2019-05-13T13:08:38-05:00 2018-06-30 ERNST & YOUNG US LLP 200 CLARENDON STREET BOSTON MA 02116 990 2017-07-01 562462804 University of Virginia Investment Management Company % ALLISON GILLAM UNIV 4342184540 701 E WATER STREET 4TH FLOOR CHARLOTTESVILLE VA 22902 ALLISON GILLAM CFO 4342184540 2019-05-08 true BARBARA E HUNT SNR MNGR P00916443 6172662000 2019-04-29 172.248.30.141 04750420191335000007 2019-05-13 P 9DD828E3FEFAFAA96267439EC7D475D2A602590E 3DBAB0EB33778539E101A99DBA01C098976B94C3 2017 2019-02-21 02:37:17Z X ROBERT DURDEN 701 E WATER STREET 4TH FL CHARLOTTESVILLE VA 22902 2514881257 false X HTTP://WWW.UVIMCO.ORG X 2004 VA UVIMCO IS ORGANIZED TO INVEST FUNDS ON BEHALF OF THE RECTOR AND THE VISITORS OF THE UNIVERSITY OF VIRGINIA AND UNIVERSITY-RELATED FOUNDATIONS. 12 11 51 11 -22759953 -23132057 0 0 0 0 389508188 625080584 0 0 389508188 625080584 0 0 0 0 14205285 10925704 0 0 0 5180580 5461356 19385865 16387060 370122323 608693524 8665220536 9542071609 8647183110 9525947793 18037426 16123816 THE UNIVERSITY OF VIRGINIA INVESTMENT MANAGEMENT COMPANY (UVIMCO) IS ORGANIZED TO INVEST FUNDS ON BEHALF OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA (THE UNIVERSITY) AND UNIVERSITY RELATED FOUNDATIONS (THE FOUNDATIONS). false false 10483325 0 0 UVIMCO PROVIDED HIGH-QUALITY INVESTMENT MANAGEMENT ON BEHALF OF THE UNIVERSITY OF VIRGINIA (THE "UNIVERSITY") AND AFFILIATED EXEMPT ORGANIZATIONS DESIGNATED BY THE UNIVERSITY. THE ORGANIZATION IMPROVED THE MANAGEMENT OF THE ENDOWMENT OF THE UNIVERSITY AND THEREBY ENHANCED THE EDUCATIONAL BENEFITS PROVIDED TO THE STUDENTS. 10483325 true false false false false false false false false false true true false false true true true false false false true false false false false false false false false true false false false false false false false false false false false false true true true true true false true 29 0 true 51 true true true false false false false false false false false false X 12 11 false false false false false true false true true false false true true true true true true true true false X ALLISON GILLAM 4342184540 701 E WATER STREET 4TH FLOOR CHARLOTTESVILLE VA 22902 X DAVID B MACFARLANE CHAIR - BOD 2.0 0.0 X 0 0 0 PATRICK D HOGAN DIRECTOR AND SECRETARY 5.0 55.0 X X 0 527152 203170 DAVID C BURKE DIRECTOR (END 9/17) 2.0 0.0 X 0 0 0 JOHN B HARRIS JR DIRECTOR 2.0 0.0 X 0 0 0 MEREDITH B JENKINS DIRECTOR 2.0 0.0 X 0 0 0 ANTON J LEVY DIRECTOR 2.0 0.0 X 0 0 0 JOHN G MACFARLANE III DIRECTOR 2.0 0.0 X 0 0 0 OWEN D THOMAS DIRECTOR 2.0 0.0 X 0 0 0 MERYL B WITMER DIRECTOR 2.0 0.0 X 0 0 0 MITCHELL R COHEN DIRECTOR 2.0 0.0 X 0 0 0 TIMOTHY P O'HARA DIRECTOR 2.0 0.0 X 0 0 0 