2013-05-08T10:34:56-05:00 2012-06-30 410746749 CLIFTONLARSONALLEN LLP 220 SOUTH SIXTH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2011-07-01 410693915 MINNEAPOLIS SOCIETY OF FINE ARTS MINN 6128703000 2400 THIRD AVENUE SOUTH MINNEAPOLIS MN 55404 PATRICIA GRAZZINI 6128703000 2013-05-06 1 LARRY ADAMS P01314654 6123764500 2011 2016-02-25 16:41:14Z MINNEAPOLIS INSTITUTE OF ARTS KAYWIN FELDMAN 2400 THIRD AVENUE SOUTH MINNEAPOLIS MN 55404 221829373 0 X WWW.ARTSMIA.ORG X 1883 MN ENRICH THE COMMUNITY BY COLLECT- ING, PRESERVING, AND MAKING ACCESSIBLE OUTSTANDING WORKS OF ART. 56 49 361 365 0 0 24710364 23265538 1784009 1606058 17535534 8279113 278423 271614 44308330 33422323 0 0 0 0 16024654 16332878 0 8750 1911219 19615419 16547158 35640073 32888786 8668257 533537 292159909 285084516 16076786 14033307 276083123 271051209 X THE MINNEAPOLIS INSTITUTE OF ARTS (MIA) ENRICHES THE COMMUNITY BY COLLECTING, PRESERVING, AND MAKING ACCESSIBLE OUTSTANDING WORKS OF ART FROM THE WORLD'S DIVERSE CULTURES. 0 0 14362649 0 397190 EXHIBITIONS:EXHIBITIONS BRING NEW INSIGHTS TO ART. OUR GALLERIES ARE FILLED WITH A DIVERSE AND RICH SPECTRUM OF EXHIBITIONS, PRODUCED FROM EITHER ORIGINAL SCHOLARSHIP OR THROUGH PARTNERSHIPS WITH OTHER LEADING ART MUSEUMS. MIA PRODUCED 38 EXHIBITIONS AND PUBLICATIONS DURING THE PAST YEAR. 3504428 0 227705 ACQUISITIONS:ACQUISITIONS BRING NEW STRENGTH TO THE COLLECTION. THE PERMANENT COLLECTION IS ALWAYS AT THE CORE OF OUR WORK. IN THE YEAR ENDED JUNE 30, 2012, 1,084 SUPERB OBJECTS WERE ACQUIRED ENRICHING EACH OF THE SEVEN CURATORIAL COLLECTING AREAS. 2683063 0 300312 OUTREACH AND EDUCATION:WITH A STRONG COMMITMENT TO OUTREACH AND EDUCATION, THE MIA COMPLEMENTS ITS COLLECTION AND EXHIBITIONS WITH A WIDE ARRAY OF PUBLIC PROGRAMS WHICH INCLUDE POPULAR YOUTH AND FAMILY PROGRAMS, STUDENT AND ADULT CLASSES, SEMINARS, LECTURES, DEMONSTRATIONS, CONCERTS, AND FILMS. THROUGH THE MUSEUMS COMPREHENSIVE SCHOOL SERVICES PROGRAM, EDUCATORS AND COMMUNITY VOLUNTEERS BROUGHT ART INTO THE LIVES OF STUDENTS, THROUGH BOTH CLASSROOM AND MUSEUM VISITS. 4984503 0 680851 A CULTURAL HIGHLIGHT OF THE TWIN CITIES, THE MINNEAPOLIS INSTITUTE OF ARTS (MIA) IS INTERNATIONALLY RENOWNED AS ONE OF THE GREAT ENCYCLOPEDIC FINE ART MUSEUMS. IN A BEAUTIFUL LANDMARK STRUCTURE NEAR DOWNTOWN MINNEAPOLIS, THE MUSEUM HOUSES A WORLD-CLASS COLLECTION OF MORE THAN 80,000 WORKS OF ART, REPRESENTING ARTISTIC TRADITIONS AND TREASURES SPANNING 5,000 YEARS. THE MIA, WITH ITS FREE ADMISSIONS POLICY, IS AN INVALUABLE RESOURCE TO THE COMMUNITY, WELCOMING VISITORS OF ALL AGES TO ENJOY THE WONDER AND BEAUTY OF ART.DURING THE 2012 FISCAL YEAR, 456,410 PEOPLE VISITED THE MIA, WITH AN ADDITIONAL 2.4 MILLION VIRTUAL VISITORS EXPLORING THE MUSEUMS COLLECTIONS AND EXHIBITIONS VIA ITS AWARD-WINNING WEB SITES, WWW.ARTSMIA.ORG