2017-08-04T10:44:34-05:00 2016-09-30 KPMG LLP 1676 International Drive Ste 1200 McLean VA 22102 990 2015-10-01 133786524 WESTERN NIS ENTERPRISE FUND % NATALIE CHAUS WEST 3129397003 175 WEST JACKSON BLVD STE 1640 CHICAGO IL 60604 JAROSLAWA Z JOHNSON PRESIDENT & CEO 3129397003 2017-08-03 true D GREG GOLLER P00485827 7032868000 2017-08-03 2015 2021-01-29 14:40:06Z Jaroslawa Z Johnson 175 West Jackson Blvd STE 1640 Chicago IL 60604 0 false X WWW.WNISEF.ORG X 1994 IL WESTERN NIS WAS CREATED AND FUNDED BY THE US CONGRESS, TO INVEST IN AND ATTRACT PRIVATE CAPITAL TO UKRAINE, MOLDOVA, AND BELARUS, TO PROMOTE ENTREPRENEURSHIP AND OPEN MARKETS. 6 5 2 0 0 0 0 0 -266620 -263539 0 53 36000 36000 -230620 -227486 287343 2194891 0 0 1517114 2024537 0 0 0 1090143 3754145 2894600 7973573 -3125220 -8201059 87221987 79587954 628528 990686 86593459 78597268 X SEE SCHEDULE O false false 986925 -263684 WESTERN NIS ENCOURAGES, THROUGH LENDING, INVESTMENT, AND TECHNICAL ASSISTANCE, THE CREATION AND EXPANSION OF SMALL AND MEDIUM-SIZED ENTERPRISES IN THE UKRAINE AND MOLDOVA. WESTERN NIS ALSO FULFILLS ITS MISSION OF ATTRACTING ADDITIONAL PRIVATE CAPITAL TO THE REGION THROUGH ITS USAID-APPROVED ROLE AS A SPONSOR OF THE EMERGING EUROPE GROWTH FUND, LP, A PRIVATE EQUITY FUND LAUNCHED IN 2006. 6706560 2194891 145 USAID approved the launch of a $30 million Legacy Program funded by a portion of the profits earned from investment activities. The program focuses on export promotion, local economic development, impact investment and economic leadership. In April 2016, USAID approved i) expanding the Legacy Program to $35 million; ii) $5 million earmarked for direct investments in SMEs, primarily start-ups; and iii) a $30 million commitment to Emerging Europe Growth Fund III, L.P. a fund launched by Horizon Capital and focused on providing financing to SMEs in Ukraine and Moldova. 7693485 true false false false false false false false false false true false true false true true true false false true true true true false false false false false false true false false false false false false false true false false false false false true true true false true true X 10 0 true 2 true false true UP MD UK false false false false false false false false X 6 5 true false false false true true true true true false false true true true true true true true true true true IL X NATALIE CHAUS 3129397003 175 WEST JACKSON BLVD STE 1640 CHICAGO IL 60604 X Dennis A Johnson DIRECTOR 1.0 0.0 X 0 0 0 Jaroslawa Zelinsky Johnson PRESIDENT & CEO 40.0 0.0 X X 184248 0 39296 Whitney MacMillan DIRECTOR 1.0 0.0 X 0 0 0 Patrick H Arbor DIRECTOR 1.0 0.0 X 0 0 0 Jeffrey C Neal DIRECTOR 1.0 0.0 X 0 0 0 John E Herbst DIRECTOR 1.0 0.0 X 0 0 0 LENNA KOSZARNY EXECUTIVE VICE PRESIDENT 1.0 0.0 X 0 0 0 Natalie Chaus CFAO 1.0 0.0 X 0 0 0 ELAINE MCCORMACK SECRETARY 36.0 0.0 X 69693 0 18779 253941 0 58075 1 false true false HORIZON CAPITAL ASSOCIATES LLC 175 W JACKSON BOULEVARD SUITE 164 CHICAGO IL 60604 MANAGEMENT FEES 1120622 EREZ ESHEL LEADERSHIP AND STRATERGY KFAR ADUMIM IS 90618 CONSULTING FEES 178052 GP ADVISORS SERVICES LLC OFF 16 FL 5143/2 VELYKA VASYLKIVS UP 03150 program outsourcing 143725 3 0 INTEREST FROM PROGRAM RELATED INVESTMENTS 523000 113677 113677 DIRECTOR FEES FROM PROGRAM RELATED INVESTMENTS 523000 5422 5422 REALIZED LOSS FROM PROGRAM RELATED INVESTMENTS 523000 -382638 -382638 -263539 53 0 53 0 0 0 0 0 0 0 0 0 MISCELLANEOUS 900099 36000 36000 36000 -227486 -263539 0 36053 X 0 0 2194891 2194891 0 368656 307775 60881 1157300 1157300 415404 362796 52608 0 26082 22539 3543 57095 46993 10102 0 185157 167133 18024 142377 119842 22535 0 0 0 1518680 1505669 13011 0 117652 110977 6675 7940 6741 1199 0 308672 280112 28560 658430 619410 39020 0 229528 229226 302 0 0 18749 16275 2474 77296 65324 11972 CEREMONY ORGANIZATION EXPENSES 151418 151418 FIXED ASSET EXPENSES 258146 257670 476 OTHER OPERATING EXPENSES 57351 53722 3629 BANK FEES 15749 12260 3489 7000 5412 1588 7973573 7693485 280088 0 X 69021841 55420824 0 0 0 0 0 0 0 0 0 0 0 0 0 0 410394 386946 206676 155082 42852 51594 0 0 0 0 17658435 23479988 0 0 88465 248602 87221987 79587954 239922 377527 27947 269365 0 0 0 0 0 0 0 0 0 0 0 0 360659 343794 628528 990686 X 0 0 86593459 78597268 0 0 86593459 78597268 87221987 79587954 -8201059 204868 X false true X true false X 0 0 0 0 0 0 510371 32577495 8050776 -266620 -263539 40608483 0 0 0 510371 32577495 8050776 -266620 -263539 40608483 0 0 0 40608483 658539 1185859 1359929 0 53 3204380 0 658539 1185859 1359929 0 53 3204380 0 51577 45044 38149 36000 36000 206770 1220487 33808398 9448854 -230620 -227486 44019633 0.92251 0.90711 0.07279 0.08807 X PART III, LINE 12 OTHER INCOME OTHER INCOME CONSISTS OF EXPENSE REIMBURSEMENTS FROM INTERESTED PERSONS (AS SET FORTH IN SCHEDULE L, PART IV). 