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At Strayer Education, Inc. and Strayer University, Inc. (collectively "Strayer" or the "Company"), we are committed to doing the right thing. That is why we identify and disseminate to all employees appropriate legal and ethical standards in the conduct of our business. This Code of Business Conduct is specifically designed to be part of an effective program to prevent and detect accounting improprieties, legal violations and unethical and inappropriate behavior. All directors, officers and employees are expected to comply with this Code. You should understand Strayer's basic principles reflected in this Code of Business Conduct. These basic principles are:

• We will always be truthful.



• We will strictly adhere to the letter and spirit of all laws.



• We will provide high-quality education and services.



• We will always act as good stewards of the Company's assets (including the Company's reputation) and never misappropriate Company business opportunities or resources for personal benefit.



• We will promote a work environment that fosters mutual respect, openness and individual integrity.



• We will be fair in all aspects of our business.



• If we are presented with an easier wrong course of action and a more difficult right course of action we will always choose the more difficult right over the easier wrong.

When faced with a business decision that seems to pose ethical issues, there are several questions you should ask yourself to determine if your actions are proper:

• Am I adhering to the spirit, as well as the letter, of any law, accounting rule, regulation or Strayer policy that may be involved?



• Would my family, friends or neighbors approve of my actions, and my motivations for those actions?



• Would I approve of my actions if someone else had done them?



• Am I considering something which would provide Strayer with a short-term financial benefit but which is shortsighted and not in the shareholders' long-term interest?



• Am I considering something which benefits me personally rather than the Company's shareholders?



• Are my actions consistent with the overall ethical principles set forth in this Code of Business Conduct?



• Would I want my actions reported on the front page of a newspaper?

If, in the course of performing your duties, you remain uncertain about what to do, stop and ask for help. Refer to the relevant section of this Code of Business Conduct for guidance. If you are still uncertain, speak with your supervisor or, if you prefer, contact any of the people listed in Section VIII below "Who to Contact with Questions or Concerns" as it is their responsibility to treat your inquiry confidentially and respond to it appropriately.

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The Code of Business Conduct of Strayer contains the specific corporate policies adopted by the Audit Committee and the Board of Directors of Strayer Education, Inc. that relate to the legal and ethical standards of Strayer business conduct.

The purpose of this Code of Business Conduct is to outline the Company's expectations as to the legal and ethical nature of conduct of the Company's directors, officers and employees, while acting during their term of employment or other service with the Company ("Covered Persons") and to provide for the fair and impartial administration of the Company's Code of Business Conduct.

Company policy requires that when in doubt, this Code's basic principles must guide our conduct. Even where law or accounting principles are permissive or set a floor for permissible conduct, the Company chooses the course of the highest integrity. Local customs, traditions, and mores differ from place to place and this must be recognized, but honesty is not subject to criticism in any jurisdiction or region. A reputation for honesty is a priceless Company asset.

Covered Persons must understand that the Company does care how results are obtained, not just that they are obtained. Covered Persons must be encouraged to tell higher management all that they are doing to achieve results, to record all transactions accurately in the Company books and records, and to be honest and forthcoming with the Company's internal and external auditors. The Company expects Covered Persons to report suspected accounting or other improprieties, violations of law,, this Code of Business Conduct or the Company's other policies to Company management and the persons designated in Section VIII on page 18 below "WHO TO CONTACT WITH QUESTIONS OR CONCERNS".

The Company expects compliance with its high standard of integrity throughout the organization and will not tolerate Covered Persons who achieve results at the cost of violation of laws or who deal unscrupulously. The Company supports, and expects you to support, any Covered Person who passes up a business opportunity or advantage that would sacrifice ethical standards and the Company will not tolerate the opposite behavior.

Equally important, the Company expects candor from managers at all levels and compliance with Company policies, accounting rules, and controls. When managers fail to disclose all relevant information to higher management or auditors, subordinates within their organizations think they are being given a signal that Company policies and rules can be ignored when they are inconvenient. The Company's system of management will not work without honesty, including honest grading, honest and consistent application of academic standards and degree granting, honest bookkeeping, honest budget proposals, honest economic valuation of business proposals, honest financial reporting, and honest operational reports, as well as demonstrating integrity and fair dealing with employees, students, customers, vendors and regulators. Failure to comply with the Code will result in disciplinary action, which may include termination of employment.