AND WWW.ARTSCONNECTED.ORG. THE MIA HAD OVER 17,000 MEMBER HOUSEHOLDS DURING THE FISCAL YEAR.WITH A STRONG COMMITMENT TO OUTREACH AND EDUCATION, THE MIA COMPLEMENTS ITS COLLECTION AND EXHIBITIONS WITH A WIDE ARRAY OF PUBLIC PROGRAMS, CLASSES, LECTURES, AND SPECIAL EVENTS. THROUGH THE MIAS COMPREHENSIVE SCHOOL SERVICES PROGRAM, EDUCATORS AND COMMUNITY VOLUNTEERS DURING FISCAL YEAR 2012 BROUGHT ART INTO THE LIVES OF NEARLY 180,000 STUDENTS, THROUGH BOTH CLASSROOM AND MUSEUM VISITS. 4984503 680851 25534643 1 1 0 1 0 0 0 1 0 1 1 1 0 1 1 1 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 1 0 1 1 1 0 0 0 1 0 0 0 0 1 128 0 361 1 0 0 0 0 0 1 1 0 0 0 0 X 56 49 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X KRIS DAVIDSON 6128703064 2400 THIRD AVENUE SOUTH MINNEAPOLIS MN 55404 KAYWIN FELDMAN 40.00 X X 398256 0 28421 MICHAEL FRANCIS 1.00 X X 0 0 0 KIM ANDERSON 1.00 X 0 0 0 RICHARD ANDERSON 1.00 X 0 0 0 GARY BHOJWANI 1.00 X 0 0 0 MAURICE BLANKS 1.00 X 0 0 0 MICHAEL BOARDMAN 1.00 X 0 0 0 BLYTHE BRENDEN 1.00 X 0 0 0 RICHARD DAVIS 1.00 X 0 0 0 ERIC DAYTON 1.00 X 0 0 0 CURTIS DUNNAVAN 1.00 X 0 0 0 JANE EMISON 1.00 X 0 0 0 NANCY ENGH 1.00 X 0 0 0 GAYLE FUGUITT 1.00 X 0 0 0 WILLIAM HAWKINS 1.00 X 0 0 0 JOHM HIMLE 1.00 X X 0 0 0 SUSAN HOFF 1.00 X 0 0 0 JOHN HUSS 1.00 X 0 0 0 MARY INGEBRAND POHLAD 1.00 X X 0 0 0 HUBERT JOLY 1.00 X X 0 0 0 DIANE LILLY 1.00 X 0 0 0 REID MACDONALD 1.00 X 0 0 0 BETTY MACMILLAN 1.00 X 0 0 0 NIVIN MACMILLAN 1.00 X X 0 0 0 SIRI MARSHALL 1.00 X 0 0 0 SAM MCCULLOUGH 1.00 X 0 0 0 AL MCQUINN 1.00 X 0 0 0 LUCY CROSBY MITCHELL 1.00 X 0 0 0 LENI MOORE 1.00 X 0 0 0 SHEILA MORGAN 1.00 X 0 0 0 ROBERT W NELSON 1.00 X 0 0 0 MARY OLSON 1.00 X 0 0 0 MIKE OTT 1.00 X 0 0 0 LINDA PERLMAN 1.00 X 0 0 0 JOHN PRINCE 1.00 X 0 0 0 DAR REEDY 1.00 X 0 0 0 ABIGAIL ROSE 1.00 X 0 0 0 MARIANNE SHORT 1.00 X 0 0 0 ROGER SIT 1.00 X 0 0 0 ALEC SOTH 1.00 X 0 0 0 STEWART STENDER 1.00 X 0 0 0 ROBERT STEPHENS 1.00 X 0 0 0 RALPH STRANGIS 1.00 X 0 0 0 RICARDO TORRES 1.00 X 0 0 0 RICHARD VENEGAR 1.00 X 0 0 0 MICHAEL VOLPI 1.00 X 0 0 0 BETSY WEYERHAUESER 1.00 X 0 0 0 JOHN E ANDUS III 1.00 X 0 0 0 MARVIN BORMAN 1.00 X 0 0 0 SANDRA K BUTLER 1.00 X 0 0 0 BURTON COHEN 1.00 X 0 0 0 BRUCE B DAYTON 1.00 X 0 0 0 W JOHN DRISCOLL 1.00 X 0 0 0 BEVERLY GROSSMAN 1.00 X 0 0 0 AL HARRISON 1.00 X 0 0 0 MYRON KUNIN 1.00 X 0 0 0 DAVID M LEBEDOFF 1.00 X 0 0 0 CLINTON MORRISON 1.00 X 0 0 0 BOB ULRICH 1.00 X 0 0 0 GOVERNOR MARK DAYTON 1.00 X 0 0 0 MAYOR RT RYBAK 1.00 X 0 0 0 SENATOR SCOTT DIBBLE 1.00 X 0 0 0 SENATOR GEN OLSON 1.00 X 0 0 0 KATIE SEARLE 1.00 X 0 0 0 REP PAUL THISSEN 1.00 X 0 0 0 REP KURT ZELLERS 1.00 X 0 0 0 COMMISSIONER MIKE OPAT 1.00 X 0 0 0 COMMISSIONER ANITA TABB 1.00 X 0 0 0 CAROLYN DAHL 1.00 X 0 0 0 MICHELE CALLAHAN 40.00 X 79035 0 11921 PATRICIA GRAZZINI 40.00 X 310565 0 86861 