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DLN:93493225026894I OMB No 1545-0047

Return of Organization Exempt From Income Tax Form990 E Department of the Treasury Internal Revenue Sewice

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

2012

h-The or anization ma have to use a co ofthis return to satisfy state re ortin re Uirements g y W p 9 q

Open to PUblic Inspection

A For the 2012 calendar year, or tax year beginning 10-01-2012 C Name of organization B Check if applicable WESTERN NIS ENTERPRISE FUND | Address change D0ing Busmess As | Name change ' Initial return

, 2012, and ending 09-30-2013 D Employer identification number 13-3786524

Number and street (or P 0 box if mail is not delivered to street address) Room/smte 175 WEST JACKSON BLVD STE 2225 SUIte City or town, state or country, and ZIP + 4 CHICAGO, IL 60604

' Terminated |_ Amended return | Application pending

E Telephone number (312)939-7003 G Gross receipts $ 33,810,398

F Name and address of prinCIpal officer Natalie Jaresko 175 West Jackson Blvd STE 2225 Chicago,IL 60604 I

Taxexem pt status

J

Website:ll- WWW WNISEF ORG

l7501icii3)

l

501(c)(

)I (insert no)

H(a) Is this a group return for affiliates?

I_YesI7No

HU) Are all affiliates included?l_ Yes I No If"No," attach a list (see instructions)

' 4947(a)(1) or | 527 H(c)

K Form of organization '7 Corporation ' Trust | Association | Other II-

Group exemption number k-

L Year of formation 1994

M State of legal domicile IL

Summary

GAGIQVEIHI' IH 'EIG'E Eli

1

Briefly describe the organizations missmn or most Significant actiVities Western NIS was created and funded by the US Congress, and is overseen by USAID, to invest in and attract private capital to Ukraine, Moldova, and Belarus, to promote entrepreneurship and open markets

2

Check this box h1 ifthe organization discontinued its operations or disposed of more than 25% ofits net assets

3

Number ofvoting members ofthe governing body (Part VI, line 1a)

3

8

4

Number ofindependent voting members ofthe governing body (Part VI, line 1b)

4

7

5 Total number ofindiViduals employed in calendar year 2012 (Part V, line 2a)

5

2

6 Total number ofvolunteers (estimate if necessary)

6

0

7aTota| unrelated busmess revenue from Part VIII, column (C), line 12

7a

0

7b

0

b Net unrelated busmess taxable income from Form 990-T, line 34 Prior Year

Current Year

8

Contributions and grants (Part VIII, line 1h)

0

0

g

9

Program serVIce revenue (PartVIII,|ine 29)

510,371

32,577,495

E

10

Investmentincome(PartVIII,co|umn(A),|ines 3,4,and 7d)

658,539

1,187,859

E:

11

Otherrevenue(PartVIII,co|umn(A),|ines 5,6d,8c,9c,10c,and11e)

51,577

45,044

12

Total revenueadd lines 8 through 11 (must equal Part VIII, column (A), line 12) _ _ _ _ _ _ _ _ _

1,220,487

33,810,398

13

Grants and Similar amounts paid (Part IX, column (A), lines 13)

0

0

14

Benefits paid to orfor members (PartIX,co|umn (A),|ine 4)

0

0

15

Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10)

1,122,617

8,793,732

16a

Professmnalfundraismg fees (PartIX,co|umn(A),|ine 11e)

0

0

547,120

532,722

g E

b

Total fundraismg expenses (Part D(, column (D), line 25) F0

17

Otherexpenses(PartIX,co|umn(A),|ines 11a11d,11f24e)

18

Totalexpenses Add lines 1317 (must equalPartIX,co|umn(A),|ine25)

19

Revenue less expenses Subtract line 18 from line 12

3 E

1,669,737

9,326,454

-449,250

24,483,944

Beginnir$iegfr Current

3%

20

Totalassets (PartX,|ine 16)

5'3

21

Totalliabilities (Part X,|ine 26)

2IE

22

Net assets orfund balances Subtract line 21 from line 20

End of Year

98,531,535

94,502,008

457,505

580,441

98,074,030

93,921,567

Signature Block Under penalties of perjury, I declare thatI have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge I 20140813 Date

Sign

Signature of officer

Here

Natalie A Jaresko Pre5ident and CEO Type or print name and title Print/Type preparer's name Finn's name

Pre pare r Use

Prepareis Signature

I'- KPMG LLP

Finn's address I'- 1676 International Drive

Date

Check | If selfemployed Finn's EIN II-

PTIN

Phone no (703) 2868000

McLean, VA 22102 May the IRS discuss this return With the preparer shown above? (see instructions) For Paperwork Reduction Act Notice, see the separate instructions.

I7Yes I_No Cat No 11282Y

Form 990 (2012)

Form 990 (2012) m 1

Page 2

Statement of Program Service Accomplishments CheckifScheduleOcontainsaresponsetoanyquestioninthisPartIII

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.

.

.

.

.

.

.

.

.

.

.

.

.

Briefly describe the organizations missmn

SEE SCHEDULE 0

2

Did the organization undertake any Significant program serVIces during the year which were not listed on the prior Form 990 or990-EZ?

I_Yes I7No

IfYes, describe these new serVIces on Schedule 0 3

Did the organization cease conducting, or make Significant changes in how it conducts, any program serVIces?

|_Yes |7No

IfYes, describe these changes on Schedule 0 4

4a

Describe the organizations program serVIce accomplishments for each ofits three largest program serVIces, as measured by expenses Section 501(c)(3) and 501(c)(4) organizations are reqUIred to report the amount ofgrants and allocations to others, the total expenses, and revenue, ifany, for each program serVIce reported (Code

) (Expenses $

9,110,691

including grants of $

) (Revenue $

32,577,495 )

WESTERN NIS ENCOURAGES, THROUGH LENDING, INVESTMENT, AND TECHNICAL ASSISTANCE, THE CREATION AND EXPANSION OF SMALL AND MEDIUMSIZED ENTERPRISES IN UKRAINE AND MOLDOVA WESTERN NIS ALSO FULFILLS ITS MISSION OF ATTRACTING ADDITIONAL PRIVATE CAPITAL TO THE REGION THROUGH ITS USAIDAPPROVED ROLE AS A SPONSOR OF THE EMERGING EUROPE GROWTH FUND, LP, A PRIVATE EQUITY FUND LAUNCHED IN 2006 4b

(Code

) (Expenses $

including grants of $

) (Revenue $

)

4c

(Code

) (Expenses $

including grants of $

) (Revenue $

)

4d

Other program serVIces (Describe in Schedule 0 ) (Expenses $

4e

Total program service expenses h-

including grants of$

) (Revenue $

)

9 ,1 1 0 ,6 9 1 Form 990 (2012)

Form 990 (2012)

Page 3

Checklist of Required Schedules Yes Is the organization described In section 501(c)(3) or 4947(a)(1) (otherthan a private foundation)? If Yes, complete Schedule A

1

Is the organization reqUIred to complete Schedule B, Schedule of Contributors (see instructions)?

2

Did the organization engage in direct or indirect political campaign actiVities on behalf ofor in oppOSItion to candidates for public office? If Yes,complete Schedule C, Part I

3

Section 501(c)(3) organizations. Did the organization engage in lobbying actiVities, or have a section 501(h) election in effect during the tax year? If Yes,complete Schedule C, Part II

4

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or Similar amounts as defined in Revenue Procedure 98-19? If Yes,complete Schedule C, Part III

Yes No No No

5

No

Did the organization maintain any donor adVIsed funds or any Similarfunds or accounts for which donors have the right to prOVIde adVIce on the distribution or investment ofamounts in such funds or accounts? If Yes,complete Schedule D, Part I

5

No

Did the organization receive or hold a conservation easement, including easements to preserve open space, the enVIronment, historic land areas, or historic structures? If Yes,complete Schedule D, Part II

7

No

Did the organization maintain collections of works ofart, historical treasures, or other Similar assets? If Yes, complete Schedule D, Part III E .

8

No

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or prOVIde credit counseling, debt management, credit repair, or debt negotiation serVIces? If Yes,complete Schedule D, Part IVE

9

No

10

No

10

Did the organization, directly orthrough a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quaSI-endowments? If Yes, complete Schedule D, Part

11

Ifthe organizations answerto any ofthe followmg questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, orX as applicable

12a

No

Did the organization report an amount for land, bUIldings, and eqUIpment in Part X, line 10?

If Yes, complete Schedule D, Part VIE

11a

Did the organization report an amount for investmentsother securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If Yes,complete Schedule D, Part VII'E

11b

Did the organization report an amount for investmentsprogram related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If Yes,complete Schedule D, Part VINE .

11C

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more ofits total assets reported in Part X, line 16? If Yes,complete Schedule D, Part IX'E . . . . . .

11d

Did the organization report an amount for other liabilities in Part X, line 25? If Yes,complete Schedule D, PartXE

me

Yes

Did the organizations separate or consolidated finanCIal statements for the tax year include a footnote that addresses the organizations liability for uncertain tax p05itions under FIN 48 (ASC 740)? If Yes,complete Schedule D, Part

11f

Yes

12a

Yes

Did the organization obtain separate, independent audited finanCIal statements forthe tax year?

If Yes, complete Schedule D, Parts XI and XII '5 Was the organization included in consolidated, independent audited finanCIal statements for the tax year? If Yes, and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional

13

Is the organization a school described in section 170(b)(1)(A)(ii)? If Yes,complete Schedu/eE

14a

Did the organization maintain an office, employees, or agents outSIde of the United States?

Yes No Yes No

12b

No

13

No

14a

Yes

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraismg, busmess, investment, and program serVIce actiVities outSIde the United States, or aggregate foreign investments valued at $100,000 or more? If Yes,complete Schedu/eF, Parts I and IV .

14b

Yes

15

Did the organization report on Part IX, column (A), line 3, more than $5,000 ofgrants or a55istance to any organization or entity located outSIde the United States? If Yes,complete Schedu/eF, Parts II and IV E

15

No

16

Did the organization report on Part IX, column (A), line 3, more than $5,000 ofaggregate grants or a55istance to indiViduals located outSIde the United States? If Yes,complete Schedu/eF, Parts III and IV .

15

No

17

Did the organization report a total of more than $15,000 ofexpenses for professmnal fundraismg serVIces on Part IX, column (A), lines 6 and 11e? If Yes, complete Schedule G, Part I(see1nstructions)

17

No

18

Did the organization report more than $15,000 total offundraismg event gross income and contributions on Part VIII, lines 1c and 8a? If Yes,complete Schedule G, Part II

18

No

19

No No

19

Did the organization report more than $15,000 ofgross income from gaming actiVities on PartVIII,line 9a? If Yes, complete Schedule G, Part III

20a

Did the organization operate one or more hospital faCIlities? If Yes,complete Schedu/eH

20a

IfYes to line 20a, did the organization attach a copy of its audited finanCIal statements to this return?

20b Form 990 (2012)

Form 990 (2012) Part IV

Page 4

Checklist of Required Schedules (continued)

21

DId the organization report more than $5,000 ofgrants and other aSSIstance to any government or organIzatIon In the UnIted States on Part IX, column (A), lIne 1? If Yes,complete Schedule I, Parts I and II

21

No

22

DId the organIzatIon report more than $5,000 ofgrants and other aSSIstance to IndIVIduals In the UnIted States on Part IX, column (A), lIne 2? If Yes,complete Schedule I, Parts I and III

22

N

23

DId the organIzatIon answer Yes to Part VII, SectIon A, lIne 3, 4, or 5 about compensation of the organIzatIons current and former offIcers, dIrectors, trustees, key employees, and hIghest compensated employees? If Yes, complete Schedule] .

24a

24a

DId the organIzatIon Invest any proceeds of tax-exempt bonds beyond a temporary perIod exceptIon?

24b

28

24C

DId the organIzatIon act as an on behalf of Issuerfor bonds outstandIng at any tIme durIng the year?

