Madison Surgery Center Inc.

“Due to the management services agreement established between University of Wisconsin Medical Foundation, Inc. (UWMF) and Madison Surgery Center, Inc. (MSC), we have answered yes to Question #3 on Part VI, Section A. UWMF is the management company within this agreement. UWMF provides payroll services and reporting (through a paymaster agreement), human resources, patient billing and collections, accounts payable services, IT services, monthly financial statement preparation, tax return preparation support, financial audit support, compliance auditing, medical records storage/transcription, infection control/employee health, maintenance/mechanical support, nursing and nursing support, quality assurance and improvement, housekeeping, removal of hazardous waste, courier, mail and receiving, purchasing, security, and telecommunications. In addition, an administrative person is charged with carrying out the decision/direction of MSC's board of directors and any clinical duties performed for UWMF. The compensation for these duties shall be reported in this section of the tax return. Deb Plendl (Director of Clinic Operations) spends 100% respectively, of her time carrying out the decision/direction of MSC's board of directors. MSC incurred and paid $139,045, respectively, for her services. MSC's highest compensated employees with $100,000 or more of compensation and benefits for services provided to MSC are Susan Worth, Ed Hall, Sarah Johnson, Gail Godding, and Jeannie Thruman.”

“The Corporation has one class of three voting Members, which have identical rights and obligations with respect to voting, dissolution, redemption, transfer and otherwise. Members will be admitted, suspended, expelled or terminated pursuant to Bylaws of the Corporation. The Members are University of Wisconsin Medical Foundation, Inc., Unity Point Health-Meriter, and University of Wisconsin Hospitals and Clinics Authority.”

“Each Member appoints two Directors. Directors will serve until his or her death, resignation or removal, or until a successor has been appointed. Upon the expiration of a Director's term, the Member that appointed such Director will appoint his or her successor.”

“The following actions require the unanimous approval of the Members: (a) merger, consolidation, or dissolution of the Corporation, (b) amendment, restatement, alteration, or repeal of the Articles of Incorporation or Bylaws of the Corporation, or the adoption of new Articles of Incorporation or Bylaws, (c) a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the Corporation, (d) the call for additional contributions from Members to the Corporation or assessments against the Members, (e) any distribution of assets of the Corporation to one or more members, and (f) execution, amendment, or termination of any agreement between the corporation and any member.”

“Key finance employees for the Managing Member review the Form 990 before it is signed.”

“At the first meetings of the Board of Directors and the Operations Board subsequent to the annual meeting of the surgery center members, each member of the board of directors and the operations board shall sign a written statement certifying to all of the following: (i) he or she has received a copy of this conflict of interest policy, (ii) he or she has read and understands this conflict of interest policy, (iii) he or she agrees to comply with this conflict of interest policy, (iv) he or she understands that this conflict of interest policy applies to all committees and subcommittees have board-delegated powers, and (v) he or she understands that the surgery center is a charitable organization, and that, in order to obtain and maintain the tax-exempt status of the surgery center under section 501(c)(3) of the internal revenue code of 1986 as amended, the surgery center must continually engage primarily in activities which accomplish one or more of its tax-exempt purposes. Any member of the Board of Directors who refuses or fails to sign such a statement shall be prohibited from participating in discussion or action by the Board of Directors or the Operations Board until such statement is signed. If it is determined at any time that an interested person has negligently or intentionally failed to disclose a financial interest, the president shall consider the imposition of such sanctions as the president, in his or her exclusive discretion, may deem appropriate.”

“Madison Surgery Center, Inc. makes the governing documents, conflict of interest policy and financial statements available upon request for the same period of disclosure as set forth in IRC Section 6104(d).”

“Distributions to Members -6,900,000.”