Exhibit (a)(3) 

[BROADVIEW LETTERHEAD]

DISCLOSURE DOCUMENT 

                   , 2015

Dear Shareholder,

After careful consideration, our Board of Directors (the “Board”) and a special committee of the Board (the “Special Committee”) have concluded that the costs and burdens associated with our being a public company are not justified by the benefits. As a result, we intend to engage in a transaction that will result in the termination of the registration of our common stock under the federal securities laws and the conversion of Broadview into a privately-held Company held entirely by Mr. Terry L. Myhre (“Mr. Myhre”), our controlling shareholder. This will eliminate the significant expense and management and staff time required to comply with the reporting and related requirements under the federal securities laws, eliminate the burdens of being publicly traded, and provide the flexibility and benefits of being a privately-held company.

The Transaction is a reverse split of our common stock whereby each 3,384,409 shares of our common stock will be converted to one share of our common stock (the “Reverse Split”), with holders who would otherwise receive a fraction of one whole share after completion of the reverse split receiving cash in lieu of fractional interests in an amount equal to $0.05 per share for each pre-split share that becomes a fractional interest (the cash payment, together with the Reverse Split, referred to as the “Transaction”). As a result of the Transaction, shareholders owning fewer than 3,384,409 shares of our common stock on a pre-split basis at the close of business on                    , 2015, the date on which the Reverse Split will be implemented, which is planned to be all shareholders other than Mr. Myhre, will no longer be shareholders of the Company and Mr. Myhre will be Broadview’s sole shareholder. The $0.05 per share price to be paid for fractional shares represents the fair value for a share of our common stock as determined by the Special Committee, which was established by the Board to evaluate and review the Transaction. The Special Committee based this determination upon, among other things, the valuation report of the Company’s common stock by Apex Financial Services, Inc., its financial advisor.

The Special Committee and the Board reviewed the proposed Transaction and considered its substantive and procedural fairness to shareholders who will have all of their shares cashed out in the Transaction. As part of the review, the Special Committee retained an independent financial advisor, Apex Financial Services, Inc., which has provided the Special Committee with a valuation analysis of the per-share value of our common stock. After careful consideration, the Special Committee and the Board have determined that the transaction is substantively and procedurally fair and in the best interests of Broadview and the shareholders whose entire shareholdings will be cashed out in the Transaction.

Under Minnesota law, our Board may amend our Articles of Incorporation to implement the reverse split without the approval of the shareholders. Therefore, we are not seeking shareholder approval for this action and no vote is sought in connection with this action. Under Minnesota law, shareholders are entitled to dissenters’ rights of appraisal in connection with this type of going private transaction. The attached Disclosure Document contains details on the proposed Transaction and we urge you to read it very carefully.

Thank you for your continued support.

Jeffrey D. Myhre
Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS DOCUMENT OR RELATED SCHEDULE 13E-3, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.

1

TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET		3
SPECIAL FACTORS		5
Background of the Transaction		5
Purpose of the Transaction		8
Reasons for the Transaction		9
Fairness of the Transaction		9
Alternatives to the Transaction		11
Effects of the Transaction		12
Reports, Opinions or Appraisals		13
Related Party Transactions		13
Shareholder Approval		15
Dissenters’ Rights		16
Access Rights		17
Source and Amount of Funds		17
BACKGROUND		18
The Filing Persons		18
Structure of the Transaction		18
The Company’s Securities		18
Securities Ownership of Certain Beneficial Owners and Management		19
Management		20
FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION		21
Tax Consequences to the Company		21
Tax Consequences to Shareholders Whose Entire Interest in our Common Stock, Both Directly and Indirectly, is Terminated		21
FINANCIAL INFORMATION		22
Historical Financial Information		22
Pro Forma Consolidated Financial Statements (Unaudited)		22
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		23
Annex A – Valuation Report, dated April 28, 2015, of Apex Financial Services, Inc.
Annex B – Notice of Procedure to Assert Dissenters’ Rights

2

SUMMARY TERM SHEET 

This summary term sheet highlights selected information from this Disclosure Document. This summary term sheet may not contain all of the information that is important to you. For a more complete description of the Transaction, you should carefully read this Disclosure Document and all of its exhibits. For your convenience, we have directed your attention to the location in this Disclosure Document where you can find a more complete discussion of each item listed below.

As used in this Disclosure Document, “Broadview,” the “Company”, “we,” “our” and “us” refer to Broadview Institute, Inc. and its subsidiaries, and the “Transaction” refers to the Reverse Split discussed below, together with the related cash payments to the shareholders in lieu of fractional shares of our common stock.

The Transaction is considered a “going private” transaction as defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because it is intended to, and, if completed, it will enable us to, terminate the registration of our common stock under Section 12(g) of the Exchange Act and suspend our duty to file periodic reports with the Securities and Exchange Commission (“SEC”). In connection with the Transaction, we and Mr. Terry L. Myhre, our controlling shareholder, have jointly filed with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3.

Reverse Split	•	We will effect a share combination, or “Reverse Split,” of our common stock, whereby each 3,384,409 outstanding shares of common stock will be converted into one whole share, and in lieu of our issuing fractional shares to shareholders who would otherwise own less than one whole share of common stock after effectiveness of the share combination, we will pay cash equal to $0.05, multiplied by the number of pre-Reverse Split shares held by such shareholder who owns fewer than 3,384,409 shares immediately prior to the Reverse Split (which is anticipated to be all shareholders other than Mr. Terry L. Myhre, our controlling shareholder). Such shareholders with fewer than 3,384,409 shares immediately prior to the Reverse Split will, on the Effective Date, have no further equity interest in Broadview and will become entitled only to a cash payment equal to $0.05 multiplied by the number of pre-split shares. See “Background—Structure of the Transaction” starting on page 18.
Record Date	•	The shareholders whose shares of common stock will be converted into the right to receive cash payment in exchange for fractional is expected to be determined on                    , 2015, the same date as the Effective Date.
Effective Date	•	The filing of an amendment to the Company’s Articles of Incorporation to effect the Reverse Split is expected to be made on                    , 2015, the same date as the Record Date.
Purpose of Transaction	•	The purpose of the Transaction is to reduce the number of record holders of our common stock to one, thereby allowing us to become a privately-held company and no longer subject to SEC reporting requirements.  We would cease our SEC reporting by filing a Form 15 Certificate of Termination of Registration with the SEC under Section 12(g)(4) of the Exchange Act as soon as possible after consummation of the Transaction so that we would no longer be required to file annual, quarterly or current reports, and we would not be required to comply with the SEC’s proxy rules, which require us to distribute proxy statements to our shareholders. This deregistration of our common stock will also have the effect of terminating the quotation of our common stock on the OTCQB, and as a privately-held company, solely owned by Mr. Myhre, all public trading of our stock will cease. See “Special Factors—Purpose of the Transaction” starting on page 8, and “Background—Structure of the Transaction” starting on page 18.
Valuation Report of the Financial Advisor to the Special Committee	•	Apex Financial Services, Inc. (“Apex”), which served as financial advisor to the Special Committee of our Board of Directors (the “Special Committee”) and to the Board of Directors (the “Board”) delivered a written valuation report (the “Valuation Report”) to the Special Committee indicating that the cash value of a share of Company common stock, as of the March 31, 2015 effective date of the appraisal contained therein, was between negligible and $0.05 per share. See “Special Factors—Reports, Opinions or Appraisals” starting on page 13. A copy of the Valuation Report is included herewith as Annex A.

3

Fairness Determination and Approval by Special Committee and Board of Directors	•	After careful consideration, the Special Committee and the Board have determined that the Transaction is substantively and procedurally fair to and in the best interest of all Shareholders of the Company whose entire shareholdings will be cashed out in the Transaction (which is planned to be all shareholders other than Mr. Myhre). In making this determination, the Board considered many factors, including the analysis and conclusions set forth in the Valuation Report of Apex. Based on their determinations, the Special Committee and the Board have approved the Transaction. See “Special Factors—Background of the Transaction” starting on page 5 and “Special Factors— Fairness of the Transaction” starting on page 9.
Fairness Determination by Controlling Shareholder	•	Mr. Myhre has adopted the analysis and conclusions set forth in the Valuation Report of Apex, as well as the findings of our Special Committee and Board regarding the Transaction. Mr. Myhre believes that the Transaction is substantively and procedurally fair to the shareholders of the Company whose entire shareholdings will be cashed out in the Transaction (which is planned to be all shareholders other than Mr. Myhre). See “Special Factors—Background of the Transaction” starting on page 5.
Continuing Shareholder	•	Following the Transaction, Mr. Myhre, who currently beneficially owns 96.5% of our common stock and serves as Chairman of the Board, will be the sole shareholder of the Company. See “Special Factors—Effects of the Transaction” starting on page 11.
Source of Funds	•	The funds for the Transaction will come from our currently available cash. See “Source and Amount of Funds” starting on page 17.
Tax Consequences	•	A shareholder who receives a cash payment for a fractional share of our common stock as a result of the Transaction will recognize capital gain or loss for federal income tax purposes equal to the difference between the cash received for the common stock and the aggregate adjusted tax basis in such stock. See “Federal Income Tax Consequences of the Transaction” starting on page 21.
Shareholder Rights	•	Under Minnesota law, the Transaction does not require approval by our shareholders. However, shareholders are entitled to dissenters’ rights with respect to the Transaction under the Minnesota Business Corporation Act (the “MBCA”). Upon effectiveness of the Transaction, any shareholder who believes that the cash out price of $0.05 per share is too low will have the right to object and pursue dissenters’ rights to have a court in Minnesota determine the fair value of such shareholder’s fractional share and to be paid the difference between the appraised value determined by the court and the $0.05 per pre-split share price if the appraised value determined by the court is higher. A dissenters’ rights notice is included as Appendix C to this Disclosure Document. See “Special Factors—Shareholder Approval” starting on page 15 and “Special Factors—Dissenters’’ Rights” starting on page 16.
Reservation of Right to Terminate or Change Transaction	•	The Board retains the right to terminate the Transaction if it determines that the Transaction is not in the best interest of Broadview and its shareholders. If we determine to cancel the Transaction, we may pursue other strategies which will result in our going private.
Payment and Exchange of Shares	•	Shareholders should not send stock certificates to the Company or its transfer agent at this time. As soon as practicable after the Transaction, our transfer agent will send each shareholder owning fewer than 3,384,409 pre-Reverse Split shares an instruction letter describing the procedure and “Letter of Transmittal” for surrendering stock certificates in exchange for the cash payment. Upon receipt of properly completed documentation and stock certificates, each such shareholder will be entitled to receive the cash payment, without interest, from the transfer agent. See “Special Factors—Effects of the Transaction” starting on page 12.
Shareholders With Shares Held in Street Name	•	If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name” with respect to those shares, and this Disclosure Document is being forwarded to you by your broker or other nominee. Your broker or other nominee is considered, with respect to those shares, the shareholder of record. We intend to treat shareholders holding common stock in street name in substantially the same manner as shareholders whose shares are registered in their names for purposes of the Transaction, meaning that shareholders holding common stock in street name will have their shares converted into the right to receive cash in the Transaction.

4

SPECIAL FACTORS 

Background of the Transaction 

In 1996, Terry L. Myhre (“Mr. Myhre”) purchased a controlling interest in C Square Educational Enterprises, Inc., which at that time, operated a single campus in Salt Lake City, Utah under the Utah Career College name. Mr. Myhre invested in Broadview Institute, Inc. in March 2003, becoming its single largest shareholder, and subsequently became the Company’s Chairman and CEO. Mr. Myhre is currently the Company’s Chairman, and his son, Jeffrey D. Myhre, serves as the Company’s CEO. In July 2005, Broadview Institute, Inc. purchased C Square Educational Enterprises, Inc. The acquisition was accounted for as a merger of an entity under common control since Mr. Myhre had a controlling interest in both entities.

During the period of Mr. Myhre’s controlling ownership of Broadview Institute, Inc., the Company began to expand in size, opening four additional branch campuses as well as a fully-online division, from 2007 through 2011. While the Company did begin to realize profitability during this growth period, we have experienced a significant downturn in profitability during the past four fiscal years. The expansion of our number of locations preceding this downturn has caused the Company to rely heavily on Mr. Myhre for financial support.

