Moffitt Real Estate Holding Corporation

“The following officers, that jointly serve on the real estate holding company and a for-profit related entity, qualify as having a business relationship. Real estate holding & moffitt technologies corporation (mtc): patrick hwu, real estate holding officer and mtc officer l david de la parte, real estate holding officer and mtc officer yvette lyons tremonti, real estate holding officer and mtc officer”

“H. Lee moffitt cancer center and research institute, inc. (the institute) is the sole member of the real estate holding company.”

“As the sole member of the real estate holding company, h. Lee moffitt cancer center and research institute, inc. (the institute) shall have the power to approve, disapprove, or remove any member of the board of directors or officer of the real estate holding company.”

“As the sole member of the corporation, h. Lee moffitt cancer center and research institute, inc. (the institute) shall have the following powers: a) approve, disapprove, or recommend the adoption, change, amendment or repeal of the articles of incorporation of the corporation; b) approve, disapprove, or recommend the adoption, change, amendment or repeal of the bylaws of the corporation; c) approve, disapprove, or recommend the selection of a qualified audit firm and the annual operating and capital budget of the corporation; d) approve or disapprove the transfer, sale, lease or disposition of all or substantially all of the assets of the corporation other than ground leases of property to the cancer center or its wholly-owned subsidiaries; e) approve or disapprove the conferring of any lien or security interest in assets of the corporation in excess of the dollar threshold set forth by board approved policy, whether same shall be in connection with either public or private financing, or otherwise; f) approve or disapprove all donations or charitable contributions by the corporation in excess of the dollar threshold set forth by board approved policy per contribution or in the aggregate; g) approve, disapprove or recommend the adoption of the corporation's mission and philosophy statement; h) approve or disapprove capital expenditures by the corporation in excess of the dollar threshold set forth by the board approved policy per expenditure or in the aggregate annually; and i) approve, disapprove or remove any member of the board or officer of the corporation.”

“Moffitt real estate holding company does not have a committee with authority to act on behalf of the governing body.”

“Prior to electronically filing form 990 (return of organization exempt from income tax), a copy of the return is provided to the joint finance committee, consisting of board members across the cancer center, giving each member time to review the return. Board members have the opportunity to ask questions related to the information provided on the return. Form 990 is also provided to the chief financial officer for review. Based on the review(s) any suggested comments or changes are discussed, and if deemed necessary changes are made prior to signing.”

“H. Lee moffitt cancer center and research institute, inc., the institute and parent organization of the cancer center, develops, implements, and enforces institutional policy for the cancer center as a whole. On an annual basis a presentation is made to all board members throughout moffitt's entities, including the moffitt real estate holding corporation board members, to review the conflict of interest policy and procedures for disclosing any potential conflicts. Each director, officer, committee member, and key employee shall complete a conflict of interest disclosure certification via the electronic disclosure system. Any director, officer, committee member, or key employee who reasonably believes that he or she may have an actual or potential conflict of interest must disclose the existence of and the material facts of the nature of his/her interest on the form. The electronic form is submitted to the corporate compliance office, which reviews the forms, gathers additional relevant information where necessary, and prepares a summary of the disclosures to be reviewed by the conflict of interest work group. If a director or committee member discloses that he/she has a potential conflict of interest at a board or committee meeting, such director or committee member must disclose the nature of the interest and any related information and respond to questions as may be required by the remaining members. Based on the information disclosed, the remaining board members will determine whether a conflict of interest exists. If a conflict exists the board or committee shall determine whether an alternative transaction or arrangement that would not give rise to a conflict is equally advantageous. If an alternative transaction is not equally advantageous the director or committee member who is the subject of the conflict shall not vote on, nor use his her personal influence on, nor participate in discussions or deliberations with respect to the transaction.”

“The institute has an established sub-committee, the joint executive compensation & benefits committee (jec&bc) that is made up entirely of independent, outside committee members. This committee is charged with the oversight of the compensation of moffitt disqualified persons. These positions include the ceo, executive vice presidents, chief human resources officer, chief enterprise risk officer, vp finance, vp moffitt medical group, vp patient care services/chief nursing officer and vp chief pharmacy officer. To accomplish its mission, the committee can, as needed, and does at its discretion, engage independent outside advisors, including, but not limited to attorneys and third-party compensation consultants. On an annual basis the jec&bc engages a nationally known, third-party consulting firm to provide a detailed study of the cash compensation for each disqualified person. The consultant uses a variety of published surveys compiled by independent firms to provide the institute source data for the study. Using functionally comparable positions in other similarly sized, not-for-profit and for-profit healthcare, academic and research organizations, the consulting firm produces a study that compares each designated moffitt position to its appropriate market equivalent, including the value of all benefits and perquisites (cash and non-cash) provided as compensation to the disqualified persons. The resulting data is provided to the director of compensation, who is not included in the disqualified person category, for use in the formulation of recommendations for compensation changes to maintain market competitiveness or to reward performance. These recommendations, along with the consultant's comparability data, are presented to the jec&bc for the committee members to confirm its reasonableness, make modifications as it deems necessary and provide final approval. Minutes are kept at each of these annual meetings detailing the recommendations presented and the decisions made by the committee. These minutes are published to the committee at the next meeting and reported back to the institute board.”

“All organizing and governing documents such as form 1024, conflicts of interest policy, and articles of incorporation as well as form 990 and audited financial statements are made available upon request.”

“Other changes in net assets relates to an intercompany transfer in the amount of $1,500,000.”