TY 2014 Form 990

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....	0	0
5	Compensation of current officers, directors, trustees, and key employees ....
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	3,045,226	2,633,392	411,834
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	30,522	26,394	4,128
9	Other employee benefits .......	463,424	400,751	62,673
10	Payroll taxes ...........	225,718	195,192	30,526
11	Fees for services (non-employees):
a	Management ......	672,085		672,085
b	Legal .........	7,725		7,725
c	Accounting ...........	22,140		22,140
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17	0			0
f	Investment management fees ......	15,746		15,746
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	1,692,829	1,498,126	194,703	0
12	Advertising and promotion ....	75,010		75,010
13	Office expenses .......	796,461	718,787	77,674
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	468,870	468,870
17	Travel ............	10,336	3,333	7,003
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	1,660	1,011	649
20	Interest ...........	2,459	2,459
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	1,543,274	1,543,274
23	Insurance ..............	179,627	179,627
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Finance Charge	1,120,505	1,120,505
b	Medical Supplies	332,515	332,515
c
d
e	All other expenses	268,113	228,814	39,299	0
25	Total functional expenses. Add lines 1 through 24e	10,974,245	9,353,050	1,621,195	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	977	1	790
2	Savings and temporary cash investments .........	3,324,412	2	2,084,223
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	429,369	4	666,313
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
		0	6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............	42,951	8	42,951
9	Prepaid expenses and deferred charges ..........	87,207	9	86,939
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	33,711,752
b	Less: accumulated depreciation .....	10b	19,613,006	14,959,156	10c	14,098,746
11	Investments—publicly traded securities ..........	2,646,006	11	6,143,787
12	Investments—other securities. See Part IV, line 11 .....	0	12
13	Investments—program-related. See Part IV, line 11 .....	0	13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	2,650,118	15	250,625
16	Total assets. Add lines 1 through 15 (must equal line 34)......	24,140,196	16	23,374,374
	17	Accounts payable and accrued expenses .........	891,767	17	894,727
18	Grants payable .................		18
19	Deferred revenue ................	18,673,612	19	18,749,064
20	Tax-exempt bond liabilities .............	23,538,266	20	23,257,029
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	14,291	25	24,464
26	Total liabilities. Add lines 17 through 25.........	43,117,936	26	42,925,284
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	-18,967,265	27	-19,550,910
28	Temporarily restricted net assets ...........	-10,475	28	0
29	Permanently restricted net assets ...........	0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-18,977,740	33	-19,550,910
34	Total liabilities and net assets/fund balances ........	24,140,196	34	23,374,374

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

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.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

UNIVERSITY PLACE INC

Employer identification number

35-2058981

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.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

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.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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 ....................... right arrow

33 1/3% support test—2013. 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .		5,000		10,475	200	15,675
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......	9,923,324	10,086,129	9,805,940	9,588,521	10,209,217	49,613,131
3	Gross receipts from activities that are not an unrelated trade or business under section 513..	73,149	70,363	71,388	57,984	39,170	312,054
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.	9,996,473	10,161,492	9,877,328	9,656,980	10,248,587	49,940,860
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...	0	0	0	0	0	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	0	0	0	0	0
c	Add lines 7a and 7b..	0	0	0	0	0	0
8	Public support (Subtract line 7c from line 6.)						49,940,860

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	9,996,473	10,161,492	9,877,328	9,656,980	10,248,587	49,940,860
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	143,935	149,958	126,862	50,272	178,421	649,448
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	143,935	149,958	126,862	50,272	178,421	649,448
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 VI.) ..	0	0	0	0	0	0
13	Total support. (Add lines 9, 10c, 11, and 12.)..	10,140,408	10,311,450	10,004,190	9,707,252	10,427,008	50,590,308

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

98.72 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

98.78 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

1.28 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

1.22 %

19a

33 1/3% support tests—2014. 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 ....... right arrow

33 1/3% support tests—2013. 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 .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:	14000329
Software Version:	2014v1.0

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

UNIVERSITY PLACE INC

Employer identification number

35-2058981

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	2,659,445		2,659,445
b	Buildings ................	26,476,775	15,981,626	10,495,149
c	Leasehold improvements ............
d	Equipment ................	2,232,114	1,831,978	400,136
e	Other .................	2,343,418	1,799,402	544,016
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				14,098,746

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
457 PLAN LONG TERM LIABILITY		11,373
DUE TO 3RD PARTIES		13,091







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		24,464
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	10,374,854
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	-17,744
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	0
e	Add lines 2a through 2d .....................			2e	-17,744
3	Subtract line 2e from line 1.....................			3	10,392,598
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	15,746
b	Other (Describe in Part XIII.) ...........	4b	10,475
c	Add lines 4a and 4b.......................			4c	26,221
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	10,418,819

