that the Fund will be able to identify or successfully pursue attrac-tive loans in such markets. Among other factors, competition for suitable loans from other lenders may reduce the availability of loan opportunities, which in turn could affect the Fund's ability to meet its obligations under the Notes.

HISTORY & OPERATIONS

INTRODUCTION. The Fund was established by the Rudolf Steiner Foundation, Inc. (doing business as “RSF” or “RSF Social Finance”) to serve as a vehicle through which investors may support enterprises that are environmentally sustainable and so-cially beneficial while earning a financial return on their investments. This objective is sometimes phrased as a “triple bottom line,” which refers to the economic, social and environmental return on an investment. RUDOLF STEINER FOUNDATION, INC. (“RSF”). RSF is a tax-exempt not-for-profit corporation founded in 1936 by an act of the New York State Legislature for the purpose of supporting and conducting work aligned with the insights of Rudolf Steiner, an Austrian social philosopher who lived from 1861 to 1925. RSF’s Board of Trustees (the “RSF Board”) and RSF’s management team set the overall organization’s mission statement and values statement. They also establish RSF’s two- to five-year strategic plans, compensation policies and an overall annual budget. Seven affiliated entities—which are either (1) tax-exempt, non-profit 509(a)(3) “supporting organizations” of RSF, (2) 100% owned by RSF and its affiliates, or (3) in the case of RSF Mezzanine Fund, L.P., managed by an RSF-affiliated entity—make up the RSF Social Finance enterprise. RSF incurs most of the operating costs in connection with such enterprise (i.e. compensation, rent, etc.) during each year. Each affiliate of RSF has an Intercompany Services Agreement that entitles RSF to

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bill for services provided to each affiliate. Each affiliate has its own board, officers and in one case, its own audit committee. Affiliate board meetings are held annually. See “Financing and Operational Activities,” beginning on page 17. In 1984, RSF began a program of making loans to mission-aligned enterprises. This program evolved into RSF’s Community Investment Fund Program, in which individuals, businesses and other organizations made interest-bearing loans to RSF; those funds were then loaned to mission-aligned enterprises. RSF SOCIAL INVESTMENT FUND, INC. (THE “FUND”). The Fund was incorporated on July 14, 2000, reflecting a determina-tion by the RSF Board that a more sophisticated investing and lending program could be conducted in a separate supporting organization, rather than by RSF directly. The Fund is a California non-profit public benefit corporation exempt from federal and California income taxes as an organiza-tion described under the provisions of Internal Revenue Code ("IRC") Sections 501(c)(3) and 509(a)(3) and Section 23701d of the California Revenue and Taxation Code. As an IRC Section 509(a)(3) “supporting organization”, the Fund is charged with supporting the charitable mission of RSF. The bylaws of the Fund provide that a majority of the Fund’s Board of Directors must be appointed by RSF. The Fund remained largely dormant from its incorporation through early 2006 while regulatory matters were addressed. Namely, the Fund was researching state securities laws regarding registration requirements for the Notes. During that period, the Fund did not issue any Notes, and did not originate any loans. However, in addition to regulatory matters and in anticipa-tion of the commencement of investing and lending activities, the Fund received a gift of $3 million, a loan of $4 million, and a guarantee of obligations in the amount of $5 million. See “Financing and Operational Activities,” beginning on page 17. In March of 2006, the Fund launched its initial offering of Notes, on a limited basis, in states where it was qualified to do so either by regulatory approval or by an exemption from the need for regulatory approval. The Fund has continued efforts to comply with securities laws of additional states, and has expanded its offering of the Notes in additional states as the respec-tive regulatory requirements have been satisfied. The Notes are currently available in 47 states and the Fund intends to pursue approval or exemption in the remaining 3 states in the foreseeable future. In 2007, the Fund was issued a lender’s license by the California Department of Corporations and has since made loans to mission-aligned enterprises as a successor to the similar lending program successfully operated by RSF Social Finance for 30 years. RSF SOCIAL ENTERPRISE, INC. (“SEI”). This taxable California corporation was established in 2007 as a subsidiary of the Fund and obtained a lender’s license in August 2008. On January 1, 2009, as part of a restructuring of RSF operations, SEI was sold to RSF Capital Management, PBC ("CMP") (see "Financing and Operational Activities" beginning on page 17 for details of this restructuring). SEI acquires and originates for-profit social enterprise loans. The board members of SEI are appointed by CMP, its sole shareholder. RSF CAPITAL MANAGEMENT, PBC ("CMP"). On January 1, 2009, SEI was purchased from the Fund by CMP, a Delaware pub-lic benefit corporation established in July 2008 as a Delaware corporation and which later converted to a public benefit corpo-ration on August 1, 2013. CMP is a wholly owned subsidiary of RSF and manages its for-profit activities. The sale of SEI was part of the restructuring of RSF and its affiliates to consolidate the management of all for-profit activities within CMP (see “Fi-nancing and Operational Activities” beginning on page 17). RSF’s CEO is authorized by the RSF Board to appoint the CMP board of directors. CMP is the parent organization for SEI and RSF Mezzanine Management LLC. RSF CHARITABLE ASSET MANAGEMENT LLC (“CAM”). The Fund is a minority member in CAM, with a 6.3% interest at De-cember 31, 2016. The Fund does not invest available Note proceeds in CAM. For more information about the investment of Note proceeds see “Investment of Undeployed Assets” on page 18. CAM is a professionally managed investment organization that invests in mission-related opportunities solely on behalf of RSF and its non-profit supporting organizations. RSF and its non-profit supporting organizations invest charitable and reserve fund

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assets into CAM. CAM does not have a board. RSF is the managing member of CAM, and is responsible for making all deci-sions related to CAM. The non-managing members of CAM are RSF Global Community Fund, Inc. (“GCF”) and the Fund. THE OFFERING. The Fund anticipates that it will issue up to $50,000,000 of its Notes throughout the United States between July 1, 2017, and June 30, 2018, subject to this Prospectus and all updates and supplements. Additional Notes may be issued in subsequent years, as the offering may be extended. The Notes provide general obligation financing for the Fund, and are not specifically secured by particular loans to specific bor-rowing entities.

USE OF PROCEEDS

Proceeds from investments in the Notes will be used by the Fund to fund loans to mission-aligned non-profit organizations. On January 1, 2009, the Fund entered into a funding agreement with SEI to use Fund proceeds to support SEI’s origination and purchase of loans to for-profit mission aligned enterprises (See "Financing & Operational Activities" section beginning on page 17 for more details). Since loan transactions may take several months to process and cannot be timed with precision, a portion of the proceeds from investments in the Notes will be invested by the Fund on a short-term basis in cash and cash equivalents. A portion of the proceeds may also be used to pay the Fund’s operating expenses, which include marketing, management and general overhead. Many of these expenses will be incurred by RSF, and reimbursed by the Fund at their actual cost to RSF without any profit margin, in accordance with a services agreement between RSF and the Fund.

DESCRIPTION OF THE NOTES

INVESTMENT OPPORTUNITY. Investing in a Note is a way for socially conscious investors to support non-profit and for-profit enterprises working for the good of society. The Notes pay interest as described below. Principal and accrued interest is auto-matically reinvested or, if an investor requests, repaid at maturity. HOW TO INVEST. You may invest in the Fund by completing and signing an Investment Application and submitting it to the Fund with a check payable to “RSF Social Investment Fund.” The minimum amount that a Note will be issued for is $1,000, although the Fund may waive this minimum amount in certain circumstances or for certain investors. The Notes are sold at face value (par) without discount. INTEREST RATE. The Fund sets the interest rate for the Notes effective as of the first day of each calendar quarter without issuing a supplement to this Prospectus. Note holders are notified of interest rate changes with their quarterly statement. The interest rate is determined each quarter by members of the Fund’s Pricing Committee, which consists of: Don Shaffer, the Fund’s CEO; Kate Danaher, Senior Manager of RSF’s Social Enterprise Lending & Integrated Capital programs; Susie Lee, RSFs Chief Investment Officer; Chris Cook, RSF’s Chief Financial Officer; John Bloom, RSF’s Vice President; and Mark Herrera, RSF’s Senior Manager of Client Engagement. The interest rate is informed by a meeting held quarterly between representatives of all three stakeholders—investors, borrowers, and RSF staff. The rate is also informed by the Fund’s requirements for financial sus-tainability as well as market rates and macroeconomic conditions. The interest rate as of June 30, 2017, is 0.75%. Current rates and rate history may be obtained online at rsfsocialfinance.org or by calling (415) 561-3900. INTEREST CALCULATION AND PAYMENT. Interest on each Note is calculated and compounded monthly by multiplying the current interest rate for Notes by the average daily outstanding balance on the Note during the month, multiplied by the actual

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days in the month divided by the actual days in the calendar year. For Notes issued after the first day of the month, the aver-age daily outstanding balance on the Note is calculated using a zero dollar balance for each day of the month prior to the day the Note was issued. For illustrative purposes only, the following is a sample interest rate calculation based on a hypothetical 1% interest rate for Notes, an average daily outstanding balance of $200,000 during the month of June, 30 actual days in the month of June, and 365 days in the calendar year: 1% x $200,000 = $2,000 x (30/365) = $164.38. In this example, interest earnings of $164.38 for the month of June would be posted to the investor’s Note. Unless an investor elects otherwise, interest accrued on the Notes is automatically reinvested at the end of each calendar quar-ter. Alternatively, investors may elect to (i) receive quarterly interest payments by check, (ii) donate accrued interest to RSF as a gift, or (iii) waive all or a portion of their interest payments by voluntarily lowering the interest rate on their Note(s). If accrued interest is reinvested, the principal amount of the Note will increase by the amount of interest earned, which will earn interest at the same rate as the original principal. Interest donated to RSF as a gift is a charitable contribution, and may be tax-deducti-ble. If an interest payment check is not cashed within six months of issuance, the Fund will cancel the check and reinvest the interest payment in the investor’s Note. TERM OF THE NOTES. Each Note has a nominal term of three months. However, the actual term of your initial investment may be less because Notes mature at the end of each calendar quarter. For example, if we receive your investment on March 1, the initial term of your Note will be one month, maturing on March 31, the next calendar quarter end. RENEWAL. At maturity, your Note automatically renews for an additional three-month term unless RSF receives your request for repayment not later than 30 days after the maturity date or, if later, 15 days after we send you notice of the new quarter’s interest rate. On renewal, the principal amount of your Note will include any accrued interest from the previous quarter unless you have elected not to reinvest such interest. REDEMPTION. In the event we receive your written redemption request not later than 30 days after a maturity date (or, if later, within 15 days after we send you notice of the next quarter’s interest rate), the redemption will be effective as of the maturity date. No interest will be paid on the redeemed amount for periods following the maturity date. The Fund is not obligated to allow holders to redeem Notes at any time other than a maturity date. However, in special situations, the Fund may consider accommodating an investor’s request for early redemption. In the event the Fund accommodates an investor’s request to re-deem an investment before the next quarter-end maturity date, the Fund may require that such investor forfeit all or a portion of the interest otherwise earned during the current quarter to offset the Fund’s costs for accommodating the early redemption. NON-TRANSFERABLE. The Notes may only be transferred with the prior written consent of the Fund and in accordance with applicable securities laws. The Notes cannot be pledged or otherwise used as collateral to secure any obligations except for obligations to the Fund or any of the Fund’s affiliates. In special circumstances, the Fund, at its sole discretion, may permit changes in ownership to occur. NO PHYSICAL SECURITY. The Notes are registered as book entries only. Investors will not receive a physical certificate as evi-dence of the investment. The issuance and transfer of Notes will be accomplished exclusively on the Fund’s book entry ac-counting system. The Notes are not currently part of any electronic transfer system, such as that operated by the Depository Trust Company (DTC). The Notes do not have CUSIP numbers (referring to the 1964 American Bankers’ Association Committee on Uniform Security Identification Procedures). A broker or dealer cannot electronically transfer the Notes. Under certain circumstances, at the Fund’s sole discretion, physical evidence of the Notes may be delivered to custodians. The Fund may elect in the future to register the Notes with DTC in order to facilitate electronic transfer. You will be notified in this event.

