Attach to Form 990 or Form 990-EZ.
See separate instructions.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.).. | ||||||
| 11 | Total support (Add lines 7 through 10). | ||||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 0 | 0 | 0 | 0 | 0 | 0 |
| 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...... | 647,087 | 1,210,600 | 510,371 | 32,577,495 | 8,050,776 | 42,996,329 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | 0 | |||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | 0 | |||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | 0 | |||||
| 6 | Total. Add lines 1 through 5. | 647,087 | 1,210,600 | 510,371 | 32,577,495 | 8,050,776 | 42,996,329 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | 0 | |||||
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support (Subtract line 7c from line 6.) | 42,996,329 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 647,087 | 1,210,600 | 510,371 | 32,577,495 | 8,050,776 | 42,996,329 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 227,338 | 881,242 | 658,539 | 1,185,859 | 1,359,929 | 4,312,907 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 0 | |||||
| c | Add lines 10a and 10b. | 227,338 | 881,242 | 658,539 | 1,185,859 | 1,359,929 | 4,312,907 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 0 | |||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) .. | 53,294 | 53,237 | 51,577 | 45,044 | 38,149 | 241,301 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 927,719 | 2,145,079 | 1,220,487 | 33,808,398 | 9,448,854 | 47,550,537 |




| Facts And Circumstances Test |
|---|
| Explanation |
|---|
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 2 | Business Relationships There was a business relationship during the year between Natalie A. Jaresko (President/CEO, and voting director) and Lenna Koszarny (CFO & Administrative Officer), as they were owners and/or officers of Horizon Capital Associates LLC (HCA), the investment management company which has entered into a contract approved by the Western NIS Board of Directors and USAID, to provide investment management services to Western NIS. These TWO individuals were also owners and/or officers of Horizon Capital Advisors, LLC (HCAD), a subadvisor entity providing services to the management company. |
| Form 990, Part VI, Lines 6 & 7a | Members The corporate members of Western NIS consist of the directors who are US citizens. The members have the rights to elect and remove directors. |
| Form 990, Part VI, Line 7b | Approval by Members USAID has the authority to, and in fact does, approve certain Western NIS' decisions, including the long-term equity incentive plan, the privatization of Horizon Capital in 2006, the terms of the HCA investment management agreement with Western NIS, and the contribution of certain investments to the Emerging Europe Growth Fund, LP, a regional private equity fund launched in 2006. USAID conducts semi-annual reviews of Western NIS and reviews monthly reports and annual audited financial statements and annual reports submitted by Western NIS. |
| Form 990, Part VI, Line 11 | Form 990 Review Policy Western NIS Enterprise Fund's Form 990 is prepared by an independent accounting firm in conjunction with its finance staff. The Chief Financial Officer (CFO) reviews, edits, and approves the draft Form 990 prior to review by the President/Chief Executive Officer (CEO). Once the CEO completes review of the draft Form 990 and any revisions are incorporated, the draft Form 990 is distributed to a subcommittee of the Board formed to review and approve the Form 990 on behalf of the full Board of Directors. Once their comments are incorporated and the Form 990 is approved, a copy of the Form 990 that will be filed with the IRS is provided to all members of the Board of Directors, as well as external corporate counsel, prior to filing. |
| Form 990, Part VI, Line 12 | Conflict of Interest Policy Officers are appointed on an annual basis by the Board of Directors of Western NIS Enterprise Fund, and the terms of appointment include compliance with the policies and procedures of the Fund, including the conflict of interest policy. The Grant Agreement with USAID includes the conflict of interest policy and identifies which matters must be discussed with USAID. Compliance is monitored via the annual audit process, conducted by an independent big 4 public accounting firm, through review of transactions, including related party transactions and internal control procedures. Any potential conflict would be reviewed and handled by the board of directors and outside legal counsel. If a conflict was related to a board member, then that board member would be required to abstain from discussion and abstain from voting on the conflicted matter. |
| Form 990, Part VI, Line 15 and Part IX, Lines 5 - 10 | Compensation Western NIS has a special compensation structure that reflects its tax-exempt mission. As noted in Part III of Form 990, one of Western NIS' key accomplishments was fulfilling the directive from USAID to establish a private follow-on fund, Emerging Europe Growth Fund LP (EEGF). This directive followed the precedent of USAID-financed enterprise funds in Central and Eastern Europe, which successfully attracted significant private capital. As described in Schedule O, Western NIS is nearing its wind-down phase, and the founding of EEGF was a significant accomplishment towards Western NIS' mission. A private investment management company, Horizon Capital Associates LLC (HCA), was formed to manage the investments of EEGF and Western NIS. Following the founding of EEGF, all employees of Western NIS (except those located in the US) became employees of HCA's subadvisor entity, Horizon Capital Advisors, LLC (HCAD), resulting in the transfer of employee compensation, operating and other expenses from Western NIS to HCA and HCAD. Accordingly, Western NIS currently has no employees, other than an administrative assistant and a part-time accountant in the US. Both the formation of the Horizon Capital entities and outsourcing of investment management functions to HCA were approved by USAID. Western NIS pays