Since March 2012, Mr. Myhre has executed transactions with the Company that have resulted in cash inflows from financing activities totaling $17,587,500. These transactions include:

● The Company entered into a Line of Credit Authorization agreement (the “Line of Credit”) with Mr. Myhre on March 30, 2012. The Line of Credit is unsecured, and allows for the Company to borrow from Mr. Myhre up to $3,000,000 of aggregate principal borrowings upon the request of the Company. The Line of Credit has a fixed annual interest rate of 4.0% and expires April 1, 2017. The Company has borrowed a total of $4,000,000 under the Line of Credit through March 31, 2015, with the balance outstanding on this date being $1,400,000.

● On March 30, 2012, Mr. Myhre exercised his right under a warrant to purchase 650,000 shares of common stock from the Company at an exercise price of $1.25 per share, for a total cash payment of $812,500, which warrant was granted to Mr. Myhre on March 30, 2005 as part of the Company’s Series B Preferred Stock financing.

● On March 29, 2013, Mr. Myhre purchased 4,500,000 shares of Series B Preferred Stock at a price of $1.00 per share. Each share of Series B Preferred Stock included a detachable warrant to purchase two shares of the Company’s common stock for $0.50 per share. Additionally, on the same date, Mr. Myhre purchased 4,500,000 shares of common stock at a price of $0.25 per share. Total cash proceeds from the two transactions were $5,625,000.

● On March 28, 2014, the Company issued 70,000,000 shares of common stock to Mr. Myhre for $4,900,000.

● On March 30, 2015, the Company issued 4,500,000 shares of common stock to Mr. Myhre through his exercising a portion of rights under a warrant issued on March 29, 2013. Mr. Myhre paid an aggregate exercise price of $2,225,000.

This financial support from Mr. Myhre has been necessary for the Company to meet its current obligations. Additionally, these transactions have greatly aided the Company’s ability to comply with various regulatory requirements applicable to the Company as an educational institution. Due to projected losses continuing in the near future, we anticipate that the Company may continue to rely on Mr. Myhre for financial support, the degree of such support depending on management’s ability to adequately contain costs against future revenue.

As a result of the capital contributions from Mr. Myhre, we have nearly exhausted the authorized shares of the Company that are available for issuance in consideration for additional capital contributions from Mr. Myhre or other funding sources. Of our 100,000,000 authorized shares, 87,976,252 are issued and outstanding as of March 31, 2015. Of the 16,523,748 shares available for issuance, 4,500,000 are reserved for Mr. Myhre’s warrant to purchase additional common stock, and 740,000 shares are reserved for the Company’s Equity Incentive Plan, leaving only 11,283,748 shares available for issuance. Based on the recent trading prices of our common stock, the value of the authorized but unissued shares is insufficient to raise the additional capital necessary to continue our operations.

We incur direct and indirect costs associated with being a publicly traded company and complying with the Exchange Act’s filing and reporting requirements imposed on public companies. Our direct costs include legal, accounting, filing and printing fees that we incur in connection with the preparation, review, filing and dissemination of our public reports. The cost of this compliance has increased significantly with the implementation of the provisions of the Sarbanes-Oxley Act of 2002. We also incur substantial indirect costs as a result of, among other things, the executive time expended to prepare and review our public filings. As we have relatively few executive personnel, these indirect costs can be substantial.

5

However, for many years, we have derived minimal or no benefits from being a publicly traded SEC-reporting company. Our common stock has failed to attract significant interest from institutional investors or market research attention, which could have created a more active and liquid market for our common stock. Moreover, our common stock is quoted on the OTCQB, and stocks quoted on the OTCQB are often less liquid than stocks traded on national securities exchanges, not only in terms of the number of shares that can be bought and sold at a given price, but also in terms of delays in the timing of transactions and reduced coverage of such stocks by security analysts and the media. As a result, our common stock’s trading volume has remained extremely low, with trades occurring on only 5 of 64 trading days during our quarter ended March 31, 2015.

Relatively low trading volume of our shares and our low market capitalization has reduced the traditional liquidity benefits to our shareholders of being a public. In addition, our Board does not presently intend, or believe it is feasible, to raise capital through sales of securities in a public offering or to acquire other businesses or entities using stock as consideration. Accordingly, we are not likely to be able to make use of the advantages for raising capital, effecting acquisitions or other purposes that our status as a publicly-held reporting company is supposed to provide. For a more detailed discussion of the ways in which we have not enjoyed the benefits typically afforded public company status, please see “Special Factors—Reasons for the Transaction.”

In consummating the equity transactions noted above with Mr. Myhre, the Company has spent significant time and financial resources in appropriately valuing the transaction prices amid concerns about fairness to the Company’s minority shareholders. The Company has hired a valuation specialist on multiple occasions to assist with pricing equity transactions, as the minimal trading volume in the open market has not provided adequate information in the opinion of management. Such concerns would be less expensive and exhaustive of Company resources were the Company’s stock not publicly traded.

Additional legal and regulatory costs that relate to being a publicly-traded company include SEC filings and compliance, proxy solicitation and annual meeting coordination, and consultation with accountants and attorneys familiar with SEC and PCAOB regulatory compliance.

Due to the need for annual financial contributions from Mr. Myhre to meet our financial obligations, our Board, outside advisors, management, and Mr. Myhre have had discussions from time to time over the past several years regarding a number of strategic alternatives for the future of the Company. These discussions included a wide range of potential transactions and various methods by which the Company could be taken private, including by Mr. Myhre. See Special Factors—Alternatives to the Transaction” for a summary of alternatives considered.

In June 2014, members of Company management and the chairman of the Board were approached by, and participated in preliminary discussions, with a business broker who has expertise in the proprietary post-secondary education industry and was interested in representing the Company in a sale process. The preliminary discussions centered around the process that would be required to evaluate the market for a sale of the Company and the likely value that a buyer would be willing to pay for the Company in such potential sale. However, discussions with the business broker did not proceed beyond preliminary stages due to the low initial valuation proposed by the business broker, which was approximately $1 million to $5 million, at which range of prices the proceeds from the sale of the Company would have been paid entirely to Mr. Myhre as the holder of the Company’s outstanding shares of Series B Preferred Stock in order to meet the liquidation preference of such class of stock.

During November 2014, members of Company management made a proposal to an executive of a company in the proprietary post-secondary education industry, pursuant to which proposal the executive would make a $500,000 investment in the Company in exchange for a 10% equity interest and then join the Company’s management team as chief executive officer. The executive did not join the Company because he was not interested in leading a public company. The Company has conducted no further negotiations with this individual, and there is no expectation that the individual will join the Company following the closing of the Transaction.

By the fall of 2014, discussions regarding strategic alternatives for the Company began to focus on finding a means by which the Company could be taken private with the fewest administrative, regulatory and financial burdens to the Company, and management researched and analyzed with legal counsel the benefits and drawbacks of various alternatives.

In November 2014, management discussed with the Board management’s research and analysis of various alternatives by which the Company could be taken private. After discussing such analysis and the benefits and costs of the various alternatives, the Board approved the creation of a two-member Special Committee, composed of James Redpath and Robert Kramarczuk, the two independent Board members, to explore the alternative of going private through a reverse stock split. The Board placed no restrictions on the authority of the Special Committee to consider, approve or disapprove the Company going private through a reverse stock split. The Special Committee was granted authority to engage in discussions with professional advisors and to engage a financial advisor with respect to the potential going private transaction.

6

In December 2014, the Special Committee approved the engagement of Apex Financial Services, Inc. (“Apex”), an independent third-party valuation firm to assist in analyzing the feasibility of a reverse stock split by determining a range of potential per-share values that would be paid to the shareholders whose would be in the reverse stock split. The Special Committee chose Apex because its experience in providing valuations of this type and because Apex was familiar with the Company as a result of previously providing valuations reports of the Company in relation to Mr. Myhre’s capital contributions. The engagement was formalized by an engagement letter dated January 30, 2015.

On February 12, 2015, at a meeting of the Company’s Board, the Special Committee reported on the process it had conducted with regard to analysis of a potential transaction and the remaining process it would conduct to reach a determination regarding whether it would approve a going private transaction.

On February 13, 2015, the Special Committee held a meeting attended by members of the Special Committee and a representative of Fredrikson & Byron, P.A. (“Fredrikson”), which serves as legal counsel to the Company. Members of the Special Committee and legal counsel discussed the process by which a reverse stock split would be completed and the possible timing for such process. The Special Committee authorized Fredrikson to begin drafting a Schedule 13E-3 to demonstrate the types of disclosure that would be required to complete a going private transaction.

On March 13, 2015, Fredrikson distributed an initial draft of the Schedule 13E-3, including this Disclosure Document, to the Special Committee for review and discussion.

On March 16, 2015, Company management provided financial projections for the Company’s 2016-2019 fiscal years to Apex for purposes of Apex’s valuation analysis.

On March 19, 2015, the Special Committee held a meeting, attended by the members of the Special Committee and representatives of Fredrikson, to discuss the draft Schedule 13E-3 and the disclosure requirements related to the potential reverse stock split.

On April 6, 2015, the Special Committee held a meeting, attended by the members of the Special Committee and representatives of Apex and Fredrikson, to further discuss the progress of the valuation of the Company’s common stock. The representatives of Apex provided preliminary conclusions regarding the valuation. Members of the Special Committee then asked Apex questions about the valuation process conducted by Apex and the effective date of the valuation. The Special Committee directed Apex to provide a valuation report as of the end of the Company’s March 31, 2015 fiscal year, rather than as of the end of the December 31, 2014 fiscal quarter.

On April 20, 2015, the Special Committee held a meeting with representatives of Apex and Fredrikson to discuss Apex’s preliminary valuation analysis for the March 31, 2015 effective date. Apex provided the Special Committee with a summary of the methodology used in the valuation analysis and answered questions from the Special Committee regarding such methodology. Apex also informed the Special Committee that the valuation would provide a range of value for the Company’s common stock of negligible to $0.05 per share. Following the conference call, Apex distributed a draft of its valuation report to members of the Special Committee and Fredrikson for review.

On April 23, 2015, the Special Committee held a meeting with representatives of Fredrikson to discuss the draft valuation report provided by Apex. During the conference call, the Special Committee determined that, subject to receipt of the final report from Apex, proceeding with a reverse stock split at a valuation of $0.05 per pre-reverse split share would be substantively and procedurally fair to the shareholders, other than Mr. Myhre, whose entire shareholdings would be cashed out in the potential reverse stock split. The Special Committee also provided the draft report to Company management for review of Apex’s use of management’s projections and Company financial information.

On April 28, 2015, Apex provided the Special Committee with its final valuation report, which was substantively identical to the draft report, with non-substantive minor corrections and clarifications.

7

On April 29, 2015, after receipt of the final valuation report, the Special Committee held a meeting, attended by members of the Special Committee, representatives of Fredrikson, Mr. Myhre, and Mr. Myhre’s legal counsel, during which the Special Committee explained to Mr. Myhre that the Special Committee had made a preliminary determination that it will recommend a reverse stock split that would cash out the Company’s other shareholders based on a valuation of $0.05 per pre-reverse split share. The Special Committee also summarized for Mr. Myhre the valuation report provided by Apex and how it reached the $0.05 per share price. Mr. Myhre informed the Special Committee that he intended to support such transaction.

On May 5, 2015, Fredrikson circulated an updated draft of the Schedule 13E-3 that included a summary of the Apex valuation report and incorporated comments from Company management and the Special Committee and developments since the prior draft.

