Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 110,020 | 134,380,106 | 134,490,126 | |||
| 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 | 157,330 | 298,507 | 101,428 | 40,031 | 2,277,019 | 2,874,315 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | 157,330 | 298,507 | 211,448 | 40,031 | 136,657,125 | 137,364,441 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 0 | |||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support. (Subtract line 7c from line 6.) | 137,364,441 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 157,330 | 298,507 | 211,448 | 40,031 | 136,657,125 | 137,364,441 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 55 | 55 | 55 | 69 | 13,430 | 13,664 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | 55 | 55 | 55 | 69 | 13,430 | 13,664 |
| 11 | Net income from unrelated business activities not included on 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.) .. | 36,000 | 36,000 | 36,201 | 36,415 | 36,409 | 181,025 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 193,385 | 334,562 | 247,704 | 76,515 | 136,706,964 | 137,559,130 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 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) |
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| 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): |
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| 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 0.015 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 0.035 | 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 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|---|
| PART III, SECTION B, LINE 12 | OTHER INCOME OTHER INCOME CONSISTS OF EXPENSE REIMBURSEMENT AND OTHER MISCELLANEOUS INCOME. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE 1 | UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND WAS CREATED AND FUNDED BY THE U.S. CONGRESS, TO INVEST IN AND ATTRACT PRIVATE CAPITAL TO UKRAINE, MOLDOVA, AND BELARUS, TO PROMOTE ENTREPRENEURSHIP AND OPEN MARKETS. |
| FORM 990, PART III, LINE 1 | NAME CHANGE: SUBSEQUENT TO THE YEAR-END, BASED ON THE APPROVAL BY THE BOARD OF DIRECTORS, THE FUND HAS INITIATED THE PROCESS OF CHANGING ITS LEGAL NAME INTO UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND. THIS CHANGE WAS RECORDED IN THE DELAWARE SECRETARY OF STATE'S CERTIFICATE ISSUED IN OCTOBER 2023. THE NEW NAME WILL REFLECT THE FUND'S ACTUAL HISTORICAL AND ONGOING OPERATIONS IN UKRAINE AND MOLDOVA, WHICH IS CONSISTENT WITH THE PRACTICE OF OTHER U.S.-SPONSORED ENTERPRISE FUNDS OF INCLUDING THE NAMES OF THE COUNTRIES WHERE THEY OPERATE IN THE FUND NAME. ORGANIZATION MISSION - THE UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND (THE "FUND") IS A NOT-FOR-PROFIT CORPORATION FORMED PURSUANT TO THE SUPPORT FOR EAST EUROPEAN DEMOCRACY ACT OF 1989 (THE "SEED ACT") AND THE 1992 FREEDOM FOR RUSSIA AND EMERGING EURASIAN DEMOCRACIES AND OPEN MARKETS SUPPORT ACT (THE "FREEDOM SUPPORT ACT"). UMAEF'S PRIMARY PURPOSE IS PROMOTING THE DEVELOPMENT OF THE PRIVATE SECTOR, AND THE POLICIES AND PRACTICES CONDUCIVE TO SUCH DEVELOPMENT, OF THE WESTERN NIS REGION (THE "REGION"), WHICH CONSISTS OF UKRAINE, MOLDOVA AND BELARUS. THE