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Oikocredit - USA P.O. Box 66383, Washington, D.C. 20035 • (202) 728-4140

Amended and Restated Prospectus for Oikocredit Global Community Notes

Oikocredit Global Community Notes

Total Aggregate Offering(1) $300,000,000

Term Various terms of 1-5 years with certain redemption rights, as specified in the applicable pricing terms (2)

Interest Rate 0% to 2% (2)

Minimum Investment $250

Status Senior unsecured debt (1) The aggregate principal amount outstanding at any one time will not exceed $300,000,000. Investor dollars are not used

to pay sales commissions, existing debt, or any other expenses of Oikocredit-USA. (2) The term and interest rate for Notes being offered at any given time will be specified on the applicable Oikocredit Global

Community Note Application Form.

Ecumenical Development Corporation, U.S.A., doing business as Oikocredit–U.S.A. (“Oikocredit-USA”), an Illinois not-for-profit corporation located in Washington, D.C., is designated under the Internal Revenue Code of 1986, as amended (the “IRC”), as a section 501(c)(3) nonprofit organization. Oikocredit-USA may issue Oikocredit Global Community Notes (each a “Note” or collectively the “Notes”) from time to time. The Notes will be offered and sold through this prospectus (as may be amended from time to time) and a paper-based application form. The Notes are offered to the public and are not restricted to any limited class of investors, except as required to comply with the securities laws of certain jurisdictions in which we sell. The proceeds of the Notes will be used to foster economic growth, social justice, and self-reliance among the poor in developing countries, by channeling investor funds to a global portfolio of lending institutions and impact investments.

This prospectus describes the general terms of the Notes and the general manner in which the Notes will be offered. The pricing terms applicable to a specific offering of Notes will be specified in the applicable Oikocredit Global Community Note Application Form (the “Note Application Form”) accompanying this prospectus (or which can be obtained free of charge by contacting Oikocredit-USA at the address or telephone number above). You should read this prospectus together with the applicable Note Application Form and any other information available to applicants for the Notes.

The Notes are general unsecured obligations of Oikocredit-USA only and are not direct or indirect obligations of, nor guaranteed by, Oikocredit, Ecumenical Development Cooperative Society U.A. (“Oikocredit EDCS”) or any other person. They are not savings or deposit accounts or other obligations of a bank, and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”), the Securities Investment Protection Corporation (the “SIPC”), any state bank insurance fund or other federal or state or governmental agency or any other entity. The payment of principal and interest to an investor in the Notes is dependent upon the financial condition of Oikocredit-USA and of Oikocredit EDCS. Any prospective investor is entitled to review the financial statements of Oikocredit-USA and Oikocredit EDCS at any time during business hours upon request. Further information on Oikocredit EDCS is available to all prospective investors at www.oikocredit.coop.

Investing in the Notes involves certain risks. See “Risk Factors” beginning on page 5 of this prospectus to read about important factors you should consider before buying the Notes. In making an investment decision, investors must rely on their own examination of Oikocredit-USA and the terms of the offering, including the disclosure, merits and risks involved. No federal or state securities commission or regulatory authority has approved, disapproved or recommended the Notes or this offering, determined whether this prospectus is accurate, adequate, truthful or complete, or has passed upon the merit or value of the Notes. Any representation to the contrary is a criminal offense.

The Notes have not been, nor will they be, registered under the Securities Act of 1933, as amended (the “Securities Act”). Oikocredit-USA is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Oikocredit-USA’s employees, officers and directors are not registered as investment advisers under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), or as broker-dealers under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The date of this prospectus is August 31, 2015

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by reference in this prospectus, in any supplement to this prospectus and the pricing terms in the applicable Note Application Form.

We have not authorized anyone to provide you with other information, or to make any representation in connection with this offering other than as contained in this prospectus, and if given or made, such information or representation must not be relied upon as having been made by Oikocredit-USA. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

This prospectus does not constitute an offer to sell or a solicitation of an offer to buy in any jurisdiction in which such offer or solicitation may not be lawfully made. This prospectus does not constitute an offering by a broker-dealer. Federal and state securities laws may affect our ability to continue to sell the Notes in certain jurisdictions. You should contact Oikocredit-USA or refer to our website at www.oikocreditusa.org to verify whether residents in your jurisdiction are eligible to purchase the Notes.

The Notes are subject to certain risks, as discussed in this prospectus.

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 finance needs.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

The terms “we,” “us” and “our” refer to Oikocredit-USA. The term “Oikocredit EDCS” refers to Oikocredit, Ecumenical Development Cooperative Society U.A. and the “Group” refers to Oikocredit EDCS and the entities belonging to the Oikocredit EDCS group, including Oikocredit International Support Foundation, Oikocredit International Share Foundation, Maanaveeya Development & Finance Private Limited, Financial Company Oikocredit Ukraine, the Low Income Countries Loan Fund, and Oikocredit EDCS’s regional, national and branch offices, as well as its subsidiaries.

Any conversion of financial information stated in Euros into U.S. dollars is for information purposes only. The financial information stated in Euros in this prospectus has been translated into U.S. dollars at a rate of $1.00 = €0.826173, the exchange rate used by Oikocredit EDCS as of December 31, 2014.

TRANSFER RESTRICTIONS

There will be no secondary market for the Notes, the Notes are not fungible with previously issued Notes and the Notes may only be transferred upon request by the investor, with the prior written approval of Oikocredit-USA (which approval may be granted or denied in its sole discretion) and in accordance with applicable federal and state securities laws. Consequently, the Notes should be viewed as investments to be held to maturity. Transfers of Notes without the express written approval of Oikocredit-USA are prohibited. The Notes are being offered in reliance upon an exemption from the registration requirements under the Securities Act and, in some cases, upon exemptions from the securities registration requirements under applicable state securities laws. Oikocredit-USA has no obligation and does not intend to register the Notes for resale. As a result, the holder of a Note wishing to transfer must ensure that such transfer is registered, or exempt from registration, under federal securities laws and applicable state securities laws.

APPLICATION OF U.S. FEDERAL SECURITIES LAWS

THE NOTES ARE BEING OFFERED AND ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM FEDERAL REGISTRATION UNDER SECTION 3(a)(4) OF THE SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THE NOTES HAS NOT BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE NOTES ARE EXEMPT FROM REGISTRATION.

OIKOCREDIT-USA IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT, PURSUANT TO SECTION 3(c)(10) OF THE INVESTMENT COMPANY ACT. OIKOCREDIT-USA’S EMPLOYEES, OFFICERS AND DIRECTORS ARE NOT REGISTERED AS INVESTMENT ADVISERS UNDER THE INVESTMENT ADVISERS ACT OR AS BROKER-DEALERS

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UNDER THE EXCHANGE ACT.

NOTICES TO INVESTORS

THE NOTES MAY EITHER BE REGISTERED OR EXEMPT FROM REGISTRATION IN THE VARIOUS STATES OR JURISDICTIONS IN WHICH THEY ARE OFFERED OR SOLD BY OIKOCREDIT-USA. THIS PROSPECTUS HAS BEEN FILED WITH THE SECURITIES ADMINISTRATORS IN SUCH STATES OR JURISDICTIONS IN WHICH NOTES ARE SOLD THAT REQUIRE IT FOR REGISTRATION OR EXEMPTION.

For residents of California only:

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER’S RULES.

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 Louisiana only:

THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES COMMISSIONER OF THE STATE OF LOUISIANA. THE SECURITIES COMMISSIONER, BY ACCEPTING REGISTRATION, DOES NOT IN ANY WAY ENDORSE OR RECOMMEND THE PURCHASE OF ANY OF THESE SECURITIES.

For residents of Maine only:

THE MAINE SECURITIES OFFICE HAS NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.

For residents of Maryland only:

THESE NOTES ARE EXEMPT FROM REGISTRATION IN THE STATE OF MARYLAND PURSUANT TO AN ELEEMOSYNARY EXEMPTION GRANTED JANUARY 21, 2005, UNDER SECTION 11-601(9) OF THE MARYLAND SECURITIES ACT AND CHAPTER .04, REGULATION .01 OF MARYLAND’S BLUE SKY REGULATIONS.

For residents of North Carolina only:

THIS OFFERING IS SUBJECT TO CERTAIN RISKS. 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.

For residents of Oregon only:

REINVESTMENT BY DEFAULT UPON MATURITY OF A NOTE, AS PROVIDED IN THIS PROSPECTUS (SEE “DESCRIPTION OF NOTES—REDEEMING OR REINVESTING YOUR INVESTMENT AT MATURITY” ON PAGE 27), WILL NOT BE AVAILABLE TO OREGON RESIDENTS.

For residents of South Carolina only:

THESE SECURITIES ARE EXEMPT FROM REGISTRATION PURSUANT TO AN ELEEMOSYNARY EXEMPTION UNDER SECTION 35-1-201(7) OF THE SOUTH CAROLINA UNIFORM SECURITIES ACT OF 2005. THE SECURITIES ARE ALSO EXEMPT FROM REGISTRATION IN THE DISTRICT OF COLUMBIA, WHERE THE ISSUER IS LOCATED, UNDER SECTION 401(8) OF THE DISTRICT OF COLUMBIA SECURITIES ACT OF 2000 AND RULE 1943 PROMULGATED THEREUNDER. A DEFAULT IN PAYMENT EITHER OF PRINCIPAL OR INTEREST ON ANY ONE NOTE SHALL CONSTITUTE A

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DEFAULT ON THE ENTIRE ISSUE IN THE STATE OF SOUTH CAROLINA. THE RIGHTS OF THE NOTEHOLDERS IN DEFAULT SHALL INCLUDE THE RIGHT TO A LIST OF NAMES AND ADDRESSES OF ALL HOLDERS OF THE NOTES 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 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.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT 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 Washington only:

ANY PROSPECTIVE PURCHASER IS ENTITLED TO REVIEW FINANCIAL STATEMENTS OF OIKOCREDIT-USA, WHICH SHALL BE FURNISHED UPON REQUEST.

RECEIPT OF NOTICE OF EXEMPTION BY THE WASHINGTON ADMINISTRATOR OF SECURITIES DOES NOT SIGNIFY THAT THE ADMINISTRATOR HAS APPROVED OR RECOMMENDED THESE SECURITIES, NOR HAS THE ADMINISTRATOR PASSED UPON THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE RETURN OF FUNDS TO THE PURCHASER IS DEPENDENT UPON THE FINANCIAL CONDITION OF THE ORGANIZATION.

GENERALLY, SALES IN THE STATE OF WASHINGTON OR TO WASHINGTON RESIDENTS WILL BE MADE ONLY TO PERSONS WHO, PRIOR TO THEIR SOLICITATION FOR THE PURCHASE OF NOTES, WERE MEMBERS OF, CONTRIBUTORS TO, OR LISTED AS PARTICIPANTS IN, OIKOCREDIT-USA, OR THEIR RELATIVES.

NOTICE TO POTENTIAL INVESTORS IN OTHER JURISDICTIONS

Other than as described herein, no person has taken or will take any action that would permit a public offer of the Notes in any country, state or other jurisdiction. The Notes may not be offered or sold, directly or indirectly, and neither this prospectus nor any form of application, advertisement or other offering materials may be issued, distributed or published in any country, state or other jurisdiction, unless permitted under all applicable laws and regulations.

The distribution of this prospectus and the offering or sale of any Notes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus comes are required by Oikocredit-USA to inform themselves about and to observe such restrictions. This prospectus does not constitute, and may not be used for the purpose of, an offer or solicitation by any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of the Notes or the distribution of this prospectus in any jurisdiction where such action is unlawful.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, regarding our future strategy, results of operations, financial position, projected costs and expenses, projected use of proceeds, plans for repayment of the Notes,

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other prospects and plans and objectives for management are forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “target” or “continue” or the negative of such terms and other comparable terminology. You should not place undue reliance on these forward-looking statements, which speak only as of the date made. You should also know that such statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions. These factors include, but are not limited to, those risks described in detail in the section herein captioned “RISK FACTORS,” and other information set forth in this prospectus. Should any of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may differ materially from those included within these forward-looking statements. We undertake no obligation to revise or update these forward-looking statements to reflect events or circumstances occurring after the date they are made or to reflect the occurrence of unanticipated events.

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TABLE OF CONTENTS

Page

Offering Summary ........................................................................................................................................... 1 Risk Factors ..................................................................................................................................................... 5 Selected Financial Information ...................................................................................................................... 12 Description of the Issuer ................................................................................................................................ 15 Use of Proceeds ............................................................................................................................................. 20 Financing Transactions .................................................................................................................................. 21 Distribution .................................................................................................................................................... 25 Description of Notes ...................................................................................................................................... 26 Investor Guide ............................................................................................................................................... 30 Legal Proceedings ......................................................................................................................................... 31 Appendix I Oikocredit-USA Unaudited Interim Financial Statements for the Five Months Ended May

31, 2015 and 2014

Appendix II Oikocredit-USA Audited Financial Statements for the Years Ended December 31, 2014 and 2013

Appendix III Oikocredit-USA Audited Financial Statements for the Years Ended December 31, 2013 and 2012

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OFFERING SUMMARY

This summary contains a general overview of the information contained in this prospectus and summarizes the legal and financial terms of the Notes, which are described in more detail in the section entitled “Description of Notes” below. This summary may not contain all the information that is important to you, and is qualified in its entirety by the more detailed information set forth elsewhere in this prospectus. Before you decide to purchase any Notes, you should read the more detailed information appearing elsewhere in this prospectus.

