2016-08-08T09:20:40-04:00 2015-09-30 KPMG LLP 1676 International Drive McLean VA 22102 990 2014-10-01 133786524 WESTERN NIS ENTERPRISE FUND % NATALIE CHAUS WEST 3129397003 175 WEST JACKSON BLVD STE 1640 CHICAGO IL 60604 Jaroslawa Z Johnson President & CEO 3129397003 2016-08-08 true D GREG GOLLER P00485827 7032868000 2014 2016-12-15 16:53:06Z 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 8050776 -266620 1359929 0 38149 36000 9448854 -230620 0 287343 0 0 869976 1517114 0 0 0 526002 1090143 1395978 2894600 8052876 -3125220 90346567 87221987 515861 628528 89830706 86593459 X SEE SCHEDULE O true false 1037120 -266620 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. 1641460 287343 WNIS LAUNCHED A $30 MILLION THREE YEAR LEGACY PROGRAM TO ASSIST UKRAINE AND MODOLVA WITH FURTHER DEVELOPENT OF SOUND ECONOMIC POLICIES AND LEADERSHIP. IT WILL ENCOMPASS FOUR MAIN INITIATIVES: AN ECONOMIC LEADERSHIP PROGRAM, AN EXPORT PROMOTION POLICY PROGRAM, AN IMPACT INVESTING PROGRAM, AND A LOCAL ECONOMIC DEVELOPMENT PROGRAM. 2678580 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 false false false false false false false false true false false false false false true true true false true true X 11 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 NATALIE A JARESKO PRESIDENT & CEO (UNTIL 12/14) 1.0 0.0 X X 0 0 0 Dennis A Johnson DIRECTOR 1.0 0.0 X 0 0 0 Richard I Arthur DIRECTOR (UNTIL 10/18/2014) 1.0 0.0 X 0 0 0 Jaroslawa Zelinsky Johnson PRESIDENT & CEO (STARTED 1/15) 1.0 0.0 X X 0 0 0 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 Robert M Cotten DIRECTOR (UNTIL 4/29/2015) 1.0 0.0 X 0 0 0 John E Herbst DIRECTOR 1.0 0.0 X 0 0 0 LENNA KOSZARNY CFAO (UNTIL 2/15) & EXEC. VP 1.0 0.0 X 0 0 0 Christina Harea MOLDOVA COUNT MGR (UNTIL 1/14) 1.0 0.0 X 0 0 0 Natalie Chaus CFAO (STARTED 2/18/2015) 1.0 0.0 X 0 0 0 ELAINE MCCORMACK SECRETARY (AS OF 2/18/2015) 1.0 0.0 X 66688 0 0 66688 0 0 0 false false false HORIZON CAPITAL ASSOCIATES LLC 175 W JACKSON BOULEVARD SUITE 164 CHICAGO IL 60604 MANAGEMENT FEES 645008 1 0 INTEREST FROM PROGRAM RELATED INVESTMENTS 523000 105120 105120 DIRECTOR FEES FROM PROGRAM RELATED INVESTMENTS 523000 4113 4113 REALIZED LOSS FROM PROGRAM RELATED INVESTMENTS 523000 -375853 -375853 -266620 0 0 0 0 0 0 0 0 0 0 0 0 MISCELLANEOUS 900099 36000 36000 36000 -230620 -266620 0 36000 0 0 287343 287343 0 252816 208958 43858 990691 990691 217450 185806 31644 6312 3156 3156 17257 12137 5120 32588 26458 6130 0 63232 48042 15190 82376 62166 20210 0 0 0 377920 359590 18330 0 51709 43011 8698 4892 4080 812 0 111649 88727 22922 264173 237955 26218 0 15288 15253 35 0 0 5128 3900 1228 41526 31140 10386 BANK FEES 3842 2847 995 ANNUAL REPORT 1816 1342 474 MEMBERSHIPS 1270 977 293 OTHER OPERATING EXPENSES 65322 65001 321 2894600 2678580 216020 0 X 69322935 69021841 0 0 0 0 0 0 0 0 0 0 0 0 0 0 205350 410394 188029 145177 5079 42852 0 0 0 0 20745370 17658435 0 0 67833 88465 90346567 87221987 137693 239922 0 27947 0 0 0 0 0 0 0 0 0 0 0 0 378168 360659 515861 628528 X 0 0 89830706 86593459 0 0 89830706 86593459 90346567 87221987 X -3125220 -154695 42668 X false true X true false X 0 0 0 0 0 0 1210600 510371 32577495 8050776 -266620 