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 Bylaws were amended in FY2022. The Bylaws were amended to eliminate the CEO/CIO position and create a CIO and a COO position. The Bylaws state that the CIO shall have general supervision and control over the investment affairs of the Company, and the COO shall have general supervision and control over the non-investment affairs of the company. Before the amendment, the CEO/CIO had supervision and control over all affairs of the Company. The CIO and the COO are both subject to the oversight of the Board of Directors, and they both serve as nonvoting, ex-officio members of the Executive Committee. The Secretary is no longer nominated by the CIO, but is still elected by the Board of Directors.”

“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 shall be no less than one and shall increase by one additional voting Director if the Supporting Organization's Managed Assets equals at least $200 million.”

“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 Ryan Tidwell is set by the Chairman of the Board of Directors, approved by the Executive Committee, and ratified by the full Board of Directors. Per the amendments to the Bylaws, the compensation for the CIO (Ryan Harms) and COO (Ashley Roche) is also 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 was set by the CEO/CIO, and is now 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.”

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

“During the year ended June 30, 2022, three employees resigned which resulted in forfeited former employee bonus revenue of $510,623 from previously recognized bonus expense. This income is being included in Part VIII, line 12.”