Oikocredit-USA

Ecumenical Development Corporation, U.S.A. (“Oikocredit-USA”) was incorporated in 1990. Oikocredit-USA mobilizes financial credit and resources to promote economic growth, social justice and self-reliance among the poor in developing countries and educates the poor about the successful operation of business enterprises in an effort to prevent economic injustice and to promote self-reliance and social welfare. On June 1, 2004, Oikocredit-USA introduced the Global Community Notes Program, which seeks investments from individuals and institutions through the purchase of Oikocredit Global Community Notes (the “Notes”), which are senior unsecured debt securities. Oikocredit-USA raises investment capital in the United States and currently lends capital to Oikocredit, Ecumenical Development Cooperative Society U.A. (“Oikocredit EDCS”) for the purpose of investing in enterprises that benefit the poor. In the future, Oikocredit-USA may lend capital to other entities for similar purposes. Oikocredit-USA is headquartered in Washington, D.C. and Oikocredit EDCS is based in Amersfoort, the Netherlands.

Use of Proceeds

The proceeds from the Notes purchased by investors are lent on the same aggregate terms (i.e., maturity and interest rate) to Oikocredit EDCS, which provides loans or other types of financing (equity, quasi-equity, or guarantees) for the development of viable economic enterprises that benefit groups of disadvantaged people, who are generally denied access to financial services, Oikocredit EDCS supports cooperatives and comparable organizations, as well as alternative trade organizations and financial intermediaries (including microfinance institutions), the latter enabling Oikocredit EDCS to reach individuals or small groups of people whom it cannot serve with direct loans. The funding of cooperatives and other comparable organizations is aimed at financing productive investments that generate a sustainable income, and microfinance institutions provide loans to enterprises such as small businesses, small-scale producers and small-scale farmers.

As of May 31, 2015, Oikocredit EDCS’s loan portfolio included approximately 804 project partners in 65 countries.

Distribution

The Notes can be purchased by completing the applicable paper-based Oikocredit Global Community Note Application Form (the “Note Application Form”) accompanying this prospectus or by contacting Oikocredit-USA at (202) 728-4140 or usa@oikocredit.org. An investor selects the term and interest rate of the Note purchased from among the available options at the time of purchase.

Please see “Description of Notes” below for further descriptions of the Notes.

The Offering

Issuer ................................................. Oikocredit-USA

Notes Offered .................................... $300,000,000 aggregate principal amount outstanding at any one time of Oikocredit Global Community Notes (the “Notes”). Oikocredit-USA may offer Notes from time to time by specifying the applicable pricing terms in the applicable Note Application Form. As of May 31, 2015, the aggregate amount of outstanding Notes was $31.8 million (including

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Notes previously offered to investors through MicroPlace, Inc. (“Online Notes”)).

Issue Price and Minimum Investment Amount ...........................

100% of the investment amount. The investment amount for any Note will be selected by the investor at the time of purchase.

The minimum investment amount for the Notes is $250.

Interest ............................................... Interest rates offered for the Notes under this prospectus may vary from time to time, but are currently 0% to 2% per annum. The applicable interest rate for any particular Note will be specified in the applicable Note Application Form and will apply throughout the term of the Note. Interest will accrue on the Notes from and including the date the investor pays the purchase price in full to Oikocredit-USA, to and excluding the date on which the Note is repaid or redeemed. Interest is payable annually in arrears on the Interest Payment Date, as defined under “Description of Notes—Interest.” Oikocredit-USA’s practice but not our obligation, is to mail a statement to the investor approximately 45 days before each Interest Payment Date, through which the investor may elect, at the investor’s discretion, whether the accrued interest should be donated, reinvested or paid out. If an investor takes no action in response to the interest statement, the accrued unpaid interest will be reinvested and added to the existing Note, thus increasing that investor’s total investment amount by the amount of such reinvested interest payment.

Maturity ............................................. The Notes will have terms typically ranging from one to five years and will mature, unless earlier prepaid or redeemed under limited circumstances, at the end of the applicable term. The term for any particular Note will be selected by the investor on the applicable Note Application Form among the currently available options. The maturity date of a Note will be the same date as the final Interest Payment Date. See “Description of Notes—Term and Maturity.” Proceeds paid on the Notes at maturity may be redeemed or reinvested. See “Description of Notes—Redeeming or Reinvesting Your Investment at Maturity.”

Redemption or Reinvestment at Maturity .............................................

It is our practice but not obligation to send each investor a notice approximately 45 days prior to the maturity date of its Note. The notice will inform the investor that its Note will be maturing and that it may either redeem the Note or reinvest the principal and/or the accrued and unpaid interest. If an investor takes no action in response to the notice sent by Oikocredit-USA, the principal and accrued unpaid interest that would otherwise be payable to the investor upon redemption at maturity will by default be reinvested in a new Note with the same duration as the previous Note and at a comparable interest rate, if available, consistent with the current offering (as described in the notice). At the time of reinvestment in the new Note, the previous Note will be cancelled.

Notes sold in Oregon are not subject to reinvestment by default and will be redeemed if Oikocredit-USA does not receive a response from the investor to the notice form.

Prepayment and Early Redemption ... Oikocredit-USA reserves the right to prepay any outstanding Note (including but not limited to, in the event that the balance of a Note falls below

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$250 for any reason), in whole or in part, at any time before maturity at a price equal to the portion of the principal amount of the Note being prepaid, plus accrued and unpaid interest on such portion of the principal amount.

Investors may not require Oikocredit-USA to repurchase their Notes (either in whole or in part) before maturity. Investors may request early redemption of any Note (in whole or in part) prior to its maturity date. If Oikocredit-USA agrees, in its sole discretion, to redeem all or part of a Note before its maturity, the redemption price will be equal to the portion of the principal amount of the Note redeemed, plus the amount of any accrued unpaid interest on such portion of the principal amount redeemed, but certain penalties may apply.

Use of Proceeds ................................. All gross proceeds of the Notes will be lent to Oikocredit EDCS primarily to provide financial assistance to lending institutions and social impact partners globally.

Ranking ............................................. The Notes are senior unsecured obligations of Oikocredit-USA only and are not direct or indirect obligations of, nor guaranteed by, Oikocredit EDCS or any other person. As of May 31, 2015, Oikocredit-USA had approximately $31.8 million in existing senior unsecured indebtedness, including an aggregate outstanding amount of $23.8 million in Notes (including previously offered Online Notes) and the remainder in indebtedness ranking pari passu with the Notes. Any additional Notes we may issue will rank pari passu with the currently outstanding Notes and other senior unsecured debt.

Repayment by Oikocredit EDCS to Oikocredit-USA of the principal and interest due and payable on the loan of the proceeds of the Notes to Oikocredit EDCS will occur prior to any liquidation rights of Oikocredit EDCS equity holders.

Events of Default ............................... An event of default with respect to an outstanding Note will occur if Oikocredit-USA fails to pay any amount of principal or interest when such amount becomes due and payable on such Note, such failure continues for at least 30 consecutive days and we receive written notice from the investor requesting that its Note become immediately due and payable.

Notwithstanding the occurrence of an event of default, an investor may waive the default rather than accelerate its Note. Any noteholder who chooses to do so will forego the immediate payment on its entire Note but will remain entitled to receive any principal or interest payment at the time that such amount would have become due and payable had the event of default not occurred.

An event of default with respect to a Note will not, in and of itself, constitute an event of default with respect to any other outstanding Note.

Transfer Restrictions .......................... There will be no secondary market for the Notes, the Notes are not fungible with previously issued Notes and the Notes may be transferred only upon request by the investor and with the prior written approval of Oikocredit-USA and in compliance with applicable federal and state securities laws. The Notes are being offered in reliance upon an

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exemption from the registration requirements under the Securities Act and, in some cases, upon exemptions from the securities registration requirements under applicable state securities laws. Oikocredit-USA has no obligation and does not intend to register the Notes for resale. As a result, the holder of a Note wishing to transfer must ensure that such transfer is registered, or exempt from registration, under federal securities laws and applicable state securities laws.

Certain Tax Matters ........................... Prospective investors are urged to consult their tax advisors with respect to the federal, state, local and foreign tax consequences of purchasing the Notes.

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RISK FACTORS

An investment in the Notes involves certain risks and you may lose all or part of your investment. You should carefully consider, among other matters, the factors described below before deciding whether you should invest in the Notes. Although Oikocredit-USA believes that the risks and uncertainties described below are our most material risks and uncertainties, they are not the only risks that we face. An investment in the Notes could also be adversely affected by other risks not presently known to us or which we currently deem to be immaterial.

Risks Relating to Our Finances and Operations

Oikocredit-USA’s ability to make payments on the Notes primarily depends on the flow of proceeds from Oikocredit EDCS.

While as of May 31, 2015, Oikocredit-USA maintained reserves in the United States of approximately $1.14 million (approximately 75% of which contained use restrictions), and while Oikocredit-USA seeks public support from subsidies, grants and other charitable contributions, it principally relies on payments of interest and principal from Oikocredit EDCS under a loan agreement dated as of October 17, 2007 between Oikocredit-USA and Oikocredit EDCS (the “Loan Agreement”) to satisfy its obligations to investors under the Notes. Pursuant to the Loan Agreement, all proceeds from the sales of the Notes are lent by Oikocredit-USA to Oikocredit EDCS and the terms of Oikocredit-USA’s loan to Oikocredit EDCS match the terms of the Notes sold, in the aggregate. The principal and interest payments by Oikocredit EDCS to Oikocredit-USA in respect of these lent proceeds are used by Oikocredit-USA to make principal and interest repayments to investors in the Notes. There can be no guarantee that Oikocredit EDCS will be able to make the repayments to Oikocredit-USA under the Loan Agreement as scheduled, and therefore no guarantee that Oikocredit-USA will be able to pay investors as scheduled, particularly in respect of significant payments when due.

The Notes are unsecured obligations of Oikocredit-USA and our ability to make payments on the Notes depends primarily on the financial condition of Oikocredit-USA and Oikocredit EDCS.

The Notes are unsecured obligations of Oikocredit-USA only and are not direct or indirect obligations of, nor guaranteed by, Oikocredit EDCS or any other person. As of May 31, 2015, Oikocredit-USA had approximately $31.8 million in existing unsecured indebtedness, including $23.8 million in outstanding Notes (which includes previously offered Online Notes). The Notes are not savings or deposit accounts or other obligations of any bank or other entity, and are not insured by the FDIC, the SIPC, any state bank insurance fund or any other federal or state governmental agency, or any other entity. No collateral will be specifically pledged, assigned or otherwise set aside to secure the obligations of the Notes, and if we default on a Note, the holder of that Note will not be entitled to foreclose on any of our assets. Because Oikocredit-USA principally relies on payments of principal and interest from Oikocredit EDCS under the Loan Agreement to satisfy its obligations under the Notes, Oikocredit-USA’s ability to make principal and interest payments on the Notes will depend primarily on the financial condition and strength of Oikocredit-USA and Oikocredit EDCS at the time of such payments, and there can be no assurance that you will not lose all or a part of the principal amount of and interest on your Notes.

Our financial condition and our ability to make payments on the Notes depend on the ability of borrowers to meet their financial obligations.

Under the Loan Agreement, we lend all gross proceeds from the sales of the Notes to Oikocredit EDCS, which then lends the proceeds to borrowers or makes equity or other investments in partners. If one or more borrowers default on their loans, Oikocredit EDCS may default on its loan to us, which may make us unable to make principal or interest payments on the Notes. If this happens, Oikocredit EDCS or one of its subsidiaries will have a claim that is generally unsecured against the defaulting borrower for reimbursement, and will suffer a loss to the extent the borrower does not reimburse it. We will have no direct claims against a defaulting borrower.

The Group’s borrowers and investees are cooperatives and comparable organizations, alternative trade organizations, and financial intermediaries (including microfinance institutions). They are predominantly located in developing countries as described in more detail under “Financing Transactions—Development Financing.” As a result, borrowers or investees often do not or cannot meet conventional investment standards and operate in unstable environments. In addition, borrowers or investees derive their income primarily from loan interest and sales fees

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and, in some cases, from grants and contributions from a variety of sources. If the persons with whom borrowers or investees make investments fail to repay such investments, they may be more likely to default on their financial obligations, including any obligations they owe to the Group.

We may issue additional Notes under this prospectus and may issue other debt securities under other programs.

We are not limited in the amount of debt securities that we may issue. We may issue additional Notes under this prospectus and may issue debt securities in the future under other debt programs. The aggregate amount of $300,000,000 of Notes outstanding at any one time is not a limitation on the amount of total debt securities that we may issue. We also have the right to issue additional Notes pursuant to a supplement, amendment or dissemination of an updated prospectus.

