2023-05-12T07:42:08-05:00 2022-06-30 135565207 KPMG LLP 60 SOUTH STREET BOSTON MA 02111 990 2021-07-01 451556038 UNIVERSITY OF VERMONT AND STATE AGRICULTURAL COLLEGE FOUNDATION INC UNIV 8026568600 411 MAIN STREET BURLINGTON VT 05401 CHARLES FEENEY VP & CFO 8026568600 2023-05-03 1 CHARLES FEENEY 999009999 GARY MENIN P01638794 6179881000 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z MONICA DELISA 411 MAIN STREET BURLINGTON VT 05401 80438304 0 X WWW.UVMFOUNDATION.ORG X 2011 VT THE MISSION OF THE UVM FOUNDATION IS TO SECURE AND MANAGE PRIVATE SUPPORT FOR THE BENEFIT OF THE UNIVERSITY OF VERMONT. 28 26 83 6517 41710 0 92261518 55981635 8890645 11697001 1730552 2322741 67401 41710 102950116 70043087 16903604 21977889 0 0 8498136 9158881 30000 103816 6948527 1968029 3179152 27399769 34419738 75550347 35623349 307895720 328673195 11337302 17137487 296558418 311535708 THE MISSION OF THE UVM FOUNDATION IS TO SECURE AND MANAGE PRIVATE SUPPORT FOR THE BENEFIT OF THE UNIVERSITY OF VERMONT. 0 0 21977889 21977889 11553799 THE FOUNDATION'S PRIMARY FUNCTION IS TO RAISE, RECEIVE, AND MANAGE FUNDS FOR SCHOLARSHIPS, PROFESSORSHIPS, AND FACILITIES AND OTHER SUPPORT FOR THE BENEFIT OF THE UNIVERSITY OF VERMONT AND STATE AGRICULTURAL COLLEGE AND BY OTHERWISE PERFORMING SUPPORT FUNCTIONS THAT CARRY OUT ITS CHARITABLE, SCIENTIFIC, EDUCATIONAL, OR OTHER EXEMPT PURPOSES. 1867321 143202 ALUMNI ARE OFFERED OPPORTUNITIES TO ATTEND SOCIAL AND EDUCATIONAL EVENTS FOR AN ADMISSION FEE THAT COVERS, AT THE MOST, DIRECT EXPENSES, BUT NEVER COVERS ALL EXPENSES. EVENTS INCLUDE ALUMNI REUNIONS, HOMECOMINGS, BASEBALL GAMES, TENNIS MATCHES, DANCES, ETC. 23845210 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 1 33 0 1 83 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 28 26 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA KY MD MA MI MN NH NJ NY OR SC UT WI X X CHARLES FEENEY 8026568600 411 MAIN STREET BURLINGTON VT 05401 AFI AHMADI END 63022 DIRECTOR/EX OFFICIO 1.00 0.00 X 0 0 0 HOWARD AVERILL DIRECTOR 1.00 0.00 X 0 0 0 KATHY BATTISTONI END 63022 DIRECTOR 1.00 0.00 X 0 0 0 JAMES BETTS END 63022 DIRECTOR 1.00 0.00 X 0 0 0 FRANK BOLDEN DIRECTOR 1.00 0.00 X 0 0 0 ROBERT P BRENNAN JR DIRECTOR 1.00 0.00 X 0 0 0 WILLIAM CIMONETTI DIRECTOR 1.00 0.00 X 0 0 0 MICHELE COHEN DIRECTOR 1.00 0.00 X 0 0 0 PHILIP DANIELS DIRECTOR/EX OFFICIO 1.00 0.00 X 0 0 0 MONICA DELISA BEG 6122 DIRECTOR/EX OFFICIO/FNDN PRES 43.00 0.00 X X 0 0 0 BARBARA FIDDLER DIRECTOR 