4646 2995 1651 202030 152087 49943 51594 EQUITY & DEBT SECURITIES 18059628 F EMERGING EUROPE GROWTH FUND LP 4920360 F OTHER FINANCIAL ASSETS 500000 F 23479988 0 DEFERRED INCOME 10500 DEPOSITS RECEIVED ON SALE 325000 PAYABLES TO HCA 5576 DUE TO EMPLOYEES 2718 343794 X -22618 204868 204868 -227486 -227486 7973573 7973573 7973573 SCHEDULE D, PART X TAX STATUS HISTORICALLY, THE FUND HAS BEEN EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE U.S. INTERNAL REVENUE CODE (THE CODE), AND, BECAUSE IT WAS FUNDED THROUGH U.S. GOVERNMENT GRANTS, HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION AS DEFINED IN SECTION 509(A)(1) OF THE CODE. THE FUND CHANGED ITS CLASSIFICATION DURING 2010 FROM AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION UNDER SECTION 509(A)(1) TO A PUBLIC CHARITY AS DEFINED IN SECTION 509(A)(2) OF THE CODE, GIVEN THAT ITS INCOME IS NO LONGER DERIVED PRIMARILY FROM GRANTS. THE FUND CONTINUES TO MAINTAIN ITS 501(C)(3) DESIGNATION AND IS EXEMPT FROM PAYMENT OF STATE AND LOCAL INCOME TAXES. THE FUND IS REGISTERED AS A CHARITABLE TRUST IN ILLINOIS. true Russia and the Newly Independent States 2 16 Program Services General Operations 5353598 Russia and the Newly Independent States Grantmaking 2194891 Russia and the Newly Independent States Investments 18559628 2 16 2 16 26108117 26108117 Russia and the Newly Independent States School of Mayors 29000 Wire Russia and the Newly Independent States educational program 298126 wire Russia and the Newly Independent States Export Promotion Office 221734 Wire Russia and the Newly Independent States SCHOOLS REORG. 65142 Wire Russia and the Newly Independent States Urban Studies 112000 Wire Russia and the Newly Independent States Support children Center 114044 Wire Russia and the Newly Independent States decentralization reform 44000 Wire Russia and the Newly Independent States educational innovations 10000 Wire Russia and the Newly Independent States open data IT-projects 84000 Wire Russia and the Newly Independent States Social Enterprises survey 12650 Wire Russia and the Newly Independent States FIGHT CORRUPTION 200080 Wire Russia and the Newly Independent States Leadership Academy 311666 Wire Russia and the Newly Independent States Harvard Trek Project 11995 Wire Russia and the Newly Independent States Export Promotion 11500 Wire Russia and the Newly Independent States Children summer camp 15653 Wire Russia and the Newly Independent States 42806 fixed assets book 14 SCHOLARSHIPS Russia and the Newly Independent States 19 609572 WIRE true false true false true false SCHEDULE F, PART I, LINE 2 GRANT MONITORING Regular and rigorous review is conducted by WNISEF to determine progress and assess whether value for money has been achieved. This includes regular progress reports by the funding recipient against agreed performance measures or milestones and/or site visits by a WNISEF program manager. Performance measures are developed in the planning phase of a project and used for monitoring during the life cycle of the grant and to evaluate the project as a whole. Recipient organizations are required to submit to WNISEF written interim and/or final reports to reflect the progress on activities and project's results and impact to date. WNISEF spells out the frequency and information to be included in the report. Recipient organizations are required to maintain necessary financial and operational records in relation to the operation of the project and to submit to WNISEF a financial report for use of funds to determine expenditure against the funding agreement. SCHEDULE F, PART I, LINE 3 Foreign Activities Western NIS has an office in the US, but most of its operations are in Ukraine and Moldova, given its tax-exempt mission. (See Schedule O for additional details.) Western NIS has one office in Ukraine and one in Moldova. SCHEDULE F, PART I, LINE 3, COLUMN (F) ACCOUNTING METHOD PROGRAM SERVICE EXPENDITURES INCLUDE DIRECT EXPENSES RECORDED USING THE ACCRUAL BASIS DURING FISCAL YEAR 2016. NO INDIRECT EXPENSE ALLOCATIONS HAVE BEEN MADE. Foreign Filing 5471 5471 The foreign filing requirement, Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, for LLC Kerameya, a foreign corporation, has been satisfied by the following U.S. Person: Name: Emerging Europe Growth FD, LP Address: 175 West Jackson Boulevard, Chicago, IL 60604 EIN: 20-2901144 Where Return Filed: E Filed Foreign Filing 8865 8865 The foreign filing requirement, Form 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, for Sakonia Venture Limited, a foreign partnership, has been satisfied by the following U.S. Person: Name: Emerging Europe Growth FD, LP Address: 175 West Jackson Boulevard, Chicago, IL 60604 EIN: 20-2901144 Where Return Filed: E Filed X X true true X false false false false false false false false false Jaroslawa Zelinsky Johnson PRESIDENT & CEO 150000 0 0 0 34248 0 39296 0 0 223544 0 0 0 SCHEDULE J, PART I, LINE 1A FIRST CLASS TRAVEL-WNISEF BOARD MEMBERS VOLUNTEER THEIR TIME TO ATTEND BOARD MEETINGS AND DO NOT RECEIVE ANY COMPENSATION FOR THEIR PARTICIPATION ON THE WNISEF BOARD. HOWEVER, IN ACCORDANCE WITH THE GRANT AGREEMENT WITH THE U.S. AGENCY FOR INTERNATIONAL DEVELOPMENT, BOARD MEMBERS ARE PERMITTED TO FLY FIRST CLASS IN RECOGNITION OF THE EXPECTATION OF TRAVELING FROM THE UNITED STATES TO THE REGION, INCLUDING UKRAINE AND MOLDOVA. CERTAIN BOARD MEMBERS ELECTED TO UTILZE THIS BENEFIT DURING THE REPORTING PERIOD. THE COST OF THE TICKET IS NOT INCLUDED IN THE DIRECTOR'S REPORTABLE COMPENSATION, BUT IS INSTEAD CONSIDERED A NON-TAXABLE REIMBURSEMENT. A HOUSING ALLOWANCE IS PROVIDED TO THE PRESIDENT/CEO. THIS ALLOWANCE IS TREATED AS TAXABLE COMPENSATION. Horizon Capital Associates LLC MGMT OVERLAP - SEE SCH O 626076 INVESTMENT MANAGEMENT SERVICES false HORIZON CAPITAL ASSOCIATES LLC MGMT OVERLAP - SEE SCH O 525000 PROGRAM MANAGEMENT FEES false HORIZON CAPITAL ADVISORS LLC MGMT OVERLAP - SEE SCH O 36000 USE OF CHICAGO OFFICE false GP ADVISORS SERVICES OFFICER SPOUSE CONTROLS 45025 LEGAL AND ADMIN SERVICES false GP ADVISORS SERVICES OFFICER SPOUSE CONTROLS 188904 ULA PAYROLL EXPENSES false GPA OFFICER SPOUSE CONTROLS 19815 LEGAL AND ADMIN SERVICES false GPA OFFICER SPOUSE CONTROLS 127841 ULA PAYROLL EXPENSES false BUSINESS TRANSACTIONS WITH INTERESTED PERSONS SCHEDULE L, PART IV - AS OF SEPTEMBER 30, 2016, LENNA KOSZARNY (OFFICER) WAS OWNER AND/OR OFFICER AND NATALIE CHAUS (OFFICER) WAS OFFICER OF HORIZON CAPITAL ASSOCIATES LLC (HCA), THE INVESTMENT MANAGEMENT COMPANY CONTRACTED TO MANAGE THE WESTERN NIS PORTFOLIO. As noted in Part III of Form 990, one of Western NIS' key accomplishments was fulfilling the directive from USAID to enable the establishment of a private successor fund, Emerging Europe Growth Fund LP (EEGF). A new private investment management company, Horizon Capital Associates LLC (HCA), was formed to support EEGF and Western NIS. This approach followed the precedent of USAID-financed enterprise funds in Central and Eastern Europe, which successfully attracted significant private capital. The founding of EEGF was a significant accomplishment towards fulfilling Western NIS' mission. The investment management agreement with HCA was entered into by Western NIS on pari passu terms as the third-party investment management agreement between HCA and Emerging Europe Growth Fund, LP to ensure that the Western NIS-HCA investment management agreement was in line with market terms. Under the terms of the grant agreement with USAID, Western NIS is managed by a board of directors comprised of private citizens (a majority of whom must be US citizens), who have demonstrated experience and expertise in those areas of private sector development in which the Fund is involved. The initial members were elected with the advice of the President of the United States or the President's designee, AND NEW MEMBERS ARE RECOMMENDED BY CURRENT BOARD MEMBERS TO USAID WHO MUST THEN APPROVE ANY NEW BOARD MEMBERS PRIOR TO THEIR COMMENCING BOARD PARTICIPATION. Re-election of any current director also requires USAID approval. Following the founding of EEGF, all employees of Western NIS (except those located in the US) became employees of HCA's wholly-owned subsidiary, Horizon