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REVISED 11/10/11 UNIVERSITY OF VIRGINIA BOARD OF VISITORS MEETING OF THE FINANCE COMMITTEE NOVEMBER 11, 2011 FINANCE COMMITTEE Friday, November 11, 2011 8:45 – 9:45 a.m. Board Room, The Rotunda Committee Members: Mark J. Kington, Chair A. Macdonald Caputo The Hon. Alan A. Diamonstein Glynn D. Key Randal J. Kirk Stephen P. Long, M.D. George Keith Martin Vincent J. Mastracco Jr. Edward D. Miller, M.D. Helen E. Dragas, Ex-officio Daniel M. Meyers, Consulting Member AGENDA I. II. STRATEGIC PRIORITIES A. Report on the Internal Financial Model (Mr. Strine to introduce Mr. John Simon; Messrs. Strine and Simon to report) B. 2012-2013 Academic Division Budget Planning and Preliminary Assumptions (Mr. Strine to introduce Ms. Colette Sheehy; Ms. Sheehy to report) C. Report on the Academic Division Staff Survey (Mr. Strine to introduce Ms. Susan Carkeek; Ms. Carkeek to report) ACTION ITEMS A. Defined Contribution Retirement Plan Amendments (Ms. Carkeek to report) B. Working Capital Investment Policy (Mr. Strine to introduce Ms. Yoke San L. Reynolds; Ms. Reynolds to report) C. Real Estate Transfer to University of Virginia Foundation (Ms. Sheehy to report) D. Addition to the Annual Renovation and Infrastructure Project Plan, Lawn, and Range Rooms – Chimney Repairs and Fire Suppression (Ms. Sheehy to report) III. REPORTS BY THE EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER (Mr. Strine) A. Vice President’s Remarks B. Endowment Report – Market Value and Performance as of September 30, 2011 (Written Report) PAGE 1 2 6 8 11 13 15 17 18 PAGE C. IV. Miscellaneous Financial Reports 1. Academic Division Accounts and Loans Receivable 2. Capital Campaign 3. Internal Loans to University Departments and Activities 4. Quarterly Budget Report 5. Quasi-Endowment Actions 6. Report on Endowment by School/Foundation APPENDICES A. Defined Contribution Retirement Plan Amendments (11) B. University of Virginia’s Working Capital Investment Policy 33 35 36 37 40 42 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: I.A. ACTION REQUIRED: None Report on the Internal Financial Model BACKGROUND: Executive Vice President and Chief Operating Officer Michael Strine and Executive Vice President and Provost John Simon will provide a report on the work to develop and prepare to implement a new internal financial model to better align resource allocation with academic decision-making, create greater accountability, and incent and encourage entrepreneurship among deans and the faculty. They will discuss the progress made since the last report to the Finance Committee at its September meeting, including consensus around the values and design principles that will underpin decision-making. They will also discuss changes to operations and systems, as well as the change management and communications necessary for effective implementation. The Board of Visitors will continue to receive regular updates on the status of this work at each meeting as the project proceeds from design through implementation. 1 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: I.B. REVISED 2012-2013 Academic Division Budget Planning and Preliminary Assumptions ACTION REQUIRED: None BACKGROUND: In previous years, the University has typically begun development of its operating budget for the next fiscal year in December. In recognition of our current work to develop a new financial model that will be in place for the 2013-2014 budget, we are already implementing changes to the 2012-2013 budget process that will prepare us to migrate to the new model. Primary among those changes is early participation by deans and other unit heads in the underlying assumptions and decisions that drive budget development. DISCUSSION: The following budget planning assumptions begin this migration to guide school-level planning under the new internal financial model. We are presently in discussions with the Deans and Associate Deans for Finance across Grounds, and will present an updated version of the budget planning assumptions at the February 2012 Finance Committee meeting. The updated assumptions will be used in the development of the 20122013 operating budget, to be presented to the Board of Visitors for action at its May 2012 meeting. Revenue Assumptions 1. Tuition: For planning purposes, schools will develop plans using undergraduate tuition and fees from the incumbent Six Year Plan submittal to the State Council of Higher Education for Virginia. Actual tuition and fee charges for 2012-2013 will reflect rates that will be approved by the Board of Visitors. Further implementation of differential tuition will be discussed with the Board. 2. Research: Grant and contract revenue will be based on historical spending patterns and known new awards with the presumption of no growth projected in base federal research 2 spending together with a decrease related to one-time ARRA (stimulus) funds. For planning purposes, the Facilities and Administrative cost rates are 54%. 3. Auxiliary enterprises: Schools will develop plans using student mandatory fees included in the incumbent Six Year Plan submittal to the State Council of Higher Education for Virginia for 2012-2013. Actual revenues and fee charges for 2012-2013 will be based on activity volumes and will reflect rates that will be approved by the Board of Visitors at its April 2012 meeting. 4. State appropriations: state appropriations. We will assume no growth in the 5. Endowment and Interest Payout: The University’s approved endowment spending policy will govern the endowment distribution for 2012-2013. Return on cash balances invested in the University short-term pool will reflect market-based rates as described in the University’s Internal Investment Program policy. 6. Philanthropy: Estimates for annual giving will be projected for each school and unit based upon estimates developed in consultation between University Development and school officials. Expenditure Assumptions 1. Enrollment: Schools should assume that planned enrollment growth will be supported by allocating incremental revenue related to enrollment growth to those schools with additional students according to a formula that supports the cost of faculty as well as academic, student and administrative support. 2. Financial aid: Full funding will be provided for the projected cost of AccessUVa. To the extent that strategies emerge from the Board’s Ad Hoc Committee on AccessUVa that can be implemented for the 2012-2013 fiscal year, the impact of those actions will be incorporated in the projected cost. 3. Compensation: a. All budgets will account for the annualized cost of the November 2011 Strategic Salary Action. 3 b. State authorized changes, if approved by the 2012 General Assembly, to classified staff compensation, whether permanent changes to base salary or one-time bonuses, will be funded from unit funds (for self-supporting activities) or from central funds (for centrally-funded activities). c. The budget contemplates a 2012 Strategic Salary Action to retain and reward top performers. Self-supporting units will reserve a pool of funds equal to X% of their salary base for teaching and research faculty and equal to X% of their salary base for University staff and Administrative and Professional faculty. d. 2012-2013 fringe benefit rates are estimated at: Pooled Fringe Benefit Rates Full-time and Part-time Faculty and University Staff-Executive Full-time and Part-time Classified Staff, University StaffManagerial/Professional, and University StaffOperational/Administrative Part-time employees without benefits Wage employees Approved 2011-2012 Projected 2012-2013 26.8% 26.8% 27.8% 35.2% 5.5% 5.5% 4. Academic commitments: Development of the current budget contemplates the funding of prior-year commitments to faculty hiring and strategic priorities. 5. Operations and maintenance costs: The University commits to funding operating and maintenance costs for new facilities and addressing proactively deferred maintenance. Debt service includes principle payments as well as the blended internal borrowing rate of 4.75%. 6. The Darden School and Law School financial self-sufficiency models and the McIntire School and School of Continuing and Professional Studies revenue-sharing agreements will continue in 2012-2013. 7. Auxiliary enterprises, the Medical Center and the University Physicians Group should anticipate a general and administrative charge on the adjusted 2010-2011 expenditure base to cover their share of central services. 4 8. Self-supporting units will continue to comply with the Board of Visitors Capital and Operating Reserves Policy established in April 2006. Schools and units will also plan for appropriate contingency reserves. 5 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: I.C. ACTION REQUIRED: None Report on the Academic Division Staff Survey BACKGROUND: In the Fall of 2010, President Sullivan commissioned a staff survey to assist her and the University administration in understanding the level of employee satisfaction at UVa. The survey was intended to serve as a resource and catalyst for discussion on improving the employee experience. A staff advisory committee was formed to provide advice and oversight throughout the process. The University of Virginia Center for Survey Research (CSR), a unit of the Weldon Cooper Center for Public Service, was retained to conduct the survey. CSR is a full-service academic survey research facility and has recent experience conducting employee engagement surveys in the public sector. The staff survey questionnaire was developed in collaboration between CSR and the Staff Survey Advisory Committee using previous organizational surveys conducted by CSR and surveys done at other universities. The survey covered a wide range of topics about the physical work environment, the quality of work relationships, opportunities for training and advancement, diversity and equal opportunity, and overall job satisfaction. Staff members were asked to prioritize the areas management should address. Open-ended questions provided staff the opportunity to share what they consider the best things about working at UVa, what things they would change, and what President Sullivan should know that was not covered in the survey. All full- and part-time Academic Division staff members were surveyed, including staff with the School of Medicine and College at Wise. The survey did not include members of the faculty, staff of the Darden School (who had recently participated in their own survey), or employees of the Health System. The survey was fully voluntary and anonymous, and conducted completely on the web, with targeted outreach efforts 6 focused on those employees without convenient access to computers. The survey launched March 2, 2011, and closed March 25, 2011. More than 3,000 staff responded to the survey, representing a 63% response rate. DISCUSSION: At the November meeting, the Vice President and Chief Human Resources Officer will share the results of the survey and provide an update on the work being done in response to the issues raised. 7 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: II.A. Defined Contribution Retirement Plan Amendments BACKGROUND: The University provides academic faculty and managerial and professional staff a choice of two retirement plans — a defined benefit plan (VRS) sponsored by the Commonwealth and a defined contribution plan (ORP) sponsored by the University. The University also sponsors a separate defined contribution plan (MCRP) for employees of the University of Virginia Medical Center. DISCUSSION: To offer employees these retirement benefits, the University maintains nine qualified retirement plans. Separate plans are required, for example, to differentiate distinct plan provisions, vesting or agency (Academic Division vs. Medical Center). In an effort to respond more quickly to a fastchanging legislative environment, each of the nine plans is being amended to designate the University’s Executive Vice President and Chief Operating Officer as a designee with delegated authority to amend the plans at any time on behalf of the University’s Board of Visitors, when and if such amendment is required to conform a plan to applicable changes in federal or state law. The approval also includes the requirement for the Executive Vice President and Chief Operating Officer to provide prior notification of such amendments to the Board of Visitors. Two of the nine plans (The Supplemental Defined Contribution Benefit Plan for Employees of the University of Virginia and the Medical Center’s Optional Retirement Plan) have an additional amendment. The Supplemental Defined Contribution Benefit Plan for Employees of the University of Virginia is being amended to add in mandatory employee contributions required by recent legislation affecting employees in the ORP hired or rehired on or after July 1, 2010 (“Plan 2” employees). The employer contribution for Plan 2 employees is 8.4%. The University exercised an option provided in the legislation to supplement the employer contribution by an additional .5% to make the total employer contribution 8.9%. For employees in 8 Plan 2, the legislation requires an employee contribution of 5%, resulting in a total contribution of 13.9%. This amendment to the Supplemental Plan requires the employee contribution amount be equal to 5% of the participant’s compensation. The Medical Center’s Optional Retirement Plan (MCRP) is being amended to incorporate employees of Hematology Oncology Patient Enterprises, P.C. (HOPE). Under the MCRP vesting schedule, a participant hired on or after September 30, 2002 is not 100% vested until completing two years in the plan. Until that time, the participant is 50% vested for employer contributions. On behalf of the Medical Center, the University intends to grant employees who became eligible employees as a result of the Medical Center’s stock purchase of HOPE, effective July 15, 2011, the right to apply months of service performed on behalf of HOPE toward fulfilling the vesting period requirement. To operationalize this grant-of-service credit, the University must formally amend the benefit plan. Appendix A includes the 11 plan amendments to implement these changes. ACTION REQUIRED: Approval by the Finance Committee and by the Board of Visitors REVISIONS TO DEFINED CONTRIBUTION RETIREMENT PLANS RESOLVED, the University’s Executive Vice President and Chief Operating Officer is a designee with delegated authority to amend the “Plans” (Optional Retirement Plan for Employees of the University of Virginia, Defined Contribution Plan for Executive Employees of the University of Virginia, Commonwealth of Virginia Matching Contribution Retirement Plan for Salaried Employees of the University of Virginia, Defined Contribution Plan for Physicians of Community Medicine, Defined Contribution Incentive Plan for Employees of the University of Virginia Investment Management Company, Matching Contribution Retirement Plan for the University of Virginia Medical Center, Supplemental Defined Contribution Benefit Plan for Employees of the University of Virginia, Optional Retirement Plan for Employees of the University of Virginia Medical Center, and Supplemental Defined Contribution Benefit Plan for Employees of the University of Virginia Medical Center) at any time on behalf of the University’s Board of Visitors, when and if such amendment is required to conform a plan to applicable changes in federal or state law, and with prior notification to the Rector and Vice Rector; and 9 RESOLVED FURTHER, the Supplemental Defined Contribution Plan for Employees of the University of Virginia is amended such that mandatory employee contributions required by recent legislation affecting employees in the Optional Retirement Plan (ORP) hired or rehired on or after July 1, 2010 (“Plan 2” employees) will be an amount equal to 5% of the employee’s compensation; and RESOLVED FURTHER, the Optional Retirement Plan for employees of the UVa Medical Center is amended to grant employees who became eligible employees as a result of the Medical Center’s stock purchase of Hematology Oncology Patient Enterprises, P.C. (HOPE), effective July 15, 2011, the right to apply months of service performed on behalf of HOPE toward fulfilling the vesting period requirement. 