2024-03-20T11:46:56-05:00 2023-06-30 420714325 RSM US LLP 227 WEST FIRST STREET SUITE 700 DULUTH MN 55802 990 2022-07-01 411931343 UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS UNIV 6127671251 420 N 5TH STREET 650 MINNEAPOLIS MN 55401 ANDREW BEHRENS PRESIDENT 6127671251 2024-03-19 1 ANDREW BEHRENS XXX-XX-XXXX 1 JULIE BOYER P01278549 2187275025 2024-03-19 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z ANDREW BEHRENS 420 N 5TH STREET 650 MINNEAPOLIS MN 55401 5661243 0 X N/A X 1998 MN TO PROVIDE THE HIGHEST LEVEL OF STEWARDSHIP FOR UNIVERSITY DONORS THROUGH PROFESSIONAL MANAGEMENT AND OVERSIGHT OF THE UNIVERSITY OF MINNESOTA FOUNDATION'S ASSETS BY CREATING A FOCUSED INVESTMENT ENVIRONMENT WITH CLARITY OF PURPOSE, APPROPRIATE FLEXIBILITY, AND FREEDOM TO FOCUS ON INVESTMENT-RELATED ISSUES. 10 9 11 10 939777 433797 0 0 5244210 5661243 0 0 0 0 5244210 5661243 0 0 0 0 4204142 4594696 0 0 0 1040068 1066547 5244210 5661243 0 0 2748098 3669619 2541001 3462522 207097 207097 X TO PROVIDE THE HIGHEST LEVEL OF STEWARDSHIP FOR UNIVERSITY DONORS THROUGH PROFESSIONAL MANAGEMENT AND OVERSIGHT OF THE UNIVERSITY OF MINNESOTA FOUNDATION'S ASSETS BY CREATING A FOCUSED INVESTMENT ENVIRONMENT WITH CLARITY OF PURPOSE, APPROPRIATE FLEXIBILITY, AND FREEDOM TO FOCUS ON INVESTMENT-RELATED ISSUES. 0 0 4964463 4721466 THE CORPORATION OVERSEES THE MANAGEMENT OF THE UNIVERSITY OF MINNESOTA FOUNDATION'S FINANCIAL ASSETS. THE UNIVERSITY OF MINNESOTA FOUNDATION (FOUNDATION) DETERMINED THAT THE GROWTH OF ITS ASSETS AND DIVERSIFICATION OF ITS PORTFOLIO NECESSITATE A MORE EFFECTIVE METHOD OF MANAGEMENT. THEREFORE, THE FOUNDATION CREATED THE CORPORATION IN 1998 TO BE SOLELY RESPONSIBLE FOR THE DAY-TO-DAY OVERSIGHT OF THE MANAGEMENT OF THE FOUNDATION'S ASSETS. THE CORPORATION'S STREAMLINED STRUCTURE ENABLES IT TO RETAIN A HIGH CALIBER CHIEF INVESTMENT OFFICER. IT ALSO ENABLES THE CORPORATION TO ATTRACT COMMUNITY BOARD MEMBERS WITH FINANCIAL EXPERTISE, TO MORE EFFECTIVELY UTILIZE THE FINANCIAL AND INVESTMENT EXPERTISE OF ITS BOARD MEMBERS, MORE RAPIDLY RESPOND TO CHANGING MARKET CONDITIONS, AND PROVIDE MORE EFFECTIVE OVERSIGHT OF THE ACTIVITIES OF ITS OUTSIDE INVESTMENT MANAGERS. THE CORPORATION ALSO PROVIDES SERVICES TO ONE OTHER CHARITABLE ORGANIZATION. 4964463 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 6 0 1 11 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 10 9 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 0 0 1 1 0 MN X DAVID WALKOSZ 6127671251 420 N 5TH STREET 650 MINNEAPOLIS MN 55401 KATHLEEN M SCHMIDLKOFER DIRECTOR 0.40 40.00 X 0 663238 113395 JEFFREY V BAILEY CHAIR/DIRECTOR 0.40 0.00 X X 0 0 0 PETER M GRANT DIRECTOR 0.40 0.00 X 0 0 0 B KRISTINE JOHNSON DIRECTOR 0.40 0.00 X 0 0 0 ERWIN A KELEN DIRECTOR (UNTIL 11/1/2022) 0.40 0.00 X 0 0 0 SRIRAM LAKSHMINARAYANAN DIRECTOR 0.40 0.00 X 0 0 0 ROSS LEVIN DIRECTOR 0.40 0.40 X 0 0 0 DOUGLAS A NEIMANN DIRECTOR 0.40 0.00 X 0 0 0 MARCIA L PAGE DIRECTOR 0.40 0.00 X 0 0 0 PETER VORBRICH DIRECTOR 0.40 0.00 X 0 0 0 THERESA WARD DIRECTOR 0.40 0.40 X 0 0 0 DOUGLAS J GORENCE PRESIDENT (UNTIL 1/1/2023) 40.00 0.00 X 1186220 0 449713 ANDREW J BEHRENS PRESIDENT 40.00 0.00 X 752116 0 36600 CHRISTINE K SEARSON SECRETARY/TREASURER 0.40 40.00 X 0 349101 65390 JEFFREY M RODGERS INVESTMENT DIRECTOR 40.00 0.00 X 519114 0 42075 DANIEL J ARLANDSON INVESTMENT DIRECTOR 40.00 0.00 X 519598 0 39338 DAVID T WALKOSZ CONTROLLER 40.00 0.00 X 235451 0 34258 GRANT LARSON INVESTMENT ANALYST 40.00 0.00 X 123912 0 20889 3336411 1012339 801658 6 0 1 0 BLOOMBERG LP 731 LEXINGTON AVE NEW YORK NY 10022 DATA SERVICES 314946 1 INVESTMENT MANAGEMENT 523940 5661243 4721466 939777 5661243 5661243 4721466 939777 0 X 2417601 2175841 241760 1800132 1739495 60637 184156 175683 8473 48364 38691 9673 144443 131453 12990 15239 15239 453436 415214 38222 3711 3711 48282 48282 173798 173798 62608 62608 33597 33597 44034 44034 29071 29071 UBI TAX 187547 187547 MOVING EXPENSES 10890 10890 EDUCATION & DEVELOPMENT 4334 4334 5661243 4964463 696780 0 248886 289039 1195490 1196733 297104 81362 226243 215742 1077479 1968105 2748098 3669619 1463522 1494417 1077479 1968105 2541001 3462522 X 0 0 0 0 207097 207097 207097 207097 2748098 3669619 0 0 X 0 1 X 0 0 X X 1 UNIVERSITY OF MINNESOTA FOUNDATION 416042488 5 1 4964463 0 1 4964463 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 115397 15386 100011 181707 65976 115731 215742 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 507648 UMFIA INCENTIVE AWARD PLAN 641018 RIGHT-OF-USE ASSET - LEASES 819439 1968105 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 507648 UMFIA INCENTIVE AWARD PLAN 641018 LEASE LIABILITY 819439 1968105 X PART X, LINE 2: THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS (CORPORATION) FOLLOWS THE ACCOUNTING STANDARDS FOR CONTINGENCIES IN EVALUATING UNCERTAIN TAX POSITIONS. THIS GUIDANCE PRESCRIBES RECOGNITION THRESHOLD PRINCIPLES FOR THE FINANCIAL STATEMENT RECOGNITION OF TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN THAT ARE NOT CERTAIN TO BE REALIZED. NO LIABILITY HAS BEEN RECOGNIZED BY THE CORPORATION DUE TO THE IMPLEMENTATION OF THIS STANDARD. THE CORPORATION'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL AND STATE AUTHORITIES. X X X X 0 1 0 0 0 0 0 0 0 DOUGLAS J GORENCE PRESIDENT (UNTIL 1/1/2023) 663055 0 175875 0 347290 0 446975 0 2738 0 1635933 0 346528 0 ANDREW J BEHRENS PRESIDENT 425000 0 327057 0 59 0 36600 0 0 0 788716 0 0 0 KATHLEEN M SCHMIDLKOFER DIRECTOR 0 474048 0 188416 0 774 0 100500 0 12895 0 776633 0 0 JEFFREY M RODGERS INVESTMENT DIRECTOR 311486 0 207571 0 57 0 36600 0 5475 0 561189 0 0 0 DANIEL J ARLANDSON INVESTMENT DIRECTOR 311937 0 207571 0 90 0 36600 0 2738 0 558936 0 0 0 CHRISTINE K SEARSON SECRETARY/TREASURER 0 292337 0 55990 0 774 0 30500 0 34890 0 414491 0 0 DAVID T WALKOSZ CONTROLLER 173373 0 61900 0 178 0 28783 0 5475 0 269709 0 0 0 PART I, LINE 4B CERTAIN EMPLOYEES FOR THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS (CORPORATION) ARE PROVIDED THE OPPORTUNITY TO PARTICIPATE IN THE UMFIA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (PLAN). THE PLAN IS INTENDED TO BE AN UNFUNDED PLAN MAINTAINED PRIMARILY