On May 6, 2015, the Special Committee held a meeting attended by representative of Fredrikson to further discuss the proposed Transaction. The Fredrikson representatives provided a summary of the process in considering the Transaction to date, including a discussion of fiduciary duties of the Special Committee and the Board, alternative methods to accomplish the objectives of the proposed Transaction, and the effects of the proposed Transaction, and participated in a question and answer session with the Special Committee regarding those topics. The Special Committee also discussed issues relating to the advantages and disadvantages of the proposed the Transaction, alternatives to the Company, and the fairness to shareholders whose entire shareholdings would be cashed out in such a Transaction, and the remaining shareholder. The Special Committee then: (i) determined that the Transaction, as preliminarily approved by the Special Committee on April 29, 2015 is substantively and procedurally fair and in the best interests of the Company, our shareholders who will be cashed out in the Transaction, and Mr. Myhre; (ii) approved the Transaction, including the fairness of the amount to be paid to shareholders whose stock would be entirely cashed out, which is intended to be all shareholders other than Mr.Myhre; and (iii) resolved to recommend the Transaction to the full Board.

Immediately following the May 6, 2015 meeting of the Special Committee, the full Board held a meeting, attended by all of its members and by representatives of Fredrikson, to discuss the conclusions and recommendations of the Special Committee. The Board engaged in a discussion regarding the Special Committee’s recommendation, including the Special Committee’s deliberation process, the advantages and disadvantages of the proposed Transaction to the Company and its shareholders, the fairness of the proposed Transaction to both the shareholders who will be entirely cashed out and Mr. Myhre, the consideration to be paid to shareholders whose entire shareholdings would be cashed out in the reverse stock split, and the expected effects of the Transaction. Following this discussion, the Board, other than Mr. Myhre who abstained, unanimously adopted and approved the Transaction as recommended by the Special Committee.

Purpose of the Transaction

The purpose of the Reverse Stock Split is to allow us to terminate the registration of our common stock under the Exchange Act and to become a privately-held company with ownership of all of our outstanding equity securities vested in Mr. Terry L. Myhre.

As a result of the termination of our registration and reporting obligations under the Exchange Act:

● We would not be required, and we do not intend, to file annual, quarterly and current reports which are due after we file the notice of termination of registration. We currently file Annual Reports on Form 10-K, which include our audited year-end financial statements, Quarterly Reports on Form 10-Q, which include unaudited quarterly and year-to-date financial statements, and Current Reports on Form 8-K, which report significant events.

● We would not be required to file a proxy or information statement in connection with a meeting of shareholders or with an information statement in connection with action taken without a meeting.

● We would not be subject to the provisions of Sarbanes-Oxley.

● Our officers, directors and 10% shareholders would not be required to file beneficial ownership reports on Forms 3, 4 and 5.

● Holders who beneficially own 5% or more of our common stock would not be required to file statements of beneficial ownership on Schedule 13D or 13G.

8

As a result of becoming a privately-held company, owned entirely by Mr. Myhre.

● The Company would not be required to incur the expense of engaging a valuation expert in connection with capital contributions from Mr. Myhre, which have been required annually in recent years.

● The Company will be able to more easily share resources with other entities owned or controlled by Mr. Myhre.

Following the consummation of the Transaction and the deregistration of the Company’s common stock, the Company anticipates that it will simplify its corporate governance structure, including reducing the size of the Board and eliminating the Board’s independent committees.

Reasons for the Transaction 

Our equity ownership is highly concentrated, with Mr. Myhre having beneficial ownership of approximately 96.5% of our outstanding shares of common stock.  This ownership and management structure in a public reporting company exacerbates our compliance costs (which average approximately $200,000 per year in the aggregate and which we have tried to reduce by seeking competitive pricing from professional service providers, insurance carriers, financial printers, and transfer agents), resulting in us incurring significant, fixed public company costs for the ostensible benefit of a disproportionately small group of shareholders (in terms of ownership percentage). In addition, as a result of our concentrated ownership, a number of our remaining shareholders hold extremely small, illiquid positions in the Company, which are difficult to sell (with or without incurring meaningful brokerage costs). Moreover, as Mr. Myhre has been required to make capital contributions to the Company to provide for the Company’s continuing operations and to ensure that the Company meets certain federal regulatory requirements, the Company has been required to incur expense in valuing the Company’s shares to ensure that such transactions are fair to the remaining shareholders. The Reverse Split ratio of 3,384,409 for 1 was determined with the intent of ensuring that Mr. Myhre will be the Company’s only shareholder following the Transaction and that Mr. Myhre would only be entitled to a de minimus amount of cash in exchange for fractional shares.

Our Board of Directors and Special Committee determined to implement the Reverse Split at this time, as opposed to earlier or later, because of the confluence of a number of the factors discussed above, including the cost savings relating to terminating our registration under the Exchange Act being highly attractive in the current operating environment and our trading market being thin and progressively more so and the benefit of greater flexibility that would be available to Broadview as a private company solely owned by Mr. Myhre; however, no specific factor was determinative in connection with the timing of the Reverse Split.  In addition, Mr. Myhre expressed a desire to be the sole shareholder of the Corporation pursuant to the terms of the Reverse Stock Split.

In addition to the benefits to the Company, the Transaction will provide all shareholders other than Mr. Myhre with an efficient way to cash out their investment because we will pay all transaction costs in connection with the Transaction, pay a price for the shares that is above recent trading prices and at the top of the range of per-share values from Apex’s Valuation Report, and provide a means of liquidity in an illiquid market. Without the Transaction, shareholders with small holdings would likely incur brokerage fees that are disproportionately high relative to the market value of our common stock and, as a result of the illiquid trading market, would likely need to sell significantly below any reported market price to liquidate their holdings or spend significant time looking for a purchaser for their holdings.

Fairness of the Transaction 

In the course of reaching its decision to implement the Transaction, the Special Committee, on behalf of the Company and the Board, considered various factors that would affect the shareholders whose shares will be cashed-out in the Transaction. The Special Committee, on behalf of the Company, made its determination that the Transaction was fair to the shareholders that will be cashed-out in the Transaction. The Special Committee’s determination was based on the following factors:

The following factors, favorable to the determination that the Transaction is fair to the shareholders whose entire shareholdings will be cashed out, were considered by the Special Committee:

• the financial valuation report of Apex Financial Services, Inc. (“Apex”), that, as of March 31, 2015, the effective date of the appraisal contained therein, considering the results of the report taken as a whole, without attributing any particular weight to or reaching a conclusion based on any specific analysis, the final implied equity value range of the Company’s common stock is negligible to $0.05 per share;

9

• the cash value of $0.05 per share being paid to shareholders whose entire shareholdings will be cashed out in the Transaction is at the top of the range of Apex’s valuation report;

• the current market price of our common stock on the OTCQB;

• the historical market prices of our common stock on the OTCQB for the past three years;

• the value being paid to the shareholders whose entire shareholdings will be cashed out in the Transaction is 67% higher than the reported market price of the Company’s common stock, based on the $0.03 closing price on May 05, 2015 (the date immediately preceding the date of the most recent determination by the Special Committee of the fairness of the Transaction), supporting the Special Committee’s determination of the fairness of the consideration to be paid to shareholders who will receive a cash payment in lieu of fractional shares in the Reverse Split; and

• the ability of smaller shareholders to receive cash for their shares without being burdened by disproportionately high service fees or brokerage commissions and without incurring the difficulty in finding a buyer for their holdings in an illiquid market.

As stated above, if we cease being a public company and being subject to the reporting requirements under the Exchange Act, we estimate that our cash savings will be approximately $200,000 per year, including legal, accounting and printing fees attributable to such reporting requirements. Moreover, cessation of such reporting requirements will avoid the need for management to spend significant time and effort preparing and reviewing our Exchange Act filings.

The most weight was given to the factors relating to the price to be paid for fractional shares and to the disproportionate public company costs and expenses relative to our size that we currently incur.

The following factors, disfavorable to the determination that the Transaction is fair to the shareholders whose entire shareholdings will be cashed out, were also considered by the Special Committee:

• following the Transaction, all of the shareholders other than Mr. Myhre will cease to hold any equity interest and will lose their ability to participate in our future growth, if any, or benefit from increases, if any, in the value of our common stock;

• the Transaction is being effected under the MBCA without the approval of at least a majority of unaffiliated shareholders;

• the Board or Special Committee did not select an independent representative to act solely on behalf of the independent shareholders, which, coupled with the lack of shareholder vote, gave unaffiliated shareholders no say in negotiating the terms of the Transaction; and

• the payment in lieu of fractional shares is a taxable transaction for shareholders to the extent that the cash payment exceeds their tax basis in Company common shares.

The Special Committee did not consider the following factors for the reasons stated below:

• purchase prices paid by the Company for shares of its common stock in the past two years, because the Company did not make any such purchases;

• the per-share values of the capital contributions by Mr. Myhre, including his recent warrant exercise at an exercise price of $0.50 per share, because the capital contributions by Mr. Myhre were intended solely to ensure the Company had sufficient capital to fund its operations and to meet regulatory requirements and were not negotiated in a manner intended to ensure that Mr. Myhre received Company securities with a market value equal to his contribution;

• any firm offers during the past two years for the merger or consolidation of the Company, the sale or other transfer of all or substantially all of the Company’s assets, or the purchase of the Company’s common stock that would enable the holder to exercise control of the Company because, although the Company has periodically engaged in preliminary discussions with third parties for this type of transaction, the Board and the Special Committee did not consider any of the discussions to have reached the level of firm offers and none were on terms that the Board or the Special Committee believed would be in the best interests of the Company or our shareholders;

10

• the liquidation value of the Company, because the Special Committee did not believe that this measurement would be representative of the Company’s value or meaningful to its analysis, since the Company is an active business, and the Board has not considered a liquidation as a potential strategic alternative; and

• the net book value of the Company, because the Special Committee believed that this value would under-represent the true value of the Company, as it is a measurement of only the assets of the business at a point in time, without taking into account the value of the business as an operating entity and its future prospects.

The Special Committee, on behalf of the Company, determined that the Transaction was procedurally and substantively fair to our shareholders who will be cashed-out in the Transaction.

Following the review and evaluation of the Transaction by the Special Committee, (i) the Board, with Mr. Myhre abstaining due to his interest in the transaction, and (ii) Mr. Myhre, acting in his personal capacity, both adopted the factors, analysis, and conclusions of the Special Committee and determined that the Transaction was fair to the Company’s shareholders whose entire shareholdings will be cashed out in the Transaction. The Board and Mr. Myhre each believe that the reverse stock split is substantively and procedurally fair to the shareholders of the Company whose entire shareholdings will be cashed out in the Transaction. The Board and Mr. Myhre have each adopted the analysis and conclusions of Apex Financial Services, Inc. with regard to the material factors on which it based its Valuation Report.

MBCA Section 302A.402, Subd. 2 provides that the Board alone, without shareholder approval, may authorize a share division or combination if, as a result of the proposed share division or combination:

(1)	the rights or preferences of the holders of outstanding shares of any class or series will not be adversely affected; and
(2)	the percentage of authorized shares of any class or series remaining unissued after the division or combination will not exceed the percentage of authorized shares of that class or series that were unissued before the division or combination.

With respect to the requirements of paragraph (1) above, Section 302A.402, Subd. 4 of the MBCA provides that “an increase or decrease in the relative voting rights of the shares that are the subject of the division or combination that arises solely from the increase or decrease in the number of shares outstanding is not an adverse effect on the outstanding shares of any class or series.” We will file amendments to our Articles of Incorporation adjusting our authorized common stock to reflect the effects of the Reverse Split so that the requirements of paragraph (2) above are met. In addition, Section 302A.402, Subd. 4 of the MBCA provides that “any increase in the percentage of authorized shares remaining unissued arising solely from the elimination of fractional shares under Section 302A.423 must be disregarded.”

MBCA Section 302A.423, Subd. 1(b) expressly provides that, in lieu of issuing fractional shares, a corporation may “pay in money the fair value of the fractions of a share as of the time when persons entitled to receive the fractions are determined.” The Special Committee has determined that the consideration to be paid to shareholders who would otherwise own fractional shares after the Reverse Split is fair, from a financial point of view, to such shareholders.

The Transaction is being effected without the procedural safeguards set forth in Item 1014(c) and (d) of Regulation M-A, which include approval of the Transaction by the shareholders of the Company and the majority of directors who are not employees of the Company retaining an unaffiliated representative to act solely on behalf of the unaffiliated shareholders. However, in an effort to ensure procedural fairness to the unaffiliated shareholders, the Board appointed Messrs. Redpath and Kramarczuk, the independent directors on the Board, to constitute the Special Committee to review and evaluate a going private transaction and to determine a fair price to be paid to the shareholders whose entire shareholdings will be cashed out should we complete the Transaction. The Board determined that these directors are “independent” directors under Nasdaq listing standards. The Board placed no restrictions on the authority of the Special Committee to consider, approve or disapprove the Transaction.

