UCLA Investment Company

“Members or stockholders of corporation the ucla foundation is the sole member of the corporation.”

“Power to elect or appoint members of governing body the election of the company's board members are subject to the approval by the board of the ucla foundation.”

“Governance decisions subject to approval by the member pursuant to article iii of the organization's bylaws, the following actions require the approval by the ucla foundation, as the sole member:(a) approval of articles of incorporation and bylaws for adoption by the board; (b) any amendments to the articles of incorporation or bylaws; (c) appointment of the board, and removal of directors at any time with or without cause following consultation with the president; (d) selection of the president and chief investment officer; (e) merger, consolidation, or affiliation with another corporation, organization or program, or the dissolution of the corporation; (f) assumption or creation of any indebtedness, except in the ordinary course of business; (g) sale, lease encumbrance or other disposition of substantially all assets; (h) establishment of any subsidiary.”

“Monitoring of conflict of interest policy the company's conflict of interest policy covers all directors, officers or members of any committee of the board of directors (interested persons). All interested persons are required to complete the annual conflict of interest policy affirmation and dislosure statement. Disclosure of potential conflicts reported on affirmation forms are reviewed by the company board and the foundation executive committee. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and committee members considering the proposed transaction or arrangement. After disclosure of the financial interest, all material facts concerning the transaction and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. After exercising due diligence, including review of appropriate data as to comparability, the board or committee shall determine whether the company can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. The board or committee shall decide by a majority vote of the members, excluding any interested persons, whether to enter into the transaction or arrangement. The board conducts periodic reviews of compliance of the officers and directors at least once every three years which may be conducted by outside advisors. That review includes compensation and benefit arrangements and potential private inurement or benefit resulting from any partnerships, joint ventures or arrangements with management organizations.”

“Process of determining compensation for president / cio the board delegated responsiblity for determining compensation of the president/cio to the administrative & oversight committee (aoc), who acts as a compensation committee. The aoc is comprised of 1) the board chairman of the ucla foundation, 2) board chair of the ucla investment company, 3) cfo of the ucla campus, and 4) one (1) director recommended by the chair and designated by the board for a one-year term on the aoc. All are independent and have no conflicts with the transactions. The aoc reviews the proposed compensation, bonus and benefit packages of the president's employment contract and approves on behalf of the full board. The review and approval of the employment contract shall occur initially upon the hiring of the president, whenever the term of employment, if any, of the president is renewed or extended, and whenever the compensation is modified. The company utilized an industry leading third party's national compensation survey for endowment & foundation officers to provide benchmarking data of total compensation and benefits packages of the president. In addition, the company reviewed forms 990 of university foundations with similar endowment asset sizes in the greater los angeles area. The compensation package for the president/cio effective for the fiscal years 2022-2023 and 2023-2024 was reviewed and approved by the aoc on june 15, 2022 and may 8, 2023 respectively. Key deliberations are contemporaneously documented in committee minutes which are approved at the subsequent meeting. Documentation includes the terms of the approved transaction and those who voted on it, members of the committee and results of their vote, a description of the comparability data relied upon and how it was obtained.”

“Process of determining compensation for other officers the cio determines the base compensation for each staff member prior to the beginning of each fiscal year subject to the approval by the administrative & oversight committee ("aoc"). The cio utilizes an industry leading third party's national compensation survey for endowment & foundation officers. The cio also compares the base salary, bonus and total compensation package of each staff to the compensation of relevant peer groups, taking into connsideration, the level of experience and the individual contribution of each staff. The compensation packages for the other officers and highly compensated employees are presented to the aoc as part of the annual company budget review. The company budget for the fiscal years 2022-2023 and 2023-2024 were reviewed and approved by the aoc on june 15, 2022 and may 8, 2023 respectively. The aoc reviews and approves compensation of its officers and employees. The purpose of the review is to evaluate whether the compensation arrangements of officers and highly compensated employees are reasonable and to ensure compliance with irs requirement to conduct a periodic review.”

“Availability of governing documents and policies while federal tax laws do not mandate that the articles of incorporation, bylaws, conflict of interest policy and audited financial statements be made available for public inspection, the company makes them available upon request.”

“Form 990 review process management works with an outside accounting firm in preparing a draft form 990. In accordance with its charter, the ucla foundation audit committee reviews the draft 990 for the ucla investment company during its annual spring meeting. The final form 990 is made available to the entire governing body through a secure intranet site prior to filing with the irs.”