42082622 0 0 0 1210600 510371 32577495 8050776 -266620 42082622 0 0 0 42082622 881242 658539 1185859 1359929 0 4085569 0 881242 658539 1185859 1359929 0 4085569 0 53237 51577 45044 38149 36000 224007 2145079 1220487 33808398 9448854 -230620 46392198 0.90711 0.90422 0.08807 0.09070 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 1443 3203 183383 143734 39649 42852 EQUITY & DEBT SECURITIES 12514381 F EMERGING EUROPE GROWTH FUND LP 5144054 F 17658435 0 DEFERRED INCOME 10500 DEPOSITS RECEIVED ON SALE 325000 PAYABLES TO HCA 25159 360659 X -342647 -154695 42668 -112027 -230620 -230620 2894600 2894600 2894600 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. FORM 990, SCHEUDLE D, PART XI, LINE 2D RECONCILIATION OF REVENUE PER AUDITED FINANCIAL STATEMENTS WITH REVENUE PER RETURN DEFERRED EXIT-BASED INCENTIVE $42,668 true Russia and the Newly Independent States 2 11 Program Services General Operations 2209832 Russia and the Newly Independent States Grantmaking 287343 2 11 2 11 2497175 2497175 Russia and the Newly Independent States RECONSTRUCT SCHOOLS 28300 WIRE Russia and the Newly Independent States OPEN COURT REPORTING 54600 WIRE Russia and the Newly Independent States 25000 WIRE Russia and the Newly Independent States FIGHT CORRUPTION 35000 WIRE 4 SCHOLARSHIPS Russia and the Newly Independent States 5 144443 WIRE false 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 2015. 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 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 Jackson Boulevard, Chicago, IL 60604 EIN: 20-2901144 Where Return Filed: E Filed Horizon Capital Associates LLC MGMT OVERLAP - SEE SCH O 640211 INVESTMENT MANAGEMENT SERVICES false HORIZON CAPITAL ASSOCIATES LLC MGMT OVERLAP - SEE SCH O 480411 PROGRAM MANAGEMENT FEES false HORIZON CAPITAL ADVISORS LLC MGMT OVERLAP - SEE SCH O 36000 USE OF CHICAGO OFFICE false BUSINESS TRANSACTIONS WITH INTERESTED PERSONS SCHEDULE L, PART IV AS OF SEPTEMBER 30, 2015, 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 OF DECEMBER 2, 2014, NATALIE A. JARESKO HAS RESIGNED HER DUTIES AS AN OFFICER AND DIRECTOR OF WESTERN NIS ENTERPRISE FUND AND HAS ALSO RESIGNED AS AN OFFICER OF, AND DIVESTED OF HER OWNERSHIP IN, HCA AND/OR ITS AFFILIATES. 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. Form 990, Part VI, Line 2 Business Relationships FROM OCTOBER 1, 2014, THROUGH DECEMBER 2, 2014, THERE WAS A BUSINESS RELATIONSHIP BETWEEN NATALIE A. JARESKO (PRESIDENT & CEO AND VOTING DIRECTOR UNTIL HER RESIGNATION DECEMBER 2, 2014) AND LENNA KOSZARNY (IN HER CAPACITY FIRST AS CFO & ADMINISTRATIVE OFFICER THROUGH FEBRUARY 18, 2015, THEN EXECUTIVE VICE PRESIDENT THEREAFTER), AS THEY WERE OWNERS AND/OR OFFICERS OF 1) HORIZON CAPITAL ASSOCIATES LLC (HCA), THE INVESTMENT MANAGEMENT COMPANY CONTRACTED TO PROVIDED SERVICES TO WESTERN NIS ENTERPRISE FUND, AS APPROVED BY THE WESTERN NIS BOARD OF DIRECTORS AND USAID; AND 2) HORIZON CAPITAL ADVISORS LLC (HCAD), A SUBADVISOR ENTITY PROVIDING SERVICES TO THE INVESTMENT MANAGEMENT COMPANY. FOLLOWING NATALIE A. JARESKO'S RESIGNATION AS OF DECEMBER 2, 2014 AS AN OWNER AND/OR OFFICER OF HCA AND HCAD, THE BUSINESS RELATIONSHIP WITH HER CEASED. IN ADDITION TO THE ONGOING BUSINESS RELATIONSHIP WITH LENNA KOSZARNY, SINCE FEBRUARY 18, 2015, THERE EXISTS A BUSINESS RELATIONSHIP WITH NATALIE CHAUS, AN OFFICER OF BOTH HCA AND HCAD WHO WAS ALSO APPOINTED CFO & ADMINISTRATIVE OFFICER OF WESTERN NIS ENTERPRISE FUND AS OF THIS DATE IN ACCORDANCE WITH THE TERMS OF THE WESTERN NIS-HCA INVESTMENT MANAGEMENT AGREEMENT. 