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	10,958,499
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	0
e	Add lines 2a through 2d......................			2e	0
3	Subtract line 2e from line 1.....................			3	10,958,499
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	15,746
b	Other (Describe in Part XIII.) ............	4b	0
c	Add lines 4a and 4b.......................			4c	15,746
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	10,974,245

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote	The organization is included in the consolidated audited financial statements of Franciscan Sisters of Chicago Service Corporation ("FSCSC"); the text of the footnote included in FSCSC's consolidated audited financial statements is as follows: The Service Corporation qualifies as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code. The Service Corporation has analyzed the tax positions taken in its filings with the Internal Revenue Service and state jurisdictions where it operates. The Service Corporation believes that its income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse effect on the Service Corporation's financial condition, results of operations or cash flows. Accordingly, the Service Corporation has not recorded any reserves or related accruals for interest and penalties for uncertain income tax positions at June 30, 2015.
Schedule D, Part XI, Line 4(b) Other revenues in form 990 not in audited financial statements	Net Asset Transfer - 10475

Return Reference

Explanation

Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote

The organization is included in the consolidated audited financial statements of Franciscan Sisters of Chicago Service Corporation ("FSCSC"); the text of the footnote included in FSCSC's consolidated audited financial statements is as follows: The Service Corporation qualifies as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code. The Service Corporation has analyzed the tax positions taken in its filings with the Internal Revenue Service and state jurisdictions where it operates. The Service Corporation believes that its income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse effect on the Service Corporation's financial condition, results of operations or cash flows. Accordingly, the Service Corporation has not recorded any reserves or related accruals for interest and penalties for uncertain income tax positions at June 30, 2015.

Schedule D, Part XI, Line 4(b) Other revenues in form 990 not in audited financial statements

Net Asset Transfer - 10475

Schedule D (Form 990) 2014

Additional Data

Software ID:	14000329
Software Version:	2014v1.0

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

UNIVERSITY PLACE INC

Employer identification number

35-2058981

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Judy Amiano President and Chief Executive Officer	(i) (ii)	0 ............................... 355,202	0 ............................... 148,568	0 ............................... 2,622	0 ............................... 50,085	0 ............................... 12,540	0 ............................... 569,017	0 ............................... 0
2Ronald Tinsley Chief Financial Officer & Treasurer	(i) (ii)	0 ............................... 255,230	0 ............................... 92,182	0 ............................... 5,960	0 ............................... 33,043	0 ............................... 11,579	0 ............................... 397,995	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation	THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"), President and Chief Executive Officer, MAKES RECOMMENDATIONS TO THE EXECUTIVE COMPENSATION COMMITTEE FOR THE ESTABLISHMENT OF SALARY RANGES AND SALARIES FOR THE CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER OF THE ORGANIZATION. THE VICE PRESIDENT OF HUMAN RESOURCES IS RESPONSIBLE FOR MAKING RECOMMENDATIONS AND ESTABLISHING COMPENSATION RANGES FOR THE POSITIONS OF VICE PRESIDENT OF MINISTRY DEVELOPMENT, VICE PRESIDENT OF HUMAN RESOURCES, VICE PRESIDENT OF MISSION INTEGRATION AND PASTORAL CARE, AND VICE PRESIDENT OF CLINICAL SERVICES WITH THE APPROVAL OF THE PRESIDENT & CHIEF EXECUTIVE OFFICER. FSCSC'S VICE PRESIDENT OF HUMAN RESOURCES HAS THE RESPONSIBILITY TO ESTABLISH COMPENSATION RECOMMENDATIONS FOR THE ORGANIZATION'S OTHER KEY EMPLOYEES. THE PROCESS FOR DETERMINING THE APPROPRIATE COMPENSATION OF EACH POSITION INCLUDES: 1. HUMAN RESOURCE DEPARTMENT OBTAINS AND ANALYZES COMPARABLE COMPENSATION DATA from an outside consultant (every three years) and CEMO (every year) FOR SIMILAR PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS IN SIMILAR ORGANIZATIONS. THE PROCESS OF OBTAINING COMPARABLE COMPENSATION DATA WAS LAST PERFORMED by the outside consultant in February 2013 and by CEMO in August 2014. 2. PRESIDENT & CHIEF EXECUTIVE OFFICER REVIEWS AND MAKES FINAL APPROVAL OF COMPENSATION RANGES AND SALARIES. 3. COMPENSATION REVIEW IS SHARED WITH THE EXECUTIVE COMPENSATION COMMITTEE FOR ALL EXECUTIVE POSITIONS. 4. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS IS MAINTAINED.
Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan	THE FOLLOWING SUMMARY LISTS THE EMPLOYEES PARTICIPATING IN A NONQUALIFIED 457(F) RETIREMENT PLAN AND THE AMOUNT OF THE CONTRIBUTION, IF ANY, TO THE PLAN IN CALENDAR 2014: JUDY AMIANO - $24,484.57 RONALD TINSLEY - $7,950.80
Schedule J, Part I, Line 7 Non-fixed payments	Discretionary bonuses are paid upon approval of the Board of directors to senior management annually, based upon the goals defined by the Board of directors.

