Provident Commonwealth Education Resources II Inc

“Provident Commonwealth Education Resources II, Inc. does not pay any employees, therefore, this line was answered no in accordance with the instructions. Three officers of the organization are compensated solely by the related organization, Provident Resources Group, Inc. The following is the process used by Provident Resources Group, Inc. to determine compensation. The human resources department performs 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 of Provident Resources Group Inc. for their review, deliberation, and decision regarding compensation for the officers. This process was used for the compensation of the Chairman & CEO, President & CFO, and Executive VP and Chief Legal Officer of PRG. Minutes are maintained to document the deliberations and actions of the committee.”

“See narrative for Part VI, Line 15A”

“STEVE HICKS & DONOVAN HICKS - Family relationship”

“Provident Resource Group, Inc. (PRG) is the sole member of Provident Commonwealth Education Resources II, Inc (PCER II). PRG appoints the members of the PCER II governing body and approves certain decisions made by the PCER II Governing body. The following matters and transactions require the approval of PRG: 1. Modify or otherwise amend the Articles of incorporation or Bylaws of PCER II. 2. Issuance of notes, bonds or other evidences of indebtedness in excess of $100,000 3. Approve any loans from PCER II to any person or entity 4. Authorize or permit PCER II to become a surety, guarantor or accommodation party to any obligation and will not pledge PCER II's assets for any such obligation. 5. Sell, dispose of, or otherwise encumber all or substantially all of the assets of PCER II. 6. Enter into any management, consulting, administrative services or other contract for the management and operation of a Project owned or operated by the Corporation, without having the President or CEO of the Member, and the Member's corporate counsel and tax counsel review and approve the contract for compliance with applicable laws. 7. Voluntary dissolution or liquidation of PCER II or the consolidation merger of PCER II with or into any other entity. 8. Voluntary institution of proceedings by PCER II to be adjudicated bankrupt or insolvent, or consenting to the institution of bankruptcy or insolvency proceeding against PCER II, or the filing of a petition seeing or consenting to reorganization of relief under any applicable federal or state law relating to bankruptcy, or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of PCER II or a substantial part of property of PCER II or making any assignment for the benefit of creditors, or admitting in writing its inability to pay its debts generally as they become due, or taking corporation action in furtherance of any such action. 9. Admit any additional member(s) to PCER II or merge or consolidate PCER II with any other person or entity (other than a disregarded entity for federal income tax purposes with respect to the Member) or enter into any partnership, joint venture or other similar enterprise with any other person or entity.”

“See narrative for Part VI, line 6.”

“See narrative for Part VI, line 6.”

“The final draft of the form 990 was reviewed in detail by management. The final draft was then presented to each voting member of the governing body before it was filed with the irs.”

“Provident Resources Group Inc. (PRG) is the sole member of Provident Commonwealth Education Resources II Inc. (PCER II). All members of PRG's senior management, board of directors, and board committees sign annual conflict of interest statements. All statements are collected and reviewed by Chief Compliance Officer of sole member PRG. 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 organization's financial statements, conflict of interest policy, and governing documents are available upon written request.”