HCA an annual management fee, as disclosed in Schedule L. The investment management agreement with HCA was approved by the Board of Directors of Western NIS, after review and approval of its key terms, including the management fee, by USAID, which had prior experience reviewing and approving similar investment management agreements entered into by other enterprise funds that it regulates. The management fee formula is identical to that in the investment management agreement between HCA and EEGF, which also was reviewed and approved by the WESTERN NIS Board and USAID (as well as by other investors in EEGF). In 2002, the board members of Western NIS established a long-term equity incentive plan ("LTEI"), which was based on similar arrangements at other USAID-financed enterprise funds and was approved by the US Congress and USAID. The LTEI Plan is not compensation from government grant funds but a separately USAID-approved incentive plan funded from investment sales proceeds. LTEI compensation is not contingent on revenues or net earnings, but rather on a profitable exit of a portfolio company that exceeds the baseline value set by the board of directors and approved by USAID. Upon the spin-off of employees to HCAD, the LTEI plan remains in effect as long as 1) the investment management agreement between Western NIS and HCA continues; 2) the specific employee remains in the employ of HCAD and 3) the board of directors does not amend, alter or terminate the plan. This is intended to maximize Western NIS' returns on its remaining portfolio. LTEI payments during the 2013 calendar year are set forth in the following paragraph. The statement of functional expenses in Part IX sets forth $85,336 of expenses under the long-term equity incentive plan (LTEI) that were paid out in February and August 2014, before the 9/30/14 fiscal year end. This amount represents LTEI payments made to former key employees. In the compensation section of Form 990, Part VII, we report $4,632,744 paid under the LTEI during the 2013 calendar year. This amount represents LTEI payments made to current and former officers. Also, during the 2013 calendar year $3,072,099 of LTEI payments were made to former employees. It should be noted that officers and employees who are classified as "former" were current officers and employees during the 2013 calendar year when these payments were made and these individuals only became former officers and employees during the fiscal year ended September 30, 2014. In addition, we note that the Grant Agreement with USAID provides that US Government Grant funds may not be used to compensate employees of Western NIS, or employees of an organization in which it owns a majority interest, over $150,000 per annum. The LTEI plan is not compensation from Government Grant funds but a separately USAID-approved incentive plan funded from investment sales proceeds. |
| Form 990, Part VI, Line 16 | Joint Ventures The tax-exempt mission of Western NIS Enterprise Fund established by the US Congress and USAID is directly furthered by the Fund's investments in small-to mid-sized companies in the Ukraine and Moldova, and also by its investment in EEGF, a regional private equity fund whose establishment was encouraged, reviewed and approved by USAID. Under the terms of its grant agreement from USAID, Western NIS takes a commercial approach to its investment activities in portfolio companies in the Western Newly Independent States, as a matter of operating philosophy. The written grant agreement also provides numerous terms and conditions to ensure that the portfolio companies it invests in further its tax-exempt mission and USAID guidelines. Western NIS has a written policy that requires, among other things, that all investments be in accord with the grant agreement, which expressly defines permissible investments as well as prohibited transactions consistent with Western NIS' congressionally - mandated charitable mission. In addition to this written policy, Western NIS has adopted various measures that safeguard its exempt status with respect to its investments. These measures include ensuring that investment agreements with portfolio companies are on an arm's length basis and contain provisions to assure compliance with relevant clauses within the grant agreement. USAID specifically reviewed and approved in writing Western NIS' investment in EEGF as an integral part of its tax exempt mission. |
| Form 990, Part VI, Line 19 | Disclosures As a USAID recipient, Western NIS' governing documents, including its conflict of interest policy, and its financial statements are provided to USAID and are made available to the public through this organization. |
| Form 990, Part VII, Section B, Line 1 | Management Fees Management Fees in the amount of $ 871,095 paid to Horizon Capital Associates LLC represent management fees paid in calendar year 2013 as this is the calendar year ending within Western NIS' tax year beginning 10/01/2013 and ending 09/30/2014. This amount differs from the management fee reported in Schedule L Part IV Business Transactions Involving Interested Persons as this latter amount reflects actual payments made in fiscal 2014. |
| Form 990, Part III, Line 1 | Organization Mission The Western NIS (New Independent States) Enterprise Fund (the "Fund") is a not-for-profit corporation formed pursuant to the support for East European Democracy Act of 1989 (the "SEED Act") and the 1992 Freedom for Russia and Emerging Eurasian Democracies and Open Markets Support Act (the "Freedom Support Act"). Western NIS' primary purpose is promoting the development of the private sector, and the policies and practices conducive to such development, of the Western NIS region (the "Region"), which consists of Ukraine, Moldova and Belarus. The U.S. Congress authorized appropriations of $150 million, which were committed by the United States Agency for International Development ("USAID") for Western NIS program purposes and administrative expenditures (the "Grant"). Amounts received from USAID were conditioned upon Western NIS' compliance with the requirements of the grant agreement with