At ECMC Group, Inc. (Company), our reputation for integrity is one of our most valuable
assets. This reputation flows from our commitment to compliance with the law and to ethical
conduct in all our dealings. Our reputation also depends on each employee consistently
supporting our core value of integrity by making ethical decisions every day, and always
acting consistently with the law, our policies and our values. You have a personal
responsibility to comply with this Code of Ethics and Business Conduct (Code of Conduct or
Code), laws, regulations and policies, to act ethically and to express concerns appropriately.

Our Code of Conduct is designed to provide you with information so you can model your daily
work activities, business ethics and conduct accordingly.

Adherence to the Code of Ethics and Business Conduct

This Code applies to ECMC Group and its subsidiaries and affiliates, including board members,
officers, management, employees, consultants and contractors.

Compliance with our Code of Conduct is a condition of employment. If you are not in
compliance, you may be subject to disciplinary action, including termination of your
employment. Every employee has an obligation to report known or suspected violations of our
Code of Conduct. Failure to report such violations is in itself a violation of the Code. The
Company reserves the right to pursue legal action. Depending on the violation, the Company
may also be required to report the violation to enforcement authorities.

What’s Expected

We recognize we live and work in complex and highly regulated environments and that what
is “right” may not always be obvious. We expect each other to speak up honestly and in good
faith, without fear of retaliation, and report concerns in the workplace, including violations
of law, regulation, directive and Company policies. Every employee is expected to be familiar
with, understand, and comply with this Code of Conduct, which is designed promote:

  • The protection of the Company’s business interests, including corporate opportunities,
    assets and confidential information
  • Honest and ethical conduct, including fair dealing and the ethical handling of conflicts
    of interest between personal and professional relationships
  • Full, fair, accurate, timely and clear disclosure in reports and documents
  • Compliance with applicable laws and regulations, as well as the rules of accrediting
    agencies and trade associations of which the Company is a member
  • Accountability for adherence to the Code of Conduct
  • Prompt reporting of violations of this Code and of Company policy

Your Responsibility—Set an Example

At some point, you will find yourself faced with an ethical dilemma. Perception matters,
candor is critical and the answers are not always as clear as you would hope. We are all
accountable to the Company and to each other. To maintain high ethical standards, your
responsibility is to:

  • Show what it means to act with integrity
  • Operate in an honest and candid manner
  • Create an open environment that invites engagement
  • Ensure those you supervise understand and act according to our policies and
  • Emphasize that assistance and support are available
  • Be familiar with available resources
  • Support employees who, in good faith, ask questions or raise concerns
  • Report instances of noncompliance with the law, our policies or this Code

Even companies with the highest ethical standards will occasionally have issues. Still, each of
us is responsible for knowing what is expected. By becoming familiar with our Code of
Conduct, you will be better equipped to recognize and handle ethical dilemmas. We
recognize it takes courage to report an activity or decision that is, or may appear to be, in
conflict with our values. When that happens, please report it so that the issue can be

Seek guidance when you:

  • Need information, advice or are not sure of the proper course of action
  • Believe someone has violated the law or our policies, or has acted unethically
  • May have been involved in misconduct
  • Believe you are the victim of retaliation

When you make a good-faith report or seek help in addressing an issue or concern, the
Company will promptly respond. We will also strive to ensure that your concern is handled
with sensitivity and confidentiality, to the fullest extent possible. In return, we expect you to
help protect the confidentiality of the report, as well as any subsequent investigation
processes, by not discussing the matter with others.

Management Responsibilities

As a member of management, you are responsible for understanding and complying with the
Code, applying it daily and being aware of the ethical standard of your business behavior. In
addition, you are responsible for enforcing the Code within your areas of responsibility. You
are responsible for acts of misconduct by your employees if the misconduct should have
reasonably been known or could have reasonably been prevented. If you have direct reports,
ensure that they read and abide by the Code, as well as the policies, procedures and manuals
referred to in the Code.

