2022-05-09T16:26:53-05:00 2021-06-30 135565207 KPMG LLP 60 SOUTH STREET BOSTON MA 02111 990 2020-07-01 451556038 UNIVERSITY OF VERMONT AND STATE AGRICULTURAL COLLEGE FOUNDATION INC UNIV 8026568600 411 MAIN STREET BURLINGTON VT 05401 CHARLES FEENEY VP & CFO 8026568600 2022-05-09 1 CHARLES FEENEY 999009999 GARY MENIN P01638794 6179881000 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z JAMES KELLER 411 MAIN STREET BURLINGTON VT 05401 108461336 0 X WWW.UVMFOUNDATION.ORG X 2011 VT THE MISSION OF THE UVM FOUNDATION IS TO SECURE AND MANAGE PRIVATE SUPPORT FOR THE BENEFIT OF THE UNIVERSITY OF VERMONT. 27 26 120 6494 67401 0 32095043 92261518 9598758 8890645 2003011 1730552 55720 67401 43752532 102950116 25213604 16903604 0 0 8827635 8498136 0 30000 6146987 2552617 1968029 36593856 27399769 7158676 75550347 198276012 307895720 11312016 11337302 186963996 296558418 THE MISSION OF THE UVM FOUNDATION IS TO SECURE AND MANAGE PRIVATE SUPPORT FOR THE BENEFIT OF THE UNIVERSITY OF VERMONT. 0 0 16903604 16903604 8864555 THE FOUNDATION'S PRIMARY FUNCTION IS TO RAISE, RECEIVE, AND MANAGE FUNDS FOR SCHOLARSHIPS, PROFESSORSHIPS, AND FACILITIES AND OTHER SUPPORT FOR THE BENEFIT OF THE UNIVERSITY OF VERMONT AND STATE AGRICULTURAL COLLEGE AND BY OTHERWISE PERFORMING SUPPORT FUNCTIONS THAT CARRY OUT ITS CHARITABLE, SCIENTIFIC, EDUCATIONAL, OR OTHER EXEMPT PURPOSES. 1672277 26090 ALUMNI ARE OFFERED OPPORTUNITIES TO ATTEND SOCIAL AND EDUCATIONAL EVENTS FOR AN ADMISSION FEE THAT COVERS, AT THE MOST, DIRECT EXPENSES, BUT NEVER COVERS ALL EXPENSES. EVENTS INCLUDE ALUMNI REUNIONS, HOMECOMINGS, BASEBALL GAMES, TENNIS MATCHES, DANCES, ETC. 18575881 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 1 20 0 1 120 1 1 1 0 0 0 0 1 1 1 1 0 0 0 0 0 X 27 26 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA KY MD MA MI MN NH NJ NY OR SC UT WI X X CHARLES FEENEY 8026568600 411 MAIN STREET BURLINGTON VT 05401 SHANE JACOBSON END 11821 DIRECTOR/EX OFFICIO/FNDN PRES 43.00 X X 365947 0 69048 AFI AHMADI DIRECTOR/EX OFFICIO 1.00 X 0 0 0 HOWARD AVERILL BEG 7120 DIRECTOR 1.00 X 0 0 0 KATHY BATTISTONI DIRECTOR 1.00 X 0 0 0 JAMES BETTS DIRECTOR 1.00 X 0 0 0 FRANK BOLDEN DIRECTOR 1.00 X 0 0 0 ROBERT P BRENNAN JR DIRECTOR 1.00 X 0 0 0 WILLIAM CIMONETTI DIRECTOR 1.00 X 0 0 0 MICHELE COHEN DIRECTOR 1.00 X 0 0 0 PHILIP DANIELS DIRECTOR/EX OFFICIO 1.00 X 0 0 0 BARBARA FIDDLER DIRECTOR 1.00 X 0 0 0 SURESH GARIMELLA DIRECTOR/EX OFFICIO/UNIV PRES 2.00 X 0 0 0 DAVID GODKIN BEG SEC 7120 DIRECTOR/SECRETARY 2.00 X X 0 0 0 JAMES HEBERT DIRECTOR 1.00 X 0 0 0 VITO IMBASCIANI DIRECTOR 1.00 X 0 0 0 JAMES KELLER BEG 11921 DIRECTOR/EX