24d

N0

25b

N0

Was a loan to or by a current or former offIcer, dIrector, trustee, key employee, hIghest compensated employee, or dIsquaIIerd person outstandIng as of the end of the organIzatIons tax year? If Yes,complete Schedule L, Part II

26

No

DId the organIzatIon prOVIde a grant or other aSSIstance to an ofcer, dIrector, trustee, key employee, substantIal contrIbutor or employee thereof, a grant selectIon commIttee member, or to a 35% controlled entIty or famIly member of any of these persons? If Yes, complete Schedule L, Part III

27

N0

28a

No

Was the organIzatIon a party to a busmess transactIon WIth one ofthe followmg partIes (see Schedule L, Part IV InstructIons for applIcable fIlIng thresholds, condItIons, and exceptIons)

A famIly member ofa current orformer offIcer, dIrector, trustee, or key employee? If Yes, complete Schedule L, Part I V .

N E

28b

An entIty of thch a current or former offIcer, dIrector, trustee, or key employee (or a famIly member thereof) was an ofcer, dIrector, trustee, or dIrect or IndIrect owner? If Yes, complete Schedule L, Part IV .

28C

29

DId the organIzatIon recere more than $25,000 In non-cash contrIbutIons? If Yes,complete Schedu/eM .

29

30

DId the organIzatIon recere contrIbutIons ofart, hIstorIcal treasures, or other SImIIar assets, or qualIerd conservatIon contrIbutIons? If Yes,complete Schedu/eM . . . . . .

30

32

0

25a

A current or former offIcer, dIrector, trustee, or key employee? If Yes,complete Schedule L, Part IV

31

0

N

DId the organIzatIon maIntaIn an escrow account otherthan a refundIng escrow at any tIme durIng the year to defease any tax-exempt bonds?

Is the organIzatIon aware that It engaged In an excess benefIt transactIon WIth a dIsquaIIerd person In a prIor year, and that the transactIon has not been reported on any ofthe organIzatIons prIor Forms 990 or 990-EZ? If Yes, complete Schedule L, Part I

27

23

DId the organIzatIon have a tax-exempt bond Issue WIth an outstandIng prInCIpal amount of more than $100,000 as of the last day of the year, that was Issued after December 31, 2002? If Yes,answer/Ines 24b through 24d and complete Schedule K. If No, "go to lIne 25 . . . . . .

25a Section 501(c)(3) and 501(c)(4) organizations. DId the organIzatIon engage In an excess benefIt transactIon WIth a dIsquaIIerd person durIng the year? If Yes,complete Schedule L, Part I

26

0 N

0 Y es No N

DId the organIzatIon quUIdate, termInate, or dIssolve and cease operatIons? If Yes,complete Schedule N, Part I

31

DId the organIzatIon sell, exchange, dIspose of, or transfer more than 25% of Its net assets? If Yes,complete Schedule N, Part II

32

o No N o

33

DId the organIzatIon own 100% ofan entIty dIsregarded as separate from the organIzatIon under RegulatIons sectIons 301 7701-2 and 301 7701-3? If Yes,complete Schedule R, PartI

34

Was the organIzatIon related to any tax-exempt or taxable entIty? If Yes,complete Schedule R, Part II, III, orIV, and Part V, lIne 1

34

es

35a

DId the organIzatIon have a controlled entIty WIthIn the meanIng ofsectIon 512(b)(13)?

35a

Yes

IfYesto lIne 35a, dId the organIzatIon recere any payment from or engage In any transactIon WIth a controlled entIty WIthIn the meanIng of sectIon 5 12(b)(13 )? If Yes, complete Schedule R, Part V, lIne 2

35b

Y

36

Section 501(c)(3) organizations. DId the organIzatIon make any transfers to an exempt non-charItable related organIzatIon? If Yes, complete Schedule R, Part V, lIne 2

37

DId the organIzatIon conduct more than 5% of Its actIVItIes through an entIty that Is not a related organIzatIon and that Is treated as a partnershIp for federal Income tax purposes? If Yes,complete Schedule R, Part VI

38

DId the organIzatIon complete Schedule 0 and prOVIde explanatIons In Schedule 0 for Part VI, lInes 11b and 19?

Note. All Form 990 fIlers are reqUIred to complete Schedule 0

N 33

0 Y

es N 35

o Y

37

es Y

38

es Form 990 (2012)

Form 990 (2012)

Page5

Statements Regarding Other IRS Filings and Tax Compliance Check IfSchedule O contaIns a response to any questIon In thIs Part V

.

.

.

.

.

.

.

.

.

.

.

.

.

Yes

1a Enterthe number reported In Box 3 of Form 1096 Enter -0- If not applIcable

.

.

1a

11

1b

0

b

Enterthe number of Forms W-ZG Included In |Ine 1a Enter-O- If not applIcable

c

DId the organIzatIon comply WIth backup WIthholdIng rules for reportable payments to vendors and reportable gamIng(gamblIng)WInnIngstoprIzeWInners? . . . . . . . . . . . . . . . . . .

2a Enterthe number ofemployees reported on Form W-3, TransmIttal ofWage and Tax Statements, fIled forthe calendar year endIng WIth or WIthIn the year covered bythIsreturn..................

2a

1C

Yes

2b

Yes

.

J No

2

b Ifat least one Is reported on |Ine 2a, dId the organIzatIon le all reqUIred federal employment tax returns?

Note. Ifthe sum oflInes 1a and 2a Is greaterthan 250, you may be reqUIred to e-fIle (see InstructIons) 3a DId the organIzatIon have unrelated busmess gross Income of$1,000 or more durIng the year? b If"Yes," has It led a Form 990-T forthIs year? If No,prov1de an explanation In Schedule 0 .

.

.

.

.

.

3a

.

.

No

3b

4a At any tIme durIng the calendar year, dId the organIzatIon have an Interest In, or a SIgnature or other authorIty over, a fInanCIal account In a foreIgn country (such as a bank account, securItIes account, or otherfInanCIal account)?..........................

4aYes

b If"Yes," enterthe name ofthe foreIgn country h-UP I MD See InstructIons forfIlIng reqUIrements for Form TD F 90-22 1, Report of ForeIgn Bank and FInanCIal Accounts 5a Was the organIzatIon a party to a prothIted tax shelter transactIon at any tIme durIng the tax year?

.

.

b

DId any taxable party notIfy the organIzatIon that It was or Is a party to a prothIted tax sheltertransactlon?

c

If"Yes," to |Ine 5a or 5b, dId the organIzatIon le Form 8886-T?

5a

No

5b

No

5c 6a Does the organIzatIon have annual gross receIpts that are normally greaterthan $100,000, and dId the organIzatIon solICIt any contrIbutIons that were not tax deducthle as charItable contrIbutIons?

Ga

b If"Yes," dId the organIzatIon Include WIth every solICItatIon an express statement that such contrIbutIons or ngts werenottaxdeduchble"........................

7 a

No

6b

Organizations that may receive deductible contributions under section 170(c).

DId the organIzatIon recere a payment In excess of$75 made partly as a contrIbutIon and partly for goods and serVIces prOVIded to the payor?

b If"Yes," dId the organIzatIon notIfy the donor ofthe value ofthe goods or serVIces prOVIded?

.

.

.

.

.

7a

No

7b

c

DId the organIzatIon sell, exchange, or otherWIse dIspose oftangIble personal property for thch It was reqUIred to fIleForm8282'P...........................7C

d

If"Yes," IndIcate the number of Forms 8282 led durIng the year

e

DId the organIzatIon recere any funds, dIrectly or IndIrectly, to pay prequms on a personal benet contract"............................7e

N0

f

DId the organIzatIon, durIng the year, pay prequms, dIrectly or IndIrectly, on a personal benet contract?

No

9

Ifthe organIzatIon recered a contrIbutIon ofqualIerd Intellectual property, dId the organIzatIon le Form 8899 as requwed"............................79

h

Ifthe organIzatIon recered a contrIbutIon ofcars, boats, aIrplanes, or other vehIcles, dId the organIzatIon le a Form1098-C'P..........................

7h

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. DId the supportIng organIzatIon, or a donor adVIsed fund maIntaIned by a sponsorIng organIzatIon, have excess busmess holdIngs at any tIme durIng the year? . . . . . . . . . . . .

8

8

9 a

.

.

.

.

.

.

7f

Sponsoring organizations maintaining donor advised funds.

DId the organIzatIon make any taxable dIstrIbutIons under sectIon 4966?

.

.

.

DId the organIzatIon make a dIstrIbutIon to a donor, donor adVIsor, or related person?

10

N0

I 7d I

.

. .

. .

. .

. .

. .

. .

9a .

9b

Section 501(c)(7) organizations. Enter InItIatIon fees and capItal contrIbutIons Included on Part VIII, |Ine 12

.

.

.

b Gross receIpts,Included on Form 990,PartVIII,|Ine 12,for publIc use ofclub faCIIItIes 11

10a 10b

Section 501(c)(12) organizations. Enter

a

Gross Income from members or shareholders

.

.

.

.

.

.

.

.

.

11a

Gross Income from other sources (Do not net amounts due or paId to other sources agaInstamounts due or recered from them ) . . . . . . . . . .

11b

12a Section 4947(a)(1) non-exempt charitable trusts. Is the organIzatIon fIlIng Form 990 In IIeu of Form 1041? b If"Yes," enter the amount of tax-exempt Interest recered or accrued durIng the year....................

13

12a

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

a b c 14a

Is the organIzatIon |Icensed to Issue qualIerd health plans In more than one state?

Note. See the InstructIons for addItIonal InformatIon the organIzatIon must report on Schedule 0 Enterthe amount of reserves the organIzatIon Is reqUIred to maIntaIn by the states In thch the organIzatIon Is |Icensed to Issue qualIerd health plans

13b

Enterthe amount of reserves on hand

13c

.

.

.

.

.

.

.

.

.

.

.

.

DId the organIzatIon recere any payments for IndoortannIng serVIces durIng the tax year?

.

13a

.

.

14a

b If "Yes," has It led a Form 720 to report these payments? If No,prov1de an explanation In Schedule 0 .

.

.

.

14b

No Form 990 (2012)

Form 990 (2012) m

Page 6

Governance, Management, and Disclosure For each Yes response to lines 2 through 7b below, and for a No response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule 0.

See instructions.

Check IfSchedule O contaInS a response to any questIon In thIS Part VI

Section A. Governing Body and Management Yes 1a Enterthe number ofvotIng members of the governIng body at the end of the tax year

1a

8

1b

7

No

Ifthere are materIal dIfferenceS In votIng rIghtS among members of the governIng body, or If the governIng body delegated broad authority to an executive committee or Similar committee, explain In Schedule O b

Enterthe number ofvotIng members included In lIne 1a, above, who are independent

2

Did any officer, director, trustee, or key employee have a family relationship or a bUSIness relationship With any other officer, director, trustee, or key employee?

3

Did the organization delegate control over management duties customarily performed by or underthe direct superVISIon of officers, directors or trustees, or key employees to a management company or other person?

4

Did the organization make any Significant changes to ItS governIng documents SInce the prior Form 990 was filed?

5

Did the organization become aware durIng the year ofa Significant dIverSIon ofthe organIzatIonS assets?

2

5

a

9

No YeS

7a

Yes

7b

YeS

The governIng body?

8a

YeS

Each committee With authority to act on behalfof the governIng body?

8b

YeS

IS there any officer, director, trustee, or key employee listed In Part VII, Section A, who cannot be reached at the organIzatIonS mailing addreSS? If Yes,prov1de the names and addresses In Schedule 0 . . . .

9

b Are any governance deCISIonS of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governIng body?

8

No

No

Did the organization have members or stockholders?

7a Did the organization have members, stockholders, or other persons who had the powerto elect or app0Int one or more members of the governIng body?

Yes

3

Did the organization contemporaneously document the meetings held or written actions undertaken durIng the year by the fo||0WIng

N0

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes 10a

Did the organization have local chapters, branches, or affIlIateS?

b IfYeS, did the organization have written polICIeS and procedures governIng the actIVItIeS ofsuch chapters, affiliates, and branches to ensure their operations are conSistent With the organIzatIon'S exempt purposes?

11a

HaS the organization prOVIded a complete copy ofthIS Form 990 to all members ofItS governIng body before ling the form?

10a 10b 11a

YeS

12a

YeS

12b

YeS

Did the organization regularly and conSIstently monitor and enforce compliance With the policy? If Yes,descrlbe In Schedule 0 how this was done

12C

Yes

13

DId the organization have a ertten Whistleblower policy?

13

YeS

14

DId the organization have a ertten document retention and destructIon policy?

