Wetlands America Trust Inc.

“PART VI, LINE 11B A copy of the Form 990 is distributed to the Personal Policy and Finance Committees, consisting of key Board members and volunteers, who review and approve the 990 for filing. The Form 990 is also distributed to the Ducks Unlimited, Inc. Board of Directors for review and approval prior to filing.”

“PART VI, LINES 6 & 7A Wetlands America Trust, Inc. (WAT) is authorized to have one member which is a 501(c)(3) and/or nonprofit corporation. Ducks Unlimited is the initial member of WAT. From time to time, the WAT Nominating and Governance Committee, which is appointed by the WAT trustees, shall nominate potential Trustees to the WAT Board for election. The WAT Board may approve nominations from this Committee by a majority of the Trustees. The President, a Vice President, a Secretary, and such other officers or assistants as the Trustees may determine from time to time shall be duly elected by the Trustees; approved by Ducks Unlimited, Inc. and shall serve terms of office that are consistent and coincidental to their own terms as Trustees. Upon dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated for charitable purposes and which has established its tax exempt status under section 501(c)(3) of the IRS code.”

“Part vi, line 12c employee compliance with the conflict of interest policy is regularly and consistently monitored via an annual conflict of interest survey. All employees are required to disclose potential conflicts to an independent party (the internal auditor). If a conflict is noted during this process, it is resolved through discussions with upper management, human resources, the employee, his or her direct supervisor, and the internal auditor. Board members and committee members are required to present annually possible conflicts of interest to the board of governance committee who then makes a ruling on whether the conflict of interest really exists. If there is a conflict, the committee then presents the facts and suggested resolution to the board of directors for a vote.”

“Part vi, line 19 in order to provide the public with important information concerning wetlands america trust, inc., the financial statements, governing documents, and conflict of interest policy are available on the ducks unlimited, inc. Web site (ducks.org)”

“Part vi, line 15c wetlands america trust, inc. Relies upon ducks unlimited, inc., a related organization, to establish the compensation of ducks unlimited, inc.'s ceo and all key employees. An independent consultant specializing in executive compensation plans surveyed similar not-for-profit organizations for their compensation plans for top executives. The survey included analysis on all upper management positions, including ceo, cao, chief of conservation, chief of fundrasing, chief of it, chief of communications and human resource manager. The personnel policy committee reviewed the results and the survey is documented in the minutes to the meeting. The personnel policy committee makes recommendations to the board of directors regarding salary and benefits.”

“Part vi, line 2 john l. Morris, trustee and john paul morris, trusteee are father and son.”