MATTHEW WELCH 40.00 X 192845 0 15498 ELIZABETH ARMSTRONG 40.00 X 175488 0 21528 PATRICK NOON 40.00 X 159656 0 16786 KATHERINE HYATT-MILTON 40.00 X 132738 0 5696 JULIANNE AMENDOLA 40.00 X 146358 0 12933 THOMAS RASSIEUR 40.00 X 136550 0 12527 EIKE SCHMIDT 40.00 X 146224 0 7673 EVAN MAURER 40.00 X 60000 0 0 1937715 0 219844 13 1 1 0 MONTICELLO ASSOCIATES 1800 LARIMER ST SUITE 2100 DENVER CO 80202 INVESTMENT ADVISOR 250000 SIT INVESTMENT ASSOCIATES 90 S SEVENTH ST SUITE 4600 MINNEAPOLIS MN 55402 INVESTMENT MANAGEMENT 249216 METRO ELEVATOR 1721 MAIN ST HOPKINS MN 55343 ELEVATOR UPGRADES 226843 RESNICOW SCHROEDER ASSOCIATES INC 1995 BROADWAY 11TH FL NEW YORK NY 10023 PUBLIC RELATIONS 133310 MIDWEST ART CONSERVATION CENTER 2400 THIRD AVE S MINNEAPOLIS MN 55404 ART CONSERVATION SERVICES 127914 27 1445182 327197 11729069 9764090 1675514 23265538 RENTALS/REIMBURSEMENTS 532000 647526 647526 PROGRAM ADMISSIONS/FEE 900099 397190 397190 CLASSES AND PROGRAMS 900099 300312 300312 DEACCESSIONS 900099 227705 227705 CIRCLE MEMBERSHIP DUES 532000 33325 33325 1606058 5962433 5962433 190244604 187927924 2316680 2316680 2316680 138003 327197 167690 -29687 -29687 612737 311436 301301 301301 33422323 1606058 0 8550727 1315053 733512 464695 116846 60000 60000 12034155 9404388 1765478 864289 492120 334956 125986 31178 1429847 1032581 300677 96589 1001703 702285 234642 64776 250423 105427 144996 80468 80468 37500 37500 8750 8750 1114049 1114049 1535239 1059537 341853 133849 473282 453533 13096 6653 1700315 1417239 81837 201239 327078 283041 27490 16547 2873873 2672853 173982 27038 426210 345492 75949 4769 38592 17221 19434 1937 110790 110790 3713908 3504775 190430 18703 178626 178626 ACCESSIONS 2315633 2315633 MISCELLANEOUS 931005 925909 773 4323 UNRELATED BUSINESS INCO 311136 311136 DUES AND SUBSSCRIPTIONS 129031 47635 78799 2597 32888786 25534643 5442924 1911219 8152 9550 13107947 18028301 7568618 4979605 9405170 9171472 291946 319529 184491 328178 110259482 39036389 74497070 71223093 94231241 43979946 35899370 81717326 56965904 55327516 292159909 285084516 5534838 4131518 6264901 5835729 3000000 2901249 1277047 1164811 16076786 14033307 X 102300913 97708598 42909761 42916965 130872449 130425646 276083123 271051209 292159909 285084516 X 533537 -5565451 X 0 1 1 X 1 1 X 13497539 11615500 15175971 12526148 11769426 64584584 10964580 12022040 12400267 12184216 11496112 59067215 24462119 23637540 27576238 24710364 23265538 123651799 123651799 7855775 7600499 6206712 5236913 5962433 32862332 332981 -356764 97911 1653 75781 156589912 9442826 0.78970 0.78770 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: MISCELLANEOUS REVENUE RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 0 0 1 37500 0 0 37500 0 PART IV, SUPPLEMENTAL INFORMATION: THE LOBBYIST AND CONSULTANTS RETAINED BY THE MIA