Iowa State University Foundation

“As of the effective date of the Amended and Restated Bylaws, the Corporation has members, which are known as the "Iowa State University Foundation Governors." Each member shall serve until death or until resignation or removal pursuant to the Amended and Restated Bylaws. Additional persons may become members upon nomination by another member, followed by recommendation by the governance committee, approval by the board of directors and election by the Corporation's members at any annual or special meeting. The affairs and business of the Corporation shall be conducted by a board of directors.”

“The board of directors is composed of up to nineteen (19) directors allocated among four classes of directors. A) Class A directors shall be between ten (10) and twelve (12) in number, and shall be elected from and by the members of the corporation upon nomination by the governance committee and approval by the board of directors. The term of each Class A director shall commence with the start of the Corporation's fiscal year immediately following such director's election and shall continue until the expiration of the fourth fiscal year thereafter, provided, however, that any director elected to fill a vacancy shall serve for the remainder of the vacated term. Each Class A director may serve up to two (2) terms, which may be consecutive. B) Class B directors shall be no more than four (4) in number, and shall consist of those individuals who are members of the corporation who are not then-currently serving as Class A directors, but who are nevertheless nominated by the Chair and selected by the Board to serve as a chair of one of the following committees of the board; (I) Audit Committee, (II)Development Committee (or Campaign Committee), (III) Finance Committee, and (IV) Investment Committee. Class B directors shall serve for the duration of their chairship. C) The corporation shall have one (1) Class C director who shall be the individual then-serving as President or Interim President of Iowa State University. The Class C director shall serve for the duration of his or her tenure as President or Interim President of Iowa State University. D) The corporation may have up to two (2) Class D directors, who may or may not be members of the corporation, appointed by the Board of Directors at a regular or special meeting. The term of each Class D director shall be designated by the board of directors upon such appointment. Appointment of Class D directors, if any, shall be within the discretion of the board.”

“Each active member of the corporation present shall be entitled to one vote on any question properly coming before the members at an annual or special meeting. While the affairs and business of the corporation are directed to and conducted by the board of directors, the members of the corporation shall be responsible for approval of Class A directors and any amendments to the Articles of Incorporation.”

“The information for Form 990 is prepared and compiled by the finance staff of the Iowa State University Foundation and provided to KPMG LLP. After inputting the data into their tax software, an initial draft of the Form 990 is provided to the Foundation for review by the Assistant Vice President of Investments and the Chief Financial and Administrative Officer. After incorporating any changes and completing their review, KPMG provides a final draft for presentation to the ISU Foundation audit committee for review and approval. After approval by the audit committee, the Form 990 is provided to the ISU Foundation Board of Directors for their review prior to filing. The Form 990 is then electronically filed with the IRS by KPMG.”

“The Iowa State University Foundation, on an annual basis, provides a copy of the conflict of interest policy to all responsible persons, including the Board of Directors, committee members, and all employees who influence the actions of the ISU Foundation. Responsible persons are asked to review the policy and disclose any conflicts of interest as outlined in the policy on an annual basis. Disclosed conflicts are reviewed by the audit committee and are handled on an individual basis. Completed disclosure forms are retained in the Foundation's permanent file.”

“Any change to compensation for the President of the Iowa State University Foundation is authorized by the executive committee of the Board of Directors, acting as the entity's compensation committee. The President's compensation is determined by the executive committee based upon the recommendation of the Chair. The Chair's recommendation is based on 1) Gathering information regarding compensation being paid to persons in comparable positions around the country (prepared by the Human Resources Administrator); 2) Soliciting a self-evaluation from the President, together with evaluations from anyone else the Chair deems appropriate; 3) Conducting a performance review with the President and establishing new objectives for the year; and 4) Evaluating with other members of the committee the performance in light of the objectives established at the beginning of the year. Compensation related to the senior leadership team is determined by the President of the Foundation, who is also advised by Board members in regards to qualification standards. Compensation information for the President and the Foundation leadership is shared with the Board of Directors.”

“Because of its participation in various investments that require the execution of limited partnership agreements (see Schedule D, Part VII), the ISU Foundation answers "yes" to Line 16a. However, as Line 16b relates to a true joint venture arrangement whereby the organization negotiates with other members of the venture (in contrast to the Foundation's passive investment approach), this line is answered "no."”

“Copies of all of the ISU Foundation's governing documents and conflict of interest policy can be requested through the ISU Foundation office. The financial statements and tax returns for the past three years are also provided on the ISU Foundation's website.”