Capital Advisors, LLC (HCAD), resulting in the transfer of employee compensation, operating and other expenses from Western NIS to HCAD. HOWEVER, DURING 2015, AS A RESULT OF THE LAUNCH OF THE LEGACY PROGRAMS AND NEED TO HIRE COMMITTED RESOURCES TO MANAGE THESE PROGRAMS, THE FUND RECOMMENCED HIRING OF EMPLOYEES DIRECTLY, BEGINNING WITH THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, PROGRAM MANAGERS AS WELL AS CERTAIN FULL-TIME SUPPORT PERSONNEL. THE FUND CONTINUES ITS PRACTICE OF NOT HIRING ANY INVESTMENT PERSONNEL AS THE INVESTMENT MANAGEMENT FUNCTION IS DELEGATED TO HCA ON THE BASIS OF THE WESTERN NIS-HCA INVESTMENT MANAGEMENT AGREEMENT. IN FEBRUARY 2015, THE FUND ALSO ENTERED INTO A SHARED SERVICES AGREEMENT WITH HCA, APPROVED BY THE BOARD OF DIRECTORS, TO PROVIDE SUPPORT TO THE FUND IN THE FORM OF ADDITIONAL PROGRAM MANAGEMENT AND ADMINISTRATIVE SERVICES FOR LEGACY PROGRAMS. THIS AGREEMENT PROVIDES THE FUND WITH ACCESS TO A FULL RANGE OF HCAD HR, LEGAL, ADMINISTRATIVE, COMMUNICATIONS, MGMT AND OTHER RESOURCES RATHER THAN EXPEND SIGNIFICANT TIME, COST AND EFFORT TO SET-UP THESE RESOURCES IN-HOUSE. GP Advisors Services and GPA The Fund contracted a service provider, GP Advisors ("GPAS") and its affiliate, GPA, both entities controlled by the spouse of an officer of the Fund, to perform payroll administration services until such time as registration of the Ukrainian legal entity for the Ukrainian Leadership Academy ("ULA") was complete as well as to provide other legal services. These services were provided at market terms with the respective officer recused from firm selection, contract negotiation and execution, subsequent to year end, payroll administration was transitioned to the ULA NGO. Form 990, Part VI, Line 2 Business Relationships There was a business relationship during the year between Lenna Koszarny (Executive Vice President of WNISEF) as she was owner and/or officer of Horizon Capital Associates LLC (HCA) and Natalie Chaus (CFO & administrative officer of WNISEF) as she was the officer of HCA, the investment management company which has entered into a contract approved by the WESTERN NIS Board of directors and USAID, to provide investment management services to WESTERN NIS. These two individuals were also owners and/or officers of Horizon Capital Advisors, LLC (HCAD), a subadvisor entity providing services to the management company. Form 990, Part VI, Lines 6 & 7a Members The corporate members of Western NIS consist of the directors who are US citizens. The members have the rights to elect and remove directors. Form 990, Part VI, Line 7b Approval by Members USAID has the authority to, and in fact does, approve certain Western NIS' decisions, including the long-term equity incentive plan, the privatization of Horizon Capital in 2006, the terms of the HCA investment management and shared services agreements with Western NIS, and the contribution of certain investments to the Emerging Europe Growth Fund, LP, a regional private equity fund launched in 2006. USAID conducts quarterly reviews of Western NIS and reviews monthly reports and annual audited financial statements and annual reports submitted by Western NIS. Form 990, Part VI, Line 11 Form 990 Review Policy Western NIS Enterprise Fund's Form 990 is prepared by an independent accounting firm in conjunction with its finance staff. The Chief Financial Officer (CFO) reviews, edits, and approves the draft Form 990 prior to review by the President/Chief Executive Officer (CEO). Once the CEO completes review of the draft Form 990 and any revisions are incorporated, the draft Form 990 is distributed to a subcommittee of the Board formed to review and approve the Form 990 on behalf of the full Board of Directors. Once their comments are incorporated and the Form 990 is approved, a copy of the Form 990 that will be filed with the IRS is provided to all members of the Board of Directors, as well as external corporate counsel, prior to filing. Form 990, Part VI, Line 12 Conflict of Interest Policy Officers are appointed on an annual basis by the Board of Directors of Western NIS Enterprise Fund, and the terms of appointment include compliance with the policies and procedures of the Fund, including the conflict of interest policy. The Grant Agreement with USAID includes the conflict of interest