HENRY H MCVEY DIRECTOR (BEG 7/17) 2.0 0.0 X 0 0 0 THOMAS J BALTIMORE DIRECTOR (BEG 4/18) 2.0 0.0 X 0 0 0 LAWRENCE E KOCHARD CEO/CIO (END 12/17) 50.0 0.0 X 2415859 0 870329 ROBERT W DURDEN CEO/CIO (BEG 4/18) 50.0 0.0 X 0 0 0 KRISTINA M ALIMARD CHIEF OPERATING OFFICER 50.0 0.0 X 671861 0 298803 JOHN M WINN GENERAL COUNSEL AND CHIEF COMP 50.0 0.0 X 394499 0 135973 ROBERT W FREER MANAGING DIRECTOR (END 3/17) 50.0 0.0 X 515894 619845 13606 E SARGENT MCGOWAN MANAGING DIRECTOR 50.0 0.0 X 1019946 0 345424 JASON M LOVE MANAGING DIRECTOR 50.0 0.0 X 861638 0 326231 MELANIE E DAVIS MANAGING DIRECTOR 50.0 0.0 X 669007 0 226231 LINDSAY R LARSEN MANAGING DIRECTOR 50.0 0.0 X 674574 0 193121 JONATHAN E EARNHARDT MANAGING DIRECTOR 50.0 0.0 X 471970 0 167496 CAITLIN C FITZMAURICE DIRECTOR 50.0 0.0 X 312501 0 30932 SHARON F HERBERT DIRECTOR CORPORATE OPERATIONS 50.0 0.0 X 256247 0 31979 ALLISON P GILLAM DIRECTOR INVESTMENT OPERATIONS 50.0 0.0 X 189535 0 45168 JEFFREY M BARNES OPERATIONAL DUE DILIGENCE ASSO 50.0 0.0 X 189331 0 40430 ROBERT S HAMEL INVESTMENT ASSOCIATE 50.0 0.0 X 179683 0 22601 8822545 1146997 2951494 21 false true false Dynamo Internacional Gesto de Recu AV ATAULFO DE PAIVA 1235 6 ANDAR RIO DE JANEIRO RJ BR 22440-034 INVESTMENT MANAGER 1104263 Shapiro Capital Management LLC 3060 PEACHTREE RD NW 1555 ATLANTA GA 30305 INVESTMENT MANAGER 1255634 Standish Mellon Asset Management One Boston Place 201 Washington St BOSTON MA 02108 INVESTMENT MANAGER 378828 The Bank of New York Mellon ONE WALL STREET NEW YORK NY 10286 CUSTODIAN 249443 UVA Foundation 1 BOARS HEAD POINTE CHARLOTTESVILLE VA 22903 CONSTRUCTION MNGMT 200800 13 0 0 0 0 21165705 -42633731 63799436 0 0 0 0 0 2493715552 1889800673 603914879 603914879 19873778 584041101 0 0 0 0 0 0 0 0 0 0 625080584 -22759953 647840537 0 0 0 0 5415075 4369521 1045554 0 0 3812776 1926926 1885850 548520 349795 198725 744490 309535 434955 404843 270961 133882 0 194719 98556 96163 384646 384646 0 0 0 1073836 1006231 67605 0 20862 0 20862 128010 40280 87730 839450 470092 369358 0 485459 271857 213602 668002 625141 42861 0 39210 36358 2852 0 0 136668 76534 60134 175607 104495 71112 DATA SERVICES 448362 448362 MISCELLANEOUS 317808 78681 239127 RECRUITING 505072 505072 TRAINING 43645 43645 16387060 10483325 5903735 0 0 1134726 1528912 37680998 45255702 0 0 4234122 3079250 0 0 0 0 0 0 0 0 439267 387790 3155558 2743536 325419 412022 1053601956 1062121664 7567804048 8429286269 0 0 0 0 0 0 8665220536 9542071609 10678235 8256735 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8636504875 9517691058 8647183110 9525947793 X 18037426 16123816 0 0 0 0 18037426 16123816 8665220536 9542071609 X 608693524 