1.00 0.00 X 0 0 0 SURESH GARIMELLA DIRECTOR/EX OFFICIO/UNIV PRES 2.00 0.00 X 0 0 0 DAVID GODKIN DIRECTOR/SECRETARY 2.00 0.00 X X 0 0 0 JAMES HEBERT DIRECTOR 1.00 0.00 X 0 0 0 SUSAN MARCHAND HIGGINS DIRECTOR 1.00 0.00 X 0 0 0 VITO IMBASCIANI DIRECTOR 1.00 0.00 X 0 0 0 RON LUMBRA DIRECTOR/EX OFFICIO 1.00 0.00 X 0 0 0 DEBORAH MCANENY DIRECTOR/VICE CHAIR 2.00 0.00 X X 0 0 0 DONALD H MCCREE III DIRECTOR 1.00 0.00 X 0 0 0 DAVID REINES END 63022 DIRECTOR 1.00 0.00 X 0 0 0 RAY ROBERTS DIRECTOR 1.00 0.00 X 0 0 0 DIANE L SEDER DIRECTOR/CHAIR 3.00 0.00 X X 0 0 0 CLAUDIA SERWER END 63022 DIRECTOR 1.00 0.00 X 0 0 0 WILLIAM SHEAN DIRECTOR 1.00 0.00 X 0 0 0 WHIT WAGNER DIRECTOR/TREASURER 2.00 0.00 X X 0 0 0 CATHI WIEBRECHT-SEARER DIRECTOR 1.00 0.00 X 0 0 0 CYMA ZARGHAMI DIRECTOR 1.00 0.00 X 0 0 0 JAMES R KELLER END 63022 DIRECTOR/EX OFFICIO/FNDN PRES 43.00 0.00 X X 336921 0 2469 JOHN HILTON FNDN CHAIR EMERITUS 1.00 0.00 X 0 0 0 CHARLES FEENEY VP & CFO 40.00 0.00 X 248306 0 51812 ANDREW FLEWELLING VP & CHIEF PEOPLE OFFICER 40.00 0.00 X 143522 0 43850 MARK METIVIER ASSISTANT VP & CONTROLLER 40.00 0.00 X 134054 0 26518 KATHLEEN KELLEHER VP FOR PRINCIPAL GIFTS 40.00 0.00 X 242906 0 48014 KATHY HOWRIGAN END 32822 VP FOR STRATEGIC ENGAGEMENT 40.00 0.00 X 209753 0 50838 KATHLEEN DESJARDINS VP & CHIEF INFORMATION OFFICER 40.00 0.00 X 184725 0 41504 MARY LAMBERT VP FOR DEVELOPMENT 40.00 0.00 X 177394 0 39009 MANON O'CONNOR ASSOCIATE VP MAJOR GIFTS, AHS 40.00 0.00 X 163806 0 37704 VIRGINIA LUBKOWITZ CHIEF DEVELOPMENT OFFICER, AHS 40.00 0.00 X 163417 0 20827 KURT REICHELT DIRECTOR OF MAJOR GIFTS, CALS 40.00 0.00 X 117703 0 40942 CHRISTOPHER BERNIER DIRECTOR OF PRINCIPAL GIFTS 40.00 0.00 X 115798 0 40471 ANNA MARIE GEWIRTZ DIRECTOR OF MAJOR GIFTS, GSB 40.00 0.00 X 121837 0 33340 ALAN RYEA EXEC DIR OF LEADERSHIP ENGAGEM 40.00 0.00 X 119318 0 33261 LISA TOWNSON END 103121 AVP CORPORATE & FNDN RELATIONS 40.00 0.00 X 110012 0 12209 SHANE JACOBSON END 11821 FORMR DIR/EX OFFICIO/FNDN PRES 40.00 0.00 X 43602 0 3797 2633074 0 526565 22 1 1 0 UNIVERSITY OF VERMONT AND STATE AGRICUL 85 SOUTH PROSPECT ST BURLINGTON VT 05405 PRINT,TUITION,REPAIR 351202 ELLUCIAN COMPANY LP 2003 EDMUND HALLEY DR STE 500 RESTON VA 20191 SOFTWARE 278658 MARKETING COMMUNICATION RESOURCE INC 4800 E 345TH STREET WILLOUGHBY OH 44094 PRINT & MAIL SERVICE 128502 SNAVELY ASSOCIATES LTD PO BOX 1139 STATE COLLEGE PA 16804 MARKETING SERVICES 102106 4 55981635 10577372 55981635 SERVICE