U.S. CONGRESS AUTHORIZED APPROPRIATIONS OF $150 MILLION, WHICH WERE COMMITTED BY THE UNITED STATES AGENCY FOR INTERNATIONAL DEVELOPMENT ("USAID") FOR UMAEF PROGRAM PURPOSES AND ADMINISTRATIVE EXPENDITURES (THE "GRANT"). AMOUNTS RECEIVED FROM USAID WERE CONDITIONED UPON UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUNDS' COMPLIANCE WITH THE REQUIREMENTS OF THE GRANT AGREEMENT WITH USAID AND THE SEED AND FREEDOM SUPPORT ACTS, WHICH IMPOSED CERTAIN U.S. POLICY OBJECTIVES AND REPORTING OBLIGATIONS. UKRAINE-MOLODVA AMERICAN ENTERPRISE FUND IS ENGAGED IN A BROAD PRIVATE INVESTMENT PROGRAM IN THE REGION WHICH, THROUGH EQUITY INVESTMENTS, LOANS, LEASES, TECHNICAL ASSISTANCE AND OTHER MEASURES, EMPHASIZES A COMMITMENT TO SMALL-AND MEDIUM-SIZED PRIVATE BUSINESSES. UMAEF PROVIDES TECHNICAL ASSISTANCE TO COMPANIES IN WHICH IT HAS INVESTED. THROUGH ITS DIRECT ROLE IN INVESTMENTS IN THE REGION'S PRIVATE SECTOR, UKRAINE-MOLDOVA AMERICAN ENTERPRISE SEEKS TO GENERATE PROFITS THAT WILL FURTHER SUPPORT ITS ACTIVITIES AND ATTRACT INVESTMENTS BY OTHERS. AS PART OF ITS INVESTMENT OPERATIONS, UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND MAY OBTAIN REPRESENTATION ON MANAGEMENT AND SUPERVISORY COUNCILS OF INVESTEE COMPANIES. UKARINE-MOLDOVA AMERICAN ENTERPRISE FUNDS' GRANT AGREEMENT WITH USAID STATES THAT THE SUCCESS OF UMAEF WILL BE CHARACTERIZED BY THE EXTENT TO WHICH IT CAUSES OR CONTRIBUTES TO: (1) THE SUCCESSFUL ESTABLISHMENT, OR STRENGTHENING OF, A WIDE ARRAY OF SMALL AND MEDIUM-SIZED FIRMS ACROSS THE DIFFERENT SECTORS OF THE ECONOMIES IN THE UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND REPUBLICS; (2) THE GENERATION OF NEW EMPLOYMENT OPPORTUNITIES IN THE PRIVATE SECTOR OF THE WESTERN NIS REPUBLICS; (3) INVESTMENT BY OTHER PRIVATE COMPANIES IN SECTORS WHERE UMAEF TOOK AN INITIAL LEAD; (4) THE COMPLETION OF A WIDE ARRAY OF TRANSACTIONS THAT DEVELOP AND STRENGTHEN FINANCIAL MARKETS IN THE WESTERN NIS REPUBLICS; (5) DEVELOPMENT BY UMAEF OF A NUMBER OF KEY JOINT VENTURES BETWEEN PRIVATE COMPANIES OF THE U.S. AND THE WESTERN NIS REPUBLICS; AND (6) CONSISTENT WITH UMAEF'S SOUND BUSINESS JUDGMENT, THE CONDUCT OF ACTIVITIES INTENDED TO FURTHER INVESTMENT IN EACH OF THE WESTERN NIS REPUBLICS. ONE OF UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUNDS' KEY ACCOMPLISHMENTS WAS FULFILLING THE DIRECTIVE FROM USAID TO ENABLE THE ESTABLISHMENT OF A PRIVATE SUCCESSOR FUND, EMERGING EUROPE GROWTH FUND LP (EEGF). A NEW PRIVATE INVESTMENT MANAGEMENT COMPANY, HORIZON CAPITAL ASSOCIATES LLC (HCA), WAS FORMED TO SUPPORT EEGF AND UMAEF. THIS APPROACH FOLLOWED THE PRECEDENT OF USAID-FINANCED ENTERPRISE FUNDS IN CENTRAL AND EASTERN EUROPE, WHICH SUCCESSFULLY ATTRACTED SIGNIFICANT PRIVATE CAPITAL. BASED ON USAID AND CONGRESSIONAL APPROVAL, UMAEF'S BOARD OF DIRECTORS COMMITTED $25 MILLION TO EEGF AND APPROVED THE SALE OF CERTAIN INVESTMENTS TO EEGF IN 2006. EEGF NOW FUNCTIONS AS A MID-CAP PRIVATE EQUITY FUND MAKING INVESTMENTS IN UKRAINE, MOLDOVA, AND BELARUS. UMAEF IS A CORNERSTONE LIMITED PARTNER IN EEGF. EEGF HAS INVESTED BETWEEN $5 TO $25 MILLION IN EXPANSION AND BUY-OUT OPPORTUNITIES IN THE FOLLOWING INDUSTRIES: FINANCIAL SERVICES, FAST MOVING CONSUMER