Berkeley Endowment Management Company

“Form 990, part vi, section 1, line 4 the bylaws were revised on february 26, 2015 to update the terms and roles of the board members including: omitting the provisions that the board shall include two ex-officio positions, redefining the officer roles to be chair, president, treasurer, and secretary, and limiting the terms of officer roles to three years for chair, president and treasurer while limiting secretary and other roles to a one year term (that can be extended to up to three years). In addition to redefining the roles and terms of the officer and board members, the revised bylaws clarify and simplify the definition of the audit committee. Form 990, part vi, section 1, line 6 the university of california berkeley foundation ("ucbf") is the sole member of bemco. Form 990, part vi, section 1, line 7a election to be a member of the board of directors: directors of berkeley endowment management company ("bemco") are elected by action taken by ucbf at a meeting of the board of trustees of ucbf. Any director of bemco may be removed with or without cause by ucbf. Two members of the board of directors of bemco must be trustees of ucbf.”

“Form 990, part vi, section 1, line 7b pursuant to article v of the bylaws of bemco, the following actions require the approval by the university of california berkeley foundation: (a) any amendment or restatement of the articles of incorporation or bylaws of bemco; (b) approval and/or ratification of annual budgets proposed by the management of bemco; (c) election and removal of any director of the board; (d) purchase, sale, lease, transfer or any other disposition or encumbrance of the real property of bemco; (e) assumption or creation of any indebtedness of bemco except in the ordinary course of business; (f) major transactions of bemco, including, but not limited to, the purchase, sale, lease or other disposition or encumbrance of material assets of bemco; (g) any merger, acquisition, consolidation or dissolution of bemco, or the disposition of all or substantially all of the assets of bemco other than in the ordinary course of business; (h) establishment of any subsidiary of bemco; and (i) dissolution of bemco.”

“Form 990, part vi, section b, line 11b information to prepare the 990 was gathered by the bemco treasurer. The return was prepared with the assistance of kpmg, llp and was reviewed by the treasurer. The form 990 was then reviewed by ucbf's audit committee, which has authority and oversight of the bemco audit and tax preparation. Kpmg, llp signed the return as a paid preparer. A complete copy was provided to the full bemco board after the audit committee reviewed the form 990 and prior to filing with the irs.”

“FORM 990, PART VI, LINE 12C ON AN ANNUAL BASIS, BEMCO DISTRIBUTES CONFLICT OF INTEREST QUESTIONNAIRES WHICH THE BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES COMPLETE AND RETURN. THE TREASURER OF THE ORGANIZATION REVIEWS THE RETURNED FORMS FOR COMPLIANCE. IF A CONFLICT IS DISCOVERED IT IS ESCALATED TO THE APPROPRIATE PARTY WITHIN THE ORGANIZATION and the individual recuses himself/herself from the deliberations and decision regarding the transaction.”

“FORM 990, PART VI, LINE 15A The compensation arrangement and comparable data for the President was reviewed and approved by the compensation committee, a body authorized by the board of directors and consisting of persons independent of the transaction under consideration. Reasonableness of salary and method of the President's compensation was based on comparable compensation market data for investment professionals in similar foundation/university/college/higher education investment roles. The deliberations and decisions regarding the President's compensation arrangement were contemporaneously documented in compensation committee minutes. The documentation included the terms of the approved transaction and the date it was approved; the members of the committee who were present during the discussion of the transaction that was approved and those who voted on it; the comparability data obtained relied upon by the committee and how the data was obtained; and noted there were no conflicts of interests. The President's compensation was last adjusted in 2015. Form 990, Part VI, Line 15B Officer Loraine Binion was not compensated by BEMCO. She was an employee of the University of California, Berkeley, a related organization, and the compensation was determined and paid by the University.”

“Form 990, part vi, section c, line 19 the organization's governing documents, conflict of interest policy and financial statements are available to the public upon request.”