10 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: II.B. Working Capital Investment Policy BACKGROUND: At the September 2011 meeting of the Board of Visitors, the Vice President and Chief Financial Officer outlined for the Finance Committee the proposed Working Capital Investment Policy and provided a draft redlined version of the policy for the Board’s review. The draft policy contained several revisions designed to broaden its coverage as it relates to the policy on investments of working capital. Guidance on investment of working capital had been provided by the Current Funds Investment Guidelines, approved by the Board in October, 2002. In 2007, the General Assembly enacted legislation permitting the University to invest working capital in a broader array of investment vehicles, and the Board of Visitors approved the delegation of cash management authority to the Vice President and Chief Financial Officer. In 2009, the Board approved the Short-Term Investment Policy to replace the Current Funds Investment Guidelines. Since that time, the University has identified certain revisions to the policy. First, the proposed policy has been expanded to include intermediate and long-term investment of working capital and working capital reserves. The Virginia Auditor of Public Accounts offered two suggestions for the University of Virginia to improve its investment policies, and these have been incorporated in the proposed policy. Additionally, the August 2011 downgrade of U.S. Government debt brought to light the need to change the credit rating standards and incorporate language related to split-ratings. The market instability surrounding the U.S. Government downgrade also underscores the need to introduce flexibility to allow emergency decisions in a time of significant market stress in order to protect the safety and/or liquidity of the working capital portfolio. 11 DISCUSSION: The Board of Visitors will be asked to approve the University of Virginia Working Capital Investment Policy (Appendix B) to replace the Short-Term Investment Policy. ACTION REQUIRED: Approval by the Finance Committee and by the Board of Visitors APPROVAL OF WORKING CAPITAL INVESTMENT POLICY WHEREAS, the Board of Visitors finds it to be in the best interest of the University of Virginia to strengthen the policy guidance provided on the investment of working capital; and WHEREAS, the existing Short-Term Investment Policy addresses only the investment of working capital in fixed-income vehicles with maturities no greater than two years, and does not provide guidance on intermediate and long-term investments; and WHEREAS, since the Short-Term Investment Policy was approved by the Board of Visitors in September 2009, several external events have occurred, including the unprecedented downgrade of U.S. Government debt to a split “AA”/“AAA” rating; and WHEREAS, the 2010 Study of Commonwealth Investment Practices, published by the Auditor of Public Accounts, contains two recommendations for the University of Virginia which should be incorporated into the policy; and WHEREAS, conditions of significant market instability may require a reallocation of the portfolio in order to protect the safety and/or liquidity of the working capital portfolio; RESOLVED, the Board of Visitors approves the Working Capital Investment Policy to replace the existing Short-Term Investment Policy. 12 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: II.C. Real Estate Transfer to University of Virginia Foundation BACKGROUND: The University of Virginia Foundation is constructing the Battle Building at the University of Virginia Children’s Hospital (the “Battle Building”) adjacent to 1224 Jefferson Park Avenue (the “JPA Building”) which is owned by the University. The design of the Battle Building puts approximately 33 feet of the western facing exterior wall too close to the JPA Building, which violates the building code. Since it is anticipated that at some point in the future the JPA Building will be demolished, the University proposes to adjust the boundary line to accommodate the Battle Building construction. DISCUSSION: The relocation of the boundary line will result in the transfer of approximately 507 square feet from the University of Virginia to the University of Virginia Foundation. The University has entered into a purchase contract with the University of Virginia Foundation to acquire the Battle Building upon the completion of construction and, upon settlement under the contract, the University would reacquire the 507 square feet. ACTION REQUIRED: Approval by the Finance Committee and by the Board of Visitors APPROVAL OF THE RELOCATION OF A PROPERTY LINE AND THE TRANSFER OF 507 SQUARE FEET FROM THE UNIVERSITY OF VIRGINIA TO THE UNIVERSITY OF VIRGINIA FOUNDATION, CITY OF CHARLOTTESVILLE, VIRGINIA WHEREAS, the University of Virginia has entered into a purchase contract to acquire the Battle Building at the University of Virginia Children’s Hospital (the “Battle Building”) from the University of Virginia Foundation (the “Foundation”); and WHEREAS, to facilitate the construction of the Battle Building, it is desirable to relocate the shared boundary line 13 with 1224 Jefferson Park Avenue, property owned by The Rector and Visitors of the University of Virginia, and to transfer approximately 507 square feet of land to the Foundation; RESOLVED, the adjustment of the boundary line and the transfer of 507 square feet of land to the Foundation, consistent with that certain plat entitled “Boundary Adjustment Plat of Tax Map 10 Parcels 60 and 82” dated July 19, 2011, and prepared by Timmons Group (the “Plat”), is approved; and RESOLVED FURTHER, the Executive Vice President and Chief Operating Officer is authorized, on behalf of the University, to approve and execute transfer agreements, contracts and related documents, to approve revisions to the Plat, to incur reasonable and customary expenses, and to take such other actions as deemed necessary and appropriate to consummate the boundary line adjustment and transfer; and RESOLVED FURTHER, all prior acts performed by the Executive Vice President and Chief Operating Officer, and other officers and agents of the University, in connection with such boundary line adjustment and transfer, are in all respects approved, ratified, and confirmed. 14 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: II.D. Addition to the Annual Renovation and Infrastructure Project Plan, Lawn, and Range Rooms – Chimney Repairs and Fire Suppression BACKGROUND: The Annual Renovation and Infrastructure Projects Plan is approved each June and includes a detailed list of renovation and infrastructure projects, expected to cost between $2 million and $5 million, to be funded with non-general fund cash (no debt), and expected to be initiated within the next fiscal year. DISCUSSION: The proposed project requests Board of Visitors consideration to add a project to the Annual Renovation and Infrastructure Project Plan, for completion in the current fiscal year provided funding is available. Lawn and Range Rooms Chimney Repairs and Fire Suppression Gifts $3.7 million This project includes remediation of 105 fireplaces and chimneys in the Lawn and Range rooms of the Academical Village. Anticipated scope includes repairs to the hearths, fireboxes, and chimneys, as well as replacement of the flue linings. The project also includes design and installation of a fire suppression system and improvements to the existing alarm and detection system for these spaces. The project will be fully funded from gifts. Additional annual operating and maintenance costs associated with the new fire suppression systems are expected to be $4,000 and will be funded from housing revenues. ACTION REQUIRED: Approval by the Finance Committee and by the Board of Visitors 15 APPROVAL OF ADDITION TO THE ANNUAL RENOVATION AND INFRASTRUCTURE PROJECT PLAN, LAWN, AND RANGE ROOMS - CHIMNEY REPAIRS AND FIRE SUPPRESSION WHEREAS, the University proposes to repair the hearths, fireboxes, and chimneys, as well as replace the flue linings in the Lawn and Range Rooms, and install a new fire suppression system at an estimated project cost of $3.7 million; RESOLVED, the Board of Visitors approves the addition of the Lawn and Range Rooms - Chimney Repairs and Fire Suppression project to the University’s Annual Renovation and Infrastructure Project Plan. 16 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: III.A. ACTION REQUIRED: None Vice President’s Remarks BACKGROUND: Executive Vice President and Chief Operating Officer Michael Strine will report on several key issues about which members of the Board of Visitors should be aware. 17 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: November 11, 2011 COMMITTEE: Finance AGENDA ITEM: III.B. ACTION REQUIRED: None Endowment Report – Market Value and Performance as of September 30, 2011 (Written Report) BACKGROUND: The University of Virginia Investment Management Company (UVIMCO) provides investment management to the Rector and Visitors of the University of Virginia and its related Foundations. Assets deposited in UVIMCO are held in the custody and control of UVIMCO on behalf of the University and Foundations within a long-term, co-mingled investment pool. UVIMCO’s primary objective in managing the pool is to maximize long-term real return commensurate with the risk tolerance of the University. To achieve this objective, UVIMCO actively manages the pool in an attempt to achieve returns that consistently exceed the returns on a passively managed benchmark with similar asset allocation and risk. Recognizing that the University must attract outstanding students, faculty, and staff and provide them appropriate resources, UVIMCO attempts to manage pool assets to provide long-term real returns that compare favorably with the returns of endowments of other outstanding schools. UVIMCO does not set spending rates. UVIMCO communicates the Pool’s risk and return estimates to the University and Foundations for their consideration in setting spending rates. DISCUSSION: The following quarterly commentary provides information on the asset allocation, performance (unaudited), risk management, and liquidity position of UVIMCO’s Long Term Pool as of and for periods ending September 30, 2011. The third quarter of 2011 provided a challenging investment environment as macroeconomic fears dominated the markets and correlations rose. Against this backdrop, UVIMCO continued to maintain the same asset allocation and portfolio tilts that have served us well for the past several quarters. The Long Term Pool is positioned defensively versus the policy portfolio benchmark, with less market risk. Current themes continue to be a relative 18 overweight to quality equities, a low duration bond portfolio, a relative underweight to real estate, and a meaningful allocation to natural resources. The Long Term Pool lost 4.3% for the quarter ending September 30, 2011, beating the policy portfolio benchmark by 700 bps. MARKET ENVIRONMENT Macroeconomic fears dominated the markets during the third quarter of 2011, and risky asset returns were the worst since 2008. The MSCI All Country World Index lost 17%, while certain strategies did even worse; emerging market and European equities fell by 22% and 23%, respectively. The quarter began poorly with lingering concerns about European sovereign credit risk followed by worries about a US Treasury default and US debt downgrade and escalating fears regarding the soundness of most European and some US financial institutions. Recent memories of Lehman’s failure and the resulting financial collapse had investors worried about a replay of 2008. After the initial sell-off in early August, the markets exhibited periods of “risk on” and “risk off.” Correlations across equity markets and individual securities have been rising for years, but reached or neared their all-time highs this quarter. The following quotes help describe the current market environment: “As in previous rallies, there were few obvious catalysts for Friday's surge... Friday's buying appeared to be fueled by hope that European policy makers would come up with clear solutions to the region's deepening debt crisis at meetings over the weekend and next week.” The Wall Street Journal “Stocks pushed lower Tuesday afternoon, as hopes for a big solution to Europe's debt crisis waned following the cancellation of a scheduled meeting for European Union finance ministers.” The Wall Street Journal “At least for the foreseeable future this will be a headlines-driven market.” CNBC Security prices continue to react more to global macro news than company fundamentals. The Washington Post’s Jason Zweig, writing on the 10th anniversary of the 9/11 terrorist attack, concluded that the event ushered in an age of macro investing. 19 This macro-focus has been even more prevalent since the 2008 market collapse. Zweig wrote, “Ever since (9/11), investment portfolios have seemed to be at the mercy of what professional investors call "macro" forces: natural disasters, geopolitical shocks and sudden, systemic failures of stock markets and national economies, from Hurricane Katrina and the financial crisis to the Japanese earthquake and, now, the unraveling of Europe.” As portfolio decisions have become more affected by macroevents, many investors have become more tactical. The return on global equities over the ten years ended September 30, 2011 was a dismal 2% per year, or zero after inflation. Unsatisfied with a passive long-term approach to investing and armed with a fire hose of information from hundreds of financial media sources, investors have become shorter-term focused, attempting to time the market. This temptation exists for both retail and institutional investors. I was asked the other day about my views on the current economic environment and how it affects our management of the Long Term Pool. My first response was that there is much to worry about in the world. The list includes Europe, China, the debt overhang in the developed world, policy mistakes by multiple governments, demographics and conflicts in the Middle East. For example, consider the debt overhang. Many financial market commentators and investors have read the Rogoff and Reinhart book, “It’s Different this Time,” and concluded that the banking crisis of 2008 and resulting excessive leverage in the developed world will lead to a prolonged period of slow economic growth. I share this concern, and it should certainly be considered when thinking about forward looking equity returns. However, future returns are influenced by growth in both domestic developed markets and underleveraged emerging economies. In addition, returns are impacted by current market prices, and unlike the late 90’s or mid-2000’s, the prices of most risky assets are lower relative to future cash flows. Although equity prices are not cheap, they are priced to deliver single digit future returns that are still significantly above the returns available on risk-free assets. Slow economic growth combined with the remaining list of worries could lead an investor to de-risk by buying “tail insurance” or implementing a more conservative asset allocation. Although this may end up being the correct decision, there is a pretty steep cost associated with such movements. In today’s environment, everyone has the same concerns, so insuring against risky outcomes is expensive. 