OFFICIO/INTERIM FDN PRES 43.00 X X 0 0 0 RON LUMBRA DIRECTOR/EX OFFICIO 1.00 X 0 0 0 SUSAN MARCHAND HIGGINS DIRECTOR 1.00 X 0 0 0 DEBORAH MCANENY BEG 7120 DIRECTOR/VICE CHAIR 2.00 X X 0 0 0 DONALD MCCREE III DIRECTOR 1.00 X 0 0 0 DAVID REINES DIRECTOR 1.00 X 0 0 0 RAY ROBERTS DIRECTOR 1.00 X 0 0 0 DIANE L SEDER DIRECTOR/CHAIR 3.00 X X 0 0 0 CLAUDIA SERWER DIRECTOR 1.00 X 0 0 0 WILLIAM SHEAN DIRECTOR 1.00 X 0 0 0 WHIT WAGNER DIRECTOR/TREASURER 2.00 X X 0 0 0 CATHI WIEBRECHT-SEARER B 7120 DIRECTOR 1.00 X 0 0 0 CYMA ZARGHAMI DIRECTOR 1.00 X 0 0 0 CHARLES FEENEY VP & CFO 40.00 X 228529 0 47634 CLARENCE DAVIS END 31921 VP FOR DEVELOPMENT 40.00 X 171638 0 20010 MARK METIVIER ASSISTANT VP AND CONTROLLER 40.00 X 122311 0 25678 ANDREW FLEWELLING BEG 62121 EXECUTIVE DIR. OF HUMAN RESOURCES 40.00 X 95357 0 39543 JOHN HILTON BEG 11121 FNDN CHAIR EMERITUS 1.00 X 0 0 0 KATHLEEN KELLEHER VP FOR PRINCIPAL GIFTS 40.00 X 225804 0 45429 MANON O'CONNOR ASSOCIATE VP, MAJOR GIFTS, AHS 40.00 X 174609 0 36384 KATHLEEN DESJARDINS VP & CHIEF INFORMATION OFFICER 40.00 X 165246 0 39374 KATHLEEN HOWRIGAN VP FOR STRATEGIC ENGAGEMENT 40.00 X 152871 0 17290 ALAN RYEA EXEC DIR LEADERSHIP ENGAGEMENT 40.00 X 127287 0 37007 ALEXA WOODWARD END 32621 AVP CORP & FNDN RELATIONS & GIFTS 40.00 X 120558 0 38392 MARY LAMBERT ASSISTANT VP FOR DEVELOPMENT 40.00 X 111943 0 25861 SCOTT DANIS DIR INFO SYS PROGRAMMER 40.00 X 114072 0 22714 VIRGINIA LUBKOWITZ SR. DIRECTOR OF ADMINISTRATION, AHS 40.00 X 108622 0 15165 2284794 0 479529 16 0 1 0 UNIVERSITY OF VERMONT AND STATE AGRICULT 85 SOUTH PROSPECT STREET BURLINGTON VT 05403 PRINT,TUITION,REPAIR 432162 THE UNIVERSITY OF VERMONT MEDICAL CENTER PO BOX 1902 BURLINGTON VT 05402 LEASED EMPLOYEES 201244 MARKETING COMMUNICATION RESOURCE 4800 E 345TH STREET WILLOUGHBY OH 44094 PRINT & MAIL SERVICE 109387 3 92261518 6367200 92261518 SERVICE AGREEMENT - UNIVERSITY SU 900099 8864555 8864555 ALUMNI ACTIVITIES 900099 26090 26090 8890645 1743447 1743447 67401 67401 5498325 5511220 -12895 -12895 -12895 102950116 8890645 67401 1730552 16903604 16903604 2161206 333779 844240 983187 4353714 695096 652428 3006190 417910 64819 64102 288989 1117155 179128 162647 775380 448151 72264 97849 278038 114811 112311 2500 50531 50531 70725 70725 30000 30000 10020 10020 98764 65316 8970 24478 669652 79513 131593 458546 300179 57596 60709 181874 53308 14366 24044 14898 2299 19 83 2197 28435 10838 13510 4087 337938 91243 152072 94623 221067 221067 MISCELLANEOUS EXPENSES 10300 8300 2000 27399769 18575881 2676901 6146987 196950 4105876 39414974 51870904 19124034 67461957 443551 189751 0 0 0 0 0 0 0 0 415161 