The Valuation Report of Apex Financial Services, Inc. is filed as Annex A to this Disclosure Document.

Alternatives to the Transaction:

Prior to appointing the Special Committee to evaluate the Reserve Split, the Board considered the following alternatives to the Transaction to accomplish the purpose described above in “Purpose of the Transaction,” each of which was ultimately rejected because of its disadvantages:

11

• Sale of the Company. Our management and Board have from time to time engaged in discussions with third parties relating to a potential sale of the Company, which discussions have centered on the value that a buyer would likely be willing to pay for the Company and the method by which the Company would be marketed to potential purchasers. However, the Board determined that no prospective transactions were likely to be completed on terms that would be in the best interests of the Company or our shareholders as a result of the low valuations proposed by business brokers and the significant costs involved with a sale of the Company as a percentage of those low valuations.

• Issuer Tender Offer. The Board also considered the feasibility of an issuer tender offer to repurchase the shares of common stock held by our shareholders other than Mr. Myhre. Although the voluntary nature of such a transaction may have been an advantage for our shareholders, we would have no assurance that the transaction would result in a sufficient number of shares being tendered. In addition, the going private rules regarding the treatment of our shareholders in a tender offer, including pro-rata acceptance of offers from our shareholders, make it difficult to ensure that all shareholders other than Mr. Myhre accepted the tender. In terms of timing, such a tender offer, especially after giving effect to any extensions of deadlines for tendering shares, would likely necessitate a longer timeframe than that of the Reverse Split. Moreover, the costs associated with a tender offer would have been significantly greater than the costs of the Reverse Split, reducing the amount available for payments to shareholders whose holdings will be entirely cashed out in the transaction.

• Short Form Merger. In addition, the Board considered a short-form merger between the Company and an entity that would be formed to hold Mr. Myhre’s Company securities. However, the Board did not pursue this alternative further due to the risk of triggering state anti-takeover laws or other regulatory concerns as a result of the transfer of Mr. Myhre’s shares to a corporation or other entity prior to such merger. Moreover, the costs of a short form merger would have been significantly greater than the costs of the Reverse Split.

• Stock Repurchase Program. The Board also considered undertaking a periodic stock repurchase program to enable us to reduce our number of shareholders to below 300. As with the tender offer, the voluntary nature of such a program may have been an advantage for our shareholders, but we would have no assurance that the program transactions would result in a sufficient number of shares being repurchased to reduce our number of shareholders, such a program would likely take an extended period of time, and we would have no assurance of success.

Effects of the Transaction 

Effects of the Transaction on our Shareholders. Based on information available to us, we estimate that the Transaction will reduce the total number of record shareholders of our common stock from approximately 400 to one, namely Mr. Terry L. Myhre. The reduction in the number of our record shareholders below 300 will enable us to terminate the registration of our common stock under the Exchange Act and suspend our periodic reporting requirements.

We intend to apply for termination of registration of our common stock under the Exchange Act as soon as practicable following completion of the Transaction. However, the Board reserves the right, in its discretion, to abandon the Transaction prior to the proposed Effective Date if it determines that abandoning the Transaction is in our best interests and the best interests of our shareholders.

When the Transaction is consummated, all shareholders other than Mr. Myhre will no longer have any equity interest and will not participate in our future earnings or any increases in the value of our assets or operations. Thus, only Mr. Myhre will benefit from any future increase in our earnings.

Effects of the Transaction on our Affiliates. As described herein, Mr. Myhre, our controlling shareholder and the Chair of the Board of Directors, will become the sole shareholder of the Company following the Transactions. The Company’s other officers and directors will each have his shares of Company common stock entirely cashed out in the Transaction on the same terms as the Company’s other shareholders.

Financial Effects of the Transaction. Completion of the Transaction will require us to spend approximately $135,000, which includes legal, financial, accounting and other fees and costs related to the Transaction. This estimate does not include the cost of the aggregate cash payment to shareholders when all fractional share interests are cashed out, which aggregate payment we estimate will be approximately $175,000. These costs will be offset by the costs we would otherwise incur as a public company to comply with SEC reporting requirements, which we estimate to be approximately $200,000 per year. As a result, we may have decreased working capital immediately following the Transaction and this could have a material adverse effect on our liquidity, results of operations and cash flow. We expect to pay these amounts from cash on hand.

12

Reports, Opinions or Appraisals 

Valuation Report of Financial Advisor 

The Special Committee engaged Apex Financial Services, Inc. (“Apex”) on January 30, 2015 to provide financial advisory services in connection with the Transaction. On April 28, 2015, Apex delivered a final valuation report (the “Valuation Report”) to the Special Committee, which reviewed and analyzed the value of our common stock as of March 31, 2015, the end of our most recently-completed fiscal period.  The Valuation Report was used by the Special Committee to arrive at the per share price and to assess the fairness of the per share price to be paid to the shareholders whose entire shareholdings will be cashed out in the Transaction.

The Special Committee retained Apex in part because Apex regularly engages in the valuation of businesses that are similar in size to us, across a range of industries, in connection with mergers and acquisitions, leveraged buyouts, and going private transactions and is experienced in providing independent appraisals and valuations. Additionally, the Company has previously engaged Apex for various valuation services on three separate occasions during the past three years in relation to equity transactions ultimately consummated between the Company and Mr. Myhre (the “Prior Engagements”).

The Apex Valuation Report was provided to the Special Committee and the Board and addressed the value of our common stock based on the total equity value of the Company as of the end of our March 31, 2015 fiscal year. The total equity value was determined through use of an income approach, which consisted of a discounted cash flow analysis, and a market approach, which included an analysis of the value of comparable public companies. An analysis of similar transactions was not conducted due to a limited number of transactions and material differences in the size of the identified target businesses relative to the Company. After determination of the total equity value of the Company, such value was analyzed in the context of a sale of a controlling interest in the Company and the sale of a marketable non-controlling interest in the Company, with the resulting values then allocated between the Company’s outstanding Series B Preferred Stock and common stock using the option pricing method. The Valuation Report determined that the market value of the Company’s common stock on a controlling interest basis was negligible to $0.01 per share and the market value of the Company’s common stock on a marketable non-controlling interest basis was $0.02 to $0.05 per share.

Apex’s Valuation Report did not address the merits underlying our business decision to enter into the Transaction, did not constitute a recommendation to the Special Committee or the Board as to whether the Transaction should be approved by the Special Committee or the Board, and did not constitute a recommendation of whether our shareholders should or should not exercise dissenters’ rights with regard to the Transaction.

We have agreed to pay Apex a fee based upon the hourly rates of the Apex staff members contributing to the Valuation Report, which hourly fees are estimated to total $35,000, plus reimbursement of its out-of-pocket expenses, for providing its Valuation Report and related financial advisory services. No portion of Apex’s fee is contingent upon the conclusions reached in its Valuation Report or upon consummation of any transaction. We have agreed to indemnify and hold harmless Apex, and its shareholders, directors, officers, employees, and associates against all charges or legal actions resulting from the engagement of Apex by the Special Committee.  No person or entity employed by or associated with Apex owns the stock of, or trades the securities of, or has any financial interest in, us or any related entities. The Company has paid Apex $50,085 during the past three years in relation to the Prior Engagements. Other than the Prior Engagements, during the past two years no material relationship existed and no other compensation was received or is to be received as a result of any relationship between Apex, its affiliates, and/or unaffiliated representatives and Broadview or its affiliates. Apex may in the future seek to provide business valuation and related consulting services to us for which Apex would expect to receive customary compensation.

The complete text of the Apex Valuation Report is attached to this Disclosure Document as Annex A, and the foregoing summary of the Valuation Report is qualified in its entirety by reference to that Valuation Report, as attached as Annex A. We urge you to read the Valuation Report carefully for a description of the procedures followed, the factors considered, and the assumptions made.

Related Party Transactions 

On March 30, 2015, the Company issued 4,500,000 shares of the Company’s common stock, $0.01 par value per share, to Mr. Myhre. Mr. Myhre exercised rights under a previously-issued Warrant to purchase the shares and paid an aggregate exercise price of $2,225,000. The March 30, 2015 transaction was executed largely due to the Company’s continued need for financial support from Mr. Myhre. The Company and Mr. Myhre have completed similar cash-infusing equity transactions during the past few fiscal years, primarily due to the Company’s deteriorating financial condition over this time period. The Company is subject to certain regulatory requirements surrounding its financial condition, and such transactions have enabled the Company to remain compliant, as well as to continue to meet its current financial obligations. The similar transactions noted above in recent years have exhausted the authorized shares of the Company that are available for issuance in consideration for such capital contributions from Mr. Myhre, so it was determined that the partial exercise of the outstanding Warrant was the most efficient manner for Mr. Myhre to provide additional funds.

13

Certain students of Broadview University, a wholly-owned subsidiary of the Company, received funding toward the cost of their education from Myhre Investments, LLC, an entity owned by Mr. Myhre. Myhre Investments, LLC had $1,633,054 and $1,337,256 in loans outstanding to Broadview University students at December 31, 2014 and March 31, 2014.

Broadview University is a party to a lease agreement with Myhre Holdings-Utah, LLC, an entity wholly-owned by Myhre Holdings, Inc., which is owned by the heirs of Mr. Myhre, including Company Chief Executive Officer (“CEO”) Jeffrey Myhre. Under the agreement, Broadview University leases a 31,200 square foot building located in Layton, Utah. The lease is for an initial period of ten years with two additional five-year renewal options. The agreement is a “triple net” lease with monthly base rent of $36,400 and an initial security deposit of $32,500. Broadview Institute, Inc. guaranteed the lease. Rent expense for the Layton facility was $109,200 and $327,600 for each of the three and nine month periods ended December 31, 2014 and 2013.

Broadview University is a party to a lease agreement with Myhre Holdings-Orem, LLC, an entity wholly-owned by Myhre Holdings, Inc. Under the agreement, Broadview University leases a 31,200 square foot building located in Orem, Utah. The lease is for an initial period of ten years with two additional five-year renewal options. The agreement is a “triple net” lease with monthly base rent of $51,400 and an initial security deposit of $48,100. Broadview Institute, Inc. guaranteed the lease. Rent expense for the Orem facility was $154,200 and $462,600 for the three and nine months ended December 31, 2014, and $154,200 and $449,400 for the three and nine months ended December 31, 2013.

Broadview University is a party to a lease agreement with Myhre Holdings-Meridian, LLC, an entity wholly-owned by Myhre Holdings, Inc. Under the agreement, Broadview University leases a 31,200 square foot building located in Boise, Idaho. The lease is for an initial period of ten years with two additional five-year renewal options. The agreement is a “triple net” lease with monthly base rent of $39,000. Rent expense for the Boise facility was $117,000 and $351,000 for each of the three and nine month periods ended December 31, 2014 and 2013.

The Company utilizes executive, administrative, accounting and consulting services provided by Globe University (“GU”) and the Minnesota School of Business (“MSB”) (collectively “GU/MSB”), companies owned by Mr. Myhre and CEO Jeffrey Myhre, pursuant to a Service Level Agreement (the “SLA”) between the Company and GU/MSB. Some of the services provided by GU/MSB under this arrangement include chief financial and chief executive officer services, information technology support, finance and accounting services, human resources support, student financial aid consulting and curriculum consulting. The SLA automatically renews for one-year periods every July, but may be terminated by either party upon 30 days’ notice.

The Company incurs a monthly management fee payable to GU/MSB under the terms of the SLA. This fee is negotiated based on analysis of the cost and scope of services provided. Such analysis is performed as deemed necessary by either party, or annually at a minimum. The Board approves any changes to the monthly fee. The monthly management fee was established at $50,000 effective October 2, 2012. Management believes the monthly charges under the SLA are competitive with, or less than, what the Company would have to pay to provide these services or to obtain them from another third party.