352189648 0 0 0 -962796782 X false true X true false X X 1 THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA 546001796 2 true 295201268 0 1 295201268 true false false false false true false false false false false false false false false true true true X SCHEDULE A, PART I, LINE 12G OTHER SUPPORT THE EXPENSES INCURRED BY UVIMCO THAT ARE REPORTED ON FORM 990, PART IX WERE EXPENDED TO INVEST FUNDS ON BEHALF OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA, ITS SUPPORTED ORGANIZATION. UVIMCO RECEIVES, MANAGES, INVESTS, DISBURSES, AND HOLDS TITLE TO THE UNIVERSITY'S ENDOWMENT AND CERTAIN OTHER FUNDS IN DIRECT FURTHERANCE OF THE UNIVERSITY'S EXEMPT PURPOSE. THESE ARE ACTIVITIES THAT THE UNIVERSITY WOULD NORMALLY BE ENGAGED IN BUT FOR UVIMCO'S INVOLVEMENT. THE DOLLAR AMOUNT SHOWN ON SCHEDULE A, PART I, LINE 12(G)(V) IS THE AGGREGATE AMOUNT OF CASH DISTRIBUTIONS MADE BY UVIMCO TO THE UNIVERSITY DURING THE REPORTING YEAR. THESE DISTRIBUTIONS CONSISTED OF FUNDS DEPOSITED WITH UVIMCO BY THE UNIVERSITY WHICH WERE THEN HELD AND INVESTED BY UVIMCO FOR THE UNIVERSITY'S BENEFIT. SCHEDULE A, PART IV, SECTION A, LINE 6 UVIMCO PROVIDES SUPPORT TO ITS SUPPORTED ORGANIZATION, THE UNIVERSITY OF VIRGINIA, AND TO THE UNIVERSITY'S RELATED FOUNDATIONS, ALL OF WHICH ARE 501(C)(3) PUBLIC CHARITIES AND ARE OPERATED, SUPERVISED, OR CONTROLLED DIRECTLY BY OR IN CONNECTION WITH THE UNIVERSITY. THIS IS A PERMISSIBLE ACTIVITY UNDER SECTION 1.509(A)-4(E)(1) OF THE REGULATIONS. SCHEDULE A, PART IV, SECTION D, LINE 3 THE UVIMCO ARTICLES OF INCORPORATION STIPULATE THAT THE BOARD INCLUDES THREE DIRECTORS APPOINTED BY THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA AND ONE DIRECTOR APPOINTED BY THE PRESIDENT OF THE UNIVERSITY. THE BOARD IS RESPONSIBLE FOR ESTABLISHING UVIMCO'S INVESTMENT POLICY STATEMENT. THE BOARD MONITORS THE DEVELOPMENT, ANALYSIS, ADOPTION, AND EXECUTION OF INVESTMENT DECISIONS AND ACTIONS BY UVIMCO'S STAFF TO ENSURE COMPLIANCE WITH THE INVESTMENT POLICY STATEMENT. THE BOARD REVIEWS THE INVESTMENT POLICY STATEMENT (INCLUDING THE LIQUIDITY AND INVESTMENT MANAGER DIVERSIFICATION POLICIES CONTAINED THEREIN) ANNUALLY. IN PREPARATION FOR THAT REVIEW, UVIMCO STAFF PROVIDES AN ANALYSIS OF ANY CHANGES IN THE RISK TOLERANCE AND SPENDING PLANS OF THE UNIVERSITY THAT HAVE BEEN REPORTED TO IT AND ON ECONOMIC AND INVESTMENT CONDITIONS. UVIMCO STAFF COMPILES A MONTHLY BOARD REPORT THAT INCLUDES, IN PART, COMMENTARY AND STATISTICS ON THE PERFORMANCE OF THE LONG-TERM POOL, A QUARTERLY COMMENTARY ON THE STATE OF THE MARKET ENVIRONMENT, SUMMARIES OF INVESTMENT ACTIVITY, SHORT-TERM LIQUIDITY AND COMMITMENTS, AND COMPARISONS OF THE