UNCW Business Affairs – Finance – Associated Entities What is an Associated Entity? The UNC Policy Manual 600.2.5.2 (R) was adopted 11/16/2005 and provides a clear definition of any foundation, association, corporation, LLC, partnership or other non‐profit entity that was established by officers of the University, that is controlled by the University, that raises funds in the name of the University, that has a primary purpose of providing services or conducting activities in furtherance of the University's mission pursuant to an agreement with the University, or that has a tax exempt status as a support organization of the University. This policy is based on General Statute 116‐30.20, establishment of non‐profit corporations. How many Associated Entities does the University have? There are 17 separate legal entities that are considered an associated entity. To maintain associated entity status each must abide by relevant University policies, undergo a periodic review, meet organizational requirements, have a tax exempt status, have at least one senior officer or designee on the governing board or who sits as ex officio (either voting or non‐voting), maintain financial accounting controls, have independent audits, and submit annual financial reports to the Chancellor and General Administration. The articles of incorporation include a clause which provides, upon dissolution, all assets will revert to the University, or another University approved entity unless otherwise designated by the donor of an asset. How is the University involved in their activities? The Policy Manual and General Statute have provisions for administrative and other services to be provided by the University. Memorandums of Understanding signed by the Chancellor and the President of each entity sets forth the terms of the provided services. In some instances, the Board of Trustees or the University have designated that University Officers hold positions on the Board by virtue of their position with the University. Some University positions may be designated to serve as Executive Director of an entity, or act as the accountant or staff support to the entity. Other University employees may indirectly be involved through sharing of reporting systems such as advancement gift processing, purchasing or accounts payable. Is their organizational structure and connection to the University the same? Each entity is unique and provides an important benefit or service to the University. Each entity's classification is based on Governmental Accounting Standards Board (GASB) guidance. This requires an analysis of their board composition (university and non‐university appointed directors), fiduciary control by the University, fiscal dependency, and other criteria to determine if they are considered a "related party" and have a structure that allows them to act fairly independent, or if they are considered a "component unit" and are essentially an extended arm of the University. GASB requires recognition of our connection with these entities in the University’s financial statements. The financial contributions and services the University receives from the related parties is included in our footnotes; however, we do not recognize their operational activities, assets or liabilities. The component units are more inclusive and their financial activities, assets and liabilities are blended with the University based on a materiality threshold established by the University. Does the University have ultimate control over these entities? UNCW in its sole discretion may remove the approved status of any associated entity at any time for failure to abide by UNCW, UNC System, and/or applicable policy, procedure, rule, law, and/or regulation. Upon withdrawal of approved status, they shall no longer conduct activities in the name of the University and distribution of all assets shall be consistent and pursuant to their organizing articles and by‐laws. UNCW Business Affairs - Finance - Associated Entities Associated entities: established by the university, board membership controlled by the university, raise money in the name of the university, primary purpose to provide services and activities in support of and in furtherance of the university's educational, research, and public service missions (501(c) (3) organizations), and /or they possess an IRS recognized tax-exempt status as a supporting organization (509(a)) for the university. LLCs established to conduct day-to-day activities, managed by university officers or employees and restricted to services and activities in furtherance of the university's mission. The single members hold 100% interest in the LLCs. Major Associated Entities have annual expenditures of more than $100,000. Minor Associated Entities have annual expenditures of less than $100,000. Corporation/Foundation The Foundation of the University of North Carolina at Wilmington, Inc. (single member) Associated Limited Liability Companies Organizer University Officers Purpose Activities Fundraising in Support