Spectrum Pacific Learning Inc.

“Trustee john bucher and trustee felipe becerra have a business relationship.”

“The draft form 990 was distributed to senior management and the audit committee. The final version of form 990 was distributed for review before filing to the trustees by email.”

“The board of trustees has periodically reviewed and approved (by a majority of disinterested trustees) the business transactions with trustees or their affiliated professional service firms. Such reviews include consideration of data on comparable service providers collected by university counsel. The interested trustees were excused from board sessions during which those business transactions were discussed and did not participate in voting on such transactions. The most recent such review occurred during fiscal year 2013-14. The conflict of interest policy was reviewed and updated by the board in 2010. Questionnaires have been distributed. Compliance with the conflict of interest policy is monitored by university counsel and was reviewed by the board at the february, 2014 meeting.”

“Compensation of the president of the school is reviewed by the board at the time of hiring and as necessary thereafter. Compensation of other officers and key employees is determined or reviewed by the president, in coordination with the chancellor. In both cases, compensation is determined with regard to compensation paid to senior executives of comparable non-profit and proprietary institutions in education and other fields. The proces is documented and was last completed june 20, 2014.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request via email.”

“Dr. Lee compensation as chancellor of the national university system ("nus") pursuant to the affiliation agreement, dr. Lee guided the strategic direction of the nu affiliates. He spearheaded the creation and growth of the nus since its inception in 2001 through his retirement in september 2013. During the fiscal year 2008-2009, he led the negotiations that culminated in john f. Kennedy university becoming an affiliate of the nus. Thanks to that affiliation, the nus now includes an institution that is accredited to award doctoral degrees. During the fiscal year 2012-2013, he led the negotiations that culminated in city university of seattle becomming an affiliate of nus. Thanks to that affiliation, nus added 30 additional campuses and over 7,000 students. See statement on schedule r, for a description of the nus. The chancellors compensation is paid by system management group ("smg") and is allocated among other nus affiliates. See form 990 filed by smg. None of dr. Lees compensation is allocated to any other organization outside the nus.”

“Compensation: related party all compensation for certain officers, directors, trustees, key employees, and highest compensated employees is allocated by smg to nus affiliates pursuant to the affiliation agreement. For a complete listing of related party allocation of compensation and benefits please refer to smg form 990, schedule o disclosure.”

“Net contribution to national university - see schedule n -91,299.”