LONG-TERM POOL TO POLICY PORTFOLIO RANGES. WHILE THE BOARD HAS DELEGATED MANAGER SELECTION AND RETENTION DECISIONS TO UVIMCO'S CEO/CIO, THE BOARD MONITORS THE CEO/CIO'S DECISION-MAKING PROCESS AND REVIEWS DOCUMENTATION OF DUE DILIGENCE ACTIVITIES IN ANALYZING AND MONITORING INVESTMENT MANAGERS. SCHEDULE A, PART IV, SECTION E, LINE 1C UVIMCO IS OPERATED SOLELY TO PROVIDE INVESTMENT MANAGEMENT ON BEHALF OF THE UNIVERSITY OF VIRGINIA (A VIRGINIA STATE-SUPPORTED EDUCATIONAL INSTITUTION) AND THE UNIVERSITY'S RELATED FOUNDATIONS, WHICH ALSO SUPPORT THE UNIVERSITY AND ALL OF WHICH ARE 501(C)(3) PUBLIC CHARITIES AND ARE OPERATED, SUPERVISED, OR CONTROLLED DIRECTLY BY OR IN CONNECTION WITH THE UNIVERSITY. THE UNIVERSITY OF VIRGINIA WOULD NEED TO CARRY OUT INVESTMENT MANAGEMENT ACTIVITIES IN THE ABSENCE OF UVIMCO. 1776947 1566502 210445 427498 371591 55907 951113 805443 145670 412022 LONG/SHORT EQUITY 1875377916 F BUYOUT 496147667 F REAL ESTATE 426578020 F RESOURCES 622038443 F VENTURE CAPITAL 494741591 F PUBLIC EQUITY 2481044720 F MARKETABLE ALTERNATIVES/CREDIT 1243600586 F GROWTH EQUITY 688315215 F FIXED INCOME 101442111 F 8429286269 0 AMOUNTS HELD FOR OTHERS - LTP 9482671202 AMOUNTS HELD FOR OTHERS - STP 35019856 9517691058 X 977270232 352189648 352189648 625080584 0 0 625080584 979183842 962796782 962796782 16387060 0 0 16387060 SCHEDULE D, PART X, LINE 2 FIN 48 (ASC 740) FOOTNOTE PER AUDITED FINANCIAL STATEMENTS U.S. GAAP REQUIRES MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN AND RECOGNIZE A TAX LIABILITY (OR ASSET) IF AN UNCERTAIN POSITION TAKEN, MORE LIKELY THAN NOT, WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE INTERNAL REVENUE SERVICE. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE COMPANY, AND HAS CONCLUDED THAT AS OF JUNE 30, 2018, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY (OR ASSET) OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE COMPANY IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. THE MAJOR TAX JURISDICTIONS FOR THE COMPANY ARE THE UNITED STATES AND COMMONWEALTH OF VIRGINIA AND THE TAX YEARS SUBJECT TO EXAMINATION ARE 2015 TO 2018. SCHEDULE D, PART XII, LINE 2D RECONCILIATION OF EXPENSES PER AUDITED FINANCIAL STATEMENTS WITH EXPENSES PER RETURN: ALLOCATION OF NET GAIN ON INVESTMENTS HELD FOR OTHERS REFLECTED AS CHANGE IN NET ASSETS $962,796,782 THE LONG TERM POOL HAD A RETURN OF 11.4% FOR THIS REPORTING YEAR VERSUS A RETURN OF 12.4% FOR THE PRIOR REPORTING YEAR. East Asia and the Pacific 0 Program Services TRAVEL 191414 Europe (Including Iceland and Greenland) 0 Program Services TRAVEL 96645 Middle East and North Africa 0 Program Services TRAVEL 15131 Central