Fundraising, Property of UNCW acquisition Category Major Entity Student Investment Group Seahawk Investment Strategies, LLC Board Structure/ Management Structure Assets Volunteer Board - external to Cash, real estate, insurance UNCW policies and investments Student and Faculty managed Investments UNCW Student Aid Association, Inc. (A.K.A. Seahawk Club) University Officers Support UNCW Athletics Fundraising, selfliquidating projects Major Entity Volunteer Board - External to UNCW Cash The Alumni Association of the University of North Carolina at Wilmington University Officers Support UNCW Alumni Outreach Goodwill, Fundraising, Special Projects Major Entity Volunteer Board - External to UNCW Cash, Investments Friends of the University of North Carolina at Wilmington Inc. Marian Rippy, et al. Support UNCW Fundraising Minor Entity Volunteer Board - External to UNCW Cash UNCW Corporation (single member of the LLCs) University Officers Development of UNCW Debt issued through Major Entity Student Housing, Corporation and the LLCs. Ground Lease, Operating Agreement back to University 3 Directors are internal to UNCW, and 3 are external Use Agreement with UNCW 100% interest in LLCs, Capital Lease with UNCW, Debt issued through BBT. Seahawk Crossing, Parking Deck and Retail Store UNCW Corporation Housing I, LLC Use Agreement with UNCW Seahawk Village UNCW Corporation Housing II, LLC Use Agreement with UNCW Seahawk Landing 4 Directors are internal to UNCW, and 3 are external to operations 100% interest in LLCs, Management Service Agreements with UNCW, Notes with BBT. UNCW Corporation II (single member of the LLCs) University Officers Major Entity UNCW Corporation Oleander One, LLC Used for Auxiliary parking Manager - VCBA 5335 Oleander Drive, old Carmike Cinema property, 5.80 acres, 1 - 2 story building, 19,800 sq ft UNCW Corporation College Station, LLC Used by Public Service Osher Life Long Learning Institute Manager - VCBA 620 S College Road, 1.06 acres, building 3,246 sq ft UNCW Research Foundation (single member of the LLCs) The Donald R. Watson Foundation, Inc. Property acquisition, Notes with BBT secured disposition, and through the LLCs development in support of UNCW. Management Service Agreements with UNCW University Officers Supporting organization for the development of IP created at UNCW Major Entity 4 voting Directors and 3 non Cash voting Ex Officio - all Internal to UNCW UNCW Corporation Research I ,LLC Development of UNCW originated intellectual property Manager - VCBA Cash and 20% Equity interest in Mobile Ed, LLC (unaffiliated entity; faculty start-up) UNCW Entrepreneurship Center, LLC Act as the go-to resource for entrepreneurship and job creation in the Wilmington region Director CIE Cash The CREST Millennial Campus, LLC Lease up and manage the operations of millennial campus locations Manager - VCBA None as of 06/30/12 MARBIONC Development Group, LLC Development of UNCW originated intellectual property Manager - VCBA/ CMS Senior Technology Officer Cash 3 Directors are internal to UNCW Operations, and 2 are external Cash and Investments Donald Watson Support UNCW, Duke Provides funds for Medical and St. Johns scholarships Episcopal Church Major Entity UNCW Business Affairs - Finance - Associated Entities FY 13/14 FY 13/14 Assets Liabilities FY 13/14 Net Assets/Position Related Parties The Foundation of the University of North Carolina at Wilmington, Inc. (single member of the LLC) $ 4,696,301 $ 108,582 $ 4,587,719 $ $ 1,476,417 6,172,718 $ $ 108,582 $ $ 1,476,417 6,064,136 $ 872,570 $ 72,500 $ 800,070 The Alumni Association of the University of North Carolina at Wilmington $ 710,260 $ - $ 710,260 Friends of the University of North Carolina at Wilmington, Inc. $ 14,243 $ - $ 14,243 $ 7,769,791 $ 181,082 $ 7,588,709 UNCW Corporation (single member of the LLCs) UNCW Corporation Housing I, LLC UNCW Corporation Housing II, LLC $ $ $ $ 59,499,976 28,669,693 38,718,031 126,887,700 $ $ $ $ 59,499,976 28,669,693 38,718,031 126,887,700 $ $ $ $ - UNCW Corporation II (single member of the LLCs) UNCW Corporation Oleander One LLC UNCW Corporation College Station LLC $ $ $ $ 2,395,330 1,382,638 3,777,968 $ $ $ $ 2,250,581 1,460,953 3,711,534 $ $ $ $ 144,749 (78,315) 66,434 UNCW Research Foundation (single member of the LLCs) UNCW Corporation Research I LLC MARBIONC Development Group LLC The CREST Millennial Campus, LLC UNCW Entrepreneurship Center, LLC $ $ $ $ $ $ $ $ $ $ $ $ 49,692 49,692 $ $ $ $ $ $ 108,656 2,436 75,885 (400) 141,706 328,283 The Donald R. Watson Foundation, Inc. $ 1,606,396 $ - $ 1,606,396 Total Component Units $ 132,650,039 $ 130,648,926 $ 2,001,113 Total Associated Entities $ 140,419,830 $ 130,830,008 $ 9,589,822 Seahawk Investment Strategies, LLC UNCW Student Aid Association, Inc. (AKA Seahawk Club) Total Related Parties Blended Component Units 158,348 2,436 75,885 (400) 141,706 377,975 Audited Financial information of 06/30/14. (With the exception of Friends of UNCW, which is in progress, we anticipate no change in the financial information provided in this schedule.)