AGREEMENT - UNIVERSITY SU 900099 11553799 11553799 ALUMNI ACTIVITIES 900099 143202 143202 11697001 2244623 2244623 41710 41710 9973335 500000 10014502 380715 -41167 119285 78118 78118 70043087 11697001 41710 2322741 21977889 21977889 2698318 249646 1265423 1183249 4415923 752661 583943 3079319 420846 69225 79838 271783 1154530 184355 200446 769729 469264 66287 117277 285700 436503 436503 56094 56094 105287 105287 103816 103816 10020 10020 120834 54705 17860 48269 781434 83701 175811 521922 545288 110744 111452 323092 55115 14514 25549 15052 209295 13832 32228 163235 309551 173990 53471 82090 350026 93661 155094 101271 198405 198405 MISCELLANEOUS EXPENSES 1300 1300 34419738 23845210 3626001 6948527 4105876 2659443 51870904 57661629 67461957 13018734 189751 240758 0 0 0 0 0 0 0 0 276069 566987 32785027 2027706 30572778 30757321 3371180 14054732 150041152 209581906 0 0 0 0 6053 131685 307895720 328673195 6630853 10871771 0 0 20400 22607 0 0 0 0 0 0 1965067 4442609 0 0 2720982 1800500 11337302 17137487 X 16881189 15975675 279677229 295560033 296558418 311535708 307895720 328673195 X 35623349 -15681461 -4964598 X 0 1 X 1 0 X 45818564 40617229 31973810 92219980 55981635 266611218 45818564 40617229 31973810 92219980 55981635 266611218 59337874 207273344 1796367 2363545 2033379 1743447 2244622 10181360 2547 2547 276795125 49583523 0.74880 0.76520 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: FUNDRAISING EVENT MISC INC - 2018 AMOUNT: $ 2,547. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 169355523 84869675 -12640402 1277160 4179182 0 236128454 122990847 18999923 33278313 1365994 4299320 248246 169355523 116530968 12464796 -303252 1125536 4066728 509401 122990847 103915814 13561072 4145818 953371 3590516 547849 116530968 88789512 12161632 7202999 709495 3178281 350553 103915814 0.04333 0.93902 0.01765 1 1 1 23200000 23200000 9187992 1750772 7437220 304149 222814 81335 92886 54120 38766 30757321 PARTNERSHIPS 9020000 F INVESTMENTS IN UVM POOL 168493834 F APPRECIATION IN UVM POOL 30590730 F PARTNERSHIPS 50 C BENEF INTEREST HELD BY OTHERS 1472726 F CRYPTO CURRENCY 4566 F 209581906 GIFTS PENDING ACCEPTANCE 1800000 OTHER LIABILITIES 500 1800500 X 49352445 -15681461 -5009181 -20690642 70043087 0 70043087 34375155 0 34375155 44583 44583 34419738 PART V, LINE 4: THE FOUNDATION'S ENDOWMENT IS A CONSOLIDATED POOL OF ENDOWMENTS BENEFITTING THE UNIVERSITY OF VERMONT, BASED ON DONOR RESTRICTIONS OR BOARD DESIGNATIONS. EACH ENDOWMENT