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INDIVIDUAL RETIREMENT ACCOUNTS. A self-directed IRA may invest in the Notes using a custodian that permits such in-vestments. A self-directed IRA is an individual retirement account that allows the holder the option of selecting investment vehicles for the IRA account. These accounts may be a traditional IRA, Roth IRA, Educational IRA, or SEP IRA. QUARTERLY REPORTING. You will receive a statement following the end of each calendar quarter. This statement includes the amount of the Note, interest rate, maturity date, current interest paid, and interest paid year-to-date. The statement may also include or may be accompanied by other information or materials the Fund believes may be of interest to you. From time to time you may also receive a supplement that updates the information in this Prospectus. In the event a supplement is is-sued, you should carefully review it before making a decision to invest or re-invest in the Fund. YEARLY REPORTING. The Fund’s financial statements are audited each year, and are available to Investors upon written re-quest within 120 days of its fiscal year end. The Fund's most recent financial statements are also available on RSF's website at rsfsocialfinance.org/about/financials/. Certain investors may receive financial statements automatically if required pursuant to applicable state law. RIGHT TO REJECT INVESTMENTS. The Fund reserves the right to decline to accept an investment without providing reasons for its decision. RIGHT OF RESCISSION. In addition to rights you may have pursuant to the laws of your state of residence, you may rescind an Investment Application within three business days after the later of (1) the date that you first receive a copy of this Prospec-tus or any updates or supplements, or (2) the date on which the Fund receives your Investment Application. To rescind, you should send us a written request for rescission, postmarked no later than the third day indicated above. If you make an oral request for rescission, be sure to ask for written confirmation that your request has been received. Upon timely receipt of your request for rescission, we will return to you the full amount you included with your Investment Application. ADDITIONAL SECURITIES. The Fund reserves the right to issue other securities with different terms and conditions concurrent with or following this offering of Notes. It is possible that other securities offered may have rights senior to the Notes. SENIORITY. The Notes are junior in priority to other existing debt, and the Fund reserves the right to give greater seniority to debt created after the Notes. However, the amount of any senior secured indebtedness that the Notes are or will be subordi-nated to will not exceed 10% of the tangible assets of the Fund.

PLAN OF DISTRIBUTION

This Prospectus, and other information about the Fund and its affiliates, is available online at rsfsocialfinance.org. The Fund may advertise the Notes in publications that are targeted to audiences that the Fund believes are potential investors. Any advertisements would include contact information by which potential investors may request copies of this Prospectus. The Fund may participate in trade shows and other conferences, with a booth or display featuring information about the Notes and offering copies of this Prospectus. The Fund may provide this Prospectus to individuals and organizations with which the Fund or an affiliate already has a relationship. It is anticipated that distribution efforts will be undertaken entirely by officers, directors or employees of the Fund, including em-ployees of RSF shared with the Fund, or by volunteers acting without compensation. The Fund does not engage or compensate any underwriters, selling agents, or brokers. No officer, director, or employee of the Fund or RSF receives any commission or profit from marketing the Notes other than reasonable compensation for performing his or her regular duties. No compensation to an employee or volunteer is based on or related to the volume or size of investments in Notes.

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LENDING PROGRAM

The Fund’s primary activity is the making of loans to support enterprises that further charitable purposes, with a focus on pro-jects in the following fields:

− Food & Agriculture; − Education & the Arts; and − Ecological Stewardship.

DESCRIPTION OF BORROWERS. The Fund’s borrowers are non-profit charitable organizations. The Fund entered a funding agreement with SEI that allows SEI to originate loans to mission aligned for-profit organizations (see “Financing & Operational Activities” beginning on page 17 for more details). The description of the Fund's loans herein also applies to loans made by SEI to for-profit organizations. CREDIT APPROVAL PROCESS. Before the Fund makes a loan to a Borrower, the RSF Social Finance Credit Committee (the “Credit Committee”) undertakes an in-depth review of the proposed loan in accordance with the RSF Credit and Loan Policy (the “Credit Policy”). Pursuant to the Credit Policy, the Credit Committee reviews both the financial aspects of a proposed credit and the impact and social mission of the borrower. The financial factors reviewed by the Credit Committee include the overall financial condition and prospects of the borrower, the collateral for the loan, and the primary and secondary sources of repayment for the loan. The Credit Committee’s review of impact and social mission includes such factors as the extent to which the borrower’s economic activity benefits the public good, the borrower’s values, leadership for change within its indus-try, and capability of accomplishing its social mission, as well as its commitment to financial sustainability and cultivation of a community that is committed to the organization’s long-term success. LIMITATIONS ON LOAN SIZE. The Credit Policy requires that loans exceeding $3 million must be reviewed and approved by the Board Loan Committee, a committee of RSF’s Board of Trustees. In addition, the Fund also has a self-imposed single-borrower loan exposure limit of $5 million which is intended to protect the Fund from taking on material exposure to a single borrower. Exceeding the single-borrower limit requires the approval of the full RSF board. To date, the board has approved one transaction in excess of this limit—a credit facility to a non-profit recycling company in which the Fund retained a total expo-sure of $5.99 million after selling participation interests in the facility to mission-aligned lenders. TERMS OF LOANS. Each loan made by the Fund to a borrower is appropriately documented with legal protections to safe-guard the Fund’s investment. The maturities of the Fund’s loans typically range from one to five years. Loans to variable-rate borrowers are charged a base rate called RSF Prime, which is calculated by taking the quarterly investor fund rate (see "Interest Rate" on page 13) and adding a spread, which is 4.25% as of June 30, 2017. Based on the borrower’s risk profile, certain loans may be charged more than RSF Prime. In some instances the Fund offers fixed-rate loans. In order to manage its interest rate exposure risk in light of its variable cost of funds, the Fund generally only offers fixed-rate loans if it is cost-effective, and the Fund believes that it can manage the interest rate risk associated with making such loans. The Fund also charges fees in connection with its loans to defray its underwriting expenses; this typically includes a $500 pro-cessing fee and an origination fee based on the principal amount of the loan. SECURITY FOR LOANS. The Fund typically requires collateral or other forms of security for loans. At least 90% of the Fund’s out-standing loans (excluding loans due from related parties) are secured by real or personal property, or guaranteed by a third party. (See Note 6 to the Fund’s financial statements on page 50 for more details regarding related party advances.) Short-term loans (typically two years or less) are generally secured by a first-priority lien on all or substantially all of the per-sonal property (i.e., non-real estate) assets of the borrower, and are governed by a "borrowing base" that limits the amount of funds available to the borrower to a discounted value, calculated monthly, of the borrower's inventory and/or accounts receiv-able. Longer term loans are generally secured by a lien on the real property (i.e., land and buildings) or other fixed assets of the borrower, such as major business equipment. In certain cases, the Fund may require that a loan be backed by guarantees that

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may be secured by assets such as pledged Notes or other securities or real estate. However, the amount and type of security required for each loan is at the sole discretion of the Fund. In some instances, the Fund may make unsecured or under-secured loans based on strong financial performance, social mission, and other factors. SALE AND PURCHASE OF LOANS; LOAN PARTICIPATIONS. In addition to loans that the Fund underwrites directly, the Fund may from time to time acquire loans from, or sell loans to, RSF. The Fund may also sell participation interests in loans to other mission-aligned organizations and may acquire participation interests in loans originated by other mission-aligned lenders. TROUBLED LOANS. The Fund strives to constantly monitor the loan portfolio for credit quality issues. When a lending man-ager identifies a troubled loan, the loan is referred to RSF’s Troubled Loan Committee (the “TLC”) for monitoring and the de-velopment of an action plan that addresses the loan’s underlying credit issues and seeks to actively mitigate the Fund’s credit exposure. In recognition of the deep social mission and impact of the Fund’s borrowers, the TLC utilizes a “work-through” ap-proach to troubled loans whereby, if appropriate, the TLC and the troubled borrower seek to work together collaboratively to resolve credit issues while protecting the borrower’s social mission and impact. The TLC meets monthly to review the portfolio of troubled loans.

FINANCING & OPERATIONAL ACTIVITIES

TRANSITION OF INVESTMENT AND LENDING PROGRAM FROM RSF. From its incorporation in 2000, the Fund has been intended as the successor to an investment and lending program that RSF had been operating since 1984. (See “History and Operations,” beginning on page 11.) The transition of these operations from RSF to the Fund took place between 2006 and 2008 as various regulatory requirements were met. Between 2006 and 2012, the Fund purchased secured loan receivables from RSF, and assumed RSF’s indebtedness to organizations and individuals who had loaned money to RSF, in exchange for the issuance of Notes to those organizations and individuals. The goal was to have the Fund solely focus on obtaining investment from investors with our note program and to lend these monies out to worthy organizations. RSF would focus on its philanthropic activities. SEI was originally set up as a subsidiary of the Fund in 2007 to make loans to for-profit entities. SEI was subsequently sold to CMP in 2009 as part of a restructuring of RSF's operations. The net effect of the restructuring allowed the Fund to manage loans to non-profit organizations, and SEI to make loans to for-profit organizations. Qualifying loans with a related amount of notes were trans-ferred from the Fund to SEI during 2008 and 2009. SEI began originating loans in 2009. SEI obtains its funding to make loans from the Fund through the Credit Facility (as defined below). Amounts advanced to SEI by the Fund under the Credit Facility are secured by the SEI loan portfolio. On January 1, 2009, the Fund and SEI entered into a funding agreement (the “Credit Facility”) maturing on December 31, 2014, whereby SEI pledged its loan portfolio assets as collateral for draws on the Credit Facility. SEI uses the amounts drawn under the Credit Facility to originate or acquire loans to for-profit borrowers. The maximum amount of the Credit Facility was increased from $40,000,000 to $60,000,000 on July 1, 2012. On January 1, 2015, the Credit Facility was amended and restated to extend its maturity to December 31, 2019. Outstanding advances to SEI under the Credit Facility currently incur interest based on the Fund's quarterly rate paid to note hold-ers plus 2.50% and may change from time to time based on the current interest rate environment and other factors. This interest is ac-crued, compounded monthly and paid by SEI to the Fund on a quarterly basis. Principal payments are made at the discretion of SEI. At December 31, 2016, the secured note receivable due from SEI was $36,780,293 and was secured by SEI’s $33,826,941 loan portfolio. At March 31, 2017, the Fund has advanced $39,615,762 to SEI under the Credit Facility. RELATED PARTY ADVANCES. In addition to the Credit Facility, since 2006, the Fund has made interest-bearing, unsecured intercompany advances (“Intercompany Advances”) to RSF from time to time in order to provide RSF with working capital liquid-ity. The Intercompany Advances are made from the Fund's operating reserves (i.e., not from proceeds from the sale of Notes), and

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RSF pays the Fund interest on the balance at the same rate as the Notes. RSF pays down the balance of the Intercompany Ad-vances to the greatest extent possible at the end of each fiscal year. As of December 31, 2016, the total outstanding balance of these advances was $17,003,767. While the Fund anticipates that RSF's need for the Intercompany Advances will decrease over time, at the present time, the Fund expects to continue making Intercompany Advances to the extent necessary to meet RSF's liquidity needs. NOTE SALES IN 2016. The Fund received $13,170,165 in cash from the sale of Notes in 2016. REDEMPTIONS IN 2016. In 2016, the Fund paid $7,893,636 to investors who requested redemptions. The Fund paid a total of $8,431,573 to its investors in 2016, including interest payments. DEBT OBLIGATIONS. The Fund’s debts as of December 31, 2016, consisted of the following:

TYPE OF OBLIGATION BALANCE AT 12/31/2016 MATURITY PRINCIPAL DUE AT MATURITY

Investment Notes $110,585,181 3/31/2017 $110,585,181

Other Notes Payable $6,005,574 12/31/2021 $6,005,574

All Notes ordinarily mature at the end of each calendar quarter, but are automatically renewed for another three-month term unless the investor requests otherwise (see “Description of the Notes,” beginning on page 13). However, some investors have made nonbinding commitments to maintain their investments in the Fund for longer periods, up to several years. All of the loans in the Fund’s portfolio are mission-aligned loans. LOAN LOSS ALLOWANCE. As of March 31, 2017, the most recent date that this information is available as of the time of publication of this Prospectus, the Fund’s loan loss allowance was $1,330,214 or 2.35% of the net loan portfolio balance. DELINQUENCIES; NONACCRUAL STATUS. As of June 30, 2017, none of the loans in the Fund’s portfolio were delinquent more than 90 days. As of June 30, 2016, the loans of six of the Fund’s borrowers were on nonaccrual status (meaning that interest pay-ments are not recognized on the Fund’s income statement, and loan payments are being applied directly to the principal balance of the loan) and the aggregate unpaid principal amount of these non-accrual loans was $3,237,592. INVESTMENT OF UNDEPLOYED ASSETS. Un-deployed cash received from Note holders is invested by the Fund in cash and cash equivalent accounts until it is needed to finance the Fund’s lending program. Capital reserves of the Fund are invested in CAM and cash and cash equivalent accounts. All Note proceeds are used to make loans according to the Fund's mission. If there are unused Note proceeds, these funds are invested for liquidity purposes in short-term cash and cash equivalent and not in any investment program, such as CAM. Only the Fund's capital reserve funds, which are donated gifts received during the Fund's existence, may be invested in the CAM program. The CAM program consists solely of assets from three RSF internal members (RSF, GCF and the Fund). CAM is not offered to outside investors. The Fund has invested a portion of its reserve funds into CAM with a fair value of $4,242,643 and $4,612,571 at December 31, 2016 and 2015, respectively. This reserve funds investment incurred unrealized losses of $369,929 and $745,302 at December 31, 2016 and 2015 respectively. RSF INVESTMENT POLICY. The foregoing investments are made and managed by RSF’s Investment Committee in accordance with RSF’s Investment Management Policy (the “Investment Policy”), which provides guidance for all RSF investments and sets investment policies and objectives for the investment of the assets of RSF and its affiliates, such as the Fund. The Investment Policy strives to achieve the highest level of social mission in RSF’s investing activities while maintaining proper capital preservation, risk, return, and li-quidity requirements. Pursuant to the Investment Policy, (1) cash and cash equivalent accounts are primarily held with mission-aligned community banks and credit unions and (2) direct investments primarily consist of both public and private equity positions in the social finance sector. For more information about the Fund’s investment in CAM, summary financial information for CAM and the fair value of the Fund’s investment in CAM are presented in Note 4 of the Fund’s audited financial statements on page 47.

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NO LITIGATION. There are no legal proceedings pending or, to the Fund’s knowledge, threatened that would materially impact the Fund’s ability to meet its obligations under the Notes.

RUDOLF STEINER FOUNDATION, INC. ENTITY CHART

RSF has seven affiliated entities and issues four audited financials annually: RSF, the Fund, CMP, and RSF Mezzanine Fund L.P. RSF's non-profit activities take place in RSF, GCF, the Fund, and CAM. RSF's for-profit activities take place in CMP, SEI, RSF Mezzanine Management LLC, and RSF Mezzanine Fund L.P.

TAX ASPECTS

Investors will not receive a charitable tax deduction for investing in a Note. Interest earned on the Notes is taxable as ordinary income to the investor, regardless of whether it is paid by check or reinvested and added to the principal amount of the Note. The repayment of principal on maturity is not taxable. The Fund will issue you an IRS Form 1099INT after the end of each year, reflecting all interest earned. Information about inter-est will also be reported to the U.S. Internal Revenue Service as income to the investor. If an individual investor makes or maintains aggregate investments of $250,000 or more in the Fund, the Notes may fall within the provisions of Internal Revenue Code Section 7872, which in some circumstances require the Fund to report imputed interest on Notes that is more than the actual interest earned. It is possible that the excess imputed portion may be treated as

20

a deductible charitable contribution. You should not rely on this Prospectus for investment, legal, accounting, or tax advice. You should consult your tax advisor regarding the tax implications of an investment in the Notes.

MANAGEMENT

BOARD OF DIRECTORS. Oversight of the Fund is vested in a Board of Directors comprised of a minimum of three to a maxi-mum of fifteen directors. The Fund itself has no members. A majority of the Board of Directors must be appointed by RSF, and the majority so elected may elect additional directors. Currently, the Board includes three directors, all of who were ap-pointed by RSF for a one-year term. Each director’s term will end at the Board’s 2017 annual meeting, but each may be re-elected for successive one-year terms. They include the following:

DON SHAFFER (BOARD CHAIR). Mr. Shaffer is the Fund’s President and CEO, and has been since 2007. Prior to joining RSF, he served as executive director for the Business Alliance for Local Living Economies (BALLE), a network focused on advancing local economies. He was also the interim executive director of Investors’ Circle, an organization that facilitates the flow of private capital to address social and environmental issues. Mr. Shaffer currently serves on the board of B Lab. As of June 30, 2017, Mr. Shaffer has invested $35,849.12 in Notes. RON ALSTON (DIRECTOR). Mr. Alston has been a director of the Fund since 2012, and is currently an RSF trustee. He is a Senior Vice President at SunTrust Bank, where he manages commercial banking and capital market service rela-tionships with not-for-profit organizations and governmental entities in Metro Atlanta. He has been with SunTrust Bank for 30 years. As of June 30, 2017, Mr. Alston has invested $4,062.52 in Notes. RACHEL MAXWELL (DIRECTOR). Ms. Maxwell is founder of Community Sourced Capital (CSC), a platform designed to build love into finance by making it possible for small businesses to access capital directly from their own commu-nities in the form of zero-interest loans. Prior to founding CSC in 2012, she worked with REIL, an organization that brings leaders across silos together to develop effective clean energy and climate policy. Ms. Maxwell looks forward to being able to invest in Notes in her home state of Washington.

OTHER KEY PERSONNEL. The work of the Fund will be managed by the officers of the Fund and by the staff of RSF, who will act on behalf of the Fund under a services agreement between RSF and the Fund. While none of these individuals is compen-sated directly by the Fund, all are employees of RSF and receive reasonable compensation for their services. These key indi-viduals include the following:

KATRINA STEFFEK (COO). Ms. Steffek serves as Chief Operating Officer of RSF and the Fund. In that role, she over-sees the organization’s client engagement, lending, philanthropic services, and marketing functions. Prior to joining RSF in 2004, Ms. Steffek held positions with the UC San Diego Ethnic Studies Department, the City of San Diego Planning Department, UC San Diego Food Cooperative, and the San Diego Environmental Health Coalition. For five years, she served on the board of GirlVentures, a non-profit organization providing leadership training and outdoor recreation opportunities for young women. As of June 30, 2017, Mrs. Steffek has invested $45,932.93 in Notes. CHRIS COOK (CFO). Ms. Cook serves as RSF’s Chief Financial Officer and in such capacity also acts as the Fund’s CFO and Treasurer. She oversees the Accounting & Finance team and provides strategic input in the areas of treasury and asset and liability management. She is a CPA, formerly with Price Waterhouse Coopers, and is a seasoned execu-tive in the banking industry. She received her degree in Accounting from DePaul University. SUSIE LEE (CIO). Susie Lee serves as RSF’s Chief Investment Officer. In this role, she is responsible for RSF’s invest-ment strategy and execution. She also oversees asset management and helps steward new product development. In her twenty years of cross-sector investment and entrepreneurial experience, she has invested from three commercial funds—totaling over $200 million in assets under management—and served on the boards of early- and growth-stage portfolio companies in clean energy, software, consumer packaged goods, and sustainable food. Moreover, Susie has managed more than $50 million in philanthropic funds; and she raised over $100 million in investment

21

capital from institutions and individuals. Previously, Susie was a director at IGNIA Partners and principal of TBL Capi-tal. As of June 30, 2017, Ms. Lee has invested $5,978.97 in Notes. TIM GREEN (ASSISTANT VICE PRESIDENT, CORPORATE SECRETARY, & DIRECTOR, LEGAL AND COMPLIANCE). Mr. Green serves as RSF’s Director of Legal and Compliance and is Assistant Vice President and Corporate Secretary of the Fund. He oversees all legal matters for RSF, including all legal aspects of the Social Enterprise Lending Program and the offering of Notes. Mr. Green received his J.D. in 2004 and prior to joining RSF he worked in the commercial finance and investment management practices of top law firms in New York and San Francisco. He is licensed to practice law in California and New York. As of June 30, 2017, he has invested $10,197.71 in notes. LYNNE HOEY (RSF UNDERWRITING MANAGER). Ms. Hoey serves as Senior Credit Manager at RSF, where her day-to-day involves balancing impact, risk, and credit needs of current and prospective clients. Her primary focus is on social enterprise lending and program-related investments. Lynne has spent most of her career in risk management and business development in accountancy and banking. Lynne is a qualified Chartered Accountant, and has an MBA in Corporate Finance. MARK HERRERA (SENIOR MANAGER, CLIENT ENGAGEMENT). Mr. Herrera serves as Senior Manager for Client En-gagement at RSF. His work focuses on managing investor relationships for the Social Investment Fund, as well as assisting the philanthropic services and business development teams with client outreach. Prior to RSF, Mr. Herrera worked in finance positions in the public relations and legal sectors, and started his career in book publishing. As of June 30, 2017, he has invested $10,364.48 in notes. SCRUBBED.NET, LLC (ACCOUNTING AND BOOKKEEPING). Scrubbed is an accounting and bookkeeping services company headquartered in San Francisco, with offices throughout the U.S. and Asia. Three Philippines-based Scrubbed team members provide full-time accounting services to RSF and the Fund. Ailene Garcia-Sotelo, Sarah Famoso, and Kimberly Catap have decades of combined experience in various financial roles.

COMPENSATION. None of the directors or officers of the Fund receive compensation, defined as salary and benefits, di-rectly from the Fund for their services to the Fund. RSF, as the parent organization of seven affiliated entities, hires and compensates all staff from RSF. RSF’s affiliated entities, including the Fund, enter into management agreements with RSF to contract for services such as staff time, facilities and administration. The RSF Board sets or approves rates of compensation paid to Don Shaffer. The RSF Board seeks to establish compensation rates that are competitive with those of other similarly sized, multi-entity non-profit and for-profit financial services organiza-tions in the San Francisco area. To assist it in this work, the RSF Board retains the services of a compensation consulting firm. The RSF Board’s decisions with respect to compensation are made without the involvement of any member having a conflict of interest. For 2016, RSF total compensation to Don Shaffer as RSF President and CEO was $340,000.