276069 32274214 1701436 28460716 30572778 2522817 3371180 107697809 150041152 0 0 0 0 0 6053 198276012 307895720 6346390 6630853 0 0 18649 20400 0 0 0 0 0 0 2187500 1965067 0 0 2759477 2720982 11312016 11337302 X 11514510 16881189 175449486 279677229 186963996 296558418 198276012 307895720 X 75550347 34917824 -873749 X 0 1 X 1 0 X 44673119 45821334 40651832 32081090 92261518 255488893 44673119 45821334 40651832 32081090 92261518 255488893 52890217 202598676 1335517 1796367 2363545 2033379 1743447 9272255 2547 2547 264763695 47595218 0.76520 0.85230 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: FUNDRAISING EVENT MISC INC - 2018 AMOUNT: $ 2,547. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 122990847 18999923 33278313 1365994 4299320 248246 169355523 116530968 12464796 -303252 1125536 4066728 509401 122990847 103915814 13561072 4145818 953371 3590516 547849 116530968 88789512 12161632 7202999 709495 3178281 350553 103915814 68728077 17214082 6453578 585917 2603739 416569 88789512 0.05422 0.92431 0.02147 1 1 1 350000 350000 22400000 22400000 9187992 1444506 7743486 282102 202810 79292 54120 54120 0 30572778 PARTNERSHIPS 8100000 F INVESTMENTS IN UVM POOL 94616451 F APPRECIATION IN UVM POOL 45645378 F PARTNERSHIPS 50 C BENEF INTEREST HELD BY OTHERS 1679273 F 150041152 LONG-TERM DEBT WITH UVM 2700000 OTHER LIABILITIES 20982 2720982 X 136972954 34917824 -894986 34022838 102950116 0 102950116 27378532 0 27378532 21237 21237 27399769 PART V, LINE 4: THE FOUNDATION'S ENDOWMENT IS A CONSOLIDATED POOL OF ENDOWMENTS BENEFITTING THE UNIVERSITY OF VERMONT BASED ON DONOR RESTRICTIONS OR BOARD DESIGNATIONS. EACH ENDOWMENT SUPPORTS A PURPOSE AT UVM, SUCH AS SCHOLARSHIPS (23%), PROFESSORSHIPS (40%) OR OTHER ACADEMIC AND CAMPUS PROGRAMS (37%). THE BOARD-APPROVED SPENDING POLICY PROVIDES A STABLE AND UNIFORM FUNDING STREAM FOR THESE PURPOSES. THE BOARD MONITORS INVESTMENT PERFORMANCE AND INFLATION TO MAXIMIZE ANNUAL SPENDING DISTRIBUTIONS TO UVM WHILE PRESERVING PURCHASING POWER IN PERPETUITY IN ACCORDANCE WITH DONOR AGREEMENTS AND BOARD RESOLUTIONS. PART X, LINE 2: UVM FOUNDATION GENERALLY DOES NOT PROVIDE FOR INCOME TAXES BECAUSE IT IS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. ASC 740, INCOME TAXES, PERMITS AN ENTITY TO RECOGNIZE THE BENEFIT AND REQUIRES ACCRUAL OF AN UNCERTAIN TAX POSITION ONLY WHEN THE POSITION IS MORE LIKELY THAN NOT TO BE SUSTAINED IN THE EVENT OF EXAMINATION BY TAX AUTHORITIES. IN EVALUATING WHETHER A TAX POSITION HAS MET THE RECOGNITION THRESHOLD, UVM FOUNDATION MUST PRESUME THAT THE POSITION WILL BE EXAMINED BY THE APPROPRIATE TAXING AUTHORITY