2015-08-12T14:10:24-05:00 2014-09-30 KPMG LLP 1676 International Drive McLean VA 22102 990 2013-10-01 133786524 WESTERN NIS ENTERPRISE FUND % NATALIE CHAUS WEST 3129397003 175 WEST JACKSON BLVD STE 1640 Suite CHICAGO IL 60604 Jaroslawa Z Johnson President & CEO 3129397003 2015-08-10 true D Greg Goller P00485827 3129397003 2015-08-11 2013 2016-02-25 16:41:14Z Jaroslawa Z Johnson 175 West Jackson Blvd STE 1640 Chicago IL 60604 9448854 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 ENTREPEUNERSHIP AND OPEN MARKETS. 8 7 2 0 0 0 0 32577495 8050776 1187859 1359929 45044 38149 33810398 9448854 0 0 0 0 8793732 869976 0 0 0 532722 526002 9326454 1395978 24483944 8052876 94502008 90346567 580441 515861 93921567 89830706 X SEE SCHEDULE O false false 1122498 8050776 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. 1122498 true false false false false false false false false false true false true false true true true false false true true false false 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 10 0 true 2 true false true UP MD false false false false false false false false X 8 7 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, DIRECTOR 1.0 X X 1770222 0 0 Dennis A Johnson CHAIRMAN OF THE BOARD 1.0 X 0 0 0 Richard I Arthur DIRECTOR 1.0 X 0 0 0 Jaroslawa Zelinsky Johnson DIRECTOR 1.0 X 0 0 0 Whitney MacMillan DIRECTOR 1.0 X 0 0 0 Patrick H Arbor DIRECTOR 1.0 X 0 0 0 Jeffrey C Neal DIRECTOR 1.0 X 0 0 0 Robert M Cotten DIRECTOR 1.0 X 0 0 0 LENNA KOSZARNY CHIEF FINANCIAL & ADMINIST OFF 1.0 X 964296 0 1651 Christina Harea MOLDOVA COUNTRY MANAGER 1.0 X 128004 0 0 MARK A IWASHKO FORMER OFFICER 1.0 X 1770222 0 1095 4632744 0 2746 4 true true false HORIZON CAPITAL ASSOCIATES LLC 175 W JACKSON BOULEVARD SUITE 164 CHICAGO IL 60604 MANAGEMENT FEES 871095 1 0 INTEREST FROM PROGRAM RELATED INVESTMENTS 523000 118905 118905 DIRECTOR FEES FROM PROGRAM RELATED INVESTMENTS 523000 4502 4502 REALIZED GAIN FROM PROGRAM RELATED INVESTMENTS 523000 7927369 7927369 8050776 1359929 0 0 1359929 0 0 0 0 0 0 0 0 0 MISCELLANEOUS 900099 38149 38149 38149 9448854 8050776 0 1398078 0 0 0 0 0 0 670214 670214 154132 119734 34398 17199 8600 8599 23083 11542 11541 5348 2674 2674 0 84020 50340 33680 96381 57746 38635 0 0 0 78303 46915 31388 0 22119 12750 9369 1683 970 713 0 31102 17884 13218 161404 93741 67663 0 0 0 0 2792 1605 1187 38181 22009 16172 BANK FEES 3143 1812 1331 ANNUAL REPORT 3034 1749 1285 MEMBERSHIPS 1295 746 549 OTHER OPERATING EXPENSES 2545 1467 1078 1395978 1122498 273480 0 47244 69322935 51537654 0 0 0 0 0 0 0 0 0 0 0 0 0 231989 205350 145127 140048 8387 5079 0 0 0 0 42026501 20745370 0 0 650233 67833 94502008 90346567 114788 137693 0 0 0 0 0 0 0 0 0 0 0 0 0 0 465653 378168 580441 515861 X 0 0 0 0 93921567 89830706 93921567 89830706 94502008 90346567 X 8052876 -12229073 85336 X false true X true false X 0 0 0 0 0 0 647087 1210600 510371 32577495 8050776 42996329 0 0 0 647087 1210600 510371 32577495 8050776 42996329 0 0 0 42996329 227338 881242 658539 1185859 1359929 4312907 0 227338 881242 658539 1185859 1359929 4312907 0 53294 53237 51577 45044 38149 241301 927719 2145079 1220487 33808398 9448854 47550537 0.90422 0.91350 0.09070 0.08060 X PART III, LINE 12 OTHER INCOME OTHER INCOME CONSISTS OF EXPENSE REIMBURSEMENTS FROM INTERESTED PERSONS (AS SET FORTH IN SCHEDULE L, PART IV), FOREIGN CURRENCY TRANSLATION GAINS, AND REFUNDS OF OPERATING EXPENSES. X 0 145127 140048 5079 5079 EQUITY & DEBT SECURITIES 13975740 F EMERGING EUROPE GROWTH FUND LP 6769630 F 20745370 0 DEFERRED INCOME 10500 DEPOSITS RECEIVED ON SALE 325000 EXIT BASED INCENTIVE PAYABLE 42668 378168 X -2694883 -12229073 85336 -12143737 9448854 9448854 1395978 1395978 1395978 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 $85,336 Russia and the Newly Independent States 2 3 Program Services General Operations 987295 2 3 2 3 987295 987295 false false true false true false 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 2014. 