14

YeS

15

DId the proceSS for determInIng compensation ofthe fol|0WIng persons Include a reVIeW and approval by Independent persons, comparabIIIty data, and contemporaneous substantIatIon of the delIberatIon and deCISIon? The organIzatIonS CEO, Executive DIrector, or top management offICIal

15a

YeS

Other ofcers or key employees of the organization

15b

YeS

16a

YeS

16b

Yes

b 12a

Describe In Schedule O the proceSS, Ifany, used by the organization to reVIeW thIS Form 990 Did the organization have a written conflict of interest policy? If No,go to lIne 13

b Were officers, directors, or trustees, and key employees reqUIred to disclose annually interests that could give rise to conflicts? c

a

No No

If"YeS" to lIne 15a or 15b, descrIbe the proceSS In Schedule O (see InstructIonS) 16a

DId the organization Invest In, contrIbute assets to, or partICIpate In a JOInt venture or SImIIar arrangement With a taxable entIty durIng the year?

b IfYeS, dId the organization follow a ertten policy or procedure reqUIrIng the organization to evaluate ItS partICIpatIon In JOInt venture arrangements under applIcable federal tax laW, and take stepS to safeguard the organIzatIonS exempt status With respect to such arrangements?

Section C. Disclosure 17

Llst the States With WhIch a copy of thIS Form 990 IS reqUIred to be fIleth-IL

18

SectIon 6104 reqUIreS an organization to make ItS Form 1023 (or 1024 IfapplIcable), 990, and 990-T (501(c) (3)S only) avaIIable for publIc InSpectIon IndIcate how you made these avaIIable Check all that apply I Own webSIte I Another'S webSIte I7 Upon request I Other (explaIn In Schedule O) Describe In Schedule O Whether (and Ifso, how), the organization made ItS governIng documents, conflict of Interest polIcy, and fInanCIal statements avaIIable to the publIc durIng the tax year

19 20

State the name, phySIcal addreSS, and telephone number ofthe person Who possesses the bookS and records ofthe organization II-LENNA KOSZARNY 175 WEST JACKSON BLVD STE 2225 CHICAGO, IL (312)939-7003 Form 990 (2012)

Form 990 (2012) m

Page7

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check IfSchedule O contaIns a response to any questIon In thIs Part VII . . . . . . . . . . .

.

.

.

.I7

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete thIs table for all persons reqUIred to be |Isted Report compensatlon for the calendar year endIng WIth or WIthIn the organIzatIons tax year I LIst all of the organIzatIons current ofcers, dIrectors, trustees (whether IndIVIduaIs or organIzatIons), regardless ofamount ofcompensatlon Enter-0- In columns (D), (E), and (F) If no compensatlon was paId I LIst all of the organIzatIons current key employees, Ifany See InstructIons for denItIon of "key employee " I LIst the organIzatIons ve current hIghest compensated employees (other than an ofcer, dIrector, trustee or key employee) who recered reportable compensatlon (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organIzatIon and any related organIzatIons I LIst all of the organIzatIons former ofcers, key employees, or hIghest compensated employees who recered more than $100,000 of reportable compensatlon from the organIzatIon and any related organIzatIons I LIst all of the organIzatIons former directors or trustees that recered, In the capaCIty as a former dIrector or trustee of the organIzatIon, more than $10,000 of reportable compensatlon from the organIzatIon and any related organIzatIons LIst persons In the followmg order IndIVIduaI trustees or dIrectors, InstItutIonal trustees, ofcers, key employees, hIghest compensated employees, and former such persons | Check thIs box If neIther the organIzatIon nor any related organIzatIon compensated any current ofcer, dIrector, or trustee (A) Name and TItIe

(B) Average hours per week (|Ist any hours for related organIzatIons below dotted |Ine)

(C) POSItIon (do not check more than one box, unless person Is both an ofcer and a dIrector/trustee) 0 3 _ g I ,D I _n " :1 =I _ 3 3:5 9 210 .1: 11: 2! _ E: .T. D l'[.| _3 ll : 3 u.- r.':- II.I I: :r m H- "= HE E E n: D '1 H, a 3 D E II: 3 g a:

(1) NATALIE A JARESKO PRESIDENT & CEO, DIRECTOR (2) DennIs A Johnson ChaInnan of the Board (3) RIchard IArthur DIrector (4) Jaroslawa ZeIInsky Johnson DIRECTOR (5) WhItney MacMIIIan DIRECTOR (6) PatrIck H Arbor DIRECTOR (7) Jeffrey C Neal DIRECTOR (8) Robert M Cotten DIRECTOR (9) MARK A IWASHKO Exec VP & CIO (UntII 9/30/13) (10) LENNA KOSZARNY ChIef FInanCIaI & AdmInIst Off (11) ChrIstIna Harea

1 0

X

r E '1 '1

'3'

X

(D) Reportable compensatlon from the organIzatIon (W- 2/1099MISC)

(E) Reportable compensatlon from related organIzatIons (W- 2/1099MISC)

(F) EstImated amount of other compensatlon from the organIzatIon and related organIzatIons

E a l3.

III I: 0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

X

0

0

0

1 0 1 0 1 0 1 0

1 0 1 0 1 0

1 0 1 0 1 0

Moldova Country Manager

Form 990 (2012)

Form 990 (2012) m

Page8

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and TItIe

(B) Average hours per week (IIst any hours for related organlzatlons below dotted IIne)

(C) POSItIon (do not check more than one box, unless person IS both an ofcer and a dIrector/trustee) D 3 _ g I ,D I a g :I _ 3 3:; = E'E E .1: E 3 ll : 3 u.- r.':I: z ,D H5' a E E n: D '1 H a 3 g E II: ' 3' i E IIE: a 3

1b

_n 9 3 II'=

(D) Reportable compensatlon from the organlzatlon (W2/1099-MISC)

(E) Reportable compensatlon from related organlzatlons (W2/1099-MISC)

(F) Estlmated amount of other compensatlon from the organlzatlon and related organlzatlons

:1

Sub-Total

F

Total from continuation sheets to Part VII, Section A

F

Total (add lines 1b and 1c)

F

0

0

0

2

Total number of IndIVIduaIs (Includlng but not IImIted to those Ilsted above) who recelved more than $100,000 of reportable compensatlon from the organlzatlonhI-O

3

DId the organlzatlon IIst any former ofcer, dIrector ortrustee, key employee, or hlghest compensated employee on IIne 1a? If Yes, complete Schedu/leor such Ind/Vldua/

3

No

For any IndIVIduaI Ilsted on IIne 1a, IS the sum of reportable compensatlon and other compensatlon from the organlzatlon and related organlzatlons greaterthan $150,000? If Yes,comp/ete Schedu/leorsuch Ind/Vldua/

4

No

DId any person Ilsted on IIne 1a recelve or accrue compensatlon from any unrelated organlzatlon or IndIVIduaI for serVIces rendered to the organlzatlon? If Yes,comp/ete Schedule] for such person

5

No

Yes

4

5

No

Section B. Independent Contractors 1

Complete thls table for yourflve hlghest compensated Independent contractors that recelved more than $100,000 of compensatlon from the organlzatlon Report compensatlon for the calendar year endlng WIth or WIthIn the organlzatlons tax year

Horlzon Capltal Assoaates LLC

2

(A) Name and busmess address , 175 W Jackson Boulevard SUIte 222 CHICAGO IL 60604

(B) Descrlptlon of serVIces Management fees

(C) Compensatlon 1,020,891

Total number of Independent contractors (Includlng but not IImIted to those Ilsted above) who recelved more than $100,000 ofcompensatlon from the organlzatlon F1 Form 990 (2012)

Form 990 (2012) m

Page9

Statement of Revenue Check ifSchedule 0 contains a response to any question In this Part VIII

.

(A) Total revenue

3

1a

g a E =32 E = E ._ 1n |_ 15 1:; 5 .E E = = '3 = U 1:!

E = El 1 L * __ L'.'I .. m =

Federated campaigns

.

.

b

Membership dues

.

.

c

Fundraismg events

d

Related organizations

e

Government grants (contributions)

1e

f

All other contributions, gifts, grants, and Similar amounts not included above

1f

g

Noncash contributions included in lines 1a1f$

h

Total.Add lines 1a-1f

. .

.

.

.

(C) Unrelated busmess revenue

.

. I

(D) Revenue excluded from tax under sections 512, 513, or 514

1a .

.

.

(B) Related or exempt function revenue

1b

. .

.

1c

.

1d

Ir

0

Busmess Code 2 E cu 1?"

SE

2a

INTEREST FROM PROGRAM RELATED INVESTMENTS

523000

162,560

162,560

b

DIRECTOR FEES FROM PROGRAM RELATED INVESTMENTS

523000

11,716

11,716

g 5

c

REALIZED GAIN FROM PROGRAM RELATED INVESTMENTS

523000

32,306,594

32,306,594

E '_ :: m a G 15:

d

DIVIDENS FROM PROGRAM RELATED INVESTMENTS

523000

96,625

96,625

e f

All other program serVIce revenue

g

Total. Add lines 2a2f

h-

Investment income (including diVidends, interest, and otherSImilaramounts) Income from investment of taxexempt bond proceeds _ _

h" II-

0

Royalties

h"

0

3

5

(i) Real 6a b c d

b c

'D

0

0

1 185 859

0

0

2,000

32,577,495

0

Gross rents Less rental expenses Rental income or(loss) Net rental income or (loss)

0

0 p.

0

(ii) Other

Gross amount from sales of assets other than inventory Less cost or other ba5is and sales expenses Gain or (loss)

2,000

2,000

d

Net gain or (loss)

8a

Gross income from fundraismg events (not including

:1: 3 5 :, 1 II I_ {I} :5

1 185 859

(ii) Personal

(i) Securities 7a

32,577,495

.p.

2,000

p.

0

.p.

0

p.

0

$ ofcontributions reported on line 1c) See PartIV,line 18 a b

Less direct expenses

.

.

.

b

c

Net income or (loss) from fundraismg events

9a

Gross income from gaming actiVities See Part IV, line 19 a

b c

Less direct expenses

.

.

.

.

b

Net income or (loss) from gaming actiVities

10a

.

.

.

Gross sales of inventory, less returns and allowances a

b

Less cost ofgoods sold

.

.

c

Netincome or(|oss)from sales ofinventory Miscellaneous Revenue

b .

.

Busmess Code

b c d

All other revenue

e

Total.Addlines 11a11d

12

Total revenue. See Instructions

F-

45,044 p.

33,810,398

1,232,903 Form 990 (2012)

Form 990 (2012)

Page 10

m Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A) CheckifScheduleO containsa response to any questioninthis PartIX Do not include amounts reported on lines 6b, 7b! 8b! 9b! and 10b 0f Part VIII' 1

2

3

.

.

.

.

(A)

Prograglemce

Managgnt and

Fungzsmg

TOtal eXpenseS

expenses

general expenses

expenses

Grants and other a55istance to governments and organizations in the United States See Part IV, line 21

0

Grants and other a55istance to indiViduals in the United States See PartIV,|ine 22

0

Grants and other a55istance to governments, organizations, and indiViduals outSIde the United States See PartIV,|ines 15 and 16

0

Benefits paid to or for members

0

5

Compensation ofcurrent officers, directors, trustees, and key employees

4,632,744

4,632,744

6

Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons . described in section 4958(c)(3)(B)

937,846

937,846

3,139,260

3,105,679

7

Other salaries and wages

8

Pen5ion plan accruals and contributions (include section 401(k) and 403(b) employer contributions)

16,787

8,393

8,394

9

Other employee benefits

20,385

10,192

10,193

10

Payroll taxes

46,710

44,122

2,588

11

Fees for serVIces (non-employees)

43,980

28,687

15,293

100,602

65,621

34,981

28,486

15,185

24,365

14,978

9,387

1,485

913

572

a

Management

b

Legal

c

Accountlng

d

Lobbying

0

e

Professmnalfundraismg serVIces See PartIV,|ine 17

0

f

Investment management fees

0

9

Other (Ifline 11g amount exceeds 10% ofline 25, column (A) amount, list line 11g expenses on Schedule O)

12

Advertismg and promotion

13

Office expenses

14

Information technology

15

Royalties

0

43,671 0

0

16

Occupancy

17

Travel

18

Payments of travel or entertainment expenses for any federal, state,orlocal public offICIals

0

19

Conferences, conventions, and meetings

0

20

Interest

0

21

Payments to affiliates

0

22

DepreCIation, depletion, and amortization

23

Insurance

24

Other expenses Itemize expenses not covered above (List miscellaneous expenses in line 24e Ifline 24e amount exceeds 10% ofline 25, column (A) amount, list line 24e expenses on Schedule O) a

PROVISION UNCOLLECTIBLE INT

33,581

31,107

19,088

12,019

134,844

79,402

55,442

2,964

1,819

1,145

36,855

22,656

14,199

105,619

105,619

b ANNUAL REPORT

5,431

3,339

2,092

c

MEMBERSHIPS

1,245

765

480

d

DUES AND SUBSCRIPTIONS

259

160

99

295

182

113

9,326,454

9,110,691

215,763

e All other expenses 25

Total functional expenses. Add lines 1 through 24e

26

Joint costs. Complete this line only if the organization reported in column (B)JOInt costs from a combined educational campaign and fundraismg SOIICItation Check here h- ] iffollowmg SOP 98-2 (ASC 958-720)

0

Form 990 (2012)

Form 990 (2012) m

Page 11

Balance Sheet Check ifSchedule 0 contains a response to any question In this Part X

.