America and the Caribbean 0 Investments 2880497093 Europe (Including Iceland and Greenland) 0 Investments 257457712 Sub-Saharan Africa 0 Investments 300829593 0 0 3439087588 3439087588 true false true true true false SCHEDULE F, PART I, INVESTMENTS THE INVESTMENTS DISCLOSURES IN SCHEDULE F, PART I, INDICATE WHERE EXTERNAL INVESTMENT FUNDS ARE INCORPORATED OR OTHERWISE DOMICILED. ACTUAL UNDERLYING INVESTMENTS ARE TYPICALLY MADE IN OTHER REGIONS OF THE WORLD. X X false true X X X X false true false false false false false true false PATRICK D HOGAN DIRECTOR AND SECRETARY 504312 0 22840 0 180256 0 22913 0 730321 LAWRENCE E KOCHARD CEO/CIO (END 12/17) 642506 0 1773353 0 0 0 0 2415859 0 1255336 KRISTINA M ALIMARD CHIEF OPERATING OFFICER 420462 250000 1399 0 0 0 0 671861 0 JOHN M WINN GENERAL COUNSEL AND CHIEF COMP 293373 100000 1126 0 0 0 0 394499 0 ROBERT W FREER MANAGING DIRECTOR (END 3/17) 79848 100000 336046 619845 0 0 0 0 515894 619845 E SARGENT MCGOWAN MANAGING DIRECTOR 297918 250000 472028 0 0 0 0 1019946 0 309329 JASON M LOVE MANAGING DIRECTOR 293506 250000 318132 0 0 0 0 861638 0 206219 MELANIE E DAVIS MANAGING DIRECTOR 293506 170000 205501 0 0 0 0 669007 0 103991 LINDSAY R LARSEN MANAGING DIRECTOR 298049 210000 166525 0 0 0 0 674574 0 77993 JONATHAN E EARNHARDT MANAGING DIRECTOR 262435 150000 59535 0 0 0 0 471970 0 CAITLIN C FITZMAURICE DIRECTOR 201588 110000 913 0 0 0 0 312501 0 SHARON F HERBERT DIRECTOR CORPORATE OPERATIONS 202816 50000 3431 0 0 0 0 256247 0 ALLISON P GILLAM DIRECTOR INVESTMENT OPERATIONS 138906 50000 629 0 0 0 0 189535 0 JEFFREY M BARNES OPERATIONAL DUE DILIGENCE ASSO 158594 30000 737 0 0 0 0 189331 0 ROBERT S HAMEL INVESTMENT ASSOCIATE 129169 50000 514 0 0 0 0 179683 0 SCHEDULE J, PART I, LINE 1A UVIMCO PAID EXPENSES OF A CHARTER FLIGHT IN DECEMBER 2017 TO TRANSPORT A BOARD MEMBER TO NEW YORK TO INTERVIEW CEO CANDIDATES. THIS WAS A WORK- RELATED EXPENSE AND WAS NOT INCLUDED IN TAXABLE COMPENSATION FOR THE LISTED INDIVIDUAL. UVIMCO SUBSIDIZES EMPLOYEE MEMBERSHIP TO THE INTRAMURAL-RECREATIONAL SPORTS FACILITIES AT THE UNIVERSITY OF VIRGINIA. THE AMOUNT OF THE SUBSIDY IS $50 PER YEAR AND THE AMOUNT OF THE SUBSIDY IS INCLUDED IN THE EMPLOYEE'S TAXABLE INCOME. IN 2017 UVIMCO PAID THIS $50 SUBSIDY FOR ONE REPORTED HIGHEST COMPENSATED EMPLOYEE. SCHEDULE J, PART 1, LINE 1B UVIMCO DOES NOT HAVE A WRITTEN POLICY SPECIFIC TO CHARTER FLIGHTS. IN THIS INSTANCE UVIMCO'S SUPPORTED ORGANIZATION, THE UNIVERSITY OF VIRGINIA, DEEMED THE TRIP TO BE APPROPRIATE. SCHEDULE J, PART I, LINE 4B UVIMCO MADE PAYMENTS FROM THE UVIMCO INCENTIVE COMPENSATION PLAN, A NONQUALIFIED INCENTIVE PLAN UNDER IRC SECTION 457(F). 