GOODS, RETAIL AND INDUSTRIAL GOODS. USAID HAS ALREADY DISTRIBUTED THE FULL GRANT OF $150 MILLION TO UMAEF, WITH THE FINAL TRANCHE RECEIVED IN FISCAL YEAR 2007. ACCORDING TO THE GRANT AGREEMENT, USAID MAY ESTABLISH THE DATE AFTER WHICH UMAEF SHALL COMMENCE THE WINDING UP OF ITS AFFAIRS AND SALE OF ITS ASSETS. UNDER THIS AUTHORITY, USAID ORIGINALLY ESTABLISHED UMAEF'S TERMINATION COMMENCEMENT DATE AS AUGUST 26, 2009. DURING FISCAL YEAR 2009, UMAEF REQUESTED AND WAS GRANTED AN EXTENSION FROM USAID OF THE TERMINATION COMMENCEMENT DATE TO AUGUST 26, 2011. IN JANUARY 2011, USAID FURTHER EXTENDED THIS DATE TO AUGUST 26, 2013 WITH THE CONDITION THAT THE LEGACY PROPOSAL BE PRESENTED TO USAID BY AUGUST 26, 2011. THE LEGACY PROPOSAL SET FORTH UMAEF'S PROPOSAL FOR THE ESTABLISHMENT OF A LEGACY FOUNDATION TO BE FUNDED BY PROCEEDS DERIVED FROM THE SALE OF ASSETS. THE FUND'S PROPOSAL WAS SUBMITTED TO USAID AS REQUIRED, INCLUDING CONFIRMATION THAT AS OF AUGUST 26, 2011, UMAEF WILL NOT MAKE ANY NEW INVESTMENTS OR COMMITMENTS, ALTHOUGH THE FUND MAY MAKE FOLLOW-ON INVESTMENTS IN COMPANIES IN ITS EXISTING PORTFOLIO UNTIL AUGUST 26, 2013. THE REVISED TERMINATION COMMENCEMENT DATE. IN JUNE 2013, USAID ESTABLISHED A TARGET LIQUIDATION DATE OF AUGUST 26, 2016 AS THE DATE BY WHICH THE FUND MUST HAVE COMPLETED THE WIND-UP AND LIQUIDATION OF ALL OF ITS ASSETS. THE GRANT AGREEMENT BETWEEN UMAEF AND USAID WAS AMENDED TO REFLECT THIS TARGET LIQUIDATION DATE OF AUGUST 26, 2016 AND FURTHER STATED THAT THIS DATE MAY ONLY BE EXTENDED WITH THE PRIOR WRITTEN APPROVAL OF USAID. EFFECTIVE JANUARY 28, 2015, USAID APPROVED THE FUND'S PROPOSAL TO CONTINUE THE MISSION OF THE FREEDOM SUPPORT ACT OF 1992 AND THE FOREIGN ASSISTANCE ACT OF 1961, THROUGH THE EXISTING UMAEF STRUCTURE. AS SUCH, THE GRANT AGREEMENT WAS AMENDED TO CHANGE THE TERMINATION COMMENCEMENT DATE FROM AUGUST 26, 2013 TO DECEMBER 31, 2017 AND CHANGE THE TARGET LIQUIDATION DATE FROM AUGUST 26, 2016 TO DECEMBER 31, 2018 TO ALLOW THE FUND TO CARRY OUT THE PROGRAM ACTIVITIES DESCRIBED IN ITS PROPOSAL. THE TLD MAY ONLY BE EXTENDED WITH THE PRIOR WRITTEN APPROVAL OF USAID. THE FUND'S PROPOSAL ENVISIONED A $30 MILLION THREE-YEAR LEGACY PROGRAM FUNDED BY A PORTION OF THE REFLOWS EARNED BY THE FUND FROM ITS INVESTMENT ACTIVITIES. THE GOALS AND OBJECTIVES OF THE LEGACY PROGRAM ARE TO ASSIST UKRAINE AND MOLDOVA WITH FURTHER DEVELOPMENT OF SOUND ECONOMIC POLICIES AND LEADERSHIP DURING THIS CRITICAL TIME IN THEIR RESPECTIVE HISTORIES. BOTH UKRAINE AND MOLDOVA RECENTLY SIGNED DEEP AND COMPREHENSIVE FREE TRADE AGREEMENTS (DCFTA) WITH THE EUROPEAN UNION (EU) AND MUST NOW UNDERTAKE SIGNIFICANT CHANGES TO THEIR ECONOMIC POLICIES AND TO BUILD CADRES OF WELL-TRAINED LEADERS TO FULLY BENEFIT FROM THE DCFTA. THE FOUR PROGRAMS SET FORTH IN THE FUND'S PROPOSAL TO USAID FOCUS ON I) MOBILIZING CAPITAL TO ADDRESS COMPLEX SOCIAL ISSUES (IMPACT INVESTING PROGRAM); II) DEVELOPING INNOVATIVE MARKET-BASED SOLUTIONS LINKING LOCAL GOVERNMENT AND THE BUSINESS COMMUNITY TO IMPROVE THE PROVISION OF SERVICES TO CITIZENS WHILE SUPPORTING THE SME SECTOR (LOCAL ECONOMIC DEVELOPMENT PROGRAM); III) INVESTING IN PEOPLE TO BROADEN AND DEEPEN THE HUMAN CAPACITY NECESSARY TO ADVANCE