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 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 Controller 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 governance 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 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.”

“Income from pass-through: (45,326,161)”