RELATED-PARTY TRANSACTIONS

SERVICES AGREEMENT. The Fund contracts with RSF to provide office space, employee time, and loan servicing activities. The overhead costs associated with these items are allocated between RSF and its affiliates in a manner which appropriately reflects each entity’s respective share of these costs. For 2016, the Fund paid RSF approximately $2,750,000 for services and resources provided to the Fund under this agreement. For 2016, total officer compensation, including salaries and benefits, allocated to the Fund for Don Shaffer, Katrina Steffek, Susie Lee, Tim Green, Lynne Hoey, and Mark Herrera totaled $917,551. CAM INVESTMENT IN NOTES. CAM has invested approximately $1,778,181 in Notes at June 30, 2017. GREENMONT CAPITAL. CAM, an affiliate of RSF and the Fund, has committed to investing $1.1 million in investment funds op-erated by Greenmont Capital Partners (“Greenmont”), a for-profit investment firm that focuses on the “LOHAS” sector (Lifestyles of Health and Sustainability). Mark Retzloff, a trustee of RSF until his resignation in March 2017, is a member of Greenmont. As of

22

June 30, 2017, capital calls have totaled $895,000, and CAM’s investments in these funds are valued at $782,770. Greenmont has provided investment services to various companies who have also received loans from RSF and its affiliates, including the Fund. Mr. Retzloff was not involved in credit decisions relating to these loans. NEW RESOURCE BANK. Mark Finser, Chair of the RSF Board and Executive Chair of CMP, is a board member and Chairman of New Resource Bank (“NRB”). RSF and its affiliates have purchased stock and hold deposit accounts in NRB, and the Fund and SEI have participated in loans originated by, and have sold participation interests to, NRB. Mr. Finser was not involved in these decisions made by RSF and its affiliates. CONFLICT OF INTEREST POLICY. In recognition of the variety of circumstances that may give rise to a conflict of interest in-volving persons in positions of authority within RSF and its affiliates, RSF has adopted a conflict of interest policy to which the Fund’s directors and officers are subject. This policy generally provides that in the event a potential or actual conflict of interest arises, the individual having such conflict of interest will disclose all relevant circumstances, recuse him or herself, and not par-ticipate in either the deliberation or the decision on the matter.

PRIVACY POLICY

Below, you will find details about the Fund’s commitment to protecting your privacy, including the types of information we collect about you, how we use and share that information both within and outside the Fund and its affiliates. Our privacy pol-icy applies to all clients with whom the Fund has a relationship and is also extended to each of our former clients. This privacy policy includes examples of the types of information we collect and the kind of companies with which we share such infor-mation. We give you examples to help you understand our privacy policy; although they are not a complete listing of our infor-mation collection and sharing practices. HOW WE COLLECT INFORMATION ABOUT YOU We collect personal information about you in a number of ways.

Application and registration information. We collect information from you when you submit an Investment Applica-tion, open an account, or enroll in one of our online services. The information we collect may include your name, ad-dress, phone number, email address, Social Security number, and date of birth; it may also include details about your interests, investments, and investment experience.

Transaction and experience information. Once you have opened an account with us, we collect and maintain per-sonal information about your account activity, including your transactions, balances, positions and history. This infor-mation allows us to administer your account, and provide the services you have requested.

Website usage. When you visit our website, our computer may use devices known as "cookies," graphic interchange format files, or other similar Web tools to enhance your Web experience. These tools enable us to recognize you when you return to our site, and to maintain your Web session while you browse throughout the site. They also help us pro-vide you with a better, more personalized experience. Cookies do not, standing alone, identify you as an individual by name or account number; they merely recognize your browser.

HOW WE SHARE INFORMATION ABOUT YOU As a matter of policy, the Fund does not disclose any personal or account information provided by investors or gathered by the Fund to non-affiliated third parties. However, the Fund reserves the right to disclose or report personal information to non-affili-ated third parties in limited circumstances where the Fund believes in good faith that disclosure is required under law, to cooper-ate with regulators or law enforcement authorities, to protect the Fund's rights or property, or as necessary for such third parties to perform their agreements with respect to the Fund. In addition, the Fund may disclose information about an investor’s account to a non-affiliated third party at the investor’s request or with the consent of the investor. The Fund may share investor information with its affiliates in connection with servicing investors' accounts, and, subject to applicable law, may provide investors with information about products and services that the Fund or its affiliates believe may

23

be of interest to such investors. The information that the Fund may share includes, for example, an investor’s participation in the Fund, information about the Fund’s experiences or transactions with an investor, information captured on the Fund's in-ternet websites, or other data about an investor’s account, subject to applicable law. The Fund's affiliates, in turn, do not share investor information with non-affiliated entities, except in accordance with this privacy policy as or as required by law. STATE LAWS We will comply with state laws that apply to the disclosure or use of information about you. Please note that certain states may require us to provide a list of names and addresses of security note holders in that state in the case of default. SAFEGUARDING YOUR INFORMATION, MAINTAINING YOUR TRUST We take precautions to ensure the information we collect about you is protected and is accessed only by authorized individu-als or organizations. Companies we use to provide support services are not allowed to use information about our clients for their own purposes and are contractually obligated to maintain strict confidentiality. We limit their use of information to the performance of the specific services we have requested. We restrict access to personal information by our employees and agents. Our employees are trained about privacy and are required to safeguard personal information. We maintain physical, electronic and procedural safeguards to protect personal information. GREATER ACCURACY MEANS BETTER PROTECTION. We are committed to keeping accurate, up-to-date records to help ensure the integrity of the information we maintain about you. If you identify an inaccuracy in this information, or you need to make a change to it, please contact us promptly by calling (415) 561-3900. A COMMITMENT TO KEEPING YOU INFORMED We will provide you with advance notice of important changes to our information-sharing practices. CONTACT US WITH QUESTIONS If you have any questions or concerns, please contact us by email at info@rsfsocialfinance.org.

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FINANCIAL STATEMENTS & ADDITIONAL MATERIALS

The Fund’s interim financial statements for the quarters ended March 31, 2017, 2016, and 2015 begin below. These interim financial statements were prepared by the management of the Fund and have not been audited by the Fund’s independent auditing firm. The Fund’s audited financial statements (including notes to the financial statements) for the year ended December 31, 2016 begin on page 32. The Fund’s current complete audited financial statements will be available to investors on written request, or, if required by applicable state law, mailed to investors within 120 days of each fiscal year end. For any further information please contact:

RSF Social Investment Fund, Inc. 1002 O’Reilly Avenue San Francisco, CA 94129 rsfsocialfinance.org Email: mail@rsfsocialfinance.org Phone: 415.561.3900 Fax: 415.561.3919

25

RSF SOCIAL INVESTMENT FUND, INC.

(An Affiliate of Rudolf Steiner Foundation, Inc. dba RSF Social Finance)

STATEMENTS OF FINANCIAL POSITION (Unaudited)

As of

March 31, 2017 March 31, 2016 March 31, 2015

Assets

Cash & Cash equivalents $12,644,607 $19,301,049 $15,072,435

Restricted Cash 366,752 366,752 366,752

Loans Receivable 55,547,323 52,730,301 53,764,905

Investments 9,221,610 4,515,071 4,692,563

Other Receivables 4,809 8,794 12,749

Secured Advances to Related Party 39,615,762 30,942,502 36,479,054

Unsecured Advances due from Related Par-

ties, net 10,299,834 3,783,033 6,772,323

Total Assets $127,700,697 $113,677,503 $117,160,781

Liabilities and Net Assets

Notes Payable — Investor Funds $112,465,166 $105,342,939 $107,930,971

Other Notes Payable 6,000,000 - -

Accounts Payable and Accrued Expenses 31,018 11,092 87,940

Total Liabilities 118,496,184 105,354,031 108,018,911

Unrestricted Net Assets 9,204,514 8,323,472 9,141,870

Total Liabilities and Net Assets $127,700,697 $113,677,503 $117,160,781

26

RSF SOCIAL INVESTMENT FUND, INC.

(An Affiliate of Rudolf Steiner Foundation, Inc. dba RSF Social Finance)

STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS (Unaudited)

Three Months Ended

March 31, 2017 March 31, 2016 March 31, 2015

Unrestricted Revenues, Gains and Other Support

Interest Income — Loans Receivable $700,149 $641,794 $626,122

Interest Income — Related Party Notes Receivable 331,037 221,313 242,400

Investment Income, Net 9,766 39,539 18,553

Fee Income - Borrower Funds 9,842 59,939 11,768

Total Unrestricted Revenues, Gains and Other Support $1,050,794 $962,585 $898,843

Expenses

PROGRAM SERVICES

Interest Expense — Investor Notes Payable 236,498 149,236 87,248

Personnel Costs 840,708 950,769 562,327

Total Program Services 1,077,206 1,100,005 649,575

SUPPORTING SERVICES

Management and General 444,679 403,885 213,791

Total Expenses 1,521,885 1,503,890 863,366

Changes in Unrestricted Net Assets (471,091) (541,305) 35,477

Unrestricted Net Assets at Beginning of Year 9,675,605 8,864,777 9,106,393

Unrestricted Net Assets at End of Period $9,204,514 $8,323,472 $9,141,870

27

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc. dba RSF Social Finance)

STATEMENT OF CASH FLOWS (Unaudited)

Three Months Ended

March 31, 2017 March 31, 2016 March 31, 2015

Cash Flows from Operating Activities

Changes in Unrestricted Net Assets $(471,091) $(541,305) $35,477

ADJUSTMENTS TO RECONCILE CHANGES IN UNRESTRICTED NET ASSETS TO NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES:

Provision for Loan Losses - - -

(Increase) Decrease in Prepaid Expenses and Other Assets

(4,809) (62,179) 221,118

(Decrease) Increase in Accounts Payable and Ac-crued Expenses

(9,358) 408 60,158

Net Cash (Used in) Provided by Operating Activities (485,258) (603,076) 316,753

Cash Flows from Investing Activities

Net Purchases of Investment Securities (4,978,967) 97,500 110,320

Net Loan (originations) collections 2,565,615 1,116,491 1,016,585

Advances to (collections on) Notes Receivable from Related Parties

(2,835,469) (4,980,436) (6,475,024)

Collections on Advances due from Related Parties 6,616,521 233,723 (342,252)

Net Cash Provided (Used in) by Investing Activities 1,367,700 (3,532,722) (5,690,371)

Cash Flows from Financing Activities

Proceeds from Notes Payable — Investor Funds 1,879,985 68,574 (1,004,396)

Payments on Other Notes Payable (5,574) - -

Net Cash Provided by (Used in) Financing Activities 1,874,411 68,574 (1,004,396)

Net (Decrease) Increase in Cash and Cash Equiva-lents

2,756,853 (4,067,224) (6,378,014)

Cash and Cash Equivalents at Beginning of Year 10,254,506 23,735,025 21,817,201

Cash and Cash Equivalents at End of Period $13,011,359 $19,667,801 $15,439,187

28

INDEPENDENT AUDITOR’S REPORT

RSF SOCIAL INVESTMENT FUND, INC. (An affiliate of Rudolf Steiner Foundation, Inc.,

dba RSF Social Finance)

FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

Crowe Horwath LLP

Independent Member Crowe Horwath International

(Continued)

30

INDEPENDENT AUDITOR’S REPORT Board of Directors RSF Social Investment Fund, Inc. San Francisco, California Report on the Financial Statements We have audited the accompanying financial statements of RSF Social Investment Fund, Inc., which comprise the state-ments of financial position as of December 31, 2016, 2015, and 2014, and the related statements of activities, and cash flows for the years then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

31

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RSF Social Investment Fund, Inc. as of December 31, 2016, 2015, and 2014, and the changes in net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of Amer-ica.

Crowe Horwath LLP Sacramento, California April 28, 2017

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

See accompanying notes to financial statements.

32

STATEMENTS OF FINANCIAL POSITION

December 31, 2016, 2015, and 2014

2016 2015 2014 ASSETS Cash and cash equivalents $ 10,254,506 $ 23,735,025 $ 21,817,201 Mission related investments: Loans receivable, net of allowance for loan losses of $1,330,214, $1,381,426 and $1,911,426 as of December 31, 2016, 2015 and 2014, respectively 58,112,938 53,865,512 55,035,677 Investments, at fair value 4,242,643 6,622,571 4,782,563 Advances due from related parties, net 16,916,355 4,016,756 6,430,071 Note receivable due from related party 36,780,293 25,962,066 30,004,030 Total assets $ 126,306,735 $ 114,201,930 $ 118,069,542 LIABILITIES AND NET ASSETS Liabilities Accounts payable and accrued expenses $ 40,375 $ 28,501 27,782 Investor notes payable 110,585,181 105,308,652 108,935,367 Other notes payable 6,005,574 - - Total liabilities 116,631,130 105,337,153 108,963,149 Unrestricted net assets 9,675,605 8,864,777 9,106,393 Total liabilities and net assets $ 126,306,735 $ 114,201,930 $ 118,069,542

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

See accompanying notes to financial statements.