“ORGANIZATION'S MISSION: IOWA STATE UNIVERSITY FOUNDATION'S MISSION IS TO INSPIRE PHILANTHROPY TO ADVANCE IOWA STATE UNIVERSITY'S MISSION TO SHARE, AND APPLY KNOWLEDGE TO MAKE IOWA AND THE WORLD A BETTER PLACE." THE FOUNDATION MAXIMIZES PHILANTHROPY IN SUPPORT OF IOWA STATE UNIVERSITY - ITS STUDENTS, FACULTY AND PROGRAMS. THIS IS ACCOMPLISHED BY PROMOTING AND NURTURING VOLUNTEERISM AND PHILANTHROPY, COLLABORATINGAND BUILDING PARTNERSHIPS WITH UNIVERSITY ADMINISTRATORS AND FACULTY, BUILDING LONG-TERM RELATIONSHIPS WITH DONORS WHILE REPRESENTING THEIR NEEDS AND INTERESTS, OPERATING WITH OPENNESS AND TRANSPARENCY WHILE HONORING DONORS' PRIVACY, AND PROVIDING FOUNDATION STAFF AND VOLUNTEERS WITH THE TOOLS AND RESOURCES NEEDED TO ACHIEVE THESE GOALS. THE FOUNDATION RAISED MORE THAN $235 MILLION IN NEW GIFTS AND COMMITMENTS FOR THE YEAR ENDING ON JUNE 30, 2017. THESE RESULTS WERE DUE TO THE GENEROUS SUPPORT OF MORE THAN 27,000 BENEFACTORS, INCLUDING NEARLY 5,000 FIRST-TIME DONORS. AS A LAND-GRANT UNIVERSITY, IOWA STATE IS COMMITTED TO THE MISSION OF PROVIDING OPPORTUNITIES FOR STUDENTS OF ALL BACKGROUNDS TO ACCESS AND OBTAIN A HIGH-QUALITY COLLEGE EDUCATION. ON SEPTEMBER 30, 2016, THE IOWA STATE UNIVERSITY FOUNDATION PUBLICALLY LAUNCHED FOREVER TRUE, FOR IOWA STATE, AN EIGHT-YEAR CAMPAIGN WITH A GOAL TO RAISE $1.1 BILLION, WHICH SUPPORTS THE UNIVERSITY'S VISION TO MAKE IOWA STATE THE PREMIER LAND-GRANT UNIVERSITY FOR THE 21ST CENTURY. CAMPAIGN PRIORITIES INCLUDE FUNDING FOR RESEARCH, FACULTY, STUDENT SCHOLARSHIP, NEW FACILITIES, AND INNOVATIVE PROGRAMMING, AMONG OTHERS. FUNDS RAISED DURING THIS CAMPAIGN HAVE THE POTENTIAL TO TRULY TRANSFORM THE UNIVERSITY. AS OF JUNE 30, 2017, CAMPAIGN SUPPORT HAS SURPASSED $747 MILLION. Form 990, Part VI, Line 4 The Seventh Amended and Restated Articles of Incorporation and the Fifth Amended and Restated Bylaws were adopted by Iowa State University Founadation on April 7, 2017. The adopteed articles and bylaws included the following changes: 1) Removal of the cap on the number of active members. Prior to April 7, 2017, the articles and bylaws specifically noted that active members of the corporation were not to exceed 200 in number. The adopted guidelines state, "Additional persons may become members upon nomination by another member, recommendation by the Governance committee and election at any annual or special meeting. 2) Redefined quorum to be 60. Prior to April 7, 2017, quorum was defined as 30 members or 25% the active members. The adopted guidelines state, "A quorum of the members shall consist of 60 of the active members. No annual or special meeting of the members may occur, and no business may be transacted, unless quorum is present.”

“On December 31, 2016, the Foundation was gifted 687,577 Class A units of Curriculum Associates, LLC, resulting in the Foundation having a noncontrolling majority equity interest in the company. Curriculum Associates, LLC is located in Billerica, Massachusetts and provides print and digital products to public schools across the country. As a condition of the gift, a portion of the Foundations net proceeds upon the sale of the company are to be transferred to an unrelated charitable organization. The amount to be transferred to the unrelated organization is based on the amount of the net proceeds received by the Foundation, not to exceed $50 million. The initial gift on December 31, 2016 was recorded as a contribution for $92.9 million. This is the estimated fair value of the gift ($120.9 million), less the portion due to the unrelated charitable organization ($28 million) based on the initial fair value of the investment. As of June 30, 2017, the investment was valued at $221 million. This fair value estimate was based on the sale of Curriculum Associates that occurred in October 2017. The Foundation has recorded a liability totaling $50 million, as the amount due to an unrelated organization and will be paid upon receipt of the sale proceeds. Additionally, the Foundation has recorded a deferred tax liability totaling $25,879,038, based on temporary differences between the book and tax basis of the gifted units of Curriculum Associates at June 30, 2017.”