The Company, GU and MSB also may reimburse each other for miscellaneous expenditures made by one entity on another entity’s behalf that are outside the scope of the SLA disclosed above. The Company participates in employee benefit plans, including a self-insured health plan, that are administered by the same service providers as GU and MSB. Claim and benefit payments for the Company’s employees under these plans are made by MSB to the service providers and the Company reimburses MSB for payments made on the Company’s behalf.

The Company utilizes the same third-party provider as GU and MSB for student book sales. MSB is invoiced for books purchased by MSB, GU and Broadview students using financial aid vouchers. Commission payments are remitted by the third-party provider to MSB for all textbook sales. The Company then reimburses MSB for the Company’s net liability.

During the year ended March 31, 2014, the Company began purchasing digital learning content, including electronic learning devices, through the same vendors as GU and MSB. Payments to the vendors are made by MSB, and the Company reimburses MSB for such purchases made on the Company’s behalf.

14

The following table summarizes the related party transactions with MSB for the years ended March 31, 2014 and 2013 and the nine months ended December 31, 2014:

							Nine Months
							Ended
	Year Ended March 31,						December 31,
	2014			2013			2014
Balance due to MSB - beginning of period	$	674,465		$	118,173		$	134,802
Management fees charged by MSB		600,000			750,000			450,000
Benefit claims paid by MSB		575,856			834,336			457,052
Textbook purchases by MSB		177,576			822,533			9,286
Digital learning resources purchased by MSB		918,819			-			546,367
Other miscellaneous transactions, net		(213,906	)		(138,088	)		(9,905	)
Broadview payments to MSB		(2,598,008	)		(1,712,489	)		(1,394,788	)
Balance due to MSB - end of period	$	134,802		$	674,465		$	192,814

       The following table summarizes the related party transactions with GU for the years ended March 31, 2014 and 2013 and the nine months ended December 31, 2014: 

							Nine Months
							Ended
	Year Ended March 31,						December 31,
	2014			2013			2014
Balance due from GU - beginning of period	$	-		$	-		$	-
Textbook commissions received by GU		-			178,679			-
Other miscellaneous transactions, net		(4,853	)		20,307			(8,444	)
Broadview payments (from) to GU		4,853			(198,986	)		8,444
Balance due from GU - end of period	$	-		$	-		$	-

Shareholder Approval 

The Transaction has been approved by the Special Committee and the Board. No vote of our shareholders is required to effectuate the Transaction. Pursuant to Section 302A.402 of the MBCA, we may effect a share division or combination without shareholder approval so long as (i) the rights or preferences of the holders of outstanding shares of any class or series will not be adversely affected and (ii) the percentage of authorized shares of any class or series remaining unissued after the division or combination will not exceed the percentage of authorized shares of that class or series that were unissued before the division or combination. For purposes of the requirement set forth in paragraph (ii), the MBCA provides that any increase in the percentage of authorized common stock remaining unissued arising solely from a corporation’s cancellation of fractional shares in accordance with Section 302A.423 of the MBCA will be disregarded. In addition, Section 302A.423 of the MBCA provides that a corporation shall not pay money for fractional shares if that action would result in the cancellation of more than 20% of the outstanding shares of a class or series. Based upon our review of our list of shareholders of record furnished to us by American Stock Transfer & Trust Company, our transfer agent, as well as an analysis we have conducted taking into account information furnished to us by Broadridge Financial Solutions, Inc. concerning shareholders who beneficially own their stock in street name, referred to as non-objecting beneficial owners and objecting beneficial owners, we have determined that the Reverse Split will not result in the cancellation of more than 20% of the outstanding shares of any class or series.

15

The Articles of Amendment to our Articles of Incorporation to be filed in connection with the Transaction will contain a statement that the amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares of any class or series that remains unissued after the combination exceeding the percentage of authorized shares of that class or series that were unissued before the combination.

Dissenters’ Rights

Pursuant to Sections 302A.471 and 302A.473 of the MBCA, any shareholder who will receive cash in lieu of fractional shares as part of the Transaction but believes that such cash payment does not represent the fair value of the shares being cashed out in the Transaction is entitled to dissent from the Transaction and to have a court determine the fair value of the shares. In the context of the Reverse Split, the MBCA provides that shareholders may elect to exercise their dissenters’ rights to have the Company purchase pre-Reverse Split shares that would become fractional shares as a result of the Reverse Split for a cash price that is equal to the “fair value” of such shares, as determined in a judicial proceeding in accordance with the provisions of Section 302A.473 of the MBCA. The fair value of the shares of any shareholder means the value of such shares immediately before the effective date of the Reverse Split.

Sections 302A.471 and 302A.473 of the MBCA are set forth in their entirety in Exhibit A of Annex B to this Disclosure Document. If you wish to exercise your dissenters’ rights or preserve the right to do so, you should carefully review Annex B to this Disclosure Document. If you fail to comply with the procedures specified in the MBCA in a timely manner, you may lose your dissenters’ rights. Because of the complexity of those procedures, you should seek the advice of counsel if you are considering exercising your dissenters’ rights.

Shareholders who perfect their dissenters’ rights by fully complying with the procedures set forth in the MBCA will have the fair value of their shares determined by a Minnesota state court and will be entitled to receive a cash payment equal to such fair value. Any such judicial determination of the fair value of shares could be based upon any valuation method or combination of methods the court deems appropriate. The value so determined could be equal to, more than or less than the $0.05 per share to be paid in connection with the Reverse Split. Shareholders who properly exercise dissenters’ rights may be entitled to receive interest commencing five days after the effective time of the Transaction on the amount determined to be the fair value of their shares.

Included as Annex B to this Disclosure Document is the Company’s notice to you of dissenters’ rights (the “Dissenters’ Rights Notice”). The Dissenters’ Rights Notice contains (i) the address to which a “Demand for Payment Under Dissenters’ Rights” and share certificates must be sent in order to properly and timely commence your exercise of dissenters’ rights if you choose to exercise dissenters’ rights, and the date by which they must be received; (ii) restrictions on transfer of shares that will apply after a Demand for Payment Under Dissenters’ Rights is received; (iii) a form to certify the date the shareholder acquired beneficial ownership of the shares and to so demand payment under dissenters’ rights; and (iv) a copy of Sections 302A.471 and 302A.473 of the MBCA and a brief description of the procedures that a shareholder must follow to exercise dissenter’s rights.

In order to maintain eligibility to exercise dissenters’ rights under the MBCA, you must submit the demand for payment and deposit certificated shares within 30 days of the date that the Dissenters’ Rights Notice included as Annex B to this Disclosure Document was mailed to you or, if you are a beneficial and not record holder, was mailed to your record holder.

Within 60 days after deposit of the certificates, the Company must pay each dissenter who properly complied with the provisions of the MBCA the amount the Company estimates to be the fair value of such shares, plus interest commencing five days after the effective date of the Reverse Split. The rate of interest, as prescribed by Minnesota law, will be simple interest at the rate of 4% per annum. The payment will be accompanied by the following: (i) the most recent annual financial statements the and the most recent interim financial statements for the Company; (ii) an estimate by the Company of the fair value of the shares and a brief description of the method used to reach the estimate; and (iii) a copy of Sections 302A.471 and 302A.473 and a brief description of the procedure to be followed in demanding supplemental payment if the dissenting shareholder believes he is entitled to more. If the Company does not deliver payment within 60 days of deposit of certificates, the Company shall return all deposited certificates. However, the Company may give notice under Section 302A.473, subdivision (4) again at a later date.

If a dissenting shareholder believes that the Company’s payment is less than the fair value of the shares plus interest, then the dissenting shareholder may, within 30 days of such payment, notify the Company in writing of the dissenting shareholder’s own estimate of the fair value of the dissenting shares and the amount of interest due, and demand payment of such estimate, less any payments made by the Company. If a dissenting shareholder submits a written demand as set forth above and the Company accepts the offer to purchase the shares at the offer price, then the shareholder will be sent a check for the full purchase price of the shares within 60 days of receiving the demand.

16

If a shareholder’s demand for additional payment remains unsettled, the Company is to commence a proceeding in Minnesota district court within 60 days after receiving the demand. Each dissenter who is made a party to the proceeding shall be entitled to a judgment in the amount, if any, by which the court finds the fair value of the dissenting shares, plus interest, exceeds the amount paid by the Company. If a proceeding is commenced to determine the fair value of the common stock, the costs of such proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court, shall be assessed against the Company, unless the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding additional payment. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable (i) against the Company if the court finds that the Company did not comply substantially with Section 302A.473 or (ii) against either the Company or a dissenting shareholder, if the court finds that such party acted arbitrarily, vexatiously or not in good faith in bringing the proceeding.

A person having a beneficial interest in shares that are held of record in the name of another person, such as a broker, fiduciary, depository or other nominee, must act to cause the record holder to follow the requisite steps properly and in a timely manner to perfect dissenters’ rights of appraisal. If the shares are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depositary or other nominee, the written demand for dissenters’ rights of appraisal must be executed by or for the record owner. If shares are owned of record by more than one person, as in joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal for a shareholder of record, provided that the agent identifies the record owner and expressly discloses, when the demand is made, that the agent is acting as agent for the record owner. If a shareholder owns shares through a broker who in turn holds the shares through a central securities depository nominee such as CEDE & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as the record holder of such shares.

A record holder, such as a broker, fiduciary, depository or other nominee, who holds shares as a nominee for others, will be able to exercise dissenters’ rights of appraisal with respect to the shares held for all or less than all of the beneficial owners of those shares as to which such person is the record owner. In such case, the written demand must set forth the number of shares covered by the demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares outstanding in the name of such record owner.

The foregoing summary of the rights of dissenting shareholder under the MBCA does not purport to be a complete statement of the procedures to be followed by shareholder desiring to exercise any dissenters’ rights of appraisal rights available under the MBCA. The preservation and exercise of dissenters’ rights of appraisal require strict adherence to the applicable provisions of the MBCA, and the foregoing summary is qualified in its entirety by reference to Annex B to this Disclosure Document.

The Company has not made any provision to obtain counsel or appraisal services for the shareholders who will be cashed out in the Transaction.

Access Rights 

We have made no provision in connection with the Transaction to grant our unaffiliated shareholders access to our corporate files or to obtain counsel or appraisal services at our expense.

Source and Amount of Funds 

The following is an estimate of the costs that we have incurred or expect to incur in connection with the Transaction, but does not include the cost of the aggregate cash payment to shareholders who will be cashed out in the Transaction, which we estimate will be approximately $175,000. Final costs of the Transaction may be more or less than the estimates shown below.

Legal fees	$	88,000
Transfer and exchange agent fees	$	1,000
Printing and mailing costs	$	10,000
SEC filing fees	$	20
Appraisal fees	$	35,000
Miscellaneous	$	980
Total	$	135,000

We expect to pay the estimated costs, including the amounts to be paid to shareholders who will be cashed out in the Transaction, out of our currently available cash.

17

BACKGROUND

The Filing Persons

The filings persons under Rule 13e-3 of the Exchange Act are (i) Broadview Institute, Inc., the subject company, and (ii) Mr. Terry L. Myhre, the Company’s controlling shareholder and the chairman of the Board. The principal executive office and telephone number of the Company, as well as the business address and telephone number of Mr. Myhre, are 8147 Globe Drive, Woodbury, MN 55125, Tel: (651) 332-8000.

Structure of the Transaction 

The Special Committee and the Board have authorized the Transaction. The Transaction consists of a 1-for-3,384,409 reverse split, such that shareholders owning fewer than 3,384,409 shares of common stock on the Record Date, which is planned to be all shareholders other than Mr. Myhre, will have all of their shares cancelled and converted into the right to receive the cash consideration set forth herein. The Transaction is intended to take effect on the date we file articles of amendment to our Articles of Incorporation with the Secretary of State of the State of Minnesota, or on any later date that we may specify in such articles of amendment, which we will refer to as the Effective Date and which date will be the same date as the Record Date.

