Fallon Total Care Inc.

“THE PROCESS FOR DETERMINING CEO AND OTHER OFFICERS' COMPENSATION THE CEO POSITION WAS NOT FILLED IN 2015. THE COMPENSATION FOR THE CEO AND OTHER OFFICERS OF FTC WERE DETERMINED BY THE PARENT ORGANIZATION, FCHP, PURSUANT TO FCHP'S PROCESS FOR DETERMINING COMPENSATION FOR SUCH INDIVIDUALS AS FOLLOWS: FCHP HAS ESTABLISHED AN EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS THAT ESTABLISHES POLICIES AND THE COMPENSATION STRUCTURE OF CERTAIN FTC AND FCHP EXECUTIVE OFFICERS. THIS COMMITTEE IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE EXECUTIVE OFFICERS IS DETERMINED BY A FAIR AND EQUITABLE PROCESS, INFORMED BY CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION, AND COMPLIANT WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN 2015, THE COMMITTEE CONSISTED OF FOUR MEMBERS OF FCHP'S BOARD OF DIRECTORS WHO ARE NOT EMPLOYED BY THE ORGANIZATION. FCHP'S CEO SERVED AS AN EX OFFICIO MEMBER OF THE COMMITTEE WITHOUT A VOTING RIGHT. THE EXECUTIVE OFFICERS OVER WHOSE COMPENSATION THE COMMITTEE IS RESPONSIBLE ARE COMPRISED OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER ("CEO"), AND THE PRESIDENT, EXECUTIVE VICE PRESIDENT, AND SENIOR VICE PRESIDENT POSITIONS THAT REPORT DIRECTLY TO THE CEO ("EXECUTIVE GROUP"). IN 2015, TO DETERMINE THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP, THE COMMITTEE RELIED ON A WRITTEN COMPENSATION SURVEY PRODUCED IN 2014 BY AN INDEPENDENT CONSULTING FIRM THAT ASSESSES EXECUTIVE COMPENSATION AND BENEFITS AND REFRESHED IN 2015 BY FALLON HEALTHs COMPENSATION DEPARTMENT. THE COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP AND REVIEWED THE COMPENSATION SURVEY PREPARED BY THE INDEPENDENT CONSULTING FIRM and updated by Fallon Health. THE COMMITTEE THEN VOTED TO APPROVE THE COMPENSATION OF THE EXECUTIVE GROUP (OTHER THAN THE CEO). FOR THE CEO'S COMPENSATION THE COMMITTEE (MEETING WITHOUT THE CEO) RECOMMENDED A COMPENSATION STRUCTURE THAT WAS PRESENTED TO THE FCHP'S BOARD OF DIRECTORS. THE BOARD OF DIRECTORS (WITHOUT THE CEO PRESENT), VOTED TO APPROVE THE COMMITTEE'S RECOMMENDATION. ALL THESE DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN THE MINUTES OF THE COMMITTEE AND BOARD OF DIRECTORS. THE PROCESS WAS USED TO ESTABLISH THE COMPENSATION FOR THE EXECUTIVE GROUP IN 2015. THIS PROCESS WAS NOT USED TO ESTABLISH COMPENSATION FOR THE "KEY EMPLOYEES" LISTED IN SCHEDULE J. FORM 990, PART VI, LINES 18 AND 19 FTC'S FORM 990 AND ANNUAL AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC ON THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FTC'S FORM 990, FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, AND CONFLICT OF INTEREST POLICY, ARE ALSO PROVIDED UPON REQUEST. FORM 990, PART XI, LINE 9 CAPITAL CONTRIBUTION FROM PARENT: $20,650,000”

“FTC'S MISSION Fallon Total Care, Inc. ("FTC") was formed as a Massachusetts nonprofit corporation on September 20, 2013 for charitable, educational, and scientific purposes, for relief of the poor and distressed and to lessen the burdens of government within the meaning of Sections 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code of 1986. Specifically, FTC was formed to promote, facilitate, and enhance the delivery of quality, efficient, effective and economical health care and related services to individuals who are dually eligible for both Medicare and Medicaid, and to improve and enhance the health and well-being of those individuals, by providing integrated behavioral and physical health management services on a risk basis. The enrollees are generally underprivileged, underserved, low-income population with major health care needs, including many individuals who suffer from chronic physical and/or mental health conditions. Serving this population is challenging and costly for federal and state governments. Established as a Demonstration Program by the Commonwealth of Massachusetts Executive Office of Health and Human Services' Office of Medicaid and the Center for Medicare Services, participating health plans coordinate and manage integrated behavioral and physical health management services to enrollees ages 21-64 who are eligible for both Medicare and Medicaid. By combining Medicare and Medicaid funding, the Demonstration Program enables a broader menu of services to better meet the needs of Dual Eligibles in the most cost effective way and enables an unprecedented level of integration to achieve better health outcomes for this population and to provide higher quality, more cost effective, person-centered care. FTC was formed by Fallon Community Health Plan, Inc. ("FCHP"), a Section 501(c)(3) tax-exempt Massachusetts nonprofit corporation and licensed Massachusetts health maintenance organization (HMO). FCHP is dedicated to improving the health and welfare of the populations it serves through the delivery of high quality, affordable health care. FCHP formed FTC to further FCHP's charitable health care mission, and FTC's purposes explicitly include supporting, benefiting, performing certain functions of, and carrying out the charitable, educational, or scientific purposes of FCHP. FORM 990, PART III, LINE 3 After careful consideration, FCHP, THE PARENT COMPANY, decided to reluctantly end its participation in the Commonwealth of Massachusetts One Care demonstration program effective September 30, 2015. This decision was reached after exploring alternatives with Medicare and Medicaid but ultimately we determined that our continued participation was not economically sustainable. FCHP worked with Medicare and Medicaid officials throughout the wind down process. We notified each member by mail in advance of the effective date that their coverage would end. This letter also explained the member's options for coverage after September 30 and included telephone numbers to call with any questions. FCHP held informational meetings in two Massachusetts locations to answer questions and help members' understand their choices. FCHP also notified all providers in its network prior to the effective date. FORM 990, PART III, LINE 4 FTC's Program activities consist of prepaid healthcare in the Commonwealth of Massachusetts. The covered population as of September 30, 2015, was 4,684 members. Members pay no premiums, co-payments, or co-insurance while participating in the Plan. All premiums are paid by state and federal agencies to cover traditional Medicaid and Medicare services. In addition to these services, FTC provides comprehensive care management, dedicated Navigators, expanded dental and Long Term Service and Support benefits. FORM 990, PART VI, SECTION A, LINE 1B NONE OF THE VOTING MEMBERS ARE INDEPENDENT BECAUSE THE MEMBERS ARE EMPLOYEES OF THE PARENT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS”