Multilateral Endowment Management Company

“The Organization has an Executive Committee which is made up of seven voting members, all of which shall be voting Directors of the Organization. Additionally, there may be up to three non-voting members who may, but shall not be required, to be Directors of the Organization who meet such qualifications as the Board determines from time to time. In all cases the members of the Executive Committee will include the following ex-officio members, who shall be voting members of the Executive Committee: the President of the Oklahoma State University Foundation or his/her designee, and the Chair of the Investment Committee of the Oklahoma State University Foundation. The CIO and COO of MEMCO will serve as non-voting, ex-officio members of the committee. The Board of Directors appointed the Executive Committee to exercise all of the powers of the Board that may be lawfully delegated. The organization's Bylaws set forth a number of the powers that may not be delegated, including electing the Chairman of the Board of Directors, approving the addition of a supported organization, approving any change in auditor, approving any dissolution or merger of the organization, and approving any amendments to the organization's Articles of Incorporation or Bylaws.”

“The Members of the Organization are the Supported Organizations.”

“Each Supported Organization shall be entitled to appoint one or more individuals to serve on the Organization's Board of Directors. The Oklahoma State University Foundation shall be entitled to appoint ten individuals to serve as voting Directors, including the President of the Oklahoma State University Foundation, or his/her designee, and the Investment Committee Chair of the Oklahoma State University Foundation. The number of voting Directors to be appointed by each other Supported Organization that engages MEMCO for Investment advisory services in a discretionary manner shall be no less than one, and shall increase by one additional voting Director if such Supporting Organization's Managed Assets, equals at least $500 million, plus one additional voting Director for each $250 million in Managed Assets in excess of $500 million. However, in no event shall any Supported Organization be entitled to appoint more than 10 voting Directors.”

“The COO will review the draft Form 990 completed by Eide Bailly. After their review, the Organization's Board of Directors will receive a copy of the Form 990 with the opportunity to provide comments before filing.”

“All employees, directors, and officers are covered by the policy. Determinations of whether a conflict exist occurs at the Executive Committee level, or with an employees' manager. A review occurs in the event an action or transaction could be perceived as a conflict of interest. If there is a conflict, the interested person may make a presentation to the Executive Committee however, they are not present during the discussion of and vote on the transaction or arrangement involving the conflict of interest.”

“Compensation for the CIO (Ryan Harms) and COO (Ashley Roche) is set by the Chairman of the Board of Directors, approved by the Executive Committee, and ratified by the full Board of Directors. Compensation for all other officers and key employees is set by the CIO and COO, approved by the Executive Committee, and ratified by the full Board of Directors. In approving executive compensation, the Executive Committee, which is composed of individuals who do not have a conflict of interest concerning the transaction, obtains and relies upon comparability data provided by a third-party consultant. The Executive Committee documents the basis for its determination as to the compensation before the next meeting. That documentation includes: 1) the terms of the compensation and the date the compensation was approved, 2) the members of the Executive Committee who were present during debate on the compensation that was approved and those who voted on it, 3) the comparability data obtained and relied upon the Executive Committee and how the data was obtained, and 4) any action taken with respect to consideration of the compensation by anyone who is otherwise a member of the Executive Committee but who had a conflict of interest with respect to the transaction. The comparable compensation data relied upon by the Executive Committee includes: 1) compensation levels paid by similarly situated organizations, both taxable and tax-exempt, 2) the availability of similar services in the geographic area of the organization, 3) current compensation surveys compiled by an independent firm, and 4) actual written offers from similar institutions competing for the services of the disqualified person, if available. Compensation is reviewed on an annual basis.”

“The governing documents, conflict of interest policy, and financial statements are available upon request.”

“Historically, MEMCO has engaged Eide Bailly to both draft and audit the company's financial statements. MEMCO has also engaged an independent CPA firm, L.Myles Smith, to assist with the review of the annual financial statements and compile interim financials throughout the fiscal year. Consistent with best practices, MEMCO now has L.Myles Smith draft the company's financials each year. Eide Bailly is still responsible for auditing those financials.”