33

STATEMENTS OF ACTIVITIES

Years Ended December 31, 2016, 2015, and 2014

2016 2015 2014 Unrestricted revenues, gains and other support: Net interest, fees, and investment income Interest and fees - loans receivable $ 3,152,328 $ 2,664,150 $ 2,601,172 Interest - related party notes receivable 1,037,093 869,112 861,666 Investment income, net 51,504 233,119 184,041 Net interest and investment income 4,240,925 3,766,381 3,646,879 Gifts and contributions 20,071 165,581 185,415 Total unrestricted revenues, gains and other support 4,260,996 3,931,962 3,832,294 Expenses: Program services: Interest expense – investor notes payable 590,693 498,788 403,803 Loan loss (reversal) provision - (530,000) 245,000 Personnel costs 2,149,914 2,078,162 1,038,751 Grants - 10,044 - Total program services 2,740,607 2,056,994 1,687,554 Supporting services: Management and general expenses 709,561 2,116,584 2,925,638 Total expenses 3,450,168 4,173,578 4,613,192 Change in unrestricted net assets 810,828 (241,616) (780,898) Unrestricted net assets at beginning of year 8,864,777 9,106,393 9,887,291 Unrestricted net assets at end of year $ 9,675,605 $ 8,864,777 $ 9,106,393

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

See accompanying notes to financial statements.

34

STATEMENTS OF CASH FLOWS

Years ended December 31, 2016, 2015, and 2014

2016 2015 2014 Cash flows from operating activities Changes in unrestricted net assets $ 810,828 $ (241,616) $ (780,898) Adjustment to reconcile changes in unrestricted net assets to net cash provided by (used in) operating activities (Reversal of) provision for loan loss reserve - (530,000) 245,000 Change in fair value of investments 379,928 (170,008) (183,240) Changes in operating assets and liabilities: Accounts payable and accrued expenses 11,874 719 21,383 Net cash provided by (used in) operating activities 1,202,630 (940,905) (697,755) Cash flows from investing activities Loan originations (24,020,472) (13,811,726) (28,652,928) Collections from loans receivable 19,773,046 15,511,891 17,411,544 Purchase of investments - (2,000,000) - Proceeds from sale of investment 2,000,000 330,000 275,000 Issuances of notes receivable - related party (14,816,487) (15,164,694) (4,321,911) Collections on notes receivable - related party 3,998,260 19,206,658 5,127,288 (Advances to) collections from related parties (12,899,599) 2,413,315 1,252,731 Net cash (used in) provided by investing activities (25,965,252) 6,485,444 (8,908,276) Cash flows from financing activities Proceeds from issuance of investor notes payable 13,170,165 8,167,451 16,964,212 Payments on investor notes payable (7,893,636) (11,794,166) (9,540,633) Proceeds from other notes payable 6,005,574 - - Net cash provided by (used in) financing activities 11,282,103 (3,626,715) 7,423,579 Net (decrease) increase in cash and cash equivalents (13,480,519) 1,917,824 (2,182,452) Cash and cash equivalents at beginning of year 23,735,025 21,817,201 23,999,653 Cash and cash equivalents at end of year $ 10,254,506 $ 23,735,025 $ 21,817,201

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

(Continued)

35

NOTES TO FINANCIAL STATEMENTS

December 31, 2016, 2015, and 2014

NOTE 1 - ORGANIZATION RSF Social Investment Fund, Inc. (“SIF”) was incorporated in July 2000 and started doing business on April 27, 2004 as a nonprofit public benefit organization. SIF was created as an affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance (“RSF”) with two primary objectives: to fund loans to nonprofit organizations and make mission-related invest-ments. SIF supports RSF’s charitable mission by providing a way for investors to use money to integrate their values with practical objectives. SIF intends to use investor funds to make loans to a broad range of mission-related projects in the fields of sustainable agriculture, education and the arts, and ecological stewardship. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The financial statements have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Accounting principles generally accepted in the United States of America require that SIF reports information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, which represent the expendable resources that are available to support the operations of SIF at management’s discretion; temporarily re-stricted net assets, which represent resources that are donor-restricted as to purpose or passage of time; and permanently restricted net assets, which represent resources whose use is limited by donor-imposed stipulations that neither expire by passage of time nor can be fulfilled or otherwise removed by actions of SIF. There were no temporary or permanently restricted net assets as of December 31, 2016, 2015, and 2014. Use of Estimates: In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those esti-mates. Cash and Cash Equivalents: SIF considers all highly liquid investments with an initial maturity of three months or less when purchased to be cash equivalents. Mission-Related Investments: Mission-related investments are investments in which SIF intends to generate a social return as well as a financial return, such that it is not exclusively about profit. Such investments would not be made were it not for the relationship of the investment to, and its furtherance of, SIF's programmatic mission. Loans Receivable: These consist of mission-related investment assets representing loans made by SIF to nonprofit or-ganizations. The loans are mission related and generally collateralized by mortgages, business assets, guarantees and pledges from individuals and nonprofit organizations. These loans are reported at their outstanding principal balances together with accrued interest and fees, and net of any unamortized costs on originated loans. While loans receivable are categorized by type for disclosure purposes, management believes that each category has a similar risk of repayment. Therefore, the allowance for loan losses is not determined by loan category.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

36

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Reserve for loan losses – The carrying amount of loans receivable may be reduced by a valuation allowance that reflects management’s best estimate of the probability of collecting those accounts. A valuation allowance consists of the allow-ance for loan losses and the reserve for unfunded credit commitments to the extent that SIF’s investment in the loans exceeds the estimated fair value of the collateral securing such loan receivable inherent in the loan portfolio at the state-ment of financial position date. Impairment is considered to exist when it is probable that not all amounts will be col-lected due under the terms of the loan receivable. Management reviews outstanding loans which have been delinquent for 30 days or more and determines recoverability of outstanding principal, interest and fees on an ongoing basis. Non-accrual loans – Generally, loans are placed on non-accrual status when one or more of the following occurs: 1. The scheduled loan payment becomes 90 days past due; 2. It becomes probable that the client cannot or will not make scheduled payments; 3. Full repayment of interest and principal is not expected; and 4. The loan displays potential loss characteristics. When placed on non-accrual, SIF reverses the recorded unpaid interest, and any subsequent payments shall be applied first to principal. Loans placed on non-accrual are generally deemed impaired. Loans may be returned to accrual status when one or more of the following conditions have been met:

All payments (according to the original terms of the loan) are brought current;

A 6-month period of satisfactory payment history has been established; and

A current evaluation of the client indicates the ability to repay the loan according to the original terms.

All loans with a delinquent status of 90 days are classified as substandard and placed on non-accrual status. Impaired loans – Factors considered by Management in determining whether a loan is impaired include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that expe-rience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management deter-mines the significance of payment delays and payment shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Management identifies a loan as impaired based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole (remaining) source of repayment for the loan is the operation or liqui-dation of the collateral. In these cases, SIF uses the current fair value of the collateral, less selling costs when foreclosure is probable, instead of discounted cash flows. If management determines that the value of the impaired loan is less than the recorded investment in the loan, SIF recognizes impairment in the calculation of the overall allowance for loan losses.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

37

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Troubled Debt Restructuring (“TDR”) – Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before it reaches nonaccrual status. A restructuring of a debt consti-tutes a TDR if the creditor for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider. Concessions could include a reduction in the interest rate to a rate that is below market on the loan, payment extensions, forgiveness of principal, forbearance, other actions designed to max-imize collections. Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructur-ings that subsequently default, management determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses. Investments: SIF records investments with readily determinable fair values at their fair values in the accompanying state-ments of financial position. Stock gifts received from donors are recorded as gift income at the fair value of the stock gifts on the date of donation. Gains and losses and investment income derived from investments are accounted for as unre-stricted, temporarily restricted, or permanently restricted based on restrictions, if any, in the accompanying statements of activities. Realized gains or losses on investments represent the difference between the original cost of the securities on a specific identified cost basis and the related fair market value on the date of sale or distribution. They include the original cost of the investments written-off, if any. When the investments are sold, gains or losses are classified as realized. The deemed gains or losses from any distribution of securities represent the difference between the fair value of the securities distrib-uted as of the date of distribution and the original cost. The difference between the original cost and the fair value of investments held at the end of the year represents unrealized appreciation or depreciation. Notes Payable: Notes payable are liabilities consisting of both investor funds and another loan facility made to SIF by individuals and organizations for specified periods, depending on the terms of the agreements with the other parties. Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these esti-mates. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the meas-urement date. There are three levels of inputs that may be used to measure fair values: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

38

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. SIF used the following methods and significant assumptions to estimate fair value: Impaired Loans – The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of ap-proaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated regularly for additional impairment and adjusted accordingly. Investments – SIF holds an investment in an affiliated entity, RSF Charitable Asset Management, LLC, which is carried at net asset value in these financial statements, based on the respective investment in the entity. The underlying invest-ments of CAM LLC are a combination of liquid cash and investments measured at fair value. Financial instruments not carried at fair value - For other financial instruments held by SIF, the carrying value is consid-ered to be a reasonable estimate of the respective fair value based on the nature and terms of the arrangements. These financial instruments include cash and cash equivalents, loans receivable, advances and notes receivable from related parties, and notes payable. Revenue Recognition: Gifts and Contributions – Gifts and contributions consist principally of donations from individuals and organizations. Gifts and contributions are recorded as unrestricted, temporarily restricted, or permanently restricted support depending on the existence and/or nature of any donor restrictions. Restricted net assets are reclassified to unrestricted net assets upon satisfaction of the time or purpose restrictions. Support that is restricted by the donor is reported as an increase in unrestricted net assets if the restriction expires in the reporting period in which the support is recognized. All other donor-restricted support is reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), re-stricted net assets are reclassified to unrestricted net assets and reported in the accompanying statements of activities as net assets released from restrictions. Interest and Fee Income – Most of SIF’s income is derived from lending activities. The rates charged on loans receivable are adjusted periodically in response to changing market and economic conditions among other factors. For the years ended December 31, 2016, 2015 and 2014, the base rate charged to loans receivable was 4.5%. The rate on investor notes payable was 0.50% for the year ended December 31, 2016, and 0.25% for the years ended December 31, 2015 and 2014.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

39

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) SIF also generates one-time origination fees ranging from 0.50% to 2.00% of the loan balance on new loans and upon the extension of the maturity date of existing loans. Net loan origination fees and costs are amortized to interest income over the contractual life of the loan using the effective interest method. Donated Services – SIF generally pays for services requiring specific expertise. However, many individuals volunteer their time and perform a variety of tasks that assist SIF. The services of volunteers, while often significant in value, do not meet the criteria for financial statement recognition and accordingly are not presented in these financial statements. Functional Expense Allocation: The costs of SIF’s various programs and other activities have been summarized on a functional basis in the accompanying statements of activities and changes in net assets. Expenses directly identifiable with programs are charged to program services. Supporting services include overhead expenses not directly identifiable with programs but which provide for overall support and direction of SIF. Personnel expenses are allocated between program and supporting services. Concentration of Credit Risk: Financial instruments, which potentially subject SIF to concentration of credit risk, consist principally of cash and cash equivalents with high credit quality financial institutions, loans receivable, investment com-panies and derivative financial instruments. These instruments are also subject to other market risk conditions such as interest rate risk, equity market risks and their implied volatilities, mortgage risks and market liquidity, and funding risks. Cash and cash equivalents on deposit with financial institutions are guaranteed by the Federal Deposit Insurance Corpo-ration (“FDIC”) up to $250,000 for all interest and non-interest bearing cash accounts at all FDIC-insured financial insti-tutions and/or by the Securities Investor Protection Corporation (“SIPC”) as of December 31, 2016, 2015, and 2014. At various times during the years 2016, 2015, and 2014, SIF had cash balances in excess of the insured limits. SIF has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk to cash. Income Taxes: SIF is a qualified organization exempt from federal and California income taxes as an organization de-scribed under the provisions of Internal Revenue Code ("IRC") Sections 501(c)(3) and 509(a)(3) and Section 23701d of the California Revenue and Taxation Code. Accounting principles generally accepted in the United States of America prescribes recognition thresholds and measure-ment attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits will be recognized only if a tax position is more-likely-than-not sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized will be the largest amount of tax benefit that is greater than 50% likely being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit will be recorded. Management has concluded that there are no tax benefits or liabilities to be recognized at December 31, 2016, 2015 and 2014. SIF would recognize interest and penalties related to unrecognized tax benefits in interest and income tax expense, re-spectively. SIF has no amounts accrued for interest or penalties for the years ended December 31, 2016, 2015 or 2014. SIF does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. SIF is subject to examination for the 2013, 2014 and 2015 tax years by federal taxing authorities and for the 2012, 2013, 2014 and 2015 tax years by California taxing authorities. If such examination results in changes to SIF’s reported income or loss, the tax liability could be changed accordingly.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