.

.|_

(A) Beginning ofyear 1

Cashnon-interest-bearing

2

SaVIngs and temporary cash investments

85,526

1

47,244

13,795,945

2

51,537,654

3

Pledges and grants receivable, net

0

3

0

4

Accounts receivable, net

0

4

0

5

Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule L 0

5

0

6

Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations ofsection 501(c)(9) voluntary employees' benefICIary organizations (see instructions) Complete Part II ofSchedule L o

6

0

7

Notes and loans receivable, net

0

7

0

8

Inventories forsale or use

0

8

0

9

Prepaid expenses and deferred charges

295,304

9

231,989

W '5 d

(B) End ofyear

10a b

Land, bquings, and eqUIpment cost or other ba5is Complete PartVI ofSchedule D

10a

194758

Less accumulated depreCIation

10b

186,371

7,717

10c

8,387

11

Investmentspublicly traded securities

0

11

0

12

Investmentsother securities See Part IV, line 11

0

12

0

13

Investmentsprogram-related See Part IV, line 11

83,989,179

13

42,026,501

14

Intangible assets

0

14

0

356,864

15

650,233

98,531,535

16

94,502,008

119,855

17

114,788

Grants payable

0

18

0

Deferred revenue

0

19

0

15

Other assets See Part IV, line 11

16

Total assets. Add lines 1 through 15 (must equal line 34)

17

Accounts payable and accrued expenses

18 19 20

Tax-exempt bond liabilities

0

20

0

U...

21

Escrow or custodial account liability Complete Part IV ofSchedule D

0

21

0

:2 =

22

Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II ofSchedule L

22

23

Secured mortgages and notes payable to unrelated third parties

23

'3: E

24

Unsecured notes and loans payable to unrelated third parties

0

24

0

25

Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24) Complete Part X ofSchedule D . . . . . . . . . . . . . . .

3371549

25

4551553

Total liabilities. Add lines 17 through 25

457,505

26

580,441

26 m 3

Organizations that follow SFAS 117 (ASC 958), check here h- ] and complete lines 27 through 29, and lines 33 and 34.

E

27

Unrestricted net assets

27

E

28

Temporarily restricted net assets

28

E

29

Permanently restricted net assets

29

If 3

Organizations that do not follow SFAS 117 (ASC 958), check here h- |7 and complete lines 30 through 34.

m

30

Capital stock ortrust prinCIpal, or current funds

0

30

0

E

31

Paid-in or capital surplus,or|and, bUIlding oreqUIpment fund

0

31

0

E

32

Retained earnings, endowment, accumulated income, or otherfunds

98,074,030

32

93921557

E

33

Total net assets or fund balances

98,074,030

33

93,921,567

2

34

Total liabilities and net assets/fund balances

98,531,535

34

94,502,008 Form 990 (2012)

Form 990 (2012) m

Page 12

Reconcilliation of Net Assets Check IfSchedule 0 contains a response to any questIon In thIs Part XI

1

Total revenue (must equal Part VIII, column (A), lIne 12)

2

Total expenses (must equal Part IX, column (A), lIne 25)

3

Revenue less expenses Subtract lIne 2 from lIne 1

4

Net assets orfund balances at begInnIng ofyear (must equal Part X, lIne 33, column (A))

5

. I7

1

33,810,398

2

9,326,454

3

24,483,944

4

98,074,030

5

-28,508,403

Net unrealIzed gaIns (losses) on Investments

6

Donated serVIces and use offaCIIItIes 6

7

Investment expenses 7

8

PrIor perIod adJustments 8

9

Other changes In net assets orfund balances (explaIn In Schedule 0)

10

Net assets orfund balances at end ofyear CombIne lInes 3 through 9 (must equal Part X, lIne 33, column (B))

9

-128,004

10

93,921,567

Financial Statements and Reporting Check IfSchedule O contaIns a response to any questIon In thIs Part XII

. I Yes

1

No

AccountIng method used to prepare the Form 990 I Cash I7 Accrual I_Other Ifthe organIzatIon changed Its method ofaccountIng from a prIor year or checked "Other," explaIn In Schedule 0

2a Were the organIzatIons fInanCIal statements comleed or reVIewed by an Independent accountant?

2a

No

IfYes,check a box below to IndIcate whetherthe fInanCIal statements forthe year were comleed or reVIewed on a separate baSIS, consolIdated baSIS, or both I Separate baSIS

I ConsolIdated baSIS

I Both consolIdated and separate baSIS

b Were the organIzatIons fInanCIal statements audIted by an Independent accountant?

2b

Yes

2C

Yes

IfYes,check a box below to IndIcate whetherthe fInanCIal statements forthe year were audIted on a separate baSIS, consolIdated baSIS, or both I7 Separate baSIS c

I ConsolIdated baSIS

I Both consolIdated and separate baSIS

IfYes, to lIne 2a or 2b, does the organIzatIon have a commIttee that assumes responSIbIIIty for overSIght ofthe audIt, reVIew, or comleatIon ofIts fInanCIal statements and selectIon ofan Independent accountant?

Ifthe organIzatIon changed eIther Its overSIght process or selectIon process durIng the tax year, explaIn In Schedule 0

3a As a result ofa federal award, was the organIzatIon reqUIred to undergo an audIt or audIts as set forth In the SIngle AudItActand OMB CIrcularA-133? b IfYes, dId the organIzatIon undergo the reqUIred audIt or audIts? Ifthe organIzatIon dId not undergo the reqUIred audIt or audIts, explaIn why In Schedule 0 and descrIbe any steps taken to undergo such audIts

3a

N0

3b Form 990 (2012)

Iefile GRAPHIC print - DO NOT PROCESS

| As Filed Data -

|

DLN:93493225026894I OMB No 1545-0047

SCHEDULEA

Public Charity Status and Public Support

(Fonn9900r990EZ) Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.

Department of the Treasury Internal Revenue SerVIce Name of the organization WESTERN NIS ENTERPRISE FUND

Open to Public

It Attach to Form 990 or Form 990-EZ. It See separate instructions.

InspeCt'on Employer identification number

13-3786524 m Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is (For lines 1 through 11, check only one box) 1

A church, convention ofchurches, or assoctation ofchurches described in section 170(b)(1)(A)(i).

2

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E )

3 4

A hospital or a cooperative hospital serVIce organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction With a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, City, and state An organization operated forthe benefit ofa college or univerSIty owned or operated by a governmental unit described in

U1

section 170(b)(1)(A)(iv). (Complete Part II ) A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part ofits support from a governmental unit orfrom the general public described in section 170(b)(1)(A)(vi). (Complete Part II ) A community trust described in section 170(b)(1)(A)(vi) (Complete Part II ) 7777 7 77

An organization that normally receives (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from actiVities related to its exempt functionssubject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated bustness taxable income (less section 511 tax) from bustnesses acqutred by the organization afterJune 30, 1975 See section 509(a)(2). (Complete Part III)

10

An organization organized and operated exclustvely to test for public safety See section 509(a)(4).

11

17

An organization organized and operated exclustvely forthe benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1)or section 509(a)(2) See section 509(a)(3). Check the box that describes the type ofsupporting organization and complete lines lle through 11h a |_Type I b I_Type II c |_Type III - Functionally integrated d I_Type III - Non-functionally integrated By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons otherthan foundation managers and otherthan one or more publicly supported organizations described in section 509(a)(1)or section 509(a)(2) Ifthe organization received a written determination from the IRS that it is a Type I, Type II, orType III supporting organization, check this box I Since August 17, 2006, has the organization accepted any gift or contribution from any ofthe followmg persons? (i) A person who directly or indirectly controls, either alone ortogether With persons described in (ii) Yes No and (iii) below, the governing body of the supported organization?

119(i)

(ii) A family member ofa person described in (i) above?

119(ii)

(iii) A 35% controlled entity ofa person described in (i) or (ii) above?

119(iii)

PrOVIde the followmg information about the supported organization(s) (i) Name of supported organization

(ii) EIN

(iii)Type of organization (described on lines 1- 9 above orIRC section (see instructions ))

(iv) Is the organization in col (i) listed in your governing document?

Yes

No

(v) Did you notify the organization in col (i) ofyour support?

Yes

(vi) Is the organization in col (i) organized in the U S 7

No

Yes

(vii) A mount of monetary support

No

Total For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat No 11285F

ScheduleA(Form 9900r990EZ)2012

Schedule A (Form 990 or 990-EZ) 2012

Page 2

m

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of PartI or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) Section A. Public Support Calendar year (or fiscal year beginning (a)2008 (b)2009 (c)2010 (d)2011 (e)2012 (f)Total in) It Gifts, grants, contributions, and 1 membership fees received (Do not include any "unusual grants ") Tax revenues leVIed forthe organization's benefit and either paid to or expended on its behalf The value ofserVIces or faCIlities furnished by a governmental unit to the organization Without charge Total.Add lines 1 through 3 The portion of total contributions by each person (otherthan a governmental unit or publicly supported organization) included on line 1 that exceeds 2% ofthe amount shown on line 11, column (f) Public support. Subtract line 5 from 6 line 4 Section B. Total Support Calendar year (or fiscal year beginning (a)2008 (b)2009 (c)2010 (d)2011 (e)2012 (f)Total in) It 7 Amounts from line 4 Gross income from interest, 8 diVidends, payments received on securities loans, rents, royalties and income from Similar sources Net income from unrelated busmess actiVities, whether or not the busmess is regularly carried on Other income Do not include gain 10 or loss from the sale ofcapital assets (Explain in Part IV) Total support (Add lines 7 through 11 10) 12 Gross receipts from related actiVities, etc (see instructions) l 12 | 13

First five years. Ifthe Form 990 is forthe organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check thisboxandstophere I'l Section C. Computation of Public Support Percentage 14 Public support percentage for 2012 (line 6, column (f) diVided by line 11, column (f)) 14 15

Public support percentage for 2011 Schedule A, Part II, line 14

15

16a

33 1/3/o support test2012.Ifthe organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization b 33 1/3/o support test2011.Ifthe organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box and stop here.The organization qualifies as a publicly supported organization 17a 10/o-facts-and-circumstanoestest2012.Ifthe organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-CIrcumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-CIrcumstances" test The organization qualifies as a publicly supported organization b 10/o-facts-and-circumstanoestest2011.Ifthe organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and ifthe organization meets the "facts-and-Circumstances" test, check this box and stop here.

Explain in Part IV how the organization meets the "facts-and-CIrcumstances" test The organization qualifies as a publicly supported organization 18 Private foundation. Ifthe organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions

H I'l

H

H I'l

Schedule A (Form 990 or 990-EZ) 2012

Schedule A (Form 990 or 990-EZ) 2012

Page 3

m

Support Schedule for Organizations Described in Section 509(a)(2) (Complete only If you checked the box on lIne 9 of PartI or If the organIzatIon faIled to qualIfy under Part II. If the organIzatIon faIls to qualIfy under the tests lIsted below, please complete Part II.) Section A. Public Support Calendar year (or fiscal year beginning (a)2008 (b)2009 (c)2010 (d)2011 (e)2012 (f) Total in)?