PRIVATE SECTOR DEVELOPMENT IN UKRAINE AND MOLDOVA (ECONOMIC LEADERSHIP PROGRAM); AND IV) IMPROVING THE ABILITY OF UKRAINIAN EXPORTERS TO ACCESS NEW MARKETS (EXPORT PROMOTION POLICY PROGRAM). EFFECTIVE APRIL 14, 2016, USAID ADDITIONALLY MODIFIED THE GRANT TO CHANGE THE TERMINATION COMMENCEMENT DATE FROM DECEMBER 31, 2017 TO DECEMBER 31, 2022 AND CHANGE THE TARGET LIQUIDATION DATE FROM DECEMBER 31, 2018 TO DECEMBER 31, 2023. THE TARGET LIQUIDATION DATE MAY ONLY BE EXTENDED WITH THE PRIOR WRITTEN APPROVAL OF USAID. THE AMENDED GRANT AGREEMENT ALLOWS THE FUND: I) TO DISBURSE $5 MILLION TO MAKE NEW INVESTMENTS AND COMMITMENTS IN UKRAINE AND MOLDOVA TO ENCOURAGE THE CREATION AND EXPANSION OF SMALL AND MEDIUM ENTERPRISES (SMES); II) TO APPLY AN ADDITIONAL $5 MILLION FOR ITS LEGACY PROGRAMS, THEREBY INCREASING TOTAL ALLOWABLE FROM $30 MILLION TO $35 MILLION; III) TO COMMIT $30 MILLION OF PROGRAM INCOME AS ANCHOR INVESTOR, ON PARI PASSU TERMS WITH PRIVATE INVESTORS, IN THE EMERGING EUROPE GROWTH FUND III, L.P., A U.S.-DOMICILED FUND LAUNCHED BY HORIZON CAPITAL THAT RAISED $200 MILLION AFTER FINAL CLOSING TO PROVIDE LOANS, EQUITY AND FINANCIAL SUPPORT TO SMES IN UKRAINE AND MOLDOVA. |
| FORM 990, PART III, LINE 1 | EFFECTIVE MARCH 23, 2022, USAID ADDITIONALLY MODIFIED THE GRANT TO CHANGE THE TCD FROM DECEMBER 31, 2022 TO DECEMBER 31, 2030 AND CHANGE THE TLD FROM DECEMBER 31, 2023 TO DECEMBER 31, 2031 (GRANT MODIFICATION #25). THE AMENDED GRANT AGREEMENT (I) ENABLED THE FUND TO MAKE NEW INVESTMENTS AND COMMITMENTS AT THE DISCRETION OF ITS BOARD TO ENCOURAGE THE CREATION AND EXPANSION OF SMALL AND MEDIUM ENTERPRISES (SMES) IN UKRAINE AND MOLDOVA; II) FIXED THE BUDGET OF THE FUND'S LEGACY PROGRAMS AT $5 MILLION PER YEAR SUBJECT TO THE AVAILABILITY OF FUNDS. ADDITIONALLY, AS A RESPONSE TO FULL-SCALE RUSSIA'S INVASION TO UKRAINE, USAID AMENDED THE STRUCTURE OF ALLOWABLE EXPENDITURES. IN FEBRUARY 2022, PRIOR TO THE ONSET OF THE FULL-FLEDGED RUSSIA'S INVASION OF UKRAINE, THE FUND IMPLEMENTED ITS BUSINESS CONTINUITY PLAN, INCLUDING SECURING ACCOMMODATION IN WESTERN UKRAINE AND SUPPORTING FUND PERSONNEL AND FAMILY MEMBERS TO RELOCATE TO WESTERN UKRAINE AND THEN TO THE EUROPEAN UNION GIVEN THE HIGH PRIORITY ACCORDED TO THE SAFETY AND SECURITY OF EMPLOYEES AND PARTNERS ON-THE-GROUND IN UKRAINE. BASED ON THE USAID APPROVAL GRANTED BY THE GRANT MODIFICATION #25, UMAEF HAS INCURRED ASSOCIATED RELOCATION COSTS AND PROVIDED ADDITIONAL ASSISTANCE REQUIRED. THE UKRAINIAN LEADERSHIP ACADEMY PROGRAM STAFF AND IMMEDIATE FAMILY MEMBERS AND STUDENTS WERE ALSO RELOCATED TO WESTERN UKRAINE, WITH EXPENSES RELATED TO THEIR RELOCATION ALSO INCURRED BY THE FUND. |
| FORM 990, PART III, LINE 2 | IN FEBRUARY 2015 THE FUND STARTED LEGACY PROGRAMS SPECIFIED BY PROPOSAL THAT ENVISIONED A $30 MILLION THREE-YEAR LEGACY PROGRAM FUNDED BY A PORTION OF THE REFLOWS EARNED BY THE FUND FROM ITS INVESTMENT ACTIVITIES. IN APRIL 2016, AS A RESULT OF A GRANT MODIFICATION, THE FUND WAS ALLOWED TO USE AN ADDITIONAL $5 MILLION FOR LEGACY PROGRAMS, INCREASING TOTAL ALLOWABLE TO $35 MILLION. THE GOALS AND OBJECTIVES OF THE LEGACY PROGRAM ARE TO ASSIST UKRAINE AND MOLDOVA WITH FURTHER DEVELOPMENT OF SOUND