THAT HAS FULL KNOWLEDGE OF ALL RELEVANT INFORMATION. ASC 740 ALSO PROVIDES GUIDANCE ON THE RECOGNITION, MEASUREMENT, AND CLASSIFICATION OF INCOME TAX UNCERTAINTIES, ALONG WITH ANY RELATED INTEREST OR PENALTIES. TAX POSITIONS DEEMED TO MEET THE MORE LIKELY THAN NOT THRESHOLD ARE RECORDED AS A TAX EXPENSE IN THE CURRENT YEAR. UVM FOUNDATION HAS ANALYZED ALL OPEN TAX YEARS, DEFINED BY THE STATUTES OF LIMITATIONS FOR ALL MAJOR JURISDICTIONS. OPEN TAX YEARS ARE THOSE THAT ARE OPEN FOR EXAM BY TAXING AUTHORITIES. MAJOR JURISDICTIONS FOR UVM FOUNDATION INCLUDE FEDERAL AND THE STATE OF VERMONT. AS OF JUNE 30, 2021, OPEN FEDERAL AND VERMONT TAX YEARS FOR UVM FOUNDATION INCLUDE TAX YEARS ENDED JUNE 30, 2018, 2019, AND 2020. UVM FOUNDATION HAS NO EXAMINATIONS IN PROGRESS. UVM FOUNDATION BELIEVES THAT IT HAS NO SIGNIFICANT UNCERTAIN TAX POSITIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: EQUITY TRANSFER TO UVM -1,594,820. EQUITY TRANSFER FROM UVM 76,380. CHANGE IN ALLOWANCE FOR CONTRIBUTION RECEIVABLE 741,516. CHANGE IN DISCOUNT OF CONTRIBUTION RECEIVABLE 639,568. CHANGE IN THE VALUE OF DERIVATIVES 6,053. INVESTMENT ACCOUNTING -9,700. INVESTMENT MANAGEMENT FEES -10,020. INVESTMENT INSURANCE -1,517. UNCOLLECTIBLE PLEDGES -742,446. PART V, LINE 2 THE FOUNDATION HAS ADOPTED FASB ASU 2016-14, PRESENTATION OF THE FINANCIAL STATEMENTS OF NOT-FOR-PROFIT ENTITIES, AND THE JUNE 30, 2021 AUDITED FINANCIAL STATEMENTS CLASSIFY NET ASSETS AS EITHER NET ASSETS WITHOUT DONOR RESTRICTIONS OR NET ASSETS WITH DONOR RESTRICTIONS. FOR PURPOSES OF PART V, LINE 2, THE FOUNDATION HAS REPORTED ITS YEAR END ENDOWMENT BALANCE WITHOUT DONOR RESTRICTIONS AS QUASI-ENDOWMENT AND ITS YEAR END BALANCE WITH DONOR RESTRICTIONS AS PERMANENT ENDOWMENT AND TERM ENDOWMENT. X X X X X 1 SNAVELY ASSOCIATES LTD PO BOX 1139 STATE COLLEGE PA 16804 CAMPAIGN 0 0 30000 -30000 30000 -30000 AK CA CO KY MA MD ME MI MN ND NH NJ NY OH OK OR SC UT WA WI SCHEDULE G, PART I, LINE 2B, COLUMN (III) AND (V): SNAVELY ASSOCIATES, LTD PROVIDES CAMPAIGN COMMUNICATION CONSULTING SERVICES TO AID IN THE PREPARATION OF ANNOUCING THE PUBLIC PHASE OF THE FOUNDATION'S FUNDRAISING CAMPAIGN. 1 UNIVERSITY OF VERMONT & STATE AGRICULTURAL COLLEGE 85 SOUTH PROSPECT STREET BURLINGTON VT 05401 030179440 501(C)(3) 15967040 630964 FMV SEE PART IV SEE PARTIV HILLEL AT THE UNIVERSITY OF VERMONT 80 COLCHESTER AVENUE BURLINGTON VT 05401 810554021 501(C)(3) 305000 600 FMV SEE PART IV SEE PARTIV 2 PART I, LINE 2: THE FOUNDATION OPERATES ON A REIMBURSEABLE BASIS AND REQUIRES A REPORT OF EXPENSES ON A QUARTERLY BASIS FOR REVIEW BY THE CONTROLLER FOR APPROPRIATENESS