policy and identifies which matters must be discussed with USAID. Compliance is monitored via the annual audit process, conducted by an independent big 4 public accounting firm, through review of transactions, including related party transactions and internal control procedures. Any potential conflict would be reviewed and handled by the board of directors and outside legal counsel. If a conflict was related to a board member, then that board member would be required to abstain from discussion and abstain from voting on the conflicted matter. Form 990, Part VI, Line 15 and Part IX, Lines 5 - 10 Compensation Western NIS has a special compensation structure that reflects its tax-exempt mission. As noted in Part III of Form 990, one of Western NIS' key accomplishments was fulfilling the directive from USAID to establish a private follow-on fund, Emerging Europe Growth Fund LP (EEGF). This directive followed the precedent of USAID-financed enterprise funds in Central and Eastern Europe, which successfully attracted significant private capital. As described in Schedule O, Western NIS was nearing its wind-down phase, and the founding of EEGF was a significant accomplishment towards Western NIS' mission. A private investment management company, Horizon Capital Associates LLC (HCA), was formed to manage the investments of EEGF and Western NIS. Following the founding of EEGF, all employees of Western NIS (except those located in the US) became employees of HCA's subadvisor entity, Horizon Capital Advisors, LLC (HCAD), resulting in the transfer of employee compensation, operating and other expenses from Western NIS to HCA and HCAD. Accordingly until January 2015, Western NIS did not have employees, other than an administrative assistant and a part-time accountant in the US. 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. Western NIS pays HCA an annual management fee, as disclosed in Schedule L. The investment management agreement with HCA was approved by the Board of Directors of Western NIS, after review and approval of its key terms, including the management fee, by USAID, which had prior experience reviewing and approving similar investment management agreements entered into by other enterprise funds that it regulates. The management fee formula is identical to that in the investment management agreement between HCA and EEGF, which also was reviewed and approved by the WESTERN NIS Board and USAID (as well as by other investors in EEGF). IN 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. WESTERN NIS PAYS HCA AN ANNUAL PROGRAM MANAGEMENT FEE, AS DISCLOSED IN SCHEDULE L. In 2002, the board members of Western NIS established a long-term equity incentive plan ("LTEI"), which was based on similar arrangements at other USAID-financed enterprise funds and was approved by the US Congress and USAID. The LTEI Plan is not compensation from government grant funds but a separately USAID-approved incentive plan funded from investment sales proceeds. LTEI compensation is not contingent on revenues or net earnings, but rather on a profitable exit of a portfolio company that exceeds the baseline value set by the board of directors and approved by USAID. Upon the spin-off of employees to HCAD, the LTEI plan remains in effect as long as 1) the investment management agreement between Western NIS and HCA continues; 2) the specific employee remains in the employ of HCAD and 3) the board of directors does not amend, alter or terminate the plan. This is intended to maximize Western NIS' returns on its remaining portfolio. LTEI payments during the 2015 calendar year are set forth in the following paragraph. Although the statement of functional expenses in Part IX sets forth NIL of expenses under the long-term equity incentive plan (LTEI), PAID OUT BEFORE THE 9/30/16 fiscal year end, as well as in the compensation section of Form 990, Part VII, we report no LTEI Payments during the 2015 CALENDAR YEAR, $42,668 in LTEI PAYMENTS WERE MADE TO A FORMER EMPLOYEE who was not required to be listed in Part VII. It should be noted that US Government Grant Agreement with USAID provides that US Goverment Grant Funds may not be used to compensate employees of Western NIS, or employees of an organization in which it owns a majority interest, over $150,000 per annum. The LTEI plan is not compensation