1. Compliance with Law. It is the Company's policy to observe and comply with all laws, rules and regulations of governmental agencies and authorities, including accrediting agencies ("Laws"), applicable to it or the conduct of its business wherever located. In some situations the applicable law may require interpretation to the specific factual situation at issue. In such cases the Company will endeavor to resolve such interpretive issue by following the guidance of the General Counsel's office.
   
   
2. Honesty. The Company is committed to encouraging honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
   
   
3. Ethical Behavior. Beyond compliance with Laws, all Covered Persons are expected to observe high standards of ethical behavior in the discharge of their assigned duties and responsibilities. This requires demonstrating integrity and fair dealing in every aspect of dealing with other Company employees, the public, the business community, stockholders, students, customers, suppliers and governmental and regulatory authorities. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or omission of material facts, or any other unfair or unethical dealing or practice.
   
   
4. Conflict of Interest. The Company's policy is to require the avoidance of actual or apparent conflicts of interest between an individual and Company interest, including disclosure to an appropriate person or persons identified in this Code of Business Conduct of any material transaction or relationship that reasonably could be expected to present such a conflict. The conflict of interest policy also ensures that Company vendors do not provide any personal benefits to Covered Persons and that business opportunities discovered in the course of Company business are presented to the Company and not misappropriated for personal use. See Section IV for more information.
   
   
5. Protection and Proper Use of Company Assets. All Covered Persons should protect the Company's assets and ensure their efficient use. Personal use of Company assets, carelessness in their use and waste has a direct negative impact on the Company's profitability. Company assets should be used only for legitimate business purposes (other than incidental personal use of phones, Internet etc. to the extent permitted by the Company's Employee Handbook).
   
   
6. Proper Accounting Entries and Financial Reporting. All business and financial transactions should be accurately reflected in the Company's books and records. It is the Company's policy to encourage prompt internal reporting to an appropriate person or persons identified in Section VIII of any violations of the Code.
   
   
7. Full Disclosure. It is the Company's policy to provide full, fair, accurate, timely, and understandable disclosure in the periodic reports to be filed by the Company with regulatory agencies and in other public communications made by the Company.
   
   
8. Nondiscrimination. It is the policy of the Company not to discriminate against employees, stockholders, directors, officers, students, customers or suppliers on account of race, color, age, sex, religion, sexual orientation, disability, marital status, veteran status or national origin or any other basis prohibited by applicable law. It is the policy of the Company that all persons are to be treated with dignity and respect.
   
   
9. Protecting Confidential Business Information. It is the policy of the Company to prohibit the unauthorized use, distribution, duplication, or disclosure to third parties and personal use of confidential and proprietary business information. Such unauthorized disclosure or use could harm Strayer and benefit our competitors. See Section III.
   
   
10. Insider Trading Policy. The Company has established specific procedures under which quarterly earnings and other material financial information is properly and timely disclosed to the public. It is the policy of the Company to require all Covered Persons to comply with regulations of the SEC and NASDAQ that prohibit any Covered Person from trading in Company stock while in possession of material non-public information. See Section VI.
    
    The Company's Insider Trading Policy also requires all Directors and those Officers who are required to file Form 4 reports with the SEC reporting any transactions to wait until the third business day following quarterly earnings (and other material) press releases to conduct any trade in Company stock (except for existing standing instructions under the 401(k) and ESPP plans). In addition, the Company's Insider Trading Policy requires Company Directors and Officers (those who are required to file Form 4 reports with the SEC) to trade only during specified window periods and to obtain pre-clearance from the Company's General Counsel's Office in consultation with the Chief Executive Officer before trading in Company securities (except for standing instructions under the 401(k) and ESPP plans). Trades must be completed promptly within the period for which clearance is obtained, and written confirmation of trades must be provided on the next business day to permit compliance with SEC reporting requirements.

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In carrying out the Company's business, Covered Persons often learn confidential or proprietary information about the Company, its students, customers, suppliers and strategic and operating plans. This policy requires that such confidential or proprietary information about the Company, its students, customers, suppliers or strategic and operating plans be kept confidential.