Oikocredit-USA faces certain political and economic risks commonly associated with doing business in developing countries.

We provide funds via Oikocredit EDCS to borrowers and investees in developing countries, primarily in Latin America, Asia, Africa, and Eastern Europe. Economic and/or political problems, sometimes together with extreme inflation or deflation, could prevent the recipients of Oikocredit EDCS funding from meeting their financial commitments. The Group’s project funding portfolio in developing countries (development financing) may further be affected by existing governmental, economic and political problems, such as government deadlock, freezing of funds, political instability, political upheaval leading up to or following governmental elections, changes in laws and regulations, and expropriation or nationalization of property. Any of these problems could cause nonpayment of principal or interest on the Notes.

Local currencies used by borrowers in the conduct of their businesses are subject to depreciation, devaluation and volatility.

The currencies of certain countries where the Group invests have historically experienced significant volatility, devaluation and/or exchange controls. The Group risks nonpayment of any amounts due by its project partners in U.S. Dollars or Euros as a result of a currency crisis in such countries. As of December 31, 2014, the Group had an unhedged local currency exposure of approximately €292 million ($354 million). To offset the risk of currency losses on loans disbursed in local currencies, the Group maintains local currency risk funds, which totaled approximately €40 million ($48 million) as of December 31, 2014. However, the risk funds may be insufficient to cover actual losses, and currency volatility could increase the risk of default by borrowers to the Group, thus negatively impacting its ability, and therefore our ability, to repay principal and pay interest on the Notes.

Oikocredit-USA pays principal and interest on the Notes in U.S. Dollars but borrowers repay Oikocredit EDCS and/or entities within the Group in foreign currencies. Exchange rate fluctuations could adversely impact principal and interest payment on the Notes.

Approximately 92% of the Group’s available capital at year-end 2014 was denominated in Euros. In contrast, 36% of the amount outstanding in development financing was denominated in U.S. Dollars, 56% in local currencies and the remaining 8% in Euros. The Group’s investment portfolio is predominantly denominated in Euros. However, since Oikocredit-USA makes principal and interest payments on the Notes only in U.S. Dollars, the Group faces exposure to adverse movements in currency exchange rates. As of December 31, 2014, the Group had hedged over 90% of its hard currency exposure, leaving approximately $15 million unhedged. Despite these hedges, adverse movements in currency exchange rates could make timely repayment by Oikocredit EDCS to us more difficult, and may therefore negatively impact our ability to repay principal and pay interest on the Notes.

The Group’s loan loss provisions may prove inadequate to meet all potential losses.

Oikocredit-USA is a nonprofit organization whose purpose is to increase the availability of capital to economically disadvantaged groups of people and to educate such groups to promote social welfare. As a nonprofit organization, we are not driven by profit or economic motives, and our ability to make payments on the Notes depends in large part on the economic success of the Group’s lending activities. There is a risk that loans, while achieving their social purpose, may not be repaid in part or in full to the Group, making it more difficult for us to repay principal and pay interest on the Notes.

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While we maintain reserves, we do not maintain loan loss provisions. Oikocredit EDCS determines the Group’s loss provisions by evaluating the risks of the current project funding portfolio (i.e., loans, guarantees and equity investments) based on then-prevailing conditions. For more information on how the Group evaluates these risks, see “Financing Transactions—Provisions for Loan Losses on Development Financing” and “Financing Transactions—Risk Management.”

The Group’s loss provisions as of December 31, 2014 amounted to approximately 8% of its total outstanding portfolio, but these provisions may prove inadequate to meet all potential losses. Although the Group has alternative sources of funds from which it could cover losses as described in “Description of the Issuer—Oikocredit EDCS,” if the Group’s loss provisions are insufficient to cover its loan losses, this may negatively impact its financial results and may make timely loan repayment to Oikocredit-USA by Oikocredit EDCS more difficult. This would therefore negatively impact our ability to repay principal and pay interest on the Notes. Although over the last five (5) years the Group has experienced average yearly write-offs of below 3.5% of its financing portfolio, past performance may not be indicative of future results.

Oikocredit EDCS may concentrate investments in projects in certain industry sectors or geographic areas thereby exposing it to disproportionate risk caused by volatility in those areas.

The Group’s project funding may be concentrated in certain industry sectors or geographic areas. If problems occur within a certain sector or area (e.g., natural disasters within the agricultural sector or in a certain country), there could be a negative impact on the project partners that are active within that area. This may result in nonpayment by certain project partners to Oikocredit EDCS and/or entities within the Group, with resulting losses on its development financing portfolio. Any such losses may negatively impact the Group’s financial results and, therefore, the ability of Oikocredit EDCS to repay its loan and Oikocredit-USA’s ability to repay principal and pay interest on the Notes.

Legislative action and regulatory measures may negatively affect the Group’s ability to conduct operations in certain countries.

Legislation in various countries in which the Group operates has been enacted or proposed with a view to increasing the regulation of the microfinance industry. The measures are meant to address concerns over collection practices and high interest rates of certain microfinance lenders. The impact of the measures alters the operating environment in certain of the countries where Oikocredit EDCS conducts project funding. These laws and regulations, as well as any additional regulations, could lead to reduced project funding and could negatively affect the quality of the Group’s outstanding project funding portfolio and its results of operations.

Difficulties in enforcing legal claims against borrowers may prevent the Group from recovering amounts due to it, which, in turn, could adversely affect our ability to make payments of interest and principal on the Notes.

Oikocredit EDCS and/or one of the entities within the Group may from time to time have a legal claim against a borrower for reimbursement in connection with financial support provided. However, the Group may choose not to pursue any remedies against the borrower if it believes that the cost of exercising such remedies makes such exercise impractical. Oikocredit-USA will have no direct claims against a borrower in respect of such financial support and investors have no legal right to compel Oikocredit EDCS or any entity within the Group to pursue collection of loans or other payments from defaulting borrowers or to take legal action against any borrower that has defaulted on its payments. Even if a Group entity decided to pursue legal or other remedies against a defaulting borrower, such efforts might fail because enforcement of any of the Group’s agreements may be subject to the laws of foreign jurisdictions, and the Group might have difficulty collecting on any favorable judgment.

Furthermore, the Group operates worldwide and enters into transactions and agreements subject to various laws. There can be no assurance that such transactions and agreements will not be invalidated. Losses due to invalidated contracts may negatively impact the Group’s financial results and therefore may have a negative impact on our ability to repay principal and pay interest on the Notes.

The Group’s decision not to, or its inability to, enforce and collect on any legal claims it may have against its borrowers may adversely affect its ability, and therefore our ability, to repay principal and pay interest on the Notes.

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If the Group cannot procure volunteer efforts in the future, its business operations could be adversely affected, which in turn could adversely affect our ability to make payments of interest and principal on the Notes.

As the Group depends on the efforts of volunteers working for its support associations and national support offices, it may encounter difficulties attracting funding at the same volume if multiple volunteers decide to leave its support associations or national support offices. Losses due to a decrease of volunteers, resulting in significant costs to replace the volunteers, may negatively impact the Group’s financial results and therefore may hinder our ability to repay principal and pay interest on the Notes.

We have no obligation to continue offering the Notes or to continue our current operations and we may terminate our relationship with Oikocredit EDCS at any time.

We are not obligated to continue offering the Notes, to continue our current operations or strategic focus, our existence as a not-for-profit entity or our relationship with Oikocredit EDCS. Our relationship with Oikocredit EDCS is governed by an Agreement of Cooperation dated May 20, 2014 (the “Agreement of Cooperation”). Either Oikocredit-USA or Oikocredit EDCS may terminate the Agreement of Cooperation at any time upon the occurrence of certain events, in which case we may no longer be able to use the Oikocredit name and we may no longer receive funding from Oikocredit EDCS, other than repayment obligations under the Loan Agreement. Any such change in our operations or status could have a negative impact on our ability to pay principal or interest on the Notes.

The Group’s term investments are subject to market and interest rate risks that could reduce the value of capital invested.

The Group invests part of its total assets in socially responsible investment grade bonds and share funds. For more information, see “Financing Transactions—Term Investments.” Market developments which cause changes in interest rates, the creditworthiness of bond issuers, or share prices, will affect the value of the Group’s investment portfolio. This may negatively impact the Group’s financial results and therefore our ability to repay principal and pay interest on the Notes.

Global and local economic conditions may negatively affect the Group’s ability to attract capital, its ability to find worthy borrowers, and/or the borrowers’ ability to successfully conduct business.

Global and local economic conditions, perceptions of those conditions and future economic prospects may affect the Group’s activities in the countries in which it operates. Several years after the global economic and financial crisis, the global economy is showing signs of recovery, but downward revisions to growth forecasts in some economies highlight continued fragilities in many countries where the Group invests and raises capital. The Group’s regional offices, branches, subsidiaries, national support offices and Oikocredit-USA may struggle to raise capital, and the Group may have difficulty finding institutions willing to lend to its target borrowers. These factors could raise the cost of capital for borrowers and, together with lowered global demand, make it more difficult for them to run successful businesses. Such fragile economic operating conditions may make repayment by borrowers to the Group more difficult. This could in turn negatively impact the Group’s financial results and its ability, and therefore our ability, to repay principal and pay interest on the Notes.

Damage to the reputation of Oikocredit-USA, a Group entity or third parties that work closely with Oikocredit-USA or the Group may negatively affect our operations.

As Oikocredit-USA is a nonprofit entity originally established for charitable and educational purposes to promote social justice, investors in the Notes expect Oikocredit-USA, and by extension, the Group, to continue to operate in a charitable manner. In addition, capital providing membership in Oikocredit EDCS is limited to church-related organizations and project members, support offices, support associations and similar mission-aligned entities. Damage to the reputation of Oikocredit-USA, Oikocredit EDCS or any Group entity could affect Oikocredit-USA’s ability to continue its current operations and could significantly affect the Group’s future capital inflow. In addition, reputational damage to any of the Group’s investment partners could negatively affect the ability of Oikocredit-USA to raise new funds or the ability of the Group to finance new projects.

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Oikocredit-USA is reliant on third parties to which it outsources certain functions.

Oikocredit-USA has historically relied on third party providers for certain services, including accounting and administration services. In the event of any interruption or termination in the services provided by such third parties, Oikocredit-USA may not find alternative service providers on a timely basis or on as favorable terms. For example, Oikocredit-USA previously offered Online Notes to investors via MicroPlace, Inc., who also serviced such Notes. In March 2014, MicroPlace, Inc. ceased sales of Online Notes and transferred the servicing of existing Online Notes to other third parties. The occurrence of similar events for other services provided by third parties could adversely affect Oikocredit-USA’s business, reputation, results of operation or financial condition.

We do not meet all of the financial standards set forth in the North American Securities Administrators Association (“NASAA”) Statement of Policy Regarding Church Extension Fund Securities (“SOP”), which may raise concerns about our ability to make payments under the Notes as scheduled.

Although we are not a “church extension fund” (within the meaning of the SOP), some state securities regulators may apply the NASAA SOP when considering the registration or exemption of our offering of Notes because they may consider us to be a similar loan fund of a nonprofit organization. The SOP provides financial guidelines, including that church extension funds should, among other things, maintain a liquidity ratio of at least 8% (with lines of credit not exceeding 2%), maintain a capital adequacy ratio (unrestricted net assets to total assets) of at least 5%, and limit senior secured debt to a maximum of 10% of total assets. Oikocredit-USA does not meet all of the financial standards set forth in the SOP because, unlike church extension funds, and as more fully described herein, we lend all gross proceeds from the sales of the Notes to Oikocredit EDCS, which provides loans or other types of financing for the development of viable economic enterprises that benefit groups of disadvantaged people, who are generally denied access to financial services.

As of December 31, 2014, we maintained reserves of approximately $1.05 million, but we generally rely on the payments of principal and interest from Oikocredit EDCS under the Loan Agreement to satisfy our obligations to investors under the Notes. As of December 31, 2014, Oikocredit EDCS maintained cash and near-cash instruments valued at approximately $249 million (€206 million), with total assets in excess of $1 billion (€907 million). As of the same date, Oikocredit EDCS had liabilities totaling $158 million (€130 million), including Oikocredit USA’s loan to Oikocredit EDCS which had an outstanding principal balance of $29.7 million on December 31, 2014. While there can be no guarantee that Oikocredit EDCS will be able to make repayments to Oikocredit-USA under the Loan Agreement as scheduled, as of the date hereof, Oikocredit EDCS has never defaulted on a payment under the Loan Agreement and we have never defaulted on the payment of interest or principal to an investor under a Note or other debt. Also, because we are a creditor of Oikocredit EDCS, in the event of any liquidation of Oikocredit EDCS, we and the other creditors of Oikocredit EDCS would have priority in payments over equity holders. Nonetheless, our ability to make principal and interest payments on the Notes will depend primarily on the financial condition of Oikocredit-USA and Oikocredit EDCS at the time such payments are due. See “—The Notes are unsecured obligations of Oikocredit-USA and our ability to make payments on the Notes depends primarily on the financial condition of Oikocredit-USA and Oikocredit EDCS.”

