World Learning Inc.

“The complete IRS FORM 990 filing is prepared by management of World Learning and reviewed in detail (and signed) by contracted tax advisors. Prior to electronically filing with the IRS, a complete copy of the return is made available to all members of World Learning's Board of Trustees.”

“World Learning's Corporate Secretary circulates the "FORM 990 DISCLOSURES QUESTIONNAIRE and ANNUAL CONFLICT OF INTEREST & RELATED PARTY QUESTIONNAIRE" (POLICY) forms to each Trustee annually, and also to Executive Committee members and key employees. The General Counsel reviews responses as needed with an eye towards any disclosures that could present an issue under the "POLICY." If an issue arises, General Counsel refers the matter to the Board Chairperson, who follows up on the matter in accordance with the "POLICY." Any person with a declared conflict will recuse themselves from all deliberations and decisions related to the conflicted transaction.”

“Pursuant to the "POLICY ABOUT FIDUCIARY RESPONSIBILITY, CONFLICT OF INTEREST, INTERMEDIATE SANCTIONS AND DISCLOSURES," World Learning's Audit Committee, an independent committee that does not have any conflicts of interest with respect to compensation paid to the organization's executives, meets in executive session to review and approve the reasonableness of compensation for the President and CEO, along with all Officers and Senior Managers (VP level) of World Learning. Committee members who may have conflicts of interest or are otherwise not independent from WL due to a business relationship recuse themselves from this Committee vote. Surveys to which WL subscribes in order to assess the reasonableness of all executive compensation are provided, and include third-party benchmarking information in the form of compensation market conditions. This compensation review/approval process, an action item of the Audit Committee, is performed and documented annually.”

“Governance documents, such as organizational 'by-laws and conflict-of-interest policy, are made available upon request to the Corporate Secretary of World Learning. Fiscal documentation, in the form of the organization's annual audited financial statements and 990 corporate tax filing, can be accessed on the organization's web site and are also made available upon request to the Finance Department of World Learning.”

“Unrealized loss from translation of foreign currency balances and other foreign currency transactions: -$71; Split Interest Agreements adjustment loss: -$45,913.”