1. No Disclosure of Proprietary Company Information. No Covered Person entrusted with or otherwise knowledgeable of confidential or proprietary Company information shall disclose that information to third parties or use it for any purpose other than performing one's duties to the Company without written Company authorization to do so or as may otherwise be required by Law or Company policy. Such unauthorized disclosure or use could be harmful to the Company and/or helpful to a competitor.



2. Limitation on Use of Information Regarding Others. The Company also works with its suppliers', students' and customers' proprietary data. The protection of such data is of the highest importance and must be discharged with the greatest care for the Company to merit the continued confidence of such persons and/or entities. In addition, the confidentiality of such data or information may be protected by state or federal law. No Covered Person shall disclose confidential or proprietary information regarding someone other than the Company to third parties without Company authorization to do so or as may otherwise be required by Law or Company policy.

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This policy establishes guidelines and procedures regarding timely and proper disclosure of conflicts of interests that a Covered Person may have in connection with job duties and responsibilities in order that management may review and approve each situation as necessary to protect the best interests of the Company and its responsibilities as a public company.

1. Conflict of Interest Activities of Directors and Executive Officers. The Company prohibits Conflict of Interest Activities (as defined below) by any Director or Executive Officer of the Company unless specifically approved in advance and in writing by the Audit Committee of the Board of Directors after full disclosure of all aspects of the Conflict of Interest Activity by the Director or Executive Officer. Any such approval will be publicly disclosed.



2. Conflict of Interest Activities of Other Covered Persons. The Company prohibits any Conflict of Interest Activity by any other Covered Person unless specifically approved by the Company's General Counsel (after consultation with the CEO). Any such approval if granted will be reported in writing to the Audit Committee of the Board and may be publicly disclosed.



3. Business Opportunities. Covered Persons are prohibited from taking advantage for their personal benefit business opportunities that are discovered while performing Company services or through the use of Company property, information or position. All such business opportunities must be presented to the Company in advance for its consideration. Only opportunities which are declined by the Company, and which the Company's General Counsel (after consultation with the CEO) approves of the Covered Person pursuing, may be pursued.



4. Personal Use of Property. Covered Persons are prohibited from taking or using Company property, information or position for personal use or gain.



5. No Competition. Covered Persons are prohibited from competing with the Company while employed by or otherwise serving the Company, or for such longer period as may be provided in a Covered Person's employment agreement or restricted stock agreement, if applicable.



6. Personal Loans. It is contrary to Company policy for the Company to extend or maintain credit, to arrange for the extension of credit, or to guarantee an extension of credit, in the form of a personal loan (or similar contractual arrangement) to or for any Covered Person.

1. "Conflict of Interest Activities" A conflict of interest activity is an activity in which (a) the Covered Person's private interest in any material way conflicts or interferes with the interests of the Company, (b) the Covered Person has a material personal interest that will impair the ability to perform his or her Company work objectively and effectively, or (c) the Covered Person or a Related Person (as defined below) derives a material personal benefit as a result of the Covered Person performing Company services. Examples of items that are considered Conflict of Interest Activities, include, but are not limited to, activities in which the Covered Person:
   
   
   1. obtains a financial or other personal interest (whether as an investor, lender, employee or other service provider) in one of the Company's suppliers, customers or competitors (other than insignificant or indirect interests, and other than ownership of publicly traded securities either directly or by investing in a mutual fund; provided that Directors and Executive Officers must nevertheless disclose to the Company all ownership positions (including mutual fund positions) in publicly traded securities of suppliers, customers, or competitors of the Company, to the extent such ownership position is material to their individual financial position);
   
   
   
   2. engages in a personal business transaction involving the Company for profit or gain;
   
   
   
   3. accepts the provision of personal services, money, gifts (of other than nominal value), excessive hospitality, loans or other special treatment from any supplier, customer or competitor of the Company;
   
   
   
   4. obtains a personal financial benefit in any sale, loan or gift of Company property; or
   
   
   
   5. serves as a corporate director (or in a similar position) with another business entity that is engaged in business competition with the Company except as approved by the Board of Directors (for Directors or Executive Officers) or as approved by the General Counsel (in consultation with the Chief Executive Officer) for other Covered Persons.



