Devworks International Inc.

“There are no other committees that can act on behalf of the full board of directors.”

“The federal form 990 is prepared by an independent accounting firm. A draft version of the federal form 990 is distributed to and then reviewed by the full board of directors prior to filing with the internal revenue service.”

“A conflict of interest occurs when a director, officer or employee/contractor is faced with an actual or potential compromise of his or her loyalties. Conflicts of interest may involve personal as well as pecuniary interests. A conflict of interest annual disclosure statement is completed each year by all board members and reviewed by management. To date, there has been no known conflict of interest. Each member of the board of directors of snv usa and our staff, when a conflict of interest may exist, shall disclose such conflict and abstain from the discussion, voting, resolution or action(s) proposed as to such matter. It is expected that any interested board member or staff would disqualify themselves. Any such abstention from voting (or the like) and the reason given for it shall be recorded in the official minutes of the meeting. A majority of the board members present at any meeting may disqualify a board member from discussing and/or voting on any matter as to which they determine a conflict of interest exists. After full disclosure, however, and with due deliberation, a majority of the disinterested directors may approve or ratify a transaction which involves a conflict of interest with a director, officer, or employee/contractor of snv usa, provided such transaction is fair to snv usa. These procedures are monitored by the executive committee and are always taken into consideration when there is a potential conflict of interest that could exist, or when signing new contracts or beginning new relationships.”

“Independent professional human resources support and consultation has been retained to evaluate the compensation system and provide ongoing assistance in the administration of the system throughout the year. The consultations occur every year with assistance from the external human resources provider and data from inside ngo. The compensation system prices positions against market by using market data for comparable organizations (us-headquartered non-profit organizations with international operations and us government and private funding sources and affiliates of international organizations). This compensation system is reviewed by the board of directors. The executive director's compensation is determined by the board of directors during an executive session of the annual meeting of the board of directors. Minutes are maintained for this board session. All other officer and staff compensation is determined by the executive director.”

“Snv usa makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Foreign grants rate adjustment 6,595.”