The Kansas University Endowment Association

“Deanell reece tacha, m.d. Michaelis, robert taylor, and kurt watson have a business relationship.”

“The bylaws of the organization were amended as of january 14, 2016. The amendments primarily included: 1) revisions to sections that were relevant at the time the bylaws were revised in 2008 but are now outdated; 2) minor revisions that will provide greater flexibility for the age requirement for a chair's first term and the naming of an assistant secretary and allow for one additional member of each committee; and 3) a rewritten conflict of interest section including a new provision for conflict of interest on personnel matters. See schedule o response to part vi, line 12c, for updated language related to conflict of interest procedures.”

“The bylaws of the organization provide for a board of trustees to be comprised of 50 to 75 members, none of which receive compensation for their position as trustee. The board of trustees are reserved a limited number of powers which include: 1.) election or removal or to fill vacancies in the executive committee; and 2.) election of the chair of the executive committee. The other powers provided to the members of the board of trustees are outlined in the explanation to question 7b below.”

“The limited powers of the members of the board of trustees of the organization also include: 1.) election or removal or to fill vacancies of the members of the board of trustees; 2.) change in the number of members of the board of trustees; 3.) amendment of the articles of incorporation; and 4.) liquidation or dissolution of ku endowment, or disposition of all, or substantially all, of the assets of ku endowment, or any merger of ku endowment into or with another corporation. The bylaws do not grant the members of the board of trustees any other powers other than those indicated above. A full list of the members of the board of trustees can be found on the organization's website: www.kuendowment.org”

“Form 990 is prepared internally by the director, tax, compliance, and operations. An internal review of the return is completed by appropriate ku endowment personnel. An external tax preparer then completes a review of the return. A draft copy of form 990 is provided to the audit committee to review and recommend revisions. Any such recommendations are provided in a timely manner to incorporate them in the return before transmittal to the irs. The audit committee reviews the 990 on behalf of the governing body (the executive committee) and recommends approval of the 990 by the executive committee. The final version of the 990 is placed on the trustee intranet for the executive committee to review prior to filing. After transmittal of the final return to the irs, a copy of the return is placed on the organization's public website.”

“An annual conflict of interest disclosure is requested from all current members of the board of trustees, officers and employees. To monitor and enforce compliance with the conflict of interest policy, the following procedures have been established: 1. Duty to disclose in connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interests to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. 2. Determining whether a conflict of interest exists after disclosure of the financial interest, the interested person shall leave the portion of the trustee, executive committee or committee meeting during which the financial interest is discussed and voted upon by the remaining trustees, executive committee members or committee members, as the case may be, which other trustees or members shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest (a) the trustees, executive committee or committee, as the case may be, shall comply with all applicable laws and ku endowment policies in considering a transaction or arrangement between ku endowment in which it has been determined that a conflict of interest exists. (b) after exercising all due diligence required by applicable law or ku endowment's policies and any additional due diligence that may be deemed appropriate under the circumstances by the disinterested trustees, executive committee members or committee members, as the case may be, the executive committee or committee shall determine by a majority vote of the disinterested members whether to enter into the transaction or arrangement taking into account whether the transaction or arrangement is in ku endowment's best interest and for its own benefit and whether the transaction is fair and reasonable to ku endowment. 4. Violations of the conflict of interest policy (a) if the executive committee or a standing committee has reasonable cause to believe that a trustee has failed to disclose actual or possible conflicts of interest, it shall inform the trustee of the basis for such belief and afford the trustee an opportunity to explain the alleged failure to disclose. (b) if, after hearing the response of the trustee and making such further investigation as may be warranted in the circumstances, the executive committee or a standing committee determines that the trustee has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Compensation of officers and such other persons as designated by the executive committee shall be determined by the compensation committee and be confirmed by the executive committee. The executive committee may adjust compensation determined by the compensation committee whenever, in its judgment, the best interests of ku endowment would be served thereby. A compensation committee of not less than five nor more than eight trustees shall be appointed annually by the chair of the executive committee. The chair of the executive committee shall designate one compensation committee member as chair. A majority in number of the committee shall constitute a quorum. The compensation committee must consist of individuals who (i) do not have a conflict of interest with respect to compensation arrangements or transactions; (ii) have obtained and relied upon appropriate data as to comparability prior to making any determination; and (iii) adequately document the basis for committee decisions concurrently with making determinations. The committee is directed to act in a manner that will avoid the intermediate sanctions provisions of the internal revenue code. Its duties shall be the review, study and recommendation of reasonable and necessary compensation for officers and employees of ku endowment and any and all such additional functions as may from time to time be designated by the executive committee.”

“Ku endowment was granted an exemption from federal income tax in 1934, and received additional confirmations of this exemption over the years, and most recently on october 18, 2010. A copy of the latter is available on the organization's website under the tab, "resources," "financials and forms," "irs determination letter."”

“Ku endowment's financial statements are available on the organization's website under the tab "resources," "financials and forms," "2016 audit report." also, a copy of the organization's currently filed form 990 is available in the same location on the organization's website. Schedule o of the form 990 provides a description of the organization's conflict of interest policy and certain other aspects of its governing documents, such as trustee elections and voting powers.”

“Amortization of pension adjustments -5,279,118. Change in net interest in ku endowment charitable gift fund -266,268. Change in value of life income gifts -3,247,353. Change in value of life insurance 116,075.”