2. "Executive Officer" means the Chief Executive Officer, President, Chief Operating Officer, General Counsel, Chief Financial Officer, principal accounting officer (or, if there is no such accounting officer, the controller), the President of the University and any vice-president in charge of a principal business unit, division or function, any other officer or similar person who performs a senior policy-making function for the Company.



3. "Related Person" of a Covered Person means (a) the spouse, antecedents, descendants, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, (b) any person living in the same home with the Covered Person and (c) any affiliate of the Covered Person.

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This policy establishes guidelines and procedures related to keeping books and records that in reasonable detail accurately and fairly reflect the Company's transactions and dispositions of assets. The Company shall maintain a system of internal accounting controls to ensure reliability, adequacy of its books and records and proper recording of all transactions including the disposition of assets.

1. Authorization. The only transactions to be entered into by the Company are those that are executed in accordance with the Board's and/or management's specific authorization or established, formalized policies and procedures.



2. Approval. No transaction will be recorded in the accounts of the Company unless it is within the scope of written policies and procedures or is specifically and formally approved by an appropriate and designated employee. Such approval requires the determination that the transaction:
   
   
   1. has been authorized in accordance with this or other applicable Company policy, and
   
   
   
   2. if required by Company policy, is supported by documentary evidence to verify the validity of the transaction.
   
   
   



3. Accounting. All transactions entered into by the Company will be recorded in the accounts of the Company to permit the preparation of the Company's financial statements in conformity with generally accepted accounting principles. Each entry will be coded into an account which accurately and fairly reflects the true nature of the transaction.



4. Reporting. All transactions that have been accounted for in accordance with this corporate policy will be accumulated and processed in a manner which will permit preparation of financial statements, reports and data for purposes of internal, public and regulatory reporting. Such statements, reports and data must be in a form sufficient to reflect accurately and fairly the results of transactions entered into by the Company and to permit proper accountability for assets.



5. Responsibility. The implementation and maintenance of internal accounting controls, procedures and records that are adequate in all respects to satisfy the requirements of this corporate policy will be the primary responsibility of the Chief Financial Officer.



6. Auditing. Compliance with the provisions and requirements of this corporate policy will be tested and evaluated in connection with the on-going internal audit program and testing of internal controls under the direction of the Chief Financial Officer. All control failures regarding this corporate policy will be reported to senior management and the Audit Committee so that deficiencies can be corrected and assurance of compliance with the terms of this corporate policy maintained.



7. Internal Control Reports. For the Audit Committee's review, management shall prepare an annual internal control report that (1) states the responsibility of management for establishing and maintaining the adequate internal control structure and procedures for financial reporting, (2) contains an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting that the Company's registered and public accountant has attested to, and reported on, and (3) management's evaluation of the Company's internal controls and procedures for financial reporting.
   
   In addition, the Company will be required to evaluate quarterly its disclosures and controls.

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This policy establishes consistent guidelines for contacts with investors as well as for compliance with regulations of the Securities and Exchange Commission ("SEC") and the NASDAQ stock exchange on which the Company's securities are listed for trading or other applicable regulatory authority ("Regulatory Organizations") regarding the use and public disclosure of nonpublic information.

1. General Disclosure Policy. The Company will make prompt and complete disclosure of material information to the public when and as required by law and/or the rules of the SEC or any applicable Regulatory Organization. Determinations regarding "materiality" may involve subjective judgments; therefore, questions of materiality will be determined by the Chief Executive Office, Chief Financial Officer and General Counsel after consultation, if appropriate, with the Company's Audit Committee, external auditors and outside counsel.



2. Nondisclosure. Material non-public information must not be disclosed to anyone other than persons within the Company whose positions require them to know the information until it has been publicly released by the Company.



3. No Selective Disclosure. No preferential treatment will be given to any current or potential investor, security analyst or lender; therefore, the release to any such person of any material financial or operating data relating to the Company must be at the same time available to the public or pursuant to an appropriate confidentiality agreement.



4. Forecasts. It is the Company's policy not to make any public projections of future operating or financial results unless such forecast (including appropriate legal "safe harbor" language) is specifically approved by the Company's Chief Executive Officer.



5. Authority to Release. No material financial data regarding the Company will be released to the public except as authorized, specifically or generally, by the Chief Financial Officer or Chief Executive Officer and, as appropriate, the Audit Committee and Board of Directors.



