Northwestern University

“The university does not have local chapters, branches, lodges, units or similar affiliates. As described in schedule f, the university has one international campus, located in doha, qatar. The university has a number of affiliation agreements and arrangements with other research and educational institutions but the university does not have authority to exercise supervision and control of such institutions.”

“The university does not have a written policy regarding joint ventures in general. However, joint venture agreements are reviewed by the university's office of general counsel to evaluate whether the agreement furthers the mission of the university and to ensure the safeguarding of university's assets. The university also has guidelines concerning joint ventures in its technology transfer and investment policies.”

“Executive Committee of the Board of Trustees is comprised of 24 members of the governing body. The Executive Committee may exercise the power of the Board of Trustees between meetings with respect to ordinary business transactions.”

“Jay C. Hoag and Patrick G. Ryan Jr. - Business relationship, M. Jude Reyes and A. Steven Crown - Business relationship, M. Jude Reyes and Patrick Ryan Jr. - Business relationship, M. Jude Reyes and Frederick H. Waddell - Business relationship, David B. Weinberg and M. Jude Reyes - Business relationship, Miles D. White and William A. Osborn - Business relationship, Muneer A. Satter and Patrick Ryan Jr. - Business relationship, Frederick H. Waddell and William A. Osborn - Business relationship, Frederick H. Waddell and Virginia Rometty - Business relationship, Frederick H. Waddell and Charles A. Tribett III - Business relationship”

“Alex darragh's services as vice president for facilities management were contracted for from an unrelated party, cbre group, inc.”

“The following changes were implemented to the Bylaws of the University during the tax year. The Executive Committee has a minimum of thirteen members, which was increased from eleven. The term of the Chair of the Board may be extended by one-year period by majority vote of the Board. The Chair of the Board may be self-appointed on any Board Committee. Subcommittees of the Board may be appointed and execute such responsibilities as a Committee of the Board. By majority vote of the Committee of the Board, individuals of the age of 70 may continue to serve on the Board. Board conflicts of interest are first disclosed to the University instead of the Board of Trustees. The Board may delegate responsibilities of the Treasurer to certain Officers of the University and delegate authority to such Officers to open and operate bank accounts in the University's name.”

“An electronic copy of the University's final Form 990 (including all required schedules), was provided to each voting member of the University's governing body prior to filing. That version of the Form 990 is identical to the one ultimately filed with the IRS. Prior to providing a copy to the governing body, a draft of the Form 990 was provided for review to the Audit, Risk, and Compliance Committee of the Board of Trustees, which is comprised of a subset of members from the governing body who review the accounting procedures and controls of the University.”

“University Bylaws and Statutes require that any conflict of interest of any Trustee, Officer or their immediate families be disclosed to the University in writing. An Officer shall call any conflict of interest to the attention of the President (unless the conflict is on the part of the President, in which case it shall be called to the attention of the Vice President and General Counsel and the Chair of the Board of Trustees). If the matter is being considered by the Board of Trustees or one of its committees, such Officer is not permitted to participate in or make recommendations about the conflict of interest under discussion, except to the extent the Officer is required by the Trustees of other officers to answer pertinent questions related to the conflict. A Trustee having a conflict of interest shall call it to the attention of the Board or committee and shall abstain on voting on the subject. The Trustee is encouraged to answer pertinent questions when his/her knowledge of the subject will assist the Board or any of its committees. In addition, Trustees are subject to a Conflict of Interest Policy, which has been adopted by the Board of Trustees. Potential conflicts of interest are further scrutinized under a University investment policy governing Trustee Relationship Investments whereby, among other things, affected trustees must recuse themselves from any discussion and vote related to the investment. Pursuant to the University's staff and faculty Conflict of Interest Policies, employees are required to disclose potential conflicts of interest to the University on an annual basis. Employees receive annual reminders to complete a conflict of interest questionnaire and responses are submitted electronically and reviewed by each employee's supervisor. Potential conflicts are further reviewed by the University's Department of Human Resources and action taken by senior management as needed.”

“The Compensation Committee of the Board includes members of the University's governing body who are not related or controlled by the employees whose compensation they are reviewing. To assess the reasonableness of employee compensation, the compensation committee of the Board relies on (i) formal survey and comparability data prepared and compiled by an outside consultant who has expertise in the field of executive compensation assessment and benchmarking and (ii) compensation recommendations from the President and Provost for their direct reports. The Compensation Committee of the Board meets every June for the purpose of reviewing and approving executive compensation recommendations for the next fiscal year. After review and the approval, the Committee's decisions are documented with internal communications to executive leadership except that the President's compensation is communicated solely to the Vice President & General Counsel. The offices of the President, Provost and Executive Vice President separately then send the final compensation decisions to the payroll department and the Vice President of Human Resources for implementation and processing other than the compensation information of the President, which is provided by the Vice President & General Counsel to the Vice President of Human Resources.”

“Compensation Committee of the Board reviewed and approved compensation of all current officers listed in Part VII, Section who received compensation in calendar year 2018.”

“Governing documents: The University maintains an Office for Global Marketing and Communication where information requests from the public are processed. The organizing document by which the University was created, its charter, is available upon request. The University's employee conflict of interest policy and financial statements are available on the University website.”

“Alex Darragh's services as Vice President for Facilities Management were contracted for from an unrelated party, CBRE Group, Inc. $241,891 fees invoiced by the third party for such services.”

“Plant - Total Revenue: 14159370, Related or Exempt Function Revenue: 14159370, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“- Total Revenue: 224645, Related or Exempt Function Revenue: , Unrelated Business Revenue: 224645, Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Change in value of derivative instruments - -3071967;”

“Program-related investments represent student loans disbursed during students' enrollment in international programs.”

“Grants or other assistance are awarded to foreign organizations or entities pursuant to the University policies and procedures for all grant subawards. Such subawards are monitored through the University's office for Sponsored Research (OSR) and the University's office of Accounting Services for Research and Sponsored Programs (ASRSP). All subaward documentation including purchase orders, related charges and invoices are reviewed and monitored by ASRSP and confirmed with the principal investigator. The principal investigator must certify that the subaward costs are in accordance with the Office of Management and Budget's (OMB) Uniform Guidance (Uniform Administrative Requirements, Cost Principles, and Audit Requirements); also, ASRSP requests and collects audit reports from subaward recipients to monitor compliance, as required by the Uniform Guidance. If the information is not furnished to ASRSP, payment may be withheld.”

“The Chief Investment Officer received incentive compensation which was in part calculated contingent on the performance of the University's long term investments. Prior to becoming an officer, Craig Johnson received a bonus of which a nominal percentage was tied to revenue.”

“The President and nine interested persons received a non-fixed payment related to a recognition bonus. One officer was offered non-fixed payment related to apparel and tickets.”