Risks Relating to the Notes

The Notes are not easily transferable, so you should be prepared to hold them to maturity.

By their terms, the Notes may be transferred only upon request by an investor and with the prior written approval of Oikocredit-USA. Transfers of Notes without the express written approval of Oikocredit-USA (which approval may be granted or denied in its sole discretion) are prohibited (see “Description of Notes—Transfer Restrictions”). Furthermore, we are offering the Notes in reliance upon an exemption from the registration requirements under the Securities Act and, in some cases, upon exemptions from the securities registration requirements under applicable state securities laws. We have no obligation and do not intend to register the Notes for resale. As a result, the holder of a Note wishing to transfer must ensure that such transfer is registered, or exempt from registration, under federal securities laws and applicable state securities laws. There is no public or secondary market for the Notes and none can be expected to develop in the future. Since the Notes are illiquid investments, you will not be able to sell or transfer the Notes at your discretion and you will not be entitled to redeem the Notes prior to maturity.

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The interest rates on the Notes are low relative to the risk associated with the Notes because of our social objectives.

The interest rates on the Notes are set at a relatively low level to allow us to achieve our social objectives. As a result, the risks associated with an investment in the Notes may be greater than that implied by the relatively low interest rates. This means that the Notes may bear a significantly higher degree of risk than similar securities offered by financial institutions, particularly for-profit institutions that bear similar interest rates (or otherwise provide similar rates of return). It also means that investors may be able to obtain a significantly higher interest rate on other such securities that carry an equal degree of risk.

We are not obligated to redeem the Notes prior to maturity. We may agree to do so at our sole discretion, although certain penalties may apply.

We are not obligated to redeem (in whole or in part) the principal of any Note before its maturity, whether for emergency reasons, changes in market conditions or otherwise, although we may agree to do so upon an investor’s request. Should we, in our sole discretion, agree to redeem any Note (in whole or in part) before maturity, certain penalties may apply against accrued interest. For more information, see “Description of Notes—Prepayment and Early Redemption.” As a result, you may be unable to redeem your investment at your discretion, or you may be unable to do so without paying a penalty.

Generally, if we do not hear otherwise from you in connection with the maturity of your Note, your investment will be reinvested by default in a new Note, which may bear a lower interest rate or have different terms.

Our practice, but not our obligation, is to provide notice to investors within a reasonable period of time prior to the maturity of their Notes, providing instructions for redemption and reinvestment. If an investor does not respond to this notice, principal and accrued and unpaid interest will be reinvested by default on terms consistent with the current offering; provided, however, that Notes purchased in Oregon will not be subject to reinvestment by default. If the original interest rate is not offered at the time of reinvestment and the investor provides no instructions, the new Notes issued upon reinvestment may bear a lower interest rate as noted in the maturity notice, and the new Notes will be governed by the terms of the then-current prospectus. Please see “Description of Notes—Redeeming or Reinvesting Your Investment at Maturity” on page 27 for more information.

No trust indenture has been or will be established to ensure the repayment of the Notes and no trustee or paying agent has been or will be appointed, so the Notes may be riskier than notes for which a trust indenture has been established.

Debt, such as the obligations represented by the Notes, is often issued pursuant to a trust indenture similar to that required for many debt offerings subject to the Trust Indenture Act of 1939. These indentures provide covenants and procedures to ensure the payment of principal and interest, and appoint a trustee to monitor the issuer’s performance under the notes and act for the benefit of all debt holders to protect their interests. However, no indenture governs the Notes pursuant to this prospectus, and no trustee or paying agent exists. We are issuing the Notes under an exemption from the Trust Indenture Act, and the provisions of such Act designed to protect debt owners do not apply to the Notes. If there is a default in payment on any of your Notes, you will need to take action against Oikocredit-USA directly to collect your debt. Please see “Description of Notes—Events of Default” for further information.

Other Legal and Regulatory Risks

Oikocredit-USA could face liability for sales of Notes made in the State of Washington through November 2010.

In November 2010, Oikocredit-USA received a letter from the staff of the Washington State Department of Financial Institutions (“WSDFI”) inquiring about Oikocredit-USA’s exemption from Washington’s securities registration requirements relating to the sale of Notes in Washington. Immediately upon receiving the letter, Oikocredit-USA ceased sales in Washington and cooperated with the WSDFI in reviewing the terms of the exemption and its securities transactions. Some or all of the Notes sold in Washington through November 2010 may be viewed as involving an offering of securities that was not registered or exempt from registration under the State of Washington’s securities laws, and holders of these Notes may be entitled to rescind their purchases and be paid

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their unpaid principal amount of the Notes plus statutory interest. Oikocredit-USA recommenced sales in the State of Washington in October 2011 in good faith reliance on exemptions from the registration requirements under Washington’s securities laws.

Of the $4.31 million in Notes sold on or before November 2010 to Washington residents, as of May 31, 2015, $4.17 million in principal amount of such Notes remained outstanding or have been reinvested in new Notes. One investor accounts for $3.88 million of such outstanding Notes, and elected to reinvest its original Note in each of 2012, 2013 and 2014. If Washington residents who purchased Notes before November 2010 seek rescission, or if other investors claim that we sold them Notes in violation of applicable securities laws, our ability to repay principal and pay interest on the outstanding Notes may be harmed.

We make no representations as to the tax consequences of purchasing and holding the Notes.

The purchase of Notes should not be viewed as a charitable donation for U.S. federal income tax purposes. Investors will not be entitled to claim any tax deductions for their purchase of Notes and, in general, interest on the Notes, including interest that is reinvested, will be taxable to investors. Potential investors are encouraged to consult a tax professional regarding the U.S. federal income tax consequences of owning the Notes, including the deductibility of interest donations to Oikocredit-USA. For further information, see “Description of Notes—Certain Tax Matters.”

Changes in federal and state securities laws relating to securities offered and sold by nonprofit charitable organizations could adversely affect our ability to sell the Notes and/or our ability to meet our obligations under the Notes.

Pursuant to current federal and state exemptions from securities registration relating to certain securities offered and sold by nonprofit charitable organizations, the Notes are not and will not be registered with the SEC and are not registered with several state securities regulatory bodies. Federal and state securities laws are subject to change and frequently do change. Future changes in federal or state laws, rules or regulations regarding the sale of securities by charitable or other nonprofit organizations may make it more costly and difficult, if not impossible, for us to offer and sell the Notes. Such an occurrence could negatively impact our operations, which could affect our ability to pay principal and interest on the Notes.

Any change in our operations or nonprofit status could negatively impact our ability to sell the Notes and/or our ability to meet our obligations under the Notes.

Federal authorities have recognized us as an organization exempt from federal taxation on the basis that we serve exclusively educational and charitable purposes. This determination rests upon a number of conditions that must continue to be met on an ongoing basis. If we fail to comply with any of these conditions, we could lose our tax-exempt status. If we fail to maintain tax-exempt status, we would be subject to federal taxation. This could negatively impact our financial viability and cash flow, which could ultimately impair our ability to meet our obligations under the Notes. Further, our exemption from federal taxation forms part of the basis of the exemptions from securities registration on which we are relying, described in the risk factor above. Accordingly, if we were to lose our tax-exempt status, we might not qualify for the relevant exemptions from registration, which could have adverse consequences.

In addition, as a tax-exempt organization, our tax-exempt status could be reclassified if the IRS were to determine that we did not have sufficient public support, such as donations of interest from our investors. In the event of such a reclassification, it is possible that Oikocredit EDCS could face penalties due to its lending relationship with Oikocredit-USA. Any material penalties assessed could negatively impact Oikocredit EDCS’s ability to repay amounts owed to us under the Loan Agreement, which could in turn negatively affect our ability to repay principal and to pay interest on the Notes.

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SELECTED FINANCIAL INFORMATION

The following tables provide selected financial information about Oikocredit-USA. This selected financial information should be read in conjunction with (i) our unaudited interim financial statements for the five months ended May 31, 2015 and 2014 attached to this prospectus as Appendix I, (ii) our audited financial statements as of and for the fiscal years ended December 31, 2014 and 2013 (the “2014/2013 Financial Statements”) attached to this prospectus as Appendix II, and (iii) our audited financial statements as of and for the fiscal years ended December 31, 2013 and 2012 (the “2013/2012 Financial Statements”) attached to this prospectus as Appendix III.

Five months ended May 31, Year ended December 31,

Balance Sheet Highlights 2015 (unaudited) 2014 (unaudited) 2014 2013 2012 Assets

Notes Receivable ........................ $ 31,815,917 $ 24,175,310 $29,666,029 $ 28,423,438 $ 25,557,053 Cash and other cash

equivalents .............................. 474,578 137,274 300,876 782,932 1,067,896 Global Community notes ............ 2,486 2,341 2,341 2,341 2,341 Prepaid expenses ......................... – – – – 12,707 Shares issued by Oikocredit

EDCS ...................................... 1,150,077 1,127,741 1,150,077 1,127,741 1,105,840 Pledges receivable ....................... – 2,102 2,102 2,102 2,056 Security deposit ........................... 3,206 3,206 3,206 3,206 3,206

Total Assets .................. $ 33,446,264

$ 25,447,974

$ 31,124,631 $ 30,341,760 $ 27,751,099

Liabilities

Notes payable(1) ........................... $ 31,815,917 $ 24,175,310 $ 29,666,029 $28,423,438 $25,557,053 Bank overdraft – – – 106,130 – Other liabilities ........................... – 587 – 83,715 67,252 Oikocredit EDCS funds held

by Oikocredit-USA ................. 494,475 207,956 410,998 680,873 1,079,190

Total Liabilities ...........

$ 32,310,392

$ 24,383,853

$ 30,077,027 $ 29,294,156 $ 26,703,495

Net Assets(2)

Unrestricted net assets Undesignated .............................. 285,872 214,121 197,604 197,604 197,604 Temporarily restricted net

assets ....................................... 400,000 400,000 400,000 400,000 400,000 Permanently restricted net

assets ....................................... 450,000 450,000 450,000 450,000 450,000

Total Net Assets ........... 1,135,872

1,064,121

1,047,604 1,047,604 1,047,604

Total Liabilities and Net

Assets...................................... $ 33,446,264 $ 25,447,974 $ 31,124,631 $ 30,341,760 $ 27,751,099

(1) Notes payable represents amounts due to investors under various agreements. See note 5 to the 2014/2013 Financial Statements.

(2) Net assets may be restricted by donor imposed stipulations. See note 2 to the 2014/2013 Financial Statements.

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Five months ended May 31, Year ended December 31, Income Statement Highlights 2015 2014 2014 2013 2012

Revenues and Support Interest from Oikocredit EDCS ............... $ 104,330 $ 118,974 $ 552,864 $ 502,113 $ 476,105 Contributions from Oikocredit EDCS ..... 300,000 177,257 376,884 501,132 545,659 Administrative Fees ................................ 16,399 19,608 81,419 95,206 27,964 Other contributions ................................. 26,623 14,750 58,790 51,611 74,728 Investment income .................................. (1,922) 38 22,435 22,193 19,651

Total Revenues and Support ........ $ 445,430 $ 330,627 $ 1,092,392 $ 1,172,255 $ 1,144,107 Expenses

General and administrative ..................... 12,443 8,080 22,435 112,798 24,653 Special projects and interest payments .... 344,719 306,030 1,069,957 1,059,457 1,117,364

Total Expenses ............................... $ 357,162 $ 314,110 $ 1,092,392 $ 1,172,255 $ 1,142,017 Increase (Decrease) in Net Assets ............ $ 88,268 $ 16,517 - - $ 2,090 Year ended December 31,

Cash Flows Statement Highlights 2014 2013 2012

Net cash (used) provided by operating activities ..................... $ (83,715) $ 29,124 $ 62,251 Net cash (used) by investing activities ..................................... (1,264,927) (2,888,286) (2,587,852) Net cash (used) provided by financing activities ..................... 866,586 2,574,198 2,766,840 Net (decrease) increase in cash and cash equivalents .............. (482,056) (284,964) 241,239 Cash and cash equivalents, beginning of year .......................... 782,932 1,067,896 826,657 Cash and cash equivalents, end of year .................................... $ 300,876 $ 782,932 $ 1,067,896

Supplemental disclosure of financing activities interest paid .. $ 552,864 $ 502,113 $ 476,105

As of May 31, As of December 31,

Oikocredit-USA’s Long Term Liabilities

2015 (unaudited) 2014 2013 2012

Notes Payable(1) Global Community Notes(2) .................................................. $ 23,790,035 $ 21,663,104 $ 21,618,529 $ 17,867,545 Pennsylvania Community Notes ........................................... 1,334,766 1,305,379 1,132,818 37,575 Series 2002 Renewable Subordinated Notes ......................... 191,116 197,546 672,091 877,197 2% Renewable Subordinated Notes ...................................... – – - 422,203 Progressive Asset Management Notes .................................. – – - 1,352,533 Calvert Foundation Promissory Note .................................... 6,500,000 6,500,000 5,000,000 5,000,000

Total Notes Payable ........................................................ $ 31,815,917 $ 29,666,029 $ 28,423,438 $ 25,557,053

Loans Payable

Total Long Term Liabilities ........................................... $ 31,815,917 $ 29,666,029 $ 28,423,438 $ 25,557,053

(1) For further information on the various types of notes offered by Oikocredit-USA, see note 5 to the 2014/2013 Financial Statements.

