The Kansas University Endowment

“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."”

“The bylaws of the organization provides the business and affairs of the organization shall be managed under the direction of the executive committee of the trustees. The executive committee shall have the same authority, responsibility and powers as a board of directors. The bylaws allow for the executive committee to consist of the chair of the trustees, immediate past chair of the trustees, and not less than six nor more than thirteen additional members to be elected by the trustees. The committee will also have the following ex-officio, non-voting members: the chancellor of the University of Kansas, and the president, secretary, and treasurer of the organization.”

“David Dillon and Robert Taylor - Business relationship, M.D. Michaelis and Kurt Watson - Business relationship”

“The bylaws of the organization were amended as of June 22, 2020. The Amendment consisted of replacing Article XIV. "Conflict of Interest" with a revised article to reflect a separate Conflict of Interest Policy, rather than including the full language in the Bylaws.”

“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 Tax Compliance Manager. 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 Executive Committee, members of committees with Executive Committee-delegated powers, officers and key employees. To monitor and enforce compliance with the conflict of interest policy, the following procedures have been established: 1. Duty to Disclose a. In connection with any actual or possible conflicts of interest, an interested person must promptly disclose the existence and all material facts about the nature of his or her financial interests to the Executive Committee or the other members of committees with Executive Committee-delegated powers prior to such committee authorizing or approving KU Endowment or one of its subsidiaries entering into or negotiating a proposed transaction or arrangement. b. Unless previously disclosed in accordance with this Policy, in connection with any actual or possible conflicts of interest, an interested person must promptly disclose the existence and all material facts about the nature of his or her financial interests to the Executive Committee or the President of KU Endowment whenever such person becomes aware that (i) KU Endowment or one of its subsidiaries already has an existing transaction or arrangement in which such interested person has or is acquiring a financial interest or (ii) the Executive Committee, a committee with Executive Committee-delegated authority or any officer of KU Endowment or one of its subsidiaries is deliberating about or deciding whether to take an action or to refrain from taking an action with respect to a transaction or arrangement with respect to which such interested person has a financial interest. 2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest, the interested person shall leave, or not attend, as the case may be, any portion of a meeting of the Executive Committee or committee with Executive Committee-delegated powers while the financial interest is discussed and voted upon by the remaining members of such committee. The remaining Executive Committee members or committee members, as the case may be, shall decide if a conflict of interest exists and, if so, will address it. 3. Procedures for Addressing the Conflict of Interest a. The chairperson of the Executive Committee or committee with Executive Committee-delegated powers shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement or, in the case of an existing transaction or arrangement, taking or refraining from taking action with respect to such existing transaction or arrangement. b. After exercising due diligence, the Executive Committee or committee with Executive Committee-delegated powers shall determine whether KU Endowment can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. c. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Executive Committee or committee with Executive Committee-delegated powers shall determine by a majority vote of the disinterested members whether or not: (i) the transaction or arrangement, or the action or refraining from taking action, as the case may be, is in KU Endowment's best interests; (ii) the transaction or arrangement or action or refraining from taking action, as the case may be, is for KU Endowment's own benefit; (iii) the transaction or arrangement or action or refraining from taking action, as the case may be, is fair and reasonable to KU Endowment; and (iv) to enter into the transaction or arrangement or take or refrain from taking action, as the case may be, in conformity with such determinations. 4. Violations of the Conflict of Interest Policy a. If the Executive Committee or committee with Executive Committee-delegated powers”

“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.”

“The organization uses the same process described above in 15a for other officers or key employees of the organization.”

“KU Endowment's financial statements are available on the organization's website under the tab "resources," "financials and forms," "2020 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.”

“It is possible that a portion of the amounts reported for contracted services may include expense reimbursement, in addition to amounts paid for services. However, the amounts are not distinguishable.”

“(Expenses $ 20,739,988 including grants of $ 20,739,988)(Revenue $ 1,230,533) Facilities support - Construction, furnishings and equipment funded by private giving fluctuates from year to year depending on the timeline of construction projects. This fiscal year saw the completion of the Stauffer-Flint Hall, School of Journalism and Mass Communications, renovation. More than two-thirds of the University of Kansas buildings and about 85% of the land available for campus expansion were made possible by private gifts.”

“Amortization of Pension Adjustments - -8738760; Change in Net Interest in KU Endowment Charitable Gift Fund - 90172; Change in Value of Life Income Gifts - -863055; Change in Value of Life Insurance - -360560;”