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 X X true true X false false false false false false false false false NATALIE A JARESKO PRESIDENT & CEO, DIRECTOR 0 0 1770222 0 0 0 0 0 0 0 1770222 0 0 0 MARK A IWASHKO FORMER OFFICER 0 0 1770222 0 0 0 0 0 1095 0 1771317 0 0 0 LENNA KOSZARNY CHIEF FINANCIAL & ADMINIST OFF 0 0 964296 0 0 0 0 0 1651 0 965947 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. TRAVEL FOR COMPANIONS THE WNISEF BOARD APPROVED BUSINESS CLASS TRAVEL FOR OFFICERS TO BOARD MEETINGS IN THE UNITED STATES FROM UKRAINE. FOR OFFICERS WHO ELECTED TO TRAVEL ECONOMY CLASS AND THE AGGREGATE COST OF THEIR TICKET AND THAT OF THEIR FAMILY MEMBERS WAS LESS THAN THE BUSINESS CLASS TICKET, FAMILY MEMBERS COULD ACCOMPANY THEM. TWO OFFICERS ELECTED TO DO SO DURING THE REPORTING PERIOD. NO PART OF THE BENEFIT WAS INCLUDED AS TAXABLE COMPENSATION. THE AMOUNT HAS BEEN REPORTED ON SCHEDULE J, PART II, COLUMN(D) AS A NONTAXABLE BENEFIT. SCHEDULE J, PART I, LINE 3 The only compensation that the CEO and other officers may receive directly from Western NIS is related to any payments per the Long-Term Equity Incentive (LTEI) Plan, a carry-type arrangement relating to successful exits of portfolio companies, which were approved by Board of Directors, USAID and received Congressional approval. LTEI compensation is not contingent on revenues or net earnings, it is contingent upon a successful exit of a portfolio company that exceeds the baseline value set by the Board of Directors and approved by USAID. See Schedule O - Compensation for additional information. 0 Horizon Capital Associates LLC MGMT OVERLAP - SEE SCH O 645008 INVESTMENT MANAGEMENT SERVICES false BUSINESS TRANSACTIONS WITH INTERESTED PERSONS SCHEDULE L, PART IV AS OF SEPTEMBER 30, 2014, Natalie Jaresko (officer and director)and Lenna Koszarny (officer) were owners and/or officers 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. Form 990, Part VI, Line 2 Business Relationships There was a business relationship during the year between Natalie A. Jaresko (President/CEO, and voting director) and Lenna Koszarny (CFO & Administrative Officer), as they were owners and/or officers of Horizon Capital Associates LLC (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 agreement 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 semi-annual 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 is 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, Western NIS currently has no employees, other than an administrative assistant and a part-time accountant in the US. 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 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 2013 calendar year are set forth in the following paragraph. The statement of functional expenses in Part IX sets forth $85,336 of expenses under the long-term equity incentive plan (LTEI) that were paid out in February and August 2014, before the 9/30/14 fiscal year end. This amount represents LTEI payments made to former key employees. In the compensation section of Form 990, Part VII, we report $4,632,744 paid under the LTEI during the 2013 calendar year. This amount represents LTEI payments made to current and former officers. Also, during the 2013 calendar year $3,072,099 of LTEI payments were made to former employees. It should be noted that officers and employees who are classified as "former" were current officers and employees during the 2013 calendar year when these payments were made and these individuals only became former officers and employees during the fiscal year ended September 30, 2014. In addition, we note 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 Management Fees Management Fees in the amount of $ 871,095 paid to Horizon Capital Associates LLC represent management fees paid in calendar year 2013 as this is the calendar year ending within Western NIS' tax year beginning 10/01/2013 and ending 09/30/2014. This amount differs from the management fee reported in Schedule L Part IV Business Transactions Involving Interested Persons as this latter amount reflects actual payments made in fiscal 2014. 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 sets 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 states 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 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 XI, Line 9 OTHER CHANGES IN NET ASSETS DEFERRED EXIT-BASED INCENTIVE ..................... $85,336. 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