(2) Includes Online Notes offered to investors through MicroPlace, Inc. prior to January 14, 2014. As of the date of this prospectus, Online Notes are no longer available.

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Debt Maturity Schedule

Year Ending December 31, 2014 Amount

2015(1) $ 11,235,158 2016 ..................................................................................................................................................................... 4,009,693 2017 ..................................................................................................................................................................... 3,480,630 2018 ..................................................................................................................................................................... 8,932,298 2019 ..................................................................................................................................................................... 1,850,883 2020 and thereafter .............................................................................................................................................. 157,367 Total .................................................................................................................................................................... $ 29,666,029

(1) Includes Online Notes that were enrolled in the Special Liquidity Program, a program allowing investors to redeem their Notes at any time without penalty. Oikocredit-USA does not currently offer either Online Notes or new investments in the Special Liquidity Program.

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DESCRIPTION OF THE ISSUER

History and Operating Structure of Oikocredit-USA

Our mission is to mobilize financial credit and resources to promote economic growth, social justice and self-reliance among the poor in developing countries and to educate the poor about the successful operation of business enterprises in an effort to prevent economic injustice and to promote self-reliance and social welfare. Ecumenical Development Corporation, U.S.A., doing business as Oikocredit-USA, was formed under the Illinois Not for Profit Corporation Act on March 1, 1990 exclusively for educational and charitable purposes. Our headquarters are located at 1701 K Street NW, Room 1201, Washington, D.C. 20006. Our mailing address is P.O. Box 66383, Washington, D.C. 20035. Our phone number is (202) 728-4140.

Oikocredit-USA is exempt from federal income taxation as an organization designated in Section 501(c)(3) of the IRC. Our relationship with Oikocredit EDCS is governed by the Agreement of Cooperation, pursuant to which we raise capital in the United States and contribute it to Oikocredit EDCS in support of its mission and vision.

We work with the two Oikocredit EDCS support associations in the United States (in Pittsburgh, Pennsylvania and in Seattle, Washington) to increase awareness about microfinance and to raise investment funds for Oikocredit EDCS. Oikocredit EDCS’s support associations are established by, and composed of, groups and individuals in their country of origin and consist mostly of volunteers. Oikocredit-USA also conducts marketing, mission interpretation, promotional and outreach activities to the general public throughout the United States.

While Oikocredit EDCS is legally a separate entity, it has a contractual right to have one representative on our board of directors and is a major donor to us. Because it is a major donor, we provide significant financial and other information to Oikocredit EDCS. Oikocredit EDCS does not have direct or indirect voting control over Oikocredit-USA, nor does it govern our financial and operating policies.

We currently lend the capital we raise to Oikocredit EDCS for the purpose of investing in productive enterprises that benefit the poor. In the future, we may lend capital to other entities for similar purposes. Under the terms of the Loan Agreement, all of the proceeds from Note sales are lent by Oikocredit-USA to Oikocredit EDCS on the same aggregate terms and conditions as the Notes issued by Oikocredit-USA to investors. Under the Loan Agreement, if Oikocredit EDCS fails to pay us any principal when due or any interest following a 15-day cure period, we would be able to declare all amounts due under the Loan Agreement immediately due and payable.

Oikocredit-USA currently raises capital to be used by the Group through investments offered to individual and institutional investors. In addition to the Notes, we offer Pennsylvania Community Notes to residents of Pennsylvania only. As of the date of this prospectus, the following types of investments previously offered by Oikocredit-USA remain outstanding:

• Series 2002 Renewable Subordinated Notes; and

• Global Community Notes offered as Online Notes.

The above-listed investments are not currently being offered by Oikocredit-USA to new investors, though in some cases, existing holders of such investments may add to their investment. For further information on these investments, please see note 5 to the 2014/2013 Financial Statements.

Since its establishment in 1990, Oikocredit-USA has honored all obligations to investors and creditors in a timely manner. If for whatever reason Oikocredit-USA experiences operational losses, these losses would first be covered from its reserves which, as of May 31, 2015, amounted to approximately $1.14 million. If such reserves were insufficient, we may request additional funds from Oikocredit EDCS. Although Oikocredit EDCS is not under any legal obligation to provide us with any such funds, it may elect to do so.

The Notes are senior unsecured obligations of Oikocredit-USA only and are not direct or indirect obligations of, nor guaranteed by, Oikocredit EDCS or any other person. As of May 31, 2015, Oikocredit-USA had approximately $31.8 million in existing senior unsecured indebtedness, of which $23.8 million was outstanding Notes (including

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previously offered Online Notes). Any additional Notes we may issue will rank pari passu with the currently outstanding Notes and other senior unsecured debt.

Oikocredit EDCS

Oikocredit EDCS was established in 1975 by the World Council of Churches and the Council of Churches in the Netherlands. This year, Oikocredit EDCS is celebrating 40 years of providing credit to developing countries and thus, it is one of the oldest and largest programs of its kind. Further information on Oikocredit EDCS and the Group is available on its website at www.oikocredit.coop, including access to Oikocredit EDCS's annual report, which includes consolidated audited financial statements for the Group and stand-alone audited financial statements for Oikocredit EDCS.

As of year-end 2014, Oikocredit EDCS had 589 members. Its membership is restricted to member churches of the World Council of Churches, other churches or subdivisions of churches, church-related organizations, project members, support associations and similar mission-aligned entities. Members hold shares in Oikocredit EDCS and have the right to receive dividends. As of December 31, 2014, the following members each held between 5% and 15% of Oikocredit EDCS’s share capital: Oikocredit Westdeutscher Förderkreis e.V. (14.7%), Oikocredit Förderkreis Baden-Württemberg (14.2%), Oikocredit Nederland Fonds (12.3%), Oikocredit Austria (10.1%), Stichting Oikocredit International Share Foundation (8.9%), Oikocredit Nederland (7.1%), and Oikocredit Förderkreis Bayern e.V. (6.9%).

Oikocredit EDCS is in many respects a unique organization, as it:

• operates like a development “bank,” providing long-term financing to disadvantaged people (people who would normally not obtain a loan from a commercial bank);

• benefits from a wide network of regional offices and country offices;

• is one of the few cooperative societies operating with a worldwide membership of investors and clients;

• manages its operations with the goal of achieving a limited financial return as well as a social return for its investors; and

• has a unique structure of members, project partners, regional offices and an international office.

As of December 31, 2014, Oikocredit EDCS had total share capital of €711 million ($861 million) and the Group had total consolidated assets of €907 million ($1.1 billion).

Oikocredit EDCS’s headquarters are located at Berkenweg 7, 3818 LA, Amersfoort, the Netherlands. Its mailing address is P.O. Box 2136, 3800 CC, Amersfoort, the Netherlands.

As discussed above in “Risk Factors—Our financial condition and our ability to make payments on the Notes depend on the ability of borrowers to meet their financial obligations,” there is a possibility that borrowers may default on the loans provided to them by Oikocredit EDCS or another Group entity. If this were to occur, Oikocredit EDCS would nonetheless endeavor to repay Oikocredit-USA so that Oikocredit-USA would in turn be able to repay investors on their Notes. Oikocredit EDCS would attempt to cover any losses it incurs first by resorting to the Group’s loan loss provisions, as discussed below under “Financing Transactions—Provision for Loan Losses on Development Financing.” If these provisions were insufficient to cover the relevant losses, Oikocredit EDCS would resort to the Group’s general reserves to cover the losses, and finally to its share capital, which value would be reduced by the excess of any loss remaining after the depletion of the Group’s loan loss provisions and its general reserves. As of December 31, 2014, the Group’s consolidated loan loss provisions and impairments, reserves, and share capital amounted to €55 million ($67 million), €67 million ($81 million), and €709 million ($858 million), respectively.

Oikocredit-USA Board of Directors

Our board of directors must contain a minimum of five and a maximum of ten members. We currently have five members on our board of directors, which is responsible for our overall policy and direction. Directors do not

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receive directors’ fees or compensation for their service as board members. The board of directors maintains certain committees, including an audit committee and a nominating committee. The board meets at least quarterly each year, and additional meetings may be held on an as-needed basis. Each board member serves three years per term, with a two-term maximum.

Pursuant to the Agreement of Cooperation, the board of directors has agreed to appoint a representative of Oikocredit EDCS as a member of the board of directors. Except for such appointment, each board member is selected through a board self-perpetuating process. Our board of directors considers the roles and categories for future board members, identifies potential individuals and assigns a ranking to each one. Oikocredit-USA staff and members of the board of directors conduct initial interviews with potential board candidates. If the board candidates are interested in becoming board members, they are voted upon for election at the following Oikocredit-USA meeting of the board of directors; a majority vote is required for a new director to be elected to the board of directors.

The current members of the board of directors are:

Rev. Gary Cook, Chair

As Director of Church Relations at Bread for the World, Rev. Cook manages a diverse staff dedicated to building and strengthening relationships with over 50 church denominations and agencies and 5,000 local congregations. Their collective mission is to urge national decision makers to end hunger at home and abroad. Prior to joining Bread for the World in 2007, Rev. Cook, a Presbyterian minister, served on the national staff of the Presbyterian Church USA, directing its relief and development programs. He was previously Coordinator of the Presbyterian Hunger Program, where he instituted the Enough for Everyone Program that encourages congregations to invest in Oikocredit-USA, among other initiatives. A graduate of the University of Pittsburgh and Chicago Theological Seminary, he was a pastor for congregations in Ohio and Florida. Rev. Cook formerly served as chair of the board of Oikocredit-USA, and was appointed for a second term as a member of the board of directors beginning January 2013. Rev. Cook has also served on the boards of Church World Service, the National Farmworker Ministry, the Super Bowl of Caring, and, before his current staff position, Bread for the World. He has provided leadership for his churches’ engagement in social justice movements such as the Sanctuary, Jubilee 2000, the Taco Bell boycott, and fair trade initiatives.

Corinne Florek, Vice Chair

A sister with the Adrian Dominican order, Ms. Florek has spent more than 30 years working in the field of community economic development as a manager, educator, consultant, financial administrator and strategic planner. Her work spans the administration of a 50-member craft cooperative in Appalachia to management of a national and international loan fund for both the Sisters of Mercy and the Religious Communities Investment Fund. She also brings a range of relevant experience as Loan Fund Manager, then Interim Executive Director, of the Women’s Initiative for Self-Employment, and Coordinator of Justice Organizers, Leadership and Treasurers (JOLT), in addition to consultancies in business and community economics. She holds an M.B.A. from the University of Notre Dame.

Susan Gottshall, Secretary

As associate executive director for communications at American Baptist Home Mission Societies (ABHMS) in Valley Forge, Pennsylvania, Ms. Gottshall heads up the print, Web and video promotional efforts of the national nonprofit organization that carries out home missions for American Baptist Churches USA. Prior to joining ABHMS in 2002 when it was known as National Ministries, Ms. Gottshall worked as senior editor at Lehigh Valley Magazine, as an editorial intern at Ms. Magazine in New York City and as an editorial researcher at Prevention Magazine. Ms. Gottshall also established the public relations office and directed that effort at Phoebe-Devitt Homes (now Phoebe Ministries), a United Church of Christ-related provider of health care and housing for older adults in eastern Pennsylvania. Ms. Gottshall holds a B.A. in English from Indiana University of Pennsylvania and a Master’s degree in Journalism from Temple University in Philadelphia, Pennsylvania.

Paul Neuhauser, Treasurer

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Mr. Neuhauser was a law professor at the University of Iowa College of Law from 1963 to 2001, and before that, among other teaching positions, instructed at Harvard Law School. Prior to teaching, Mr. Neuhauser practiced law with Simpson, Thacher & Bartlett in New York. He has served in various capacities with the Episcopal Church, including serving on the Executive Council for six years. Mr. Neuhauser currently serves on the Finance and Investment Committees of the Interfaith Center on Corporate Responsibility and is on the investment committee of two of his parishes, St. Boniface, in Sarasota, Florida and St. John the Baptist, in Thomaston, Maine. Mr. Neuhauser holds an A.B., an L.L.B. (J.D.) and an L.L.M. from Harvard University.

Cheryl Smith

Ms. Smith is Managing Partner, Chief Compliance Officer and Investment Manager at Trillium Asset Management, LLC, providing sustainable and responsible portfolio management for institutional and individual clients. An economist and former assistant professor of economics at the University of Denver, Ms. Smith has also served as Vice President of the United States Trust Company of Boston, now known as Walden Asset Management, where she managed the Women’s Equity Mutual Fund and the Calvert Social Investment Fund Bond Portfolio. She brings considerable nonprofit board experience, as former Board Chair of the Forum for Sustainable and Responsible Investment, and as former Trustee and Chair of the Investment Committee for the Episcopal Divinity School in Cambridge, Massachusetts. A Chartered Financial Analyst, Ms. Smith holds a B.S. in Foreign Service, International Economics from Georgetown University and an M.A. and Ph.D. in Economics from Yale University.