Schedule J (Form 990) 2014

Additional Data

Software ID:	14000329
Software Version:	2014v1.0

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
UNIVERSITY PLACE INC

Employer identification number
35-2058981

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	Illinois Finance Authority	86-1091967	45203HPP1	03-13-2013	19,832,432	2013 A/B Refunding - SEE PART VI		X		X	X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	770,269
2 Amount of bonds legally defeased . . . . . . . . . . .	0
3 Total proceeds of issue . . . . . . . . . . . . . .	19,848,204
4 Gross proceeds in reserve funds . . . . . . . . . . . .	1,587,515
5 Capitalized interest from proceeds . . . . . . . . . . .	0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0
7 Issuance costs from proceeds . . . . . . . . . . . .	396,649
8 Credit enhancement from proceeds . . . . . . . . . . .	0
9 Working capital expenditures from proceeds . . . . . . . . .	0
10 Capital expenditures from proceeds . . . . . . . . . . .	2,010,320
11 Other spent proceeds . . . . . . . . . . . . . .	14,461,364
12 Other unspent proceeds . . . . . . . . . . . . . .	1,392,357
13 Year of substantial completion . . . . . . . . . . . .
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .	X
16 Has the final allocation of proceeds been made? . . . . . . . .		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2014

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .
6 Total of lines 4 and 5 . . . . . . . . . . . . .	0 %
7 Does the bond issue meet the private security or payment test? . . . . .		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? . .		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .	X
b Exception to rebate? . . . . . . . .		X
c No rebate due? . . . . . . . .		X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed . . . . . .
3 Is the bond issue a variable rate issue? . . . .	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2014

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
b Name of provider . . . . . . . . .
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
Schedule K, Part III, Line 9 Procedures to Ensure Remediation in Accordance with Regulations	The organization is in the process of adopting written procedures to ensure all nonqualified bonds (if any) of the issue are remediated in accordance with the associated regulations. The organization strives to stay abreast of federal regulations and considers the repercussions of all significant activities which could foreseeably have an impact on the organization's tax exempt bonds and the associated federal tax regulations. The organization intends to have these procedures in place during fiscal 2017.
Schedule K, Part I, Column (f) ISSUER NAME: ILLINOIS FINANCE AUTHORITY	THE PURPOSE OF THE 2013A/B BONDS WAS, IN PART, TO REFUND THE FOLLOWING BOND SERIES: 1996B BONDS, ISSUE DATE 8/29/96; 2001A/B BONDS, ISSUE DATE 12/5/01; 2003A/B BONDS, ISSUE DATE 6/13/03; 2003D BONDS, ISSUE DATE 6/27/03; 2003E BONDS, ISSUE DATE 11/26/03; 2004A BOND, ISSUE DATE 3/31/04; 2004E BONDS, ISSUE DATE 9/28/04; 2006 BONDS, ISSUE DATE 7/12/06 AND 2004B BONDS, ISSUE DATE 3/31/04 AS WELL AS TO FUND CAPITAL PROJECTS.
Schedule K, Part VI POOLED FINANCING OF ILLINOIS FINANACE AUTHORITY BOND ISSUE SERIES 2013AB	$111,081,610 ILLINOIS FINANCE AUTHORITY REVENUE BONDS, SERIES 2013A/B Franciscan Communities, Inc. FEIN: 35-1124441 Amount Benefiting Organization: $91,249,177 University Place, Inc. FEIN: 35-2058981 Amount Benefiting Organization: $19,832,432
Schedule K, Part IV, Line 7 Written Procedures to Monitor Compliance with Arbitrage Requirements	The organization is in the process of adopting written procedures to monitor the organization's ability to remain in compliance with the arbitrage requirements under Section 148 of the Internal Revenue Code. The organization strives to stay abreast of federal regulations and considers the repercussions of all significant activities which could foreseeably have an impact on the organization's tax exempt bonds and the associated federal tax regulations. The organization intends to have these procedures in place during the fiscal 2016 tax year.
Schedule K, Part II, Line 3 TOTAL PROCEEDS OF ISSUE	A. ILLINOIS FINANCE AUTHORITY 3/13/2013 TOTAL PROCEEDS AT ISSUE: $19,848,204 TOTAL INVESTMENT EARNINGS $15,772
Schedule K, Part V Procedures to Correct Violation of Tax Requirements	The organization is in the process of adopting written procedures which dictate how management timely identifies and corrects violations of federal tax requirements using the voluntary closing agreement program provided by the IRS when self-remediation is not available to the organization. The organization strives to stay abreast of federal regulations and considers the repercussions of all significant activities which could foreseeably have an impact on the organization's tax exempt bonds and the associated federal tax regulations. In the event a violation is identified the organization's policy is to correct the violation as soon as possible, while working with the federal authorities as necessary to ensure that sufficient controls are present which will guard against future violations. The organization intends to have these procedures implemented during the fiscal 2016 tax year.