20 UVIMCO’s edge is partnering with extraordinary investment managers and tilting the portfolio towards certain long-term themes. Our other edge is an ability to be a long-term patient investor. This will produce a larger payoff in the current environment when many investors have shortened time horizons. The higher correlations across securities and asset classes will lead to greater opportunities for our managers to exploit differences between fundamental value and price, but it takes a long-term horizon, patience and the ability to bear liquidity risk to capitalize on these mis-pricings. What are we doing to respond to the current market downturn? We are not suddenly abandoning our long-term approach to investing or significantly changing the Long Term Pool’s asset allocation. However, our investment process in 2011 reflects several actions related to the current market environment. First, we continue to assess the health of the companies in our managers’ portfolios, both public and private. Unlike 2008, when businesses felt an immediate impact during the market collapse, most of our underlying portfolio companies – especially US companies – are performing quite well. Second, we continue to rebalance the overall portfolio through funding capital calls from private managers and adding to quality consumer-oriented public equity managers. Finally, the downturn has created opportunities for existing and new previously “closed managers” to accept additional capital to take advantage of mispriced securities. Since the market isn’t distinguishing well between good and bad companies, our managers can exploit these opportunities at the security and company level. ASSET ALLOCATION Our policy portfolio continues to be an allocation of 60% global public equity, 10% global public real estate, and 30% global investment grade fixed income. This portfolio is designed to provide long-term growth from equities, an inflation hedge from real assets, and deflation hedge from fixed income. The Long Term Pool’s actual allocation as of September 30, 2011 is 61.8% to equity managers, 13.8% to real asset managers and 24.4% to fixed income (including credit), cash and absolute return managers. Looking through to our managers’ underlying investments, the Long Term Pool has a 48.6% allocation to equities, 15.2% allocation to real assets and 36.2% allocation to fixed income (including credit) and cash as of June 30. Therefore, the Long Term Pool continues to be positioned 21 defensively versus the policy portfolio benchmark, with less market risk. Within the overall asset allocation, the current investment themes continue to be a relative overweight to quality equities, a low duration bond portfolio, a relative underweight to real estate, and an allocation to natural resources. PERFORMANCE The Long Term Pool lost 4.3% for the quarter ending September 30, 2011 versus the policy benchmark loss of 11.3%. Strong relative performance by the public and long/short equity programs contributed to the Long Term Pool’s returns during the quarter. Similar to the second quarter, the quality bias in both equity programs helped provide the relative outperformance. EQUITIES Public Equity The public equity portfolio fell 13.1% for the first three months of the new fiscal year in a global equity market that lost 17.3% as measured by the MSCI All Country World index. Good stock selection by our managers and a bias toward high quality businesses kept our portfolio from falling as hard as the markets. The relative outperformance came despite a significant and long-standing overweight to the emerging markets (47% EM versus 14% EM for the index) which underperformed the developed markets this past quarter by losing 22.5%. While we accept that equity markets will be volatile and that the portfolio will mark some periods with losses, we expect to generate strong, positive absolute returns over the long term. Over the trailing three-, five-, and ten-year periods the portfolio has returned 10%, 5%, and 12% on an average annual compound basis versus 1%, -1%, and 5% over the same periods, respectively, for global equities. The significant outperformance over all periods is the result of allowing our portfolio to look very different than the index. The difference is driven by the stock selection of our managers, a bias toward quality and UVIMCO’s decision to concentrate the Long Term Pool’s emerging markets exposure within public equities. We are pleased that the stock selection of our managers has been able to overcome the recent headwinds of our significant emerging market bias within public equities, and over the long term we expect this to be the case. We will continue to assess the attractiveness of our biases on a long-term basis, and will 22 adjust our positioning if valuations become stretched. However, we accept that the moods of the market may create headwinds that result in unfavorable performance comparisons over short- to medium-term periods. Long/Short Equity The long/short equity portfolio fell 5.3% for the quarter versus -17.3% on global equities and -9.8% on the broad universe of long/short managers as measured by the Dow Jones Credit Suisse Long/Short Equity index. In these reports, we often talk about our long/short returns as if the fourteen managers comprising the portfolio were one monolith. This quarter, the dispersion among manager returns was remarkably wide, ranging from a low of -19% to a high of 20%. Managers with significant net-long biases or those who found value in financials and other more cyclical names fell in line with the market. Three managers fall into this category. Four of our managers generated positive returns in the down 17% market, generating strong returns on the short side. Most of the long/short managers had losses in the low single digits, adding value to what a 45% to 50% net long bias would explain. Our patience with the existing portfolio of long/short managers continues to pay off. Over the past year, the long/short equity portfolio outperformed the equity market by 10 percentage points and the broad universe of long/short equity managers by 8 percentage points. Over the past five- and tenyear periods the 5.5% and 7.6% returns, respectively, have outperformed the equity markets and the broad universe of long/short managers. Given the high fees awarded to long/short managers, we continue to be diligent yet patient in assessing whether we have the most capable managers operating within sound organizations. Private Equity For the quarter ending September 30, the private equity portfolio had a return of -0.5% which outpaced the -17.3% of the MSCI ACWI. The volume of buyout deals for the period was higher than the same quarter of 2010. However, the market downturn contributed to lower buyout activity in August ($6.6 billion) compared to July ($13.7 billion). Initial Public Offering (IPO) activity slowed considerably since the April – July time period as a result of the market volatility during August and September. In August, 24 companies 23 filed, and only 16 companies filed in September, down from the 21 that filed in September 2010. If the markets continue to trend down or the pattern of volatility continues, IPO filings will likely decline even more as we get closer to the end of the calendar year. On an individual basis, the buyout portfolio returned -0.3% for the quarter and the venture capital portfolio returned -1.3%. For the 10-year period, the private equity portfolio had a return of 8.8% versus 5.0% for the MSCI ACWI. Over 20 years, the private equity return of 21% significantly outperformed the 6.3% return of the MSCI ACWI. Cash distributions in the buyout and venture capital portfolios for the quarter slowed somewhat from previous quarters to $28 million, and lagged behind quarterly capital calls of $44.5 million. REAL ASSETS Resources UVIMCO’s resources portfolio fell 5.2% during the first fiscal quarter versus a 16.1% loss on the real assets benchmark. Heightened concerns over global growth hit commodity markets hard. The WTI Crude Oil spot price reached an intra-quarter high of $100.94 on July 22 and, in a little more than two months, fell 22% to a quarter-low of $79.33 on September 30. The NYMEX spot price for next day delivery of natural gas at the Henry Hub likewise fell 20% from $4.60/MMbtu on July 20 to $3.67/MMbtu on September 30. Copper prices fell roughly 30%. The majority of our resources portfolio is invested in privately-held companies that provide lagged valuation updates. Therefore, the Long Term Pool’s performance for the third quarter does not reflect updated values for most of the resources portfolio. However, our managers have been underwriting to long-term commodity prices below the levels of mid-July, so it is not clear whether there will be any markdowns. Recent commodity market rebounds in October have also reduced this possibility. The resources program was slightly cash flow negative during the quarter; generating distributions of $13 million compared to capital calls of $15 million. 24 Real Estate The real estate portfolio gained 0.6% for the quarter versus a -16.1% return for the real estate component of our policy portfolio benchmark, which reflects a weighted index of publicly-traded US and International real estate securities. Calendar year to date, UVIMCO’s real estate holdings have appreciated 3.9% against a -9.0% loss for the benchmark. We have noted in past commentary that the composition of our real estate portfolio and that of the benchmark are markedly different, and the dissimilarity in their return patterns has been pronounced over recent periods. We do not own any North American REIT securities or publicly-traded real estate equities in emerging markets, both of which have rallied significantly over the past few years. However, these two sectors met stiff headwinds in the most recent quarters due to investor concerns related to valuation and global growth. US REITs have been a rare source of yield for investors grappling with 0% interest rates, despite lofty valuations. As investors moved to take risk off this quarter, the MSCI US Real Estate Index fell 14.5% bringing the calendar year-to-date return below par to -3.6%. The MSCI World Real Estate Index, which includes a higher proportion of emerging market exposure, fell 17.7% during the quarter and is now down 14.1% for the calendar year. We expect the performance of our portfolio to continue to diverge from public real estate benchmarks in the years ahead. REIT values react to a number of factors in addition to their underlying fundamentals, including interest rates and yield alternatives. On the other hand, our real estate managers seek to buy properties in less efficient areas of the private real estate market where they can add value through re-positioning or re-development. Ultimately, there are links between valuations in the public and private real estate markets, but these links are typically not observable over short timeframes. We are confident that our current real estate portfolio will outperform the benchmarks over the long run. The real estate program continues to grow with our managers drawing more capital than they distribute. Distributions of $7 million were exceeded by the $18 million of capital calls over the past quarter. FIXED INCOME Absolute Return and Credit 25 The absolute return portfolio gained 1.3% during the quarter, versus 3.5% earned by the Barclays US Aggregate Bond benchmark and 11.3% lost by the policy portfolio. The dispersion between the benchmark returns highlights the mood of the market during the quarter. The policy portfolio benchmark is dominated by global equities, which fell precipitously as investors sought shelter in US Government and high-quality corporate bonds. The Federal Reserve’s activity also helped to drive up prices of longer-duration low-risk assets, as evidenced by the remarkable 25% gain recorded by the Barclays Treasury Long Term index over the quarter. The impact of these significant market moves had little effect on the portfolios of the three distinct managers that comprise UVIMCO’s absolute return portfolio, resulting in a flat return. The credit portfolio returned -1.7% for the quarter versus -6.1% on the Barclays High Yield index. The negative impact of widening credit spreads was felt across each of the funds within the portfolio but to a lesser extent than for the index. The portfolio is comprised of drawdown structure funds, many of which are in the distribution phase of the fund life cycle. We expect the composition of the credit portfolio to continue to evolve as these funds distribute capital and we consider the opportunity to reallocate. Our private credit managers continued to generate net cash during the quarter, as distributions of $7 million outpaced capital calls of $2 million. Bonds and Cash Our cash and government bond portfolio is a source of liquidity that allows us to rebalance and provide the dry powder to invest in cheap assets in the event of a market selloff. We have maintained a short duration (under one year) in the government bond portfolio since there is little compensation for taking duration risk. The negligible returns reported for these short-term bonds and cash investments are consistent with an environment in which current interest rates are near zero. RISK MANAGEMENT UVIMCO determines our investors’ risk tolerance by balancing competing objectives of stable, current spending with long-term growth. Investments with low risks and low returns decrease the possibility of significant short-term depreciation, and a corresponding reduction in spending, but also decrease 26 expected long-term growth. Investments with high risks and high returns raise the possibility of a near-term decline in spending but also raise expected long-term growth. UVIMCO measures and controls for three primary risks: market risk, manager risk, and liquidity risk. Market Risk Market risk is measured by the volatility of returns or maximum drawdown in a portfolio. The largest risk factor present in the Long Term Pool is equity market risk. UVIMCO manages market risk by diversifying across three broad asset classes: equity, fixed income, and real assets. By investing the Long Term Pool in asset classes that perform differently from each other, we can mitigate the Long Term Pool’s exposure to any particular market condition. However, we recognize that certain investments behave quite differently in an inflationary environment versus a deflationary environment. During inflationary periods, fixed-income securities may act more like equities, and foreign currency and commodities may act less like equities. On the other hand, during periods of deflation, fixed-income securities may act less like equities, and foreign currency and commodities may act more like equities. Today, inflation is low and the global financial community has no desire to see deflation. Given these market conditions, we expect the returns of the Long Term Pool to have an average future volatility of about 10% per annum versus the policy portfolio benchmark’s annual volatility of 12%. Manager Risk The Long Term Pool invests with more than one hundred external managers. We seek to maintain a portfolio of managers that generates sufficient returns to compensate us for bearing both market risk and the additional risk inherent in working with individual managers. Manager risk includes tracking error or active bets away from the benchmark, operational or business risks, lack of transparency and leverage. UVIMCO mitigates manager risk by a thorough due diligence process. In addition, we reduce manager risk by manager diversification, declining certain partnership structures, and avoiding certain investment strategies (e.g., highly-leveraged hedge funds). Most importantly, we control manager risk by building close relationships with managers who have unquestioned ethics and integrity, and who align their interests with those of our University and foundation shareholders. 27 Liquidity Risk At UVIMCO, we define liquidity risk as an inability to meet any of the following four primary liquidity requirements: (i) withdrawals by the University and foundation investors, (ii) the excess of capital calls over expected capital distributions from private funds, (iii) the need to rebalance exposures following a market decline, and (iv) the ability to deploy cash opportunistically as new investment opportunities arise. We manage this risk by maintaining a portfolio of Treasury bills and bonds, maintaining sufficient liquidity with our public equity and hedge fund managers, and managing the pace of commitments to private investments. Given our four primary liquidity requirements, we believe that an appropriate target for liquidity is to have 10% of the Long Term Pool invested in assets that are safe and highly liquid. In addition, we require the Long Term Pool to have at least 30% of its assets available for conversion to cash in any twelve-month period. At any moment, the amount of liquidity we have available is a function of the size and nature of our private portfolio and the terms governing our public investments. The Long Term Pool’s liquidity at September 30, 2011 continued to exceed our targets. Cash and government bonds decreased from $626 million at the end of last fiscal year to $524 million on September 30, 2011. Cash was used to fund new investments and redemptions from the Long Term Pool. Total private investment distributions for the quarter were $54 million versus capital calls of $80 million. Total private investment distributions for the 12 months ending September 30, 2011 were $450 million, versus capital calls of $379 million. We expect that distributions will continue to exceed capital calls unless the economy slips back into a recession. Unfunded private investment commitments decreased from $975 million or 18% of the Long Term Pool as of June 30, 2011 to $879 million or 17% of the Long Term Pool as of September 30, 2011. 