As of the Effective Date, we will effect the Reverse Split, pursuant to which a holder of 3,384,409 shares of our common stock on the Record Date will hold one share of the common stock immediately after the Reverse Split. Any shareholder owning fewer than 3,384,409 shares of the common stock on the Record Date, which is planned to be all shareholders other than Mr. Myhre, will receive only the right to receive cash in exchange for the resulting fractional share thereof and will no longer be a shareholder of the Company. A shareholder owning 3,384,409 or more shares of common stock immediately before the Transaction, which is expected to be only Mr. Myhre, will receive the number of whole shares of Common Stock resulting from Reverse Split and a cash payment for any fractional shares, which for Mr. Myhre is expected to be de minimus. Following the Transaction, we expect that Mr. Myhre, currently our controlling shareholder and the chairman of the Board of Directors, will be our sole shareholder.

The Special Committee and the Board have set the cash consideration for cashed out fractional shares to be $0.05 for each pre-split share of common stock that is cashed out. The Special Committee determined this value in good faith, based upon factors the Special Committee deemed relevant, including the range of values determined by Apex Financial Services, Inc. in its valuation report of the Company as of March 31, 2015.

The Transaction is considered a “going private” transaction as defined in Rule 13e-3 promulgated under the Exchange Act because it is intended to and, if completed, will likely terminate the registration of our common stock under Section 12(g) of the Exchange Act and suspend our duty to file periodic reports with the SEC. In connection with the Transaction, we have filed with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3.

The Company’s Securities

On May 8, 2015, there were approximately 400 record holders of our common stock, not including holders in street name, and 87,976,252 shares of our common stock outstanding. Our common stock is not listed on an exchange; however, market quotes for our common stock are available on the OTCQB under the symbol “BVII”. There are currently no issued and outstanding shares of our Series A Preferred Stock, and there is one record holder of our Series B Preferred Stock, which will be subject to pro rata adjustments to the Series B conversion rate and voting rights but will not otherwise be directly affected by or be a part of the Transaction.

The following table shows the range of high and low sales prices per share of our common stock for the periods indicated:

Year ending March 31,		High		Low
2016:	First Quarter (through May 8, 2015)	$	0.03	$	0.03
Year ending March 31,		High		Low
2015:	First Quarter	$	0.75	$	0.03
	Second Quarter	$	0.10	$	0.05
	Third Quarter	$	0.06	$	0.03
	Fourth Quarter	$	0.04	$	0.03
Year Ended March 31,		High		Low
2014:	First Quarter	$	0.17	$	0.13
	Second Quarter	$	0.20	$	0.17
	Third Quarter	$	0.17	$	0.03
	Fourth Quarter	$	0.25	$	0.04
Year Ended March 31,		High		Low
2013:	First Quarter	$	0.40	$	0.30
	Second Quarter	$	0.41	$	0.10
	Third Quarter	$	0.35	$	0.11
	Fourth Quarter	$	0.16	$	0.13

18

On May 8, 2015, the closing price of our common stock on the OTCQB was $0.03 per share.

We have not declared or paid any cash dividends on our common stock in more than 20 years and have not paid dividends on our Series B Preferred Stock since August 2011, and we do not intend to pay dividends on our common stock or Series B Preferred Stock in the foreseeable future.  The declaration or payment of dividends, if any, on our capital stock in the future is subject to the discretion of our Board of Directors and will depend on our earnings, financial condition, capital requirements and other relevant factors. 

Securities Ownership of Certain Beneficial Owners and Management 

The following table sets forth information known to us with respect to the beneficial ownership of each class of our capital stock as of May 8, 2015 for (1) each person known by us to beneficially own more than 5% of any class of our voting securities, (2) each of our named executive officers, (3) each of our directors and (4) all of our named executive officers and directors as a group.  Except as otherwise indicated, we believe that each of the beneficial owners of our capital stock listed below, based on information provided by these owners, has sole investment and voting power with respect to its shares, subject to community property laws where applicable.  Unless otherwise indicated, each natural person is a citizen of the United States, and the address for each listed shareholder is c/o Broadview Institute, Inc., 8147 Globe Drive, Woodbury, Minnesota  55125.  All share amounts as set forth below are prior to the completion of the Transaction.

Principal Shareholders

The following table provides information concerning the only persons known to us to be the beneficial owners of more than five percent (5%) of our outstanding common stock as of May 8, 2015.

Name and Address of Beneficial Owner	Amount and Nature of  Shares Beneficially Owned (1)	Percent of  Class (2)
Terry L. Myhre 4156 Brynwood Drive Naples, FL 34119	94,110,241 (3)	96.5%

(1) Unless otherwise indicated, the person listed above as the beneficial owner of the shares has sole voting and sole investment power over the shares. The share amounts are based upon information set forth in the shareholder's filings with the Securities and Exchange Commission (“SEC”).

(2) Shares not outstanding but deemed beneficially owned by virtue of the right of the person to acquire them as of May 8, 2015 or within sixty (60) days of such date, are treated as outstanding only when determining the percent owned by such person.

(3) Includes 4,500,000 shares of common stock which may be purchased upon exercise of a currently exercisable warrant and 5,000,000 shares of common stock issuable upon conversion of Series B Preferred Stock. Mr. Terry Myhre beneficially owns 100% of our outstanding Series B Preferred Stock.

19

Management Shareholdings

The following table sets forth the number of shares of our common stock beneficially owned as of May 8, 2015 by each of our named executive officers, by each of our current directors and director nominees, and by all of our current directors and executive officers (including the named executive officers) as a group.

Name of Director or Officer or Identity of Group	Number of Shares Beneficially Owned	(1)	Percent of Class	(2)
Terry L. Myhre	94,110,241	(3)	96.5	%
Roger C. Kuhl	1,490,750		1.7
Jeffrey D. Myhre	128,000		*
Kenneth J. McCarthy	44,000		*
James S. Redpath	0		*
Robert A. Kramarczuk	12,000		*
Current Directors and Executive Officers as a Group (6 persons)	95,784,991	(3)	98.3	%
			*Less than 1%

(1) Unless otherwise indicated, the person listed as the beneficial owner of the shares has sole voting and sole investment power over the shares. The share amounts are based upon information set forth in the shareholder's latest filing with the SEC.

(2) Shares not outstanding but deemed beneficially owned by virtue of the right of the person to acquire them as of May 8, 2015, or within sixty (60) days of such date, are treated as outstanding only when determining the percent owned by such person and when determining the percent owned by a group, of which such person is a member.

(3) Includes 4,500,000 shares of common stock that may be purchased upon exercise of a currently exercisable warrant and 5,000,000 shares of common stock issuable upon conversion of Series B Preferred Stock. Mr. Terry Myhre beneficially owns 100% of our outstanding Series B Preferred Stock.

Purchases by Mr. Myhre

During the past two years, Mr. Terry L. Myhre has purchased an aggregate of 74,624,491shares of our common stock for prices of $0.07, $0.25, and $0.50 per share. The purchases occurred in two separate transactions during the fiscal year ended March 31, 2014, with a price of $0.07 per share paid for 70,000,000 shares of common stock in the fourth quarter and a price of $0.25 per share paid for 124,491 shares of common stock paid in the third quarter, and in one transaction during the fourth quarter of the fiscal year ended March 31, 2015, with a price of $0.50 paid for 4,500,000 shares of common stock.

Management 

Terry L. Myhre, Chairman of the Board, Age 70. Mr. Myhre has served as a director since 2003, as Chairman of the Board since January 2004, and as Chief Executive Officer of the Company from January 2004 to February 2008. Mr. Myhre also is majority owner and has served as President of Minnesota School of Business since 1988, and is majority owner and has served as President of Globe University since 1972. Among other attributes, skills, and qualifications, the Board believes that Mr. Myhre is uniquely qualified to serve as a director due to his extensive experience in the post-secondary education services industry and knowledge of our business, which allows him to think strategically about the issues affecting the Company and our industry. Mr. Myhre’s son, Jeffrey D. Myhre, is our Chief Executive Officer.

James S. Redpath, Director, Age 58. Mr. Redpath has served as a director since 2008, and also serves as Chairman of our Audit Committee. Mr. Redpath has served as a Partner of Redpath and Company (f/k/a HLB Tautges Redpath LTD, CPAs and Consultants), since 1982. Among other attributes, skills, and qualifications, the Board believes that Mr. Redpath is uniquely qualified to serve as a director in light of his ability to understand generally accepted accounting principles, internal control over financial reporting, and disclosure controls and procedures, and his experience in analyzing and evaluating financial statements and income tax expertise.

20

Dr. Robert A. Kramarczuk, Director, Age 75. Dr. Kramarczuk has served as a director since 2004. Dr. Kramarczuk has served as Chairman and CEO of Classic Holdings, Inc., a hospitality, real estate, investment and construction company, since 1995. Dr. Kramarczuk served as Director of the Master of Arts in Management and MBA programs of Hamline University from 2007 to 2012, as Director of the MBA program of Augsburg College from 2004 to 2007, and as Associate Dean of the College of Management at Metropolitan State University from 1997 to 2001. Among other attributes, skills, and qualifications, the Board believes that Dr. Kramarczuk is uniquely qualified to serve as a director due to his significant management and leadership experience and understanding of the post-secondary education services industry, which uniquely enables him to understand our challenges and identify potential strategies and opportunities.

Roger C. Kuhl, Director, Age 69. Mr. Kuhl has served as a director since 2008. Mr. Kuhl has served as Director of Admissions at Minnesota School of Business and Globe University since 1988. Among other attributes, skills, and qualifications, the Board believes that Mr. Kuhl is uniquely qualified to serve as a director due to his extensive admissions and marketing experience in the post-secondary education services industry, which enables him to identify and understand the marketing trends within our industry.

Jeffrey D. Myhre, age 41. Mr. Myhre became our Chief Executive Officer in February 2008. He has also served as Chief Executive Officer of Globe University and Minnesota School of Business since November 2013 after serving as its Vice President from November 2006 to November 2013. Additionally, Mr. Myhre served as Director of Online Education for the Minnesota School of Business from March 2005 to November 2006.

Kenneth J. McCarthy, age 41. Mr. McCarthy became our Chief Financial Officer in February 2008. He has served as Chief Financial Officer of Globe University and Minnesota School of Business since March 2003. Mr. McCarthy also practiced as a CPA in the Minneapolis, MN office of Grant Thornton LLP from 1996 to 2002.

Each director and executive officer is a citizen of the United States, and the address for each director and executive officer is c/o Broadview Institute, Inc., 8147 Globe Drive, Woodbury, MN 55125. None of our directors or executive officers has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), nor has any such person been party to any judicial or administrative proceeding during such time that has resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of a violation of federal or state securities laws. 

FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION 

Summarized below are certain material federal income tax consequences to us and our shareholders resulting from the Transaction. This summary is based upon United States federal income tax law, as currently in effect, which is subject to differing interpretations or change, possibly on a retroactive basis. This summary addresses only those shareholders who have held their shares as capital assets. This summary does not discuss all aspects of federal income taxation that may be important to shareholders in light of their individual circumstances. In addition, this summary does not discuss any state, local, foreign, or other tax considerations. This summary assumes that each shareholder is a United States citizen and has held, and will hold, shares of common stock as capital assets under the Internal Revenue Code of 1986, as amended. Each shareholder should consult its tax advisor as to the particular federal, state, local, foreign, and other tax consequences, in light of their specific circumstances.

Tax Consequences to the Company 

We believe that the Transaction will be treated as a tax-free “recapitalization” for federal income tax purposes and, accordingly, it should not result in any material federal income tax consequences to us. We will not apply for any ruling from the Internal Revenue Service, nor will we receive an opinion of counsel with respect to the tax consequences of the Transaction.

Tax Consequences to Shareholders Whose Entire Interest in our Common Stock, Both Directly and Indirectly, is Terminated 

A shareholder who receives a cash payment for a fractional share of our common stock as a result of the Transaction and does not continue to hold our shares directly, or indirectly by virtue of being related to a person who continues to hold shares of our common stock directly, immediately after the Transaction, will recognize capital gain or loss, for United States federal income tax purposes, equal to the difference between the cash received for the common stock and the aggregate adjusted tax basis in such stock.