Schedule K (Form 990) 2014

Additional Data

Software ID:	14000329
Software Version:	2014v1.0

- 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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

UNIVERSITY PLACE INC

Employer identification number

35-2058981

Return Reference	Explanation
Form 990, Part III, Line 1 VALUE STATEMENT	THE VALUES OF University Place, INC. INCLUDE: 1. RESPECT: REFLECT GOD IN ALL WE DO; 2. DEDICATION: PASSIONATELY CARRY FORWARD THIS MINISTRY ENTRUSTED TO US; 3. STEWARDSHIP: RESPONSIBLY USING THE GIFT OF OUR RESOURCES; 4. JOY: GIVE FROM OUR HEARTS.
Form 990, Part III, Line 1 GIFT OF CARE	GIFT OF CARE: FOR MORE THAN 120 YEARS, imbued with the spirit of our Foundress, Mother Mary Theresa Dudzik, the Franciscan Sisters of Chicago and University Place have responded to THE DESPERATE NEED OF THE ELDERLY AND THE UNDERSERVED. THE GIFT OF CARE PROGRAM IS ONE OF THE WAYS DEVELOPED TO PROVIDE ADDITIONAL OUTREACH SERVICES TO THE UNDERPRIVILEGED POPULATION. LONG-TERM CARE IS VERY EXPENSIVE AND MANY WILL NOT BE ABLE TO PAY FOR ALL OF THE NECESSARY SERVICES OUT OF HIS OR HER OWN INCOME AND RESOURCES. THAT IS WHERE THE GIFT OF CARE CAN HELP. COMMITMENT: THE GIFT OF CARE IS A COMMITMENT BY UNIVERSITY PLACE TO UNDERWRITE ALL OR A PORTION OF A RESIDENT'S CARE FOR A SPECIFIC PERIOD OF TIME. IT IS BASED UPON DEFINED CRITERIA. AS A NOT-FOR-PROFIT ORGANIZATION, UNIVERSITY PLACE PROMOTES AND CARES FOR THE INTERESTS OF OLDER ADULTS IN AN ENVIRONMENT OF DIGNIFIED LIVING, CARING AND COMPASSION. THIS PROGRAM IS ONE OF THE WAYS WE ADDRESS THE SPIRITUAL NEEDS OF THE COMMUNITY AND THOSE SERVED THROUGH PASTORAL CARE SERVICES. UNIVERSITY PLACE STRIVES TO PROVIDE THE GIFT OF CARE PROGRAM FOR APPLICANTS AND EXISTING RESIDENTS, WHO DESPARATELY NEED FINANCIAL ASSISTANCE WITH THE EXPENSES ASSOCIATED WITH OUR COMPASSIONATE SERVICES. DEPENDING ON THE INDIVIDUAL CIRCUMSTANCES, A PERSON MAY BE EITHER FULLY OR PARTIALLY SUPPORTED FINANCIALLY.
Form 990, Part VI, Line 2 Family/business relationships amongst interested persons	SR. FRANCIS CLARE RADKE, JUDY AMIANO, ANNETTE SHOEMAKER, SANDRA SINGER, Andrew Duren, RONALD TINSLEY, TRACY SHEARER AND DENISE BOUDREAU - Business relationship
Form 990, Part VI, Line 6 Classes of members or stockholders	THE SOLE CORPORATE MEMBER OF UNIVERSITY PLACE IS THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"). THE MEMBERS OF FSCSC SHALL CONSIST OF THE GENERAL MINISTER AND THE MEMBERS OF THE GENERAL COUNCIL OF THE FRANCISCAN SISTERS OF CHICAGO. THE MEMBERS SHALL ACT IN A STEWARDSHIP CAPACITY AND ENSURE THAT ALL ACTIONS OF UNIVERSITY PLACE ARE CONSISTENT WITH THE PURPOSES OF FSCSC AND THE ETHICAL AND RELIGIOUS PRINCIPLES OF THE FRANCISCAN SISTERS OF CHICAGO AND IN FURTHERANCE OF THEIR APOSTOLATES AND THE CATHOLIC CHURCH.
Form 990, Part VI, Line 7a Members or stockholders electing members of governing body	THE SOLE CORPORATE MEMBER, THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION, HAS THE RESERVE POWER TO APPOINT AND REMOVE DIRECTORS AND FILL VACANCIES ON THE BOARD OF DIRECTORS OF UNIVERSITY PLACE.
Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders	THE MEMBER, THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"), SHALL HAVE THE FOLLOWING RESERVED POWERS: (A) TO APPROVE THE CORPORATION'S STRATEGIC PLANS, ANNUAL, OPERATING, CAPITAL AND CASH FLOW BUDGETS AND SIMILAR DOCUMENTS DEVELOPED BY THE BOARD. (B) GOVERNING DOCUMENT AMENDMENTS AND GOVERNANCE 1. TO APPROVE ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION, BYLAWS OR SIMILAR GOVERNING DOCUMENTS OF THE CORPORATION. 2. TO APPOINT AND REMOVE DIRECTORS AND FILL VACANCIES ON THE BOARD OF DIRECTORS. 3. TO APPOINT OR REMOVE THE CHAIRPERSON AND THE PRESIDENT/CEO OF UNIVERSITY PLACE. (C) SIGNIFICANT ACTIONS. 