Key Personnel

Sharlene Brown, National Director

Ms. Brown joined Oikocredit-USA as a director in January 2010 and served in that capacity until she was named National Director in June 2011. Prior to joining Oikocredit-USA, Ms. Brown served as a Senior Program Officer for the Grameen Foundation’s Social Performance Management Center, where she oversaw projects for microfinance institutions in Sub-Saharan Africa and Middle-East/North Africa. Ms. Brown has also worked in the socially responsible investment (SRI) marketplace as a business development manager for Domini Social Investments and as a research associate for the Social Investment Forum. She brings more than 10 years of experience in the social investment and microfinance sectors to her position as National Director. She holds a B.A. from Wellesley College and an M.B.A. from University of Phoenix.

Additional Staff

As of the date of this prospectus, Oikocredit-USA employs four full-time staff members (including Ms. Brown) who are responsible for maintaining day-to-day operations, investor and donor relations, outreach and education, and other administrative duties. The number of staff members may increase or decrease in the ordinary course of business.

Related Party Transactions

All ongoing and future related party transactions have been and will be made or entered into on terms that are no less favorable to Oikocredit-USA than those that can be obtained from unaffiliated third parties. All ongoing and future affiliated transactions and any forgiveness of loans are approved by a majority of the independent, disinterested members of Oikocredit-USA’s board of directors.

Securities owned by directors and officers issued by Oikocredit-USA, including the Notes, as of May 31, 2015 did not exceed $150,000 in the aggregate. More specifically, members of our board of directors owned an aggregate of $14,973 in securities issued by us.

We loan gross Note proceeds to Oikocredit EDCS under the Loan Agreement on the same aggregate terms as the Notes issued by Oikocredit-USA to investors. As of May 31, 2015, the aggregate amount lent to Oikocredit EDCS under the Loan Agreement was $31,815,917 including an aggregate amount corresponding to the Notes and to the Pennsylvania Community Notes.

We receive contributions from Oikocredit EDCS for operating, administrative and certain investment-related expenses; in 2014 and 2013, such contributions totaled $376,884 and $501,132, respectively. For the five months

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ended May 31, 2015, such contributions totaled $300,000. Furthermore, Oikocredit EDCS may from time to time provide funds to cover our operating deficits, if any.

We hold subvention certificates issued by the United States office of the World Council of Churches, the same organization that established Oikocredit EDCS in 1975. As of December 31, 2014, the balance of the outstanding certificates was $50,066.

We also provide administrative processing services on behalf of Oikocredit EDCS in respect of subvention certificates held by investors in the United States. These services include the collection of investment proceeds, redemption of investments, payment of annual interest and reporting of investment transactions. All funds related to such services are recorded in the balance sheet item “Oikocredit EDCS funds held by Oikocredit-USA” and the investment cash account.

In 2014, at the request of Oikocredit EDCS, we facilitated an aggregate of $63,008 in interest and redemption payments related to subvention certificates held by certain of Oikocredit EDCS investors located in the United States who requested such payments by check. Banking regulations in the Netherlands require electronic payment and no longer support the use of checks. The payments are recorded in the balance sheet item “Oikocredit EDCS funds held by Oikocredit-USA” and the investment cash account.

As of December 31, 2014, Western Pennsylvania Support Association, Oikocredit held $25,692 in Notes and $31,517 in shares of Oikocredit EDCS, and Oikocredit Northwest USA held $12,910 in Notes.

As of December 31, 2014, we held $1,100,011 in member shares of Oikocredit EDCS. The dividends earned in 2014 on our share ownership amounted to $22,336, which were reinvested as equity and thus increased the number of shares we held in Oikocredit EDCS.

In 2014, we held funds on behalf of Oikocredit EDCS as part of a financial covenant that was tied to the Calvert Foundation Promissory Note (the “Calvert Note”). The Calvert Note was renegotiated in October 2014 and the financial covenant was removed. Therefore, the funds relating to the covenant were returned to Oikocredit EDCS. As of December 31, 2013, our holdings of such funds totaled $680,873. For further information on the Calvert Note, see note 5 to the 2014/2013 Financial Statements.

As of May 31, 2015, Oikocredit USA held $494,475 related to recently purchased Notes and Pennsylvania Community Notes investments which was loaned to Oikocredit EDCS under the Loan Agreement. Funds are routinely transferred to Oikocredit EDCS. Please see note 4 to the 2014/2013 Financial Statements for further information on all of our related party transactions.

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USE OF PROCEEDS

Oikocredit-USA lends all gross Note proceeds to Oikocredit EDCS and accounts for these loans as notes receivable. Under the Loan Agreement, these Note proceeds are lent on the same aggregate terms, and thus earn interest at the same rate and have the same maturities, as the Notes issued by Oikocredit-USA to investors.

The Note proceeds are lent by Oikocredit-USA to Oikocredit EDCS for the purpose of channeling capital to underdeveloped areas of the world to promote economic growth, social justice and self-reliance among the poor. Oikocredit EDCS primarily deploys the capital as loans to a wide range of borrowers, as described below under “Financing Transactions—Development Financing.”

In over 40 years, Oikocredit EDCS has honored all obligations to its investors and creditors in a timely way. Past performance, however, may not be indicative of future results.

Oikocredit EDCS also invests a portion of its total assets in bonds that are determined by Moody’s to be investment grade and that are issued by development banks, developing countries, and other socially responsible investments, described below under “Financing Transactions—Term Investments.”

Expenses related to the offering of the Notes, together with expenses relating to the offering of the Pennsylvania Community Notes, including state securities filings, fees paid to MicroPlace, Inc., legal fees and accounting fees, amounted to an aggregate of $196,560, $165,589 and $157,156 in 2012, 2013 and 2014, respectively, of which $27,964, $2,275 and zero related to fees paid to MicroPlace in 2012, 2013 and 2014, respectively. The decrease in MicroPlace, Inc. fees in 2013 is a result of waived fees. Increases in legal expenses in 2012 were primarily due to regulatory compliance requirements. Fees are paid either by Oikocredit EDCS or from the operating budget of Oikocredit-USA.

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FINANCING TRANSACTIONS

The Group finances a wide range of community-based producer groups, non-governmental organizations, cooperative societies, microfinance institutions, and other enterprises. As a worldwide cooperative society, the Group promotes global justice by enabling individuals, churches and other institutions to share their resources through socially responsible investments and by empowering disadvantaged people with access to credit. Oikocredit-USA contributes to this work by lending all gross Note proceeds to Oikocredit EDCS.

From a liquidity and risk management perspective, the Group invests a portion of its total assets in a term investment portfolio consisting of socially responsible, investment grade corporate and sovereign debt.

Development Financing

As of December 31, 2014, the Group’s consolidated portfolio related to development financing amounted to €944 million ($1.1 billion), of which €735 million ($890 million) was outstanding. As of May 31, 2015, Oikocredit EDCS’s loan portfolio included approximately 804 project partners in 65 countries.

The Group’s primary activity is to make funding available to viable economic enterprises undertaken by economically disadvantaged groups of people in developing countries. This “lending-for-development model” is based on the conviction that loans stimulate sustainable development and self-reliance and are thus more effective than grants alone in creating productive business enterprises. In our experience, most of the project partners that received a loan proved that they can indeed develop and run their own businesses.

Oikocredit EDCS aims to invest all funding available at the beginning of any calendar year into suitable development financing projects by the end of that calendar year. The Group’s project funding primarily takes the form of loans ranging from approximately €50,000 to €10 million, with maturities up to 10 years; however, the average loan repayment period is approximately three to four years. The smaller loans are offered to groups that in most cases have been rejected by their local banks for insufficient creditworthiness, while the larger loans are generally offered to microfinance institutions. Loans are made at market interest rates, which differ in each region and country, and take into account the possibility of a discount for projects with particularly strong developmental impact. Equity participation accounts for the remaining project funding. The chart below shows the percentage of loans and equity outstanding as of the years ended 2014, 2013 and 2012.

Project funding outstanding 12/31/2014 12/31/2013 12/31/2012

Loans 92% 92% 93%

Equity 8% 8% 7%

Most funding is in U.S. Dollars (36%) and in local currencies (56%). The remainder of funding (8%) is offered

in Euros. The chart below shows the percentage of project funding outstanding in U.S. Dollars (USD), Euros and other currencies as of the years ended 2014, 2013 and 2012.

Project funding outstanding 12/31/2014 12/31/2013 12/31/2012

USD 36% 35% 34%

Euros 8% 9% 10%

Other currencies 56% 56% 56%

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As of December 31, 2014, the countries with the most significant capital outstanding were as follows:

The graphs below show the Group’s project funding by region and by sector as of December 31, 2014. The

Group’s outstanding portfolio was placed predominantly in the regions of Latin America, Asia and Africa.

Interest income from this portfolio is the Group’s primary source of income that is used by Oikocredit EDCS to pay principal and interest to Oikocredit-USA and to its investors. Secondary sources of income include the Group’s portfolio of investment grade securities, discussed under “—Term Investments” below.

Investment Criteria

The Group screens potential loan recipients for social impact, financial soundness and economic viability, including appropriate management and technical leadership, and potential to become self-sustaining within a reasonable period of time. The following six criteria serve as guidelines in evaluating potential investments:

(1) The enterprise benefits poor and disadvantaged people;

(2) The project’s earnings are widely distributed and do not enrich only a few organizers or investors;

(3) The project contributes to the social and economic progress of the broader community in which it is located. Special attention is paid to ecological impact;

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(4) Preference is given to cooperative structures that enable poor people to participate directly in project management, and to projects that directly benefit and include women in decision-making;

(5) The enterprise is economically viable, has appropriate management and technical leadership, and will become self-sustaining within a reasonable period of time, allowing the Group’s capital participation, loan or guarantee to be phased out; and

(6) Foreign investment will benefit the project and can be provided within terms compliant with government requirements.

Lending Policy and Due Diligence

As of December 31, 2014, the Group maintained eight regional offices and 31 country representatives in Africa, Asia, Eastern Europe and Latin America that are responsible for identifying promising borrower candidates and performing due diligence on loan requests. Loan approvals are made by a credit committee after the proposal is received from the regional managers and reviewed by analysts independent from the regional managers. Projects that are outside guidelines or with exposures exceeding €10 million are evaluated by Oikocredit EDCS’s supervisory board.

Since Oikocredit EDCS is financially dependent on timely payments of interest and loan repayments by the project partners, a great deal of attention is paid to monitoring. After the funds have been disbursed, the regional staff pay regular visits to each project to identify potential problems and, if problems arise, offer proactive assistance in solving them. Detailed procedures are in place to determine which steps are to be taken in the event of payments being delayed.

Equity Investments Policy

Oikocredit EDCS’s global equity department consists of 11 professionals responsible for identifying and developing new investment opportunities as well as for managing existing investments. The equity department strives to take a significant minority stake in an investee company, typically ranging from 15% to 30%, with an investment size between €2 million and €10 million. Investments beyond €10 million require the consent of Oikocredit EDCS’s supervisory board. The share of the equity investments in the total development financing portfolio may not exceed 15%.

Provision for Losses on Development Financing

The Group’s provision for possible losses is based on an evaluation of the risks of the current development financing portfolio (loans and equity investments) in terms of present conditions. The calculation of the loss provision comprises the following layers:

(1) A provision for ‘country risks’ calculated per country in which the partner is based.

(2) A specific provision per partner, based on the aging of payments overdue – only applied if this risk is higher than the provision for country risk in which that partner is based.

(3) A specific provision for non-performing partners and partners that are not overdue – only applied if higher than the provision for country risk in which that partner is based. This provision is calculated based on management’s risk assessment of, and experience with, these kinds of partners.

This provision for development financing risks is deducted from loans and interest outstanding on the balance sheet. Write-offs are charged against this loss provision. Additions to or withdrawals from the provision for loan losses are recognized in the income statement.

Equity investments are valued at cost less impairment. Oikocredit operates in countries where there is no active market for these equity stakes. The fair value is, however, determined taking into account suitable valuation methods such as price-earnings ratios and recent sale prices of similar investments. The Group’s loss provisions as of December 31, 2013 amounted to approximately 8% of the total outstanding portfolio. However, the loan loss

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provision may not be adequate to meet all potential losses. See “Risk Factors—The Group’s loan loss provisions may prove inadequate to meet all potential losses.”

Over the last five years, the Group has experienced average yearly write-offs of below 3.5% of its investment portfolio. In 2014, write-offs charged against loss provision were below 1% of the total outstanding portfolio.

Term Investments

Based on an asset liability study, Oikocredit EDCS’s supervisory board has decided that, for risk management, liquidity and diversity purposes, the Group must maintain at least 15% of its total assets in cash or term investments. The term investment portfolio is composed of investment grade debt securities, as so rated by Moody’s, of sustainable and socially responsible companies, governments or governmental or international development banks and agencies. The value of the Group’s term investment portfolio as of December 31, 2014 amounted to approximately €155 million ($187 million).