Capital gain or loss recognized will be long-term if the shareholder’s holding period with respect to the stock surrendered is more than one year at the time of the Transaction. The deductibility of capital loss is subject to limitations. In the case of a shareholder who is an individual, long-term capital gain and dividend income should generally be subject to United Stated federal income tax at a maximum rate of 20%.

21

The foregoing discussion summarizing certain federal income tax consequences does not refer to the particular facts and circumstances of any specific shareholder. We recommend that shareholders consult their own tax advisors for more specific and definitive advice as to the federal income tax consequences to them of the Transaction, as well as advice as to the application and effect of state, local and foreign income and other tax laws.

FINANCIAL INFORMATION

Historical Financial Information 

Our historical financial information is located at (i) “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended March 31, 2014, filed with the SEC on June 27, 2014, which financial information is incorporated herein by reference and (ii) in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, filed with the SEC on February 17, 2015, which financial information is incorporated herein by reference.

Book Value Per Share 

Our book value per share of common stock as of December 31, 2014 was ($0.06) based on 83,476,252 shares of common stock outstanding and common stockholders’ equity of ($5,101,565), which is equal to our aggregate stockholders’ equity of $1,148,438 less the $6,250,000 liquidation preference of our outstanding shares of Series B Preferred Stock.

Pro Forma Consolidated Financial Statements (Unaudited) 

The following unaudited pro forma financial information presents the effect on our historical financial position of the $135,000 in fees and expenses expected to be incurred by the Company in connection with the Transaction and the estimated cost of the aggregate cash payment to shareholders who will be cashed out in the Transaction, which we estimate will be approximately $175,000. Our unaudited pro forma consolidated balance sheet as of December 31, 2014 reflects the Transaction as if it occurred on that balance sheet date. Our pro forma book value per share is also as of December 31, 2014, the most recent balance sheet presented. The unaudited pro forma consolidated statements of operations for the nine months ended December 31, 2014 and the year ended March 31, 2014 reflect the Transaction as if it occurred at the beginning of each period.

The following unaudited pro forma financial information is not necessarily indicative of what our actual financial position would have been had the Transaction been consummated as of the above-referenced dates or of the financial position that may be reported by us in the future.

Pro Forma Balance Sheet as of December 31, 2014 (Unaudited)

					Pro Forma
	December 31,		Pro Forma		December 31,
(In thousands, except share amounts)	2014		Adjustments		2014
Current assets
Cash	$	517,632		—	$	517,632
Accounts receivable, net		232,816		—		232,816
Inventories		11,883		—		11,883
Other current assets		23,017		—		23,017
Total current assets		785,348		—		785,348
Property, plant and equipment, net		1,560,684		—		1,560,684
Other assets		202,774		—		202,774
TOTAL ASSETS	$	2,548,806		—	$	2,548,806
Current liabilities
Accounts payable and accrued liabilities	$	542,566		310,000	$	852,566
Due to affiliates		192,814		—		192,814
Total current liabilities		735,380		310,000		1,045,380
Long-term liabilities
Deferred rent		664,991		—		664,991
Total liabilities		1,400,371		310,000		1,710,371
Total stockholders’ equity		1,148,435				1,148,435
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,548,806	$	310,000	$	2,858,806

22

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 

This document contains certain statements of a non-historical nature constituting “forward-looking statements.” Such forward-looking statements may be identified by the use of terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “should,” or “continue” or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from those results currently anticipated or projected. Such factors include, among other things, the following: the Company’s ability to complete the Transaction; the benefits of the Transaction to the Company and to the shareholders who will receive cash for their shares in the Transaction; and other matters discussed in our “Risk Factors” set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and subsequent public filings. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements, except as required by law, including under Rule 13e-3 under the Exchange Act to reflect any material Changes in information previously disclosed. The “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, however, do not apply to going private transactions.

23

Annex A

Annex B

                      , 2015

To:     Shareholders of Broadview Institute, Inc.

Re:     Notice of Procedure to Assert Dissenters’ Rights

Dear Shareholders:

Instead of receiving the cash payment of $0.05 per share of Broadview Institute, Inc. (the “Company”) that you own immediately prior to the reverse stock split Transaction (as such term is defined in the accompanying Disclosure Document), you may exercise dissenters’ rights under Minnesota Statutes Sections 302A.471 and 302A.473. If you validly exercise dissenters’ rights, you will receive cash equal to the fair value of your shares. Fair value of your shares will be determined by a court if you follow the procedures of Minnesota Statutes Section 302A.473. The amount ultimately determined as fair value by the court may be equal to, more than or less than the $0.05 per share paid pursuant to the terms of the reverse stock split Transaction. A dissenter is entitled to judgment in cash if the amount of the fair value of the shares as determined by the court, plus interest, exceeds the amount remitted or offered by the Company pursuant to Minnesota Statutes Section 302A.473 Subd. 5.

A copy of Minnesota Statutes Sections 302A.471 and 302A.473 is included as Exhibit A to this Notice of Procedure to Assert Dissenters’ Rights. It contains detailed procedures you must follow and time deadlines you must meet in order to exercise your dissenters’ rights. Failure to follow those procedures or meet those time deadlines will result in loss of your right to dissent with respect to your shares of the Company, and instead you will receive the cash payment of $0.05 per Company share being paid pursuant to the terms of the Transaction. If you choose to exercise dissenters’ rights, the responsibility is all yours to make certain you perfect full and precise satisfaction of all the requirements of the Minnesota Statutes throughout the entire dissenting process; the Company is not required, and does not intend, to provide legal counsel or appraisal services for you in such process.

Because only shareholders of record may exercise dissenters’ rights, if you beneficially own Company shares that are held of record by brokers, fiduciaries, nominees or others and wish to exercise your dissenters’ rights, you must instruct the record holder of your Company shares to satisfy the requirements set forth in Minnesota Statutes Sections 302A.471 and 302A.473. If the record holder does not satisfy those requirements, the dissenters’ rights with regard to your Company shares will be lost.

This Notice of Procedure to Assert Dissenters’ Rights from the Company constitutes the notice required by Minnesota Statutes Sections 302A.471 and 302A.473 to be given to the shareholders of the Company following approval of the transaction by the Board of Directors of the Company.

IN ORDER TO FOR YOU TO ASSERT DISSENTERS RIGHTS FOR YOUR SHARES, THE FOLLOWING MATERIALS MUST BE RECEIVED BY THE COMPANY NOT LATER THAN 30 DAYS AFTER THE DATE OF THIS NOTICE:

(a) THE STOCK CERTIFICATES FOR YOUR SHARES OF COMPANY COMMON STOCK, AND

(b) A “DEMAND FOR PAYMENT UNDER DISSENTERS’ RIGHTS” PROPERLY COMPLETED AND EXECUTED IN THE FORM ATTACHED HERETO AS EXHIBIT B.

The address to which these materials must be sent is as follows:

Broadview Institute, Inc.

8147 Globe Drive

Woodbury, Minnesota 55125

Attention: Kenneth J. McCarthy, Chief Financial Officer

THE METHOD OF DELIVERY OF ALL MATERIALS, INCLUDING STOCK CERTIFICATES, IS AT THE ELECTION AND RISK OF THE SHAREHOLDER. IF DELIVERY IS BY MAIL, INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED, IS RECOMMENDED. 

A SHAREHOLDER WHO FAILS TO DEPOSIT STOCK CERTIFICATES AND SUBMIT A “DEMAND FOR PAYMENT UNDER DISSENTERS’ RIGHTS” AS REQUIRED WILL LOSE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS.

After , or after the Company receives a valid “Demand for Payment Under Dissenters’ Rights” accompanied by stock certificates, whichever is later, the Company will, except as provided in Minnesota Statutes Section 302A.473, Subd. 5(b), with respect to certain shareholders who have acquired their shares after the date the Transaction was first announced to the public, remit to each shareholder who has complied with the provisions of Minnesota Statutes Section 302A.473, Subd. 4, the amount the Company estimates to be the fair value of the shares, with interest commencing five days after the Effective Date (as such term is defined in the accompanying Disclosure Document) through the date of payment, calculated at the rate provided in Minnesota Statutes Section 549.09 for interest on verdicts and judgments (which is 4.0% for the calendar year ended December 31, 2015), accompanied by certain financial statements, an estimate of the Company’s estimate of fair value, a description of the method used by the Company for such estimate, a copy of Minnesota Statutes Sections 302A.471 and 302A.473 and a brief description of the procedure to be followed if the dissenting shareholder believes he is entitled to demand supplemental payment.

If a shareholder believes that the amount remitted or offered by the Company is less than the fair value of the shares, with interest, such shareholder may give written notice to the Company of his, her, or its estimate of fair value, with interest, within 30 days after the Company mails such remittance or offer, and demand payment of the difference. Unless a shareholder makes such a demand within such 30-day period, the shareholder will be entitled only to the amount remitted or offered by the Company.

2

Within 60 days after the Company receives such a demand from a shareholder properly requesting supplemental payment, the Company will be required either to pay such shareholder the amount demanded or agreed to after discussion between the shareholder and the Company or file in court a petition requesting the court to determine the fair value of the shares, with interest. In such event, the court will then determine whether shareholders making such demand have fully complied with the provisions of Minnesota Statutes Section 302A.473, and will determine the fair value of the shares, taking into account all factors the court finds relevant (including, without limitation, the recommendation of any appraisers which may have been appointed by the court), computed by any method that the court in its discretion sees fit to use, whether or not used by the Company or the shareholder. The fair value of the shares as determined by the court is binding upon all shareholders. The costs and expenses of the court proceedings will be assessed against the Company, except that the court may assess part or all of those costs and expenses against a shareholder whose action in demanding payment is found to be arbitrary, vexatious or not in good faith.

Once the Company receives your original “Demand for Payment Under Dissenters’ Rights” properly completed in the form attached hereto as Exhibit B, you may not transfer your Company share. You must comply with this restriction in order to continue your exercise of dissenters’ rights.

You may wish to review the reports, proxy statements and other information that the Company has filed with the Securities and Exchange Commission (“SEC") before you decide whether to accept the $0.05 to be paid for each share of the Company you hold prior to the Transaction or to reject such amount and seek to exercise dissenters’ rights. You can read and copy any materials that the Company has filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You can obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company has filed its reports and proxy statements with the SEC electronically. The SEC maintains an Internet site that contains reports, proxy statements and other information regarding the Company. The address of the SEC Internet site is http://www.sec.gov.

Sincerely,

Broadview Institute, Inc.

3

EXHIBIT A

302A.471 Rights Of Dissenting Shareholders.

Subdivision 1. Actions creating rights. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder's shares in the event of, any of the following corporate actions:

(a) unless otherwise provided in the articles, an amendment of the articles that materially and adversely affects the rights or preferences of the shares of the dissenting shareholder in that it:

(1) alters or abolishes a preferential right of the shares;

(2) creates, alters, or abolishes a right in respect of the redemption of the shares, including a provision respecting a sinking fund for the redemption or repurchase of the shares;

(3) alters or abolishes a preemptive right of the holder of the shares to acquire shares, securities other than shares, or rights to purchase shares or securities other than shares;

(4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the authorization or issuance of securities of an existing or new class or series with similar or different voting rights; except that an amendment to the articles of an issuing public corporation that provides that section 302A.671 does not apply to a control share acquisition does not give rise to the right to obtain payment under this section; or

(5) eliminates the right to obtain payment under this subdivision;

(b) a sale, lease, transfer, or other disposition of property and assets of the corporation that requires shareholder approval under section 302A.661, subdivision 2, but not including a disposition in dissolution described in section 302A.725, subdivision 2, or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the shareholders in accordance with their respective interests within one year after the date of disposition;

(c) a plan of merger, whether under this chapter or under chapter 322B, to which the corporation is a constituent organization, except as provided in subdivision 3, and except for a plan of merger adopted under section 302A.626;

(d) a plan of exchange, whether under this chapter or under chapter 322B, to which the corporation is a party as the corporation whose shares will be acquired by the acquiring organization, except as provided in subdivision 3;

(e) a plan of conversion adopted by the corporation; or

(f) any other corporate action taken pursuant to a shareholder vote with respect to which the articles, the bylaws, or a resolution approved by the board directs that dissenting shareholders may obtain payment for their shares.