40

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presenta-tion. Reclassifications had no effect on prior year change in net assets or net assets. Recent Accounting Pronouncements: In May 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-07, Fair Value Measurement (Topic 820), Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). Under the guidance in ASU 2015-07, investments for which fair value is measured using the net asset value per share practical expedient will no longer be categorized within the fair value hierarchy levels, but will be presented as a reconciling item. Investments that calculate net asset value per share (or its equivalent), but for which the practical expedient is not applied, will continue to be included in the fair value hierarchy. ASU 2015-07 also eliminates the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value by limiting those disclosure requirements to investments for which the entity has elected to measure the fair value using that practical expedient. ASU 2015-07 is effective for annual periods beginning after December 15, 2016 for nonpublic entities. Early adoption is permitted. Management is currently evaluating the impact of adopting this guidance on SIF’s financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires, among other things, lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained the current dual model whereby leases are classified as either operating or finance. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. This is similar to the current income statement treatment for leases. ASU 2016-02 is effective for nonpublic entities for annual reporting periods beginning after Decem-ber 15, 2019, with early adoption permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. Management is currently evaluating the impact of adopting this guidance on SIF’s financial statements. In June 2016, FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326).” The ASU introduces guid-ance to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (CECL) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables, held-to-maturity debt securities, and reinsurance receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor. For debt securities with other-than-temporary impairment (OTTI), the guidance will be applied prospectively. Existing purchased credit impaired (PCI) assets will be grandfathered and classified as purchased credit deteriorated (PCD) assets at the date of adoption. The asset will be grossed up for the allowance for expected credit losses for all PCD assets at the date of adoption and will continue to recognize the noncredit discount in interest income based on the yield of such assets as of the adoption date. Subsequent changes in expected credit losses will be recorded through the allowance. For all other assets within the scope of CECL, a cumulative-effect adjustment will be recognized in retained earnings as of the beginning of the first reporting period which the guidance is effective. The standard will be effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management is currently evaluating the impact of this new accounting standard on the financial statements and believes its impact will increase the allowance for loan losses, but an estimate of the magnitude of such increase has not yet been determined.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

41

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) In August 2016, the FASB issued ASU 2016-14, “Presentation of Financial Statements of Not-for-Profit Entities”, which simplifies how a not-for-profit organization classifies net assets and presents information in financial statements, includ-ing notes about liquidity, financial performance, and cash flows. The purpose of the ASU is to improve presentation and disclosures to help not-for-profits provide more relevant information about their resources (and the changes in those resources) to donors, grantors, creditors, and other users of the financial statements. The ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted, but only for an annual fiscal period or for the first interim period within the year of adoption. Man-agement is currently evaluating the impact of adopting this guidance on SIF’s financial statements. NOTE 3 - LOANS RECEIVABLE, NET As of December 31, 2016, 2015, and 2014, SIF’s total loan receivable are summarized by loan category in the following table: 2016 2015 2014 Education and the arts $ 47,236,970 $ 45,688,837 $ 47,682,127 Food and agriculture 6,885,030 4,810,176 4,626,888 Ecological Stewardship 5,321,152 4,747,925 4,638,088

Subtotal 59,443,152 55,246,938 56,947,103 Allowance for loan losses (1,330,214) (1,381,426) (1,911,426)

$ 58,112,938 $ 53,865,512 $ 55,035,677 SIF extends credit to organizations that are mission-related. Interest rates on newly originated loans range from 3.75% to 8.00% during 2016, 3.25% to 6.50% during 2015 and 3.25% to 7.00%, during 2014. SIF performs ongoing credit evaluations of their borrowers, maintaining allowances for potential credit losses, when appropriate. For certain extensions of credit, SIF may require collateral, based on their assessment of a borrower’s credit risk. SIF holds various types of collateral including accounts receivable, inventory, real estate, equipment, guarantees and financial in-struments. Collateral requirements for each borrower may vary according to the specific credit underwriting, terms and structure of loans funded immediately or under a commitment to fund at a later date. Personnel costs capitalized as loan origination costs and amortized on a level yield basis were not considered significant for disclosure purposes. Certain commitments are subject to loan agreements with covenants regarding the financial performance of the borrower or borrowing base formulas that must be met before SIF is required to fund the commitment. SIF uses the same credit policies in extending credit for unfunded commitments in funding loans. In addition, SIF manages the potential risk in credit commitments by limiting the total amount of arrangements, both by organizations and/or affiliates, by monitoring the size and maturity structure of these loans and by applying the same credit standards for all loan activities. Although SIF believes the related collateral to be adequate, there is no assurance that the underlying assets have sufficient value to fully collateralize the outstanding balances. As of December 31, 2016, 2015, and 2014, the contractual amount of the unfunded credit commitments is approximately $7,336,000, $7,552,000 and $8,145,000, respectively.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

42

NOTE 3 - LOANS RECEIVABLE, NET (Continued) Investors are also able to enter into a limited guarantee agreement with SIF to cover any risk of possible losses to organ-izations that apply for loans. In 2016, 2015, and 2014, SIF received approximately $2,675,000, $2,650,000 and $1,647,000, respectively, in limited guarantees from investors to provide for additional coverage for possible loan losses from loans. Below is an analysis of the allowance for loan losses for the years ended December 31, 2016, 2015 and 2014:

2016 2015 2014 Balance at beginning of year $ 1,381,426 $ 1,911,426 $ 1,666,426

(Reversal of) provision for loan losses - (530,000) 245,000

Charge-offs (51,212) - -

Balance at end of year $ 1,330,214 $ 1,381,426 $ 1,911,426

Allowance for loan losses individually evaluated for impairment $ 598,976 $ 1,095,154 $ 1,623,586 Allowance for loan losses collectively evaluated for impairment $ 731,238 $ 286,272 $ 287,840 As of December 31, 2016, 2015 and 2014, the allowance for loan losses associated with the following loans is estimated on an individually evaluated basis. The tables below summarize key information for impaired loans. The recorded invest-ment in impaired loans includes accrued interest, deferred fees and deferred costs. Interest income recognized on a cash basis was not considered significant for separate disclosure. 2016

Allowance Unpaid for Loan Average Recognized Recorded Principal Losses Recorded Interest Investment Balance Allocated Investment Income

With no related allowance recorded: Education and the arts $ 3,273,605 $ 3,257,598 $ - $ 2,750,580 $ 158,672 Food and agriculture - - - - - Ecological stewardship - - - - - Subtotal 3,273,605 3,257,598 - 2,750,580 158,672 With an allowance recorded: Education and the arts 3,150,488 3,136,216 476,308 3,414,642 - Food and agriculture - - - - - Ecological stewardship 602,457 602,457 122,668 560,836 - Subtotal 3,752,945 3,738,673 598,976 3,975,478 - Total $ 7,026,550 $ 6,996,271 $ 598,976 $ 6,726,058 $ 158,672

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

43

NOTE 3 - LOANS RECEIVABLE, NET (Continued) 2015

Allowance Unpaid for Loan Average Recognized Recorded Principal Losses Recorded Interest Investment Balance Allocated Investment Income

With no related allowance recorded: Education and the arts $ 227,533 $ 227,171 $ - $ 240,035 $ 8,620 Food and agriculture - - - - - Ecological stewardship - - - - - Subtotal 227,533 227,171 - 240,035 8,620

With an allowance recorded: Education and the arts 3,678,795 3,654,756 1,043,200 3,629,898 54,122 Food and agriculture 77,386 77,054 7,739 78,025 5,156 Ecological stewardship 519,215 523,332 44,215 496,456 - Subtotal 4,275,396 4,255,142 1,095,154 4,204,379 59,278 Total $ 4,502,929 $ 4,482,313 $ 1,095,154 $ 4,444,414 $ 67,898 2014

Allowance Unpaid for Loan Average Recognized Recorded Principal Losses Recorded Interest Investment Balance Allocated Investment Income

With no related allowance recorded: Education and the arts $ - $ - $ - $ - $ - Food and agriculture - - - - - Ecological stewardship - - - - - Subtotal - - - - -

With an allowance recorded: Education and the arts 4,426,042 3,708,651 1,493,639 4,415,730 - Food and agriculture 79,473 78,997 7,947 79,473 5,607 Ecological stewardship 475,812 469,580 122,000 502,396 22,217 Subtotal 4,981,327 4,257,228 1,623,586 4,997,599 27,824 Total $ 4,981,327 $ 4,257,228 $ 1,623,586 $ 4,997,599 $ 27,824

The table below presents the balances of impaired loans measured at fair value at December 31, 2016, 2015 and 2014 on a non-recurring basis.

2016 Total Level 1 Level 2 Level 3

Education and the arts $ 1,933,914 $ - $ - $ 1,933,914 2015 Total Level 1 Level 2 Level 3

Education and the arts $ 2,897,546 $ - $ - $ 2,897,546 2014 Total Level 1 Level 2 Level 3

Education and the arts $ 2,215,012 $ - $ - $ 2,215,012

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

44

NOTE 3 - LOANS RECEIVABLE, NET (Continued) The following table summarizes the valuation methodologies and significant quantitative inputs and assumptions used for impaired loans categorized in Level 3 of the fair value hierarchy as of December 31, 2016, 2015, and 2014: Fair Value Type of December 31, Valuation Unobservable Input Weighted Investments 2016 Techniques Inputs (Range) Average Impaired loans $ 1,933,914 Market Adjustments to (-43.89% to Approach comparable sales 196.61%) 17.4% Discount to appraised value $ 1.9M N/A Income Cap rate 9% N/A Approach

Fair Value Type of December 31, Valuation Unobservable Input Weighted Investments 2015 Techniques Inputs (Range) Average Impaired loans $ 2,897,546 Market Adjustments to (-43.89% to Approach comparable sales 196.61%) 10.67% Discount to appraised value $ 2.89M N/A Income Cap rate 9% N/A Approach

Fair Value Type of December 31, Valuation Unobservable Input Weighted Investments 2014 Techniques Inputs (Range) Average Impaired loans $ 2,215,012 Market Adjustments to (-17.5% to Approach comparable sales 196.6%) 73.18% Discount to appraised value $ 2.44M N/A Income Cap rate 9% N/A Approach

Management has established a process to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in their portfolio, economic uncertainties, historical loss experience and other subjective factors, including industry trends, calculated to better reflect the risk in each loan portfolio. Management has an experienced team that works with borrowers to help them through financial challenges that could affect their ability to make loan payments. If the financial position of certain borrowers improves over time, it may be possible to recover part of the allowance for loan losses and take the recovered amount back into income.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

45

NOTE 3 - LOANS RECEIVABLE, NET (Continued) The following table presents loans by class, modified as troubled debt restructurings that occurred during the years ended December 31, 2016, 2015, and 2014: Pre-Modification Post-Modification Outstanding Outstanding Number of Recorded Recorded Loans Investment Total December 31, 2016 Education and the arts 2 $ 609,229 $ 609,229

Pre-Modification Post-Modification Outstanding Outstanding Number of Recorded Recorded Loans Investment Total December 31, 2015 Education and the arts 2 $ 575,475 $ 575,475

Pre-Modification Post-Modification Outstanding Outstanding Number of Recorded Recorded Loans Investment Total December 31, 2014 Education and the arts 1 $ 999,121 $ 999,121 Ecological stewardship 1 469,580 469,580

The troubled debt restructurings described above did not increase the allowance for loan losses or charge offs during the years ended December 31, 2016, 2015 and 2014. The modifications of loan terms during the years ended December 31, 2016, 2015 and 2014 included lowering principal and interest payments and payment deferrals. There were no troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31, 2016, 2015 or 2014. Loan concentrations may exist when there are amounts loaned to borrowers engaged in similar activities or similar types of loans extended to a diverse group of borrowers that would cause them to be similarly impacted by economic or other conditions. The concentration of loans to Waldorf and charter schools was approximately 26%, 48%, and 42% at Decem-ber 31, 2016, 2015, and 2014, respectively. Based on current economic conditions, schools may be subject to a drop in tuition revenue and/or state funding. SIF monitors the underlying economic or market conditions for these areas within their credit risk management process, including schools’ financial health by reviewing reports submitted by the schools as required by their loan covenants, conducting site visits and staying in regular contact with the school administrators.

