Vanderbilt University

“Brett Sweet, MBA, and David Williams, II, JD, LLM, MBA, are current officers of Vanderbilt University and both serve as Directors of Vanderbilt Legends Club, Inc. a wholly owned subsidiary of Vanderbilt Univeristy.”

“- Eliminated all language pertaining to the Medical Center Affairs Committee - Modified language pertaining to provisions necessary to amend the organization's bylaws”

“- Complete Copy of Form 990 to Governing Body: The Form 990 is prepared by Vanderbilt University and provided to PricewaterhouseCoopers, Vanderbilt University's independent accounting firm for review. After review by PricewaterhouseCoopers, Vanderbilt University provides a draft copy of the Form 990 and all required schedules for review to all General Officers, which includes the Chancellor and Chief Financial Officer. Once this review process is complete, all trustees are provided electronic access to the draft Form 990 and all required schedules for review. The final Form 990 and all required schedules are made available to the full Board of Trust for review via Boardbooks prior to the filing of the return.”

“- Conflict of Interest: Vanderbilt University requires that for any faculty or staff member disclosing a potential conflict of interest, the conflict be reviewed by the individual's manager, as well as by the conflict of interest and commitment management office or Vanderbilt University Medical Center faculty affairs office, and the reported conflict be managed, reduced, or eliminated. The manager is required to respond that any recommended management plan has been implemented or that the reported conflict no longer exists. For those conflicts in which Vanderbilt may have an institutional interest, those in which human subject research is performed, or those deemed unmanageable, the University Conflicts Committee reviews and determines appropriate actions. The University Conflicts Committee members are appointed by the chancellor and are made up of a faculty member representing each of the university schools, the vice chancellor for administration, the director of technology transfer, the director of the institutional review board, the assistant vice chancellor of internal audit, and the heads of research for both the university and medical center. The University Conflicts Committee is chaired by the vice chancellor for university affairs and athletics, general counsel, and secretary of the university. The University Conflicts Committee reports bi-annually to the Audit Committee of the Board of Trust the matters brought before the committee and the resulting actions. Board of Trust members and senior executive management of the university also must complete annual conflict of interest disclosures and management plans are developed to manage, reduce, or eliminate any potential conflicts of interest. Trustees are notified of their plans and the plans are thoroughly discussed with them to ensure compliance. Those with disclosed potential conflict of interest are presented to the Audit Committee of the board of trust, along with their respective management action plans, where applicable. Management plans may include restrictions on members such as recusing themselves during deliberations and decisions in which a potential conflict may exist, with the minutes of the meeting reflecting their recusal. Additionally, all members of the Vanderbilt community are required to disclose potential conflicts as they arise throughout the year. The same process noted above occurs for these disclosures.”

“- Determining Compensation: - To ensure that Vanderbilt is paying reasonable total compensation, is not violating the private inurement prohibition, which requires that none of the organization's income or assets unreasonably benefit any of its trustees, officers, or key employees, and is in compliance with intermediate sanctions provisions with respect to the general officers, Vanderbilt's Board of Trust has designated a Compensation Committee made up of outside, independent, board members to review and recommend to the Executive Committee of the Board of Trust the total compensation annually for the general officers. The committee utilizes appropriate, nationally-recognized consulting firms to conduct market compensation analyses, provide expert information, and issue reasonableness opinions regarding comparative compensation norms, and to ensure compliance with all Internal Revenue Service rules concerning executive compensation, including the Internal Revenue Code provision related to intermediate sanctions, deferred compensation, and private inurement. The Compensation Committee reviews the executive compensation philosophy and affirms that it is in line with the Board's expectations. The compensation of the general officers is disclosed in the annual Form 990, which is available to the public in accordance with regulations section 301.6104(d)-1 through 3. Each year, the total compensation review and recommendations are recorded in the minutes of the Compensation Committee meetings. The approval of the recommendations is recorded in the Executive Committee meetings. The full Board is informed annually of the total compensation of the general officers during private session.”

“- Policies Available to Public: - Vanderbilt University makes its governing documents available to the public through its Board of Trust website located at: http://www.vanderbilt.edu/boardoftrust. - Vanderbilt University makes its conflict of interest policy available to the public through its Compliance Program website located at: http://www.vanderbilt.edu/compliance. - Vanderbilt University makes its financial statements available to the public through its website located at: http://finance.vanderbilt.edu/report/.”