from Government Grant funds but a separately USAID-approved incentive plan funded from investment proceeds. Form 990, Part VI, Line 16 Joint Ventures The tax-exempt mission of Western NIS Enterprise Fund established by the US Congress and USAID is directly furthered by the Fund's investments in small-to mid-sized companies in the Ukraine and Moldova, and also by its investment in EEGF, a regional private equity fund whose establishment was encouraged, reviewed and approved by USAID. Under the terms of its grant agreement from USAID, Western NIS takes a commercial approach to its investment activities in portfolio companies in the Western Newly Independent States, as a matter of operating philosophy. The written grant agreement also provides numerous terms and conditions to ensure that the portfolio companies it invests in further its tax-exempt mission and USAID guidelines. Western NIS has a written policy that requires, among other things, that all investments be in accord with the grant agreement, which expressly defines permissible investments as well as prohibited transactions consistent with Western NIS' congressionally - mandated charitable mission. In addition to this written policy, Western NIS has adopted various measures that safeguard its exempt status with respect to its investments. These measures include ensuring that investment agreements with portfolio companies are on an arm's length basis and contain provisions to assure compliance with relevant clauses within the grant agreement. USAID specifically reviewed and approved in writing Western NIS' investment in EEGF as an integral part of its tax exempt mission. Form 990, Part VI, Line 19 Disclosures As a USAID recipient, Western NIS' governing documents, including its conflict of interest policy, and its financial statements are provided to USAID and are made available to the public through this organization. Form 990, Part VII, Section B, Line 1 INVESTMENT MANAGEMENT FEES INVESTMENT MANAGEMENT FEES IN THE AMOUNT OF $ 640,211 PAID TO HORIZON CAPITAL ASSOCIATES LLC REPRESENT INVESTMENT MANAGEMENT FEES PAID IN CALENDAR YEAR 2015 AS THIS IS THE CALENDAR YEAR ENDING WITHIN WESTERN NIS' TAX YEAR BEGINNING 10/01/2015 AND ENDING 9/30/2016. THIS AMOUNT DIFFERS FROM THE INVESTMENT MANAGEMENT FEE REPORTED IN SCHEDULE L PART IV BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS AS THIS LATTER AMOUNT REFLECTS ACTUAL PAYMENTS MADE IN FISCAL 2016. PROGRAM MANAGEMENT FEES PROGRAM MANAGEMENT FEES IN THE AMOUNT OF $480,411 PAID TO HORIZON CAPITAL ASSOCIATES LLC REPRESENT PROGRAM MANAGEMENT FEES PAID IN CALENDAR YEAR 2015 AS THIS IS THE CALENDAR YEAR ENDING WITHIN WESTERN NIS' TAX YEAR BEGINNING 10/01/2015 AND ENDING 9/30/2016. IT DIFFERS FROM THE PROGRAM MANAGEMENT FEE REPORTED IN SCHEDULE L PART IV BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS AS THIS LATTER AMOUNT REFLECTS ACTUAL PAYMENTS MADE IN FISCAL 2016. Form 990, Part III, Line 1 Organization Mission The Western NIS (New Independent States) Enterprise Fund (the "Fund") is a not-for-profit corporation formed pursuant to the support for East European Democracy Act of 1989 (the "SEED Act") and the 1992 Freedom for Russia and Emerging Eurasian Democracies and Open Markets Support Act (the "Freedom Support Act"). Western NIS' primary purpose is promoting the development of the private sector, and the policies and practices conducive to such development, of the Western NIS region (the "Region"), which consists of Ukraine, Moldova and Belarus. The U.S. Congress authorized appropriations of $150 million, which were committed by the United States Agency for International Development ("USAID") for Western NIS program purposes and administrative expenditures (the "Grant"). Amounts received from USAID were conditioned upon Western NIS' compliance with the requirements of the grant agreement with USAID and the Seed and Freedom Support Acts, which imposed certain U.S. policy objectives and reporting obligations. Western NIS is engaged in a broad private investment program in the region which, through equity investments, loans, leases, technical assistance and other measures, emphasizes a commitment to small-and medium-sized private businesses. Western NIS provides technical assistance to companies in which it has invested. Through its direct role in