PROVIDE GENERAL COUNSEL REGARDING COMMUNITY, GOVERNMENT, AND NONPROFIT ISSUES. THE CONSULTANTS DID NOT LOBBY ON BEHALF OF THE MIA. X X X X 0 119266897 1191766 1127066 5762435 115823294 102589837 3879722 18027577 5230239 119266897 94076848 3736682 10077263 5300956 102589837 112280196 1074751 -13888032 5390067 94076848 0.16960 0.63460 0.19580 0 0 9056008 9056008 91226584 29448814 61777770 9740722 9587575 153147 236168 236168 71223093 HEDGED EQUITY FUNDS 23485122 F DODGE & COX INTERNATIONAL STOCK FUND 14572529 F PIMCO TOTAL RETURN INSTITUTIONAL FUND 14497709 F SEMPER VIC PARTNERS 24197248 F CAPITAL GUARDIAN 4964718 F 81717326 BENEFICIAL INTEREST IN PERPETUAL TRUSTS 55327516 55327516 AMOUNTS DUE TO BENEFICIARIES 1164811 1164811 33422323 32888786 533537 -5450512 -114939 -5565451 -5031914 27230143 -5450512 372381 -5078131 32308274 1114049 1114049 33422323 32262057 487320 487320 31774737 1114049 1114049 32888786 PART III, LINE 1A: PER THE STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 116, THE MIA HAS ELECTED THE OPTION TO NOT CAPITALIZE WORKS OF ART WHEN ACQUIRED THROUGH PURCHASE OR GIFT. IN MAKING THIS ELECTION, THE MIA CERTIFIES THAT ITS COLLECTIONS: -ARE HELD FOR PUBLIC EXHIBITION, EDUCATION, OR RESEARCH IN FURTHERANCE OF PUBLIC SERVICE RATHER THAN FINANCIAL GAIN; -ARE PROTECTED, KEPT UNENCUMBERED, CARED FOR, AND PRESERVED; AND -ARE SUBJECT TO AN ORGANIZATIONAL POLICY THAT REQUIRES THE PROCEEDS FROM SALES OF COLLECTION ITEMS TO BE USED TO ACQUIRE OTHER ITEMS FOR THE COLLECTIONS. WORKS OF ART THAT ARE ACQUIRED ARE NOT INCLUDED AS ASSETS IN THE STATEMENTS OF FINANCIAL POSITION. THE COST OF WORKS OF ART PURCHASED OR THE MARKET VALUE OF WORKS OF ART RECEIVED AS GIFTS IS NOT CAPITALIZED WHEN ACQUIRED. DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: NAMED ENDOWMENT FUNDS ESTABLISHED BY DONORS TO THE MIA PROVIDE AN ONGOING SOURCE OF INCOME FOR MUSEUM PROGRAMS AND ACQUISITION OF ART FOR THE MIA'S PERMANENT COLLECTION. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE MIA QUALIFIES AS A TAX-EXEMPT ORGANIZATION DESCRIBED IN SECTION 501(C)(3) AND IS NOT A PRIVATE FOUNDATION UNDER SECTION 509(A)(2) OF THE INTERNAL REVENUE CODE. HOWEVER, ANY UNRELATED BUSINESS INCOME MAY BE SUBJECT TO TAXATION. INCOME TAXES FOR UNRELATED BUSINESS INCOME ACTIVITIES ARE ACCRUED AND INCLUDED IN THE STATEMENT OF ACTIVITIES IN THE YEAR INCURRED. THE MIA'S ACCOUNTING POLICY PROVIDES THAT A TAX EXPENSE OR BENEFIT FROM AN UNCERTAIN TAX POSITION MAY BE RECOGNIZED WHEN IT IS MORE THAN LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINED UPON EXAMINATION, INCLUDING RESOLUTIONS OF ANY RELATED APPEALS OR LITIGATION PROCESSES, BASED ON THE TECHNICAL MERITS. THE MIA HAS NO UNCERTAIN TAX POSITIONS RESULTING IN AN ACCRUAL OR TAX EXPENSE OR BENEFIT. THE MIA'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL AND STATE AUTHORITIES. THE TAX RETURNS FOR THE YEARS 2009 THROUGH 2011 ARE OPEN TO EXAMINATION BY FEDERAL AND STATE AUTHORITIES. PART XI, LINE 8 - OTHER ADJUSTMENTS: LOSS ON BENEFICIARY AGREEMENTS -114,939. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENTS EXPENSES 167,690. COST OF GOODS SOLD AND FREIGHT IN - MUSEUM SHOP 311,436. DIFFERENCE IN DRAW - TRUSTS 8,194. LOSS ON BENEFICIARY AGREEMENTS -114,939. PART XIII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD AND FREIGHT IN - MUSEUM SHOP 311,436. SPECIAL EVENTS EXPENSES 167,690. DIFFERENCE IN DRAW - TRUSTS 8,194. REMBRANT GALA & SILENT AUCTION 395880 304592 91288 58500 6707 50797 5406 18478 PRINTS & DRAWINGS FAIR 69320 22605 46715 3728 14209 800 9065 465200 327197 138003 58500 10435 65006 6206 27543 167690 -29687 X X 1 1 X X X X X X 0 1 0 0 0 0 0 0 0 KAYWIN FELDMAN 367464 0 0 0 30792 0 22050 0 6371 0 426677 0 0 0 PATRICIA GRAZZINI 259833 0 0 0 50732 0 74059 0 12802 0 397426 0 0 0 MATTHEW WELCH 189849 0 0 0 2996 0 9588 0 5910 0 208343 0 0 0 ELIZABETH ARMSTRONG 172240 0 0 0 3248 0 9084 0 12444 0 197016 0 0 0 PATRICK NOON 159656 0 0 0 0 0 8323 0 8463 0 176442 0 0 0 JULIANNE AMENDOLA 144895 0 0 0 1463 0 7195 0 5738 0 159291 0 0 0 EIKE SCHMIDT 145477 0 0 0 747 0 1926 0 5747 0 153897 0 0 0 EVAN MAURER 0 0 0 0 60000 0 0 0 0 0 60000 0 0 0 PART I, LINE 1A TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: MOBILE COMMUNICATION DEVICE ALLOWANCE THE MIA PROVIDES A MONTHLY ALLOWANCE TO CERTAIN EMPLOYEES FOR BUSINESS USE OF PERSONALLY OWNED MOBILE COMMUNICATION DEVICES (CELL PHONES AND SMART PHONES), WHICH IS GROSSED UP FOR TAX PURPOSES AND TREATED AS TAXABLE COMPENSATION ON THE EMPLOYEES FORM W-2. PER POLICY, THE EMPLOYEES JOB DUTIES MUST NECESSITATE THE USE OF A MOBILE DEVICE FOR MIA BUSINESS FOR PURPOSES OF BUSINESS TRAVEL, DAILY/AFTER-HOUR COMMUNICATION, OR FOR EMERGENCIES. LISTED EMPLOYEES RECEIVING THIS ALLOWANCE PAYMENT INCLUDE: -DIRECTOR AND PRESIDENT -DEPUTY DIRECTOR AND COO (AND ASSISTANT TREASURER) -DIRECTOR OF ADMINISTRATIVE AFFAIRS (AND ASSISTANT CORPORATE SECRETARY) -DEPUTY DIRECTOR AND CHIEF CURATOR -DIRECTOR OF CAMP/CURATOR OF CONTEMPORARY ART -DIRECTOR OF EXTERNAL AFFAIRS -DIRECTOR OF DEVELOPMENT -DIRECTOR OF MEDIA & TECHNOLOGY -DIRECTOR OF LEARNING & INNOVATION HEALTH OR SOCIAL CLUB DUES OR INITIATION FEES: MIA MAINTAINS A MEMBERSHIP AT THE MINNEAPOLIS CLUB, A SOCIAL CLUB, IN THE NAME OF THE DIRECTOR AND PRESIDENT. THIS MEMBERSHIP IS USED BY THE MIA FOR HOSTING BUSINESS MEETINGS, BUT IS AVAILABLE TO THE DIRECTOR AND PRESIDENT FOR PERSONAL USE. MONTHLY DUES ARE TREATED AS TAXABLE COMPENSATION TO THE DIRECTOR AND PRESIDENT AND ARE GROSSED UP FOR TAX PURPOSES. AS COMPENSATION, THE MEMBERSHIP IS REVIEWED UNDER THE COMPENSATION POLICY. SEE SCHEDULE O FOR ADDITIONAL