Licr Fund Inc

“Each of the directors of licr fund, inc ("the fund") is also a director of the ludwig institute for cancer research ltd ("licr"), which is the supported organization of the fund. Xing chen, who is a director and officer of the fund, is also a director and officer of the ludwig group, inc and universe tankships, inc. Christopher t. Conroy, who is an officer of the fund, is also a director and officer of the ludwig group, inc. And universe tankships, inc. Edward a. Mcdermott, jr., who is a director of the fund, was a director of the ludwig group, inc. And universe tankships, inc. Through june 30, 2024.”

“The ludwig group, inc. ("lgi"), a 100% subsidiary of the ludwig institute for cancer rerearch, ltd provides management and administrative services to licr fund, inc. Under a formal service agreement. Services provided include accounting support and preparing u.s. Government filings, as well as personnel services and related facilities and equipment support. The following officers and directors of licr fund, inc. Are compensated by lgi. Compensation for these individuals listed on form 990, part vii is paid by lgi. These individuals' services to the fund are billed to the fund by lgi: edward a. Mcdermott, jr. - director xing chen - director, president & chief investment officer avantika patel - vice president christopher t. Conroy - treasurer edward a. Mcdermott, jr. Retired from lgi on june 30, 2024. Beginning july 1, he was compensated by licr fund directly as a director.”

“The organization is a nonprofit, nonstock membership corporation incorporated in the state of delaware. The organization's governing documents provide that its members shall be the same persons as the members of the board of directors of the ludwig institute for cancer research ltd ("licr") then in office. Licr is a swiss medical research organization of which the organization is a supporting organization under section 509(a)(3) of the internal revenue code. The organization's governing documents also provide that the members of the organization shall constitute its board of directors. In other words, the members of the organization's board of directors are the same as its members. While the organization's governing documents provide that the members of the organization's board of directors shall elect the members of the board at its annual meeting, the board's authority is in effect limited to carrying out decisions in this regard made by the board of directors of licr, who are themselves elected by the trustees of the licr charitable trust, a bermuda trust recognized by the irs as an exempt supporting organization of licr under sections 501(c)(3) and 509(a)(3) of the internal revenue code, whose primary purpose is to administer, devote, and apply its assets to further the charitable and scientific purposes of licr.”

“Certain directors of the organization also serve as trustees of the licr charitable trust ("the trust"), a related organization whose primary purpose is to administer, devote, and apply its assets to further the charitable and scientific purposes of the ludwig institute for cancer research ltd ("licr"). As the majority shareholder of licr, the trust has the authority to elect and remove members of the board of directors as stated in the governing documents of licr. Four of the directors of the organization also serve as trustees of the trust and hold the authority to elect the institute's board of directors.”

“Under governing delaware law, certain governance decisions are reserved to the members of the organization, including amendment of the organization's bylaws, merger of the organization with another nonstock corporation, and dissolution of the organization.”

“The fund's form 990 is reviewed at several levels. The fund's management and external tax counsel review the draft form 990. Following these reviews, the chairperson of the audit committee and the president of the fund review the draft return prior to presenting it to the audit committee for further review. The final draft of form 990 is then presented to the fund's board of directors prior to its submission to the internal revenue service.”

“The fund has a written conflict of interest policy which was last updated in 2018. Annually, all members of the board of directors and officers are required to disclose any conflicts of interest by completing a conflict of interest questionnaire. The completed questionnaires of the members of the board of directors and executive officers are reviewed by the compliance and risk officer of the institute. Those containing any disclosures or potential conflicts of interest are referred to the chairperson of the audit committee and, if appropriate, to the audit committee. At this time, it is also confirmed to the audit committee chairperson that the other individuals had not reported any disclosures or potential conflicts of interest. Following this annual disclosure, if a conflict of interest is subsequently deemed to exist, it is the duty of the individual with the conflict to disclose it. For all cases where a conflict of interest exists, the matter is recorded in the minutes of the audit committee or the board. Where the conflict concerns any board or committee member, he or she is not permitted to participate in any vote or deliberation on the matter nor be counted in determining the existence of a quorum for the purposes of any action of the board or committee considering the matter.”

“The officers of licr fund, inc. Are appointed by the board of directors. Licr fund, inc. Is party to an agreement with the ludwig group, inc. ("lgi") whereby lgi provides management and administrative services as needed by licr fund, inc. The following officers and directors of licr fund, inc. Are employed and paid by lgi: edward a. Mcdermott, jr.- director xing chen - director, president & chief investment officer avantika patel - vice president christopher t. Conroy - treasurer edward a. Mcdermott, jr. Retired from lgi on june 30, 2024. Beginning july 1, he was compensated by licr fund directly as a director. The secretary to the board of licr fund, inc., alexander borissov, is also the risk and compliance officer and secretary to the board of ludwig institute for cancer research ltd ("the institute") and is employed and paid by the institute. All adjustments to the compensation of the board of directors, the president and chief investment officer are reviewed and approved by the fund's compensation committee, which consists of no less than three independent members of the board. Increases are effected following surveys carried out by independent compensation consultants. (see sch. O for sch. J, part i, line 3 for additional information). Comparability studies are carried out approximately every three years, most recently in september of 2024. Organizations selected for peer analysis in the comparability surveys are intended to capture competitor organizations of similar size, revenue/operating budget, and industry relevance to the fund. Minutes of the review and decisions made by the compensation committee are kept and, once approved at a subsequent meeting of the committee, are signed by the chairperson and the secretary. The compensation committee's decisions are reported to the board of directors and details recorded in the minutes of the board meetings. Adjustments to the compensation of the vice president and treasurer are reviewed and approved by the management of lgi. Adjustments to the compensation of the secretary to the board are reviewed and approved by the management of the institute. The majority of working time of the president & chief investment officer, and the vice president is devoted to licr fund, inc. Activities. The compensation arrangements of the president & chief investment officer and the vice president include participation in the lgi investment management incentive compensation plan ("the plan") as described in sch. J, part iii. Minutes of the deliberations of all committee and board meetings of licr fund, inc. And ludwig institute for cancer research ltd are kept and are subsequently approved by the respective committee or board of directors.”

“Licr fund, inc. Makes its financial statements available to the public on its website. (https://www.ludwigcancerresearch.org/disclosures/) licr fund, inc.'s governing documents, conflict of interest policy, and forms 990 and 990-t are available upon request at its office in new york.”

“Licr fund inc.'s financial statements are prepared in accordance with u.s. Generally accepted accounting principles. In addition, licr fund, inc.'s financial information is included in the consolidated financial statements of the ludwig institute for cancer research ltd, which are prepared in accordance with swiss gaap fer.”