GIfts, grants, contrIbutIons, and 1 membershIp fees recered (Do not Include any "unusual grants ") Gross receIpts from admISSIons, merchandIse sold or serVIces performed, orfaCIIItIes furnIshed In 4,639,044 647,087 1,210,600 510,371 32,577,495 39,584,597 any actIVIty that Is related to the organIzatIon's tax-exempt purpose Gross receIpts from actIVItIes that are not an unrelated trade or busmess under sectIon 513 Tax revenues leVIed forthe organIzatIon's benet and eIther paId to or expended on Its behalf The value ofserVIces orfaCIIItIes furnIshed by a governmental unIt to the organIzatIon WIthout charge 4,639,044 647,087 1,210,600 510,371 32,577,495 39,584,597 Total.Add lInes 1 through 5

Amounts Included on lInes 1, 2, and 3 recered from dIsqualIerd persons Amounts Included on lInes 2 and 3 recered from otherthan dIsqualIerd persons that exceed the greater of$5,000 or 1% ofthe amount on lIne 13 forthe year 0 c Add lInes 7a and 7b Public support (Subtract lIne 7c 8 39,584,597 from lIne 6 ) Section B. Total Support Calendar year (or fiscal year beginning (a)2008 (b)2009 (c)2010 (d)2011 (e)2012 (f) Total in) P 4,639,044 647,087 1,210,600 510,371 32,577,495 39, 584, 597 9 Amounts from lIne 6 Gross Income from Interest, 10a dIVIdends, payments recered on 541,144 227,338 881,242 658,539 1,185,859 3,494,122 securItIes loans, rents, royaltIes and Income from SImIIar sources Unrelated busmess taxable Income (less sectIon 511 taxes) from busmesses achIred after June 30, 1975 541,144 227,338 881,242 658,539 1,185,859 3,494,122 Add lInes 10a and 10b Net Income from unrelated 11 busmess actIVItIes not Included In lIne 10b, whether or not the busmess Is regularly carrIed on Other Income Do not Include 12 gaIn or loss from the sale of 50,111 53,294 53,237 51,577 45,044 253,263 capItal assets (ExplaIn In Part IV ) Total support. (Add lInes 9, 10c, 13 5,230,299 927,719 2,145,079 1,220,487 33,808,398 43,331,982 11,and 12) 14 First five years. Ifthe Form 990 Is forthe organIzatIon's rst, second, thIrd, fourth, or fth tax year as a 501(c)(3) organIzatIon, check thIs box and stop here Pl Section C. Computation of Public Support Percentage 15 PublIc support percentage for 2012 (lIne 8, column (f) dIVIded by lIne 13, column (f)) 15 91 352 % 7a

16

PublIc support percentage from 2011 Schedule A, Part III, lIne 15

16

72 062 %

Section D. Computation of Investment Income Percentage 17 Investment Income percentage for 2012 (lIne 10c, column (f) dIVIded by lIne 13, column (f))

17

8 064 %

18

Investment Income percentage from 2011 Schedule A, Part III, lIne 17

18

25 782 %

19a

33 1/3/o support tests2012.Ifthe organIzatIon dId not check the box on lIne 14, and lIne 15 Is more than 33 1/3%, and lIne 17 Is not more than 33 1/3%, check thIs box and stop here. The organIzatIon qualIers as a publIcly supported organIzatIon H7 33 1/3/o support tests2011.Ifthe organIzatIon dId not check a box on lIne 14 or lIne 19a, and lIne 16 Is more than 33 1/3% and lIne 18 Is not more than 33 1/3%, check thIs box and stop here.The organIzatIon qualIers as a publIcly supported organIzatIon PI Private foundation. Ifthe organIzatIon dId not check a box on lIne 14, 19a, or 19b, check thIs box and see InstructIons PI

20

Schedule A (Form 990 or 990-EZ) 2012

ScheduleA (Form 990 or990-EZ)2012 Part IV

Page4

Supplemental Information. Complete this part to provnde the explanations requnred by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any addltlonal Information. (See Instructions).

Facts And Circumstances Test

Explanation OTHER INCOME CONSISTS OF EXPENSE REIMBURSEMENTS FROM INTERESTED PERSONS (AS SET FORTH IN SCHEDULE L, PART IV), FOREIGN CURRENCY TRANSLATION GAINS,AND REFUNDS OF OPERATING EXPENSES

Schedule A (Form 990 or 990-EZ) 2012

Iefile GRAPHIC print - DO NOT PROCESS

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DLN:93493225026894I OMB No 1545-0047

SCHEDULE D (Form 990)

Department of the Treasury Internal Revenue Sewice

|As Filed Data -

Supplemental Financial Statements F- Complete if the organization answered "Yes," to Form 990, Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b h- Attach to Form 990. h- See separate instructions.

Name of the organization WESTERN NIS ENTERPRISE FUND m

Open to Public Inspection

Employer identification number

13-3786524 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990 Part IV, line 6. (a) Donor adVIsed funds (b) Funds and other accounts

1

Total number at end ofyear

2

Aggregate contributions to (during year)

3

Aggregate grants from (during year)

4

Aggregate value at end ofyear

5

Did the organization inform all donors and donor adVIsorS in writing that the assets held in donor adVIsed funds are the organization's property, subject to the organization's exc|u5ive legal control?

| Yes

I No

Did the organization inform all grantees, donors, and donor adVIsorS in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor adVIsor, or for any other purpose conferring impermiSSible private benefit?

' YeS

' N0

m 1

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) ofconservation easements held by the organization (check all that apply) I Preservation ofland for public use (e g , recreation or education) I Preservation ofan historically important land area | Protection of natural habitat

I

Preservation ofa certified historic structure

I Preservation ofopen space Complete lineS 2a through 2d ifthe organization held a qualified conservation contribution in the form ofa conservation easement on the last day of the tax year Held at the End of the Year

QnU'N

Total number ofconservation easements

2a

Total acreage restricted by conservation easements

2b

Number ofconservation easements on a certified historic structure included in (a)

2c

Number ofconservation easements included in (c) achIred after 8/17/06, and not on a historic structure listed in the National Register

2d

Number ofconservation easements modified, transferred, released, extingwshed, or terminated by the organization during the tax year FNumber ofstateS where property subject to conservation easement is located hDoeS the organization have a written policy regarding the periodic monitoring, inspection, handling ofVIolations, and enforcement of the conservation easements it holds?

' YeS

' N0

Yes

I No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcmg conservation easements during the year hAmount ofexpenses incurred in monitoring, inspecting, and enforcmg conservation easements during the year F$ Does each conservation easement reported on line 2(d) above satisfy the reqUIrementS ofsection 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)?

In Part XIII, describe how the organization reports conservation easements in itS revenue and expense statement, and balance sheet, and include, ifapplicable, the text of the footnote to the organizations finanCIal statements that describes the organizations accounting for conservation easements m 1a

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.

Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

Ifthe organization elected, as permitted under SFAS 116 (ASC 958), not to report in itS revenue statement and balance sheet works ofart, historical treasures, or other Similar assets held for public exhibition, education, or research in furtherance of public serVIce, prOVIde, in Part XIII, the text of the footnote to itS finanCIal statements that describes these items Ifthe organization elected, as permitted under SFAS 116 (ASC 958), to report in itS revenue statement and balance sheet works ofart, historical treasures, or other Similar assets held for public exhibition, education, or research in furtherance of public serVIce, prOVIde the followmg amounts relating to these items (i) Revenues included in Form 990, PartVIII, line 1

h-$

(ii)AssetS includedin Form 990,PartX

I"$

Ifthe organization received or held works ofart, historical treasures, or other Similar assets for finanCIal gain, prOVIde the followmg amounts reqUIred to be reported under SFAS 116 (ASC 958) relating to these items RevenueSincluded in Form 990,PartVIII,|ine1 b

h-$

Assets includedin Form 990,PartX

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

h-$ Cat No 5 2283 D

Schedule D (Form 990) 2012

ScheduleD(Form990)2012

Page2

Manizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 a

USIng the organIzatIons achISItIon, acceSSIon, and other records, check any of the followmg that are a SIgnIfIcant use of Its collectIon Items (check all that apply) I Loan orexchange programs d I Publlc exhlbltlon

b

I

Scholarly research

c

I

PreservatIon forfuture generatIons

e

I

Other

4

PrOVIde a descrIptIon of the organIzatIons collectIons and explaIn how they furtherthe organIzatIons exempt purpose In Part XIII

5

DurIng the year, dId the organIzatIon soIICIt or recere donatIons ofart, hIstorIcal treasures or other SImIIar assets to be sold to raIse funds ratherthan to be maIntaIned as part ofthe organIzatIons collectIon?

Part IV 1a b

' Yes

I No

Escrow and Custodial Arrangements. Complete If the organIzatIon answered "Yes" to Form 990, Part IV, lIne 9, or reported an amount on Form 990, Part X, lIne 21.

Is the organIzatIon an agent, trustee, custodIan or other IntermedIary for contrIbutIons or other assets not Included on Form 990,Part X?

|_Yes

|_No

If "Yes," explaIn the arrangement In Part XIII and complete the followmg table Amount

C

BegInnIng balance

d

AddItIons durIng the year

3

DIstrIbutIons durIng the year

f

EndIng balance

2a b

DId the organIzatIon Include an amount on Form 990,Part X,|Ine 21?

I_Yes

IfYes,exp|aIn the arrangement In Part XIII Check here Ifthe explanatIon has been prOVIded In Part XIII

. . . . . . . .

I_No '

Endowment Funds. Complete If the organIzatIon answered "Yes" to Form 990, Part IV, lIne 10. (a)Current year (b)PrIor year b (c)Two years back (d)Three years back (e)Four years back 1a

BegInnIng ofyear balance

b

ContrIbutIons

c

NetInvestment earnIngs,gaIns,and losses

d

Grants or scholarshIps

e

Other expendItures forfaCIIItIes and programs

f

AdmInIstratIve expenses

9

End ofyear balance

2

PrOVIde the estImated percentage of the current year end balance (IIne lg, column (a)) held as a

Board deSIgnated or quaSI-endowment h-

b

Permanent endowment h-

C

TemporarIly restrIcted endowment hThe percentages In lInes 2a, 2b, and 2c should equal 100%

3a

Are there endowment funds not In the posseSSIon of the organIzatIon that are held and admInIstered for the organIzatIon by (i)unrelatedorganIzatIons

b 4

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Yes

.

.

.

3a(i)

(ii) related organIzatIons . . . . . . . . . . . . . . . . . . . . . . . .

IfYes" to 3a(II), are the related organIzatIons lIsted as reqUIred on Schedule R? . . . . . . . . .

3a() 3b

No

DescrIbe In Part XIII the Intended uses ofthe organIzatIon's endowment funds

m

Land, Buildings, and Equipment. See Form 990, Part X, lIne 10.

Descnptmn of property (a) Cost or other baSIS (Investment)

(b)Cost or other baSIS (other)

(c) Accumulated deprecIatIon

(d) Book value

1a Land b BUIIdIngS c Leasehold Improvements

.

.

.

.

.

.

.

.

.

.

.

.

1,850

1,149

701

d EqUIpment

.

.

.

.

.

.

.

.

.

.

.

.

192,908

185,222

7,686

.

.

.

.

eOther Total. Add lInes 1a through 1e (Column (0') must equal Form 990, Part X, column (B), line 10(c).) .

.

.

.

.

.

. b-

8,387

Schedule D (Form 990) 2012

Schedule D (Form 990) 2012 m

Page 3

InvestmentsOther Securities. See Form 990, Part X, line 12. (a) Description ofsecurity or category (b)Book value (including name ofsecurity)

(c) Method ofvaluation Cost or end-ofyear market value

(1 )FinanCIal derivatives (2 )C losely-held eqUIty interests Other

Total. (Column (b) must equal Form 990, PartX, col (B) We 12)

"

InvestmentsPro ram Related. See Form 990, Part X, line 13. (a) Description of investment type (b) Book value

(c) Method ofvaluation Cost or end-ofyear market value

(1) EQUITY & DEBT SECURITIES

20,467,321

F

(2)EMERGING EUROPE GROWTH FUND LP

21,559,180

F

Total. (Column (b) must equal Form 990, PartX, col (B) We 13)

"

42,026,501

Other Assets. See Form 990, Part X, line 15. (a) Description

(b) Book value

Total. (Column (b) must equal Form 990, Part X, col.(B) lIne 15.)