DETAIL ON THE PROCESS FOR DETERMINING COMPENSATION. PART I, LINE 4B PATRICIA GRAZZINI PARTICIPATES IN 457(B) AND 457(F) NON-QUALIFIED RETIREMENT PLANS APPROVED BY THE BOARD OF TRUSTEES ON DECEMBER 17, 2001. CONTRIBUTIONS FOR THESE PLANS ARE REFLECTED IN OTHER REPORTABLE COMPENSATION AND DEFERRED COMPENSATION. CONTRIBUTIONS AND CHANGE IN VALUE TO THE 457(F) PLAN FOR FISCAL YEAR 2012 TOTALED $52,009. RICHARD DAVIS - US BANK ELECTED TRUSTEE 190332 BANK/TRUSTEE/INVESTMENT MANAGEMENT FEES 0 SAM MCCULLOUGH - MIDWEST ART CONSERVATION CENTER ELECTED TRUSTEE 107538 ART CONSERVATION SERVICES 0 MICHAEL OTT - US BANK ELECTED TRUSTEE 190332 BANK/TRUSTEE/INVESTMENT MANAGEMENT FEES 0 ROGER SIT - SIT INVESTMENT ASSOCIATES ELECTED TRUSTEE 216778 INVESTMENT MANAGEMENT FEES 0 RALPH STRANGIS - SIT INVESTMENT ASSOCIATES ELECTED TRUSTEE 216778 INVESTMENT MANAGEMENT FEES 0 SCH L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS: THE MIA HAS HAD A LONG STANDING BANKING, TRUST ADMINISTRATION, AND INVESTMENT MANAGEMENT RELATIONSHIP WITH US BANK. MICHAEL OTT, MIA TRUSTEE, IS AN EMPLOYEE OF US BANK. RICHARD DAVIS, MIA TRUSTEE, IS AN EMPLOYEE AND EXECUTIVE OFFICER OF US BANK.THE MIA HAS CONTRACTED WITH SIT INVESTMENT ASSOCIATES FOR INVESTMENT MANAGEMENT. ROGER SIT, MIA TRUSTEE, IS EMPLOYED BY SIT INVESTMENT ASSOCIATES. RALPH STRANGIS, MIA TRUSTEE, IS A MEMBER OF THE BOARD OF DIRECTORS.THE MIA HAS CONTRACTED WITH MIDWEST ART CONSERVATION CENTER FOR CONSERVATION SERVICES. SAM MCCULLOUGH, MIA TRUSTEE, IS A MEMBER OF THE BOARD OF DIRECTORS. X 55 N/A - SEE PART II X 1 N/A - SEE PART II X 56 615933 QUOTED MARKET PRICES X 1 944170 FMV ON DATE RECEIVED X FUNDRAISING AUCTION ITEMS 9 58500 FMV ON GIFT DATE X AIRFARE 1 50000 FMV ON GIFT DATE X EXHIBITION SUPPLIES 2 5791 FMV ON GIFT DATE X HOTEL 1 1120 FMV ON GIFT DATE 20 0 1 1 THIRD PARTY USE: PART I, LINE 32B: THE MIA USES THE SERVICES OF A BROKERAGE FIRM TO SELL GIFTS OF SECURITIES. THE MIAS POLICY IS TO SELL THE GIFTS AS SOON AS POSSIBLE AFTER THE GIFT IS RECEIVED. GIFTS ARE VALUED USING THE AVERAGE OF THE QUOTED HIGH AND LOW PRICE AS OF THE GIFT DATE. NON REPORTING OF REVENUE: PART I, LINE 33: PER THE STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 116, THE MIA HAS ELECTED THE OPTION TO NOT CAPITALIZE WORKS OF ART WHEN ACQUIRED THROUGH PURCHASE OR GIFT. IN MAKING THIS ELECTION, THE MIA CERTIFIES THAT ITS COLLECTIONS: -ARE HELD FOR PUBLIC EXHIBITION, EDUCATION, OR RESEARCH IN FURTHERANCE OF PUBLIC SERVICE RATHER THAN FINANCIAL GAIN; -ARE PROTECTED, KEPT UNENCUMBERED, CARED FOR, AND PRESERVED; AND -ARE SUBJECT TO AN ORGANIZATIONAL POLICY THAT REQUIRES THE PROCEEDS FROM SALES OF COLLECTION ITEMS TO BE USED TO ACQUIRE OTHER ITEMS FOR THE COLLECTIONS. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE CONSISTS OF THE CHAIR, VICE CHAIRS, SECRETARY, TREASURER, DIRECTOR, AND CHAIR OF EACH COMMITTEE OF THE BOARD. THE PRIMARY PURPOSE OF THE EXECUTIVE COMMITTEE IS TO ASSIST THE BOARD IN FULFILLING ITS RESPONSIBILITIES WHEN IT IS NOT PRACTICAL OR FEASIBLE FOR THE FULL BOARD TO MEET AND DURING INTERVALS BETWEEN THE MEETINGS OF THE BOARD. IN THE EXERCISE OF SUCH POWERS, THE COMMITTEE IS RESPONSIBLE TO THE BOARD FOR ALL OF SUCH ACTS. FORM 990, PART VI, SECTION A, LINE 6 PER THE BY-LAWS, ANY PERSON OR CORPORATION WHO PAYS THE SOCIETY AN ANNUAL MEMBERSHIP FEE IS CONSIDERED A MEMBER. FORM 990, PART VI, SECTION A, LINE 7A MEMBERS OF THE MIA APPROVE A SLATE OF CANDIDATES AND THE SIZE OF THE BOARD AS PRESENTED BY THE GOVERNING BODY EACH YEAR AT THE MEMBERS' ANNUAL MEETING. THE BOARD MAY ELECT, AT ITS DISCRETION, BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE BOARD UPON RECOMMENDATION OF THE GOVERNANCE AND NOMINATING COMMITTEE, ONE OR MORE LIFE TRUSTEES. THIS HONOR IS THE HIGHEST LEVEL OF RECOGNITION CONFERRED BY THE BOARD UPON SELECTED INDIVIDUALS FROM AMONG MEMBERS OF THE SOCIETY AND ACKNOWLEDGES EXCEPTIONAL DEDICATION AND COMMITMENT TO THE SOCIETY OVER AN EXTENDED NUMBER OF YEARS. AN ELECTIVE TRUSTEE SHALL BECOME ELIGIBLE FOR ELECTION AS A LIFE TRUSTEE UPON EXPIRATION OF ONE YEAR FROM THE DATE WHEN HIS OR HER TERM OF ELECTIVE TRUSTEESHIP SHALL HAVE EXPIRED. LIFE TRUSTEES SHALL HAVE ALL THE PRIVILEGES OF ELECTIVE TRUSTEES FOR THEIR LIFETIME. THE BOARD OF TRUSTEES INCLUDES THE FOLLOWING PERSONS, UPON HIS OR HER ACCEPTANCE THAT ARE TRUSTEES BY VIRTUE OF THEIR OFFICE: THE GOVERNOR OF THE STATE OF MINNESOTA, THE MAYOR OF THE CITY OF MINNEAPOLIS, TWO MEMBERS OF EACH OF THE MINNESOTA SENATE AND HOUSE OF REPRESENTATIVES WHO RESIDE IN HENNEPIN COUNTY, AS FROM TIME TO TIME MAY BE APPOINTED BY THE EXECUTIVE COMMITTEE OF THE SOCIETY, ONE MEMBER OF EACH OF THE BOARD OF HENNEPIN COUNTY COMMISSIONERS AND THE MINNEAPOLIS PARK AND RECREATION BOARD, AS FROM TIME TO TIME MAY BE APPOINTED BY THE EXECUTIVE COMMITTEE OF THE SOCIETY, AND THE PRESIDENT OF THE FRIENDS OF THE INSTITUTE. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS PREPARED BY A PROFESSIONAL ACCOUNTING FIRM FROM INFORMATION PROVIDED BY THE MIA. THE CONTROLLER AND DEPUTY DIRECTOR OF THE MIA THEN REVIEW THE FORM FOR ACCURACY. A COPY OF THE DRAFT FORM IS FIRST PROVIDED TO MEMBERS OF THE AUDIT AND EXECUTIVE COMMITTEES FOR REVIEW AND DISCUSSION PRIOR TO FILING. UPON THEIR REVIEW, A FINAL COPY IS PROVIDED TO THE FULL BOARD OF TRUSTEES. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, ALL MEMBERS OF THE BOARD OF TRUSTEES ARE ASKED TO COMPLETE A DISCLOSURE STATEMENT. EACH TRUSTEE IS RESPONSIBLE TO REPORT DEVELOPMENTS RELATIVE TO ACTIVITIES AS DEFINED IN THE MIAS BYLAWS. IF SUCH A DEVELOPMENT ARISES AFTER COMPLETING THE ANNUAL DISCLOSURE FORM, THE TRUSTEE IS ASKED TO DISCLOSE TO THE BOARD ANY POSSIBLE CONFLICT OF INTEREST AT THE EARLIEST PRACTICABLE TIME. DISCLOSURE STATEMENTS ARE REVIEWED BY THE EXECUTIVE COMMITTEE AND THE POLICY MANAGEMENT TEAM. NO TRUSTEE SHALL VOTE ON ANY MATTER, UNDER CONSIDERATION OR AT A BOARD OR COMMITTEE MEETING, IN WHICH SUCH TRUSTEE HAS A CONFLICT OF INTEREST. THE MINUTES OF ANY SUCH MEETING WILL REFLECT THAT A DISCLOSURE WAS MADE AND THAT THE TRUSTEE HAVING A CONFLICT OF INTEREST ABSTAINED FROM VOTING. FORM 990, PART VI, SECTION B, LINE 15 IT IS THE POLICY OF THE (MIA) THAT THE COMPENSATION PAID TO ITS EMPLOYEES IS REASONABLE AND COMPETITIVE IN RELATION TO COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS, SUBJECT TO BUDGETARY CONSIDERATIONS THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES SERVES AS THE COMPENSATION COMMITTEE (THE COMMITTEE) AND IS RESPONSIBLE FOR COMPLIANCE WITH THE COMPENSATION POLICIES AND PROCEDURES. MEMBERS OF THE COMMITTEE WITH A CONFLICT OF INTEREST MUST RECUSE HIMSELF OR HERSELF FROM SUCH ACTION AND MAY NOT PARTICIPATE IN NOR BE PRESENT DURING ANY DISCUSSIONS, DELIBERATIONS OR DECISIONS. THE COMMITTEE SETS THE COMPENSATION OF THE DIRECTOR & PRESIDENT AND APPROVES THE COMPENSATION OF ALL POSITIONS REPORTED ON FORM 990. THE DIRECTOR & PRESIDENT SETS THE COMPENSATION OF ALL OTHER EMPLOYEES. ACCOMPANYING THE POLICY IS A SET OF BOARD-APPROVED PROCEDURES. THE COMMITTEE AND THE DIRECTOR & PRESIDENT OBTAIN AND USE COMPARABILITY DATA PRIOR TO AND IN CONNECTION WITH THE DETERMINATION AND APPROVAL OF ALL COMPENSATION. THE COMPARABILITY DATA INCLUDES BUT IS NOT LIMITED TO: CURRENT COMPENSATION AND BENEFITS DATA FROM COMPARABLE TAX-EXEMPT AND, IN SOME CASES, TAXABLE ORGANIZATIONS, FOR FUNCTIONALLY COMPARABLE POSITIONS REQUIRING SIMILAR SKILLS, EDUCATION, AND EXPERIENCE; THE LOCATION OF THE ORGANIZATION (INCLUDING THE AVAILABILITY OF QUALIFIED PEOPLE IN THE GEOGRAPHIC AREA); INDEPENDENT PAY SURVEYS BY NATIONALLY RECOGNIZED FIRMS; ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF THE PERSON; THE NUMBER OF EMPLOYEES AND THE ASSETS, BUDGET OR REVENUES SUPERVISED; AND ANY UNUSUAL CHALLENGES. THE COMMITTEE AND THE DIRECTOR & PRESIDENT ARE REQUIRED TO DOCUMENT ALL ASPECTS OF ALL PROCEEDINGS REGARDING THE COMPARABILITY DATA AS WELL AS THE APPROVAL OF ALL COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 THE SOCIETY MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -5,450,512. LOSS ON BENEFICIARY AGREEMENTS -114,939. TOTAL TO FORM 990, PART XI, LINE 5: -5,565,451. CHARITABLE REMAINDER UNITRUST (1) 2400 THIRD AVENUE SOUTH MINNEAPOLIS MN 55404 INVESTMENT MN MINNEAPOLIS INSTITUTE OF ARTS T CHARITABLE TRUST (2) 2400 THIRD AVENUE SOUTH MINNEAPOLIS MN 55404 INVESTMENT MN MINNEAPOLIS INSTITUTE OF ARTS T 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0