6. Communication with Analysts. Due to the sensitive nature of investor relations and federal regulations relating thereto, all interviews with current or potential investors, security analysts and lenders must be coordinated through the Vice President - Corporate Communications.



7. No Trading While in Possession of Nonpublic Material Information.
   
   
   1. Trading in Company Securities. No Covered Person should place a purchase or sale order (or recommend that another person place a purchase or sale order) in the Company's securities (or related derivative securities, such as put or call options) when he or she has knowledge of material financial information (such as quarterly earnings results) or other information concerning the Company that has not been disclosed to the public. In addition, Company Directors and those Officers who are required to report any transactions on Form 4 with the SEC, must wait until the third business day after quarterly earnings (and other material information) have been publicly released before trading (except in the case of existing standing instructions under the 401(k) and ESPP plans). In addition, in the case of Company Directors and those Officers who are required to file Form 4 reports reporting any transactions, such persons must also trade only during specified window periods and must also obtain pre-clearance from the Company's legal department before trading (except in the case of existing standing instructions under the 401(k) and ESPP plans)*. See Section II.B.10 for further details.
   
   
   
   2. Trading in Other Securities. No Covered Person should place a purchase or sale order (or recommend that another person place a purchase or sale order) in the securities of another company (or related derivative securities, such as put or call options) if the Covered Person learns in the course of his or her position or employment confidential information about the other company that is likely to affect the value of those securities. For example, it would be a violation of this Policy and Laws if an employee learned through Company sources that the Company intended to acquire another company, and then bought or sold securities in that other company because of the likely increase or decrease in the value of such securities.

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1. Adoption and Amendment by the Board of Directors. This Code of Business Conduct has been recommended by the Company's Audit Committee and adopted by the Company's Board of Directors and may be changed at any time by the Audit Committee and the Board of Directors without notice. All material amendments will be appropriately disseminated in a timely fashion by the Company.
   
   
2. Waiver. This Code of Business Conduct applies to all Covered Persons during their term of service to the Company. Waivers of the provisions of this Code of Business Conduct may be granted or withheld from time to time by the Company in its sole discretion. Waivers are only effective if set forth in writing after full disclosure of the facts and circumstances surrounding the waiver. Waivers for the benefit of Directors and Executive Officers must be approved by the Audit Committee and the full Board of Directors and will be publicly disclosed to shareholders. All other waivers must be approved by the Vice President of Administration, Human Resources and Training, with the approval of the General Counsel, and may be publicly disclosed by the Company.
   
   
3. Interpretation of the Code of Business Conduct.
   
   
   1. This Code of Business Conduct sets forth specific corporate policies governing the conduct of the business of the Company by Covered persons during their term of service to the Company. These policies were developed and are intended to be applied in good faith with reasonable business judgment.
      
      
   2. Final authority with respect to the interpretation of this Code of Business Conduct rests with the Board of Directors. The interpretation of any matter with respect to this Code of Business Conduct by the Board of Directors shall be final and binding.
      
      
4. No Limitation on Other Obligations of Covered Persons. Nothing contained in this Code of Business Conduct is intended, or should be construed as, in any way limiting or reducing other obligations that a Covered Person may have to the Company or other persons or entities, including, but not limited to pursuant to common law, employment agreement, employee handbook, or otherwise.
   
   
5. No Third Party Rights. This Code of Business Conduct is intended to govern the relationship between the Company and the Covered Persons and shall not confer any rights or remedies upon any person or entity other than the Company and the Covered Persons.
   
   
6. No Employment Contract. While the Company has established this Code of Business Conduct for all employees to comply with, notwithstanding anything stated in this Code of Business conduct, every employment relationship is considered "at will," which means that any employee retains the right to terminate his/her employment at any time with or without prior notice and with or without good cause unless otherwise provided in a Covered Person's employment agreement. Likewise, the Company retains the same right to terminate every employee's employment at any time with or without prior notice and with or without good cause unless otherwise provided in a Covered Person's employment agreement.