investments in the region's private sector, Western NIS seeks to generate profits that will further support its activities and attract investments by others. As part of its investment operations, Western NIS may obtain representation on management and supervisory councils of investee companies. Western NIS' Grant agreement with USAID states that the success of Western NIS will be characterized by the extent to which it causes or contributes to: (1) The successful establishment, or strengthening of, a wide array of small and medium-sized firms across the different sectors of the economies in the Western NIS Republics; (2) The generation of new employment opportunities in the private sector of the Western NIS Republics; (3) Investment by other private companies in sectors where Western NIS took an initial lead; (4) The completion of a wide array of transactions that develop and strengthen financial markets in the Western NIS Republics; (5) Development by Western NIS of a number of key joint ventures between private companies of the US and the Western NIS Republics; and (6) Consistent with Western NIS' sound business judgment, the conduct of activities intended to further investment in each of the Western NIS Republics. One of Western NIS' key accomplishments was fulfilling the directive from USAID to enable the establishment of a private successor fund, Emerging Europe Growth Fund LP (EEGF). A new private investment management company, Horizon Capital Associates LLC (HCA), was formed to support EEGF and Western NIS. This approach followed the precedent of USAID-financed enterprise funds in Central and Eastern Europe, which successfully attracted significant private capital. Based on USAID and Congressional approval, Western NIS' board of directors committed $25 million to EEGF and approved the sale of certain investments to EEGF in 2006. EEGF now functions as a mid-cap private equity fund making investments in Ukraine, Moldova, and Belarus. WNISEF is a cornerstone limited partner in EEGF. EEGF has invested between $5 to $25 million in expansion and buy-out opportunities in the following industries: financial services, fast moving consumer goods, retail and industrial goods. USAID has already distributed the full grant of $150 million to Western NIS, with the final tranche received in fiscal year 2007. According to the grant agreement, USAID may establish the date after which Western NIS shall commence the winding up of its affairs and sale of its assets. Under this authority, USAID originally established Western NIS' termination commencement date as August 26, 2009. During fiscal year 2009, Western NIS requested and was granted an extension from USAID of the termination commencement date to August 26, 2011. In January 2011, USAID further extended this date to August 26, 2013 with the condition that the legacy proposal be presented to USAID by August 26, 2011. The legacy proposal set forth Western NIS' proposal for the establishment of a legacy foundation to be funded by proceeds derived from the sale of assets. The fund's proposal was submitted to USAID as required, including confirmation that as of August 26, 2011, WNISEF will not make any new investments or commitments, although the Fund may make follow-on investments in companies in its existing portfolio until August 26, 2013, the revised termination commencement date. In June 2013, USAID established a target liquidation date of August 26, 2016 as the date by which the Fund must have completed the wind-up and liquidation of all of its assets. The Grant Agreement between Western NIS and USAID was amended to reflect this Target Liquidation Date of August 26, 2016 and further stated that this date may only be extended with the prior written approval of USAID. Effective January 28, 2015, USAID approved the Funds proposal to continue the mission of the FREEDOM Support Act of 1992 and the Foreign Assistance Act of 1961, through the existing WNISEF structure. As such, the Grant Agreement was amended to change the Termination Commencement Date from August 26, 2013 to December 31, 2017 and change the Target Liquidation Date from August 26, 2016 to December 31, 2018 to allow the Fund to carry out the program activities described in its proposal. The TLD may only be extended with the prior written approval of USAID. The Funds