1

Other Liabilities. See Form 990, Part X, line 25. (a) Description ofliability (b) Book value

Federal income taxes

0

DEFERRED INCOME

12,649

DEPOSITS RECEIVED ON SALE

325,000

EXIT-BASED INCENTIVE PAYABLE

128,004

Total. (Column (b) must equal Form 990, PartX, col (B) We 25)

p.

465,653

2. Fin 48 (ASC 740) Footnote In Part XIII, prOVIde the text of the footnote to the organization's finanCIal statements that reports the organization's liability for uncertain tax p05itions under FIN 48 (ASC 740) Check here ifthe text ofthe footnote has been prOVIded in Part XIII |7 Schedule D (Form 990) 2012

Schedule D (Form 990) 2012 m

Page4

Reconciliation of Revenue per Audited Financial Statements With Revenue per Return

Total revenue, gaIns, and other support per audIted fInanCIal statements 2

1

5,173,991

Amounts Included on lIne 1 but not on Form 990, Part VIII, lIne 12 a

Net unrealIzed gaIns on Investments

2a

b

Donated serVIces and use offaCIIItIes

2b

-28,508,403

c

Recoveries of prIor year grants

2c

d

Other(DescrIbe In Part XIII )

2d

e

Add lInes 2a through 2d

2e

-28,636,407

Subtract lIne 2e from lIne 1

3

33,810,398

3

-128,004

Amounts Included on Form 990, Part VIII, lIne 12, but not on lIne 1

c 5

Investment expenses not Included on Form 990, Part VIII, lIne 7b

4a

Other (DescrIbe In Part XIII)

4b

AddlInes4aand 4b

4c

Totalrevenue Add lInes 3and 4c. (ThIs must equalForm 990,PartI,lIne 12)

m

.

.

.

5

Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

Total expenses and losses per audIted fInanCIal statements 2

1

9,326,454

Amounts Included on lIne 1 but not on Form 990, Part IX, lIne 25 a

Donated serVIces and use offaCIIItIes

2a

b

PrIor year adjustments

2b

c

Otherlosses

2c

d

Other (DescrIbe In Part XIII)

2d

e

Add lInes 2a through 2d

2e

3

Subtract lIne 2e from lIne 1

3

4

Amounts Included on Form 990, Part IX, lIne 25, but not on lIne 1:

c 5

33,810,398

Investment expenses not Included on Form 990, Part VIII, lIne 7b

4a

Other (DescrIbe In Part XIII)

4b

AddlInes4aand 4b

4c

Totalexpenses Add lInes 3and 4c. (ThIs must equalForm 990,PartI,lIne 18)

m

9,326,454

5

9,326,454

Supplemental Information

Complete thIs part to prOVIde the descrIptIons reqUIred for Part II, lInes 3, 5, and 9, Part III, lInes 1a and 4, Part IV, lInes 1b and 2b, Part V, lIne 4, Part X, lIne 2, Part XI, lInes 2d and 4b, and Part XII, lInes 2d and 4b Also complete thIs part to prOVIde any addItIonal InformatIon IdentIerr SCHEDULE D,PARTX

Return Reference TAX STATUS

FORM 990, SCHEUDLE D, PART XI, RECONCILIATION OF CHANGES LINE 2D IN NET ASSETS AND REVENUE

ExplanatIon HISTORICALLY,THE FUND HAS BEEN EXEMPT FROM FEDERALINCOME TAXES UNDER SECTION 501(C)(3)OF THE U S INTERNAL REVENUE CODE (THE CODE),AND, BECAUSE IT WAS FUNDED THROUGH U S GOVERNMENT GRANTS, HAS BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION AS DEFINED IN SECTION 509(A)(1)OFTHE CODE THE FUND CHANGED ITS CLASSIFICATION DURING 2010 FROM AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION UNDER SECTION 509(A)(1)TO A PUBLIC CHARITY AS DEFINED IN SECTION 509(A)(2)OFTHE CODE, GIVEN THAT ITS INCOME IS NO LONGER DERIVED PRIMARILY FROM GRANTS THE FUND CONTINUES TO MAINTAIN ITS 501(C)(3) DESIGNATION AND IS EXEMPT FROM PAYMENT OF STATE AND LOCAL INCOME TAXES THE FUND IS REGISTERED AS A CHARITABLE TRUST IN ILLINOIS DEFERRED EXIT-BASED INCENTIVE ($128,004) Schedule D (Form 990) 2012

Iefile GRAPHIC print - DO NOT PROCESS :CHEDglaE F ( orm

| As Filed Data -

|

DLN: 93493225026894I

Statement of Activities Outside the United States

)

Department Oflhe Treasury Internal Revenue Service

w

Iv Complete if the organization answered "Y5" to Form 990, Part IV, line 14b, 15, or 16.

Iv Attach to Form 990. I See separate instructions.

Name of the organization WESTERN NIS ENTERPRISE FUND

2 Open to Public Inspect ion Employer identification number 13-3786524

m 1

General Information on Activities Outside the United States. Complete if the organization answered Yes to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or a55istance, the grantees eligibility for the grants or a55istance, and the selection criteria used to award thegrantsorasmstance"...................................

I_Yes|_No

2

For grantmakers. Describe in Part V the organizations procedures for monitoring the use of grant funds outSIde the United States.

3

ActiVites per Region (The followmg Part I, line 3 table can be duplicated ifadditional space is needed) (a) Region

Ru55ia and the Newly Independent States

(b) Number of offices in the region

2

(c) Number of (d) ActiVities conducted in (e) If actiVity listed in (d) is a employees, region (by type) (e g , program sewice, describe agents, and fundraismg, program speCIfic type of independent seNices, investments, grants sewice(s) in region contractors in to reCIpients located in the reg ion reg ion) 4 Program SerVIces General Operations

4 2 3a Sub-total b Total from continuation sheets to PartI c Totals (add lines 3a and 3b) 2 4 For Paperwork Reduction Act Notice, see the Instructions for Form 990.

(f) Total expenditures for and investments in region

8,937,206

8,937,206

Cat No 50082W

8,937,206 Schedule F (Form 990) 2012

Schedule F (Form 990) 2012 m

Page 2

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered Yes to Form 990, Part IV, line 15, for any reCIpient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization

(b) IRS code section and EIN (if applicable)

(c) Region

(d) Purpose of grant

(e) Amount of cash grant

(f) Manner of cash disbursement

(9) Amount of of non-cash a55istance

2

Enter total number of reCIpient organizations listed above that are recognized as charities by the foreign country, recognized as taxexempt by the IRS, or for which the grantee or counsel has prowded a section 501(c)(3) equwalency letter .

3

Enter total number of other organizations or entities.

(h) Description of non-cash a55istance

(i) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012 m

Page 3

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type ofgrant or a55istance

(b) Region

(c) N umber of reCIpients

(d) Amount of cash grant

(e) Manner ofcash disbursement

(f) Amount of non-cash a55istance

(9) Description of non-cash a55istance

(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012 Part IV 1

Page4

Foreign Forms

Was the organization a U S transferor of property to a foreign corporation during the tax year? If Yes,the organization may be reqUIred to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)

'

Yes

'7

No

Did the organization have an interest in a foreign trust during the tax year? If Yes, the organizationmay be reqUIred to file Form 3520, Annual Return to Report Transactions With Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A)

|_

Yes

'7

No

Did the organization have an ownership interest in a foreign corporation during the tax year? If Yes, the organization may be reqUIred to file Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations. (see Instructions for Form 5471)

[7

Yes

i

No

Was the organization a direct or indirect shareholder ofa passwe foreign investment company or a qualified electing fund during the tax yea r? If Yes, the organization may be reqUIred to file Form 8621, Return by a Shareholder of a Pa55ive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)

'

Yes

'7

No

Did the organization have an ownership interest in a foreign partnership during the tax year? If Yes, the organization may be reqUIred to file Form 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)

|7

Yes

i

No

Did the organization have any operations in or related to any boycotting countries during the tax year? If Yes, the organization may be reqUIred to file Form 5713, International Boycott Report (see Instructions for Form 5713).

'

Yes

'7

No

Schedule F (Form 990) 2012

ScheduleF(Form990)2012

Page5

Supplemental Information Complete this part to prowde the information reqwred by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of reCIpients), as applicable. Also complete this part to prowde any additional information (see instructions).

Identifier

ReturnReference

Explanation

See Additional Data

Schedule F (Form 990) 2012

Additional Data

Software ID: Software Version: EIN: Name:

13-3786524 WESTERN NIS ENTERPRISE FUND

Form 990 Schedule F - Supplemental Information Identifier SCHEDULE F, PART I, LINE 3

ReturnReference Foreign ActiVities

Explanation Western N15 has an office in the US, but most ofits operations are in Ukraine and Moldova , given its taxexempt missmn (See Schedule 0 for additional details ) Western N15 has O ne office in Ukraine and one in Moldova

Form 990 Schedule F - Supplemental Information Identifier SCHEDULE F,PART I, LINE 3,COLUMN (F)

ReturnReference ACCOUNTING METHOD

Explanation PROGRAM SERVICE EXPENDITURES INCLUDE DIRECT EXPENSES RECORDED USING THE ACCRUAL BASIS DURING FISCAL YEAR 2013 NO INDIRECT EXPENSE ALLOCATIONS HAVE BEEN MADE

Form 990 Schedule F - Supplemental Information Identifier Foreign Filing 5471

ReturnReference 5471

Explanation The foreign filing reqUIrement, Form 5471, Information Return ofU S Persons With Respect to Certain Foreign Corporations, for LLC Kerameya, a foreign corporation, has been satisfied by the followmg U S Person Name Emerging Europe Growth FD, LP Address 175 Jackson Boulevard, Chicago, IL 60604 EIN 20-2901144 Where Return Filed E Filed

Form 990 Schedule F - Supplemental Information Identifier Foreign Filing 8865

ReturnReference 8865

Explanation The foreign filing reqUIrement, Form 8865, Return ofU S Persons With Respect to Certain Foreign Partnerships, for Sakonia Venture Limited, a foreign partnership, has been satist ed by the followmg U S Person Name Emerging Europe Growth FD, LP Address 175 Jackson Boulevard, Chicago, IL 60604 EIN 20-2901144 Where Return Filed E FILED

Iefile GRAPHIC print - DO NOT PROCESS Schedule L (Form 990 or 99042)

Department ofthe Treasury Internal Revenue SerVIce

| As Filed Data -

|

DLN: 93493225026894I OMB N0 1545'0047

Transactions with Interested Persons F- Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b. h- Attach to Form 990 or Form 990-EZ. h- See separate instructions.

Name of the organization WESTERN NIS ENTERPRISE FUND

Open to Public Inspection

Employer identification number

13-3786524 Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).

Complete ifthe organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b (a) Name ofdisqualified person (b) Relationship between disqualified (c) Description of transaction (d) Corrected? person and organization Yes No

m 1

2

Enterthe amount oftax incurred by organization managers or disqualified persons during the year under section

3

Enterthe amount oftax, ifany, on line 2, above, reimbursed by the organization .

.

.

.

.

.

.

I" $

m

Loans to and/or From Interested Persons.

Complete ifthe organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or ifthe organization reported an amount on Form 990, Part X, line 5, 6, or 22 (a) Name of (b) Relationship (c) Purpose (d) Loan to (e)Origina| (f)Ba|ance (g) In (h) (i)Written interested With organization ofloan orfrom the prinCIpal due default?

Approved agreement? person organization? amount by board or committee?

To

Total

I"

From

Yes

No

$

Yes

No

Yes

I

No

I

Grants or Assistance Benefitting Interested Persons.

Complete if the organization answered "Yes" on Form 990, Part IV, line 27. (a) Name of interested person

(b) Relationship between interested person and the organization

(c) Amount ofa55istance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

(d) Type ofa55istance

Cat No 50056A

(e) Purpose ofa55istance

Schedule L (Form 990 or 990-52) 2012

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.

Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c. (a) Name ofinterested person (b) Relationship (c) A mount of (d) Description oftransaction between Interested transaction person and the organization

(e) Sharing of organization's revenues?