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 2014 calendar year are set forth in the following paragraph. The statement of functional expenses in Part IX sets forth $42,668 of expenses that were paid out in August 2015 under the long-term equity incentive plan (LTEI), before the 9/30/15 fiscal year end. This amount represents LTEI payments made to a former employee. Although in the compensation section of Form 990, Part VII, we report no LTEI payments during the 2014 calendar year, $85,336 in LTEI payments were made to a former employee who was not required to be listed in Part VII. It should be noted that the Grant Agreement with USAID provides that US Government 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 sales 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 $ 645,008 PAID TO HORIZON CAPITAL ASSOCIATES LLC REPRESENT INVESTMENT MANAGEMENT FEES PAID IN CALENDAR YEAR 2014 AS THIS IS THE CALENDAR YEAR ENDING WITHIN WESTERN NIS' TAX YEAR BEGINNING 10/01/2014 AND ENDING 09/30/2015. 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 2015. PROGRAM MANAGEMENT FEES THERE WERE NO PROGRAM MANAGEMENT FEES PAID TO HORIZON CAPITAL ASSOCIATES LLC IN CALENDAR YEAR 2014 AS THIS IS THE CALENDAR YEAR ENDING WITHIN WESTERN NIS' TAX YEAR BEGINNING 10/01/2014 AND ENDING 09/30/2015. 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 2015. 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). 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 XI, LINE 9 OTHER CHANGES IN NET ASSETS DEFERRED EXIT-BASED INCENTIVE ..................... $42,668. FORM 990 PART IX LINE 11G DESCRIPTION:CONSULTING TOTAL FEES:291878 FORM 990 PART IX LINE 11G DESCRIPTION:ADVERTISING TOTAL FEES:388 FORM 990 PART IX LINE 11G DESCRIPTION:AGENCY FEES (RECRUITMENT) TOTAL FEES:3090 FORM 990 PART IX LINE 11G DESCRIPTION:ANNUAL REPORT DESIGN TOTAL FEES:16438 FORM 990 PART IX LINE 11G DESCRIPTION:OP EXPENSES OF HOLDING CO TOTAL FEES:13724 FORM 990 PART IX LINE 11G DESCRIPTION:PAYROLL PROCESSING FEES TOTAL FEES:5123 FORM 990 PART IX LINE 11G DESCRIPTION:REGISTRATION AND OTHER FEES TOTAL FEES:1108 FORM 990 PART IX LINE 11G DESCRIPTION:STAFFING SERVICES TOTAL FEES:34047 FORM 990 PART IX LINE 11G DESCRIPTION:OTHER SERVICES TOTAL FEES:12124 Glass Container Prim SA 201 Uzinelor STr Chisinau Moldova MD MANUFACTURING MD NA N/A 5763330 36509509 0.81476 true GLASS CONTAINER PRIM PLUS SRL LEASING ASSET MD Glass Container N/A 1661 10689333 0.81476 true true false false true false false false false false false false false false false false false false false false GLASS CONTAINER PRIM SA A 105120 ACCRUAL GLASS CONTAINER PRIM SA D 244185 CASH Emerging Europe Growth Fund LP 175 W JACKSON Street Ste 2225 Chicago IL 60604 202901144 PRIVATE EQUITY DE false 132922 7240726 false 0 false 0.20858