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
2012
Open to Public Inspection
Name of the organization
University of Wisconsin Foundation
Employer identification number
39-0743975
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 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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
160,979,453
156,118,593
165,667,841
197,541,841
211,242,673
891,550,401
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
0
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
4
Total. Add lines 1 through 3
160,979,453
156,118,593
165,667,841
197,541,841
211,242,673
891,550,401
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)..
181,613,961
6
Public support. Subtract line 5 from line 4.
709,936,440
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
160,979,453
156,118,593
165,667,841
197,541,841
211,242,673
891,550,401
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
29,159,809
13,422,452
17,790,765
24,330,580
28,098,234
112,801,840
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
0
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
0
505,943
0
0
103,805
609,748
11
Total support (Add lines 7 through 10).
1,004,961,989
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
70.643 %
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
73.646 %
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
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......
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.
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.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
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.)..
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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012
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
2012
Open to Public Inspection
Name of the organization
University of Wisconsin Foundation
Employer identification number
39-0743975
Identifier
Return Reference
Explanation
FINANCIAL ACCOUNTS IN FOREIGN COUNTRIES:
PART V, QUESTION 4A & 4B
THE ORGANIZATION HAS EVALUATED ITS FOREIGN OFFSHORE INVESTMENT FUND HOLDINGS BASED ON RECENT IRS GUIDANCE AND IS NOT SUBJECT TO THE FILING OF FORM TD F 90-22.1 TO REPORT ITS INTERESTS IN FOREIGN FINANCIAL ACCOUNTS. THESE ACCOUNTS ARE FOREIGN OFFSHORE INVESTMENT FUND HOLDINGS AND DO NOT MEET THE DEFINITION OF FOREIGN MUTUAL FUNDS REQUIRING DISCLOSURE. Reportable Business Relationships: Part VI, Section A, Question 2 John J. Oros and Paul Collins - business relationship Paul S. Shain and Ted D. Kellner - business relationship Paul S. Shain, Ted D. Kellner, and Michael Knetter - business relationship
SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS:
PART VI, SECTION A, QUESTION 4
The compensation section of the bylaws has changed. The bylaws now state the following: 3.13. Compensation. The board of directors shall not be paid compensation for their services to the corporation, which the exception of the President and CEO. The Other committees section of the bylaws has changed. The Bylaws now state the following: 3.16. Other Committees. The board of directors, by resolution adopted by the affirmative vote of a majority of the directors, may designate one or more other committees, each committee to consist of at least three or more directors nominated by the Chair and appointed by the board of directors, which shall have and may exercise, when the board of directors is not in session, powers of the board of directors in the management of the business and affairs of the corporation to the extent provided in each committee's charter as initially adopted by resolution of the board and as thereafter supplemented or amended by further resolution adopted by a like vote, except with respect to electing general officers or filling vacancies on the board of directors or committees. Each such committee shall fix its own rules governing the conduct of its activities, consistent with these bylaws, and shall make such reports to the board of directors of its activities as the board of directors may request. Any committee may establish one or more subcommittees and delegate powers and duties of the committee to such subcommittees to carry out the committee's functions and mission. The scope and charter of any subcommittee when created shall be reported to the Chair. Unless the board of directors otherwise decides, the board of directors shall have the following committees in addition to the Executive Committee: 3.16.1. Governance and Nominating Committee. The purpose of the Governance and Nominating Committee shall be to assist the board of directors in fulfilling its responsibility in the monitoring and oversight of governance matters and to make recommendations to the board of directors regarding matters of governance. In addition, this committee shall recommend to the board of directors, candidates to serve as (1) Members of the corporation, and (2) members of the board of directors, and (3) officers of the corporation. 3.16.2. Audit Committee. The purpose of the Audit Committee shall be to (1) oversee the quality and integrity of the accounting, auditing, and reporting practices of the corporation, (2) engage and approve the work of the independent auditor, and (3)oversee the corporation's compliance with any applicable legal and regulatory requirements. 3.16.3. Budget and Personnel Committee. The purpose of the Budget and Personnel Committee shall be to (1) oversee the budgeting process of the corporation, in general, and (2) oversee and approve staffing, compensation and benefit plans, and (3) set the compensation plan for the President and CEO and other officers with approval of the board of directors. 3.16.4. Investment Committee. The purpose of the Investment Committee shall be to serve as the investment fiduciary responsible for the prudent management of the corporation's investment portfolios. 3.16.5. Development Committee. The purpose of the Development Committee of the University of Wisconsin Foundation is to learn about development best practices and compare those best practices to the current practices of the Foundation with the goal of recommending changes where appropriate.