2017 COMPENSATION REPORTED IN PART II RELATED TO THE UVIMCO INCENTIVE COMPENSATION PLAN IS DETAILED BELOW: Participant Part II, Part II, Part II, Col B(iii) Col C Col F Other Reportable Deferred (Reported on Compensation Comp. prior Form 990) Lawrence E. Kochard $1,705,731 $818,488 $1,225,336 Robert W. Freer 334,428 - - E. Sargent McGowan 470,638 253,351 309,329 Jason M. Love 317,005 175,390 206,219 Melanie E. Davis 204,371 175,390 103,991 Lindsay R. Larsen 165,459 155,902 77,993 JONATHAN E. EARNHARDT 58,463 116,927 - SCHEDULE J, PART II, COLUMN B(III) INCLUDES TAXABLE FRINGE BENEFITS IN ADDITION TO THE IRC SECTION 457(F) AMOUNTS SHOWN ABOVE. CALCULATION OF LONG TERM INCENTIVE COMPENSATION IS BASED ON UVIMCO'S NET THREE-YEAR PERFORMANCE, VERSUS POLICY PORTFOLIO, AND GROSS THREE-YEAR PERFORMANCE, IN COMPARISON WITH THE PERFORMANCE OF PEERS MANAGING ASSETS. IN 2017 LAWRENCE KOCHARD VOLUNTARILY TERMINATED HIS EMPLOYMENT WITH UVIMCO RESULTING IN A FORFEITURE OF INCENTIVE COMPENSATION OF $3,094,689. IN 2017 UVIMCO DEFERRED CERTAIN DISCRETIONARY CASH BONUSES UNDER TERMS OF A DEFERRED COMPENSATION AGREEMENT UNDER IRC SECTION 457(F). AMOUNTS DEFERRED UNDER THE AGREEMENT ARE REPORTED IN COLUMN C, RETIREMENT AND OTHER DEFERRED COMPENSATION, AS DETAILED BELOW: KRISTINA M. ALIMARD $250,000 JOHN M. WINN $ 85,000 E. SARGENT MCGOWAN $ 50,000 JASON M. LOVE $100,000 PATRICK D. HOGAN IS EMPLOYED BY THE UNIVERSITY OF VIRGINIA. HE PARTICIPATED IN A SUPPLEMENTAL, NONQUALIFIED RETIREMENT PLAN UNDER IRC SECTION 415(M), WHICH IS SPONSORED BY THE UNIVERSITY OF VIRGINIA. AMOUNTS DEFERRED UNDER THE AGREEMENT ARE REPORTED IN COLUMN C, RETIREMENT AND OTHER DEFERRED COMPENSATION. ROBERT W. FREER IS EMPLOYED BY THE UNIVERSITY OF VIRGINIA (UVA). IN 2001 UVA BEGAN FUNDING A DEFERRED COMPENSATION PLAN TO BENEFIT ROBERT FREER. AS UVA IS NOT REQUIRED TO FILE A FORM 990 THE DEFERRED AMOUNTS WERE NOT PREVIOUSLY REPORTED. IN 2017 ROBERT FREER WAS PAID $619,845 BY UVA. $216,577 OF THAT TOTAL WOULD HAVE BEEN REPORTED AS DEFERRED COMPENSATION BY UVA IF IT HAD BEEN REQUIRED TO FILE A FORM 990. SCHEDULE J, PART I, LINE 7 CURRENT UVIMCO EMPLOYEES LISTED IN FORM 990, PART VII, SECTION A, LINE 1A, WERE ELIGIBLE FOR NON-FIXED PAYMENTS IN THE FORM OF DISCRETIONARY CASH BONUSES BASED ON INDIVIDUAL PERFORMANCE DURING FISCAL YEAR 2017, WHICH ARE INCLUDED IN SCHEDULE J, PART II, COLUMN B (II). FORM 990, PART VI, LINE 1A SECTION A: GOVERNING BODY AND MANAGEMENT THE EXECUTIVE COMMITTEE IS ELECTED BY THE BOARD AND INCLUDES AT LEAST THREE BOARD MEMBERS. THE EXECUTIVE COMMITTEE MUST INCLUDE: (I) EITHER A UVA BOARD OF VISITORS' DESIGNEE OR THE UVA PRESIDENT'S BOARD DESIGNEE; (II) AT