Northwest Education Loan Association

“United student aid funds, inc. Is the sole member of nela and appoints the board.”

“United student aid funds, inc. (usa funds) is the sole member of nela. As the sole member, usa funds has the right to (a) elect and remove the members of the board of trustees of nela and (b) fill any vacancy on the board of trustees.”

“While the board of trustees of nela is granted certain powers with respect to operations, as the sole member, united student aid funds, inc. Retains approval rights with respect to certain corporate actions such as (i) adoption of the organization's financial plans, (ii) expenditures for non-budgeted items in excess of certain dollar limits set from time to time by the member, (iii) expenditures for items which are included in the organization's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by the member, (iv) incurrence, assumption or guarantee of any indebtedness, and (v) any merger, consolidation, reorganization, dissolution or liquidation.”

“Once the form 990 is prepared by the company, with assistance from the external tax accounting firm, the form and all applicable schedules are provided to the audit committee of the board of trustees of united student aid funds, inc. For review. After the audit committee has completed their review, the form and all applicable schedules are provided to the full board of northwest education loan association in advance of the form being filed with the irs, allowing time for review and comment by the full board.”

“Annually, a conflict of interest and disclosure questionnaire is required to be completed by all employees. The purpose of the questionnaire is to solicit information about relationships that may constitute a potential conflict of interest. Each member of the board of trustees signs an annual conflict of interest disclosure statement that discloses actual or potential conflicts of interest as set forth in the approved conflicts of interest policy for trustees. The disclosure statements are reviewed by the governance committee of the board of trustees of usa funds. When any such conflict of interest is relevant to a matter requiring action by the board of trustees or any committee, the interested person shall call it to the attention of the chair of the committee, and such person shall not vote on the matter. Moreover, the person having the conflict shall leave the room in which the meeting is held and not participate in the final deliberations or decision regarding the matter under consideration. A board member shall advise the chair of the governance committee and the corporate secretary in writing of any potential conflicts of interest which arise after signing the conflict of interest disclosure statement.”

“Nela's ceo and all other officers are compensated by united student aid funds, inc. (usa funds), a related tax-exempt organization. Compensation determinations of nela's ceo and the other officers of usa funds are made by a compensation committee of usa funds whose members have no conflict of interest within the meaning of treas. Reg 53.4958-6(c)(i)(iii). The compensation committee establishes the compensation philosophy, and with comparability data provided by an independent compensation consultant, annually evaluates the performance of the ceo and all the other officers, and determines in advance the reasonableness of compensation paid to and benefits provided to such individuals. As part of the annual performance evaluation, the compensation committee solicits the views of the chairs of the other board committees. The determinations made and the basis of such determinations are contemporaneously documented in written minutes. Final determinations are reported to the full board of trustees of usa funds.”

“The organization makes any document open to public inspection available upon request.”

“Fund balance transfer to united student aid funds, inc. -10,000,000.”