Yes

(1)HorizonCapitalAssomates LLC

MGMT OVERLAP SEE SCH O

(2)Hori20nCapitalAdVisors LLC

MGMT OVERLAP SEE SCH O

871,096 InvestmentManagement serVIces 36,000

Use ofChicago office

No No No

Supplemental Information Complete this part to prOVIde additional information for responses to questions on Schedule L (see instructions) Identifier BUSINESS TRANSACTIONS WITH INTERESTED PERSONS

Ret urn Reference SCHEDULE L, PART IV

Explanation Natalie Jaresko (officer and director), Mark Iwashko (officer) and Lenna Koszarny (officer) are owners and/or officers ofHorizon Capital Assomates LLC (HCA), the investment management company contracted to manage the Western NIS portfolio EFFECTIVE SEPTEMBER 30, 2013, MARK IWASHKO HAS RESIGNED HIS DUTIES AS AN OFFICER OF WESTERN NIS AND HAS ALSO RESIGNED AS AN OWNER/AND OR OFFICER OF HCA As noted in Part III of Form 990, one ofWestern NIS' key accomplishments was fulfilling the directive from USAID to enable the establishment ofa private successorfund, Emerging Europe Growth Fund LP (EEGF) A new private investment management company, Horizon Capital Assomates LLC (HCA), was formed to support EEGF and Western NIS This approach followed the precedent of USAID-financed enterprise funds in Central and Eastern Europe, Which successfully attracted Significant private capital Western NIS is nearing its Wind-down phase, and the founding of EEGF was a Significant accomplishment towards fulfilling Western NIS' missmn The investment management agreement With HCA was entered into

by Western NIS on pari passu terms as the third-party investment management agreement between HCA and Emerging Europe Growth Fund, LP to ensure that the Western NIS-HCA investment management agreement was in line With market terms Underthe terms ofthe grant agreement With USAID, Western NIS is managed by a board ofdirectors comprised of private Citizens (a majority of Whom must be US Citizens), Who have demonstrated experience and expertise in those areas of private sector development in Which the Fund is involved The initial members were elected With the adVIce of the PreSIdent of the United States or the PreSIdent's de5ignee, and current members now elect future members Fol|0Wing the founding of EEGF, all employees ofWestern NIS (except those located in the US) became employees ofHCA's Wholly-owned subSIdiary, Horizon Capital AdVIsors, LLC (HCAD), resulting in the transfer ofemployee compensation, operating and other expenses from Western NIS to HCAD During the Fiscal year 2013, Western NIS also engaged in certain busmess transactions With HCAD, as approved by the board ofdirectors, and as shown in Part IV ofSchedule L Schedule L (Form 990 or 990-EZ) 2012

Iefile GRAPHIC print - DO NOT PROCESS

| As Filed Data -

|

DLN:93493225026894I OMB No 1545-0047

SCHEDULE 0 (Form 990 or 990-EZ) Department of the Treasury Internal Revenue Sewice

Supplemental Information to Form 990 or 990-EZ Complete to provide information for responses to specific questions on Form 990 or to provide any additional information. h- Attach to Form 990 or 990-EZ.

Name of the organization WESTERN NIS ENTERPRISE FUND

Open to Public Inspection

Employer identification number 1 3-3786524

Identifier

Form 990, Part VI, Line 2

Return Reference Business Relationships

Explanation

There was a business relationship during the year between Natalie A Jaresko (President/CEO, and voting director), MarkA Iwashko (Executive VP and CIO), and Lenna Koszarny (CFO & Administrative Officer), as they are owners and/or officers of Horizon Capital AssOCIates LLC (HCA), the investment management company which has entered into a contract approved by the Western NIS Board of Directors and USAID, to prOVIde investment management serVIces to Western NIS These three indiViduaIs are also owners and/or officers of Horizon Capital AdVIsors, LLC (HCAD), a subadVIsor entity prOVIding serVIces to the management company EFFECTIVE SEPTEMBER 30, 2013, MARK IWASHKO HAS RESIGNED AS AN OWNER/AND OR OFFICER OF HCA AND HCAD

Identifier

Form 990, Part VI, Lines 6 & 7a

Return Reference Members

Explanation

The corporate members of Western NIS consist of the directors who are US Citizens The members have the rights to elect and remove directors

Identifier

Return Reference

Form 990, Part VI, LIne 7b

Approval by Members

Explanation

USAID has the authorIty to, and In fact does, approve certaIn Western NIS' deCIsIons, Including the long-term eqUIty Incentive plan, the prIvatIzatIon of HorIzon CapItal In 2006, the terms of the HCA Investment management agreement WIth Western NIS, and the contrIbutIon of certaIn Investments to the EmergIng Europe Growth Fund, LP, a regIonal prIvate eqUIty fund launched In 2006 USAID conducts semI-annual reVIews of Western NIS and reVIews monthly reports and annual audIted fInanCIal statements and annual reports sumetted by Western NIS

Identifier

Form 990, Part VI, Line 11

Return Reference Form 990 ReVIeW Policy

Explanation

Western NIS Enterprise Fund's Form 990 is prepared by an Independent accounting firm In conjunction With its finance staff The Chief FinanCIal Officer (CFO) reVIews, edits, and approves the draft Form 990 prior to reVIeW by the President/Chief Executive Officer (CEO) Once the CEO completes reVIeW of the draft Form 990 and any reVIsions are incorporated, the draft Form 990 is distributed to a subcommittee of the Board formed to reVIeW and approve the Form 990 on behalf of the full Board of Directors Once their comments are incorporated and the Form 990 is approved, a copy of the Form 990 that Will be filed With the IRS is prOVIded to all members of the Board of Directors, as well as external corporate counsel, prior to filing

Identifier

Form 990, Part VI, Line 12

Return Reference Conflict of Interest Policy

Explanation

Officers are appomted on an annual basis by the Board of Directors of Western NIS Enterprise Fund, and the terms of appomtment Include compliance With the pOIICIes and procedures of the Fund, including the conflict of interest policy The Grant Agreement With USAID includes the conflict of interest policy and identifies which matters must be discussed With USAID Compliance is monitored Via the annual audit process, conducted by an independent big 4 public accounting firm, through reVIeW of transactions, including related party transactions and internal control procedures Any potential conflict would be reVIeW ed and handled by the board of directors and outside legal counsel If a conflict was related to a board member, then that board member would be reqUIred to abstain from discussion and abstain from voting on the conflicted matter

Identifier

Return Reference

Explanation

Form 990, Part VI, Line 15 and Part IX, Lines 5 - 10

Compensation

Western NIS has a speCIal compensation structure that reflects Its tax-exempt mission As noted In Part III of Form 990, one of Western NIS' key accomplishments was fulfilling the directive from USAID to establish a private follow-on fund, Emerging Europe Growth Fund LP(EEGF) This directive follow ed the precedent of USAIDfinanced enterprise funds in Central and Eastern Europe, which successfully attracted significant private capital As described in Schedule 0, Western NIS is nearing its Wind-down phase, and the founding of EEGFwas a significant accomplishment towards Western NIS' mission A private investment management company, Horizon Capital AssOCIates LLC (HCA), was formed to manage the investments of EGF and Western NIS Followmg the founding of EGF, all employees of Western NIS (except those located in the US) became employees of HCA's subadVIsor entity, Horizon Capital AdVIsors, LLC (HCAD), resulting in the transfer of employee compensation, operating and other expenses from Western NIS to HCA and HCAD Accordingly, Western NIS currently has no employees, other than an administrative assistant and a part-time accountant in the US Both the formation of the Horizon Capital entities and outsourCIng of investment management functions to HCA were approved by USAID Western NIS pays HCA an annual management fee, as disclosed in Schedule L The investment management agreement With HCA was approved by the Board of Directors of Western NIS, after reVIew and approval of its key terms, including the management fee, by USAID, which had prior experience reVIewmg and approvmg similar investment management agreements entered into by other enterprise funds that it regulates The management fee formula is identical to that in the investment management agreement between HCA and EGF, which also was reVIew ed and approved by the WESTERN NIS Board and USAID (as well as by other investors in EEGF) In 2002, the board members of Western NIS established a long-term eqUIty incentive plan ("LTEI"), which was based on similar arrangements at other USAID-financed enterprise funds and was approved by the US Congress and USAID The LTEI Plan is not compensation from government grant funds but a separately USAID-approved incentive plan funded from investment sales proceeds LTEI compensation is not contingent on revenues or net earnings, but rather on a profitable eXIt of a portfolio company that exceeds the baseline value set by the board of directors and approved by USAID Upon the spin-off of employees to HCAD, the LTEI plan remains in effect as long as 1) the investment management agreement between Western NIS and HCA continues, 2) the speCIfic employee remains in the employ of HCAD and 3) the board of directors does not amend, alter or terminate the plan This is intended to maXImize Western NIS' returns on its remaining portfolio LTEI payments during the 2012 calendar year are set forth in the followmg paragraph The statement of functional expenses in Part IX sets forth $7,746,376 of expenses under the long-term eqUIty incentive plan (LTEI) that were paid out in February 2013, before the 9/30/13 fiscal year end This amount is comprised of $4,632,744 of LTEI payments made to current officers and $33,921 of related taxes and $3,072,099 of LTEI payments made to former key employees and $7,612 of related taxes In the compensation section of Form 990, Part VII, we report $nil paid under the LTEI during the 2012 calendar year to current and former officers, because those sections report compensation paid during the 2012 calendar year In addition, we note that the Grant Agreement With USAID prOVIdes that US Government Grant funds may not be used to compensate employees of Western NIS, or employees of an organization in which it owns a majority interest, over $150,000 per annum The LTEI plan is not compensation from Government Grant funds but a separately USAID-approved incentive plan funded from investment sales proceeds

Identifier

Return Reference

Form 990, Part VI, LIne 16

JOInt Ventures

Explanation

The tax-exempt mIssIon of Western NIS EnterprIse Fund established by the US Congress and USAID Is directly furthered by the Fund's Investments In small-to mId-sIzed companIes In the UkraIne and Moldova, and also by Its Investment In EEGF, a regIonal prIvate eqUIty fund whose estabIIshment was encouraged, reVIew ed and approved

by USAID Under the terms of Its grant agreement from USAID, Western NIS takes a commerCIal approach to Its Investment actIVItIes In portfollo companIes In the Western Newly Independent States, as a matter of operatIng phI|osophy The ertten grant agreement also prOVIdes numerous terms and condItIons to ensure that the portfollo companIes It Invests In further Its tax-exempt mIssIon and USAID gUIdeIInes Western NIS has a ertten pollcy that reqUIres, among other thIngs, that all Investments be In accord WIth the grant agreement, thch expressly defInes permIssIble Investments as well as prothIted transactIons consIstent WIth Western NIS' congressIonally mandated charItable mIssIon In addItIon to thIs ertten pollcy, Western NIS has adopted varIous measures that safeguard Its exempt status WIth respect to Its Investments These measures Include ensurIng that Investment agreements WIth portfollo companIes are on an arm's length basIs and contaIn prOVIsIons to assure compIIance WIth relevant clauses WIthIn the grant agreement USAID speCIfIcally reVIew ed and approved In ertIng Western NIS' Investment In EEGF as an Integral part of Its tax exempt mIssIon

Identifier

Form 990, Part VI, Line 19

Return Reference Disclosures

Explanation

As a USAID reCIpient, Western NIS' governing documents, Including Its conflict of interest policy, and its finanCIal statements are prOVIded to USAID and are made available to the public through this organization The finanCIal statements are also posted on Western NIS' website

Identifier

Form 990, Part Vll, Section B, LIne 1

Return Reference Management Fees

Explanation

Management Fees In the amount of $ 1,020,891 paId to HorIzon CapItal AssOCIates LLC represent management fees paId In calendar year 2012 as thIs Is the calendar year endIng WIthIn Western NIS' tax year begInnIng 10/01/2012 and endIng 09/30/2013 ThIs amount differs fromthe management fee reported In Schedule L Part IV BusIness TransactIons Involvmg Interested Persons as thIs latter amount reflects actual payments made In scal 2013

