Northeastern University

“Members of the Corporation have the responsibility of electing members of the Corporation and the Board of Trustees. THE CHAIRMAN OF THE BOARD OF TRUSTEES HAS THE AUTHORITY TO APPOINT ONE EMERITUS/MEMBER ON AN ANNUAL BASIS TO SERVE AS A VOTING TRUSTEE.”

“The University's Form 990 review process is a collaborative effort. The core Form 990 and related schedules were reviewed by four committees of the Board of Trustees, senior management, an independent compensation consultant and a paid tax preparer. All feedback from the above parties was incorporated in the form. The Form 990 as filed is provided to the full board prior to filing with the IRS.”

“The conflict of interest policy for trustees, officers, and other institutional decision-makers applies to all voting members of the board of trustees; certain members of the corporation; all officers; and all other institutional decision-makers of northeastern university. The policy requires that all trustees, officers and other governing board members who serve on standing committees are required to adhere to a policy which requires disclosure in advance of any conflict; non-participation in decisions regarding the potential conflict; and an annual reporting of any conflicts for personal or third party involvement. The secretary to the board reviews the disclosures to determine whether any disclosures are sufficiently material that they should be brought to the attention of a sub-committee of the trusteeship committee. The sub-committee of the trusteeship committee shall determine whether any disclosed matter is of such significance that it merits reporting to the board of trustees or the executive committee. It shall be sole prerogative of the board of trustees or executive committee to approve or take other action related to a conflicts disclosure, including determining whether or not a transaction related to a disclosure should be permitted (if the transaction has not been finalized) or continued (if the transaction has already begun). Persons covered by this policy are required to refrain from making any decision about, and from participating in any consideration of, any transaction or other matter within the letter or spirit of this policy, except that he or she may respond to requests for information by the president or any disinterested trustee concerning the matter. The conflict of interest and commitment policy in the faculty handbook applies to all members of northeastern's faculty and research staff including faculty members serving as university officers (collectively referred to as 'the faculty.') annually, faculty are required to submit a conflict of interest and commitment disclosure statement that requires disclosure of any relationships that would present the appearance of a conflict. These disclosure forms are reviewed by the director of compliance to determine whether any disclosures are sufficiently material that they should be brought to the attention of the appropriate college dean for review. The policy provides college deans with the primary responsibility for ensuring implementation of this policy and authority to review and approve exceptions to the policy. All employees are required to submit a conflict of interest and commitment disclosure statement that requires disclosure of any significant financial interest relationship as defined and disclosure of any gift over $100 from a single third party seeking benefit from the university. These disclosure forms are reviewed by the director of compliance to determine whether any disclosures are sufficiently material that they should be brought to the attention of the appropriate unit dean, vice-president or director for review. The unit dean, vice-president or director are responsible for reviewing the identified conflict and for resolving those conflicts appropriately. Conflict of interest disclosures are accessible by the audit committee.”

“Northeastern university follows a carefully defined process for reviewing senior executive compensation levels. The positions included in this process during 2013 are the president, senior vice president for academic affairs and provost, senior vice president for university advancement, senior vice president for enrollment management and student life, senior vice president and chief operating officer, vice president and chief financial officer, senior vice president for external affairs, the director of finance & treasurer, and senior vice president & general counsel. Other positions including, but not limited to, deans may be included each year. This process embraces the best practices utilized in the higher education industry. In 2013, a competitive pay assessment was conducted by a third party independent compensation consulting firm, using multiple market references, including surveys representing similar universities and other relevant labor markets (as applicable for certain positions). The assessment is based on peer references that reflect other universities of similar size and prominence with which northeastern competes for executive talent. The independent consultant also provided additional proprietary compensation market data and an assessment of the reasonableness of the data. The compensation committee consists of the chairman of the board of trustees, also serving as the chair, along with five other independent trustee members. This committee has continued to engage towers watson as its independent compensation consultant, with the expectation that its processes and procedures would continue to evolve to reflect emerging best practices. The competitive pay assessment and independent consultant review were provided to the president for his use in making salary and bonus recommendations to the compensation committee of the board of trustees for the positions included in the process, excluding his own. The president's recommendations to the compensation committee take into consideration the market information, as well as the results of a formal annual performance assessment process based on pre-determined goals and objectives. The compensation committee reviewed the competitive information and the results of the performance assessment process presented by the president, discussed potential changes, and voted to approve the final recommendations, which were then presented to the full board of trustees. The board also voted to approve the recommendations. These discussions and resulting approvals are documented in the minutes of each meeting. In determining the president's compensation, the independent consultant provided the results of the market pay assessment for the president directly to the committee. The committee also conducted a formal performance assessment of the president, utilizing pre-determined goals and objectives. The committee then discussed potential changes to the president's compensation based on the market data and the results of the performance assessment, and presented its recommendations to the full board of trustees for their approval. The board voted to approve the recommendations. These discussions and resulting approvals are documented in the minutes of each meeting.”