28 The percentage of the Long Term Pool that can be turned into cash has remained relatively constant over the past year. As of September 30, 2011, 37% of the Long Term Pool can be turned into cash within one quarter and 44% of the Pool can be turned into cash within one year. 29 INVESTMENT MANAGEMENT COMPANY Investment Report September 30, 2011 Investment Activity Month Beginning Net Asset Value (NAV) FYTD 2012 $5,264,985,707.44 $5,346,502,216.17 931,029.92 932,765.04 Beginning Shares $5,731.89 $6,536,628.55 ($20,285,242.29) ($230,277,221.29) ($2,665,321.15) $5,655.01 $1,334,091.52 ($7,003,537.77) ($158,627,703.58) ($877,497.62) NAV Per Share at Beginning of Period + Contributions - Redemptions + Investment Return - Fees $5,099,811,059.99 929,836.23 $5,484.63 Ending Net Asset Value (NAV) Ending Shares NAV Per Share at End of Period (1) $5,099,811,059.99 929,836.23 $5,484.63 Shareholder Summary Long Term Pool % of NAV $3,177,905,817.42 $1,111,434,961.19 $810,470,281.38 $5,099,811,059.99 University of Virginia Endowment Affiliated Organizations University Operating Funds Total 62.3% 21.8% 15.9% 100.0% Performance (2) Market Value $ Millions % Long Term Pool Policy Benchmark Equity Public Long / Short Buyout Venture Capital 5,100 Total Real Assets Barclays Aggregate Bond (5) 20 YR (4.3) 5.6 11.6 6.8 6.8 8.9 12.0 100.0 (6.6) (11.3) (7.3) (2.1) 3.4 1.3 5.8 6.9 969 1,123 903 157 19.0 22.0 17.7 3.1 (9.0) (3.1) (0.7) (0.4) (13.1) (5.3) (0.3) (1.3) (1.7) (0.2) 19.0 26.5 6.0 4.2 27.9 35.7 9.7 2.8 6.4 4.9 5.1 5.5 9.1 6.5 11.8 7.6 14.7 (2.6) 11.4 --18.2 3,152 61.8 60.0 (4.2) (9.4) (6.4) (17.3) 5.2 (13.2) 12.1 (5.5) 7.0 1.1 7.0 (1.1) 9.4 5.0 13.9 6.3 330 376 6.5 7.4 (1.1) (2.4) 0.6 (5.2) 3.9 22.0 3.0 43.2 (24.2) 19.2 (15.8) 22.2 (5.3) 24.8 --- 706 13.8 (1.8) (2.6) 14.3 25.7 (0.8) 3.8 9.9 -- 10.0 (11.4) (16.1) (9.0) (2.4) (1.3) (4.0) 7.4 8.1 9.2 4.9 8.5 1.8 (0.5) (2.2) (0.0) (0.0) 1.3 (1.7) 0.1 0.0 2.3 4.9 0.1 0.2 5.2 7.4 0.1 0.2 12.6 9.9 6.4 6.3 8.5 6.0 6.4 5.7 7.6 9.9 6.8 -- --7.6 -- 24.4 (0.6) 0.1 1.9 3.7 9.4 7.2 7.1 7.9 30.0 0.7 3.4 5.6 4.0 7.1 5.9 5.3 6.6 471 249 432 92 Total Fixed Income, Cash & AR Annualized 5 YR 10 YR (3.0) (4) MSCI Real Estate Fixed Income, Cash & AR Absolute Return Credit Government Bonds Cash & Currency 3 YR 100.0 (3) Total Equity MSCI All Country World Equity Real Assets Real Estate Resources Time-Weighted Returns MO FYTD CYTD 1 YR 1,243 30 Investment Report September 30, 2011 Short-Term Liquidity(6) Actual Liquidity (Cumulative Total % of NAV) Weekly Public Equity Monthly Quarterly Semi-Annually Annually 2% 6% 14% 16% 16% Long / Short Equity - 2% 11% 13% 15% Absolute Return - - 1% 3% 3% Resources 0% 0% 0% 0% 0% Government Bonds 8% 8% 8% 8% 8% Cash Total Available Liquidity ($ in Millions) 2% 2% 2% 2% 2% 12% 18% 37% 43% 44% 633 927 1,907 2,181 2,253 Private Funds Market Values and Commitments (7) ($ in Millions) Market Value of Private Investments Amount Public Equity Uncalled Commitments Amount % of NAV Private Aggregate Amount % of NAV 120 2% 37 1% 157 25 0% - - 25 0% 1,060 21% 372 7% 1,432 28% 12% Long / Short Equity Private Equity % of NAV 3% Real Estate 330 6% 278 5% 608 Resources 351 7% 112 2% 463 9% 57 1% - - 57 1% 248 5% 79 2% 327 6% 2,192 43% 879 17% 3,070 60% Europe Asia Absolute Return Credit Total Market and Currency Exposure Estimates (8) (% of NAV) Policy Ranges Equity Actual Exposure North America 6.9 7.6 (9) LAMA 40 - 70 48.6 27.9 6.1 Real Assets 5 - 20 15.2 12.9 1.2 0.8 0.3 Credit 0 - 20 5.2 5.0 (0.3) 0.1 0.3 Government Bonds 5 - 20 8.5 8.5 0.0 0.0 0.0 Total Market Exposure 70 - 100 77.4 54.2 7.9 8.5 6.7 25 - 75 10 - 40 10 - 40 0 - 20 Policy Ranges -- Cash & Currency Currency Exposure Policy Ranges Market Beta Exposure (10) -- 0 - 30 22.6 23.0 (0.4) (0.0) - -- 100.0 77.3 7.5 8.5 6.7 50 - 100 0 - 30 0 - 30 0 - 20 -- -- -- 69.5 -- 31 -- -- -- Investment Report September 30, 2011 Endnotes (1) UVIMCO's fiscal year runs from July 1 through June 30. (2) All investments are recorded at estimated fair market value in accordance with UVIMCO's valuation policy. (3) The Policy Benchmark is the geometrically linked monthly average of the underlying asset classes' benchmarks, weighted by the Fiscal Year 2012 policy target allocations: 60% Equity, 10% Real Assets, 30% Fixed Income. (4) The Real Estate component of our Fiscal Year 2012 policy portfolio is comprised of 50% MSCI U.S. Real Estate Index and 50% MSCI All Country World Real Estate Index. Prior to January 1995, the benchmark is comprised of 100% FTSE Nationa Association of Real Estate Investment Trusts Equity Index. (5) The Fixed Income component of our Fiscal Year 2012 policy portfolio is comprised of 50% Barclays Capital U.S. Aggregate Bond Index and 50% Barclays Capital Global Aggregate Bond Index (Hedged in U.S. Dollars). Prior to January 1990, the benchmark is comprised of 100% Barclays Capital U.S. Aggregate Bond Index. (6) Represents securities and funds that may be readily sold for cash within the designated time periods. (7) Represents the market values of investments where distributions are at the sole discretion of the managers, plus all uncalled commitments. (8) Market and currency exposures are estimated by looking through managers and funds to the underlying security positions. Policy ranges express the expected variation in asset class, regional, and currency exposures during normal market circumstances. Totals may not add due to rounding. (9) Latin America, Middle East, and Africa. (10) Estimated market beta of the Long Term Pool with each asset class adjusted for its level of market risk. 32 MISCELLANEOUS FINANCIAL REPORTS Finance Committee University of Virginia November 11, 2011 UNIVERSITY OF VIRGINIA ACADEMIC DIVISION ACCOUNTS AND LOANS RECEIVABLE AS OF SEPTEMBER 30, 2011 Summary of Accounts Receivable: The University's Academic Division's total accounts receivable at September 30, 2011 was $45,049.000 as compared to $31,721,000 at June 30, 2011. The major sources of receivables at September 30, 2011 were student accounts of $27,875,000 and sponsored programs of $14,397,000. The past due receivables over 120 days old were $2,941,000 as of September 30, 2011 or 6.53 percent of total receivables, which is below the Commonwealth's management standard of 10 percent. Gross Accounts Receivable Less: Allowance for Doubtful Accounts Net Accounts Receivable Accounts Receivable Greater than 120 Days Past Due Student Accounts Sponsored Programs Other Receivables Total $27,875,000 $14,397,000 $2,777,000 $45,049,000 $712,000 $676,000 $65,000 $1,453,000 $27,163,000 $13,721,000 $2,712,000 $43,596,000 $1,425,000 $1,353,000 $163,000 $2,941,000 SOURCE: Financial Administration DATE: October 18, 2011 33 UNIVERSITY OF VIRGINIA ACADEMIC DIVISION ACCOUNTS AND LOANS RECEIVABLE AS OF SEPTEMBER 30, 2011 Summary of Loans Receivable: The default rate for the Perkins Student Loan Program was 2.88 percent for the quarter ending September 30, 2011. This is based on the cohort default calculation and is well below the 15 percent threshold set by federal regulations. The Health Professions Loan Program default rate remained the same at 0.0 percent. The Nursing Undergraduate Student Loan Program default rate increased from 1.90 percent to 1.95 percent. Both medical loan programs are well below the 5 percent federal threshold. The University Loan Program default decreased from 2.62 percent to 2.37 percent for the quarter ending September 30, 2011. Gross Loan Receivables Perkins Student Loans Current Default Rate Inc/(Dec) From Last Quarter $20,150,000 2.88% -5.90% $0 0.00% 0.00% $1,187,000 1.95% 0.05% University Loans $17,621,000 2.37% -0.25% Total Student Loans Outstanding $38,958,000 Health Professions Loans Undergraduate Nursing Loans SOURCE: Financial Administration DATE: October 18, 2011 34 UNIVERSITY OF VIRGINIA CAPITAL CAMPAIGN SUMMARY AS OF SEPTEMBER 30, 2011 All Units Expendable Gifts and Pledge Payments Endowment Total 1,076,533,146 505,297,847 1,581,830,993 174,751,476 41,556,189 216,307,665 Deferred Gifts 92,596,250 29,546,847 122,143,097 Private Grants 217,883,546 0 217,883,546 73,672,896 2,188,297 75,861,193 1,635,437,314 578,589,180 2,214,026,494 228,854,119 66,851,525 295,705,644 1,864,291,433 645,440,705 2,509,732,138 -263,487,314 1,049,460,820 785,973,506 1,371,950,000 1,628,050,000 3,000,000,000 Outstanding Pledge Balances Gifts in Kind Gift and Pledge Total Future Support Campaign Total Additional Amounts To Be Raised (1) Total Rector & Visitors Gift Accounts Only Expendable Gifts and Pledge Payments Endowment Total 372,238,471 271,895,962 644,134,433 Outstanding Pledge Balances 28,519,356 5,735,919 34,255,275 Deferred Gifts 60,348,845 14,558,242 74,907,087 Private Grants 0 0 0 31,260,690 10,587 31,271,277 492,367,362 292,200,710 784,568,072 128,326,764 12,465,594 140,792,358 620,694,126 304,666,304 925,360,430 Gifts in Kind Gift and Pledge Total Future Support Campaign Total Additional Amounts To Be Raised TBD Total TBD 620,694,126 TBD 304,666,304 925,360,430 9,841,546 0 9,841,546 Deferred Gifts 200,000 0 200,000 Outstanding Pledge Balances 218,523 0 218,523 10,260,069 0 10,260,069 Rector & Visitors Unrestricted Giving Gifts and Pledge Payments Total (1) Excludes future or revocable support SOURCE: Development & Public Affairs DATE: October 12, 2011 35 UNIVERSITY OF VIRGINIA INTERNAL LOANS TO UNIVERSITY DEPARTMENTS AND ACTIVITIES AS OF SEPTEMBER 30, 2011 PRINCIPAL PAID OUTSTANDING APPROXIMATE PRINCIPAL FINAL PAYMENT TO DATE DATE OF LOAN INTEREST RATE2 09/01/06 6.25% 706,833 706,833 Varsity Hall 06/30/07 4.75% 1,517,726 Wilsdorf Hall 11/01/06 4.75% Wise Football Facility 10/01/07 4.75% PURPOSE National Radio Astronomy Observatory Piping Total Internal Loans Subject to $15M Limit Established by BOV1 NOTES: 1. 2. ORIGINAL LOAN AMOUNT - August 2011 1,372,983 144,743 March 2012 3,311,328 3,280,127 31,201 629,171 160,057 469,114 $ 6,165,058 $ 5,520,000 $ November 2011 October 2022 645,058 Per January 1990 Board of Visitors resolution establishing the internal loan pool at $10 million and per April 2003 Board of Visitors resolution approving the expansion of the internal loan pool from $10 million to $15 million. All internal loans are subject to the approval of the Executive Vice President and Chief Operating Officer. The University's blended borrowing rate for tax exempt financing is 4.75%. A taxable rate of 6.25% is being charged for the National Radio Astronomy Observatory Piping project. SOURCE: Financial Administration DATE: October 6, 2011 36 UNIVERSITY OF VIRGINIA QUARTERLY BUDGET REPORT As of September 30, 2011 This report compares the actual results for the sources and uses of funds to the Academic Division annual budget (excluding the Medical Center and the University of Virginia’s College at Wise). At the end of the first quarter of 2011-2012, 41.7% of the budgeted sources were collected and 30.2% of the budgeted uses were expended. The operating budget is developed using differing rules and conventions from the audited financial statements, which are developed in accordance with generally accepted accounting principles (GAAP). In some cases, similar descriptions are used in both reports even though the precise definitions and the specific amounts are not identical. However, both sets of figures are accurate for their particular purposes, and both are drawn from the University’s financial applications. Outlined below are several of the differing conventions used in the operating budget and the actual results presented on the accompanying statement: • • • • • • • The operating budget is prepared on a cash basis. The operating budget presents tuition and fees as gross income and the full amount of student aid as an expense. In the operating budget, depreciation is not funded and non-capital outlay purchases are recognized as expensed rather than spread over the useful life of the purchase. Debt service, major repair or renovation expenditures occur within the capital outlay accounts – and off the operating budget. The Federal Family Education Loan Program is excluded from the operating budget. Sources of funds are shown net of transfers to capital reserves/projects in the operating budget. Fringe benefit expenditures are included in the operating budget using pooled benefit rates. The operating budget recognizes recoveries of indirect costs only upon distribution of those revenues, and not when billed to granting agencies. A definition of terms is included to explain the categories for the sources and uses of funds. SOURCE: University Budget Office DATE: October 14, 2011 37 University of Virginia Academic Division 2011-12 Operating Budget Report As of September 30, 2011 (in thousands) 2011-12 Original Budget 9/30/2011 Actual Results Variance 9/30/2011 Results Percentage Sources of Available Funds, net of transfers to capital reserves Tuition & Fees for Operating Plan Appropriations: State Sponsored Research for Operating Plan Endowment Distribution & Fee Gifts Gifts-Via Affiliated Foundations Sales, Investment & Other Net Auxiliary Enterprises for Operating Plan Operating Cash Balances Total Sources of Available Funds $443,711 $129,871 $326,308 $141,000 $25,600 $74,000 $20,420 $185,531 $16,735 $1,363,176 $230,440 126,932 98,884 1,905 2,449 19,012 5,226 83,547 0 $568,395 $213,271 $2,939 $227,424 $139,095 $23,151 $54,988 $15,194 $101,984 $16,735 $794,781 51.9% 97.7% 30.3% 1.4% 9.6% 25.7% 25.6% 45.0% 0.0% 41.7% Uses of Available Funds Direct Instruction Research & Public Service Academic Support Student Services General Administration Operation & Maintenance of Physical Plant Scholarships, Fellowships, & Other Graduate Support Auxiliary/Self-Supporting Total Operating Expenses $338,302 309,175 128,529 35,940 74,885 110,176 156,150 191,410 $1,344,567 $73,998 91,477 42,009 9,667 22,246 37,476 73,157 56,320 $406,350 $264,304 217,698 86,520 26,273 52,639 72,700 82,993 135,090 $938,217 21.9% 29.6% 32.7% 26.9% 29.7% 34.0% 46.9% 29.4% 30.2% $18,609 $162,045 ($143,436) Net Sources and Uses of Operating Funds 38 DEFINITION OF TERMS Sponsored Research - primarily research projects, but also includes activities restricted to institutional and service programs. Auxiliary Enterprises - those activities which are supported entirely through fees charged to users, such as housing, athletics, dining services, the telephone system and the bookstore. Instruction - expenditures for the primary mission of the University, which includes teaching faculty, support staff, instructional equipment, and related routine operating costs. Research - includes expenditures for activities such as support for research faculty and sponsored research. Activities include the Center for Public Service, the State Climatologist, and the Center for Liberal Arts. Public Service - includes activities such as the Miller Center of Public Affairs, the Virginia Foundation for the Humanities, and that portion of the medical school's clinical physicians’ salaries and fringe benefits related to patient care. Library, Information Technology and Academic Administration - encompasses the libraries, the activities of the deans of the schools, and other related expenditures. Student Services – includes activities whose primary purpose is to contribute to the students' emotional and physical well-being and to their intellectual, cultural, and social development outside the classroom. General Administration - includes the financial, administrative, logistical, and development activities of the University. Operation and Maintenance of Physical Plant - includes expenditures for activities related to the operation and maintenance of the physical plant, net of amounts charged to auxiliary enterprises and the Medical Center. 39 UNIVERSITY OF VIRGINIA QUASI-ENDOWMENT ACTIONS JULY 1, 2011 TO SEPTEMBER 30, 2011 The quasi-endowment actions listed below were approved by either (1) the Executive Vice President and Chief Operating Officer, under the following Board of Visitors’ resolutions, or (2) the Vice President and Chief Financial Officer, under the delegation of authority from the Executive Vice President and Chief Operating Officer: • In October 1990 and June 1996 the Board of Visitors approved resolutions delegating to the Executive Vice President and Chief Operating Officer the authority to approve quasiendowment actions, including establishments and divestments of less than $2,000,000, with regular reports on such actions. • In February 2006, the Board of Visitors approved a resolution permitting approval of quasiendowment transactions, regardless of dollar amount, in cases in which it is determined to be necessary as part of the assessment of the business plan for capital projects. Additionally, to the extent that the central loan program has balances, they may be invested in the long term investment pool managed by UVIMCO or in other investment vehicles as permitted by law. Additions from Gifts Amount Commonwealth Commerce Professorships Commonwealth Engineering Professorships Faculty and Staff Undergraduate Scholarship - UVA Match Quasi-Endowment McIntire School of Commerce Bequest Gifts Quasi-Endowment President's Fund for Excellence Unrestricted Quasi-Endowment University Quasi-Endowment Fund (1) Total Additions from Gifts to Quasi-Endowments $ 1,666,667.00 1,666,666.00 155.00 29,512.74 25,391.44 371,380.74 $ 3,759,772.92 Additions from Endowment Income (Capitalizations) Total Additions from Endowment Income to Quasi-Endowments 40 $ - Divestments Center for SCAT Restricted Quasi-Endowment McIntire School of Commerce Operations Fund Sorensen Institute - Hall Estate Quasi-Endowment Thaler, Myles H. Quasi-Endowment for HIV Research Total Divestments from Quasi-Endowments $ 25,000.00 898,758.75 250,000.00 75,000.00 $ 1,248,758.75 Notes: (1) Includes current unrestricted gifts to the University which, under a standing Board of Visitors resolution, are required to be added to the University's Unrestricted Endowment Fund. This report does not include transfers between quasi-endowment accounts. SOURCE: Financial Administration DATE: October 6, 2011 41 UNIVERSITY OF VIRGINIA ENDOWMENT/LONG TERM INVESTMENTS FOR UVA AND RELATED FOUNDATIONS AS OF SEPTEMBER 30, 2011 (in thousands) Rector and Visitors Funds The University of Virginia Medical School and related foundations The College of Arts and Sciences and related foundations The University of Virginia Law School and related foundation Darden School and related foundation Batten School of Leadership and Public Policy The McIntire School of Commerce and related foundation School of Engineering and related foundation University of Virginia's College at Wise and related foundation Graduate School of Arts and Sciences School of Nursing Curry School of Education and related foundation School of Architecture and related foundation School of Continuing and Professional Studies $ 745,598 339,371 41,970 106,219 105,584 74,001 85,772 41,178 47,589 37,811 12,485 15,881 1,684 Related Foundation Funds Invested by UVIMCO $ 33,197 48,336 204,080 197,737 2,994 5,055 7,626 553 - Alumni Association Funds Invested by UVIMCO $ 8,595 10,824 29,063 2,582 2,264 1,933 383 47 University of Virginia Medical Center and related foundations Centrally Managed University Scholarships Athletics and related foundation Alumni Association Provost Miller Center and related foundation University of Virginia Foundation and related entities Alumni Board of Trustees University Libraries 387,620 147,206 38,102 87,714 50,845 48,568 52,038 59,654 8,806 58,554 50,180 - 4,162 384 67,030 33 University - Unrestricted but designated University - Unrestricted Quasi and True Endowment University - Unrestricted Other 295,577 155,366 143,527 - - All Other 217,465 189,517 $ 3,227,133 $ 918,327 Related Foundation Funds Invested by Direction of Foundation Board $ 19,721 ** 429 23,165 128 - 45,427 * $ 172,727 2,760 88,227 10,565 871 2,206 2,424 1,492 433 - $ Total $ 787,390 401,291 334,277 314,521 105,584 103,935 93,554 50,921 47,589 39,744 21,603 17,250 1,731 463,541 147,206 98,569 90,195 87,714 59,651 58,682 50,180 48,601 - 295,577 155,366 143,527 15,558 467,967 167,979 $ 4,486,166 *Includes funds on deposit for other areas/schools not individually listed. **Excludes approximately $45.5 million of board designated pension funds. SOURCE: Financial Administration DATE: October 27, 2011 42 APPENDICES APPENDIX A FIRST AMENDMENT TO THE OPTIONAL RETIREMENT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA (As Amended and Restated January 1, 2010) WHEREAS, the Optional Retirement Plan for Employees of the University of Virginia (the “Plan”) of the University of Virginia (the “University”) was established effective July 1, 1989, and WHEREAS, Section 7.