ECONOMIC POLICIES AND LEADERSHIP DURING THIS CRITICAL TIME IN THEIR RESPECTIVE HISTORIES. BOTH UKRAINE AND MOLDOVA SIGNED DEEP AND COMPREHENSIVE FREE TRADE AGREEMENTS (DCFTA) WITH THE EUROPEAN UNION (EU) AND MUST NOW UNDERTAKE SIGNIFICANT CHANGES TO THEIR ECONOMIC POLICIES AND TO BUILD CADRES OF WELL-TRAINED LEADERS TO FULLY BENEFIT FROM THE DCFTA. THE FOUR PROGRAMS SET FORTH IN THE FUND'S PROPOSAL TO USAID FOCUS ON: I) MOBILIZING CAPITAL TO ADDRESS COMPLEX SOCIAL ISSUES (IMPACT INVESTING PROGRAM); II) DEVELOPING INNOVATIVE MARKET-BASED SOLUTIONS LINKING LOCAL GOVERNMENT AND THE BUSINESS COMMUNITY TO IMPROVE THE PROVISION OF SERVICES TO CITIZENS WHILE SUPPORTING THE SME SECTOR (LOCAL ECONOMIC DEVELOPMENT PROGRAM); III) INVESTING IN PEOPLE TO BROADEN AND DEEPEN THE HUMAN CAPACITY NECESSARY TO ADVANCE PRIVATE SECTOR DEVELOPMENT IN UKRAINE AND MOLDOVA (ECONOMIC LEADERSHIP PROGRAM); AND IV) IMPROVING THE ABILITY OF UKRAINIAN EXPORTERS TO ACCESS NEW MARKETS (EXPORT PROMOTION POLICY PROGRAM). |
| FORM 990, PART VI, SECTION A, LINE 2 | LENNA KOSZARNY AND NATALIA KOVALENKO HAD A BUSINESS RELATIONSHIP. |
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERS THE CORPORATE MEMBERS OF UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND CONSIST OF THE DIRECTORS WHO ARE U.S. CITIZENS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE MEMBERS HAVE THE RIGHTS TO ELECT AND REMOVE DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | APPROVAL BY MEMBERS USAID HAS THE AUTHORITY TO, AND IN FACT DOES, APPROVE CERTAIN UMAEF'S DECISIONS, INCLUDING THE LONG-TERM EQUITY INCENTIVE PLAN, THE PRIVATIZATION OF HORIZON CAPITAL IN 2006, THE TERMS OF THE HCA INVESTMENT MANAGEMENT AND SHARED SERVICES AGREEMENTS WITH UMAEF, AND THE CONTRIBUTION OF CERTAIN INVESTMENTS TO THE EMERGING EUROPE GROWTH FUND, LP, A REGIONAL PRIVATE EQUITY FUND LAUNCHED IN 2006 AND SALE AT COST OF TWO WAREHOUSED INVESTMENTS TO EEGF III, LP, A REGIONAL PRIVATE EQUITY FUND LAUNCHED IN 2017. USAID CONDUCTS SEMI-ANNUAL REVIEWS OF UMAEF AND REVIEWS MONTHLY REPORTS AND ANNUAL AUDITED FINANCIAL STATEMENTS AND ANNUAL REPORTS SUBMITTED BY UMAEF. |
| FORM 990, PART VI, SECTION B, LINE 11B | FORM 990 REVIEW POLICY UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND'S FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM IN CONJUNCTION WITH ITS FINANCE STAFF. THE CHIEF FINANCIAL OFFICER (CFO) REVIEWS, EDITS, AND APPROVES THE DRAFT FORM 990 PRIOR TO REVIEW BY THE PRESIDENT/CHIEF EXECUTIVE OFFICER (CEO). ONCE THE CEO COMPLETES REVIEW OF THE DRAFT FORM 990 AND ANY REVISIONS ARE INCORPORATED, THE DRAFT FORM 990 IS DISTRIBUTED TO A SUBCOMMITTEE OF THE BOARD FORMED TO REVIEW AND APPROVE THE FORM 990 ON BEHALF OF THE FULL BOARD OF DIRECTORS. ONCE THEIR COMMENTS ARE INCORPORATED AND THE FORM 990 IS APPROVED, A COPY OF THE FORM 990 THAT WILL BE FILED WITH THE IRS IS PROVIDED TO ALL MEMBERS OF THE BOARD OF DIRECTORS, AS WELL AS EXTERNAL CORPORATE COUNSEL, PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | CONFLICT OF INTEREST POLICY OFFICERS ARE APPOINTED ON AN ANNUAL BASIS BY THE BOARD OF DIRECTORS OF UMAEF, AND THE TERMS OF APPOINTMENT INCLUDE COMPLIANCE WITH THE POLICIES AND PROCEDURES OF THE FUND, INCLUDING