1. TO APPROVE ANY MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION OF UNIVERSITY PLACE, OR ANY AFFILIATE, OTHER THAN A MERGER OR CONSOLIDATION SOLELY BETWEEN EXISTING AFFILIATES. SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 2. TO APPROVE THE PURCHASE, SALE, DONATION, LEASE, MORTGAGE, OR ANY OTHER ACQUISITION, DISPOSITION OR ENCUMBRANCE OF ANY ASSETS OF UNIVERSITY PLACE, EXCEPT WITH RESPECT TO TRANSACTIONS WITHIN LIMITS DELEGATED TO UNIVERSITY PLACE. SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 3. TO APPROVE THE ESTABLISHMENT, TERMINATION, TRANSFER OR OTHER ACQUISITION OR DISPOSITION OF ANY MAJOR MINISTRY, WORK OR SIMILAR PROGRAM BY UNIVERSITY PLACE. SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 4. TO APPROVE THE CREATION OF ANY NEW AFFILIATE OR ANY AFFILIATION OF UNIVERSITY PLACE WITH ANOTHER ENTITY. SUBJECT TO APPROVAL OF THE MEMBERS OF FSCSC. 5. TO APPROVE THE INCURRENCE OF INDEBTEDNESS, THE MAKING OF LOANS TO OTHER ENTITIES OR THE GUARANTY OF ANY INDEBTEDNESS OF OTHERS, BY UNIVERSITY PLACE, FOR AMOUNTS IN EXCESS OF SPECIFIED AMOUNTS. 6. TO ESTABLISH DOLLAR LIMITS BELOW WHICH UNIVERSITY PLACE MAY AUTHORIZE FINANCIAL EXPENDITURES, INCLUDING CONTRACTS INVOLVING SUCH EXPENDITURES. 7. TO ESTABLISH DOLLAR LIMITS BELOW WHICH UNIVERSITY PLACE MAY AUTHORIZE LITIGATION SETTLEMENTS OR ANY RELEASE OR CANCELLATION BY UNIVERSITY PLACE OF A CLAIM OR RIGHT OF ACTION AGAINST ANOTHER PARTY. 8. TO APPROVE COMPLIANCE PLANS, ACCOUNTING, INVESTING AND HUMAN RESOURCES POLICIES, EMPLOYEE PENSION AND OTHER BENEFIT PROGRAMS AND OTHER MATTERS TO THE EXTENT DETERMINED APPROPRIATE BY THE FSCSC. 9. TO APPROVE ETHICISTS, AUDITORS, LEGAL COUNSEL AND OTHER SIGNIFICANT CONSULTANTS OF UNIVERSITY PLACE. 10. TO ESTABLISH COMPENSATION RANGES FOR EMPLOYEES OF UNIVERSITY PLACE, TO THE EXTENT DEEMED APPROPRIATE.
Form 990, Part VI, Line 11b Review of form 990 by governing body	MANAGEMENT PRESENTED A FINAL DRAFT OF THE COMPLETED FORM 990, including all applicable schedules, TO THE AUDIT AND FINANCE COMMITTEE, PRIOR TO ITS FILING WITH THE INTERNAL REVENUE SERVICE.
Form 990, Part VI, Line 12c Conflict of interest policy	AS PROVIDED FOR IN THE CONFLICT OF INTEREST POLICY, IT IS THE RESPONSIBILITY OF THE BOARD OR COMMITTEE CHAIR TO ENSURE THAT EACH DIRECTOR, OFFICER, AND MEMBER OF A BOARD COMMITTEE ANNUALLY SIGNS AN FSCSC APPROVED CONFLICT OF INTEREST DISCLOSURE STATEMENT. COPIES OF ALL SIGNED STATEMENTS ARE FORWARDED TO THE compliance officer. KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT THAT IS REVIEWED BY THEIR DIRECT SUPERVISOR. POTENTIAL CONFLICTS OF INTEREST OF BOARD MEMBERS ARE BROUGHT TO THE ATTENTION OF THE BOARD CHAIR. AFTER DISCUSSION WITH THE INTERESTED PERSON, HE OR SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE A DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED ON. PROPOSED TRANSACTIONS WITH INTERESTED PERSONS OF THE BOARD OF DIRECTORS OR COMMITTEES REQUIRES THE APPROVAL OF THE BOARD PRIOR TO ENTERING INTO THE PROPOSED TRANSACTION OR ARRANGEMENT. THE INTERESTED PERSON SHALL NOT BE PRESENT DURING THE PRESENTATION OR THE VOTE ON THE PROPOSED TRANSACTION OR ARRANGEMENT. KEY EMPLOYEES, OFFICERS AND HIGHEST COMPENSATED EMPLOYEES ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT THAT IS REVIEWED BY THEIR DIRECT SUPERVISOR. THE SUPERVISOR WILL WORK WITH THE COMPLIANCE OFFICER AND POSSIBLY HUMAN RESOURCES IN TAKING APPROPRIATE STEPS TO ADDRESS THE POTENTIAL CONFLICT.
Form 990, Part VI, Line 15a Process to establish compensation of top management official	University Place's top management official is paid by the Franciscan Sisters of Chicago Service Corporation ("FSCSC"), a related tax exempt organization.) The board of directors of the organization has adopted an executive compensation philosophy to enable FSCSC to recruit, retain, develop and motivate capable and committed executive leaders essential to sustaining its mission and achieving its vision and organizational goals. The Board of Directors appointed an executive compensation committee to continually monitor the compensation strategy to reflect changes in market conditions