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 1. Section 7.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 7.3, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the University or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; or (3)alter, change, or modify the duties, powers, or liabilities of the Trustee without its written consent; or (4)permit any part of the assets of the Plan and the Trust to be used to pay Premiums or contributions of the University under any other plan maintained by the University for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. A - 1 IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE OPTIONAL RETIREMENT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ FIRST AMENDMENT TO THE SUPPLEMENTAL DEFINED CONTRIBUTION BENEFIT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA (As Amended and Restated January 1, 2010) WHEREAS, the Supplemental Defined Contribution Benefit Plan for Employees of the University of Virginia (the “Plan”) of the University of Virginia (the “University”) was established effective July 1, 2000; WHEREAS, the Plan was amended and restated effective January 1, 2010; WHEREAS, the University wishes to amend the Plan to provide mandatory employee contributions for eligible employees; and WHEREAS, Section 7.1 of the Plan permits the University to amend the Plan at any time. NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 1. Section 1.1 shall be amended to read as follows: “The account of a Participant or a Former Participant that is credited with University Contributions made pursuant to Section 3.1 and/or Mandatory Employee Contributions made pursuant to Section 3.2.” 2. The following section 3.2 shall be added and all remaining sections shall be renumbered accordingly: 3.2 Mandatory Employee Contributions A - 2 In the case of a Participant to whom Section 3.1(b) applies, the Employer shall make a Mandatory Employee Contribution to such Participant’s Accumulation Account for the Plan Year of an amount equal to 5% of such Participant’s Compensation or an amount equal to such other rate for optional retirement plans sponsored by institutions of higher education that may be established from time to time by the Commonwealth or provided for under section 51.1-126 of the Code of Virginia. Mandatory Employee Contributions shall be paid by the Employer in lieu of employee contributions. The source of each Mandatory Employee Contribution paid by the University shall be a corresponding reduction in the salary of the Participant on whose behalf the Employer makes a Mandatory Employee Contribution. A Participant for whom the Employer makes a Mandatory Employee Contribution shall have no cash or deferred election right (within the meaning of section 1.401(k)-1(a)(3) of the Treasury Regulations) with respect to the Mandatory Employee Contributions paid to the Plan by the Employer. The Mandatory Employee Contributions shall be treated as paid by the Employer for the purpose of Code section 414(h)(2). A Participant to whom Section 3.1(b) applies shall continue to make Mandatory Employee Contributions while on an Educational Leave of Absence subject to the limitation described in Section 3.4. 3. Section 3.3(a) (renumbered to be Section 3.4(a) by this Amendment) shall be amended to read as follows: In no event shall a Participant’s University Contributions and/or Mandatory Employee Contributions exceed the lesser of: (b) (ii) $49,000, as adjusted under Code section 415(d); or one hundred percent (100%) of the Participant’s 415 Compensation. 4. Section 3.4(a) (renumbered to be Section 3.5(a) by this Amendment) shall be amended to read as follows: (c) Retroactive Contributions If a Participant is in qualified military service, as that terms is defined under USERRA, and he returns to employment with the Employer within ninety (90) days of the end of his military leave (or such longer period of time as his reemployment rights are protected by law), the Employer shall make the contributions described in Sections 3.1 above that he otherwise would have been entitled to but for his absence due to the military leave and the Participant shall have his salary reduced to make contributions described in Section 3.2 above that he otherwise would have been required to make but for his absence due to the A - 3 military leave. Such contributions shall be treated as paid by the Employer for the purpose of Code section 414(h)(2). 5. The first sentence of Section 5.1 shall be amended to read as follows: The Participant shall have the option to allocate the University Contributions made pursuant to Section 3.1 and the Mandatory Employee Contributions made pursuant to Section 3.2 between the following forms of investment: (a) an annuity contract that meets the requirements of Code section 403(a), or (b) a qualified trust as described in Code section 401(a). 6. The first sentence of Section 5.3(a) shall be amended to read as follow: “The Administrator shall establish and maintain an account in the name of each Participant to which there shall be credited (or debited) a Participant’s University Contributions made in accordance with Section 3.1 above or Mandatory Employee Contributions made in accordance with Section 3.2 above, that the Participant has designated to be allocated to the Trust pursuant to Section 5.1(b) above. IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE OPTIONAL RETIREMENT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ SECOND AMENDMENT TO THE SUPPLEMENTAL DEFINED CONTRIBUTION BENEFIT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA (As Amended and Restated January 1, 2010) WHEREAS, the Supplemental Defined Contribution Benefit Plan for Employees of the University of Virginia (the “Plan”) of the University of Virginia (the “University”) was established effective July 1, 2000; and WHEREAS, Section 7.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; A - 4 WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 2. Section 7.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 7.3, no such amendment shall (1) cause any part of the assets of the Plan to revert to or be recoverable by the University or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; (3) alter, change, or modify the duties, powers, or liabilities of the Administrator without its written consent ; or (4) permit any part of the assets of the Plan to be used to pay Premiums or contributions of the University under any other plan maintained by the University for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this SECOND AMENDMENT TO THE SUPPLEMENTAL DEFINED CONTRIBUTION BENEFIT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ A - 5 FIRST AMENDMENT TO THE COMMONWEALTH OF VIRGINIA MATCHING CONTRIBUTION RETIREMENT PLAN FOR SALARIED EMPLOYEES OF THE UNIVERSITY OF VIRGINIA (As Amended and Restated January 1, 2010) WHEREAS, the Commonwealth of Virginia Matching Contribution Retirement Plan for Salaried Employees of the University of Virginia (the “Plan”) of the University of Virginia (the “University”) was established effective April 1, 2000; and WHEREAS, Section 7.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 3. Section 7.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 7.3, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the University or the University of Virginia Medical Center, or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; (3) alter, change, or modify the duties, powers, or liabilities of the Trustee without its written consent; or (4)permit any part of the assets of the Plan and the Trust to be used to pay Premiums or contributions of the University or the University of Virginia Medical Center under any other plan maintained by the University or University of Virginia Medical Center for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. A - 6 IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE COMMONWEALTH OF VIRGINIA MATCHING CONTRIBUTION RETIREMENT PLAN FOR SALARIED EMPLOYEES OF THE UNIVERSITY OF VIRGINIA to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ FIRST AMENDMENT TO THE OPTIONAL RETIREMENT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA MEDICAL CENTER (As Amended and Restated January 1, 2010) WHEREAS, the Optional Retirement Plan for Employees of the University of Virginia Medical Center (the “Plan”) of the University of Virginia (the “University”) was established effective July 1, 1993; and WHEREAS, the University of Virginia Medical Center would like to encourage employees who currently work for Hematology Oncology Patient Enterprises, PC (H.O.P.E.) to continue to work at the University of Virginia Medical Center as Medical Center employees by providing service credit in the Medical Center’s retirement plan for time spent employed by H.O.P.E.; and WHEREAS, the Plan must be formally amended to accomplish the grant of service credit; and WHEREAS, Section 8.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective July 1, 2011: 4. Section 4.1(c) shall be amended as follows: (c) Measurement of Vesting Period A - 7 For purposes of this section, the one- or two-year vesting period shall be the 12- or 24month period that begins with the Participant’s commencement of participation in the Plan. (i) Participants Previously Employed by Virginia Ambulatory Surgery, Inc. Participants who became Eligible Employees as a result of the Medical Center’s assumption of the sole membership interest of Virginia Ambulatory Surgery, Inc., effective July 1, 2004, shall be permitted to apply months of service performed on behalf of the Health Services Foundation at Virginia Ambulatory Surgery, Inc., toward fulfilling the vesting period requirement. (ii) Participants Previously Employed by Culpeper Hospital Home Health For purposes of calculating years of participation for Participants who became Eligible Employees as a result of their transfer from Culpeper Hospital Home Health to the Medical Center, months of service performed with Culpeper Hospital Home Health shall be counted towards fulfilling the vesting period requirement. (iii) Participants Previously Employed by Hematology Oncology Patient Enterprises, P.C. (H.O.P.E.) Participants who became Eligible Employees as a result of the Medical Center’s stock purchase of Hematology Oncology Patient Enterprises, P.C. (H.O.P.E), effective July 1, 2011, shall be permitted to apply months of service performed on behalf of H.O.P.E., toward fulfilling the vesting period requirement. IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE OPTIONAL RETIREMENT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA MEDICAL CENTER to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ A - 8 SECOND AMENDMENT TO THE OPTIONAL RETIREMENT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA MEDICAL CENTER (As Amended and Restated January 1, 2010) WHEREAS, the Optional Retirement Plan for Employees of the University of Virginia Medical Center (the “Plan”) of the University of Virginia (the “University”) was established effective July 1, 1993, and amended and restated effective January 1, 1999; and WHEREAS, Section 8.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 5. Section 8.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 8.3, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the Medical Center or be used for or diverted o purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; (3) alter, change, or modify the duties, powers, or liabilities of the Trustee without its written consent ; or (4) permit any part of the assets of the Plan and the Trust to be used to pay Premiums or contributions of the University or the Medical Center under any other plan maintained by the University or the Medical Center for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. A - 9 IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this SECOND AMENDMENT TO THE OPTIONAL RETIREMENT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA MEDICAL CENTER to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ FIRST AMENDMENT TO THE SUPPLEMENTAL DEFINED CONTRIBUTION BENEFIT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA MEDICAL CENTER (As Amended and Restated January 1, 2010) WHEREAS, the Supplemental Defined Contribution Benefit Plan for Employees of the University of Virginia Medical Center (the “Plan”) of the University of Virginia (the “University”) was established effective July 1, 2000; and WHEREAS, Section 8.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 6. Section 8.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to A - 10 conform the Plan to applicable federal or state law. Except as set forth in Section 8.3, no such amendment shall (1) cause any part of the assets of the Plan to revert to or be recoverable by the University of Virginia Medical Center, or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; (3) alter, change, or modify the duties, powers, or liabilities of the Administrator without its written consent; or (4)permit any part of the assets of the Plan and the Trust to be used to pay Premiums or contributions of the University or the University of Virginia Medical Center under any other plan maintained by the University or University of Virginia Medical Center for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE SUPPLEMENTAL DEFINED CONTRIBUTION BENEFIT PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA MEDICAL CENTER to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ FIRST AMENDMENT TO THE MATCHING CONTRIBUTION RETIREMENT PLAN FOR UNIVERSITY OF VIRGINIA MEDICAL CENTER (As Amended and Restated January 1, 2010) WHEREAS, the Matching Contribution Retirement Plan for University of Virginia Medical Center (the “Plan”) of the University of Virginia (the “University”) was established effective October 1, 2002 and WHEREAS, Section 7.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; A - 11 NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 7. Section 7.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 7.3, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the University or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; (3) alter, change, or modify the duties, powers, or liabilities of the Trustee without its written consent ; or (4) permit any part of the assets of the Plan and the Trust to be used to pay Premiums or contributions of the University or the University of Virginia Medical Center under any other plan maintained by the University or the University of Virginia Medical Center for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE MATCHING CONTRIBUTION RETIREMENT PLAN FOR UNIVERSITY OF VIRGINIA MEDICAL CENTER to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ A - 12 FIRST AMENDMENT TO THE DEFINED CONTRIBUTION PLAN FOR PHYSICIANS OF COMMUNITY MEDICINE, LLC (As Amended and Restated January 1, 2010) WHEREAS, the Defined Contribution Plan for Physicians of Community Medicine, LLC (the “Plan”) of the University of Virginia (the “University”) was established effective July 1, 2001; and WHEREAS, Section 7.