Caresource Indiana Inc.

“CareSource Indiana Inc. filed amended Bylaws effective January 1, 2019. The amended ByLaws include the following changes: (1) The number of Directors on the Board was changed from 3 to a range of 3 to 5; (2) Term Limits for any Director who holds the Director position by virtue of his/her employment with CareSource were removed; (3) The progression of officers from one office to another one (i.e. Secretary/Treasurer moves to Chairman at end of term) was removed; (4) The term of office for Officers was changed from 1 year to 2 years; and (5) The recipient of proceeds upon dissolution was changed from The CareSource Foundation to the CareSource Management Group Foundation, provided CareSource Management Group Foundation is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code at the time of any such distribution.”

“CareSource Management Group Co ("CSMG") is the sole member of CareSource Indiana, Inc. CSMG is recognized as exempt from Federal Income Taxation under Internal Revenue Code ("IRC") Section 501(c)(3).”

“CSMG, the sole member of CareSource Indiana, Inc., has the authority to appoint CareSource Indiana, Inc.'s board.”

“The Form 990 was provided to the organization's Finance committee for their review of the return prior to the time of filing Form 990. The Form 990 was made available to each voting member of the governing body of the organization for their review prior to the time of filing Form 990. The Form 990 was reviewed by the CEO, CFO, VP Treasury, Director Tax, an outside CPA firm, outside legal counsel, and by general counsel prior to filing Form 990 with the IRS.”

“Annually, each director, principal officer and member of a committee with Board-delegated powers ("interested person") shall sign a statement which affirms that such person has reviewed the Statement of Ethical Behavior and Conflict of Interest and Conflicts of Interest Corporate Governance Principles. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial or conflict of interest and must be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The conflicted director has no vote on the matter involved with the conflict of interest.”

“The Compensation Committee consists of Board Members who are Independent. The Compensation Committee establishes the Company's general compensation philosophy and oversees and approves the development, adoption and implementation of compensation plans and programs for the company's officers and executives. The Compensation Committee receives a Report of comparability data prepared by an independent compensation consultant surveying data for comparable organizations' reasonable compensation. The comparability data is presented to the independent Board members in a written document in advance of the meeting and the independent comparability study is presented by the author of the study during the course of the meeting. In addition, the Minutes of each meeting are prepared, distributed and approved at the next regularly scheduled Compensation Committee meeting. The Compensation Consultant does no other business with the CareSource Family of Companies other than determining the reasonableness of compensation. At least annually, the Compensation Committee assesses the work of the compensation consultants.”

“The company's Form 1023 is available for public inspection upon request, and Form 990 is available for public inspection upon request in accordance with IRC Section 6104(d). The company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The Company's statutory financial statements are available on the SNL Financial LC website at www.snl.com for a nominal fee. The company's articles of incorporation are available on the Indiana Secretary of State's website at www.in.gov/SOS/ for a nominal fee.”

“Change in Net Assets is Inclusive of the Following: (1) Return of Capital Contribution from CSMG ($ 9,719,834).”