Identifier

Return Reference

Explanation

Form 990, Part III, Line 1

Organization Mission

The Western NIS (New Independent States) Enterprise Fund (the "Fund") is a not-for-profit corporation formed pursuant to the support for East European Democracy Act of 1989 (the "S EED Act") and the 1992 Freedom for Russia and Emerging Eurasian DemocraCIes and Open Markets Support Act (the "Freedom Support Act") Western NIS' primary purpose is promoting the development of the private sector, and the poIICIes and practices condu0ive to such develo pment, of the Western NIS region (the "Region"), which consists of Ukraine, Moldova and Be Iarus The U S Congress authorized appropriations of $150 million, which were committed b y the United States Agency for International Development ("USAID") for Western NIS program purposes and administrative expenditures (the "Grant") Amounts received from USAIDwere conditioned upon Western NIS' compliance With the reqUIrements of the grant agreement With USAID and the Seed and Freedom Support Acts, which imposed certain U S policy objectives and reporting obligations Western NIS is engaged in a broad private investment programi n the region which, through eqUIty investments, loans, leases, technical assistance and ot her measures, emphasizes a commitment to small-and medium-sized private businesses Wester n NIS prOVIdes technical assistance to companies in which it has invested Through its dir ect role in investments in the region's private sector, Western NIS seeks to generate prof its that Will further support its actIVIties and attract investments by others As part of its investment operations, Western NIS may obtain representation on management and superv isory counCIls of investee companies Western NIS' Grant agreement With USAID states that the success of Western NIS Will be characterized by the extent to which it causes or contr ibutes to (1) The successful establishment, or strengthening of, a Wide array of small an d mediumsized firms across the different sectors of the economies in the Western NIS Repu blics, (2) The generation of new employment opportunities in the private sector of the Wes tern NIS Republics, (3) Investment by other private companies in sectors Where Western NIS took an initial lead, (4) The completion of a Wide array of transactions that develop and strengthen finanCIal markets in the Western NIS Republics, (5) Development by Western NIS of a number of key J0int ventures between private companies of the US and the Western NIS Republics, and (6) Consistent With Western NIS' sound business Judgment, the conduct of a ctIVIties intended to further investment in each of the Western NIS Republics One of West ern NIS' key accomplishments was fulfilling the directive from USAID to enable the establishment of a private successor fund, Emerging Europe Growth Fund LP(EEGF) A new private i nvestment management company, Horizon Capital AssOCIates LLC (HCA), was formed to support EGF and Western NIS This approach follow ed the precedent of USAID-financed enterprise fu nds in Central and Eastern Europe, which successfully attracted significant private capita | Western NIS is nearing its Wind-down phase, and the founding of EEGFwas a significant accomplishment towards fulfilling Western NIS' mission Based on USAID and Congressional a pproval, Western NIS' board of directors committed $25 million to EGF and approved the sa le of certain investments to EEGF in 2006 EEGF now functions as a mid-cap private eqUIty fund making investments in Ukraine, Moldova, and Belarus WNISEF is a cornerstone limited partner in EEGF EEGF has invested between $5 to $25 million in expansion and buy-out oppo rtunities in the folIOWIng industries finanCIal serVIces, fast movmg consumer goods, ret ail and industrial goods USAID has already distributed the full grant of $150 million to Western NIS, With the final tranche received in fiscal year 2007 According to the grant a greement, USAID may establish the date after which Western NIS shall commence the Winding up of its affairs and sale of its assets Under this authority, USAID originally establish ed Western NIS' termination commencement date as August 26, 2009 During fiscal year 2009, Western NIS requested and was granted an extension from USAID of the termination commence ment date to August 26, 2011 In January 2011, USAID further extended this date to August 26, 2013 With the condition that the legacy proposal be presented to USAID by August 26, 2 011 The legacy proposal sets forth Western NIS' proposal for the establishment of a legac y foundation to be funded by proceeds derived fromthe sale of assets The fund's proposal was submitted to USAID as reqUIred, including confirmation that as of August 26, 2011, WN ISEFWill not make any new investments or commitments, although the Fund may make follow-o n investments in companies in its eXIsting portfolio until August 26, 2013, the reVIsed te rmination commencement date In June 2013, USAID established a target liqUIdation date of August 26, 2016 as the date by which the Fund must

Identifier

Form 990, Part III, Line 1

Return Reference Organization Mission

Explanation

have completed the Wind-up and liqUIdation of all of Its assets The Grant Agreement betw een Western NIS and USAIDwas amended to reflect this Target LiqUIdation Date of August 26 , 2016 and further states that this date may only be extended With the prior written appro val of USAID

Identifier Form 990, Part XI, LIne 9

Return Reference OTHER CHANGES IN NEI' ASSEI'S

Explanation DEFERRED EXIT-BASED INCENTIVE

(128,004)

Iefile GRAPHIC print - DO NOT PROCESS

| As Filed Data -

DLN: 93493225026894 OMBN

. . .

Related Organizations and Unrelated Partnerships

SCHEDULE R (Form

|

F- Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37. h- Attach to Form 990. h- See separate instructions.

1545-0047 1 2

Ope n to Public Inspection

Department oflhe Treasury Inlemal Revenue Sewice Name of the organization WESTERN NIS ENTERPRISE FUND

Employer identification number 1 3-3786524

m

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity

m

(b) Primary actiVity

(C) Legal domicile (state or foreign country)

(d) Total income

(e) Endofyear assets

(0 Direct controlling entity

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related taxexempt organizations during the tax year.) (a) Name, address, and EIN of related organization

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

(b) Primary actiVity

(C) Legal domicile (state or foreign country)

(d) Exempt Code section

C at N o 5 O 1 3 SY

(e) Public charity status (if section 501(c)(3))

(f) Direct controlling entity

(9) Section 512(b) (13) controlled entity?

Yes No

Schedule R (Form 990) 2012

ScheduleR(Form 990)2012 m

Page2

Identification of Related Organizations Taxable as a Partnership (Complete If the organIzatIon answered "Yes" to Form 990, Part IV, |Ine 34 because It had one or more related organIzatIons treated as a partnershIp durIng the tax year.) (a) Name, address, and EIN of related organIzatIon

Part IV

(b) PrImary actIVIty

(C) Legal d0m|C||e (state or foreIgn country)

(d) DIrect controIIIng entIty

(e) (f) (9) (h) (i) (J') PredomInant Share of Share of DIsproprtIonate Code VUBI General or Income(re|ated, total Income endofyear allocatIons7 amount In box managIng unrelated, assets 20 of partner? excluded from Schedule K1 tax under (Form 1065) sectIons 512 514) Yes No Ya No

(k) Percentage ownershIp

Identification of Related Organizations Taxable as a Corporation or Trust (Complete If the organIzatIon answered "Yes" to Form 990, Part IV, |Ine 34 because It had one or more related organIzatIons treated as a corporatIon or trust durIng the tax year.) (a) Name, address, and EIN of related organIzatIon

(b) PrImary actIVIty

(C) Legal d0m|C||e (state or foreIgn country)

(d) DIrect controIIIng entIty

(e) Type of entIty (C corp, S corp, or trust)

(f) Share of total Income

(9) Share of endof year assets

(h) Percentage ownershIp

(1) Glass ContaIner PrIm SA

MANUFACTURING

MD

NA

N/A

3,219,560

44,411,521

81 476 %

(i) SectIon 512 (b)(13) controlled entIty7 Ya No Yes

(2) GLASS CONTAINER PRIM PLUS SRL

LEASING ASSETS

MD

Glass ContaIner

N/A

1,736

13,836,060

81 476 %

Yes

Schedule R (Form 990) 2012

ScheduleR(Form 990)2012

Page3

Transactions With Related Organizations (Complete If the organIzatIon answered "Yes" to Form 990, Part IV, Me 34, 35b, or 36.)

Note. Complete lIne 1Ifany entIty Is lIsted In Parts II, III, or IV ofthIs schedule

Yes

N0

1 DurIng the tax year, dId the orgranIzatIon engage In any of the followmg transactIons WIth one or more related organIzatIons lIsted In Parts II-IV? Yes

a

ReceIpt of (i) Interest (ii) annUItIes (iii) royaltIes or (iv) rent from a controlled entIty

1a

b

GIft, grant, or capItal contrIbutIon to related organIzatIon(s)

1b

N0

c

GIft, grant, or capItal contrIbutIon from related organIzatIon(s)

1C

N0

d

Loans or loan guarantees to or for related organIzatIon(s)

1d

N0

e

Loans or loan guarantees by related organIzatIon(s)

1e

N0

f

DIVIdends from related organIzatIon(s)

1f

N0

9

Sale ofassets to related organIzatIon(s)

lg

No

h

Purchase ofassets from related organIzatIon(s)

1h

N0

i

Exchange ofassets WIth related organIzatIon(s)

1i

N0

j

Lease of faCIIItIes, eqUIpment, or other assets to related organIzatIon(s)

15

N0

k

Lease of faCIIItIes, eqUIpment, or other assets from related organIzatIon(s)

1k

No

1'

N0

m Performance ofserVIces or membershIp orfundraISIng solICItatIons by related organIzatIon(s)

1'

N0

n SharIng of faCIIItIes, eqUIpment, maIlIng lIsts, or other assets WIth related organIzatIon(s)

1"

N0

I

2

Performance ofserVIces or membershIp orfundraISIng solICItatIons for related organIzatIon(s)

0

SharIng of paId employees WIth related organIzatIon(s)

10

N0

p

ReImbursement paId to related organIzatIon(s) for expenses

1p

No

q

ReImbursement paId by related organIzatIon(s) for expenses

11

N0

r

Othertransfer ofcash or property to related organIzatIon(s)

1r

No

5

Othertransferofcash or property from related organIzatIon(s)

15

N0

Ifthe answerto any of the above Is "Yes," see the InstructIons for InformatIon on who must complete thIs lIne, IncludIng covered relatIonshIps and transactIon thresholds (a) Name of other organIzatIon

(1) Glass ContaIner PrIm SA

(b) TransactIon type (as) A

(C) Amount Involved

(d) Method of detennInIng amount Involved

131,917 ACCRUAL

Schedule R (Form 990) 2012

Schedule R (Form 990) 2012

Page4

m Unrelated Organizations Taxable as a Partnership (Complete If the organIzatIon answered "Yes" to Form 990, Part IV, lIne 37.)

PrOVIde the followmg InformatIon for each entIty taxed as a partnershIp through thch the organIzatIon conducted more than ve percent of Its actIVItIes (measured by total assets or gross revenue) that was not a related organIzatIon See InstructIons regardIng exclu5Ion for certaIn Investment partnershIps (a) Name, address, and EIN of entIty

(1) EmergIng Europe Growth Fund LP

(b) PrImary actIVIty

PrIvate EqUIty

(C) Legal d0m|C|le (state or foreIgn country)

DE

(d) PredomInant Income (related, unrelated, excluded from tax under sectIon 512 514)

(e) Are all partners sectIon 501(c)(3) organIzatIons7

Ys

(f) Share of total Income

(9) Share of endofyear assets

No No

(h) DIsproprtIonate allocatIons7

Yes 285,644

20,507,049

(i) Code VUBI amount In box 20 of Schedule K1 (Form 1065)

No No

(J') General or managIng partner?

Yes 0

(k) Percentage ownershIp

No No

20 363 %

175 W Jackson Blvd Ste 2225ChIcago, IL 60604 202901144

Schedule R (Form 990) 2012

Additional Data

Return to Form

Software ID: Software Version: EIN: Name:

13-3786524 WESTERN NIS ENTERPRISE FUND

Schedule R (Form 990) 2012 m

Page 5

Supplemental Information Complete this part to prOVIde additional Information for responses to questions on Schedule R (see instructions) Identifier

Return Reference

Explanation

I

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE

16.8096/o

39.7459/o 24.6227*

81.4763/o

.99 9 0/

25.1/o 280/0

7 .8014/o 0/0 49

84875.2 70/.

81.85060/0

9.983/o 100/o

75.10 2/o

Sept30, of Asember 2012 USA

5-794/ROMANIA

45.CYPRUS 11/o

MOLDOVA

UKRAINE

RUSSIA

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

KAZAKHSTAN

16.8096/o

100/o

39.7459/o 24.6227*

81.4763/o

280/0

9.983/o 100/o

Sept30, of Asember 2013

* hol tbehal diThe owner subj the of approval 24.Wrecei 15.EEGF. EEGF NBM out Into to ransfIS on NIr36895% 227% ectSdEFesshipfrctpt.

USA

5.7940/0 250/

45.CYPRUS 11/o

MOLDOVA

UKRAINE