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 8. Section 7.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 7.3, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the University or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; (3) alter, change, or modify the duties, powers, or liabilities of the Trustee without its written consent; or (4)permit any part of the assets of the Plan and the Trust to be used to pay Premiums or contributions of the University under any other plan maintained by the University for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. A - 13 IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE DEFINED CONTRIBUTION PLAN FOR PHYSICIANS OF COMMUNITY MEDICINE, LLC to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: FIRST AMENDMENT TO THE DEFINED CONTRIBUTION RETIREMENT PLAN FOR EXECUTIVE EMPLOYEES OF THE UNIVERSITY OF VIRGINIA (As Amended and Restated January 1, 2010) WHEREAS, the Defined Contribution Retirement Plan for Executive Employees of the University of Virginia (the “Plan”) of the University of Virginia (the “University”) was established effective January 1, 2001, and WHEREAS, Section 7.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 9. Section 7.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for A - 14 purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 7.3, no such amendment shall (1) cause any part of the assets of the Plan to revert to or be recoverable by the University or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; or (3)permit any part of the assets of the Plan to be used to pay Premiums or contributions of the University under any other plan maintained by the University for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE DEFINED CONTRIBUTION RETIREMENT PLAN FOR EXECUTIVE EMPLOYEES OF THE UNIVERSITY OF VIRGINIA to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ FIRST AMENDMENT TO THE DEFINED CONTRIBUTION INCENTIVE PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA INVESTMENT MANAGEMENT COMPANY (As Amended and Restated January 1, 2010) WHEREAS, the Defined Contribution Incentive Plan for Employees of the University of Virginia Investment Management Company(the “Plan”) of the University of Virginia (the “University”) was established effective October 1, 2000; and WHEREAS, Section 7.1 of the Plan permits the University, through affirmative action of the Board or its designee, to amend the Plan at any time; WHEREAS, the Plan must be formally amended to appoint a designee to act on behalf of the University; A - 15 NOW, THEREFORE, in accordance with the foregoing, the Plan is hereby amended as follows effective November 11, 2011: 10. Section 7.1 shall be amended as follows: Amendment The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Code sections 401(a) and 403(a). The Board may delegate its authority to amend the Plan to one or more officers of the University. The Board expressly delegates its authority to the University’s Executive Vice President and Chief Operating Officer for purposes of amending the Plan when and if such amendment is required in order to conform the Plan to applicable federal or state law. Except as set forth in Section 7.3, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the University or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries; (2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; or (3)alter, change, or modify the duties, powers, or liabilities of the Trustee without its written consent; or (4)permit any part of the assets of the Plan and the Trust to be used to pay Premiums or contributions of the University under any other plan maintained by the University for the benefit of employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment. IN WITNESS WHEREOF, the undersigned, being an authorized officer of the University, has caused this FIRST AMENDMENT TO THE DEFINED CONTRIBUTION INCENTIVE PLAN FOR EMPLOYEES OF THE UNIVERSITY OF VIRGINIA INVESTMENT MANAGEMENT COMPANY to be executed on behalf of the University this eleventh day of November, 2011. THE UNIVERSITY OF VIRGINIA By: ____________________________________________________ Name: ____________________________________________________ Title: ____________________________________________________ A - 16 APPENDIX B Working Capital Short-Term Investment Policy Adopted November 11, 2011 B-1 Table of Contents I. Governing Authority ..............................................................................................................3 II. Scope ......................................................................................................................................3 III. General Objectives ..............................................................................................................3 Tier Structure Safety .........................................................................................................................3 Liquidity.....................................................................................................................3 Yield ...........................................................................................................................3 IV. Standards of Care ................................................................................................................4 Prudence ....................................................................................................................4 Ethics and Conflicts of Interest ...............................................................................4 Delegation of Authority ............................................................................................4 V. Custody, Trust, and Controls...............................................................................................4 Custody /Trust...........................................................................................................4 Internal Controls .......................................................................................................4 VI. Suitable and Authorized Investments ................................................................................5 1. Investment Types ......................................................................................................5 2. Duration .....................................................................................................................5 3. Collateralization ........................................................................................................5 Permitted Investments ..............................................................................................5 VII. Portfolio Risk Management ..............................................................................................7 Interest Rate Risk .....................................................................................................7 Credit Risk .................................................................................................................7 Liquidity Risk ............................................................................................................8 VIII. Investment Parameters & Diversification .......................................................................8 Portfolio Diversification ...........................................................................................8 1. Security Downgrades ................................................................................................8 Subsequent Events IX. Selection of Broker/Dealers ................ 9, Investment Managers and Depository Banks Selection of Broker/Dealers Engagement of Investment Managers .....................................................................9 Selection of Depository Banks X. Prohibited Investments and Investment Practices XI. IX. Portfolio Benchmarks ................................................................................................10 B-2 Appendix A: University of Virginia Investment Management Company Investment Policy Statement Appendix B: Board of Visitors resolution, October 2007 B-3 I. Governing Authority Board of Visitors resolution, October 2007 (appended at p.A-22) RESOLVED that the Vice President and Chief Financial Officer is authorized to invest the cash of and held by the University in the University of Virginia Investment Management Company (UVIMCO) long-term pool or in other investment vehicles as permitted by law, the cash to include but not be limited to working capital, operating reserves, employee health plan reserves, other academic division operating and capital reserves, and medical center working capital, operating and capital reserves including depreciation reserves; Definition of Working Capital “Working Capital” is the operating liquidity available to an organization to meet financial obligations. The University‟s investment program shall be operated in conformance with applicable federal, state, and other legal requirements, including, but not limitlimited to, that certain Management Agreement dated November 15, 2005, by and between the Commonwealth of Virginia and The Rector and Visitors of the University of Virginia, as amended (Chapter 3 of Chapter 943 of the 2006 Virginia Act of Assembly) (including Exhibit R, Policy Governing Financial Operations and Management, thereto); the Security for Public Deposits Act, Chapter 44 (§ 2.2-4400 et seq.) of Title 2.2 of the Code of Virginia, as amended; the Investment of Public Funds Act, Chapter 45 (§ 2.2-4500 et seq.) of Title 2.2 of the Code of Virginia, as amended; the Uniform Prudent Management of Institutional Funds Act, Chapter 15, Article 1.2 (§ 55-268.11 et seq.) of Title 55 of the Code of Virginia, as amended; and § 23-76.1 of the Code of Virginia, as amended, concerning the University‟s investment of endowment funds, endowment income, and gifts. II. Scope The purpose of this policy is to set guidelines forforth the parameters, responsibilities, investment and controlsoperational policies for the short term (24 months or less) investment of University funds.University‟s Working Capital Funds. Proceeds from taxexempt bond issues, endowment assets, and money held in bank demand deposit accounts are not covered under this policy. Except for cash in certain legally restricted and special accounts, the University will consolidate cash and reserve balances to optimize University-wide liquidity management and investment earnings and to increase efficiencies with regard to investment pricing, custody/trust and administration. B-4 III. General Objectives & Investment Guidelines The primary objectives of the policy are to set short-term investment parameters, establish limits consistent with the University‟s risk tolerance, and provide appropriate benchmarks for performance. Investment activities shall be guided by the following priorities, listed in order: Tier Structure - For purposes of this policy, the University‟s Working Capital Funds shall be divided into three (3) Tiers based on expected liquidity needs and return objectives. Investment activities for all Tiers shall be guided by the objectives of safety, liquidity and return. The priority of these objectives will vary based on Tier as described below. 1. Safety - Safety of principal is the foremostan important objective of the University‟s investment program. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio by mitigating credit risk and interest rate risk. 2. Liquidity - The investment portfolio shall remain sufficiently liquid to meet all operatingdisbursement requirements that may be reasonably anticipated in the Tier. 3. YieldReturn - The investment portfolioportfolios shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles. Performance objectives will be established for each Tier consistent with stated objectives. Tier 1: The University‟s cash and short-term investments shall be categorized as the Tier 1 Portfolio. Because of the difficulties inherent in accurately forecasting cash flow requirements, a portion of this portfolio shall be continuously invested in readily available funds such as money market mutual funds, bank deposits, or overnight repurchase agreements to ensure that appropriate liquidity is maintained to meet the University‟s obligations. Safety and liquidity are the primary objectives of this Tier. Tier 2: The Tier 2 Portfolio represents Working Capital Funds that do not need to be readily available to meet the University‟s operating needs. These funds are available for intermediate-term investment. Safety and return are the primary objectives of this Tier. Tier 3: The Tier 3 Portfolio represents Working Capital Funds that can be invested as part of the commingled pool managed by the University of Virginia Investment Management Company (“UVIMCO”). The Investment Policy Statement for UVIMCO governs Tier 3 assets and supersedes the limits set forth in this policy for asset allocations and issuer limitations. (A copy of the UVIMCO Investment Policy Statement is included as an appendix to this policy and incorporated by reference.) The primary objective of this Tier is to maximize long-term real return commensurate with the risk tolerance of the University. B-5 The University‟s liquidity needs, cash forecast, and risk tolerance will be considered in determining what percentage of total working capital will be invested in Tier 1. Assets invested in Tier 2 are those assets typically not needed during the University‟s annual operating cycle. Tier 2 assets are typically those assets being held for specific projects expected to be needed over a 1-5 year time frame. The remaining working capital, primarily in the form of reserves, will be allocated to the Tier 3 portfolio. Allocation among the three tiers will be monitored regularly and reported annually to the Board of Visitors. IV. Standards of Care 1. Prudence - The standard shall be the "prudent person" standard, except as may otherwise be prescribed by applicable laws or regulations now or in the future. Under the "prudent person" standard, investments shall be made with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Investment officers acting in accordance with written procedures and this investment policy and exercising due diligence in good faith shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion. 2. Ethics and Conflicts of Interest - The University‟s officers and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution and management of the investment program, or that could impair their ability to make impartial decisions or otherwise be in violation of state law and/or University policy. 3. Delegation of Authority - Authority to manage the investment program in accordance with this investment policy is granted to the University‟s Vice President and Chief Financial Officer, who shall act and may further delegate in accordance with any procedures and internal controls for the operation of the investment program consistent with this investment policy. The Executive Vice President and Chief Operating Officer and the Vice President and Chief Financial Officer may make temporary exceptions to the investment policy in the event of significant market instability or a credit event that would require us to make a significant reallocation of the portfolio in order to protect the safety and/or liquidity of the working capital portfolio. Any such exception to the investment policy will be reported immediately to the Rector and Chair of the Finance Committee of the Board of Visitors. Any temporary exception will remain in place until no later than the next Board of Visitors meeting at which time the EVP and COO will suggest a course of action with regard to the policy and seek input on and approval of such action by the Board. B-6 V. Custody, Trust, and Controls 1. Custody/Trust - The University will not take physical possession of investment securities. Securities will be held by an independent third-party custodian selected by the University as evidenced by custody/trust receipts in the University‟s name. The custody/trust institution shall annually provide a copy of their most recent report on internal controls (Statement of Auditing Standards No. 70, or SAS 70). 2. Internal Controls - Treasury OperationsManagement is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the University are protected from loss, theft, or misuse. VI. Suitable and Authorized Investments 1. Investment Types - USD-denominated securities, issued by entities with capitalization of at least $250 million that are in compliance with the Investment of Public Funds Act and the Security for Public Deposits Act will be permitted under this policy. However, from time to time, more stringent requirements may be imposed and approved by the Vice President and Chief Financial Officer in order to ensure that the University‟s goals, as set forth in this policy, are met. 2. Duration - The average duration of any short-term investment portfolio must not exceed nine months. Any individual security may not have a maturity longer than 24 months. 