SUPPORTS A PURPOSE AT UVM, SUCH AS SCHOLARSHIPS (17%), PROFESSORSHIPS (33%) OR OTHER ACADEMIC AND CAMPUS PROGRAMS (50%). THE BOARD-APPROVED SPENDING POLICY PROVIDES A STABLE AND UNIFORM FUNDING STREAM FOR THESE PURPOSES. THE BOARD MONITORS INVESTMENT PERFORMANCE AND INFLATION TO MAXIMIZE ANNUAL SPENDING DISTRIBUTIONS TO UVM WHILE PRESERVING PURCHASING POWER IN PERPETUITY IN ACCORDANCE WITH DONOR AGREEMENTS AND BOARD RESOLUTIONS. PART X, LINE 2: UVM FOUNDATION GENERALLY DOES NOT PROVIDE FOR INCOME TAXES BECAUSE IT IS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)3 OF THE INTERNAL REVENUE CODE. ASC 740, INCOME TAXES, PERMITS AN ENTITY TO RECOGNIZE THE BENEFIT AND REQUIRES ACCRUAL OF AN UNCERTAIN TAX POSITION ONLY WHEN THE POSITION IS MORE LIKELY THAN NOT TO BE SUSTAINED IN THE EVENT OF EXAMINATION BY TAX AUTHORITIES. IN EVALUATING WHETHER A TAX POSITION HAS MET THE RECOGNITION THRESHOLD, UVM FOUNDATION MUST PRESUME THAT THE POSITION WILL BE EXAMINED BY THE APPROPRIATE TAXING AUTHORITY THAT HAS FULL KNOWLEDGE OF ALL RELEVANT INFORMATION. ASC 740 ALSO PROVIDES GUIDANCE ON THE RECOGNITION, MEASUREMENT, AND CLASSIFICATION OF INCOME TAX UNCERTAINTIES, ALONG WITH ANY RELATED INTEREST OR PENALTIES. TAX POSITIONS DEEMED TO MEET THE MORE LIKELY THAN NOT THRESHOLD ARE RECORDED AS A TAX EXPENSE IN THE CURRENT YEAR. UVM FOUNDATION HAS ANALYZED ALL OPEN TAX YEARS, DEFINED BY THE STATUTES OF LIMITATIONS FOR ALL MAJOR JURISDICTIONS. OPEN TAX YEARS ARE THOSE THAT ARE OPEN FOR EXAM BY TAXING AUTHORITIES. MAJOR JURISDICTIONS FOR UVM FOUNDATION INCLUDE FEDERAL AND THE STATE OF VERMONT. AS OF JUNE 30, 2022, OPEN FEDERAL AND VERMONT TAX YEARS FOR UVM FOUNDATION INCLUDE TAX YEARS ENDED JUNE 30, 2019, 2020 AND 2021. UVM FOUNDATION HAS NO EXAMINATIONS IN PROGRESS. UVM FOUNDATION BELIEVES THAT IT HAS NO SIGNIFICANT UNCERTAIN TAX POSITIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: NET ASSET TRANSFER TO UVM -4,730,193. NET ASSET TRANSFER FROM UVM 75,817. INVESTMENT ACCOUNTING -33,000. INVESTMENT MANAGEMENT FEES -10,020. INVESTMENT INSURANCE -1,563. CHANGE IN ALLOWANCE FOR CONTRIBUTION RECEIVABLE 51,720. CHANGE IN DISCOUNT OF CONTRIBUTION RECEIVABLE -285,608. CHANGE IN VALUE OF DERIVATIVES 125,631. UNCOLLECTIBLE PLEDGES -201,965. PART XII, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT ACCOUNTING 33,000. INVESTMENT MANAGEMENT FEES 10,020. INVESTMENT INSURANCE 1,563. PART V, LINE 2 THE FOUNDATION HAS ADOPTED FASB ASU 