Year Up Inc.

“The full 990 is reviewed in detail by the audit committee at a full audit committee meeting with our 990 preparer Grant Thornton in attendance. After satisfaction of all audit committee review points, the full 990 is approved by the audit committee. At that time, the 990 in full is electronically mailed to the board of directors. Each director has the opportunity to review the 990 and to ask any questions in advance of filing. The chair of the audit committee then reports to the board any concerns arising from the 990 or states that there were no issues arising from the 990 and asks that the full board vote to approve the 990.”

“Each year all members of the board and all key management employees must sign the conflict of interest policy to indicate that they complied with this policy. All senior members of Year Up's management are aware of the policy and take this into consideration as part of the due diligence for all business transactions. After disclosure of a Financial Interest and all material facts, and after discussion with the Interested Person, he or she shall leave the governing board or committee meeting while the remaining board or committee members discuss and determine by vote whether a conflict of interest exists. IF A potential CONFLICT OF INTEREST EXISTS, A VOTE ON WHETHER OR NOT TO ENTER INTO THE TRANSACTION WILL BE TAKEN BY THE DISINTERESTED DIRECTORS OR MEMBERS.”

“Each Year Up staff member, including the CEO, receives a 360 degree review, which includes a review from local or national Board for Senior Executives, prior to receiving a salary adjustment. This review occurs annually. Inputs to salary increase are informed by a number of factors, including but not limited to, competency proficiency, performance, experience, geography, organizational growth, and overall economy. The governing board reviews performance evaluations, salaries and recommendations for increases for all Year Up Executives annually to ensure our compensation system is fair and equitable, and in line with market analysis. Year Up salaries and salary bands are reviewed against market data on an on-going basis. The most recent review was Q-3 2013 with primary market data of 20 peer organizations and secondary data from 8 sources representing thousands of organizations. Relevant data reviewed included academic sources, 2 year and 4 year public and private colleges; corporate training programs; business/computer training programs; technical and trade schools; and high schools. This review is conducted to ensure Year Up's compensation is competitive and in line with our market niche. The Human Capital Committee of the Board conducts the CEO review. Included in the committee file is a written performance review given to the CEO, a competitive benchmark study on executive level compensation, as well as documentation in the meeting minutes regarding a review of all executive compensation decisions.”

“The Organization's Form 990 is available on our website.”

“Audited financial statements, governing documents and conflict of interest policy documents are available upon request.”

“Noncash donations of services and facilities 1,075,621 use of donations of services and facilities (2,281,732) -------------- (1,206,110)”