ORGANIZATION'S MEMBERS:
PART VI, SECTION A, QUESTION 6
ACCORDING TO UNIVERSITY OF WISCONSIN FOUNDATION BYLAWS, ARTICLE II. MEMBERS: "2.01. NUMBER. THE CORPORATION SHALL HAVE AT LEAST ONE HUNDRED (100) MEMBERS AND NO MORE THAN FIVE HUNDRED (500) MEMBERS, THE EXACT NUMBER TO BE DETERMINED FROM TIME TO TIME BY THE NUMBER OF PERSONS ELECTED TO MEMBERSHIP." "2.02. QUALIFICATIONS. MEMBERS SHALL BE NATURAL PERSONS. MEMBERSHIP SHALL BE PERSONAL TO A MEMBER AND NO MEMBERSHIP OR RIGHTS OF A MEMBER SHALL BE ASSIGNED OR TRANSFERRED IN ANY MANNER. IT SHALL NOT BE A CONDITION OF MEMBERSHIP THAT A PERSON SHALL HAVE BEEN A GRADUATE OR STUDENT OR FORMER STUDENT OF A UNIVERSITY OR COLLEGE, OR SHALL HAVE HELD ANY OFFICE, POSITION OR MEMBERSHIP IN ANY OTHER ORGANIZATION, PUBLIC OR PRIVATE."
MEMBERS WHO MAY ELECT ONE OR MORE MEMBERS OF GOVERNING BODY:
PART VI, SECTION A, QUESTION 7A
ACCORDING TO UNIVERSITY OF WISCONSIN FOUNDATION BYLAWS, ARTICLE II. MEMBERS: "2.09. NOTICE OF MEETING. WRITTEN NOTICE STATING THE DATE, TIME, AND PLACE OF THE MEETING AND, IN THE CASE OF A SPECIAL MEETING, THE PURPOSE OR PURPOSES FOR WHICH THE MEETING IS CALLED, SHALL BE GIVEN NOT LESS THAN FIVE (5) DAYS NOR MORE THAN FIFTY (50) DAYS BEFORE SUCH MEETING BY OR AT THE DIRECTION OF THE CHAIR, IF THE CHAIR CALLED THE MEETING, OR THE SECRETARY, IF THE BOARD OF DIRECTORS CALLED THE MEETING OR THE SECRETARY CALLED THE MEETING AT THE REQUEST OF MEMBERS, TO EACH MEMBER ENTITLED TO VOTE AT SUCH MEETING. NOTICE MAY BE GIVEN IN PERSON OR BY ANY RELIABLE MEANS OF COMMUNICATION PERMITTED BY WISCONSIN STATUTES, INCLUDING E-MAIL, FACSIMILE TRANSMISSION, OR CONVENTIONAL MAIL. IF MAILED, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL, ADDRESSED TO THE MEMBER AT HIS/HER ADDRESS AS IT APPEARS IN THE RECORDS OF THE CORPORATION WITH POSTAGE THEREON PREPAID." "2.10. QUORUM. TWENTY PERCENT (20%) OF THE MEMBERS ENTITLED TO VOTE, REPRESENTED IN PERSON OR BY PROXY, SHALL CONSTITUTE A QUORUM AT A MEETING OF THE MEMBERS. IF A QUORUM IS PRESENT, THE AFFIRMATIVE VOTE OF THE MAJORITY OF THE MEMBERS REPRESENTED AT THE MEETING AND ENTITLED TO VOTE ON THE SUBJECT MATTER SHALL BE THE ACT OF THE MEMBERS UNLESS THE VOTE OF A GREATER NUMBER IS REQUIRED BY LAW. THOUGH LESS THAN A QUORUM OF THE MEMBERS ARE REPRESENTED AT A MEETING, A MAJORITY OF THE MEMBERS SO REPRESENTED MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. AT SUCH ADJOURNED MEETING AT WHICH A QUORUM SHALL BE PRESENT OR REPRESENTED, ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN TRANSACTED AT THE MEETING AS ORIGINALLY NOTIFIED." "2.12. VOTING OF MEMBERS. EACH MEMBER SHALL BE ENTITLED TO ONE VOTE UPON EACH MATTER SUBMITTED TO A VOTE AT A MEETING OF THE MEMBERS. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES ENTITLED TO BE CAST BY MEMBERS PRESENT, IN PERSON OR BY PROXY, AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE MEMBERS, UNLESS A GREATER NUMBER OF VOTES IS REQUIRED BY LAW, THE ARTICLES OF INCORPORATION OR THESE BYLAWS."
DECISIONS OF THE GOVERNING BODY SUBJECT TO APPROVAL BY MEMBERS:
PART VI, SECTION A, QUESTION 7B
ACCORDING TO UNIVERSITY OF WISCONSIN FOUNDATION BYLAWS, ARTICLE VIII. AMENDMENTS: "8.01. BY MEMBERS. THESE BY-LAWS MAY BE ALTERED, AMENDED OR REPEALED AND NEW BY-LAWS MAY BE ADOPTED BY THE MEMBERS BY AFFIRMATIVE VOTE OF NOT LESS THAN A MAJORITY OF THE VOTES ENTITLED TO BE CAST BY THE MEMBERS PRESENT IN PERSON OR REPRESENTED BY PROXY AT A MEETING OF MEMBERS AT WHICH QUORUM IS PRESENT, UNLESS A GREATER VOTE IS REQUIRED BY LAW, THE ARTICLES OF INCORPORATION, OR THESE BYLAWS."