2016-14, PRESENTATION OF THE FINANCIAL STATEMENTS OF NOT-FOR-PROFIT ENTITIES, AND THE JUNE 30, 2022 AUDITED FINANCIAL STATEMENTS CLASSIFY NET ASSETS AS EITHER NET ASSETS WITHOUT DONOR RESTRICTIONS OR NET ASSETS WITH DONOR RESTRICTIONS. FOR PURPOSES OF PART V, LINE 2, THE FOUNDATION HAS REPORTED ITS YEAR END ENDOWMENT BALANCE WITHOUT DONOR RESTRICTIONS AS QUASI-ENDOWMENT AND ITS YEAR END BALANCE WITH DONOR RESTRICTIONS AS PERMANENT ENDOWMENT AND TERM ENDOWMENT. X X X X X 1 SNAVELY ASSOCIATES LTD PO BOX 1139 STATE COLLEGE PA 16804 CAMPAIGN 0 0 91306 -91306 MELICHAR CONSULTING 233 POTEAT PLACE FRANKLIN TN 37064 CONSULTING 0 0 12000 -12000 103306 -103306 AK CA CO KY MA MD ME MI MN ND NH NJ NY OH OK OR SC UT WA WI SCHEDULE G, PART I, LINE 2B, COLUMN (III) AND (V): SNAVELY ASSOCIATES, LTD PROVIDES CAMPAIGN COMMUNICATION CONSULTING SERVICES TO AID IN THE PREPARATION OF ANNOUCING THE PUBLIC PHASE OF THE FOUNDATION'S FUNDRAISING CAMPAIGN. MELICHAR CONSULTING PROVIDES MARKETING AND COMMUNICATIONS CONSULTING SERVICES TO AID IN THE PREPARATION OF FUNDRAISING COMMUNICATIONS. 1 UNIVERSITY OF VERMONT & STATE AGRICULTURAL COLLEGE 85 SOUTH PROSPECT STREET BURLINGTON VT 05401 030179440 501(C)(3) 21475081 122808 FMV SEE PART IV SEE PART IV HILLEL AT THE UNIVERSITY OF VERMONT 439 COLLEGE STREET BURLINGTON VT 05401 810554021 501(C)(3) 380000 0 FMV SEE PART IV SEE PART IV 2 PART I, LINE 2: THE FOUNDATION OPERATES ON A REIMBURSABLE BASIS AND REQUIRES A REPORT OF EXPENSES ON A QUARTERLY BASIS FOR REVIEW BY THE CONTROLLER FOR APPROPRIATENESS PRIOR TO DISTRIBUTION OF FUNDS. SCHEDULE I, PART II, LINE 1(G), ROW 1 NONCASH ASSISTANCE INCLUDES CONTRIBUTIONS OF EQUIPMENT AND LIVESTOCK AND VARIOUS SMALL GIFTS OF APPAREL, ART, BOOKS, AND COLLECTIBLES. SCHEDULE I, PART II, LINE 1(H), ROW 1 PURPOSES OF THE GRANTS AND ASSISTANCE INCLUDE: UNIVERSITY EDUCATIONAL DEPARTMENT USE; SCHOLARSHIPS, FELLOWSHIPS, AND AWARDS; PROFESSORSHIPS, RESEARCH, AND FACULTY SUPPORT; CAPITAL CONSTRUCTION; AND, OTHER ACADEMIC AND STUDENT SUPPORT. SCHEDULE I, PART II, LINE 1(H), ROW 2 THE PURPOSE OF THE GRANTS AND ASSISTANCE IS TO PROVIDE PROGRAMMING AND SERVICES TO ENRICH THE LIVES OF THE UNIVERSITY COMMUNITY AT LARGE INCLUDING BUT NOT LIMITED TO JEWISH UNDERGRADUATE AND GRADUATE STUDENTS. X X X 1 1 X X 0 0 0 0 0 0 0 1 0 JAMES R KELLER END 63022 DIRECTOR/EX OFFICIO/FNDN PRES 336921 0 0 0 0 0 0 0 2469 0 339390 0 0 0 CHARLES FEENEY VP & CFO 219492 0 0 0 28814 0 22893 0 28919 0 300118 0 0 0 KATHLEEN