USAID and the Seed and Freedom Support Acts, which imposed certain U.S. policy objectives and reporting obligations. Western NIS is engaged in a broad private investment program in the region which, through equity investments, loans, leases, technical assistance and other measures, emphasizes a commitment to small-and medium-sized private businesses. Western NIS provides technical assistance to companies in which it has invested. Through its direct role in investments in the region's private sector, Western NIS seeks to generate profits that will further support its activities and attract investments by others. As part of its investment operations, Western NIS may obtain representation on management and supervisory councils of investee companies. Western NIS' Grant agreement with USAID states that the success of Western NIS will be characterized by the extent to which it causes or contributes to: (1) The successful establishment, or strengthening of, a wide array of small and medium-sized firms across the different sectors of the economies in the Western NIS Republics; (2) The generation of new employment opportunities in the private sector of the Western NIS Republics; (3) Investment by other private companies in sectors where Western NIS took an initial lead; (4) The completion of a wide array of transactions that develop and strengthen financial markets in the Western NIS Republics; (5) Development by Western NIS of a number of key joint ventures between private companies of the US and the Western NIS Republics; and (6) Consistent with Western NIS' sound business judgment, the conduct of activities intended to further investment in each of the Western NIS Republics. One of Western NIS' key accomplishments was fulfilling the directive from USAID to enable the establishment of a private successor fund, Emerging Europe Growth Fund LP (EEGF). A new private investment management company, Horizon Capital Associates LLC (HCA), was formed to support EEGF and Western NIS. This approach followed the precedent of USAID-financed enterprise funds in Central and Eastern Europe, which successfully attracted significant private capital. Based on USAID and Congressional approval, Western NIS' board of directors committed $25 million to EEGF and approved the sale of certain investments to EEGF in 2006. EEGF now functions as a mid-cap private equity fund making investments in Ukraine, Moldova, and Belarus. WNISEF is a cornerstone limited partner in EEGF. EEGF has invested between $5 to $25 million in expansion and buy-out opportunities in the following industries: financial services, fast moving consumer goods, retail and industrial goods. USAID has already distributed the full grant of $150 million to Western NIS, with the final tranche received in fiscal year 2007. According to the grant agreement, USAID may establish the date after which Western NIS shall commence the winding up of its affairs and sale of its assets. Under this authority, USAID originally established Western NIS' termination commencement date as August 26, 2009. During fiscal year 2009, Western NIS requested and was granted an extension from USAID of the termination commencement date to August 26, 2011. In January 2011, USAID further extended this date to August 26, 2013 with the condition that the legacy proposal be presented to USAID by August 26, 2011. The legacy proposal sets forth Western NIS' proposal for the establishment of a legacy foundation to be funded by proceeds derived from the sale of assets. The fund's proposal was submitted to USAID as required, including confirmation that as of August 26, 2011, WNISEF will not make any new investments or commitments, although the Fund may make follow-on investments in companies in its existing portfolio until August 26, 2013, the revised termination commencement date. In June 2013, USAID established a target liquidation date of August 26, 2016 as the date by which the Fund must have completed the wind-up and liquidation of all of its assets. The Grant Agreement between Western NIS and USAID was amended to reflect this Target Liquidation Date of August 26, 2016 and further states that this date may only be extended with the prior written approval of USAID. Effective January 28, 2015, USAID approved the Funds proposal to continue the mission of the FREEDOM Support Act of 1992 and the Foreign Assistance Act of 1961, through the existing WNISEF structure. As such, the Grant Agreement was amended to change the Termination Commencement Date from August 26, 2013 to December 31, 2017 and change the Target Liquidation Date from August 26, 2016 to December 31, 2018 to allow the Fund to carry out the program activities described in its proposal. The Funds proposal envisioned a $30 million three-year legacy program funded by a portion of the reflows earned by the Fund from its investment activities. The goals and objectives of the legacy program are to assist Ukraine and Moldova with further development of sound economic policies and leadership during this critical time in their respective histories. Both Ukraine and Moldova recently signed Deep and Comprehensive Free Trade Agreements (DCFTA) with the European Union (EU) and must now undertake significant changes to their economic policies and to build cadres of well-trained leaders to fully benefit from the DCFTA. The four programs set forth in the Funds proposal to USAID focus on i) mobilizing capital to address complex social issues (Impact Investing Program); ii) developing innovative market-based solutions linking local government and the business community to improve the provision of services to citizens while supporting the SME sector (Local Economic Development Program); iii) investing in people to broaden and deepen the human capacity necessary to advance private sector development in Ukraine and Moldova (Economic Leadership Program); and iv) improving the ability of Ukrainian exporters to access new markets (Export Promotion Policy Program). |
| Form 990, Part XI, Line 9 | OTHER CHANGES IN NET ASSETS DEFERRED EXIT-BASED INCENTIVE ..................... $85,336. |
| Software ID: | |
| Software Version: |