LEAST ONE DIRECTOR DESIGNATED A UNIVERSITY REPRESENTATIVE IN ACCORDANCE WITH THE UNIVERSITY'S POLICY ON UNIVERSITY RELATED FOUNDATIONS; AND (III) THE CHAIR OF THE AUDIT COMMITTEE. IN ADDITION TO ANY DUTY OR MATTER THAT MAY BE ASSIGNED TO IT BY THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE IS EMPOWERED TO ACT ON BEHALF OF THE BOARD OF DIRECTORS AND IS AUTHORIZED TO TAKE SUCH ACTIONS AS IT MAY APPROVE OR DIRECT ON BEHALF OF THE BOARD OF DIRECTORS, OTHER THAN CERTAIN FUNDAMENTAL ACTIONS SPECIFIED IN THE BYLAWS WHICH REQUIRE APPROVAL OF THE FULL BOARD. FORM 990, PART VI, LINE 7A SECTION A: GOVERNING BODY AND MANAGEMENT THREE BOARD MEMBERS ARE APPOINTED BY THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA UPON THE RECOMMENDATION OF THE RECTOR, AND ONE IS APPOINTED BY THE UNIVERSITY OF VIRGINIA PRESIDENT. FORM 990, PART VI, LINE 11A SECTION B: POLICIES A DRAFT OF FORM 990 IS REVIEWED BY MEMBERS OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. THE FINAL FORM 990, INCLUDING SCHEDULES, IS MADE AVAILABLE TO ALL BOARD MEMBERS PRIOR TO FILING. FORM 990, PART VI, LINE 12C SECTION B: POLICIES CONFLICT OF INTEREST POLICY: ALL DIRECTORS AND STAFF OF UVIMCO, AND CERTAIN OTHER AFFILIATED PERSONS, ARE SUBJECT TO UVIMCO'S CODE OF CONDUCT (THE "CODE"). THE CODE COMPRISES A PART OF UVIMCO'S BROADER COMPLIANCE POLICIES AND PROCEDURES MANUAL. AMONG OTHER THINGS, THE CODE PLACES CERTAIN RESTRICTIONS ON PERSONAL TRADING, RECEIPT OF GIFTS, POLITICAL CONTRIBUTIONS, OUTSIDE ACTIVITIES, RELATED-PARTY TRANSACTIONS, AND OTHER CONFLICTS OF INTEREST. THE CODE ALSO CONTAINS CERTAIN PROVISIONS REQUIRING INTERESTED STAFF AND DIRECTORS TO RECUSE THEMSELVES FROM INFLUENCING OR PARTICIPATING IN TRANSACTIONS IN WHICH THEY HAVE A CONFLICT OF INTEREST. UVIMCO'S CHIEF COMPLIANCE OFFICER (CCO) ADMINISTERS UVIMCO'S COMPLIANCE PROGRAM, INCLUDING THE CODE. THE CODE CONTAINS PROVISIONS REGARDING DISCLOSURE AND REMEDIATION OF ANY COMPLIANCE VIOLATIONS. THE CCO IS ASSISTED IN ADMINISTERING THE COMPLIANCE PROGRAM BY MEMBERS OF UVIMCO'S OPERATIONS TEAM AS WELL AS AN EXTERNAL COMPLIANCE CONSULTING FIRM. AMONG OTHER THINGS, UVIMCO'S COMPLIANCE CONSULTANT REVIEWS EMPLOYEE BROKERAGE STATEMENTS AND PERFORMS AN ANNUAL REVIEW OF UVIMCO'S COMPLIANCE PROGRAM. THE CCO REPORTS ON THE FINDINGS OF THIS REVIEW TO UVIMCO'S AUDIT COMMITTEE. THE CCO ALSO REPORTS ON CONFLICTS OF INTEREST AND OTHER COMPLIANCE MATTERS WHICH ARISE DURING THE COURSE OF THE YEAR TO THE AUDIT COMMITTEE. ALL DIRECTORS AND STAFF MUST SUBMIT AN ANNUAL CERTIFICATION THAT THEY HAVE COMPLIED WITH THE CODE, OR NOTE EXCEPTIONS. ANY SUCH EXCEPTIONS ARE INVESTIGATED BY THE CCO. FORM 990, PART