and executive needs. This strategy and the reward elements serve as a "road map" for the on-going administration of the compensation programs. The Board has adopted a philosophy of viewing executive compensation in its totality, considering all reward elements - both extrinsic and intrinsic, provided to executives. The executive compensation committee makes the recommendation on the compensation for the President and Chief Executive Officer with final approval from the sponsor Board and the FSCSC Board of Directors. FSCSC's President and Chief Executive Officer, makes recommendations to the executive compensation committee for the establishment of salary ranges and salaries for the Chief Financial Officer and Chief operating officer of the organization. The annual review process for determining the appropriate compensation of top management officials include: 1. Obtain and analyze comparable compensation data for similar persons in functionally comparable positions in similar organizations; 2. Contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements is maintained; 3. The process of obtaining comparable compensation data was last performed in August 2014.
Form 990, Part VI, Line 15b Process to establish compensation of other employees	University Place's other officers are paid by the Franciscan Sisters of Chicago Service Corporation ("FSCSC"), a related tax exempt organization. FSCSC's President and Chief Executive Officer, makes recommendations to the executive compensation committee for the establishment of salary ranges and salaries for the chief financial officer and chief operating officer of the organization. The Vice President of Human Resources is responsible for making recommendations and establishing compensation ranges for the positions of Vice President of Ministry Development; Vice President of Human Resources; Vice President of Mission Integration and Pastoral Care, and Vice President of Clinical Services with the approval of the President and Chief Executive Officer. FSCSC's Vice President of Human Resources has the responsibility to establish compensation recommendations for the organization's other officers and key employees. The process for determining the appropriate compensation of each position includes: 1. Human resource department obtains and analyzes comparable compensation data for similar persons in functionally comparable positions in similar organizations. The process of obtaining comparable compensation data was last performed in August 2014; 2. President and Chief Executive Officer reviews and makes final approval of compensation ranges and salaries; 3. Compensation review is shared with the executive compensation committee for all executive positions; 4. Contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements is maintained.
Form 990, Part VI, Line 19 Required documents available to the public	THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.
Form 990, Part VIII, Line 11d Other Miscellaneous Revenue	Miscellaneous - Total Revenue: 10278, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 10278;
Form 990, Part IX, Line 11g Other Fees	Therapy - Total Expense: 667444, Program Service Expense: 667444, Management and General Expenses: , Fundraising Expenses: ; Dining Services - Total Expense: 381269, Program Service Expense: 381269, Management and General Expenses: , Fundraising Expenses: ; Building/Office Maintenance - Total Expense: 202790, Program Service Expense: 202790, Management and General Expenses: , Fundraising Expenses: ; Medical Service Fees - Total Expense: 147452, Program Service Expense: 147452, Management and General Expenses: , Fundraising Expenses: ; Grounds - Total Expense: 54955, Program Service Expense: 54955, Management and General Expenses: , Fundraising Expenses: ; Other Purchased Services - Total Expense: 238919, Program Service Expense: 44216, Management and General Expenses: 194703, Fundraising Expenses: ;

