Education Development Center Inc.

“Marvin Suomi and William MacArthur are both directors of two companies that are subsidiaries of Kajima USA, Inc. These companies are not related to EDC nor has EDC conducted any business with those companies.”

“EDC was organized as a membership corporation pursuant to the laws of the state of Delaware. Pursuant to Delaware law, four corporate powers are reserved to Members. Those powers are detailed in Article II B of EDC's Amended bylaws which states: B. Members of the Corporation and Their Authority: The Trustees shall constitute the Membership of the Corporation and no person may be a Member of the Corporation who is not also a Trustee. The Members of the Corporation are responsible for the following four actions: 1) Election and removal of Trustees; 2) Approval of amendments of the Certificate of Incorporation; 3) Approval of mergers with another organization; 4) Approval of the sale or disposition of EDC.”

“Refer to answer for Part VI, Section A, line 6.”

“The Form 990 is prepared by management and reviewed by tax professionals at Grant Thornton, the CFO, and the Audit Committee of the Trustees. The complete Form 990 and all schedules are provided to every board member prior to filing the form with the IRS.”

“EDC has a conflict of interest policy that governs trustees and officers and a separate policy that governs all other EDC employees. The officers' and directors' policy requires an annual training, disclosure, and certification with mandatory updates and also upon hire. Potential conflicts are managed by a Conflicts Committee comprised of EDC's General Counsel, V.P. of Human Resources, and Director of Corporate Compliance who have no connection to the potential conflict.”

“The Executive Committee of the Board (serving as the Compensation Committee) sets and approves the C.E.O. compensation as well as compensation proposed by the C.E.O. for the senior vice presidents and the Chief Financial Officer. The Executive Committee contracts periodically with an independent compensation consultant to review the comparable organizations and provide them advice as to the appropriate pay levels for the other senior executives. Each year the C.E.O. works with the V.P. of Human Resources to recommend appropriate pay levels for other senior executives based on objective market data and performance information. For other employee levels, the Executive Committee will provide and monitor adherence to the approved compensation philosophy and systems through management reports and surveys. Market data is gathered on an ongoing basis from reliable and valid sources. Decisions and deliberations are contemporaneously documented.”

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