Stanley Manne Childrens Research Institute

“Description of classes of members or stockholders children's hospital of chicago medical center ("medical center") is the organization's sole corporate member.”

“Description of classes of persons and the nature of their rights the organization's sole corporate member, the medical center, has certain reserved powers, including the power to appoint and remove all directors of the organization.”

“Descr classes of persons, decisions requiring appr & type of voting rights the medical center, through its board of directors or designated committee, as the sole corporate member of the organization, has certain reserved powers with respect to appointment and removal of directors, appointment of certain officers, approval of amendments to governing documents, approval of financial matters, and approval of significant transactions including, but not limited to, merger, dissolution, disposition of assets other than in the ordinary course of business, and creation of subsidiaries.”

“Description of the process used by management or the governing body to review the form 990 the organization's form 990 was provided to each member of the medical center board's audit and compliance committee for review and approval, as well as the respective filing organization's board following the committee's approval. The audit and compliance committee is the committee of the medical center board charged with the oversight of audit and tax matters for the parent and affiliates. During a special audit and compliance committee meeting, and before form 990 was filed, the committee was provided a review of form 990 by the chief financial officer ("cfo"). The cfo and outside tax advisor also responded to the audit and compliance committee members' questions and afforded them the opportunity for detailed discussion of form 990, prior to the audit and compliance committee taking action to approve the filing of form 990. As part of its annual return preparation process, the organization, on an ongoing basis, consulted its tax consulting firm and outside tax legal counsel, both of which possess expertise in health care and tax-exempt return preparation, to advise and assist in the preparation of form 990. These advisors worked closely with the organization's finance personnel and other members of the organization's team assembled to participate in the preparation of form 990. Prior to presenting form 990 to the medical center board's audit and compliance committee, the organization's team, including its advisors, met frequently to discuss and review drafts of the form. Subsequent to the audit and compliance committee review and approval, form 990 was provided to the respective filing organization's board of directors.”

“Description of the process used to monitor transactions for conflicts of interest on an annual basis, the medical center and its affiliates ("corporation") submit a comprehensive questionnaire to board members, senior management and purchasing personnel requiring disclosure of all interests that could give rise to actual or potential conflicts of interest. The medical center initiates follow up contact with those who do not respond and to clarify responses, where necessary. The medical center reviews each disclosure and provides a summary of relevant disclosures for the review and approval of its governance committee. Pursuant to the conflicts of interest policy of the corporation, directors, officers, physician leaders, and others who are subject to the policy are required to promptly and fully disclose in writing any actual, apparent or potential conflict of interest to the president of the corporation and chief legal officer. Disclosures are provided to the nominating and governance committee of the medical center board which considers all conflicts of interest issues and, if appropriate, provides such written disclosure to the directors and/or board committees considering the proposed transaction or other appropriate parties. In addition, on an annual basis, the corporation surveys each individual subject to the policy as to the existence of actual or potential conflicts of interest. The corporation will not enter into an agreement, transaction or other arrangement involving a conflict of interest unless the disinterested members of the nominating and governance committee of the medical center's board of directors determine by a majority vote that appropriate safeguards to protect the charitable mission of the corporation have been implemented. The subject interested person may not be present when the vote is taken. If it is determined that a conflict of interest exists, a disinterested person or committee of disinterested members may be assigned to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement, with reasonable efforts, from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation, and shall make its decision as to whether to enter into the transaction or arrangement.”

“Description of the process by which the compensation of certain executives was determined the authority to review and approve executive compensation has been delegated to the compensation committee of children's hospital of chicago medical center ("compensation committee"). The compensation committee has adopted a written executive compensation philosophy which it follows when it reviews and approves the compensation and benefits of the organization's senior management, including the president. The compensation philosophy is subject to periodic review for continued appropriateness by the compensation committee. With the assistance of a compensation consultant and information from a variety of external sources (specified on schedule j), the compensation committee confirmed the total amounts to be paid were reasonable and comparable to amounts paid by similarly situated organizations for functionally similar positions. Legal counsel advises the compensation committee with respect to federal tax requirements in setting compensation and the establishment of the rebuttable presumption of reasonableness. The process followed by the compensation committee, including a description of the data relied upon and the compensation committee's decisions, was thoroughly and contemporaneously documented. The compensation committee has expressly reviewed the reasonableness of all such payments, and has concluded, as the result of a process that is designed to qualify for the rebuttable presumption of reasonableness under federal tax law, that all such amounts are reasonable and do not exceed fair market value for the services provided. The compensation committee is comprised of members of children's hospital of chicago medical center board of directors who have been determined to be disinterested for these purposes. The compensation committee conducts an ongoing and periodic review of the disinterested status of its members and will take appropriate action with respect to anyone having an interest with respect to one or more executives so as to preserve the application of the rebuttable presumption of reasonableness.”

“Avail of gov docs, conflict of interest policy, & fin stmts to gen public the organization's financial statements are publicly available online at www.dacbond.com. The organization's articles of incorporation and annual reports are available through the illinois secretary of state. The organization also makes its general governing documents available to the general public upon request.”

“Form 1099/1096 filing vendors for the filing organization are paid by lurie children's (ein 36-2170833). As such, all required form 1099 and forms 1096 reporting is filed under the lurie children's ein.”

“Allocation of salary expenses ann & robert h. Lurie children's hospital of chicago ("lurie children's") pays and issues forms w-2 to employees who work for stanley manne children's research institute. The allocation of the salary costs are disclosed on form 990, part ix, statement of functional expenses.”