A-1

Subd. 2. Beneficial owners. (a) A shareholder shall not assert dissenters' rights as to less than all of the shares registered in the name of the shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights of the dissenter shall be determined as if the shares as to which the shareholder has dissented and the other shares were registered in the names of different shareholders.

(b) A beneficial owner of shares who is not the shareholder may assert dissenters' rights with respect to shares held on behalf of the beneficial owner, and shall be treated as a dissenting shareholder under the terms of this section and section 302A.473, if the beneficial owner submits to the corporation at the time of or before the assertion of the rights a written consent of the shareholder.

Subd. 3. Rights not to apply. (a) Unless the articles, the bylaws, or a resolution approved by the board otherwise provide, the right to obtain payment under this section does not apply to a shareholder of (1) the surviving corporation in a merger with respect to shares of the shareholder that are not entitled to be voted on the merger and are not canceled or exchanged in the merger or (2) the corporation whose shares will be acquired by the acquiring organization in a plan of exchange with respect to shares of the shareholder that are not entitled to be voted on the plan of exchange and are not exchanged in the plan of exchange.

(b) If a date is fixed according to section 302A.445, subdivision 1, for the determination of shareholders entitled to receive notice of and to vote on an action described in subdivision 1, only shareholders as of the date fixed, and beneficial owners as of the date fixed who hold through shareholders, as provided in subdivision 2, may exercise dissenters' rights.

(c) Notwithstanding subdivision 1, the right to obtain payment under this section, other than in connection with a plan of merger adopted under section 302A.621, is limited in accordance with the following provisions:

(1) The right to obtain payment under this section is not available for the holders of shares of any class or series of shares that is listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market security on the Nasdaq Stock Market.

(2) The applicability of clause (1) is determined as of:

(i)  the record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action described in subdivision 1; or

(ii) the day before the effective date of corporate action described in subdivision 1 if there is no meeting of shareholders.

(3) Clause (1) is not applicable, and the right to obtain payment under this section is available pursuant to subdivision 1, for the holders of any class or series of shares who are required by the terms of the corporate action described in subdivision 1 to accept for such shares anything other than shares, or cash in lieu of fractional shares, of any class or any series of shares of a domestic or foreign corporation, or any other ownership interest of any other organization, that satisfies the standards set forth in clause (1) at the time the corporate action becomes effective.

Subd. 4. Other rights. The shareholders of a corporation who have a right under this section to obtain payment for their shares, or who would have the right to obtain payment for their shares absent the exception set forth in paragraph (c) of subdivision 3, do not have a right at law or in equity to have a corporate action described in subdivision 1 set aside or rescinded, except when the corporate action is fraudulent with regard to the complaining shareholder or the corporation.

A-2

302A.473 Procedures For Asserting Dissenters' Rights.

Subdivision 1. Definitions. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them.

(b) "Corporation" means the issuer of the shares held by a dissenter before the corporate action referred to in section 302A.471, subdivision 1 or the successor by merger of that issuer.

(c) "Fair value of the shares" means the value of the shares of a corporation immediately before the effective date of the corporate action referred to in section 302A.471, subdivision 1.

(d) "Interest" means interest commencing five days after the effective date of the corporate action referred to in section 302A.471, subdivision 1, up to and including the date of payment, calculated at the rate provided in section 549.09 for interest on verdicts and judgments.

Subd. 2. Notice of action. If a corporation calls a shareholder meeting at which any action described in section 302A.471, subdivision 1 is to be voted upon, the notice of the meeting shall inform each shareholder of the right to dissent and shall include a copy of section 302A.471 and this section and a brief description of the procedure to be followed under these sections.

Subd. 3. Notice of dissent. If the proposed action must be approved by the shareholders and the corporation holds a shareholder meeting, a shareholder who is entitled to dissent under section 302A.471 and who wishes to exercise dissenters' rights must file with the corporation before the vote on the proposed action a written notice of intent to demand the fair value of the shares owned by the shareholder and must not vote the shares in favor of the proposed action.

Subd. 4. Notice of procedure; deposit of shares. (a) After the proposed action has been approved by the board and, if necessary, the shareholders, the corporation shall send to (i) all shareholders who have complied with subdivision 3, (ii) all shareholders who did not sign or consent to a written action that gave effect to the action creating the right to obtain payment under section 302A.471, and (iii) all shareholders entitled to dissent if no shareholder vote was required, a notice that contains:

(1) the address to which a demand for payment and certificates of certificated shares must be sent in order to obtain payment and the date by which they must be received;

(2) any restrictions on transfer of uncertificated shares that will apply after the demand for payment is received;

(3) a form to be used to certify the date on which the shareholder, or the beneficial owner on whose behalf the shareholder dissents, acquired the shares or an interest in them and to demand payment; and

(4) a copy of section 302A.471 and this section and a brief description of the procedures to be followed under these sections.

(b) In order to receive the fair value of the shares, a dissenting shareholder must demand payment and deposit certificated shares or comply with any restrictions on transfer of uncertificated shares within 30 days after the notice required by paragraph (a) was given, but the dissenter retains all other rights of a shareholder until the proposed action takes effect.

A-3

Subd. 5. Payment; return of shares. (a) After the corporate action takes effect, or after the corporation receives a valid demand for payment, whichever is later, the corporation shall remit to each dissenting shareholder who has complied with subdivisions 3 and 4 the amount the corporation estimates to be the fair value of the shares, plus interest, accompanied by:

(1) the corporation's closing balance sheet and statement of income for a fiscal year ending not more than 16 months before the effective date of the corporate action, together with the latest available interim financial statements;

(2) an estimate by the corporation of the fair value of the shares and a brief description of the method used to reach the estimate; and

(3) a copy of section 302A.471 and this section, and a brief description of the procedure to be followed in demanding supplemental payment.

(b) The corporation may withhold the remittance described in paragraph (a) from a person who was not a shareholder on the date the action dissented from was first announced to the public or who is dissenting on behalf of a person who was not a beneficial owner on that date. If the dissenter has complied with subdivisions 3 and 4, the corporation shall forward to the dissenter the materials described in paragraph (a), a statement of the reason for withholding the remittance, and an offer to pay to the dissenter the amount listed in the materials if the dissenter agrees to accept that amount in full satisfaction. The dissenter may decline the offer and demand payment under subdivision 6. Failure to do so entitles the dissenter only to the amount offered. If the dissenter makes demand, subdivisions 7 and 8 apply.

(c) If the corporation fails to remit payment within 60 days of the deposit of certificates or the imposition of transfer restrictions on uncertificated shares, it shall return all deposited certificates and cancel all transfer restrictions. However, the corporation may again give notice under subdivision 4 and require deposit or restrict transfer at a later time.

Subd. 6. Supplemental payment; demand. If a dissenter believes that the amount remitted under subdivision 5 is less than the fair value of the shares plus interest, the dissenter may give written notice to the corporation of the dissenter's own estimate of the fair value of the shares, plus interest, within 30 days after the corporation mails the remittance under subdivision 5, and demand payment of the difference. Otherwise, a dissenter is entitled only to the amount remitted by the corporation.

Subd. 7. Petition; determination. If the corporation receives a demand under subdivision 6, it shall, within 60 days after receiving the demand, either pay to the dissenter the amount demanded or agreed to by the dissenter after discussion with the corporation or file in court a petition requesting that the court determine the fair value of the shares, plus interest. The petition shall be filed in the county in which the registered office of the corporation is located, except that a surviving foreign corporation that receives a demand relating to the shares of a constituent domestic corporation shall file the petition in the county in this state in which the last registered office of the constituent corporation was located. The petition shall name as parties all dissenters who have demanded payment under subdivision 6 and who have not reached agreement with the corporation. The corporation shall, after filing the petition, serve all parties with a summons and copy of the petition under the Rules of Civil Procedure. Nonresidents of this state may be served by registered or certified mail or by publication as provided by law. Except as otherwise provided, the Rules of Civil Procedure apply to this proceeding. The jurisdiction of the court is plenary and exclusive. The court may appoint appraisers, with powers and authorities the court deems proper, to receive evidence on and recommend the amount of the fair value of the shares. The court shall determine whether the shareholder or shareholders in question have fully complied with the requirements of this section, and shall determine the fair value of the shares, taking into account any and all factors the court finds relevant, computed by any method or combination of methods that the court, in its discretion, sees fit to use, whether or not used by the corporation or by a dissenter. The fair value of the shares as determined by the court is binding on all shareholders, wherever located. A dissenter is entitled to judgment in cash for the amount by which the fair value of the shares as determined by the court, plus interest, exceeds the amount, if any, remitted under subdivision 5, but shall not be liable to the corporation for the amount, if any, by which the amount, if any, remitted to the dissenter under subdivision 5 exceeds the fair value of the shares as determined by the court, plus interest.

A-4

Subd. 8. Costs; fees; expenses. (a) The court shall determine the costs and expenses of a proceeding under subdivision 7, including the reasonable expenses and compensation of any appraisers appointed by the court, and shall assess those costs and expenses against the corporation, except that the court may assess part or all of those costs and expenses against a dissenter whose action in demanding payment under subdivision 6 is found to be arbitrary, vexatious, or not in good faith.

(b) If the court finds that the corporation has failed to comply substantially with this section, the court may assess all fees and expenses of any experts or attorneys as the court deems equitable. These fees and expenses may also be assessed against a person who has acted arbitrarily, vexatiously, or not in good faith in bringing the proceeding, and may be awarded to a party injured by those actions.

(c) The court may award, in its discretion, fees and expenses to an attorney for the dissenters out of the amount awarded to the dissenters, if any.

A-5

EXHIBIT B

DEMAND FOR PAYMENT

UNDER DISSENTERS’ RIGHTS

Broadview Institute, Inc.

8147 Globe Drive

Woodbury, Minnesota 55125

Attention: Kenneth J. McCarthy, Chief Financial Officer

NOTE – DO NOT USE THIS FORM IF YOU ARE RETURNING YOUR CERTIFICATES IN ORDER TO RECEIVE THE $0.05 PER SHARE BEING PAID IN THE TRANSACTION. (Use the “Letter of Transmittal” form provided by the Company or its transfer agent, and NOT this form, if you are submitting your shares in order to receive the $0.05 per share being paid in the Transaction.) This “Demand for Payment Under Dissenters’ Rights” form should be used ONLY by those, if any, who are exercising dissenters’ rights.

In connection with the process for exercising dissenters’ rights, the undersigned, pursuant to Minnesota Statutes Section 302A.473, Subd. 4(b), hereby encloses with this “Demand for Payment Under Dissenters’ Rights” and hereby deposits with Broadview Institute, Inc. (the “Company”), the shares of Common Stock of the Company represented by the certificates listed below, and the undersigned demands payment therefor under such dissenters’ rights:

DESCRIPTION OF SHARES DEPOSITED

(To be Completed by the Shareholder)

Certificate No. (Complete for Certificated Securities Only) Number of Shares (Complete for All Securities) Date Shares Acquired (Complete for All Securities)

(ATTACH A SEPARATE SHEET IF ADDITIONAL SPACE IS NECESSARY AND CHECK HERE [   ])

The undersigned hereby transfers all right, title and interest in the above-described shares to the Company and represents and warrants to the Company that (i) the undersigned has full authority to transfer the above-described shares and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, charges, encumbrances and claims, and (ii) the undersigned, or the beneficial owner on whose behalf the undersigned is submitting this “Demand for Payment Under Dissenters’ Rights,” acquired the shares on the date(s) set forth above.

B-1

All authority conferred hereby shall survive the death or incapacity of the undersigned, and all obligations of the undersigned hereunder shall be binding upon the undersigned's heirs, representatives and assigns.

[Signature page follows]

B-2

Signature page to “Demand for Payment Under Dissenters’ Rights”

Very truly yours,

______________________________

(Signature of Registered Holder(s))

Must be signed by registered

holder(s) exactly as name appears

on stock certificate(s)

or by person(s) authorized to become

registered holder(s) per the certificates

and properly completed transfer documents

transmitted with this Demand.

Print Name and Address

____________________________

____________________________

____________________________

____________________________

Dated: _____________, 2015

B-3