Tucc Inc.

“The Corporation leases all employees from Taylor University. The University has adopted an Executive Compensation and Intermediate Sanctions Policy that ensures that all compensation arrangements with related parties are evaluated and entered at arms' length and that any compensation that is paid to a related party is reasonable and reflects fair market value. The Policy encourages the application of the rebuttable presumption standard of Code Section 4958 and the related Treasury Regulations by (a) excluding any interested party from the decision making process; (b) requiring disinterested Board or committee members to obtain and rely upon comparability data when setting the proposed compensation terms; (c) requiring approval of the transaction in advance by disinterested trustees or committee members; and (d) requiring contemporaneous documentation (i.e., minutes) reflecting the decision and the process by which it was made. In the case of the President's compensation, the Executive Committee of Taylor University (composed entirely of independent members of the University Board of Trustees), is responsible for ensuring that the process outlined above is applied.”

“The sole member of TUCC, Inc. is Taylor University.”

“The Board of Trustees of Taylor University appoints the Board of Directors of TUCC, Inc. An appointed director may be removed by vote of the Board of Trustees of Taylor University.”

“The power to make, alter, amend, or repeal the Bylaws of the Corporation shall be vested in the Board of Directors of the Corporation; subject, however, to approval by the Voting Member (Taylor University).”

“There are no committees with authority to act on behalf of the Board of Directors. Accordingly, this question is answered 'no'.”

“The Corporation's independent certified public accounting firm prepared the Form 990, it was reviewed by the Secretary/Treasurer, and finally it was presented to the Board for review prior to filing. The Corporation utilized this process to ensure that its Form 990 received substantive review by directors and professionals with specific knowledge of the Corporation's activities and extensive financial, accounting and tax expertise.”

“The Corporation has adopted a Conflict of Interest Policy that requires directors, officers and key employees to submit an annual conflict of interest disclosure. The annual disclosure requires directors, officers, and key employees to disclose, in writing, any known financial interest that the individual (together with family members) has in any business entity that transacts business with the Corporation. In addition, directors, officers, and key employees are required to immediately disclose any possible conflict of interest that arises mid-year in relation to a proposed transaction. The Conflict of Interest Policy requires that any individual with a conflict be recused from the decision making process, that independent directors or committee members determine that the proposed transaction is in the best interests of the Organization, and the transaction must be approved by a vote of the independent directors or committee members without the participation of any interested individual. The annual conflict disclosure statements are submitted to, and reviewed by, the Audit Committee chairperson. In addition, the executive staff is responsible for monitoring any possible conflict transactions that arise and managing them to ensure that all transactions represent arms' length, fair market value terms for the benefit of the Organization.”

“The Corporation makes its governing documents, conflict of interest policy, and financial statements available to the public upon request, either as printed or an electronic copy, for the same period of disclosure as set forth in IRC section 6104(d).”

“Change in fair value of split-interest - 18129; Total - 18129;”