Wetlands America Trust Inc.

“PART VI, LINE 11A A copy of the 990 is distributed to a committee made up of a number of key Board members (Personnel Policy Committee). ONCE APPROVED BY THE PERSONNEL POLICY COMMITTEE, THE 990 IS DISTRIBUTED TO THE FULL BOARD FOR APPROVAL. THE FULL BOARD WILL APPROVE BY A SIMPLE MAJORITY BEFORE THE 990 IS FILED.”

“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, Vice President, 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 other officers and key employees of the organization. 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.”

“Form 990, part vi, line 2 john l. Morris (father) and john paul morris (son) are both wat trustees.”