Of the principal payments on loans receivable due to mature in 2017, SIF management projects that 48% will be repaid and 52% will be renewed and extended.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

46

NOTE 3 - LOANS RECEIVABLE, NET (Continued)

The following table shows the loan portfolio allocated by management's internal risk ratings at December 31, 2016, 2015 and 2014: Credit Risk Profile by Internally Assigned Grade Education Food and Ecological and the Arts Agriculture Stewardship Total 2016 Grade: Pass $ 40,729,878 $ 6,500,654 $ 4,718,695 $ 51,949,227 Watch list / special mention 82,998 - - 82,998 Substandard / doubtful / loss 6,424,094 384,376 602,457 7,410,927

Total $ 47,236,970 $ 6,885,030 $ 5,321,152 $ 59,443,152

Credit Risk Profile by Internally Assigned Grade Education Food and Ecological and the Arts Agriculture Stewardship Total 2015 Grade: Pass $ 41,133,641 $ 4,733,122 $ 1,239,816 $ 47,106,579 Watch list / special mention 103,611 - 2,984,777 3,088,388 Substandard / doubtful / loss 4,451,585 77,054 523,332 5,051,971

Total $ 45,688,837 $ 4,810,176 $ 4,747,925 $ 55,246,938

Credit Risk Profile by Internally Assigned Grade Education Food and Ecological and the Arts Agriculture Stewardship Total 2014 Grade: Pass $ 43,267,309 $ 4,547,891 $ 4,168,508 $ 51,983,708 Watch list / special mention 706,167 - - 706,167 Substandard / doubtful / loss 3,708,651 78,997 469,580 4,257,228 Total $ 47,682,127 $ 4,626,888 $ 4,638,088 $ 56,947,103

The following table shows an aging analysis of the loan portfolio by the time past due at December 31, 2016, 2015 and 2014: Total Past 30-89 Days 90 Days and Due and Past Due Still Accruing Nonaccrual Nonaccrual Current Total 2016 Education and the arts $ - $ - $ 2,769,649 $ 2,769,649 $ 44,467,321 $ 47,236,970 Food and agriculture - - - - 6,885,030 6,885,030 Ecological stewardship - - 602,457 602,457 4,718,695 5,321,152 Total $ - $ - $ 3,372,106 $ 3,372,106 $ 56,071,046 $ 59,443,152 2015 Education and the arts $ - $ - $ 3,551,146 $ 3,551,146 $ 42,137,691 $ 45,688,837 Food and agriculture - - 77,054 77,054 4,733,122 4,810,176 Ecological stewardship - - 523,332 523,332 4,224,593 4,747,925 Total $ - $ - $ 4,151,532 $ 4,151,532 $ 51,095,406 $ 55,246,938

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

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NOTE 3 - LOANS RECEIVABLE, NET (Continued)

Total Past 30-89 Days 90 Days and Due and Past Due Still Accruing Nonaccrual Nonaccrual Current Total 2014 Education and the arts $ - $ - $ 3,708,651 $ 3,708,651 $ 43,973,476 $ 47,682,127 Food and agriculture - - - - 4,626,888 4,626,888 Ecological stewardship - - 469,580 469,580 4,168,508 4,638,088 Total $ - $ - $ 4,178,231 $ 4,178,231 $ 52,768,872 $ 56,947,103

NOTE 4 - INVESTMENTS RSF Charitable Asset Management, LLC (“CAM LLC”) was created by RSF to consolidate the investments of RSF and its supporting organizations. SIF may invest its reserve funds into this program, which is a professionally managed, innova-tive and mission-related investment vehicle. Fair value, cost and unrealized (losses) gains at December 31, 2016, 2015 and 2014 are as follows:

Unrealized Fair Value Cost (Loss)/Gain 2016 RSF Charitable Asset Management, LLC $ 4,242,643 $ 4,612,572 $ (369,929) 2015 RSF Charitable Asset Management, LLC $ 4,612,571 $ 5,357,873 $ (745,302) Solar Bonds 2,010,000 2,000,000 10,000 $ 6,622,571 $ 7,357,873 $ (735,302) 2014 RSF Charitable Asset Management, LLC $ 4,782,563 $ 5,008,391 $ (225,828) The balances of assets measured at fair value at December 31, 2016 2015 and 2014 on a recurring basis are as follows: 2016 Total Level 1 Level 2 Level 3 Investment in RSF Charitable Asset Management, LLC $ 4,242,643 $ - $ 4,242,643 $ - 2015 Total Level 1 Level 2 Level 3 Investment in RSF Charitable Asset Management, LLC $ 4,612,571 $ - $ 4,612,571 $ - Solar Bonds 2,010,000 - 2,010,000 - Total $ 6,622,571 $ - $ 6,622,571 $ - 2014 Total Level 1 Level 2 Level 3 Investment in RSF Charitable Asset Management, LLC $ 4,782,563 $ - $ 4,782,563 $ -

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

48

NOTE 4 – INVESTMENTS (Continued) The investment in CAM LLC and the Solar Bonds are valued using market observable data such as quoted prices when available, such as quoted prices for cash and other liquid investments. When market observable data is unavailable, investments are valued using the net asset values which are determined based on the fair values of the underlying in-vestments in CAM LLC. SIF may request to withdraw its investment in CAM LLC at any time, subject to available liquidity at the time of the request. Under the terms of the CAM LLC operating agreement, SIF may be required to wait until the end of the calendar quarter following its withdrawal request, to receive the funds. The table below presents a summary of financial information for CAM LLC as of and for the years ended December 31, 2016, 2015 and 2014: 2016 2015 2014 Assets: Cash and cash equivalents $ 48,019,145 $ 36,562,925 $ 39,681,799 Investments, at fair value 15,889,990 15,587,951 8,995,365 Advances to related parties and other receivables 3,570,739 6,320,897 2,040,558 67,479,874 58,471,773 50,717,722 Liabilities: Other liabilities - 73,487 123,256 Members’ equity $ 67,479,874 $ 58,398,286 $ 50,594,466 Investment income: Interest and dividends $ 327,210 $ 222,020 $ 12,331 Net realized and unrealized losses on investments 325,536 261,980 217,078 652,746 484,000 229,409 Expenses: Investment fees - 2,848 20,571 Other expenses 16,820 17,368 25,220 16,820 20,216 45,791 Net income $ 635,926 $ 463,784 $ 183,618 SIF ownership percentage in CAM LLC 6.3% 9.2% 9.5%

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

49

NOTE 4 – INVESTMENTS (Continued) The table below presents a condensed schedule of the cash and investments held by CAM LLC at December 31, 2016, 2015 and 2014:

Fair Unrealized 2016 Value Cost Gain (Loss)

Cash and cash equivalents $ 48,019,145 $ 48,019,145 $ - Corporate securities 30,943 125,777 (94,834) Solar City bond 7,073,667 7,073,667 - Other 8,785,379 9,257,448 (472,069) $ 63,909,134 $ 64,476,037 $ (566,903) Fair Unrealized

2015 Value Cost Gain (Loss)

Cash and cash equivalents $ 36,562,925 $ 36,562,925 $ - Corporate securities 64,360 125,779 (61,419) Solar City bond 7,097,500 7,097,500 - Other 8,426,091 8,312,574 113,517 $ 52,150,876 $ 52,098,778 $ 52,098 Fair Unrealized

2014 Value Cost Gain (Loss)

Cash and cash equivalents $ 39,681,799 $ 39,681,799 $ - Other 8,995,365 8,979,982 15,383 $ 48,677,164 $ 48,661,781 $ 15,383 SIF manages their mission related investments according to the RSF Global Investment Policy Statement. This policy establishes the overall investment objectives, social impact goals, asset allocation and diversification parameters, due diligence requirements, performance management and policy compliance management.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

50

NOTE 5 - NOTES PAYABLE Investor Notes Payable: Investor notes payable consist of funds received by SIF from individuals, organizations and/or corporations that would like to invest in SIF’s mission related projects. Investor notes payable are carried at historical cost, which includes the total value of the principal investments plus ac-crued interest. Under the FASB ASC Financial Instruments, the fair value of these notes is equal to the amount payable on demand at the measurement date. At December 31, 2016, 2015 and 2014, SIF had unsecured investor notes payable totaling $110,585,181, $105,308,652, and $108,935,367, respectively, with effective interest rates of 0.50% and 0.25%, and 0.25% respectively. On renewal, the principal amount of the note will include any elected reinvested quarterly interest. Investor notes payable have a three-month renewable term and upon maturity these notes automatically renew unless SIF receives a request from the investors for repayment before the maturity date. In prior years, SIF management ob-served that the average term of an active SIF investor is 7.7 years and that over the past three years only an average of 11% of total investor notes payable have been withdrawn annually by investors. In the event that requests for note repayments are in excess of management’s expectations, management is able to fund these requests by utilizing available cash and cash equivalents, proceeds from selling investments, and through additional borrowings available from RSF. Other notes payable: During the year ended December 31, 2016, SIF entered into a note payable agreement with an unrelated party. At December 31, 2016, the balance of this note payable was $6,005,574, and bears interest at 2.00% per annum, and is scheduled to mature in December 2021. NOTE 6 - RELATED PARTY TRANSACTIONS Secured Credit Facility Note, Related Party: Effective January 1, 2009, SIF entered into an agreement to provide a $25 million credit facility with RSF Social Enterprise, Inc. (“SEI”), which was increased to $60 million in July 2012. Outstanding draw amounts are advances that are used to originate or acquire for-profit loans by SEI. Credit facility draws are monies received by SEI from SIF. Interest is accrued and compounded monthly with payments made by SEI to SIF on a quarterly basis. The credit facility interest rate is set quarterly by SIF based on the RSF Prime Rate plus 3.00%, as of December 31, 2016. Principal payments on the credit facility are made by SEI at its discretion; however, any outstanding amounts on the facility are due and payable at December 31, 2019. Outstanding credit facility amounts are fully secured by the SEI loan portfolio. At December 31, 2016, 2015 and 2014, the secured credit facility investor note receivable from SEI totaled $36,780,293, $25,962,066, $30,004,030, respectively. The effective interest rate for the years ended December 31, 2016, 2015, and 2014 was 2.75%. Interest income on the credit facility totaled approximately $991,000, $853,000, and $844,000 for the years ended December 31, 2016, 2015, and 2014, respectively.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(Continued)