PRIOR TO DISTRIBUTION OF FUNDS. SCHEDULE I, PART II, LINE 1(G), ROW 1 NONCASH ASSISTANCE INCLUDES CONTRIBUTIONS OF EQUIPMENT AND LIVESTOCK AND VARIOUS SMALL GIFTS OF INSTRUMENTS, ART, BOOKS, AND COLLECTIBLES. SCHEDULE I, PART II, LINE 1(G), ROW 2 NONCASH ASSISTANCE INCLUDES CONTRIBUTIONS OF VARIOUS SMALL GIFTS OF ART AND COLLECTIBLES. SCHEDULE I, PART II, LINE 1(H), ROW 1 PURPOSES OF THE GRANTS AND ASSISTANCE INCLUDE: UNIVERSITY EDUCATIONAL DEPARTMENT USE; SCHOLARSHIPS, FELLOWSHIPS, AND AWARDS; PROFESSORSHIPS, RESEARCH, AND FACULTY SUPPORT; CAPITAL CONSTRUCTION; AND, OTHER ACADEMIC AND STUDENT SUPPORT. SCHEDULE I, PART II, LINE 1(H), ROW 2 THE PURPOSE OF THE GRANTS AND ASSISTANCE IS TO PROVIDE PROGRAMMING AND SERVICES TO ENRICH THE LIVES OF THE UNIVERSITY COMMUNITY AT LARGE INCLUDING BUT NOT LIMITED TO JEWISH UNDERGRADUATE AND GRADUATE STUDENTS. X X X 1 1 X X 0 0 0 0 0 0 0 1 0 SHANE JACOBSON END 11821 DIRECTOR/EX OFFICIO/FNDN PRES 359750 0 0 0 6197 0 44400 0 24648 0 434995 0 0 0 CHARLES FEENEY VP & CFO 190361 0 0 0 38168 0 19951 0 27683 0 276163 0 0 0 KATHLEEN KELLEHER VP FOR PRINCIPAL GIFTS 225804 0 0 0 0 0 25545 0 19884 0 271233 0 0 0 MANON O'CONNOR ASSOCIATE VP, MAJOR GIFTS, AHS 164609 0 0 0 10000 0 16500 0 19884 0 210993 0 0 0 KATHLEEN DESJARDINS VP & CHIEF INFORMATION OFFICER 165246 0 0 0 0 0 19490 0 19884 0 204620 0 0 0 CLARENCE DAVIS END 31921 VP FOR DEVELOPMENT 167466 0 0 0 4172 0 16660 0 3350 0 191648 0 0 0 KATHLEEN HOWRIGAN VP FOR STRATEGIC ENGAGEMENT 152871 0 0 0 0 0 16013 0 1277 0 170161 0 0 0 ALAN RYEA EXEC DIR LEADERSHIP ENGAGEMENT 127287 0 0 0 0 0 15678 0 21329 0 164294 0 0 0 ALEXA WOODWARD END 32621 AVP CORP & FNDN RELATIONS & GIFTS 120558 0 0 0 0 0 12615 0 25777 0 158950 0 0 0 PART I, LINE 1A THE FOUNDATION PAYS FOR ONE OFFICER'S MEMBERSHIP TO A GOLF CLUB FOR BONAFIDE BUSINESS REASONS. THE EXPENSE IS A TAXABLE BENEFIT TO THE OFFICER. THE FOUNDATION HAS A POLICY THAT ALLOWS A SPOUSE OR PARTNER TO ACCOMPANY ON A FOUNDATION TRIP FOR BONAFIDE BUSINESS REASONS WITH PRIOR APPROVAL FROM A SUPERVISOR. ONE DIRECTOR HAD HIS SPOUSE ACCOMPANY HIM FOR BONAFIDE BUSINESS REASONS. ONE OFFICER, ONE KEY EMPLOYEE, AND ONE HIGHEST COMPENSATED EMPLOYEE LISTED ON FORM 990, PART VII, SECTION A, LINE 1A EACH RECEIVED A ONE-TIME PAYMENT WHICH WAS GROSSED UP FOR RELATED TAX AMOUNTS AND INCLUDED IN THEIR TAXABLE INCOME. PART I, LINE 7 ONE OFFICER LISTED ON FORM 990, PART VII, SECTION A, LINE 1A RECEIVED A ONE-TIME BONUS PAYMENT WHICH WAS GROSSED UP FOR RELATED TAX AMOUNTS AND INCLUDED IN THEIR TAXABLE INCOME. X 11 159700 FMV X 18300 FMV X 191 5375636 FMV X 1 350000 FMV X EQUIPMENT 7 450814 FMV X LIVESTOCK 2 12750 FMV 7 0 1 0 PART I, COLUMN (B): PART I, COLUMN B IS REPORTING THE NUMBER OF CONTRIBUTIONS. SCHEDULE M, PART I, LINE 32A THE UVM FOUNDATION USES SERVICES OF A REALTOR TO SELL PIECES OF DONATED REAL ESTATE. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE AMENDED ON JUNE 21, 2021 TO INCREASE THE TERM OF FOUNDATION FELLOWS FROM 2 TO 3 YEARS AS WELL AS INCREASE THE TERM OF THE CHAIR AND VICE CHAIR OF THE BOARD FROM 2 TO 3 YEARS. THE BYLAWS WERE ALSO AMENDED TO INCLUDE CONTRACTS OF 3 YEARS OR GREATER REQUIRING BOARD APPROVAL. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 HAS BEEN REVIEWED BY THE OFFICERS OF THE FOUNDATION AND A COMPLETE COPY OF THE FEDERAL FORM 990 HAS BEEN PROVIDED TO EACH MEMBER OF THE BOARD OF DIRECTORS BEFORE FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C THE BOARD OF DIRECTORS APPROVED A CONFLICT OF INTEREST POLICY AND THE OVERVIEW ADDRESSES THE QUESTIONS IN PART VI: THE GOALS OF THE POLICY ARE TO IDENTIFY WHEN AND HOW CONFLICTS MAY ARISE, PROMOTE A PROCESS FOR EACH DIRECTOR TO DISCLOSE CONFLICTS, AND ELABORATE HOW THE BOARD CAN MANAGE CONFLICTS OF INTEREST. THERE IS NOTHING INHERENTLY WRONG WITH A CONFLICT SO LONG AS THE CONFLICT IS DISCLOSED AND MANAGED APPROPRIATELY. - A CONFLICT EXISTS WHEN THERE IS A APPARENT OR ACTUAL DIVERGENCE BETWEEN A DIRECTOR'S PRIVATE INTERESTS AND HIS/HER FIDUCIARY DUTY. THIS INCLUDES TIMES WHEN RELEVANT MATERIAL FACTS AFFECT A DIRECTOR, A MEMBER OF HIS/HER FAMILY, OR AN AFFILIATE. - IT IS NOT A CONFLICT TO SERVE IN LEADERSHIP CAPACITIES FOR OTHER NONPROFIT ORGANIZATIONS, UNIVERSITY/COLLEGE FOUNDATIONS, OR INSTITUTIONS OF HIGHER EDUCATION. - IT IS NOT POSSIBLE FOR OUR POLICY TO INCLUDE AN ALL-INCLUSIVE LIST OF SITUATIONS GIVING RISE TO A CONFLICT OF INTEREST. THE POLICY DOES GIVE EXAMPLES OF SITUATIONS PRESENTING POTENTIAL, ACTUAL OR APPARENT CONFLICTS: (I) COMMERCIAL TRANSACTIONS BETWEEN DIRECTOR AND THE FOUNDATION (II) CONFIDENTIAL, PROPRIETARY OR PRIVILEGED INFORMATION NOT TO BE SHARED WITH THE PUBLIC (III) DIVERTING BUSINESS OPPORTUNITIES AWAY FROM THE FOUNDATION FOR PRIVATE GAIN (IV) DIRECTORS CANNOT HIRE, SUPERVISE OR EVALUATE IMMEDIATE FAMILY MEMBERS OR AFFILIATES (V) DIRECTORS SHALL NOT ACCEPT COMPENSATION, GIFTS OR OTHER ITEMS IN EXCHANGE FOR INFLUENCING FOUNDATION OPERATIONS AND ACTIVITIES (VI) DIRECTORS CAN ACCEPT FROM THE FOUNDATION MODEST VALUE GIFTS OR OTHER ITEMS IN CONNECTION WITH BUSINESS AND SERVICE ON THE BOARD OF DIRECTORS (VII) DIRECTORS CAN EMPLOY FOUNDATION ADMINISTRATION FOR PRIVATE CONSULTING WITH PRIOR APPROVAL - UVM TRUSTEES AND EMPLOYEES WHO SERVE