The Code of Business Conduct shall be administered as follows:

1. Scope of Code of Business Conduct. The Audit Committee shall, periodically, in light of the experience of the Company, review the Code of Business Conduct, and when necessary or desirable, make recommendations to the Board of Directors:
   
   
   1. to ensure the Company's continued conformance to appropriate accounting standards, SEC and NASDAQ disclosure policies and rules, and applicable law; and
      
      
   2. to ensure that any weaknesses revealed through monitoring, auditing and reporting systems are eliminated or corrected.
   
   
   
2. Allocations of Responsibility. The Audit Committee shall be responsible for overseeing the Company's administration of the Code of Business Conduct. The Audit Committee shall establish such procedures as it shall deem necessary or desirable in order to discharge this responsibility. Such procedures shall provide for obtaining advice of legal counsel or other experts where appropriate. In discharging these responsibilities, the Audit Committee may delegate authority to such committees, officers and other employees and may engage such agents and advisors as it shall deem necessary or desirable.
   
   
3. Code Dissemination and Education. To provide for the continued dissemination and communication of the Code of Business Conduct, the Company shall disseminate this Code to all Covered Persons and the Vice President of Human Resources shall include the Code as part of the Company's new hire and periodic employee training activities to ensure the Company communicates the standards of conduct and procedures included in the Code of Business Conduct. Dissemination may consist of placement of the Code of Business Conduct on the Strayer Intranet.
   
   
4. Monitoring and Auditing. The Audit Committee shall take reasonable steps to ensure the Company monitors and audits compliance with the Code of Business Conduct, including the establishment of monitoring and auditing systems that are reasonably designed to detect conduct in violation of the Code of Business Conduct by Covered Persons.
   
   To the extent so directed by the Audit Committee, reports developed by the Company's independent accountants in performing their engagement by the Company, and by its internal auditors in the performance of their assigned responsibilities, shall be made available to the Audit Committee as a means of monitoring and auditing compliance with the Code of Business Conduct.
   
   The Audit Committee may commission other investigations and audits as it deems appropriate to ensure compliance with this Code of Business Conduct.
   
   
5. Notice of Violations. The General Counsel shall coordinate communications and activities regarding investigating suspected Code violations with the Vice President of Human Resources and shall report to the Audit Committee any violations of the Code of Business Conduct which the General Counsel's office becomes aware of; together with the actions taken by the Company regarding such violations.
   
   
6. Reporting System. The Audit Committee shall cause the Company to establish the reporting system referred to under Section VIII below "Who to Contact with Questions of Concerns" so that any violations of the Code of Business Conduct will be reported and acted upon objectively. The existence and nature of the reporting system shall be communicated to all employees by the Vice President of Human Resources as part of the employee training referenced herein. It shall be a violation of this Code of Business Conduct to intimidate, discharge, demote, suspend, threaten, harass or impose any form of retribution on any Covered Person who utilizes such reporting system in good faith to report suspected violations (except that appropriate action may be taken by the Company against such Covered Person if such individual is in fact a wrongdoer or a person who misuses such reporting system by knowingly submitting a false report).
   
   
7. Investigation of Violations. If, through operation of the Company's compliance monitoring and auditing systems or its violation reporting systems or otherwise, the Company receives information regarding an alleged violation of the Code of Business Conduct, the person or persons authorized by the Audit Committee in Section VIII below to investigate alleged violations of the Code of Business Conduct shall, as appropriate:
   
   
   1. evaluate such information as to gravity and credibility;
      
      
   2. initiate an informal inquiry or a formal investigation with respect thereto;
      
      
   3. prepare a report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter;
      
      
   4. make the results of such inquiry or investigation available to the Audit Committee for action (including disciplinary action); and
      
      
   5. recommend changes in the Code of Business Conduct necessary or desirable to prevent further similar violations.
      
      
   The Company may disclose the results of investigations to law enforcement agencies, if appropriate.
   
   
8. Disciplinary Measures. The Company shall consistently enforce its Code of Business Conduct through appropriate means of discipline. The Audit Committee shall review the Company's determination as to whether any material violations of the Code of Business Conduct have occurred and, if so, shall review the disciplinary measures to be taken against the Covered Person who has so violated the Code of Business Conduct.
   
   The disciplinary measures, which may be approved or modified at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and requiring restitution to the Company, depending on the nature of the misconduct and the factual circumstances involved.
   
   Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as:
   
   
   1. persons who fail to use reasonable care to detect a violation;
      
      
   2. persons who, if requested to divulge information, withhold material information regarding a violation; and
      
      
   3. supervisors who approve or condone the violations or attempt to retaliate against Covered Persons, employees or agents for reporting violations or violators.
      
      
9. Documentation. The Company shall document its compliance efforts and results to evidence its commitment to comply with the standards and procedures set forth above. In addition:
   
   
   1. Annual Certification by Directors and Executive Officers. Each Director and Executive Officer will be required to submit an annual certification of his or her compliance with this Code of Business Conduct.
      
      
   2. Other Certifications. The Audit Committee of the Board of Directors shall have the power to require such additional certifications with the terms of this Code of Business Conduct as they deem necessary or appropriate.
      
      
10. Procedures.
    
    
    1. The Company officers responsible for administering the Company's Code of Business Conduct and preparing reports to the Audit Committee shall ensure that the following procedures are followed:
       
       
       1. Measures are taken to maintain confidentiality, protect anonymity, and eliminate fear of retaliation;
          
          
       2. Reported concerns are timely reviewed and investigated as appropriate;
          
          
       3. The Audit Committee and appropriate management is advised of investigation findings and recommended corrective actions;
          
          
       4. A follow-up system is maintained to ensure that appropriate corrective actions are taken; and
          
          
       5. If possible, investigation results and corrective actions are communicated to Covered Persons who reported concerns.
          
          
11. Covered Persons.
    
    
    1. It is the personal responsibility of each Covered Person to adhere to the standards and restrictions imposed by Law and this Code of Business Conduct, applicable to his or her Company duties and responsibilities and to conduct himself or herself accordingly during his or her term of service to the Company. Such standards and restrictions require each Covered Person to avoid any activities which would involve the Company in any practice that is not in compliance with this Code of Business Conduct. Any Covered Person who does not adhere to such standards and restrictions is acting outside the scope of his or her employment.
       
       
    2. Each Covered Person is responsible for complying with the Company-wide standards of conduct, including this Code of Business Conduct, and for raising questions if the Covered Person is concerned that the standards are not being met.
       
       
    3. Covered Persons are responsible for requesting a conflict of interest determination from the General Counsel for any potential Conflict of Interest Activity.
       
       
12. Governing Law.
    
    This Code of Business Conduct shall be administered and construed in accordance with the laws of Maryland.

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1. Violation. If you have any compliance questions or believe that violations of the Code of Business Conduct are occurring or have occurred, you should talk with one of the following: your supervisor; the Vice President of Human Resources; the General Counsel; the Audit Committee Chair, or contact the Audit Committee and the Company's General Counsel as follows:

   • Send an e-mail to Mr. Robert R. Grusky, Chair, at
     StrayerAuditCommitteeEthicsHotline@strayer.edu
     
     
   • Make a telephone call to the Strayer Audit Committee Ethics Hotline at: 1-800-792-4380 and leave a message for Mr. Robert Grusky, Chair.
     
     
   • Send a letter addressed to:

     Mr. Robert R. Grusky, Audit Committee Chair
     Strayer Audit Committee Ethics Question
     c/o Strayer Education, Inc.
     1100 Wilson Blvd, Suite 2500
     Arlington, VA 22209
     
     

   • Send a fax to (703) 527-0112, Attn: Strayer Audit Committee Ethics Question, Attention: Mr. Robert Grusky, Chair
     
     

   PLEASE NOTE: YOU MAY CHOOSE TO MAKE AN ANONYMOUS REPORT BY CALLING THE AUDIT COMMITTEE ETHICS HOTLINE (WHICH DOES NOT HAVE CALLER IDENTIFICATION) OR BY WRITING AN ANONYMOUS LETTER TO THE AUDIT COMMITTEE AS INDICATED ABOVE.
   
   
2. Protection. All reports will be investigated promptly and thoroughly with the advice and assistance of the General Counsel's Office, and will be treated as confidential to the extent possible. Persons reporting violations or raising questions will be protected from adverse impact on their position with the Company and from any other retaliation or adverse consequences resulting from following the Code of Business Conduct, including assisting an investigation or reporting in good faith a possible violation (except that appropriate action may be taken against such Covered Person if such individual is in fact a wrongdoer or who knowingly submits a false report).

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