You also are obligated to direct any questions, concerns or issues that require additional
guidance to other Company resources

Retaliation is Prohibited

We are committed to protecting employees who, in good faith, make reports, seek advice,
ask questions and participate in investigations. Complaints made in good faith will not expose
you to any sanctions, regardless of whether the underlying facts prove a violation of the Code
or result in any corrective action. The Company does not tolerate retaliation against anyone
who raises a concern, asks a question or cooperates with a Company investigation. Our antiretaliation policy is designed to protect you from unwarranted actions by the Company,
fellow employees, or a manager or supervisor.

Employees who intentionally make false accusations or provide false information or retaliate
will be disciplined, because such actions violate the Company’s business conduct principles
and are inconsistent with Company values.

Accuracy of Books and Records

Accuracy of our Company’s books and records is vital to our success. Without clear and
accurate records, we will not meet our regulatory requirements, and we are not able to
report our operations correctly or plan for future initiatives. Therefore, inaccurate, false,
misleading, careless or incomplete record keeping is not acceptable. This extends to every
facet of our business, including consumer and student records and outcomes.

Telephones, Computer Devices, Internet, Software and Security

Company assets help employees achieve business goals and you will be provided with the
necessary technical tools to perform your job. These technical tools, which include computer
devices, computer files, removable media, and backups, are the property of the Company.
We comply with valid copyright, licensing and intellectual property protections of vendors
and third parties. While principally for business use, personal use of company email,
telephones, copiers or fax machines may be allowed, but such use should be limited.

You have no expectation of privacy when using company equipment, which includes the
telephone, computers, and email, or when accessing the Internet. The Company reserves the
right to monitor your usage of these tools in accordance with Company policies and applicable

Safeguarding Company Assets

Each of us is responsible for safeguarding the assets and resources entrusted to us. These
resources should not be used for personal benefit or disposed of or removed from the
premises without proper approval.

Company credit cards should never be used for personal use. Company cash, checks, and
other assets should be safeguarded just as we safeguard our personal funds, payment cards,
checkbooks and other valuables. Vouchers, time sheets, invoices and benefit claims are used
to obtain company funds and property, and falsifying these documents can result in the
improper, and possibly fraudulent, acquisition of company property.

If you suspect or detect any theft or other fraudulent activity, it must be immediately
reported; do not attempt to investigate or take any action on your own. Incidents of fraud
and theft will be referred for criminal prosecution where appropriate. To the extent legally
possible, efforts will be made to preserve the confidentiality of any information you provide.

Responding to Outside Inquiries, Audits, Investigations and Litigation

We operate in a highly public and regulated industry, which subjects us to inquiries from the
media and others, periodic and unannounced audits and investigations by our federal
regulators, law enforcement agencies, accreditors, state agencies, public accountants, and
our Internal Audit or Corporate Compliance staff.

Our policy is to cooperate fully with any appropriate audit or investigation, while at the same
time protecting the legal rights of the corporation and our employees. Accordingly, if you are
approached by anyone asking for information or access to company records for any reason,
including an audit or investigation, you should immediately seek guidance.

Internal Audit periodically performs audits of all company activities. All of our employees,
consultants and other non-employee personnel are required to cooperate fully with these
audits and provide timely, complete, truthful and accurate information.

Conflicts of Interests and Outside Employment

A “conflict of interest” occurs when an employee’s private interest interferes or appears to
interfere with the interests of the Company. In other words, when your personal interests
cloud your judgment and potentially result in your inability to act objectively and effectively
in the company’s best interests it is, oftentimes, the result of a conflict of interest.

A conflict of interest may arise when you take actions or have interests that may make it
difficult to perform your work. A conflict of interest can also arise when you, a family
member, or close friend receives improper personal benefits as a result of your position with
the Company. A conflict of interest may unconsciously influence even the most honest person.
The mere appearance of a conflict may cause an employee’s behaviors to be questioned.

Carefully consider your own situation for any actual or apparent conflict of interest.