51

NOTE 6 - RELATED PARTY TRANSACTIONS (Continued) Advances due from (due to) Related Parties, Net: 2016 2015 2014 Advances due from RSF, interest at RSF investor rate of 0.25%, due on demand $ 17,003,767 $ 3,664,856 $ 6,046,886

Advances due from RSF Global Community Fund, Inc., an affiliate of RSF - 397,235 396,243 Advances due to CAM LLC for swap transactions and line of credit (87,412) (45,335) (13,058)

Advances due from related parties, net $ 16,916,355 $ 4,016,756 $ 6,430,071 Net interest income from related parties, including interest paid for the years ended December 31, 2016, 2015 and 2014 was approximately $4,000, $16,000, and $17,000, respectively. Management Agreement: SIF shares office space and employees with RSF. The overhead costs associated with these items are allocated between RSF and its affiliates in a manner which appropriately reflects each entity’s respective share of these costs. Total overhead costs reimbursed to RSF for the years ended December 31, 2016, 2015, and 2014 were approximately $2,750,000, $4,098,000, and $3,906,000, respectively. Investments: SIF has two deposit accounts with New Resource Bank (NRB). Mark Finser, RSF Board Chair and SIF Di-rector, is a founder and chairman of NRB. The balance of the account was $6,357,000, $5,033,936, and $6,062,734 at December 31, 2016, 2015 and 2014, respectively. Investor Notes Payable: Investor notes payable includes approximately $490,000, $393,000, and $420,000 owed to Trustees and employees as of December 31, 2016, 2015 and 2014, respectively, and approximately $2,773,000 to RSF’s related entities as of December 31, 2016 and 2015, and $2,755,000 as of December 31, 2014. Swap Agreement: At December 31, 2015, SIF provided collateral of approximately $1,348,000 on CAM LLC’s swap agree-ments, which reduce the effect of changes in interest rates on their long-term debt which approximates the total notional amount between CAM LLC and a commercial bank. The swap agreements entered into by CAM LLC mature at the time the related loans receivable mature. SIF paid CAM LLC approximately $48,000, $72,000, and $79,000 related to these swap agreements during the years ended December 31, 2016 and 2015, respectively. The CAM LLC swap agreements’ fair values of the derivative instruments were approximately $54,000 and $127,000 at December 31, 2015 and 2014. The swap agreements entered into by CAM LLC matured in August 2016 at the time the related loans receivable assets ma-tured.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

NOTES TO FINANCIAL STATEMENTS December 31, 2016, 2015, and 2014

(End of Independent Auditor’s Report)

52

NOTE 7 - OTHER CASH FLOW INFORMATION For the years ended December 31, 2016, 2015, and 2014, supplementary cash flow information is as follows:

2016 2015 2014 Interest paid on notes payable $ 537,937 $ 423,514 $ 319,915 NOTE 8 - SUBSEQUENT EVENTS SIF has evaluated subsequent events through April 28, 2017 the date the financial statements were available to be issued, and have determined that there are no subsequent events that require additional recognition or disclosure.

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

53

LIST OF BORROWERS

AS OF JUNE 30, 2017 RSF SOCIAL INVESTMENT FUND, INC. PORTFOLIO 18th Street Arts Center Alabama Waldorf School Belay Camphill Communities California Ceres Community Project Charlottesville Waldorf School CIIS Corvallis Waldorf School David Brower Center DDD DePaul Industries Desert Marigold School East Bay Waldorf School École Rudolf Steiner de Montréal Equal Access Eureka Recycling Eureka Recycling Fair Trade USA FFC Four Winds Community Four Winds Waldorf School Golden Bridges School Guest House Retreat Center Hana Health Highland Hall Waldorf School Imagine Intervale Center LA Stage Alliance Les Enfants Live Oak Waldorf School Lumberyard Meadowbrook Waldorf School Organic Trade Association Pachamama Alliance Pachamama Coffee Pasadena Waldorf School Playworks Quality Connections RecycleForce Ring Mountain Day School Sandia Area Federal Credit Union Seattle Waldorf School Suncoast Waldorf School Sunfield

The Anchorage Waldorf School The Charter Foundation The Common Market Tucson Waldorf School Urban Teachers Vermont Land Trust Viva Farms Waldorf School of Pittsburgh Yggdrasil Land Foundation RSF SOCIAL ENTERPRISE INC. PORTFOLIO Alternative Energy Development Group Aquatic Informatics Bhakti BlocPower Commons Energy Corbin Hill Food Project Equal Exchange Equinox Studios Estancia Beef Farmhouse Culture FES Flowers Froozer Guayaki Hawthorne Valley Farm Haystack Mountain IceStone Iroquois Valley Farms Long Trail Lotus Foods Madécasse Malibu Compost Marin Sun Farms Otter Creek Brewing Co. Regional Access Rush Creek Saffron Road Food Sea to Table SunPower by Positive Energy Solar Synergy Organic Clothing Tashiro Arts Building Theo Veritable Vegetable

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

INVESTMENT APPLICATION

(FRONT)

RSF SOCIAL INVESTMENT FUND, INC. (An Affiliate of Rudolf Steiner Foundation, Inc., dba RSF Social Finance)

INVESTMENT APPLICATION (BACK)

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1002 O’Reilly Avenue, San Francisco, CA 94129

T: 415.561.3900 | F: 415.561.3919

rsfsocialfinance.org

Invest. Give. Get Funding. | Inspired by the work of Rudolf Steiner

January 1, 2018

Supplement to Prospectus RSF Social Investment Fund, Inc. Dated June 30, 2017

EXECUTIVE SUMMARY

In 2017, RSF Social Finance leadership prioritized an initiative to streamline its corporate structure. Part of this organization-wide restructuring included the merger of RSF Social Enterprise, Inc. (“SEI”), a California for-profit corporation, into RSF Social Investment Fund, Inc. (the “Fund”), a California tax-exempt non-profit organization. We expect the merger will:

(1) reduce administrative costs and demands on internal resources; (2) improve transparency for investors, partners, and regulators; and (3) create new opportunities for growth.

SEI was originally formed in 2007 to make loans to for-profit borrowers as part of RSF’s Social Enterprise Lending program. Back then, management believed the structure was best for preserving the Fund’s tax-exempt status while allowing SEI flexibility in its investment objectives and strategies. After ten years of experience, management has determined that the set-up is no longer necessary since the disadvantages of organizational complexity outweigh any gained advantages.

Pragmatically, the merger between the Fund and SEI does not impact how the Social Enterprise Lending Program operates. All activities relating to business development, credit and risk analysis, underwriting and loan servicing, and portfolio management remain unchanged. Operationally, we expect the elimination of intercompany accounting and transactions—which enhances processing efficiencies—to be the primary change.

The information that follows on the back are required legal disclosures and administrative details of the merger. >

1002 O’Reilly Avenue, San Francisco, CA 94129

T: 415.561.3900 | F: 415.561.3919

rsfsocialfinance.org

Invest. Give. Get Funding. | Inspired by the work of Rudolf Steiner

LEGAL DISCLOSURE

Administrative Information

Following the approval of their respective boards of directors, SEI, merged with and into the Fund on January 1, 2018 (the “Merger Date”), leaving the Fund as the surviving entity. Prior to the Merger, SEI was an affiliated entity of the Fund that was indirectly owned by the Fund’s supported organization, Rudolf Steiner Foundation, Inc. dba RSF Social Finance (“RSF”).

Prior to the Merger Date, the Fund’s board of directors and management determined that the merger was in the best interests of the Fund and RSF, as the Fund and SEI were managed by the same team, had substantially similar investment objectives and strategies, and long operated RSF’s Social Enterprise Lending Program in tandem as affiliated entities. For more information regarding SEI, please see “History and Operations” and “Financing and Operational Activities” on pages 11 and 17, respectively, of the Fund’s Prospectus dated June 30, 2017 (the “Prospectus”). As required by California law for mergers involving California nonprofit corporations, the Fund provided advance notice of the Merger to the California Attorney General, and the California Attorney General waived any objection to the consummation of the Merger and allowed the Merger to proceed.

On the Merger Date, the Fund succeeded by operation of law to all of SEI’s assets, which primarily consisted of its portfolio of loans to for-profit social enterprises (the “SEI Loan Portfolio”), the outstanding principal balance of which totaled $36,036,424 as of November 30, 2017, in exchange for cancellation of the intercompany loan from the Fund to SEI (the “Intercompany Loan”), which SEI used as the source of capital for the SEI Loan Portfolio and the outstanding principal balance of which totaled $38,892,268 as of November 30, 2017 (for more information, please see “Financing and Operational Activities” on page 17 of the Prospectus). Going forward, the Fund will make loans to for-profit social enterprise borrowers directly. In addition to the SEI Loan Portfolio, the Fund also received marketable securities with a value of $1,236,278 that SEI had acquired as part of a debt-to-common stock transaction with a former borrower.1

Financial Effects of the Merger

The Fund anticipates that going forward the Merger will materially increase the Fund’s net income as a result of the additional interest income the Fund will receive from the SEI Loan Portfolio. Prior to the Merger, income received by the Fund in connection with the SEI Loan Portfolio was limited to the interest paid by SEI on the Intercompany Loan. Following the Merger Date, the Fund will receive all the interest from the SEI Loan Portfolio.

The increase to the Fund’s income from the SEI Loan Portfolio will be partially offset by two factors. First, the Fund expects a material increase in overhead costs incurred by the Fund under its services agreement with RSF due to the increased office space, employee time, and loan servicing activities attributable to the Fund’s expanded loan portfolio (for more information on the services agreement, please see “Related Party Transactions” and the

discussion of the services agreement between RSF and the Fund in Note 6 of the audited financial statements on pages 21 and 51, respectively, of the Prospectus). Secondly, the Fund may be required to pay income tax on the interest from some of the SEI Loan Portfolio to the extent that such loans are not substantially related to the Fund’s tax-exempt purposes with the effect that the associated income constitutes unrelated business income (“UBI”). Historically, the Fund has recognized UBI from the interest it receives from SEI on the Intercompany Loan. Going forward, the Fund will undertake an annual review of the SEI Loan Portfolio and new loans to for-profit social enterprises to determine which, if any, loans are not substantially related to its exempt purposes and will result in UBI taxable to the Fund. After the merger, the Fund plans to utilize an inventory of approximately $4 million in net operating losses generated by SEI in prior years in order to reduce UBI taxes to the extent permitted under applicable law.

Risks of the Merger

Additional Credit Risk. Following the Merger, the Fund will directly bear additional credit risk with respect to the SEI Loan Portfolio. Historically, loans in the SEI Loan Portfolio have had a greater risk of loss of principal than the Fund’s loans to non-profit borrowers. RSF management believes that this performance is due to market and industry pressures that incentivize an increased appetite for risk-taking in for-profit enterprises as well the fact that such businesses may be more severely affected than non-profits by unfavorable general or local economic, industry, or market conditions.

Loss of Tax-Exempt Status. The Fund could lose its tax-exempt status if the Internal Revenue Service (“IRS”) determines that it is not engaged primarily in activities which further its exempt purposes. By expanding the Fund's loan program to include loans to for-profit organizations, the IRS might be more likely to conclude that a substantial part of the Fund’s lending activities are not sufficiently charitable. Loss of tax exemption would impose significant additional expenses on the Fund. Additionally, the Fund presently relies upon certain exemptions under U.S. federal and state securities laws for issuers that are organized for charitable purposes and if the Fund is unable to continue to satisfy these requirements it may be unable to rely on these exemptions in the future and, as a result, may face additional difficulties in selling Notes.

This is not an offer to sell, nor a solicitation of an offer to buy, Investment Notes. The offer is made solely by the Fund’s Prospectus dated June 30, 2017, as supplemented, which is available at rsfsocialfinance.org/sif. This Supplement contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates," “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify such forward-looking statements. You should not place undue reliance on these forward-looking statements.

Please, direct questions or requests to Mark Herrera at (415) 561-6160 or mark.herrera@rsfsocialfinance.org.

1 Value as of November 30, 2017.

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