3. Collateralization - Where appropriate and allowed by state law the University may require full collateralization of any investment assets. Permitted investments - Subject to the foregoing, theThe University may invest in the following investment vehicles: subject to diversification and maturity limitations for each Tier. 1. U.S. Treasury Obligations - Bills, notes, and any other obligation or security issued by or backed by the full faith and credit of the United States Treasury. 2. Federal Agency Obligations - Bonds, notes, and other obligations of the United States, and securities issued by any AAA-rated federal government agency or instrumentality or government sponsored enterprise except for collateralizedthat has a rating no less than the rating on U.S. Government debt. Collateralized mortgage obligations will not be purchased. 3. Negotiable Certificates of Deposit, Bank Deposit Notes and Non-Negotiable Certificates of Deposit / Time Deposits - Negotiable and non-negotiable certificates of deposit, time deposits and negotiable bank deposit notes of domestic banks and domestic offices of foreign banks with a rating of at least A-1 by Standard & Poor‟s, B-7 Inc., and P-1 by Moody‟s Investor Service, Inc., for maturities of one year or less, and a rating of at least AA by Standard & Poor‟s, Inc., and Aa by Moody‟s Investor Service, Inc., for maturities over one year. 4. Bankers’ Acceptances - Issued by domestic banks or domestic offices of foreign banks, which are eligible for purchase by the Federal Reserve System with a maturity of 180 days or less. The issuing corporation, or its guarantor, must have a short-term debt rating of no less than “A-1” (or its equivalent) by at least two of the Nationally Recognized Statistical Rating Organizations (“NRSRO‟s”). 5. Corporate Debt Obligations - High quality corporate notes with a rating of at least Aa by Moody's Investors Service, Inc., and a rating of at least AA by Standard and Poor‟s, Inc., and a maturity of no more than two years from the date of purchase. 6. Commercial Paper - “Prime quality” commercial paper, with a maturity of 270 days or less, issued by domestic corporations (corporations organized and operating under the laws of the United States or any state thereof) provided that the issuing corporation, or its guarantor, has a short-term debt rating of no less than “A-1” (or its equivalent) by at least two of the NRSRO‟s. 7. Municipal Obligations - Bonds, notes, and other general obligations of a municipal authority organized within the United States upon which there is no default and having a rating of at least AA by Standard & Poor‟s, Inc., and Aa by Moody‟s Investor Service, Inc. and maturing within two years of the date of purchase... 8. Repurchase Agreements - Overnight, term, and open repurchase agreements provided that the following conditions are met: 1. the contract is fully secured by deliverable U.S. Treasury and federal agency obligations as described above (with a maximum maturity of two years),, having a market value at all times of at least 102 percent of the amount of the contract; 2. a master repurchase agreement or specific written repurchase agreement governs the transaction and which in each case contains terms qualifying each transaction as a securities loan for purposes of Section 512 under the Internal Revenue Code, and provides for master netting of obligations; 3. the securities are free and clear of any lien and held by an independent third-party custodian acting solely as agent for the University, provided such third party is not the seller under the repurchase agreement; 4. a perfected first security interest under the Uniform Commercial Code in accordance with book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. in such securities is created for the benefit of the University; such that the agent holding the underlying securities (the collateral) must hold the securities in a way that ensures they remain the property of the University. B-8 5. for repurchase agreements with terms to maturity of greater than one day, the University will have the collateral securities valued daily and require that if additional collateral is warranted, then that collateral must be delivered within one business day (if a collateral deficiency is not corrected within this time frame, the collateral securities will be liquidated); 6. the counterparty is a: a. primary government securities dealer who reports daily to the Federal Reserve Bank of New York, or b. a bank, savings and loan association, or diversified securities broker-dealer having at least $5 billion in assets and $500 million in capital and subject to regulation of capital standards by any state or federal regulatory agency; and c. the counterparty that meets the following criteria: i. a long-term credit rating of at least „AA‟ or the equivalent from an NRSRO; andor ii. a short-term credit rating of at least “A-1” or the equivalent from an NRSRO; and d. counterparty that has been in operation for at least five years. 7. Collateral under repurchase agreements with a maturity of 14 calendar-days or less1 business day may be held by the agreement counterparty. Collateral under repurchase agreements with a maturity of over 14 calendar daysgreater than 1 business day must be held by an independent custodian. 9. Money Market Mutual Funds (Open-Ended Investment Funds) - Shares in open-ended, no-load, money market investmentmutual funds, (“MMMF‟s”), provided such funds are registered under the Federal Investment Company Act of 1940 and rated at least “AAAm” or the equivalent by an NRSRO. The mutual fund must comply with the diversification, quality, and maturity requirements of Rule 2a-7, or any successor rule, under the Investment Company Act of 1940, provided the investments by such funds are restricted to investments otherwise permitted by the Code of Virginia for political subdivisions. No more than 50% of the portfolio may be allocated to MMMF‟s with no more than 25% of the portfolio being invested with any Money Market Mutual Fund issuer. The University‟s assets must not represent more than 10% of a fund‟s total assets. (See graph below for portfolio diversification requirements) 10. Local Government Investment Pool (LGIP) - A specialized money market fund created in the 1980 session of the Virginia General Assembly designed to offer a convenient and cost-effective investment vehicle for public entities. The Fund is administered by the Treasury Board of the Commonwealth of Virginia and ismust be rated AAA“AAm” by Standard & Poor‟s, Inc. B-9 11. Assets Permitted by the Investment Policy Statement of UVIMCO – Tiers 2 and 3 Portfolio assets can be invested as part of a co-mingled investment pool managed by UVIMCO. VII. Portfolio Risk Management The University evaluates the following primary risks as part of its short-term investment management: 1. Interest Rate Risk - The University seeks toTo manage the impact of interest ratesand market conditions on the market value and cash flows of its short-term investments. The University develops an annual cash flow forecast and, through the use of sensitivity modeling, determines its tolerancethe Working Capital Funds, the duration and maximum maturity will be limited by Portfolio Tier. Tier 1: Maximum duration of 9 months, maximum maturity of 2 years Tier 2: Maximum duration of 3 years, maximum maturity of 5 years Tier 3: Limited only by Investment Policy Statement for interest rate risk.UVIMCO 1.2.Credit Risk - The University will invest Tier 1 and 2 Portfolios in securities with a short-termminimum ratings mentioned in Section VI. In the event of a split rating of no lower than A-1 by Standard and Poor‟s, Inc., and P-1 by Moody‟s Investors Service, Inc. Government obligations and municipal securities must be rated AAA. Corporate obligations must be rated no lower than AA by Standard and Poor‟s, Inc., and Aa by Moody‟s Investors Service, Inc, the lowest rating should be considered when determining the appropriate rating category. 2.3.Liquidity Risk - The University assesses its need for liquidity by (a) using its cash flow forecast to predict periods of greater liquidity needs for the Tier 1 Portfolio and (b) by providing for sufficient liquidity to support outstanding debt as prescribed by the rating agencies. Risk management for the Tier 3 Portfolio will be in accordance with UVIMCO‟s VIII. Investment Policy Statement. VIII. Investment Parameters & Diversification It is the policy of the University to diversify its investment portfolios to eliminate risk of loss resulting from the over-concentration of assets in a specific maturity, issuer, or class of securities. The portfolio should consist largely of securities with active secondary or resale markets. The University will diversify its short-termFund‟s investments within the following categories: B-10 Portfolio Diversification - The Investment Portfolio shall be diversified by security type and institution. Concentrations in individual securities, industries and economic sectors should not be so high as to subject the Fund to undue risk. Portfolio Diversification - The maximum percentage of the portfolioasset allocation and issuer limit permitted in each eligible security isshall be as follows: Permitted Investment Sector LimitTier 1 Portfolio Issuer LimitTier 2 Portfolio U.S. Treasury Obligations 100%/100% 100%/100% Federal Agency Obligations 100%/40% 50%100%/40% Collateralized Bank DepositsMunicipal Obligations 50%/25% 5%10%/10% Negotiable Certificates of Deposit and Bank Deposit NotesCommercial Paper 35%20%/5% 20%/5% Non-Negotiable Certificates of Deposit / Time DepositsBankers‟ Acceptances 35%10%/3% 5%20%/3% Bankers‟ AcceptancesCorporate Notes 20%35%/5% 35%/5% Corporate Debt ObligationsNegotiable Certificates of Deposit and Bank Deposit Notes 20%/5% 35%/5% Commercial PaperNonnegotiable Certificates of Deposit 10%35%/5% 35%/5% Municipal ObligationsVirginia Local Government Investment Pool (LGIP) 100%10%/5% 100%25%/5% Repurchase AgreementsCollateralized Bank Deposits 50%/25% 50%/25% B-11 Tier 3 Portfolio Permitted Investment Sector LimitTier 1 Portfolio Issuer LimitTier 2 Portfolio Money Market Mutual FundsRepurchase Agreements Limited by underlying asset limits above50%/25% 10%50%/25% Local Government Investment PoolMoney Market Mutual Funds Limited by underlying asset limits above50%/50% 25%50%/50% Assets Permitted by the Investment Policy Statement of UVIMCO Tier 3 Portfolio 100% 100% The Sector Limitsector and Issuer Limitissuer limits shall be applied to the total Investment each Portfolio value at the date of acquisition. For all pooled investments (e.g., mutual funds, etc.), with the exception of pools managed by UVIMCO, the University‟s holdingholdings must represent no more than 10 percent of the net assets of the pool. Subsequent Events - The limitations established by this Investment Policy will apply at the time a security is purchased and will be based on the then-current book value. Should a subsequent event cause a security or the investment portfolio to no longer meet the specifications of the Investment Policy, the Assistant Vice President for Treasury Management and Fiscal Planning will determine the appropriate course of action, and report such actions to the VP &CFO in the next regular monthly report. There is no requirement that a security be sold prior to maturity if it no longer meets the criteria set forth in this Investment Policy. Further, any security held by the University at the time this Investment Policy was adopted may be held to its maturity. 1. IX. Security Downgrades - In the event that any security held in the Investment Portfolio is downgraded below the rating required by this investment policy, the security shall be sold within 60 days of such downgrade. Selection of Broker / /Dealers, Investment Managers and Depository Banks 2.1.Selection of Broker/Dealers - All broker/dealers, and their affiliates, who desire to provide investment services to the University shall be provided with current copies of this investment policy. Before an organization, or its affiliates, can provide investment services to the University, it must confirm in writing that it has received and reviewed this investment policy and is able to comply with it. B-12 Broker/dealers, and their affiliates, shall supply the University with information sufficient to adequately evaluate their financial capacity and creditworthiness. The following information shall be provided: audited financial statements; regulatory reports on financial condition; proof of Financial Institution Regulatory Authority (“FINRA”); certification and of state registration; a sworn statement by an authorized representative of the broker/dealer pledging to adhere to “Capital Adequacy Standards” established by the Federal Reserve Bank and acknowledging the broker/dealer understands that the University has relied upon this pledge; and any additional information requested by the University in evaluating the creditworthiness of the institution. Only firms meeting the following requirements shall be eligible to serve as broker/dealers for the University: “Primary” dealers and regional dealers that qualify under Securities and Exchange Commission Rule 15C3-1 (uniform net capital rule); Capital of at least $1050,000,000; Registered as a dealer under the Securities Exchange Act of 1934; Member of FINRA; Registered to sell securities in the Commonwealth of Virginia; and Engaged in the business of effecting transactions in U.S. government and agency obligations for at least five consecutive years. 3.2.Engagement of Investment Managers - The Vice President and Chief Financial Officer of the University of Virginia may engage one or more qualified firms to provide investment management services for the University. All investment management firms who desire to provide investment management services to the University shall be provided with current copies of this investment policy. Before an organization can provide investment management services to the University, it must confirm in writing that it has received and reviewed this investment policy and is able to comply with it. Only firms meeting the following requirements will be eligible to serve as investment manager for the University: a) Registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940 or exempt from registration; b) Must have provided to the University an annual updated copy of Form ADV, Part II, if applicable; B-13 c) Must be registered to conduct business in the Commonwealth of Virginia; and d) Must have proven experience in providing investment management services under the Investment of Public Funds Act. Any firm engaged by the University to provide investment services shall: 3. X. a) selectSelect security brokers/dealers who meet the requirements defined under this policy; b) provideProvide monthly reports of transactions and holdings to the University; c) provideProvide performance reports at least quarterly; d) reportReport on performance in comparison to the University‟s investment benchmarks and provide evidence that the manager has solicited at least three bids for any security purchased or sold on behalf of the University; and e) notNot collect any soft dollar commissions or credits, from mutual funds or others, in exchange for services directly provided to a customer. Selection of Depository Banks – the University may deposit funds with any national banking association, federal savings and loan association or federal savings bank located in Virginia and any bank, trust company or savings and loan association organized under Virginia law that is a Qualified Public Depository as defined by the Virginia Security for Public Deposits Act (Section 2.2-4401 et seq.) of the Code of Virginia. While it is not expected that bank deposits will be significant, any bank deposits above $10 million will be managed with (1) an appropriate diversification of holdings among banks and (2) a consideration of the credit rating of each bank. Prohibited Investments and Investment Practices The University is expressly prohibited from the following investments and investment practices in the Tier 1 and Tier 2 Portfolios, except to the extent that the Tier 2 portfolio is invested in a UVIMCO co-mingled pool, in which case the prohibited investments and practices would be consistent with the UVIMCO investment policy. 