Risk Management

As discussed above, financing proposals are assessed by Oikocredit EDCS in accordance with predefined criteria, risk levels and amounts. Oikocredit EDCS has also established policies based on its risk assessment system to set limits in its exposure related to amounts outstanding per country, per region, per project partner and per company groups. The adherence to such limits is monitored on a periodic basis.

As of December 31, 2014, approximately 92% of the Group’s available capital was denominated in Euro. In contrast, 36% of the amount outstanding in development financing was denominated in U.S. Dollars, 56% in developing country domestic currencies and the remaining 8% in Euros. The term investment portfolio is predominantly denominated in Euros. To manage its currency risks, Oikocredit EDCS’s supervisory board determined that Oikocredit EDCS should hedge at least 50% to 75% of its exposure in U.S. dollars (currently hedged for approximately 90%), Canadian dollars, British pounds and Swedish kronor with the view of maintaining the value of its member capital. Derivatives are used for this purpose. Its exposure to developing country domestic currencies is, for the most part, not hedged. As of December 31, 2014, the Group had an unhedged local currency exposure of approximately €292 million ($354 million). However, the Group maintains local currency risk funds, which are available to offset the risk of potential currency losses on loans disbursed in developing country domestic currencies. As of December 31, 2014, local currency risk funds totaled approximately €40 million ($48 million). These funds originate from grants and subsidies from members and third parties.

The Group does not carry significant interest rate risk. The interest rates on loans denominated in U.S. Dollars and granted to its project partners are usually fixed, while the interest rates on loans granted to project partners that are denominated in the domestic currencies of the countries in which the Group works are usually variable and repriced semi-annually. Market interest rate developments therefore do not significantly influence the value of the Group’s loan portfolio stated in domestic currencies.

The Group’s term investments in bonds are all rated investment grade by Moody’s, of which at least 80% are rated AAA to A3 and 20% are rated Baa1 to Baa3. Moreover, in the Baa1 to Baa3 category, it is the Group’s policy that a maximum of 2% of its portfolio should be invested in a single debtor. A maximum of 10% of the total amount available for term investments can be invested in shares. Term investments are liquid and are not subject to legal or contractual restrictions on their resale. An investment advisor monitors the Group’s investments for ratings downgrades, and appropriate action will be taken where necessary.

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DISTRIBUTION

The Notes can be purchased by completing the applicable paper-based Note Application Form accompanying this prospectus, or by contacting Oikocredit-USA at (202) 728-4140 or usa@oikocredit.org. As detailed below under “Description of Notes,” an investor selects the term and interest rate of the Note from among the available options at the time of purchase.

Certain Oikocredit-USA employees and associated persons are authorized to disseminate information about Oikocredit-USA and the Notes. Oikocredit-USA’s employees, officers and directors are not registered as investment advisers under the Investment Advisers Act or as broker-dealers under the Exchange Act.

The Notes will be offered on a best efforts basis only. Oikocredit-USA is under no obligation to sell a minimum amount of Notes in the offering. The minimum investment amount for the Notes is $250.

The Notes will be offered only to U.S. residents, and only in states or other jurisdictions in which the Notes are registered or exempt from applicable registration requirements. You should contact Oikocredit-USA or refer to our website at www.oikocreditusa.org to verify whether residents in your state are eligible to purchase the Notes.

Oikocredit-USA may in the future decide to distribute the Notes through one or more other distribution platforms, in which case Oikocredit-USA will describe such other distribution arrangements in a supplement to this prospectus.

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DESCRIPTION OF NOTES

The following description forms the sole policy binding any investment in the Notes made pursuant to this prospectus and will apply to all Notes sold pursuant to this prospectus unless otherwise specified in a prospectus supplement or a side agreement. The Notes are not issued pursuant to any trust indenture.

General

Oikocredit-USA may offer Notes from time to time by specifying the applicable terms for the offering through this prospectus and the applicable Note Application Form for the Notes.

The Notes are unsecured general obligations of Oikocredit-USA only and are not direct or indirect obligations of, nor guaranteed by, Oikocredit EDCS or any other person. The Notes are not deposits or obligations of any bank or other entity, and are not insured by the FDIC, the SIPC, any other federal or state agency or any other entity. An investment in the Notes may bear a higher degree of risk than other investments that provide an equal or greater rate of return.

The gross proceeds from the sales of the Notes are currently lent to, and are currently used in their entirety by, Oikocredit EDCS to provide financial assistance to borrowers and investees as described above under “Use of Proceeds” and “Financing Transactions—Development Financing.”

Form of Note and Side Agreements

We account for each Note purchased by an investor as a note payable in our accounting records; such records serve as the register of noteholders. Note proceeds lent to Oikocredit EDCS are accounted for as a note receivable. The Notes are not governed by any indenture or fiscal agency agreement, and in most cases, although investors receive a statement by email or by mail confirming their initial investment, investors do not receive documents representing the Notes that they have purchased, either in paper or electronic form. We may however, from time to time and on a case-by-case basis, issue a physical Note to, or enter into a loan agreement or similar documents with, an investor. We may also enter into side letters or other writings with investors, on a case-by-case basis. These physical Notes, loan agreements, side letters or other writings (each a “side agreement”) may have the effect of establishing rights under, or altering or supplementing, the terms of the Notes as described in this prospectus. Any rights established, or any terms of the Notes altered or supplemented in a side agreement with an investor will govern with respect to such investor’s applicable Note(s) notwithstanding any other provision of this prospectus, but will not affect the terms of any other investor’s Note(s).

Ranking

The Notes are senior unsecured obligations of Oikocredit-USA only and are not direct or indirect obligations of, nor guaranteed by, Oikocredit EDCS or any other person. As of May 31, 2015, Oikocredit-USA had approximately $31.8 million in existing senior unsecured indebtedness, of which $23.8 million was outstanding Notes (including previously offered Online Notes) and the remainder in indebtedness ranking pari passu with the Notes.

Any additional Notes we may issue will rank pari passu with the currently outstanding Notes and other senior unsecured debt.

Additionally, repayment by Oikocredit EDCS to Oikocredit-USA of the principal and interest due and payable on the loan of the proceeds of the Notes to Oikocredit EDCS (under the Loan Agreement) will occur prior to any liquidation rights of Oikocredit EDCS shareholders.

Issue Price and Investment Amount

The issue price for the Notes will be 100% of the investment amount. The investment amount for any Note will be selected by the investor at the time of purchase, subject to the minimum investment amount and the right of Oikocredit-USA to limit the aggregate investment amount of any investor in the Notes, in its sole discretion.

The minimum investment amount for the Notes is currently $250. Should the balance of a Note fall below the minimum investment amount for any reason, including by way of a partial permitted redemption, a transfer or a

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partial reinvestment, the Note, at Oikocredit-USA’s discretion, may be closed and the remaining principal value returned to the investor as an early redemption (see “—Prepayment and Early Redemption” below).

Interest

The Notes pay investors a fixed rate of interest which may be a below-market rate, determined at the time of purchase and applicable for the term of the Note. Interest rates offered for the Notes under this prospectus may vary from time to time, but currently range from 0% to 2%. The interest rate is selected by the investor on the applicable Note Application Form at the time of purchase. The interest rate applicable to a Note does not change throughout the term of the Note.

Interest begins to accrue from, and including, the date on which an investor pays the purchase price in full to Oikocredit-USA, but excluding the date on which the Note is repaid or redeemed. Interest accrues on a 365-day year basis and will be payable annually in arrears on the Note’s Interest Payment Date (as defined below) or, where such date is not a business day, on the next succeeding business day, with respect to the 365-day interest accrual period. The interest payment date corresponds to the first day of the month in which the investment was made (the “Interest Payment Date”). As such, the first period may be of a different length than the other accrual periods and the amount of interest paid with respect to such periods will be adjusted so as to account for the length of such periods. Oikocredit-USA’s practice, but not our obligation, is to mail a statement to the investor approximately 45 days before each Interest Payment Date, through which the investor may elect, at the investor’s discretion, whether the accrued interest should be donated, reinvested or paid out. If an investor elects to have the interest paid out, the investor will typically receive payment of such accrued unpaid interest within approximately seven business days of the Interest Payment Date. If an investor selects reinvestment or takes no action in response to the interest statement, the investor’s accrued unpaid interest will by default be reinvested and added to the existing Note, thus increasing that investor’s total investment amount by the amount of such reinvested interest payment.

Term and Maturity Date

The Notes typically have various terms ranging from one to five years. A Note will mature, unless earlier prepaid or redeemed, at the end of the applicable term. At maturity, Notes may be redeemed or the principal amount of the Note and/or the accrued and unpaid interest may be reinvested (and in some cases, will be reinvested by default). The term for a Note is selected by the investor on the applicable Note Application Form among the currently available options, as listed on the Note Application Form. In the year that the Note matures, the maturity date will be the same date as the final Interest Payment Date and will thus fall on the first day of the month of investment.

Increasing Your Investment

Subject to Oikocredit-USA’s sole discretion to limit the investment amount of any individual or institutional investor, investors may increase the amount of their investment in a Note at any time. Such increases will be made on terms identical to those of the existing investment.

Redeeming or Reinvesting Your Investment at Maturity

Oikocredit-USA’s practice, but not our obligation, is to mail a notice to investors approximately 45 days before the maturity of their Note. The notice summarizes the terms of the investment and provides instructions for redemption and reinvestment of principal and accrued unpaid interest. Investors may respond to us in writing either by mail or email. If the investor chooses to redeem the Note, the principal amount of the Note and accrued unpaid interest will typically be paid to the investor within approximately 30 days of maturity. If an investor elects to reinvest the principal and interest in a new Note, the investor may select the duration and the interest rate of the Note consistent with the then-current offering. If the investor takes no action in response to the notice on or before the maturity date, the principal and accrued unpaid interest that would otherwise be payable to the investor upon redemption at maturity will be reinvested by default in a new Note with the same duration as the previous Note at either the existing interest rate or an interest rate consistent with the then-current offering (as described in the notice). If the original interest rate is not offered at the time of reinvestment and the investor provides no instructions, the new Note may bear a lower interest rate as noted in the maturity notice. At the time of reinvestment in the new Note, the previous Note will be cancelled.

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Notwithstanding the reinvestment by default of the Notes, if investors take no action in response to notices regarding the approaching maturity of their Notes, Oikocredit-USA may from time to time require communications from investors concerning their Notes.

New Notes issued upon reinvestment, whether specifically directed by the investor or reinvested by default, will be governed by the terms of the then-current prospectus. The notice sent to investors by Oikocredit-USA prior to maturity of a Note will either be accompanied by a copy of the then-current prospectus or direct the investor to an online copy of the then-current prospectus and provide instructions for requesting a hard copy from Oikocredit-USA.

Notes sold in Oregon will not be subject to reinvestment by default and will be redeemed by default if we receive no response from the investor.

Prepayment and Early Redemption

Oikocredit-USA reserves the right to prepay any outstanding Note (including, but not limited to, in the event that the balance of a Note falls below $250 for any reason), in whole or in part, at any time before maturity at a price equal to the portion of the principal amount of the Note being prepaid, plus accrued and unpaid interest on such portion of the principal amount being prepaid up to, but excluding, the prepayment date.

Investors may not require Oikocredit-USA to redeem their Notes (in whole or in part) before maturity. However, investors may request that Oikocredit-USA redeem any Note (in whole or in part) before its scheduled maturity date. All such requests will be reviewed by Oikocredit-USA on a case-by-case basis and will be subject to refusal in Oikocredit-USA’s sole discretion, for any reason. Investors may submit their requests for redemption to Oikocredit-USA. We have no obligation to honor such requests; however, if such requests are honored, the redemption price will generally be equal to the portion of the principal amount of the Note actually redeemed plus the amount of any accrued unpaid interest on such portion of the principal amount redeemed up to, but excluding, the redemption date. However, if Oikocredit-USA agrees to accept an early redemption request from an investor, Oikocredit-USA may reduce the redemption price by an early redemption penalty. The amount of any such penalty will be determined at Oikocredit-USA’s discretion but is not expected to exceed the amount of (i) the accrued interest in the event that a Note is redeemed prior to its first anniversary date or (ii) in all other cases, 50% of the interest accrued from the Note’s most recent anniversary date to the redemption date. Investors will forfeit all forthcoming interest payments on the amount that is redeemed. Oikocredit-USA shall inform the requesting investor of any such early redemption penalty and the investor may withdraw its redemption request if it does not wish to incur the penalty. Partial withdrawal requests should be for amounts of at least $250 and will generally not be honored with respect to a particular investor more than twice each year throughout the term of the Note.

Transfer Restrictions

There will be no secondary market for the Notes, the Notes are not fungible with previously issued Notes and the Notes may only be transferred upon request by the investor, with the prior written approval of Oikocredit-USA and in accordance with applicable federal and state securities laws. Consequently, the Notes should be viewed as investments to be held to maturity. Transfers of Notes without the express written approval of Oikocredit-USA (which approval may be granted or denied in its sole discretion) are prohibited. Permitted transfers of Notes are recorded as such in our accounting records, which serve as the register of noteholders.