THE CONFLICT OF INTEREST POLICY. THE GRANT AGREEMENT WITH USAID INCLUDES THE CONFLICT OF INTEREST POLICY AND IDENTIFIES WHICH MATTERS MUST BE DISCUSSED WITH USAID. COMPLIANCE IS MONITORED VIA THE ANNUAL AUDIT PROCESS, CONDUCTED BY AN INDEPENDENT BIG 4 PUBLIC ACCOUNTING FIRM, THROUGH REVIEW OF TRANSACTIONS, INCLUDING RELATED PARTY TRANSACTIONS AND INTERNAL CONTROL PROCEDURES. ANY POTENTIAL CONFLICT WOULD BE REVIEWED AND HANDLED BY THE BOARD OF DIRECTORS AND OUTSIDE LEGAL COUNSEL. IF A CONFLICT WAS RELATED TO A BOARD MEMBER, THEN THAT BOARD MEMBER WOULD BE REQUIRED TO ABSTAIN FROM DISCUSSION AND ABSTAIN FROM VOTING ON THE CONFLICTED MATTER. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION UKRAINE-MOLODVA AMERICAN ENTERPRISE FUND HAS A SPECIAL COMPENSATION STRUCTURE THAT REFLECTS ITS TAX-EXEMPT MISSION. AS NOTED IN PART III OF FORM 990, ONE OF UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUNDS' KEY ACCOMPLISHMENTS WAS FULFILLING THE DIRECTIVE FROM USAID TO ESTABLISH A PRIVATE FOLLOW-ON FUND, EMERGING EUROPE GROWTH FUND LP (EEGF). THIS DIRECTIVE FOLLOWED THE PRECEDENT OF USAID-FINANCED ENTERPRISE FUNDS IN CENTRAL AND EASTERN EUROPE, WHICH SUCCESSFULLY ATTRACTED SIGNIFICANT PRIVATE CAPITAL. AS DESCRIBED IN SCHEDULE O, UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND WAS NEARING ITS WIND-DOWN PHASE, AND THE FOUNDING OF EEGF WAS A SIGNIFICANT ACCOMPLISHMENT TOWARDS UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUNDS' MISSION. A PRIVATE INVESTMENT MANAGEMENT COMPANY, HORIZON CAPITAL ASSOCIATES LLC (HCA), WAS FORMED TO MANAGE THE INVESTMENTS OF EEGF AND UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND. FOLLOWING THE FOUNDING OF EEGF, ALL EMPLOYEES OF UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND (EXCEPT THOSE LOCATED IN THE U.S.) BECAME EMPLOYEES OF HCA'S SUBADVISOR ENTITY, HORIZON CAPITAL ADVISORS, LLC (HCAD), RESULTING IN THE TRANSFER OF EMPLOYEE COMPENSATION, OPERATING AND OTHER EXPENSES FROM UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND TO HCA AND HCAD. ACCORDINGLY UNTIL JANUARY 2015, UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND DID NOT HAVE EMPLOYEES, OTHER THAN AN ADMINISTRATIVE ASSISTANT AND A PART-TIME ACCOUNTANT IN THE U.S.. HOWEVER, DURING FISCAL 2015 THE FUND HAS HIRED CERTAIN EMPLOYEES FOR LEGACY PROGRAMS REALIZATION. BOTH THE FORMATION OF THE HORIZON CAPITAL ENTITIES AND OUTSOURCING OF INVESTMENT MANAGEMENT FUNCTIONS TO HCA WERE APPROVED BY USAID. UMAEF PAYS HCA AN ANNUAL MANAGEMENT FEE, AS DISCLOSED IN SCHEDULE L. THE INVESTMENT MANAGEMENT AGREEMENT WITH HCA WAS APPROVED BY THE BOARD OF DIRECTORS OF UKRAINE-MOLDOVA AMERICAN ENTERPRISE FUND, AFTER REVIEW AND APPROVAL OF ITS KEY TERMS, INCLUDING THE MANAGEMENT FEE, BY USAID, WHICH HAD PRIOR EXPERIENCE REVIEWING AND APPROVING SIMILAR INVESTMENT MANAGEMENT AGREEMENTS ENTERED INTO BY OTHER ENTERPRISE FUNDS THAT IT REGULATES. THE MANAGEMENT FEE FORMULA IS IDENTICAL TO THAT IN THE INVESTMENT MANAGEMENT AGREEMENT BETWEEN HCA AND EEGF, WHICH ALSO WAS REVIEWED AND APPROVED BY THE UKRAINE-MOLODVA AMERICAN ENTERPRISE FUND BOARD AND USAID (AS WELL AS BY OTHER INVESTORS IN EEGF). IN FEBRUARY 2015, THE FUND ENTERED INTO A SHARED SERVICES