FOR THE PURPOSE OF PROVIDING DEFERRED COMPENSATION FOR A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES AS DESCRIBED IN SECTIONS 201(2), 301(A)(3), AND 401(A)(1) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (ERISA). PARTICIPATION IN THIS PLAN IS CURRENTLY LIMITED TO THE PRESIDENT OF THE CORPORATION. ANNUAL CONTRIBUTIONS BY THE CORPORATION ARE BASED ON A PERCENTAGE OF THE EMPLOYEE'S BASE SALARY, SUCH PERCENTAGE BEING DETERMINED BY THE CORPORATION'S BOARD OF DIRECTORS IN ITS SOLE DISCRETION BASED ON THE BOARD'S ASSESSMENT OF THE EMPLOYEE'S CONTRIBUTIONS TO THE CORPORATION'S LONG TERM PERFORMANCE. PAYMENTS FROM THIS PLAN ARE SUBJECT TO A VESTING SCHEDULE AND ARE 100% VESTED UPON THE EARLIER TO OCCUR OF THE EMPLOYEE'S NORMAL RETIREMENT DATE, DISABILITY OR DEATH. THE TAXABLE PAYMENT TO DOUGLAS GORENCE IN CALENDAR YEAR 2022 WAS $346,528. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS DISCLOSED THROUGH THE CONFLICT OF INTEREST POLICY (DESCRIBED BELOW IN RESPONSE TO FORM 990, PART VI, LINE 12C) ARE: DIRECTORS B. KRISTINE JOHNSON AND MARCIA L. PAGE HAVE A BUSINESS RELATIONSHIP. DIRECTORS B. KRISTINE JOHNSON AND DOUGLAS A. NEIMANN HAVE A BUSINESS RELATIONSHIP. DIRECTORS B. KRISTINE JOHNSON AND ERWIN A. KELEN HAVE A BUSINESS RELATIONSHIP. DIRECTORS THERESA WARD AND MARCIA L. PAGE HAVE A BUSINESS RELATIONSHIP. DIRECTOR KATHLEEN M. SCHMIDLKOFER AND SECRETARY/TREASURER CHRISTINE K. SEARSON HAVE A BUSINESS RELATIONSHIP WITH THEIR ROLES AT THE UNIVERSITY OF MINNESOTA FOUNDATION AS PRESIDENT/CEO AND VICE PRESIDENT/CFO, RESPECTIVELY. FORM 990, PART VI, SECTION A, LINE 6 THE UNIVERSITY OF MINNESOTA FOUNDATION IS THE SOLE MEMBER OF THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS. FORM 990, PART VI, SECTION A, LINE 7A THE UNIVERSITY OF MINNESOTA FOUNDATION HAS THE POWER TO APPOINT MEMBERS OF THE BOARD OF DIRECTORS AT THE EXPIRATION OF A TERM OF OFFICE, TO FILL ANY VACANCY, AND TO REMOVE DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE UNIVERSITY OF MINNESOTA FOUNDATION AS SOLE MEMBER OF THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS MUST APPROVE THE FOLLOWING ACTIONS AS PRESCRIBED IN THE BYLAWS: (A) APPOINT MEMBERS OF THE BOARD OF DIRECTORS AT THE EXPIRATION OF A TERM OF OFFICE OR TO FILL ANY VACANCY, AND REMOVE DIRECTORS AT ANY TIME, WITH OR WITHOUT CAUSE, AS SET FORTH BELOW IN ARTICLE IV; (B) SELL, LEASE OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY AND ASSETS; (C) VOLUNTARILY DISSOLVE; (D) MERGE, CONSOLIDATE WITH ANY DOMESTIC OR FOREIGN ORGANIZATION OR LEASE OR SELL MORE THAN FIFTY PERCENT OF THE CORPORATION'S PROPERTY AND ASSETS TO ANY ENTITY IN ANY ONE TRANSACTION OR SERIES OF RELATED TRANSACTIONS; (E) AMEND THE ARTICLES OR THESE BYLAWS. (F) SELECT ADDITIONAL BENEFICIARY ORGANIZATIONS; (G) ADMIT ADDITIONAL MEMBERS; OR (H) SUBSTANTIALLY CHANGE THE PRESENT OR NOW INTENDED NATURE OF THE CORPORATION'S OPERATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE PRESIDENT, TREASURER/SECRETARY, CHIEF OPERATING OFFICER, AND CONTROLLER AS WELL AS A PAID PREPARER. THE FORM 990 IS THEN MADE