KELLEHER VP FOR PRINCIPAL GIFTS 242906 0 0 0 0 0 27276 0 20738 0 290920 0 0 0 KATHY HOWRIGAN END 32822 VP FOR STRATEGIC ENGAGEMENT 209753 0 0 0 0 0 21919 0 28919 0 260591 0 0 0 KATHLEEN DESJARDINS VP & CHIEF INFORMATION OFFICER 177799 0 5000 0 1926 0 20766 0 20738 0 226229 0 0 0 MARY LAMBERT VP FOR DEVELOPMENT 177394 0 0 0 0 0 18271 0 20738 0 216403 0 0 0 MANON O'CONNOR ASSOCIATE VP MAJOR GIFTS, AHS 163806 0 0 0 0 0 16966 0 20738 0 201510 0 0 0 ANDREW FLEWELLING VP & CHIEF PEOPLE OFFICER 117622 0 5000 0 20900 0 14931 0 28919 0 187372 0 0 0 VIRGINIA LUBKOWITZ CHIEF DEVELOPMENT OFFICER, AHS 163417 0 0 0 0 0 18756 0 2071 0 184244 0 0 0 MARK METIVIER ASSISTANT VP & CONTROLLER 126297 0 5000 0 2757 0 15390 0 11128 0 160572 0 0 0 KURT REICHELT DIRECTOR OF MAJOR GIFTS, CALS 88130 0 7500 0 22073 0 12023 0 28919 0 158645 0 0 0 CHRISTOPHER BERNIER DIRECTOR OF PRINCIPAL GIFTS 108833 0 5000 0 1965 0 11552 0 28919 0 156269 0 0 0 ANNA MARIE GEWIRTZ DIRECTOR OF MAJOR GIFTS, GSB 117187 0 500 0 4150 0 12382 0 20958 0 155177 0 0 0 ALAN RYEA EXEC DIR OF LEADERSHIP ENGAGEM 119318 0 0 0 0 0 12367 0 20894 0 152579 0 0 0 SHANE JACOBSON END 11821 FORMR DIR/EX OFFICIO/FNDN PRES 15693 0 0 0 27909 0 1651 0 2146 0 47399 0 0 0 PART I, LINE 1A THE FOUNDATION PAYS FOR ONE OFFICER'S MEMBERSHIP TO A GOLF CLUB FOR BONAFIDE BUSINESS REASONS. THE EXPENSE IS A TAXABLE BENEFIT TO THE OFFICER. THE FOUNDATION HAS A POLICY THAT ALLOWS A SPOUSE OR PARTNER TO ACCOMPANY ON A FOUNDATION TRIP FOR BONAFIDE BUSINESS REASONS WITH PRIOR APPROVAL FROM A SUPERVISOR. ONE DIRECTOR HAD HIS SPOUSE ACCOMPANY HIM FOR BONAFIDE BUSINESS REASONS. THREE OFFICERS, ONE KEY EMPLOYEE, AND THREE HIGHEST COMPENSATED EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A, LINE 1A EACH RECEIVED A ONE-TIME PAYMENT WHICH WAS GROSSED UP FOR RELATED TAX AMOUNTS AND INCLUDED IN THEIR TAXABLE INCOME. PART I, LINE 7 TWO OFFICERS, ONE KEY EMPLOYEE, AND THREE HIGHEST COMPENSATED EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A, LINE A RECEIVED A ONE-TIME BONUS PAYMENT WHICH WAS GROSSED UP FOR RELATED TAX AMOUNTS AND INCLUDED IN THEIR TAXABLE INCOME. X 6 62500 FMV X 131 9841897 FMV X 2 600000 FMV X EQUIPMENT 3 37105 FMV X LIVESTOCK 2 19150 FMV X MISC 9 16720 FMV 1 0 1 0 PART I, COLUMN (B): PART I, COLUMN B IS REPORTING THE NUMBER OF CONTRIBUTIONS. SCHEDULE M, PART I, LINE 32A THE UVM FOUNDATION USES SERVICES OF A REALTOR TO SELL PIECES OF DONATED REAL ESTATE. FORM 990, PART VI, SECTION A, LINE 4 THE CHARTER OF THE AUDIT COMMITTEE WAS AMENDED ON APRIL 8, 2022 TO ADD REVIEW OF ENTERPRISE RISK MANAGEMENT, OVERSIGHT OF STEWARDSHIP OF GIFTS, AND PERIODIC REVIEW OF THE FOUNDATION PRESIDENT AND UVM PRESIDENT'S TRAVEL AND ENTERTAINMENT EXPENDITURES. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 HAS BEEN REVIEWED BY THE OFFICERS OF THE FOUNDATION AND A COMPLETE COPY OF THE FEDERAL 990 HAS BEEN PROVIDED TO EACH MEMBER OF THE BOARD OF DIRECTORS BEFORE FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C THE BOARD OF DIRECTORS APPROVED A CONFLICT OF INTEREST POLICY AND THE OVERVIEW ADDRESSES THE QUESTIONS IN PART VI: THE GOALS OF THE POLICY ARE TO IDENTIFY WHEN AND HOW CONFLICTS MAY ARISE, PROMOTE A PROCESS FOR EACH DIRECTOR TO DISCLOSE CONFLICTS, AND ELABORATE HOW THE BOARD CAN MANAGE CONFLICTS OF INTEREST. THERE IS NOTHING INHERENTLY WRONG WITH A CONFLICT SO LONG AS THE CONFLICT IS DISCLOSED AND MANAGED APPROPRIATELY. - A CONFLICT EXISTS WHEN THERE IS A APPARENT OR ACTUAL DIVERGENCE BETWEEN A DIRECTOR'S PRIVATE INTERESTS AND HIS/HER FIDUCIARY DUTY. THIS INCLUDES TIMES WHEN RELEVANT MATERIAL FACTS AFFECT A DIRECTOR, A MEMBER OF HIS/HER FAMILY, OR AN AFFILIATE. - IT IS NOT A CONFLICT TO SERVE IN LEADERSHIP CAPACITIES FOR OTHER NONPROFIT ORGANIZATIONS, UNIVERSITY/COLLEGE FOUNDATIONS, OR INSTITUTIONS OF HIGHER EDUCATION. - IT IS NOT POSSIBLE FOR OUR POLICY TO INCLUDE AN ALL-INCLUSIVE LIST OF SITUATIONS GIVING RISE TO A CONFLICT OF INTEREST. THE POLICY DOES GIVE EXAMPLES OF SITUATIONS PRESENTING POTENTIAL, ACTUAL OR APPARENT CONFLICTS: (I) COMMERCIAL TRANSACTIONS BETWEEN DIRECTOR AND THE FOUNDATION (II) CONFIDENTIAL, PROPRIETARY OR PRIVILEGED INFORMATION NOT TO BE SHARED WITH THE PUBLIC (III) DIVERTING BUSINESS OPPORTUNITIES AWAY FROM THE FOUNDATION FOR PRIVATE GAIN (IV) DIRECTORS CANNOT HIRE, SUPERVISE OR EVALUATE IMMEDIATE FAMILY MEMBERS OR AFFILIATES (V) DIRECTORS SHALL NOT ACCEPT COMPENSATION, GIFTS OR OTHER ITEMS IN EXCHANGE FOR INFLUENCING FOUNDATION OPERATIONS AND ACTIVITIES (VI) DIRECTORS CAN ACCEPT FROM THE FOUNDATION MODEST VALUE GIFTS OR OTHER ITEMS IN CONNECTION WITH BUSINESS AND SERVICE ON THE BOARD OF DIRECTORS (VII) DIRECTORS CAN EMPLOY FOUNDATION ADMINISTRATION FOR PRIVATE CONSULTING WITH PRIOR APPROVAL - UVM TRUSTEES AND EMPLOYEES WHO SERVE AS DIRECTORS ARE SUBJECT TO THE POLICY. THEY ARE NOT AUTOMATICALLY DISQUALIFIED FROM PARTICIPATING IN FOUNDATION BOARD DISCUSSIONS AND BUSINESS. RARE OCCASIONS