AGREEMENT WITH HCA, APPROVED BY THE BOARD OF DIRECTORS, TO PROVIDE ADDITIONAL PROGRAM MANAGEMENT AND ADMINISTRATIVE SERVICES FOR LEGACY PROGRAMS. UMAEF PAYS HCA AN ANNUAL PROGRAM MANAGEMENT FEE, AS DISCLOSED IN SCHEDULE L. THE FUND BECAME AN ANCHOR INVESTOR OF EEGF III, THE THIRD PRIVATE FUND LAUNCHED BY HORIZON CAPITAL. BASED ON USAID APPROVAL, IN 2016, THE BOARD OF DIRECTORS OF THE FUND COMMITTED $30 MILLION TO EEGF III AND APPROVED THE WAREHOUSING OF UP TO 100% OF ITS $30 MILLION COMMITMENT OF INVESTMENTS WITHIN UMAEF, WHICH SUBSEQUENTLY WERE TRANSFERRED TO EEGF III AT COST UPON ITS FIRST CLOSING. IN AUGUST 2022, THE BOARD OF DIRECTORS APPROVED A COMMITMENT OF $10 MILLION TO HORIZON CAPITAL GROWTH FUND IV, L.P. ("HCGF IV") AT ITS FIRST CLOSING, AT PARI-PASSU TERMS WITH THIRD PARTY INVESTORS, THUS HELPING TO CATALYZE $105 MILLION OF CAPITAL FROM DEVELOPMENT FINANCIAL INSTITUTIONS ("DFIS"). THE FUND ENTERED INTO SUBSCRIPTION DOCUMENTS FOR HCGF IV AS OF SEPTEMBER 26, 2022, THUS COMMITTING $10 MILLION TO HCGF IV IN A FIRST CLOSING TOTALING $125 MILLION. AS OF SEPTEMBER 30, 2022, NO INVESTMENTS/CONTRIBUTIONS WERE MADE. HCGF IV TARGETS TOTAL COMMITMENTS OF $250 MILLION PRIOR TO ITS FINAL CLOSING, ANTICIPATED IN 2023. IN 2002, THE BOARD MEMBERS OF UMAEF ESTABLISHED A LONG-TERM EQUITY INCENTIVE PLAN ("LTEI"), WHICH WAS BASED ON SIMILAR ARRANGEMENTS AT OTHER USAID-FINANCED ENTERPRISE FUNDS AND WAS APPROVED BY THE U.S. CONGRESS AND USAID. THE LTEI PLAN IS NOT COMPENSATION FROM GOVERNMENT GRANT FUNDS BUT A SEPARATELY USAID-APPROVED INCENTIVE PLAN FUNDED FROM INVESTMENT SALES PROCEEDS. LTEI COMPENSATION IS NOT CONTINGENT ON REVENUES OR NET EARNINGS, BUT RATHER ON A PROFITABLE EXIT OF A PORTFOLIO COMPANY THAT EXCEEDS THE BASELINE VALUE SET BY THE BOARD OF DIRECTORS AND APPROVED BY USAID. UPON THE SPIN-OFF OF EMPLOYEES TO HCAD, THE LTEI PLAN REMAINS IN EFFECT AS LONG AS 1) THE INVESTMENT MANAGEMENT AGREEMENT BETWEEN UMAEF AND HCA CONTINUES; 2) THE SPECIFIC EMPLOYEE REMAINS IN THE EMPLOY OF UMAEF OR HCAD AND 3) THE BOARD OF DIRECTORS DOES NOT AMEND, ALTER OR TERMINATE THE PLAN. THIS IS INTENDED TO MAXIMIZE UMAEF'S RETURNS ON ITS REMAINING PORTFOLIO. LTEI PAYMENTS DURING THE 2022 CALENDAR YEAR ARE SET FORTH IN THE FOLLOWING PARAGRAPH. THE STATEMENT OF FUNCTIONAL EXPENSES IN PART IX SETS FORTH $9,878 OF EXPENSES UNDER THE LONG-TERM EQUITY INCENTIVE PLAN (LTEI) THAT WERE PAID OUT IN MAY 2023, BEFORE THE 9/30/23 FISCAL YEAR END. THIS AMOUNT REPRESENTS LTEI PAYMENTS MADE TO FORMER KEY EMPLOYEES ONLY. IN THE COMPENSATION SECTION OF FORM 990, PART VII, WE REPORT $1,856 OF PAID LTEI DURING THE 2022 CALENDAR YEAR TO FORMER KEY EMPLOYEES, BECAUSE THOSE SECTIONS REPORT COMPENSATION PAID DURING THE 2022 CALENDAR YEAR. IN ADDITION, WE NOTE THAT THE GRANT AGREEMENT WITH USAID PROVIDES THAT U.S. GOVERNMENT GRANT FUNDS MAY NOT BE USED TO COMPENSATE EMPLOYEES OF UMAEF, OR EMPLOYEES OF AN ORGANIZATION IN WHICH IT OWNS A MAJORITY INTEREST, OVER $150,000 PER ANNUM. THE LTEI PLAN IS NOT COMPENSATION FROM GOVERNMENT GRANT FUNDS, BUT A SEPARATELY USAID-APPROVED INCENTIVE PLAN FUNDED FROM INVESTMENT SALES PROCEEDS. |
