Spring Valley Manor Inc.

“The board members are not independent as they are compensated by fsl management for their services provided to foundation for senior living (fsl) and all affiliates of fsl. Foundation for senior living has an independent board which appoints/elects the board members for spring valley manor, inc.”

“Fsl spring valley manor, inc. Pays fsl management, an affiliate, a management fee. These services include, but are not limited to, financial, human resources and risk management oversight.”

“The sole member of this organization is foundation for senior living, inc.”

“Directors shall be appointed by the foundation for senior living. Directors may be removed at any time without cause by the member.”

“For as long as hud or hud's successors or assignees has a regulatory agreement with the organization, hud must approve certain amendments to the articles of incorporation as well as the organization's voluntary dissolution or conversion to another legal form. Hud must approve all of the following changes: -any provision that had been inserted into the articles of incorporation as a result of the agreement with hud. -any amendment that modifies the term of the corporation. -any amendment that activates the requirement that a hud previous participation certification be obtained from any additional member. -any amendment that in any way affects the note, mortgage, security agreement or hud regulatory agreement. -any amendment that would authorize any officer or representative to bind the organization for matters concerning the project which require hud's consent or approval, other than the designated official representative. -any change in a guarantor for the organization of any obligation to hud. -any amendment which modifies these provisions.”

“Fsl spring valley manor, inc. Does not have a committee with authority to act on behalf of the governing body.”

“The controller of the organization's parent, the foundation for senior living (fsl), will review the return prior to being submitted to the governing board. The return will also be provided to the fsl board of directors.”

“Everyone on the boards of directors of foundation for senior living (fsl) and its related affiliates, and all employees of fsl and related affiliates, are covered under the policy. Any conflicts of interest at the fsl level are discussed and resolved by the fsl board of directors. Any conflicts of interest relating to any of the other fsl entities are discussed and resolved either by the fsl board of directors or by the affiliate entity's board of directors. All potential conflicts of interest, regardless of how small or insignificant, are to be reported to the president of the board of directors (or committee chair) prior to engaging in a conflict of interest board or committee action. The president will ask the board of directors to make a decision as to whether the relationship is an appropriate one for fsl. The board member declaring the conflict will have no vote on the matter. Moreover, the person having a conflict of interest shall retire from the room in which the board (or its committee) is meeting and shall not participate in the final deliberation regarding the matter under consideration. However, the person shall be permitted to provide the board or committee with any and all relevant information prior to leaving the meeting.”

“The ceo is compensated for services provided to fsl and its related organizations. The compensation is approved by the governing board of fsl. On an annual basis, they are provided with comparability data/compensation studies to determine the compensation. Other officers and directors are provided compensation from fsl management for their services as employees of fsl management, and not for their services as board members of the filing orgnaizatoin. Their compensation is approved by the president.”

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

“Fls management employs the employees who make up the management group that provides management services for all related fsl affiliates, including fsl spring valley manor. Therefore, although the employees that are part of the management group perform services for all fsl affiliates, their hours are 100% related to fsl management. Fsl spring valley manor pays a management fee to fsl management for these services.”

“The process has not changed from the prior year.”