MAY EXIST WHEN THEY WILL BE DISQUALIFIED FROM VOTING ON SPECIFIC MATTERS. -PROTOCOL (I) DIRECTORS ANNUALLY FILE CONFLICTS DISCLOSURE FORM BY MAY 30 (II) PRIOR TO COMMITTEE OR FULL BOARD MEETINGS, CONFLICTS MUST BE DISCLOSED AND MANAGED. THEY WILL BE EVALUATED BY PRESIDENT & CEO, COMMITTEE/BOARD CHAIR, AND THE AUDIT COMMITTEE. (III) DEPENDING UPON THE CONFLICT, DIRECTOR MAY OR MAY NOT BE ABLE PARTICIPATE IN THE DISCUSSION AND/OR VOTE ON AGENDA ITEM RELATED TO THE CONFLICT. (IV) IF NECESSARY, WE CAN REQUEST THE OPINION OF FOUNDATION LEGAL COUNSEL. FORM 990, PART VI, SECTION B, LINE 15 THE EXECUTIVE COMMITTEE SHALL ALSO SERVE AS THE COMPENSATION COMMITTEE, CHARGED WITH PERIODICALLY AND NO LESS THAN ONCE ANNUALLY REVIEWING AND APPROVING, FOLLOWING RECOMMENDATIONS FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE COMPENSATION AND BENEFITS THE FOUNDATION WILL PROVIDE TO ITS CORPORATE OFFICERS (WITH THE PRESIDENT AND CHIEF EXECUTIVE OFFICER RECUSING HIM OR HERSELF WITH RESPECT TO ANY DELIBERATIONS OR DECISIONS REGARDING HIS OR HER COMPENSATION). THE BOARD OF DIRECTORS HAS DELEGATED THE HIRING DECISION FOR ALL NON-OFFICERS TO THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. FORM 990, PART VI, SECTION C, LINE 19 THE UVM FOUNDATION MAINTAINS A DOCUMENT LIBRARY ON ITS WEBSITE FOR THE PUBLIC TO VIEW GOVERNANCE & POLICIES, GIVING FORMS, FINANCIAL REPORTS, MEETING AGENDAS, AND MEETING MINUTES. WWW.UVMFOUNDATION.ORG FORM 990, PART XI, LINE 9: NET ASSET TRANSFER FROM UVM 75,817. NET ASSET TRANSFER TO UVM -4,730,193. UNCOLLECTIBLE PLEDGES -201,965. CHANGE IN ALLOWANCE FOR CONTRIBUTION RECEIVABLE 51,720. CHANGE IN DISCOUNT OF CONTRIBUTION RECEIVABLE -285,608. CHANGE IN VALUE OF DERIVATIVES 125,631. UVMF HOLDINGS LLC 411 MAIN STREET BURLINGTON VT 05401 300877053 INVEST HOLD VT 1290452 43161430 FOUNDATION UVM FOUNDATION RETIREE HEALTH PLAN TRUST 411 MAIN STREET BURLINGTON VT 05401 320443476 HEALTH BENEFIT VT 501(C)(9) UVM FOUNDATION 1 FEUSRA REIT HOLDINGS LLC 1370 AVENUE OF THE AMERICAS NEW YORK NY 10019 844382223 INVESTMENT DE UVM FOUNDATION 274614 1506395 0 0 0.99800 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 0 0 UVM FOUNDATION RETIREE HEALTH PLAN TRUST P 57145 CASH FEUSRA REIT HOLDINGS LLC F 143994 CASH PART V THE FOUNDATION USUALLY MAKES A TRANSFER OF CASH FOR EMPLOYER AND EMPLOYEE CONTRIBUTIONS TO THE UVM FOUNDATION RETIREE HEALTH PLAN TRUST TWICE A MONTH FOR COVERED EMPLOYEES FOR HEALTH BENEFITS IN RETIREMENT.