| FORM 990, PART VI, SECTION C, LINE 19 | DISCLOSURES AS A USAID RECIPIENT, UKRAINE-MOLODVA AMERICAN ENTERPRISE FUND' GOVERNING DOCUMENTS, INCLUDING ITS CONFLICT OF INTEREST POLICY, AND ITS FINANCIAL STATEMENTS ARE PROVIDED TO USAID AND ARE MADE AVAILABLE TO THE PUBLIC THROUGH THIS ORGANIZATION. |
| FORM 990, PART VI, SECTION B, LINE 16 | JOINT VENTURES THE TAX-EXEMPT MISSION OF UKRAINE-MOLODVA AMERICAN ENTERPRISE FUND ESTABLISHED BY THE U.S. CONGRESS AND USAID IS DIRECTLY FURTHERED BY THE FUND'S INVESTMENTS IN SMALL-TO MID-SIZED COMPANIES IN THE UKRAINE AND MOLDOVA, AND ALSO BY ITS INVESTMENTS IN EEGF, EEGF III AND HCGF IV, REGIONAL PRIVATE EQUITY FUNDS WHOSE ESTABLISHMENT WAS ENCOURAGED, REVIEWED AND APPROVED BY USAID. UNDER THE TERMS OF ITS GRANT AGREEMENT FROM USAID, UKRAINE-MOLODVA AMERICAN ENTERPRISE FUND TAKES A COMMERCIAL APPROACH TO ITS INVESTMENT ACTIVITIES IN PORTFOLIO COMPANIES IN THE WESTERN NEWLY INDEPENDENT STATES, AS A MATTER OF OPERATING PHILOSOPHY. THE WRITTEN GRANT AGREEMENT ALSO PROVIDES NUMEROUS TERMS AND CONDITIONS TO ENSURE THAT THE PORTFOLIO COMPANIES IT INVESTS IN FURTHER ITS TAX-EXEMPT MISSION AND USAID GUIDELINES. UKRAINE-MOLODVA AMERICAN ENTERPISE FUND HAS A WRITTEN POLICY THAT REQUIRES, AMONG OTHER THINGS, THAT ALL INVESTMENTS BE IN ACCORD WITH THE GRANT AGREEMENT, WHICH EXPRESSLY DEFINES PERMISSIBLE INVESTMENTS AS WELL AS PROHIBITED TRANSACTIONS CONSISTENT WITH UMAEF'S CONGRESSIONALLY-MANDATED CHARITABLE MISSION. IN ADDITION TO THIS WRITTEN POLICY, UKRAINE-MOLODVA AMERICAN ENTERPRISE FUND HAS ADOPTED VARIOUS MEASURES THAT SAFEGUARD ITS EXEMPT STATUS WITH RESPECT TO ITS INVESTMENTS. THESE MEASURES INCLUDE ENSURING THAT INVESTMENT AGREEMENTS WITH PORTFOLIO COMPANIES ARE ON AN ARM'S LENGTH BASIS AND CONTAIN PROVISIONS TO ASSURE COMPLIANCE WITH RELEVANT CLAUSES WITHIN THE GRANT AGREEMENT. USAID SPECIFICALLY REVIEWED AND APPROVED IN WRITING UKRAINE-MOLODVA AMERICAN ENTERPRISE FUNDS' INVESTMENTS IN EEGF, EEGF III, HORISON CAPITAL GROWTH FUND IV AND AS AN INTEGRAL PART OF ITS TAX EXEMPT MISSION. |
| FORM 990, PART VII, SECTION B, LINE 1 | INVESTMENT MANAGEMENT FEES INVESTMENT MANAGEMENT FEES IN THE AMOUNT OF $102,904 PAID TO HORIZON CAPITAL ASSOCIATES LLC REPRESENT INVESTMENT MANAGEMENT FEES PAID IN CALENDAR YEAR 2022 AS THIS IS THE CALENDAR YEAR ENDING WITHIN UKRAINE-MOLODVA AMERICAN ENTERPRISE FUNDS' TAX YEAR BEGINNING 10/01/2022 AND ENDING 9/30/2023. THIS AMOUNT DIFFERS FROM THE INVESTMENT MANAGEMENT FEES REPORTED IN SCHEDULE L PART IV BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS AS THIS LATTER AMOUNT REFLECTS ACTUAL PAYMENTS MADE IN FISCAL 2023. PROGRAM MANAGEMENT FEES PROGRAM MANAGEMENT FEES IN THE AMOUNT OF $525,000 PAID TO HORIZON CAPITAL ASSOCIATES LLC REPRESENT INVESTMENT MANAGEMENT FEES PAID IN CALENDAR YEAR 2022 AS THIS IS THE CALENDAR YEAR ENDING WITHIN UKRAINE-MOLODVA AMERICAN ENTERPRISE FUNDS' TAX YEAR BEGINNING 10/01/2022 AND ENDING 9/30/2023. THIS AMOUNT DIFFERS FROM THE INVESTMENT MANAGEMENT FEES REPORTED IN SCHEDULE L PART IV BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS AS THIS LATTER AMOUNT REFLECTS ACTUAL PAYMENTS MADE IN FISCAL 2023. |
| FORM 990, PART XI, LINE 9: | DEFERRED EXIT BASED INCENTIVE 9,878. |
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