The Notes are being offered in reliance upon an exemption from the registration requirements under the Securities Act and, in some cases, upon exemptions from the securities registration requirements under applicable state securities laws. Oikocredit-USA has no obligation and does not intend to register the Notes for resale. As a result, the holder of a Note wishing to transfer must ensure that such transfer is registered, or exempt from registration, under federal securities laws and applicable state securities laws.

Events of Default

An event of default will occur with respect to a Note if we fail to pay any outstanding amount of principal or interest when such amount becomes due and payable with respect to such Note, such failure continues for at least 30

29

consecutive days and we receive written notice from the investor requesting that its Note become immediately due and payable. Such written notice must be sent to Oikocredit-USA by the holder of the Note.

Upon the occurrence and continuation of an event of default with respect to a Note, the outstanding principal amount and any accrued and unpaid interest under such Note shall become immediately due and payable. Notwithstanding the occurrence of an event of default with respect to a Note, the investor may waive the default rather than accelerating its Note by sending a written notice as described in the preceding paragraph. Any noteholder who chooses to do so will forego the immediate payment on its entire Note but will remain entitled to receive any principal or interest payment at the time that such amount would have become due and payable had the event of default not occurred. An event of default with respect to a Note will not, in and of itself, constitute an event of default with respect to any other outstanding Note.

An investor may pursue any available remedy to enforce the provision of its Note. As the Notes are not issued pursuant to any trust indenture, investors will have no recourse to a trustee in any legal or administrative proceedings to enforce Oikocredit-USA’s obligations under the Notes.

Cancellation of Notes

A Note will be cancelled upon its maturity and/or in connection with any redemption or prepayment (in whole) of the Note. Cancellation of any Note will be effected by a reduction in the aggregate principal amount of Notes outstanding in Oikocredit-USA’s accounting records, which serve as the register of noteholders, unless the principal is reinvested in a new Note. Accordingly, the principal amount of any cancelled Note will be added to the amount of Notes available for issuance in the offering described in this prospectus. Transfer on Death

Transfer on death and payable on death accounts are not offered for the Notes.

No Trust Indenture

No trust indenture has been or will be established by us to provide for the repayment of the Notes and no trustee has been or will be appointed. As a result, the Notes may bear more risk than notes or other debt securities for which a trustee has been appointed.

Certain Tax Matters

Persons considering a purchase of the Notes should consult their tax advisors with regard to the application of tax laws to their particular situation, including the determination of how interest on Notes should be reported, the effect, if any, of receiving a below-market rate of return on the Notes, the treatment of any gain or loss that may be realized on the sale, exchange or retirement of the Notes and backup withholding requirements.

Prospective investors should note that the amount paid for the purchase of the Notes is not a tax-deductible charitable contribution.

Generally, investors will be provided with a Form 1099 following the end of each year indicating the interest earned on their investment in such year. Noteholders who elect to donate or reinvest their interest payments on the Notes will still receive a Form 1099 and will be required to report those amounts as interest income on their tax returns. Noteholders should consult their tax advisers regarding the deductibility of any interest payment on the Notes donated to Oikocredit-USA.

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INVESTOR GUIDE

Who Can Invest?

The Notes are offered to individual and institutional investors with special attention directed to church-related organizations. The Notes will be offered only to U.S. residents, and only in states or other jurisdictions in which the Notes are registered or exempt from applicable registration requirements. You should contact Oikocredit-USA or refer to our website at www.oikocreditusa.org to verify whether residents in your jurisdiction are eligible to purchase the Notes. Additionally, some jurisdictions in which we sell may impose qualification standards with respect to potential investors in the Notes.

How to Make an Investment

The Notes are promissory notes that may be purchased directly from Oikocredit-USA by completing the applicable paper-based Note Application Form accompanying this prospectus, or by contacting Oikocredit-USA at (202) 728-4140 or usa@oikocredit.org. The completed Note Application Form may be sent to Oikocredit-USA, at P.O. Box 66383, Washington, D.C. 20035. Confirmation of your investment will be sent to you after receipt of completed materials and payment, and upon acceptance of your investment. All purchases must be made in U.S. Dollars and checks must be drawn on U.S. banks. Oikocredit-USA reserves the right to reject any Note Application Form or to limit the aggregate investment amount of any investor in the Notes. If your check does not clear, your purchase will be cancelled and you will be charged a $10 fee plus costs incurred by Oikocredit-USA.

Oikocredit-USA reserves the right to suspend the sale of Notes for a period of time, at any time.

Interest

Interest rates on the Notes offered under this prospectus may vary from time to time, but currently range from 0% to 2%. Interest rates are fixed at the outset of the investment. See “Description of Notes—Interest.” Contact Oikocredit-USA at (202) 728-4140 or usa@oikocredit.org for the current rates of interest for the Notes.

Taxpayer Identification

If you do not provide your Social Security Number or Taxpayer Identification Number (the “TIN”) and a signed Note Application Form and Internal Revenue Service Form W-9, federal law generally requires Oikocredit-USA to withhold 28% of your accrued interest and, in addition, you may be subject to penalties. You may also be prohibited from purchasing another Note. If the TIN information is not received within 60 days after your account is established, your account may be closed with a penalty against interest. Oikocredit-USA reserves the right to reject any new account or any Note Application Form for failure to supply a certified TIN.

Investor Reports

Investors may receive periodic statements or reports from Oikocredit-USA, including our most recently audited financial statements. Such statements are available upon request to investors in Notes and may be delivered electronically or by mail.

Investor Communications

All communications to investors will be delivered by mail or, in certain cases, by email. Although investors receive a statement by email or by mail confirming their initial investment, in most cases investors do not receive documents representing the Notes that they have purchased, either in paper or electronic form. Oikocredit-USA is not liable for acting in good faith on telephone instructions relating to your account, as long as we follow reasonable procedures to determine that the telephone instructions are genuine. Such procedures may include recording the telephone call and requiring some form of personal identification. You can verify the accuracy of a telephone transaction immediately upon receipt of your written confirmation statement. Any change of address relating to the Notes must be made in writing. Individuals may verify a change of address by contacting Oikocredit-USA at (202) 728-4140 or usa@oikocredit.org.

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LEGAL PROCEEDINGS

There are no pending legal proceedings involving Oikocredit-USA, Oikocredit EDCS or any of their directors, officers or employees acting in their capacity representing Oikocredit-USA or Oikocredit EDCS.

APPENDIX I OIKOCREDIT-USA

UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE FIVE MONTHS ENDED MAY 31, 2015 AND 2014

Ecumenical Development Corporation, USA (DBA OIKOCREDIT, USA)

FINANCIAL STATEMENTS

(With Independent Accountants’ Compilation Report)

For the five months ended May 31, 2015 and 2014

1015 18th Street, NW, Suite 1101

WASHINGTON, D.C. 20036

202-223-5001 VOICE

202-403-3888 FAX

EMAIL@MCMASTERCPA.COM

Ecumenical Development Corporation, USA DBA Oikocredit, USA Washington, DC

Accountants’ Compilation Report

We have compiled the accompanying statements of financial position of Ecumenical Development Corporation, USA, dba Oikocredit USA as of May 31, 2015 and 2014, and the related statements of activities for five months then ended, and the accompanying supplemental schedules of support, revenue and expenses, which are presented only for supplementary analysis purposes. We have not audited or reviewed the accompanying financial statements and, accordingly, do no express an opinion or provide any assurance about whether the financial statements are in accordance with accounting principles generally accepted in the United States of America.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements.

Management has elected to omit substantially all of the disclosures ordinarily included in financial statements presented in accordance with accounting principles generally accepted in the United States of America. If the omitted disclosures were included in the financial statements, they might influence the user’s conclusions about the Organization’s assets, liabilities, net assets, revenues, and expenses. Accordingly, these financial statements are not designed for those who are not informed about such matters.

June 5, 2015 Washington, DC

Ecumenical Development Corporation, USA (DBA Oikocredit USA)

Statements of Financial Position As of May31, 2015 and 2014

2015 2014

Notes Receivable 31,815,917$ 24,175,310$

Cash and cash equivalents 474,578 137,274

Shares issued by Oikocredit, EDCS-UA 1,150,077 1,127,741

Global Community Note 2,486 2,341

Pledges receivable - 2,102

Security deposit 3,206 3,206

TOTAL ASSETS 33,446,264$ 25,447,974$

Note payable, Calvert Foundation 6,500,000$ 5,000,000$

Notes payable, other 25,315,917 19,175,310

31,815,917 24,175,310

Accounts payable - -

Other liabilities - 587

Oikocredit, EDCS-UA funds held by EDC-USA 494,475 207,956

Total liabilities 32,310,392 24,383,853

Net Assets

Unrestricted 285,872 214,121

Temporarily restricted 400,000 400,000

Permanently restricted 450,000 450,000

Total Net Assets 1,135,872 1,064,121

TOTAL LIABILITIES & NET ASSETS 33,446,264$ 25,447,974$

ASSETS

LIABILITIES & NET ASSETS

See Accountants' Compilation Report.

Ecumenical Development Corporation, USA (DBA Oikocredit USA)

Statements of Activities For the five months ended May 31, 2015 and 2014

Temporarily Permanently Temporarily Permanently

Unrestricted Restricted Restricted Total Unrestricted Restricted Restricted Total

Interest from Oikocredit, EDCS-UA 104,330$ -$ -$ 104,330$ 118,974$ -$ -$ 118,974$

Contributions from Oikocredit, EDCS-UA 300,000 - - 300,000 177,257 - - 177,257

Administrative fees 16,399 - - 16,399 19,608 - - 19,608

Other contributions 26,623 - - 26,623 14,750 - - 14,750

Investment income (1,922) - - (1,922) 38 - - 38

Total revenue and support 445,430 - - 445,430 330,627 - - 330,627

General and administrative 12,443 - - 12,443 8,080 - - 8,080

Special projects and interest payments 344,719 - - 344,719 306,030 - - 306,030

Total expenses 357,162 - - 357,162 314,110 - - 314,110

Change in net assets 88,268 - - 88,268 16,517 - - 16,517

Net assets, beginning of period 197,604 400,000 450,000 1,047,604 197,604 400,000 450,000 1,047,604

Net assets, end of period 285,872$ 400,000$ 450,000$ 1,135,872$ 214,121$ 400,000$ 450,000$ 1,064,121$

Revenue and Support

Expenses

2015 2014

See Accountants' Compilation Report.

Ecumenical Development Corporation, USA (DBA Oikocredit USA)

Supplemental Schedules of Support, Revenue and Expenses For the five months ended May 31, 2015 and 2014

General and Education and General and Education and

Administrative Outreach Investments Total Administrative Outreach Investments Total

Interest from Oikocredit, EDCS-UA -$ -$ 104,330$ 104,330 -$ -$ 118,974$ 118,974

Contributions from Oikocredit, EDCS-UA 102,633 81,841 115,526 300,000 24,559 64,943 87,755 177,257

Administrative fees - - 16,399 16,399 - - 19,608 19,608

Other contributions - 26,623 - 26,623 - 14,750 - 14,750

Investment income (1,922) - - (1,922) 38 - - 38

Total revenue and support 100,711 108,464 236,255 445,430 24,597 79,693 226,337 330,627

Salaries and fringe benefits 19,269 51,622 65,965 136,856 17,219 46,129 58,945 122,293

Conference and meetings 5,420 6,931 - 12,351 3,996 1,052 - 5,048

Insurance 3,447 - - 3,447 4,704 - - 4,704

Dues and subscriptions 3,024 - - 3,024 - - - -

Interest expense 327 - 104,330 104,657 73 - 118,974 119,047

Licenses and fees - - 1,021 1,021 - - 2,393 2,393

Occupancy 22,940 - - 22,940 18,071 - - 18,071

Postage 2,479 - - 2,479 1,081 - - 1,081

Printing and duplicating 3,699 - - 3,699 10 - - 10

Professional fees 4,644 - 22,344 26,988 766 - 18,363 19,129

Repairs and maintenance 5,161 - - 5,161 4,330 - - 4,330

Marketing - 16,577 - 16,577 - 10,864 - 10,864

Supplies 1,566 - - 1,566 494 - - 494

Telephone 1,426 - - 1,426 1,531 - - 1,531

Travel 14,970 - - 14,970 5,115 - - 5,115

Administrative cost allocation (75,929) 33,334 42,595 - (49,310) 21,648 27,662 -

Total expenses 12,443 108,464 236,255 357,162 8,080 79,693 226,337 314,110

Change in net assets 88,268$ -$ -$ 88,268$ 16,517$ -$ -$ 16,517$

Revenue and Support

Expenses

2015 2014

See Accountants' Compilation Report.

APPENDIX II OIKOCREDIT-USA

AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

 

FINANCIAL REPORT

 

ECUMENICAL DEVELOPMENT CORPORATION, USA(DBA Oikocredit-USA)

YEARS ENDED DECEMBER 31, 2014 AND 2013

 

APPENDIX III OIKOCREDIT-USA

AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

FINANCIAL REPORT

ECUMENICAL DEVELOPMENT CORPORATION, USA

(DBA Oikocredit-USA)

YEARS ENDED DECEMBER 31, 2013 AND 2012