2022-04-22T10:19:03-05:00 2021-06-30 420714325 RSM US LLP 227 WEST FIRST STREET SUITE 700 DULUTH MN 55802 990 2020-07-01 411931343 UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS UNIV 6127671251 420 N 5TH STREET NO 650 MINNEAPOLIS MN 55401 DOUGLAS GORENCE PRESIDENT 6127671251 2022-04-21 1 DOUGLAS GORENCE 999009999 JULIE BOYER P01278549 2187275025 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z X DOUGLAS GORENCE 420 N 5TH STREET NO 650 MINNEAPOLIS MN 55401 4451007 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. 9 8 8 8 892103 455477 0 0 4075450 4451007 0 0 0 0 4075450 4451007 0 0 0 0 3328689 3673021 0 0 0 746761 777986 4075450 4451007 0 0 2200402 2789430 1993305 2582333 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 3810400 3558904 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. 3810400 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 3 0 1 8 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 9 8 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 NO 650 MINNEAPOLIS MN 55401 KATHLEEN M SCHMIDLKOFER DIRECTOR 0.40 40.00 X 0 563378 89838 B KRISTINE JOHNSON CHAIR/DIRECTOR 0.40 0.00 X X 0 0 0 DOUGLAS A NEIMANN DIRECTOR 0.40 0.00 X 0 0 0 ERWIN A KELEN DIRECTOR 0.40 0.00 X 0 0 0 JEFFREY V BAILEY DIRECTOR 0.40 0.00 X 0 0 0 MARCIA L PAGE DIRECTOR 0.40 0.00 X 0 0 0 PETER M GRANT DIRECTOR 0.40 0.00 X 0 0 0 ROSS LEVIN DIRECTOR 0.40 0.00 X 0 0 0 THERESA WARD DIRECTOR 0.40 0.00 X 0 0 0 DOUGLAS J GORENCE PRESIDENT 40.00 0.00 X 1189773 0 163867 KATHLEEN L PICKARD SECRETARY/TREASURER (LEFT OCT 2020) 0.40 40.00 X 0 303489 47958 CHRISTINE K SEARSON SECRETARY/TREASURER 0.40 40.00 X 0 220153 55088 ANDREW J BEHRENS CHIEF INVESTMENT OFFICER 40.00 0.00 X 462873 0 34200 JEFFREY M RODGERS INVESTMENT DIRECTOR 40.00 0.00 X 365268 0 46814 DANIEL J ARLANDSON INVESTMENT DIRECTOR 40.00 0.00 X 369713 0 39425 DAVID T WALKOSZ CONTROLLER 40.00 0.00 X 210399 0 38522 2598026 1087020 515712 5 0 1 0 BLOOMBERG LP 731 LEXINGTON AVE NEW YORK NY 10022 DATA SERVICES 305530 1 INVESTMENT MANAGEMENT 523920 4451007 3558904 892103 4451007 4451007 3558904 892103 0 1392163 1113730 278433 1820545 1749463 71082 201156 193697 7459 158950 127160 31790 100207 90331 9876 7643 7643 397136 364786 32350 2604 2604 27828 27828 140120 140120 5303 5303 1908 1908 1894 1894 24883 24883 UBI TAX 159553 159553 EDUCATION & DEVELOPMENT 4469 4469 4645 4645 4451007 3810400 640607 0 173315 147917 887800 1428808 152898 126777 7159 26121 1132128 1186584 2200402 2789430 861177 1395749 1132128 1186584 1993305 2582333 X 0 0 0 0 207097 207097 207097 207097 2200402 2789430 0 0 X 0 1 X 0 0 X X 1 UNIVERSITY OF MINNESOTA FOUNDATION 416042488 5 1 3922654 0 1 3922654 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 14359 9094 5265 117683 117683 0 20856 20856 26121 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 723972 UMFIA INCENTIVE AWARD PLAN 462612 1186584 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 723972 UMFIA INCENTIVE AWARD