1. Borrowing funds for the sole purpose of reinvesting the proceeds of such borrowing; B-14 XI. 2. Short sales (selling a specific security before it has been legally purchased); 3. Pair-offs (buying a security and selling it before the settlement date); 4. Speculative trading (repetitive buying and selling of the same or similar securities for the purpose of capital gains); 5. Investment in complex derivatives such as range notes, dual index notes, inverse floating rate notes and deleveraged notes, or notes linked to lagging indices or to long-term indices 6. Investment in collateralized mortgage obligations; and 7. Investing in any security not specifically permitted by this Policy. Portfolio Benchmarks The Working Capital Fund will be designed to obtain at least a market level rate of return, given budgetary and economic cycles, commensurate with the University‟s investment risk and cash flow needs. The portfolio management approach will be active, allowing periodic restructuring of the investment portfolio to take advantage of current and anticipated interest rate movements. The returns on the University of Virginia‟s investments will be compared on a quarterly basis to benchmark with similar risk/return characteristics. The applicable benchmarks for each of the University‟s three Portfolio Tiers are listed below: Fund Tier 1 Tier 2 Tier 3 Benchmark Merrill Lynch 6-Month U.S. Treasury Bill Index Merrill Lynch 1-5 Year U.S. Treasury Index As prescribed in the UVIMCO Investment Policy Statement Portfolio Benchmarks The University structures a portfolio benchmark that is consistent with the security types and duration, or weighted average maturity, guidelines established under this policy. The University will use the Merrill Lynch 6-month T-Bill Index as its benchmark. A copy of this policy and related procedures manual will be placed on file in the Treasury OperationsManagement Department and an electronic version will be posted on the University‟s website. B-15 Appendix A – University of Virginia Investment Management Company Investment Policy Statement University of Virginia Investment Management Company Investment Policy Statement Contents I. Introduction A. Organizational Purpose B. Standard of Care C. Objectives D. Spending II. Governance A. Board Responsibilities B. Staff Responsibilities C. Tactical Asset Allocation D. Manager Selection and Monitoring E. Manager Diversification F. Leverage and Derivatives G. Reporting H. Annual Policy Review III. Policy Portfolio A. Capital Market Risk and Return Estimates B. Risk Tolerance C. Strategic Asset Allocation D. Risk Control Ranges Exhibit 1 Policy Portfolio B-16 I. Introduction A. Organizational Purpose The University of Virginia Investment Management Company (UVIMCO) provides investment management to the Rector and Visitors of the University of Virginia (University) and its related foundations (Foundations). Assets deposited in UVIMCO are held in the custody and control of UVIMCO on behalf of the University and Foundations within a longterm co-mingled investment pool (Pool). B. Standard of Care The Board of Directors (Board) and Officers (Staff) of UVIMCO manage Pool assets in accordance with this Investment Policy Statement. In making investment decisions and taking investment actions, they exercise their good faith business judgment and act consistent with required standards of conduct for managers of institutional assets. Given the uncertain and continuously evolving nature of investment markets, no static list of security types, asset classes, or definitions of investment management strategies can continuously express prudent practice. Therefore, the process by which investment decisions are developed, analyzed, adopted, and executed must satisfy relevant standards of care. C. Objectives UVIMCO‟s primary objective in managing the Pool is to maximize long-term real return commensurate with the risk tolerance of the University. To achieve this objective, UVIMCO actively manages the Pool in an attempt to achieve returns that consistently exceed the returns on a passively investable benchmark with similar asset allocation and risk (Policy Portfolio Benchmark). Recognizing that the University must attract outstanding students, faculty, and staff and provide to them appropriate resources, UVIMCO strives to manage Pool assets to provide long-term real returns that compare favorably with the returns of endowments of other outstanding schools (Peer Group). D. Spending UVIMCO does not set spending rates. UVIMCO communicates the Pool‟s risk and return estimates to the University and Foundations for their consideration in setting spending rates. B-17 II. Governance A. Board Responsibilities The Board is responsible for establishing this Investment Policy Statement. The Board has delegated to UVIMCO‟s Chief Executive Officer (CEO) responsibility for managing Pool assets in accordance with this Investment Policy Statement and in accordance with other policies that the Board has or may adopt. The Board monitors the development, analysis, adoption, and execution of investment decisions and actions by the Staff to ensure compliance with this Policy and applicable standards of care. The Board also evaluates the competence of the management of Pool assets considering the investment process and the resulting return of Pool assets relative to the Policy Portfolio Benchmark and Peer Group. The Board takes action to amend this Investment Policy Statement or replace Staff as necessary to ensure prudent management of Pool assets. B. Staff Responsibilities Staff manages Pool assets within the policies set by the Board and under the direction of the CEO. Staff‟s investment management responsibilities include tactical asset allocation and selection of external managers. While Staff may directly trade securities or derivatives to manage the Pool‟s asset allocation, active management of security selection typically is delegated to external managers. C. Tactical Asset Allocation Because an optimal asset allocation evolves through time in response to changing economic circumstances and volatile market prices, Staff may tactically manage the Pool‟s asset allocation within the risk control ranges of the Policy Portfolio. Implementation of any such tactical strategy recognizes the inherent uncertainty of short-term forecasts of asset class returns and the high relative risk of even small deviations from the market exposures of the Policy Portfolio and Peer Group. Therefore, Staff typically scales any tactical asset allocation positions to ensure only modest risk relative to the Policy Portfolio Benchmark and Peer Group. D. Manager Selection and Monitoring Staff monitors and evaluates the full spectrum of global investment strategies seeking opportunities to employ active external managers. Prior and subsequent to hiring external managers, staff investigates and analyzes managers‟ investment process, organization, and staff. Staff terminates managers or adjusts manager positions to achieve the objectives of the Investment Policy Statement. While the Board has delegated manager selection and retention decisions to the CEO, the Board monitors the CEO‟s decision making process and reviews documentation of due diligence in analyzing and monitoring managers. B-18 E. Manager Diversification For instruments or funds whose returns are produced only though exposure to capital markets, including index funds and similar derivative securities, allocations are limited by the asset allocation ranges expressed by the Policy Portfolio. For managers whose returns are produced primarily through skill, including hedge funds, no more than 7.5% of Pool assets are allocated to a single manager. For long-term closed-end fund investments, including private equity and real estate funds, the 7.5% limitation applies to the net amount committed to active funds (calculated as the total cost basis of current investments plus total unfunded commitments, if any). For purposes of this limitation, separate funds managed by an investment company or business group are aggregated if the returns of those funds are produced by a common investment process. F. Leverage and Derivatives UVIMCO employs leverage and derivative securities, both directly and within funds, only to the extent that the aggregate risk of the Pool is not increased beyond that which would be allowed by the Policy Portfolio without using leverage or derivatives. UVIMCO defines leverage as a strategy that increases expected return by raising exposure to and risk of a given investment. The most direct form of leverage is borrowing but many other strategies, structures, funds, and derivative securities produce similar results and therefore imply leverage. UVIMCO monitors and controls the effect of both direct and implied leverage on the Pool‟s volatility and liquidity. G. Reporting UVIMCO provides monthly reports to the University and Foundations displaying the Pool‟s asset allocation relative to the Policy Portfolio and displaying the returns of the Pool and its component asset classes. UVIMCO provides quarterly narrative reports that explain and analyze the Pool‟s investment position, strategy, and performance relative to the Policy Portfolio Benchmark. Annually, UVIMCO provides performance results relative to the Peer Group. H. Annual Policy Review The Board reviews this policy annually. In preparation for that review, Staff provides an analysis of any changes in the risk tolerance and spending plans of the University that have been reported to it and on economic and investment conditions. Staff recommends changes to this Investment Policy Statement accordingly. Typically, annual changes to this Investment Policy Statement are small and gradual. The revised Investment Policy Statement is provided to the University and Foundations on a timely basis. B-19 III. Policy Portfolio A. Capital Market Risk and Return Estimates The Board reviews and approves Staff‟s estimates of capital market risks and returns. Staff divides the global capital market into asset classes and examines their historical returns, volatilities, and correlation. If future conditions such as economic risk, inflation, and market integration are likely to differ materially from the conditions during the historical periods examined, then Staff adjusts historical risk and return estimates accordingly. Perceived temporary deviations of current market prices from equilibrium values do not influence UVIMCO‟s capital market risk and return estimates. Therefore, UVIMCO‟s capital market risk and return estimates are changed infrequently and gradually. B. Risk Tolerance The Board determines the Pool‟s risk tolerance in consideration of the University‟s tolerance for volatility in spending. Foundations must determine whether the Pool‟s risk and return characteristics are appropriate given their investment objectives and spending plans. In theory, tolerance for spending volatility determines a risk aversion parameter, which in combination with capital market risk and return estimates provides a specific optimal asset allocation that maximizes utility. In practice, risk tolerance is difficult to quantify and the theoretically optimal asset allocation may vary widely within a reasonable range of capital market risk and return estimates. Therefore, the Board‟s determination of the Pool‟s risk tolerance is necessarily a judgmental process. C. Strategic Asset Allocation Based upon the University‟s risk tolerance together with capital market risk and return estimates, the Board sets a strategic asset allocation designed to achieve the objectives stated in this Investment Policy Statement. The strategic asset allocation is prudently diversified across asset classes. If passively executed, the strategic asset allocation would provide expected returns in line with its risks; it lies near the efficient frontier of portfolios that provide the highest expected return per unit of risk and the lowest risk per unit of expected return. Benchmark indices are selected to represent the risk and return profile of each asset class. Key considerations in selecting benchmark indices include broad market coverage, ability to passively invest, transparency of index construction, and objectivity of the index provider. The strategic asset allocation together with the selected benchmark indices form the Pool‟s Policy Portfolio Benchmark – the primary benchmark against which actual Pool performance is measured. B-20 D. Risk Control Ranges The Policy Portfolio specifies risk controls in the form of ranges for Pool asset allocations. The ranges help to ensure adequate diversification, define the permissible magnitude of tactical asset allocation, and constrain both absolute and relative risk. UVIMCO has adopted risk controls principally considering the Pool‟s tolerance for volatility, but also to ensure adequate liquidity. Risk control ranges express the acceptable variation from target asset allocations in normal market and economic circumstances. Exceptional circumstances may justify deviation from the ranges specified in the Policy Portfolio. Deviation from risk control ranges caused by an investment decision or action must result in Board notification via the monthly Board report. Deviation from risk control ranges caused by changes in market prices or manager actions is reported by the CEO to the Board monthly along with a recommended plan of action. In any such circumstance, UVIMCO formally communicates to the University and Foundations the reasons for operating the Pool‟s actual asset allocation outside of the ranges specified by the Policy Portfolio. B-21 B-22 Appendix B – Appendix B: Board of Visitors resolution, October 2007 UNIVERSITY OF VIRGINIA BOARD OF VISITORS AGENDA ITEM SUMMARY BOARD MEETING: October 4, 2007 COMMITTEE: Finance AGENDA ITEM: II.E. Cash Management Authority BACKGROUND: In 2007, the University obtained a legislative amendment that expands its ability to invest non-general fund reserves and balances and certain local funds of or held by the university. The amendment allows these funds to be invested in equity-based financial securities in addition to the instruments allowed under the State’s Investment of Public Funds Act (IPFA). The University has long had the authority to invest its gift and other private funds in equity-based financial securities while all other funds were invested by the University or the State Treasurer subject to the provisions of the IPFA. The 2007 legislation allows the University to invest its cash in higher-returning investments where appropriate. The 2006 Restructuring Management Agreement between the University and the State transferred to the University the responsibility for management of non-local cash, subject to meeting the performance metrics established under the Agreement. Thus, in addition to local and private cash, the University is managing “all other non-general fund reserves and balances”. DISCUSSION: The University has embarked on a comprehensive cash management program including the establishment of an internal bank. The implementation of a new computer system and the development of a cash forecasting model have allowed the University to manage cash flow on a University-wide basis. The result is that the University is now better able to optimize the investment of its cash. This action establishes clear authority for the University to invest its cash in the University of Virginia Investment Management Company (UVIMCO) long-term pool, as well as other vehicles, in a prudent manner subject to the law in order to obtain the best return for the University while ensuring liquidity requirements are met. It also allows for sharing of the incremental investment earnings between the central reserves and the entities within the University. The cash management policies and practices will be subject to the University’s normal audit, reporting and disclosure requirements. B-23 ACTION REQUIRED: Approval by the Finance Committee and by the Board of Visitors APPROVAL OF CASH MANAGEMENT AUTHORITY WHEREAS, the 2006 Restructuring Management Agreement grants the University the authority to invest all non-general fund cash if the performance metrics negotiated in the Agreement are met; and WHEREAS, the 2007 investment legislation (23-76.1) allows the investment of local funds and all non-general fund reserves and balances in a variety of financial securities in addition to the instruments allowed by the Investment of Public Funds Act; and WHEREAS the University seeks to manage and invest cash in a prudent manner subject to the law, in order to obtain the best returns concomitant with acceptable risks that ensure liquidity requirements are met; RESOLVED that the Vice President and Chief Financial Officer is authorized to invest the cash of and held by the University in the University of Virginia Investment Management Company (UVIMCO) long-term pool or in other investment vehicles as permitted by law, the cash to include but not be limited to working capital, operating reserves, employee health plan reserves, other academic division operating and capital reserves, and medical center working capital, operating and capital reserves including depreciation reserves; RESOLVED FURTHER that the Vice President and Chief Financial Officer is granted the authority to distribute returns to major entities and to central reserves as appropriate. 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