“Continuation of Titles - Nicholas S. Zeppos, JD - Chancellor - Audrey Jane Anderson, JD - Vice Chancellor, General Counsel and University Secretary - Jeffrey R. Balser, MD, PHD - Vice Chancellor for Health Affairs; Dean, School of Medicine - Beth A. Fortune, MA - Vice Chancellor for Public Affairs - Anders W. Hall, MBA - Vice Chancellor for Investments and Chief Investment Officer - George C. Hill, PhD - Chief Diversity Officer and Vice Chancellor for Diversity, Equity and Inclusion (effective December 1, 2015) - Eric C. Kopstain, MBA - Vice Chancellor for Administration - John M. Lutz, AB - Vice Chancellor for Information Technology - Susie S. Stalcup, BBA, CFP - Vice Chancellor for Development and Alumni Relations - Brett C. Sweet, MBA - Vice Chancellor for Finance and Chief Financial Officer - Susan Wente, PhD - Provost and Vice Chancellor for Academic Affairs, Professor of Cell and Development Biology - David Williams, II, MA, MBA, JD, LLM - Vice Chancellor for Athletics and University Affairs and Athletics Director - Mitchell Edgeworth, MBA - CEO, Vanderbilt University Adult Hospital and Clinics (effective July 1, 2015) - Charles L. Gregory, MA, MBA, MHA - Assistant Vice Chancellor and CEO, Monroe Carell, Jr. Children's Hospital at Vanderbilt; Chief Business Development Officer - John F. Manning, Jr., PhD, MBA - Associate Vice Chancellor for Health Affairs and Chief Administrative Officer, Vanderbilt University Medical Center; Senior Associate Dean for Operations and Administration, School of Medicine - Charles W. Pinson, MD, MBA - Deputy Vice Chancellor for Health Affairs; Senior Associate Dean for Clinical Affairs - David Posch - Former Officer (CEO, Vanderbilt University Hospital); Terminated status as an officer effective June 30, 2015; Current Executive Vice President, Population Health - Derek Mason, BS - Head Football Coach - Michael J. McNamara, MD - Associate Professor of Clinical Orthopaedic Surgery and Rehabilitation - Kevin E. Stallings, MS - Head Men's Basketball Coach - Paul A. Thomas, MD - Associate Professor of Clinical Orthopaedic Surgery - Todd R. Wurth, MD - Assistant Professor of Clinical Orthaepedic Surgery - Richard C. McCarty, MS, PhD - Former Officer (Provost and Vice Chancellor for Academic Affairs); Terminated status as an officer effective July 1, 2014; Current Professor of Psychology”

“In accordance with the oversight and approval of applicable federal, state and local regulatory agencies, including the Office of the Tennessee Attorney General, On April 29, 2016, Vanderbilt University ("Vanderbilt") and Vanderbilt University Medical Center ("VUMC") became two separate legal entities. Vanderbilt transferred clinical services operations, post-graduate training programs, and clinical department research activities, along with the related assets and liabilities, to VUMC (EIN: 35-2528741), as a newly incorporated Tennessee non-profit corporation that is also federally exempt under IRC 501(c)(3) as a charitable medical facility described in IRC 170(b)(1)(A)(iii), effective on March 18, 2015, in an IRS ruling dated May 19, 2015 (the "Transaction"). Vanderbilt retained the medical educational and academic activities and remains the degree-granting institution for the Vanderbilt's School of Medicine, School of Nursing and clinical master's programs. Vanderbilt retains control of faculty affairs, graduate school PhD programs in the biomedical sciences, and research in basic science departments and related centers. As a separate legal entity, VUMC is not and will not be under common governance with or controlled by Vanderbilt nor will Vanderbilt be financially responsible for VUMC indebtedness. Following the Transaction, Vanderbilt will have an ongoing economic relationship with VUMC in the form of an Academic Affiliation Agreement, a Trademark Licensing Agreement, a Ground Lease, and a Master Service Agreement. Vanderbilt and VUMC maintain, and will at all times continue to maintain, a strong and close affiliation, reflecting the substantial degree to which each is dependent upon the other to perform its exempt functions and achieve its mission. This affiliation is embedded in the purpose clause of VUMC's Charter and is reflected in the ongoing relationship embodied in the Academic Affiliation Agreement, Trademark Licensing Agreement, Ground Lease, and Master Service Agreement between Vanderbilt and VUMC. Pursuant to the Transaction and for purposes of preparing Vanderbilt's audited financial statements, Vanderbilt classified the fiscal year 2016 VUMC assets and liabilities as held for sale and classified VUMC operating results to discontinued operations consistent with Accounting Standards Update 2014-08 (April 2008), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Therefore, Vanderbilt's Financial Statements only present line item details for Vanderbilt's remaining activities and VUMC's pre-Transaction operating results are presented as a line item separate from revenues and expenses. Vanderbilt's Form 990 Core Form Parts VIII, IX, X, and XI, along with Schedule D ("Form 990 Financial Statements") are presented in a manner consistent with the Statement of Financial Position, Statement of Activities, and Statement of Cash Flows in Vanderbilt's audited financial statements. Therefore, Vanderbilt's Form 990 Financial Statements only present Vanderbilt's remaining activities and VUMC's pre-Transaction operating results are presented in Part XI as a component of "other changes in net assets or fund balances". Although Vanderbilt's Form 990 Financial Statements present only Vanderbilt's results of operations, Vanderbilt's Separate Form 990 Schedules (Schedules A - R, other than Schedule D) include all relevant VUMC pre-Transaction activities as noted in the supplemental information in the relevant schedules. The following table sets forth the components of discontinued operations: (in millions) Revenue: Health care services $2,543,322 Other $ 375,449 Total Revenue $2,918,771 Expenses: Salaries & benefits $1,550,915 Supplies & Other $1,136,550 Depreciation $ 37,711 Interest $ 28,904 Non-operating $ 17,435 Total Expense $2,771,515 Net from disc. ops. $ 147,256 Loss on disposal $ (317,856) Change in net assets $ (170,600)”

“Bad Debts: Program service expenses 190,198 Management and general expenses 0 Fundraising expenses 0 Total expenses 190,198 Total Other Expenses of Form 990, Part IX, Line 24e Col A 190,198”

“Change in net assets from discontinued operations -170,600,338. Change in net assets related to noncontrolling interests -27,898,130.”