VI, LINE 15A SECTION B: POLICIES EXECUTIVE COMPENSATION POLICY: THE COMPENSATION COMMITTEE, COMPRISED OF BOARD MEMBERS WITHOUT POTENTIAL CONFLICTS OF INTEREST CONCERNING COMPENSATION ARRANGEMENTS, MAKES COMPENSATION DECISIONS REGARDING ALL OFFICERS, INCLUDING THE CEO, WITHOUT DISCUSSION OR OTHER PARTICIPATION OF THE STAFF MEMBER WHOSE COMPENSATION IS UNDER CONSIDERATION. THE CEO PROVIDES INDUSTRY SURVEYS, EXPERT COMPENSATION STUDIES, OR OTHER COMPARABLE DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILAR ORGANIZATIONS. THE CEO ALSO PROVIDES PERFORMANCE REVIEWS, ACTUAL COMPENSATION DATA, AND COMPENSATION RECOMMENDATIONS TO ASSIST THE COMPENSATION COMMITTEE IN MAKING DECISIONS. THE CEO DOES NOT PROVIDE RECOMMENDATIONS REGARDING HIS/HER OWN COMPENSATION. THE COMPENSATION COMMITTEE FULLY DOCUMENTS ALL COMPENSATION DECISIONS AND THE BASIS FOR THE DECISIONS. THIS PROCESS FOR COMPENSATION DECISIONS WAS LAST UNDERTAKEN FOR THE ALL OFFICERS, INCLUDING THE CEO, IN 2018. COMPENSATION DECISIONS FOR NON-SENIOR STAFF MAY BE DELEGATED TO THE CEO. FORM 990, Part VI, LINE 19 SECTION C: DISCLOSURES AVAILABILITY OF DOCUMENTS: UVIMCO PROVIDES FINANCIAL STATEMENTS AND THE CONFLICT OF INTEREST POLICY TO UVA AND RELATED FOUNDATIONS THROUGH A SECURE PORTION OF THE ORGANIZATION'S WEBSITE, AND ORGANIZATIONAL DOCUMENTS TO UVA AND RELATED FOUNDATIONS UPON REQUEST. UVIMCO DOES NOT MAKE THESE DOCUMENTS AVAILABLE TO THE GENERAL PUBLIC. FORM 990, PART VII, SECTION B, INDEPENDENT CONTRACTORS THREE OF THE FIVE HIGHEST COMPENSATED INDEPENDENT CONTRACTORS REPORTED IN PART VII REPRESENT SEPARATE ACCOUNT INVESTMENT MANAGERS PAID DIRECTLY BY UVIMCO. OTHER EXTERNAL MANAGERS ARE PAID INDIRECTLY THROUGH A REDUCTION IN THE NET ASSET VALUES OF INVESTMENT FUNDS IN WHICH UVIMCO INVESTS. THE FINANCIAL RESULTS OF UVIMCO'S OPERATIONS ARE REPORTED NET OF ALL INVESTMENT MANAGEMENT FEES. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSET OR FUND BALANCES ALLOCATION OF NET GAIN ON INVESTMENTS HELD FOR OTHERS REFLECTED AS CHANGE IN NET ASSETS $ (962,796,782) THE LONG TERM POOL HAD A RETURN OF 11.4% FOR THIS REPORTING YEAR VERSUS A RETURN OF 12.4% FOR THE PRIOR REPORTING YEAR. FON I LLC 701 E WATER STREET 4TH FLOOR Charlottesville VA 22902 562462804 STRUCT INVEST DE -7350 19432095 NA DYNAMO BRASIL II LLC 701 E WATER STREET 4TH FLOOR Charlottesville VA 22902 562462804 STRUCT INVEST DE 10848576 58922942 NA AFTON MOUNTAIN I LLC 701 E WATER STREET 4TH FLOOR CHARLOTTESVILLE VA 22902 562462804 STRUCT INVEST DE 0 0 NA RECTOR AND VISITORS OF THE UNIVERSITY OF PO BOX 400228 CHARLOTTESVILLE VA 22901 546001796 HIGHER EDU. 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