AS DIRECTORS ARE SUBJECT TO THE POLICY. THEY ARE NOT AUTOMATICALLY DISQUALIFIED FROM PARTICIPATING IN FOUNDATION BOARD DISCUSSIONS AND BUSINESS. RARE OCCASIONS MAY EXIST WHEN THEY WILL BE DISQUALIFIED FROM VOTING ON SPECIFIC MATTERS. -PROTOCOL (I) DIRECTORS ANNUALLY FILE CONFLICTS DISCLOSURE FORM BY MAY 30 (II) PRIOR TO COMMITTEE OR FULL BOARD MEETINGS, CONFLICTS MUST BE DISCLOSED AND MANAGED. THEY WILL BE EVALUATED BY PRESIDENT & CEO, COMMITTEE/BOARD CHAIR, AND THE AUDIT COMMITTEE. (III) DEPENDING UPON THE CONFLICT, DIRECTOR MAY OR MAY NOT BE ABLE PARTICIPATE IN THE DISCUSSION AND/OR VOTE ON AGENDA ITEM RELATED TO THE CONFLICT. (IV) IF NECESSARY, WE CAN REQUEST THE OPINION OF FOUNDATION LEGAL COUNSEL. FORM 990, PART VI, SECTION B, LINE 15 THE EXECUTIVE COMMITTEE SHALL ALSO SERVE AS THE COMPENSATION COMMITTEE, CHARGED WITH PERIODICALLY AND NO LESS THAN ONCE ANNUALLY REVIEWING AND APPROVING, FOLLOWING RECOMMENDATIONS FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE COMPENSATION AND BENEFITS THE FOUNDATION WILL PROVIDE TO ITS CORPORATE OFFICERS (WITH THE PRESIDENT AND CHIEF EXECUTIVE OFFICER RECUSING HIM OR HERSELF WITH RESPECT TO ANY DELIBERATIONS OR DECISIONS REGARDING HIS OR HER COMPENSATION). THE BOARD OF DIRECTORS HAS DELEGATED THE HIRING DECISION FOR ALL NON-OFFICERS TO THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. FORM 990, PART VI, SECTION C, LINE 19 THE UVM FOUNDATION MAINTAINS A DOCUMENT LIBRARY ON ITS WEBSITE FOR THE PUBLIC TO VIEW GOVERNANCE & POLICIES, GIVING FORMS, FINANCIAL REPORTS, MEETING AGENDAS, AND MEETING MINUTES. WWW.UVMFOUNDATION.ORG FORM 990, PART XI, LINE 9: EQUITY TRANSER FROM UVM 76,380. EQUITY TRANSFER TO UVM -1,594,820. UNCOLLECTIBLE PLEDGES -742,446. CHANGE IN ALLOWANCE FOR CONTRIBUTION RECEIVABLE 741,516. CHANGE IN DISCOUNT OF CONTRIBUTION RECEIVABLE 639,568. CHANGE IN THE VALUE OF DERIVATIVES 6,053. UVMF HOLDINGS LLC 411 MAIN STREET BURLINGTON VT 05401 300877053 INVEST HOLD VT 1038939 30807345 UVM FOUNDATION UVM FOUNDATION RETIREE HEALTH PLAN TRUST 411 MAIN STREET BURLINGTON VT 05401 320443476 HEALTH BENEFIT VT 501(C)(9) UVM FOUNDATION 1 FEUSRA REIT HOLDINGS LLC 1370 AVENUE OF THE AMERICAS NEW YORK NY 10019 844382223 INVESTMENT DE UVM FOUNDATION 273826 216446 0 0 0.99800 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 0 0 UVM FOUNDATION RETIREE HEALTH PLAN TRUST P 60478 CASH FEUSRA REIT HOLDINGS LLC F 68862 CASH PART V THE FOUNDATION USUALLY MAKES A TRANSFER OF CASH FOR EMPLOYER AND EMPLOYEE CONTRIBUTIONS TO THE UVM FOUNDATION RETIREE HEALTH PLAN TRUST TWICE A MONTH FOR COVERED EMPLOYEES FOR HEALTH BENEFITS IN RETIREMENT.