Provident Resources Group Inc.

“Board-delegated power committees of directors; executive committee: pursuant to section 14-3-825 of the act, the board of directors, by resolution passed by a majority of the directors then in office, may designate one or more other committees to have to the extent provided in such resolution. The board of directors may designate and exercise the board of director's authority under section 14-3-801 of the act ("board-delegated powers") such committees as it determines necessary or appropriate for the conduct of the corporation's affairs, each such committee to consist of such directors of the corporation and such other persons (who formerly were members of the board of directors) as are appointed by the board who shall serve at the pleasure of the board of directors. Except to the extent that such grant of powers is limited by section 14-3-825 of the act, to the extent provided in the resolution, any such committee with board-delegated powers will have and may exercise all the authority of the board of directors granted to it by resolution of the board of directors. Such committee or committees will have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall elect a chairman from among the members of such committee. Each committee shall also keep regular minutes of it's proceedings and report the same to the board of directors when required. The board of directors may, by resolution passed by a majority of the directors then in office, at any time change the members of; fill vacancies in; limit, expand or alter the authority of; and discharge any committee of said board of directors. The board of directors may, but shall not be required to, create an executive committee of the board of directors. If created, the executive committee shall be created pursuant to this section 7.1 and shall, in the interim between meetings of the board of directors, have and exercise such power and authority of the board of directors under section 14-3-801 in the management of the affairs of the corporation as are delegated by the board of directors as limited by the act.”

“Steve e hicks and donovan hicks - family relationship”

“Provident resources group, inc.'s affordable housing properties are managed by a related company, provident resources management, llc (prm). Prm contracts with an unaffiliated management agent to oversee the on-site staff and manage the operations of the properties. The management fees are 4 - 5% of the gross receipts of the properties. The management agreements are on a month to month basis until terminated by either party with 30 days' written notice. Provident resources group, inc.'s education properties are managed by unaffiliated management companies. Management companies are responsible for planning and executing budgets or financial operations.”

“The final draft of the form 990 was reviewed in detail by management. The final draft was then presented to audit committee (comprised of non management board members) for their review and information. Following the audit committee's review, each voting member of the governing body received a copy of the form 990 before it was filed with the irs.”

“All members of senior management, board of directors, and board committees sign annually conflict of interest statements. All statements are collected and reviewed by donovan hicks, general counsel. Under his direction, electronic and paper copies of all coi forms are maintained. If a matter concerning a potential conflict arises at a committee or board meeting, the conflict is evaluated without the potentially conflicted member and a determination is made by the committee or governing board about whether the person should be restricted from discussion and vote.”

“The human resources department does a market review of compensation for all officers. That analysis is compared to historical compensation and evaluated relative to the percentile for the industry and size. Combined with performance evaluations, the analysis is presented to the compensation committee comprised of members of the governing board for their review, deliberation, and decision about where to set compensation for the officers. This process was used for the compensation of the president, chairman & ceo, the executive vp & cfo, and the general counsel. Minutes are maintained to document the deliberations and actions of the committee. In 2012, the compensation committee met, and approved a salary increase for the ceo, effective july 1, 2013. Also, bonuses were approved for the cfo and general counsel. The committee reviewed a 2010 market based compensation study prepared by reznick study to ensure that salaries were still in line with market compensation.”

“See narrative above for part vi, line 15a”

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

“In 2013, provident resources group inc. Changed their paid time off (pto) policy. Prior to the change in pto policy, employees (including officers) could carry over unlimited pto from year to year. In 2013, the policy was changed to cap the amount of pto hours employees could carry over from year to year. This change in policy resulted in the payout of substantial paid time off for the officers and key employees who had accumulated significant pto. In 2013, the organization paid the following officers and key employees listed the following pto payout: steve hicks - $458,070 debra lockwood - $136,524 donovan hicks - $23,173 mary depeitro - $21,052 marla scannicchio - $3,077 allen curtis - $2,187 david grand - $2,596 randall mcclellan - $2,308”

“(continued from form 990, part iii, line 1) operation, management, and disposition of skilled nursing facilities, assisted living facilities, independent living facilities, rehabilitative care facilities, and other types of senior living facilities. -serve to promote and advance the physical health, emotional health, mental health and social well-being of the individuals, families, and communities served by the organization, which may be accomplished by the development, construction, acquisition, ownership, management, maintenance, operation, and disposition of general and acute care, hospital facilities, medical clinics, mental health facilities, rehabilitative care facilities, pediatric facilities, medical research and diagnostic facilities, medical training and educational facilities, and other types of inpatient related services, programs, and activities that may be pursued. -serve to relieve the poor and distressed, combat community deterioration, eliminate discrimination and prejudice, and lessen neighborhood tensions by providing safe, decent, and sanitary housing to persons of low and very low income. -serve to lessen the burden of government, which charitable purpose may be accomplished through various means, including, without limitation, the development, construction, acquisition, ownership, management, maintenance, operation and disposition of public facilities, public buildings, public works, and infrastructure of various types. -serve to promote and advance education through various means including the development, construction, acquisition, ownership, management, maintenance, operation, and disposition of facilities of various types including educational, research, and student-housing facilities and through the provision of development, enrichment, counseling, tutoring, and other activities, services, and programs.”

“Unrealized gain on swap agreement - 13180357; elimination adjustment - 1198275;”