For this purpose, “family member” is defined to include spouse, children, step-children,
parents, in-laws, siblings and their spouses, children of siblings and domestic partners.
The following are general guidelines regarding conflicts of interest:

  • You may not supervise, review, or have any influence on the job evaluation, pay or
    benefit of any family member.
  • If you are a manager-level or above, and you have an interest in an outside business,
    you should inform your supervisor.

    • You cannot accept payment from any other source for work you do for us. Likewise,
      you cannot work for any other business while on Company time or during your normal
      work hours, on our premises, or using Company equipment or technical tools.
    • You may not maintain a consulting or employment relationship with any vendor,
      supplier, customer, or competitor, or otherwise be employed outside of the Company
      if such employment interferes with your Company duties. All outside employment
      must be disclosed at time of employment and any outside employment entered into
      subsequent to employment must be reported to your manager. Under no
      circumstances can you perform any aspect of your outside employment while on
      Company time or use Company assets for your outside employment.
    • You or a family member cannot have a material financial interest in a company or
      organization that provides goods or services to the Company, competes with the
      Company, or otherwise has a business relationship with the Company without first
      disclosing such relationship and receiving approval in writing, unless that company or
      organization is publicly traded.

    You must inform your manager:

    • Of any relationship that might influence or appear to influence your judgment while
      acting as an employee.
    • If a Company vendor employs you, any family member or close friend.
    • If you, any family member or close friend has a loan serviced by any of the ECMC
      Group companies, or if any family member or close friend enrolls in a Zenith education

    Conflict of Interest—Specific Provisions Affecting Officers

    In addition to the general conflicts of interest outlined above, additional obligations are
    imposed on Company Officers.

    • Loans/Guarantees. The Company is prohibited from extending or maintaining credit,
      arranging for the extension of credit, or renewing any extension of credit in the form
      of a personal loan to or for any Officer in the Company.
    • Corporate Opportunities. Company Officers are required to comply with their
      fiduciary duty and duty of loyalty to the Company. As part of this duty of loyalty,
      Officers must not appropriate for themselves business opportunities that are
      discovered through the use of the Company’s property, information or position, unless
      the Company has already been offered the opportunity and turned it down. Direct
      questions about particular business opportunities to the Company’s chairman of the

      In addition, Company Officers are prohibited from offering business opportunities to
      any family member or acquaintances without prior approval from the ECMC Group’s
      vice president of internal audit and vice president of corporate compliance.

    • Related Person Transactions. Company Officers must not engage in any “related
      person transaction,” which is a transaction between the Company and such person,
      unless the transaction has been previously approved by the Audit Committee of the
      Board of Directors.

    If any Officer has questions about the applicability of these rules to a particular set of facts,
    please contact the general counsel.

    Giving and Receiving Gifts and Business Courtesies

    The giving and receiving of small courtesies, including small gifts and meals, is commonplace
    in business. However, these situations must be avoided when the gift may influence or even
    appear to influence your business decisions.

    The following guidelines apply:

    • You may offer and accept gifts of promotional items, such as pens, mugs and other
      items that bear a company’s name and other mementos of nominal value. Other
      organizations may have Codes of Conduct or policies that differ from our Company
      guidelines. Employees should be sensitive to and seek clarification of other
      organizations’ guidelines when offering promotional items of nominal value.
    • With the exception of the discounts given all employees by various companies through
      our corporate arrangements, you should not offer or accept any discounts, payment of
      fees, special terms, inducements or preferential treatment to or from others who do
      business with us or are seeking to do business with us.
    • You may not accept any gift or item of value from any third party where the
      reasonable fair market value of that item exceeds $25, including cash and cash
      equivalents, such as gift cards. This includes, for example, lunches, dinners,
      recreational, sports or entertainment events. Exceptions to this guideline are
      considered on a case-by-case basis.
    • You must never offer or accept any bribes, kickbacks or inducements to or from
      vendors or suppliers. This covers both cash and non-cash items. Doing so may
      constitute criminal activity.
    • When dealing with federal government representatives, you may not give or accept
      any gifts or meals of any value. When dealing with state and local government
      representatives, different laws may apply and you should request guidance.