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:	14000329
Software Version:	2014v1.0

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

UNIVERSITY PLACE INC

Employer identification number

35-2058981

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) FRANCISCAN SISTERS OF CHICAGO SERVICE CORP 11500 THERESA DRIVE LEMONT,IL60439 36-3579767	MANAGEMENT	IL	501(c)(3	Type II	NA		No
(2) FRANCISCAN SISTERS OF CHICAGO 11500 THERESA DRIVE LEMONT,IL60439 36-2877607	PARENT	IL	501(c)(3	1	NA		No
(3) FRANCISCAN COMMUNITY SERVICES INC 11500 THERESA DRIVE LEMONT,IL60439 36-4026985	HEALTHCARE	IL	501(c)(3	9	FSCSC		No
(4) FRANCISCAN COMMUNITY BENEFIT SERVICES 11500 THERESA DRIVE LEMONT,IL60439 36-4454351	FOUNDATION	IL	501(c)(3	9	FSCSC		No
(5) ST JUDE HOUSE 11500 THERESA DRIVE LEMONT,IL60439 35-1905782	ABUSE SHELTER	IN	501(c)(3	7	FCBS		No
(6) SAMC INC 11500 THERESA DRIVE LEMONT,IL60439 35-1172181	HOSPITAL	IN	501(c)(3	3	FSCSC		No
(7) ST JOSEPH SENIOR HOUSING 11500 THERESA DRIVE LEMONT,IL60439 37-1485002	AFFORDABLE HOUSING	IL	501(c)(4		FSCSC		No
(8) FRANCISCAN COMMUNITIES INC 11500 THERESA DRIVE LEMONT,IL60439 35-1124441	HEALTHCARE	IN	501(c)(3	9	FSCSC		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) CRETE HOUSING MANAGER LLC 11500 THERESA DRIVE LEMONT,IL60439 38-3698012	MGR OF AFFORDABLE HOUSING	IL	NA	N/A
(2) CRETE SENIOR HOUSING LLC 11500 THERESA DRIVE LEMONT,IL60439 32-0132660	AFFORDABLE SENIOR HOUSING	IL	NA	N/A
(3) LOUISVILLE SENIOR HOUSING LLC 11500 THERESA DRIVE LEMONT,IL60439 26-0768949	AFFORDABLE SENIOR HOUSING	IL	NA	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) FRANCISCAN ADVISORY SERVICES INC 11500 THERESA DRIVE LEMONT,IL60439 90-0821523	MANAGEMENT AND DEVELOPMENT ADVISORY SERVICES	IL	NA	C Corporation				No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:	14000329
Software Version:	2014v1.0

1	Briefly describe the organization’s mission or most significant activities: ORGANIZED AND OPERATED EXCLUSIVELY FOR THE CHARITABLE AND RELIGIOUS PURPOSE TO SUPPORT THE MINISTRIES OF THE FRANCISCAN SISTERS OF CHICAGO.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	3
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	2
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	205
6	Total number of volunteers (estimate if necessary) .............	6	24
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	10,475	200
9	Program service revenue (Part VIII, line 2g) .........	9,588,521	10,209,217
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	130,495	159,757
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	57,984	49,645
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	9,787,475	10,418,819
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	3,762,283	3,764,890
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	6,970,339	7,209,355
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	10,732,622	10,974,245
19	Revenue less expenses. Subtract line 18 from line 12.......	-945,147	-555,426
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	24,140,196	23,374,374
21	Total liabilities (Part X, line 26).............	43,117,936	42,925,284
22	Net assets or fund balances. Subtract line 21 from line 20.....	-18,977,740	-19,550,910

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 4,094,747 including grants of $ ) (Revenue $ 3,761,631 )
	INDEPENDENT LIVING: UNIVERSITY PLACE PROVIDES INDEPENDENT LIVING SERVICES TO ALLOW RESIDENTS TO ENJOY ACTIVE AND INDEPENDENT LIFESTYLES. THESE SERVICES ARE DESIGNED TO MEET THE PHYSICAL, SOCIAL AND SPIRITUAL NEEDS OF THE RESIDENTS. ACCOMMODATIONS INCLUDE GARDEN HOMES AND STUDIO, ONE, AND TWO BEDROOM APARTMENTS. SOME OF THE AMENITIES PROVIDED INCLUDE DINING, HOUSEKEEPING, MAINTENANCE, TRANSPORTATION, HEALTH AND FITNESS, RELIGIOUS AND LIFE ENRICHMENT ACTIVITIES, SECURITY, AND AN EMERGENCY RESPONSE SYSTEM.THE AVERAGE CENSUS IN INDEPENDENT LIVING APPROXIMATED 91 IN FISCAL 2015.

4b	(Code: ) (Expenses $ 3,182,452 including grants of $ ) (Revenue $ 4,168,921 )
	NURSING HOME CARE: UNIVERSITY PLACE PROVIDES NURSING CARE SERVICES TO MEET THE PHYSICAL, SOCIAL, AND SPIRITUAL NEEDS OF THE RESIDENTS. SOME OF THE AMENITIES PROVIDED INCLUDE PERSONALIZED CARE PLANS, LICENSED NURSING STAFF, THREE MEALS DAILY, SNACKS, HOUSEKEEPING, MAINTENANCE, RELIGIOUS AND LIFE ENRICHMENT ACTIVITIES, AND SECURITY. THE AVERAGE DAILY CENSUS APPROXIMATED 25 IN FISCAL 2015.