PROCESS ORGANIZATION USES TO REVIEW FORM 990:
PART VI, SECTION B, QUESTION 11B
THE FORM 990 IS PREPARED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM IN COORDINATION WITH THE UNIVERSITY OF WISCONSIN FOUNDATION FINANCE DEPARTMENT. ONCE A DRAFT OF THE FORM 990 IS RECEIVED FROM THE INDEPENDENT CERTIFIED ACCOUNTING FIRM, REVIEW OF THE RETURN IS COMPLETED BY THE SENIOR ACCOUNTANT OF THE UNIVERSITY OF WISCONSIN FOUNDATION WHO HOLDS A MASTERS OF TAXATION DEGREE AND IS A CERTIFIED PUBLIC ACCOUNTANT. THE RETURN IS ALSO REVIEWED BY THE CHIEF FINANCIAL OFFICER AND/OR CONTROLLER OF THE UNIVERSITY OF WISCONSIN FOUNDATION. THE CERTIFIED PUBLIC ACCOUNTING FIRM MAKES ANY NECESSARY ADJUSTMENTS AND PROVIDES A REVISED RETURN. UPON RECEIPT OF A FINAL DRAFT THE RETURN IS REVIEWED BY THE AUDIT COMMITTEE OF THE UNIVERSITY OF WISCONSIN FOUNDATION PRIOR TO SIGNATURE AND FILING. PRIOR TO FILING THE FORM 990 IS PROVIDED ELECTRONICALLY OR IN PAPER FORM TO ALL BOARD MEMBERS FOR REVIEW. ISSUES OR QUESTIONS FROM BOARD MEMBERS REGARDING THE TAX RETURN ARE RESOLVED PRIOR TO FILING THE RETURN AND INCORPORATED INTO THE RETURN IF REQUIRED. IN THE EVENT THERE ARE CHANGES, A REVISED FINAL VERSION IS SENT TO ALL BOARD MEMBERS WITH DETAILED DESCRIPTIONS OF THE CHANGES.
HOW ORGANIZATION MONITORS AND ENFORCES CONFLICT OF INTEREST POLICY:
PART VI, SECTION B, QUESTION 12C
ALL OFFICERS, DIRECTORS, KEY EMPLOYEES, AND EMPLOYEES OF THE UNIVERSITY OF WISCONSIN FOUNDATION ARE COVERED UNDER THE FOUNDATION'S CONFLICT OF INTEREST POLICY. OFFICERS, DIRECTORS, KEY EMPLOYEES, AND EMPLOYEES ARE TO DISCLOSE INTERESTS THAT MAY LEAD TO A CONFLICT. OFFICERS, DIRECTORS, AND KEY EMPLOYEES COMPLETE AND SIGN A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. THE INTERESTED PARTY MUST FULLY DISCLOSE ANY POTENTIAL CONFLICTS AND COMPLETELY RECUSE HIM/HERSELF FROM THE DISCUSSION AND ANY RELATED VOTE.
PROCESS FOR DETERMINING COMPENSATION OF TOP MANAGEMENT:
PART VI, SECTION B, QUESTIONS 15A & 15B
ANNUALLY THE COMPENSATION SUBCOMMITTEE OF THE BUDGET AND PERSONNEL COMMITTEE MEETS TO: 1) DETERMINE AND APPROVE THE PRESIDENT'S PAY, AND 2) REVIEW AND APPROVE THE PAY RECOMMENDATIONS MADE BY THE PRESIDENT FOR ALL OTHER OFFICERS. THE COMPENSATION SUBCOMMITTEE IS COMPOSED OF THE FOLLOWING MEMBERS OF THE BOARD: CHAIRMAN, VICE CHAIR, BUDGET AND PERSONNEL COMMITTEE CHAIR, AND SELECT OTHER BOARD MEMBERS. THE SUBCOMMITTEE REVIEWS SALARY SURVEYS ADMINISTERED BY PROFESSIONAL COMPENSATION CONSULTANTS THAT INCLUDE BIG TEN, BIG 12 AND OTHER UNIVERSITY FOUNDATIONS AND DEVELOPMENT DEPARTMENTS. THE SUBCOMMITTEE USES THIS MARKET DATA IN CONJUNCTION WITH INDIVIDUAL JOB PERFORMANCE AND THE FOUNDATION'S COMPENSATION PHILOSOPHY TO BE COMPETITIVE ON A NATIONAL BASIS FOR SIMILAR JOBS IN SIMILAR ORGANIZATIONS AS A BASIS FOR REVIEWING AND APPROVING ANY RECOMMENDATIONS. ACTIONS TAKEN ARE REFLECTED IN THE MINUTES OF EACH COMMITTEE MEETING. MINUTES ARE DISTRIBUTED, REVIEWED, AND OFFICIALLY APPROVED AT SUBSEQUENT MEETINGS.
HOW ORGANIZATION MAKES DOCUMENTS AVAILABLE TO THE PUBLIC
PART IV, SECTION C, LINE 19
Following Documents available on the organization's website at: www.supportuw.org/about-us/tax-legal/ -Restated Articles of Incorporation -By-Laws -Form 1023 Application for Exemption -IRS Tax Determination Letter -Audited Financial Statements -Form 990 -Form 990-T The conflict of interest policy is available upon request.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.