    In general, when giving or receiving gifts, be aware of the appearance you present as a
    representative of our Company. Ensure any gifts or courtesies given or received would clearly
    be perceived as falling well within the boundaries of everyday business practice.

    Fair Dealing

    You should deal fairly with the Company’s vendors, suppliers, customers and competitors and
    their employees. You should not take unlawful or unfair advantage of the Company’s vendors,
    suppliers, customers or competitors, or their employees through manipulation, concealment,
    abuse of privileged information, misrepresentation of material facts or other unfair dealing.

    Confidential Information

    Our business involves dealing with the protected information of our consumers, employees,
    students and business partners, and the confidential information of our companies.

    We have the following guidelines with respect to the handling of confidential information:

    • You must comply with our Company policies related to protecting personally
      identifiable and Company confidential information.
    • New employees should be hired because their particular skills match the requirements
      of the job, not because of their knowledge of a past employer’s confidential
      information. Moreover, new employees must not be assigned to positions that would

    • likely require them to use a past employer’s trade secrets or proprietary information.
    • You have an obligation to not disclose confidential information, even if your
      employment with the Company ends. You may be asked to sign confidentiality and
      non-disclosure agreements at the time of employment. Confidentiality continues after
      you leave the Company.

    Political Activities, Solicitation and Fundraising

    We encourage our employees to take a proactive role in our country’s open political process.
    Political activity, however, is a personal decision and has to take place on personal rather
    than Company time (except for voting in elections). This is especially important considering
    our relationship with the federal government.

    Non-profit and tax-exempt organizations are prohibited from making any contributions to
    federal candidates, political parties and political action committees (PACs). This goes well
    beyond the contribution of corporate funds and includes the use of assets, facilities or
    personnel. For example, violations include the use of personal computers, photocopiers,
    facsimile machines, office supplies, telephones, telephone dialing systems and the like.
    Simply spending workday time on a political interest is a violation. Also, certain organizations
    in the Company are tax-exempt entities and, as such, are prohibited from all political
    activities and can only engage in “insubstantial” lobbying activities. If you have questions
    whether a proposed activity is acceptable, please request guidance.

    You may not solicit employees, consumers, vendors or contractors or engage in active or
    direct fundraising or other activities during work time. You may, however make passive or
    indirect requests for support of your activities through postings on the intranet or by leaving
    information in the break room. To inquire regarding a specific organization or event, contact
    Internal Audit or Corporate Compliance.

    Working in a Multi-Company Environment

    The ECMC Group of Companies is organized with a not-for-profit holding company overseeing
    two groups of companies—one group of not-for-profit companies and the other group, forprofit

    This kind of organization must carefully observe certain requirements when dealing with each
    other and especially in those cases where work is done by employees of one company and the
    cost of that work is billed to the other. There are extensive federal rules and regulations that
    govern these types of activities and financial transactions and, given our basic mission, we
    must ensure that we are always in compliance. Therefore, time records must be kept
    accurately and concurrently with the work done, and no work should be done on a project
    without the project having been assigned a time reporting code.


    The Company regularly reviews the content of our Code as well as related corporate policies.
    We will make modifications to the Code as required by changes in law, policy or other

    Reporting Code of Conduct Questions or Concerns

    You have several options for reporting your Code of Conduct questions or concerns:

    Anonymous Reporting
    Resource Phone Numbers Email/Website
    Ethics Line (anonymous reporting) 1-866-301-7398
    ECMC Group, ECMC Shared Services, ECMC, ECMC Servicing,
    ECMC Foundation, Zenith and PCNA
    Resource/Contact Phone Numbers Email/Websites
    ECMC Group Ethics Line
    Internal Audit 651-325-3010
    Matt Mikulski
    Corporate Compliance 651-325-3652
    Wendy Badger
    Additional Contacts
    Internal Audit 651-325-3016
    Karen Schwingler
    Internal Audit 916-526-7294
    Jennifer Norman