Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
Northwestern Medical Faculty Foundation
Employer identification number
36-3097297
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
9,837,617
10,526,767
15,017,151
14,363,797
23,521,970
73,267,302
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
408,961,347
465,454,273
501,009,070
536,910,335
545,752,642
2,458,087,667
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
418,798,964
475,981,040
516,026,221
551,274,132
569,274,612
2,531,354,969
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
2,531,354,969
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
418,798,964
475,981,040
516,026,221
551,274,132
569,274,612
2,531,354,969
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
22,183,666
2,082,328
1,203,782
1,763,780
1,569,425
28,802,981
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
33,030
33,030
c
Add lines 10a and 10b.
22,183,666
2,082,328
1,203,782
1,763,780
1,602,455
28,836,011
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
440,982,630
478,063,368
517,230,003
553,037,912
570,877,067
2,560,190,980
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
98.874 %
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
98.670 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
1.126 %
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
1.330 %
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
Northwestern Medical Faculty Foundation
Employer identification number
36-3097297
Identifier
Return Reference
Explanation
Supplemental Information
FORM 990, PART V, LINE 2A
THE AMOUNT DISCLOSED REFLECTS THE NUMBER OF W-2'S ISSUED BY NORTHWESTERN MEDICAL FACULTY FOUNDATION DIRECTLY, AS WELL AS THOSE ISSUED BY NORTHWESTERN UNIVERSITY TO JOINT EMPLOYEES WHO ARE PAID THROUGH A COMMON PAYMASTER.
DELEGATION OF MANAGEMENT DUTIES
FORM 990, PART VI, LINE 3
EFFECTIVE AUGUST 29, 2011, THE FOUNDATION RETAINED NORMAN A. BOTSFORD TO PROVIDE SERVICES AS THE INTERIM SENIOR VICE PRESIDENT AND CHIEF OPERATING OFFICER UNDER TERMS OF AN INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT BETWEEN THE FOUNDATION AND NORMAN A. BOTSFORD, LLC.
DESCRIBE THE SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS
FORM 990, PART VI, LINE 4
THE BYLAWS OF THE FOUNDATION WERE AMENDED EFFECTIVE DECEMBER 10, 2010 BY VOTE OF THE FOUNDATION MEMBERS. THE AMENDMENTS TO THE BYLAWS INCORPORATE CHANGES IN THE ILLINOIS NOT-FOR-PROFIT ACT RELATING TO ELECTRONIC PARTICIPATION IN MEMBER AND BOARD MEETINGS AND TIMING OF NOTICES FOR BOARD MEETINGS. ADDITIONALLY, THE BYLAWS WERE UPDATED TO INCLUDE THE FOLLOWING: 1) PERMITTING THE BOARD, FOR EXCEPTIONAL CIRCUMSTANCES, TO APPOINT AN INDEPENDENT DIRECTOR TO SERVE ONE OR MORE TERMS BEYOND THREE THREE-YEAR TERMS; 2) REVISING MEMBERSHIP OF THE EXECUTIVE COMMITTEE; 3) FORMALLY SETTING FORTH THE CHARTERS AND COMPOSITION OF THE COMPENSATION COMMITTEE AND THE COMPLIANCE AND AUDIT COMMITTEE. describes the class(es) of membERS OR STOCKHOLDERS FORM 990, PART VI, LINE 6 The Foundation is organized under the Illinois General Not For Profit Corporation Act and has members who are faculty members of the Northwestern University Feinberg School of Medicine. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, LINE 7A Under the Foundations Bylaws, Members of the Foundation have the right to elect at-Large Directors of the Board at the annual meeting of the Members. DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, LINE 7B Under the Foundations Bylaws, Members of the Foundation have the right to vote to amend or repeal the Bylaws and to alter the amount of the contributions to the Deans Education-Research Fund of the Feinberg School of Medicine. DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 FORM 990, PART VI, LINE 11 THE FOUNDATION'S BOARD OF DIRECTORS, THROUGH A POLICY ADOPTED BY THE BOARD, HAS DELEGATED TO THE COMPLIANCE AND AUDIT COMMITTEE RESPONSIBILITY FOR REVIEWING FORM 990 PRIOR TO FILING WITH THE IRS. THE COMPLIANCE AND AUDIT COMMITTEE RECEIVED FORM 990 (INCLUDING REQUIRED SCHEDULES) ON JULY 6, 2012, AND MET WITH MANAGEMENT ON JULY 11, 2012 TO REVIEW AND DISCUSS FORM 990 PRIOR TO FILING.
DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICT OF INTEREST
FORM 990, PART VI, LINE 12C
IN ACCORDANCE WITH ITS CONFLICT OF INTEREST POLICY, THE FOUNDATION CONDUCTS AN ANNUAL SURVEY OF INTERESTS OF THE MEMBERS OF THE BOARD OF DIRECTORS; MEMBERS OF BOARD COMMITTEES; OFFICERS; PHYSICIANS MEMBERS; PHYSICIAN CONSULTANTS; MANAGEMENT; THE INTERNAL AUDITOR; AND, THOSE INVOLVED IN PROCUREMENT ACTIVITIES. IN ADDITION TO COMPLETING THE ANNUAL SURVEY, INDIVIDUALS SUBJECT TO THE POLICY ARE REQUIRED TO UPDATE THEIR SURVEY RESPONSES THROUGHOUT THE YEAR. ALL ANNUAL RESPONSES ARE REVIEWED BY THE FOUNDATION'S GENERAL COUNSEL AND CHIEF COMPLIANCE OFFICER. ADDITIONALLY, THE FOUNDATION'S CLINICAL DEPARTMENT CHAIRMEN AND/OR DIVISION CHIEFS REVIEW THE ANNUAL SURVEY RESPONSES FOR THE PHYSICIANS IN THEIR DEPARTMENTS. FURTHER, THE COMPLIANCE AND AUDIT COMMITTEE REVIEWS THE ANNUAL SURVEY RESPONSES OF ALL MEMBERS OF THE BOARD OF DIRECTORS; MEMBERS OF BOARD COMMITTEES; OFFICERS; EXECUTIVE MANAGEMENT; AND, THE INTERNAL AUDITOR. THE COMPLIANCE AND AUDIT COMMITTEE ALSO RECEIVES AND REVIEWS A SUMMARY REPORT OF ANNUAL SURVEY RESPONSES FROM ALL OTHER RESPONDENTS. WHEN DEEMED NECESSARY AND APPROPRIATE, CONFLICT MANAGEMENT PLANS ARE DEVELOPED AND IMPLEMENTED FOR SELECT RESPONDENTS. THE FOUNDATION'S POLICY ALLOWS FOR PENALTIES FOR INDIVIDUALS REFUSING TO COOPERATE IN THE ANNUAL CONFLICT OF INTEREST SURVEY PROCESS.
PROCESS FOR DETERMINING COMPENSATION FOR CEO, AND OTHER OFFICERS
FORM 990, PART VI, LINE 15A & 15B
THE COMPENSATION COMMITTEE OF THE NORTHWESTERN MEDICAL FACULTY FOUNDATION IS A COMMITTEE OF THE BOARD OF DIRECTORS WHOSE VOTING MEMBERS ARE ALL OUTSIDE DIRECTORS. THE COMMITTTEE OPERATES PURSUANT TO A COMPENSATION COMMITTEE CHARTER AND AN EXECUTIVE LEADERSHIP COMPENSATION PHILOSOPHY AND STRATEGY, BOTH APPROVED BY THE COMMITTEE AND THE BOARD OF DIRECTORS. THE CHARTER DELEGATES OVERSIGHT OF EXECUTIVE LEADERSHIP COMPENSATION TO THE COMMITTEE. THE COMMITTEE IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL COMPENSATION AND BENEFITS PROVIDED BY THE FOUNDATION TO EXECUTIVES, PHYSICIANS WHO ARE "POTENTIALLY DISQUALIFIED PERSONS", AND OTHER PHYSICIAN EMPLOYEES WHO MEET CRITERIA ESTABLISHED BY THE COMMITTEE. THE COMMITTEE RECOGNIZES THE RESPONSIBILITY TO ENSURE THAT ITS EXECUTIVE LEADERSHIP COMPENSATION PROGRAM IS IN FULL COMPLIANCE WITH ALL APPLICABLE LAWS; THAT IT IS APPROPRIATE IN VIEW OF THE FOUNDATION'S PURPOSES, MISSION, AND TAX-EXEMPT STATUS; AND, THAT TOTAL COMPENSATION LEVELS ARE REASONABLE AND NOT EXCESSIVE. THE COMMITTEE, PRIOR TO MAKING COMPENSATION DECISIONS WITH RESPECT TO EXECUTIVE LEADERSHIP AND OTHER DISQUALIFIED PERSONS, OBTAINS AND RELIES UPON APPROPRIATE COMPARABILITY DATA TO SUPPORT ITS DECISION-MAKING PROCESS. THE COMMITTEE'S DECISION-MAKING PROCESS AND MEETINGS ARE THOROUGHLY DOCUMENTED IN OFFICIAL MINUTES ON A TIMELY BASIS. THE COMMITTEE ENGAGES OUTSIDE INDEPENDENT LEGAL COUNSEL AND OUTSIDE INDEPENDENT COMPENSATION CONSULTANTS TO ASSIST THE COMMITTEE IN ITS DECISION-MAKING PROCESS. NO MEMBER OF THE COMMITTEE HAS ANY CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENTS COMING BEFORE THE COMMITTEE.
AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC
FORM 990, PART VI, LINE 19
THE FOUNDATION MAKES AVAILABLE TO THE PUBLIC BOTH THE CONFLICT OF INTEREST POLICY AND PHYSICIAN RESPONSES TO THE ANNUAL CONFLICT OF INTEREST SURVEY. IN ACCORDANCE WITH LAW, THE FOUNDATION MAKES AVAILABLE ITS FORM 990 AND FORM 990-T TO THE PUBLIC. OTHER GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE NOT MADE DIRECTLY AVAILABLE TO THE GENERAL PUBLIC. THE DOCUMENTS, HOWEVER, MAY BE AVAILABLE THROUGH GOVERNMENT AGENCIES THAT REGULATE THE FOUNDATION. ADDITONALLY, UNDER TERMS OF A CONTINUING DISCLOSURE AGREEMENT RELATING TO THE SERIES 1998 REVENUE REFUNDING BONDS (BONDS), THE FOUNDATION FILES ITS AUDITED FINANCIAL STATEMENTS AND CERTAIN OTHER FINANCIAL AND OPERATING DATA WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB). SUCH STATEMENTS AND INFORMATION ARE AVAILABLE TO THE GENERAL PUBLIC THROUGH AN ONLINE APPLICATION SPONSORED BY THE MSRB. ADDITIONALLY, UNDER TERMS OF A MASTER TRUST INDENTURE, THE FOUNDATION PROVIDES ITS UNAUDITED QUARTERLY FINANCIAL INFORMATION TO THE INSURER OF THE BONDS, CERTAIN RATING AGENCIES, AND SELECT OTHER INTEREST PARTIES. HOURS WORKED FOR RELATED ORGANIZATIONS FORM 990, PART VII, SECTION A THE TOTAL 60 HOURS REPORTED AS WORKED INCLUDES HOURS WORKED FOR BOTH THE FOUNDATION AND RELATED ORGANIZATIONS. RECONCILIATION OF NET ASSETS FORM 990, PART XI, LINE 5 UNREALIZED GAINS ON TRADING SECURITIES - $2,907,575 EARNINGS ON ALTERNATIVE INVESTMENTS - $1,026,515 EARNINGS ON INSURANCE PROGRAM ASSETS - $7,346,000
Northwestern University as related organization
SCHEDULE R
NORTHWESTERN UNIVERSITY IS INCLUDED AS A "RELATED ORGANIZATION" BECAUSE UNDER THE CURRENT BYLAWS OF NORTHWESTERN MEDICAL FACULTY FOUNDATION, THE FOUNDATION'S CLINICAL DEPARTMENT CHAIRMEN COMPRISE A MAJORITY OF THE MEMBERS OF THE FOUNDATION'S BOARD OF DIRECTORS. THESE INDIVIDUALS ARE ALSO EMPLOYED AS CHAIRMEN OF THE CORRESPONDING ACADEMIC DEPARTMENTS WITHIN THE FEINBERG SCHOOL OF MEDICINE OF NORTHWESTERN UNIVERSITY. HOWEVER, THE TWO ORGANIZATIONS DO NOT STAND IN THE ROLES OF PARENT AND SUBSIDIARY. THEY ARE SEPARATE LEGAL ENTITIES, AND NORTHWESTERN MEDICAL FACULTY FOUNDATION IS NOT SUBJECT TO CONTROL BY NORTHWESTERN UNIVERSITY OR VICE-VERSA.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.