Debt Education and Certification Foundation

“MITCHELL ALLEN AND NAT HOLT have A BUSINESS RELATIONSHIP that is unrelated to the Foundation. The Foundation periodically trains its directors, officers, and key employees to enhance familiarity with their fiduciary roles and duties to act in the best interests of the Foundation.”

“The Form 990 is prepared by the outside accountant and reviewed by senior management, with the assistance of legal counsel. A final copy of the return was provided to the Board of Directors before submission to the IRS.”

“The organization has a conflict of interest policy. This policy serves to define the term conflict of interest of the board, officers, and key employees in identifying and disclosing such conflicts, and to minimize the impact of such conflicts on the organization and the fulfillment of its mission whenever possible. The policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Pursuant to the policy, the organization requires all board members and key employees (covered officials) to disclose any actual or potential transaction or relationship which presents, or may present, a conflict between a covered official's obligations to the organization and his or her personal, business, or other interests. This is accomplished through an annual disclosure process and review of the organization's conflict of interest policy. This is also accomplished by the relevant individual notifying the board whenever an actual or potential conflict arises. The policy specifies procedures for the board to follow when addressing a potential conflict of interest. Under the policy, if the board determines that an actual or potential conflict of interest does exist, the board shall also determine an appropriate remedy. Such remedy may include, for example, the recusal of that individual from participating in certain matters pending before the board. A covered official whose potential conflict is under review may not debate, vote, or otherwise participate is such determination except to disclose material facts and to respond to questions, and further abstains from participation in any organization matter affecting the interest under review pending a determination.”

“The foundation followed the rebuttable presumption of reasonableness under the intermediate sanction rules set forth in the treasury regulation 53.4958-6 to establish and approve total remuneration to mr. Allen, president and ceo. The foundation used a similar compensation review process for other officers and key employees. Prior to establishing the compensation to be provided to the foundation executives, officers and key employees, the foundation's compensation committee met in consideration of the compensation, following the foundation compensation policy. The compensation committee considered an executive compensation report and recommendation letter to the board of directors from a previous year. The foundation possesses no information indicating that the results of the compensation report and recommendation letter are no longer valid. The board of directors, exclusive of mr. Allen, voted and approved the recommendations of the compensation committee.”

“No documents available to the public.”