“Original hard copy Financial Statements and Governing documents are available upon request. The Conflict of interest policy and the annual financial statements are available via the internet at www.NEU.EDU. FORM 990, PART VII, COLUMN (A) ALLEN SOYSTER, DISTINGUISHED PROFESSOR, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS INTERIM DEAN. STEVEN ZOLOTH, DEAN OF ACADEMIC AFFAIRS FOR EXTERNAL PROGRAMS AND VICE PROVOST FOR HEALTH RESEARCH, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS DEAN - BOUVE' COLLEGE. DAVID LUZZI, PROFESSOR AND EXECUTIVE DIRECTOR, STRATEGIC SECURITY INITIATIVE MECHANICAL AND INDUSTRIAL ENGINEERING, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS DEAN - ENGINEERING. HARRY LANE, DISTINGUISHED PROFESSOR, IS LISTED AS "FORMER" DUE TO PREVIOUSLY SERVING AS ACTING DEAN. AS OF 7/1/2009, THE BY-LAWS OF NORTHEASTERN UNIVERSITY WERE AMENDED SUCH THAT THE VICE PRESIDENTS ARE NO LONGER CONSIDERED OFFICERS OF THE UNIVERSITY. THEREFORE, THEY ARE DISCLOSED, AS APPLICABLE, AS FORMER OFFICERS.”

“40 hours constitutes a full-time equivalent employee at Northeastern University.”

“Form 990, Parts I and III, line 1 To educate students for a life of fulfillment and accomplishment. To create and translate knowledge to meet global and societal needs. This mission inspires members of the University community in whatever they do-as students and scholars, as teachers and researchers, as mentors, as administrators, and as leaders. Northeastern's commitment to this mission is focused in three areas of distinction where the university can have the greatest effect on the lives of students and the wider world: experiential learning, use-inspired research, and global impact. By concentrating its energy in these areas, Northeastern is best positioned to set priorities, make decisions, and focus resources that allow the institution to achieve its goals as a leader in higher education. Form 990, Part III, Line 4d Other program services consist of: Research, academic support, student services, and other student aid. Form 990, Part VI, Line 1a PURSUANT TO THE BYLAWS, THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES IS AUTHORIZED TO ACT WITH THE FULL AUTHORITY OF THE BOARD OF TRUSTEES IN THE MONTHS IN WHICH THE FULL BOARD DOES NOT MEET. All members of the Board of Trustees who are not appointed to serve on the Executive Committee shall be authorized to serve as alternates to the Executive Committee with full voting authority. The Secretary shall be authorized to select an alternate whenever a member notifies the Secretary of his or her inability to attend any regular or special meeting of the Executive Committee. A majority of the members of the Executive Committee, including any alternate(s), shall constitute a quorum for any meeting of the Executive Committee. Form 990, Part VI, Line 2 Edward G. Galante Alan S. McKim Business Relationship Form 990, Part VI, Line 4 The University's bylaws were amended to: - Change terms limiting the minimum and maximum size of the Board of Trustees. - Remove maximum age limits for members of the Board of Trustees.”

“SWAP ADJUSTMENT ($9,279,000) NU Housing Adjustment $910,353 ___________ ($8,368,647)”