4c	(Code: ) (Expenses $ 2,075,851 including grants of $ ) (Revenue $ 2,278,665 )
	ASSISTED LIVING: UNIVERSITY PLACE PROVIDES ASSISTED LIVING SERVICES TO ALLOW RESIDENTS TO RECEIVE THE ASSISTANCE THEY NEED WHILE MAINTAINING AN ACTIVE LIFESTYLE. THESE SERVICES ARE DESIGNED TO MEET THE PHYSICAL, SOCIAL AND SPIRITUAL NEEDS OF THE RESIDENTS. ACCOMODATIONS INCLUDE EFFICIENCIES, STUDIOS, AND ONE BEDROOM UNITS. SOME OF THE AMENITIES PROVIDED INCLUDE THREE MEALS DAILY, SNACKS, HOUSEKEEPING, MAINTENANCE, SECURITY, AND RELIGIOUS AND LIFE ENRICHMENT ACTIVITIES. IN ADDITION, STAFF IS AVAILABLE TO PROVIDE ASSISTANCE WITH ACTIVITIES OF DAILY LIVING TO MEET EACH RESIDENT'S NEEDS.THE AVERAGE CENSUS IN ASSISTED LIVING APPROXIMATED 39 IN FISCAL 2015.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses9,353,050

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Judy Amiano President and Chief Executive Officer	2.00 .......................38.00	X	X	0	506,392	62,624
(2) Sister M Francis Clare Radke Chairman	0.10 .......................0.90	X	X	0	0	0
(3) Annette Shoemaker Vice-Chairman	0.10 .......................0.90	X	X	0	0	0
(4) Sandra Singer Secretary (through April 2015)	0.10 .......................0.90		X	0	0	0
(5) Andrew Duren Secretary (as of May 2015)	0.10 .......................0.90		X	0	0	0
(6) Ronald Tinsley Chief Financial Officer & Treasurer	2.00 .......................38.00		X	0	353,373	44,622
(7) Tracy Shearer Assistant Secretary	2.00 .......................38.00		X	0	63,724	25,431
(8) Denise Boudreau Assistant Secretary	2.00 .......................38.00		X	0	51,476	10,840

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	0	974,965	143,517

(A) Name and business address	(B) Description of services	(C) Compensation
FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION 1055 W 175TH STREET STE 202 HOMEWOOD,IL60430	MANAGEMENT SERVICES	672,085
ALLIANCE REHAB - INDIANA 28100 Torch Parkway Suite 600 Warrenville,IL60555	REHAB SERVICES	603,326



2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 2

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		200

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			200
			Business Code
2a	NET RESIDENT SERVICE REVENUE		623000	10,209,217	10,209,217
b
c
d
e
f	All other program service revenue .			0	0	0	0
g	Total. Add lines 2a–2f........			10,209,217
3	Investment income (including dividends, interest, and other similar amounts).......			65,147			65,147
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	637,388
b	Less: cost or other basis and sales expenses	524,113	18,665
c	Gain or (loss)	113,275	-18,665
d	Net gain or (loss)..........			94,610			94,610
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	DELI SNACK SHOP REVENUE		900099	17,652			17,652
b	CAFETERIA REVENUE		900099	14,031			14,031
c	INSURANCE SETTLEMENTS		900099	7,684			7,684
d	All other revenue ....			10,278	0	0	10,278
e	Total. Add lines 11a–11d ......			49,645
12	Total revenue. See Instructions......			10,418,819	10,209,217	0	209,402


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			977	1	790
2	Savings and temporary cash investments .........			3,324,412	2	2,084,223
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			429,369	4	666,313
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			42,951	8	42,951
9	Prepaid expenses and deferred charges ..........			87,207	9	86,939
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	33,711,752
b	Less: accumulated depreciation .....	10b	19,613,006	14,959,156	10c	14,098,746
11	Investments—publicly traded securities ..........			2,646,006	11	6,143,787
12	Investments—other securities. See Part IV, line 11 .....			0	12
13	Investments—program-related. See Part IV, line 11 .....			0	13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			2,650,118	15	250,625
16	Total assets. Add lines 1 through 15 (must equal line 34)......			24,140,196	16	23,374,374
17	Accounts payable and accrued expenses .........			891,767	17	894,727
18	Grants payable .................				18
19	Deferred revenue ................			18,673,612	19	18,749,064
20	Tax-exempt bond liabilities .............			23,538,266	20	23,257,029
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			14,291	25	24,464
26	Total liabilities. Add lines 17 through 25.........			43,117,936	26	42,925,284
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-18,967,265	27	-19,550,910
28	Temporarily restricted net assets ...........			-10,475	28	0
29	Permanently restricted net assets ...........			0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			-18,977,740	33	-19,550,910
34	Total liabilities and net assets/fund balances ........			24,140,196	34	23,374,374