proposal envisioned a $30 million three-year legacy program funded by a portion of the reflows earned by the Fund from its investment activities. The goals and objectives of the legacy program are to assist Ukraine and Moldova with further development of sound economic policies and leadership during this critical time in their respective histories. Both Ukraine and Moldova recently signed Deep and Comprehensive Free Trade Agreements (DCFTA) with the European Union (EU) and must now undertake significant changes to their economic policies and to build cadres of well-trained leaders to fully benefit from the DCFTA. The four programs set forth in the Funds proposal to USAID focus on i) mobilizing capital to address complex social issues (Impact Investing Program); ii) developing innovative market-based solutions linking local government and the business community to improve the provision of services to citizens while supporting the SME sector (Local Economic Development Program); iii) investing in people to broaden and deepen the human capacity necessary to advance private sector development in Ukraine and Moldova (Economic Leadership Program); and iv) improving the ability of Ukrainian exporters to access new markets (Export Promotion Policy Program). 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 SEEKS TO RAISE $150 MILLION TO PROVIDE LOANS, EQUITY AND FINANCIAL SUPPORT TO SMES IN UKRAINE AND MOLDOVA. 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. 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 Funds proposal to USAID focus on: i) mobilizing capital to address complex social issues (Impact Investing Program); ii) developing innovative market-based solutions linking local government and the business community to improve the provision of services to citizens while supporting the SME sector (Local Economic Development Program); iii) investing in people to broaden and deepen the human capacity necessary to advance private sector development in Ukraine and Moldova (Economic Leadership Program); and iv) improving the ability of Ukrainian exporters to access new markets (Export Promotion Policy Program). FORM 990, PART X, LINE 28 FUND BALANCE PRESENTATION IN 2015 THE FUND STARTED ITS ACTIVITIES UNDER LEGACY PROGRAMS AND STARTED TO FOLLOW THE ACCOUNTING STANDARD CODIFICATION (ASC) TOPIC 958, NOT-FOR-PROFIT ENTITIES, WHICH REQUIRES ADDITIONAL DISCLOSURES, RESULTING IN RELATED CHANGES IN THE PRESENTATION OF THE FINANCIAL STATEMENTS AND NOTES TO THEM. FORM 990 PART IX LINE 11G DESCRIPTION:CONSULTING TOTAL FEES:498489 FORM 990 PART IX LINE 11G DESCRIPTION:COMP. ULA EMPLOYEES TOTAL FEES:317882 FORM 990 PART IX LINE 11G DESCRIPTION:PUBLIC RELATIONS TOTAL FEES:181030 FORM 990 PART IX LINE 11G DESCRIPTION:PROFESSIONAL FEES TOTAL FEES:77759 FORM 990 PART IX LINE 11G DESCRIPTION:RECRUITMENT AGENCY FEES TOTAL FEES:60426 FORM 990 PART IX LINE 11G DESCRIPTION:SECURITY SERVICES TOTAL FEES:14207 FORM 990 PART IX LINE 11G DESCRIPTION:ANNUAL REPORT DESIGN TOTAL FEES:13483 FORM 990 PART IX LINE 11G DESCRIPTION:PROMOTIONAL SERVICES TOTAL FEES:143768 FORM 990 PART IX LINE 11G DESCRIPTION:OPERATING EXPENSES OF HOLDCO TOTAL FEES:5288 FORM 990 PART IX LINE 11G DESCRIPTION:DESIGN SERVICES TOTAL FEES:13746 FORM 990 PART IX LINE 11G DESCRIPTION:REGISTRATION AND OTHER FEES TOTAL FEES:1334 FORM 990 PART IX LINE 11G DESCRIPTION:LEADERSHIP ACAD STUDENTS MEALS TOTAL FEES:20865 FORM 990 PART IX LINE 11G DESCRIPTION:VIDEO CREATION/ADAPT. TOTAL FEES:113114 FORM 990 PART IX LINE 11G DESCRIPTION:COMMUNICATION SUPPORT TOTAL FEES:35000 FORM 990 PART IX LINE 11G DESCRIPTION:SOFTWARE DEVEL. TOTAL FEES:12676 FORM 990 PART IX LINE 11G DESCRIPTION:TRANSLATION SVCS TOTAL FEES:9613 Glass Container Prim SA 201 Uzinelor STr Chisinau Moldova MD MANUFACTURING MD NA N/A 3908944 28432077 0.81476 true GLASS CONTAINER PRIM PLUS SRL LEASING ASSET MD Glass Container N/A 2105 8489526 0.81476 true GLASS CONTAINER PRIM SP SRL Sect1 str strOccidentului 33 Bucharest RO 33 DISTRIBUTOR RO GLASS CONTAINER N/A 0 0 true true false false false false false false false false false false false false false false false false false false GLASS CONTAINER PRIM SA A 113532 ACCRUAL Emerging Europe Growth Fund LP 175 W JACKSON Street Ste 2225 Chicago IL 60604 202901144 PRIVATE EQUIT DE false -134846 4860094 false 0 false 0.20835