Each member of the Board of Trustees of Waldorf University (the “University”) must maintain the highest ethical standards and avoid actual or apparent conflicts between their personal interests and those of the University. This policy statement is intended to provide specific guidance to all Trustees in maintaining the foregoing standards. This statement applies and shall be disseminated to all Trustees as the official statement of the Board of Trustees’ general policy.

Best Interest of the University.

In the conduct of the University’s affairs, all Trustees must be aware that the paramount consideration and the predicate for all decisions shall be the best interest of the University. Adherence to this standard is furthered when all matters are approached with an open mind, constrained always to the best interest of the University; all judgments are based on information that is complete and accurate for the purpose at hand; and each person is tolerant of the ideas and positions of others.

General Ethical Standard.

All Trustees shall at all times act with decorum, honesty, integrity, and in accordance with the highest ethical standards. A relationship with the University shall not be used in any way that will inure to the personal benefit of any Trustee.

Specific Conflict of Interest Policies.

Certain outside business, professional, and other activities and relationships may interfere with a party’s ability to perform official or assigned duties or may otherwise create a conflict with the interests of the University. Therefore, the Board of Trustees establishes the following general guidelines for Trustees having a relationship with any organization or person that involves a financial interest in, or holding of a position of authority with, any party conducting business with the University; and for Trustees engaging or seeking to engage in outside business, financial, and professional activities, either with or without compensation.

A Trustee shall not, directly or indirectly, engage in any outside business, financial, or professional transaction or other activity which conflicts with the interests of the University, which might reflect adversely upon the University, or which otherwise interferes with the Trustee’s ability to discharge his or her duties as a Trustee freely. Any possible conflict of interest must be discussed with the Board of Trustees and the Company Board immediately upon recognition of the existence of a potential conflict.

Any financial interest, or any position as a fiduciary, officer, trustee, advisor or consultant, or any similar position of influence or authority, held by a Trustee in an organization or concern with which the Universitydoes business or is considering doing business, must be disclosed to the Board of Trustees and the Company Board immediately upon recognition of the existence of such relationship. Trustees are prohibited from representing the University or otherwise participating in any transaction with any organization or concern in which the Trustee or a family member of the Trustee has a relationship of the type described above, except with the prior written approval of the Board of Trustees and the Company Board after disclosure of all relevant information.

Acceptance of any gift, entertainment, or other personal favors (except for ordinary and customary tokens of nominal value, participation in a business lunch or other meal paid for by another party on an appropriate occasion and under appropriate circumstances, or inclusion in entertainment for a group of persons where the presence of a Trustee is clearly appropriate and consistent with the Universitys objectives) from any party that does or seeks to do business with the University, including prospective donors, may present an undesirable appearance of impropriety or may be inappropriate under specific circumstances. If in doubt about any such matter, a Trustee should seek the advice of the Board of Trustees and the Company Board.

Trustees must at all times maintain confidentiality of the University’s affairs, proprietary business information, and other internal procedures, personnel information, and the like that are not publicly disclosed through the various reports prepared or filed by the University pursuant to law. Even with respect to information that might be ascertained through research of publicly available materials, whether discussion or disclosure is appropriate under the immediate circumstances must be determined.

Each fiscal year, all Trustees shall file with the Chairperson of the Board of Trustees a statement in the form attached hereto listing for the Trustee and his or her spouse all directorships, trusteeships, memberships, or other relationships which might cause the individual to be biased or otherwise partial in any business or educational matter involving the University. Such statements shall be filed within 30 days after the beginning of each fiscal year. The information provided in such statement will be used solely in the internal management of the University to effect the administration of its conflict of interest policy, and by providing the requested information, each Trustee acknowledges understanding of this requirement and consents to this (and no other) use.

All potential conflicts of interest shall be disclosed at the earliest possible time during any meeting or other proceeding at which a matter is to be considered involving an organization in which such a personal interest is held. When a conflict or potential conflict exists, the affected person shall abstain from voting or acting upon the pertinent item, withdraw from the meeting, and abstain from participating in or informally influencing the decision-making process except to provide factual information upon request.

This statement of policy shall in no way be construed to limit whatsoever any conflicts of interest provision (whether or not it is explicitly designated as such) in the Charter and Bylaws of the Board of Public Trustees. Each Trustee is responsible for reviewing the Charter and Bylaws of the Board of Trustees, and all provisions thereof are hereby incorporated by reference.