AVAILABLE TO THE FULL BOARD PRIOR TO FILING THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO ALL BOARD MEMBERS, OFFICERS, AND STAFF ON AN ANNUAL BASIS. THE PRESIDENT AND CONTROLLER REVIEW THE POTENTIAL CONFLICTS AS REPORTED BY THE BOARD MEMBERS, OFFICERS AND STAFF. TO DATE, NO CONFLICT HAS BEEN REPORTED. HOWEVER, UPON THE EVENT OF A CONFLICT, THE BOARD MEMBER WOULD REFRAIN FROM VOTING AND WOULD BE REMOVED FROM THE BOARD IF NEEDED. IF A CONFLICT ARISES DURING THE YEAR, IT IS THE BOARD MEMBER'S RESPONSIBILITY TO DISCLOSE TO THE BOARD. FORM 990, PART VI, SECTION B, LINE 15 AS A NONPROFIT, THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS (CORPORATION) MUST DEMONSTRATE REASONABLE COMPENSATION FOR EXECUTIVE LEVEL POSITIONS. THE FOLLOWING ARE IN PLACE TO DOCUMENT AND SUPPORT EXECUTIVE COMPENSATION PRACTICES: ANNUALLY THE CORPORATION PARTICIPATES IN AND REVIEWS LOCAL/NATIONAL MARKET SALARY DATA. COMPENSATION REVIEW AND APPROVAL PROCESS CONSISTS OF THE FOLLOWING STEPS: 1) THE CORPORATION STAFF COMPENSATION IS RECOMMENDED BY THE PRESIDENT, REVIEWED AND DISCUSSED WITH THE COMPENSATION COMMITTEE. COMPENSATION FOR THE PRESIDENT IS PREPARED BY THE COMPENSATION COMMITTEE CHAIR FOR APPROVAL BY THE COMPENSATION COMMITTEE. 2) PERFORMANCE AND COMPENSATION IS REVIEWED FOR DISCUSSION/QUESTIONS AND APPROVAL BY THE COMPENSATION COMMITTEE. IT IS NOTED THE COMPENSATION COMMITTEE MEMBERS ARE "DISINTERESTED" PARTIES UNDER IRS REGULATIONS CONCERNING INTERMEDIATE SANCTIONS. 3) THE PRESIDENT AND COMPENSATION COMMITTEE CHAIR THEN PRESENT STAFF COMPENSATION ACTIONS TO THE BOARD OF DIRECTORS FOR REVIEW AND RATIFICATION. THEN WITHOUT THE PRESIDENT PRESENT AND IN EXECUTIVE SESSION, THE BOARD CHAIR OR COMPENSATION COMMITTEE CHAIR PRESENTS THE PRESIDENT PERFORMANCE AND COMPENSATION FOR REVIEW AND RATIFICATION. THE APPROVALS OF THE PRESIDENT AND STAFF COMPENSATION ARE DOCUMENTED IN THE MEETING NOTES. THESE PROCEDURES ARE PERFORMED ANNUALLY; MOST RECENTLY IN AUGUST 2023. FORM 990, PART VI, SECTION C, LINE 19 THE CONSOLIDATED FINANCIAL STATEMENTS OF THE UNIVERSITY OF MINNESOTA FOUNDATION AND THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS ARE AVAILABLE TO THE PUBLIC VIA THE UNIVERSITY OF MINNESOTA FOUNDATION WEBSITE OR BY PROVIDING COPIES UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN THE IRC SECTION 6104(D). UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS' GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE GENERALLY NOT AVAILABLE TO THE PUBLIC. FORM 990, PART VI, SECTION B, LINES 13 AND 14: THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS HAS NOT FORMALLY ADOPTED A WHISTLEBLOWER OR DOCUMENT RETENTION & DESTRUCTION POLICY BUT FOLLOWS THE WHISTLEBLOWER POLICY OF THE UNIVERSITY OF MINNESOTA FOUNDATION. A FORMAL DOCUMENT RETENTION AND DESTRUCTION POLICY IS IN PROCESS. FORM 990, PART IX, LINE 11G PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 415,214. MANAGEMENT AND GENERAL EXPENSES 38,222. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 453,436. 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