PLAN 462612 1186584 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 1 1 X X X 0 1 0 0 0 0 0 1 0 DOUGLAS J GORENCE PRESIDENT 621815 0 221130 0 346828 0 153270 0 10597 0 1353640 0 346432 0 KATHLEEN M SCHMIDLKOFER DIRECTOR 0 391697 0 170877 0 804 0 78500 0 11338 0 653216 0 0 ANDREW J BEHRENS CHIEF INVESTMENT OFFICER 314815 0 148004 0 54 0 34200 0 0 0 497073 0 0 0 JEFFREY M RODGERS INVESTMENT DIRECTOR 256886 0 108328 0 54 0 34200 0 12614 0 412082 0 0 0 DANIEL J ARLANDSON INVESTMENT DIRECTOR 261325 0 108328 0 60 0 34200 0 5225 0 409138 0 0 0 KATHLEEN L PICKARD SECRETARY/TREASURER (LEFT OCT 2020) 0 243456 0 59119 0 914 0 29060 0 18898 0 351447 0 0 CHRISTINE K SEARSON SECRETARY/TREASURER 0 196456 0 22770 0 927 0 21091 0 33997 0 275241 0 0 DAVID T WALKOSZ CONTROLLER 162861 0 47400 0 138 0 25908 0 12614 0 248921 0 0 0 PART I, LINE 1A THE UNIVERSITY OF MINNESOTA FOUNDATION INVESTMENT ADVISORS (CORPORATION) PAYS THE SOCIAL CLUB DUES FOR THE MINNEAPOLIS CLUB. THE CLUB MEMBERSHIP IS UNDER DOUGLAS GORENCE. THE CORPORATION PAYS THE DUES AND USES THE CLUB FOR BOARD MEETINGS, COMMITTEE MEETINGS, AND OTHER BUSINESS MEETINGS. THE CORPORATION MONITORS AND REVIEWS THE PERSONAL USAGE VS. BUSINESS USAGE OF THE CLUB AND WOULD INCLUDE ANY PERSONAL USE OF THE CLUB IN THE TAXABLE WAGES OF DOUGLAS GORENCE. 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 2020 WAS $346,432. PART I, LINE 7 THE PERFORMANCE AWARD PROGRAM RECOGNIZES ELIGIBLE INDIVIDUALS WITH AN INCENTIVE OPPORTUNITY EACH FISCAL YEAR FOR SUCCESSFUL PERFORMANCE AND COMPLETION OF WORK PLAN ACCOUNTABILITIES AND PREDETERMINED GOALS. THE INCENTIVE IS VARIABLE, AT RISK AND BASED ON A PERCENTAGE OF BASE SALARY. 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 THERESA WARD AND MARCIA L. PAGE HAVE A BUSINESS RELATIONSHIP. DIRECTOR KATHLEEN M. SCHMIDLKOFER AND SECRETARY/TREASURER KATHLEEN L. PICKARD (ENDED TERM ON 10/2/2020) AND THEN CHRISTINE K. SEARSON (STARTED TERM ON 10/2/2020) HAVE A BUSINESS RELATIONSHIP WITH THEIR ROLES AT THE UNIVERSITY OF MINNESOTA FOUNDATION AS PRESIDENT/CEO AND VICE PRESIDENTS/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 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 B, LINE 11B THE FORM 990 IS REVIEWED BY THE CHAIR OF THE BOARD, TREASURER/SECRETARY, PRESIDENT, AND CONTROLLER AS WELL AS A PAID PREPARER. THE FORM 990 IS THEN DISTRIBUTED TO THE FULL BOARD FOR REVIEW 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 BOARD CHAIR AND COMPENSATION COMMITTEE. COMPENSATION FOR THE PRESIDENT IS PREPARED BY THE BOARD 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 BOARD 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 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 2021. 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). 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 AND DOCUMENT RETENTION & DESTRUCTION POLICIES OF THE UNIVERSITY OF MINNESOTA FOUNDATION. 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