Covenant Health Investment Trust

“The Board of Trustees delegated management duties to Cardinal Investment Management, Inc. (EIN 04-3391257).”

“The interest in and membership of the Trust is divided into units referred to as "Shares" in the Trust's governing documents and Bylaws. The number of Shares that the Trust may have outstanding at any time is unlimited, but may be divided and grouped into different series of ownership. Each share of any particular series represents an equal proportionate share in the net assets (that is, the assets, liabilities, and cumulative income) of the Trust, as is assigned to such series. An entity may become a shareholder of the Trust if the prospective shareholder meets a number of conditions: 1.) is exempt from federal income tax under Section 501(c)(3) of the Code, and is not a private foundation under Section 509(a) of the Code; 2.) is affiliated with the Sisters of Charity of Montreal ("Grey Nuns"), a member of the health care system operated by Covenant Health Systems, or otherwise approved by the Board of Trustees; 3.) executes an investment agreement with the Trust, as prescribed by the Board of Trustees; and 4.) satisfies all other requirements for shareholders as may be set forth by the Board of Trustees from time to time. A shareholder of the Trust must be an affiliated organization of the Covenant Health System; and as Covenant Health, Inc. retains either direct or indirect control and membership over all of the Covenant Health affiliates, Covenant Health Inc. effectively serves as the Trust's principal shareholder.”

“In the Trust's governing documents, Covenant Health, Inc., a Massachusetts non-profit corporation, is designated as the "Settlor". It is the power and responsibility of the Settlor to determine the number of Trustees serving on the Trust's Board, as well as to elect the Trustees to their position. Additionally, the Settlor retains the right and power to alter the terms of office of the Trustees, as well as lengthen or shorten the Trustees' terms of office. Covenant Health, Inc. is also a majority shareholder of the Trust.”

“Shareholders may only vote on the Trust's governing decisions as such decisions relate to the net assets to which Shareholders' Series of Shares pertains. However, the Board of Trustees retains the power to change the voting privileges held by the Shareholders and their Series. Additionally, the ownership of Trust Property, and the right to conduct business with that property, is vested exclusively by the Trustees. Shareholders have no right to call for a division of property, profits, or other transactions except as it pertains to the beneficial interest bestowed on them by their ownership interest. However, Shareholders do retain the power to vote on the following issues, if certain circumstances and specific situations occur. Such decisions are also subject to the approval of the Board of Trustees and the Majority Shareholder; these decisions are listed in the governing documents as follows: (1) Termination of the Trust (2) Amendments to the Trust's Bylaws (3) Mergers, consolidations, and the sale of assets (4) Incorporation of the Trust (5) The handling of a court action and lawsuit (6) Other matters as allowed by the Trust from time to time”

“The Form 990 is provided to the governing body for their review and approval prior to filing.”

“This process is the responsibility of the Compliance Officer. A conflict of interest disclosure form is submitted to all leadership, board members, board committee members, employed physicians, medical directors and certain employees in key positions annually to be completed. Reminders are sent to all persons of interest to ensure that all conflict of interest disclosure forms are completed and collected.”

“Any compensation paid to the trustees, directors, officers or key employees of the Organization is subject to the oversight and decisions of Covenant Health, a related tax-exempt organization. Every two-to-three years the Compensation Committee of the Covenant Health Board of Directors engages an external consultant to provide competitive market data from various survey sources, which is then used to develop recommendations for changes to the compensation program. Since 2003, the Compensation Committee has engaged a human resources consultant to conduct this analysis. Objectives of the analysis are to assess the compositeness of the total cash compensation levels of the senior leadership team, develop market based competitive salary ranges for all executive positions, and ensure that the annual incentive opportunities, if there are any, are competitive and reasonable.”

“The Organization's Form 990, governing documents, conflict of interest policy, and financial statements are made available to the public upon request. The Organization's Form 990 is also made available on the website of its parent organization, Covenant Health, at the following web address: https://www.covenanthealth.net/financial-information/financial-information”

“Net transfers to affiliates -9,773,760.”

“The audit process has not changed from the previous year.”