Georgia Tech Foundation, Inc.

Georgia Tech Foundation, Inc. Minutes of the Meeting of the Board of Trustees

June 7, 2014

The Board of Trustees of Georgia Tech Foundation, Inc. met at 8:30 a.m. on Saturday, June 7, 2014, in Ballroom II of The Cloister at Sea Island, Georgia.

Elected trustees present were: Rodney C. Adkins, Pamela W. Arlotto, Jerome A. Atkinson, John C. Bacon, Laurie D. Bagley, Richard L. Bergmark, James R. Borders, James W. Bowyer, Steve W. Chaddick, Karl F. Dasher, David W. Dorman, Joseph W. Evans, Jack J. Faussemagne, David D. Flanagan, D. Fort Flowers Jr., J. Louis Fouts, Lawrence P. Huang, John R. Huff, Michelle E. Jarrard, Christopher W. Klaus, Andrea L. Laliberte, Robert A. Milton, Deborah A. Nash, Thomas E. Noonan, Gregory J. Owens, J. Paul Raines, N. Allen Robertson, Frances G. Rogers, C. Meade Sutterfield, Karen C. Thurman, John R. Wells, Janice N. Wittschiebe and Stephen P. Zelnak Jr.

Ex-officio voting trustees present were: Walter G. Ehmer, Roger A. Krone, G. P. Peterson and Robert N. Stargel Jr.

Board Officers present were: Gary T. Jones, James R. Lientz Jr., Charles D. Moseley and David A. Perdue.

Corporate Officers present were: Mark W. Long and Al Trujillo. Ex-officio non-voting trustees present were: Rafael L. Bras, Barrett H. Carson, Stephen

E. Cross and Steven G. Swant. Trustees Emeriti present were: Ronald W. Allen, Richard A. Beard III, Charles W.

Brady, Kenneth G. Byers Jr., J. Randall Carroll, Don L. Chapman, William R. Collins Jr., Joel H. Cowan, Jere A. Drummond, L. Thomas Gay, Marion B. Glover Jr., Jere W. Goldsmith IV, J. William Goodhew III, Thomas L. Gossage, George C. Guynn, Thomas H. Hall III, Hubert L. Harris Jr., G. William Knight, Aaron J. Land Jr., F.B. Mewborn II, Wade T. Mitchell, Thomas H. Muller Jr., Lawton M. Nease III, Parker H. Petit, D. Raymond Riddle, Joe W. Rogers Jr., Earl L. Shell Jr., Richard J. Taylor and Howard T. Tellepsen Jr.

Others present were: Robert A. Anclien, Jean M. Ballenger, Thomas J. Barranco, Cailen A. Belanger, Michael A. Bobinski, Herbert J. Brunswick Jr., Lynn M. Durham, Ben J. Dyer, Elizabeth M. Gallant, Marta H. Garcia, James S. Hall, Joseph P. Irwin, Michelle L. Jones, Jonathan D. Karcsh, K. Patrick Liu, Benton J. Mathis Jr., H. Ronald Nash Jr., Michael A. Neal, Dene H. Sheheane, Philip D. Spessard, James B. Taylor, William J. Thompson, William J. Todd, Peter J. Ticconi Jr., Patricia H. Wichmann and Dorcas G. Wilkinson.

Welcome: Mr. Lientz welcomed trustees to the 545th meeting of the Board of Trustees and thanked them for their participation in the committee meetings.

Committee on Trustees Report: Mr. Moseley welcomed the new trustees. The Corporate Officers for fiscal year 2015 are Al Trujillo, President, and Mark W. Long, Secretary. The members of the Audit Committee are Jerome A.' Atkinson, Joseph W. Evans, Deborah A. Nash, N. Allen Robertson and Karen C. Thurman. Mr. Moseley stated that the trustees whose first term expires June 30, 2014, are John C. Bacon, James W. Bowyer, Jack J. Faussemagne,

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Ronald L. Johnson, Christopher W. Klaus, Gregory 1. Owens, N. Allen Robertson, Charles A. Smithgall III and Karen C. Thurman. The trustees whose second term expires June 30, 2014, are Pamela W. Arlotto, Steve W. Chaddick and Stephen P. Zelnak Jr. The trustees elected to serve a second four-year term are John C. Bacon, Ronald L. Johnson, Christopher W. Klaus, Gregory J. Owens, N. Allen Robertson and Karen C. Thurman. The new elected trustees are Robert A. Anclien, Kathleen Day, Walter G. Ehmer, Roger A. Krone, H. Ronald Nash Jr., Michael A. Neal, Patrick H. Nettles and Sheryl S. Prucka. The new trustees emeriti are James W. Bowyer, Ben 1. Dyer, Dwight H. Evans, Jack 1. Faussemagne, Lewis H. Jordan III, Charlie A. Smithgall III, William 1. Todd and Stephen P. Zelnak Jr. Mr. Moseley thanked the trustees for their service.

Mr. Lientz introduced Mr. Bobinski.

Georgia Tech Athletic Association Update: Mr. Bobinski thanked the trustees for their support of Georgia Tech Athletics. Mr. Bobinski announced that Georgia Tech's student athletes achieved an average GPA of3.0 during the spring semester. Georgia Tech had four teams in the top 10% in the U.S. for their Academic Progress Rate (APR). The four teams were Men's Swimming, Women's Tennis, Football and Golf. A perfect APR is 1,000. The Georgia Tech Golf team achieved an APR of 1,000 for nine consecutive years. The Women's Tennis team made the NCAA regionals. Ms. Curry and Ms. Woodard qualified for the National Championships and are All-Americans. Mr. Bobinski reported that the golf team won the ACC Championship. They advanced to the NCAA Regional and won by 17 shots. Mr. Ollie Schniederjans was named First-Team All-American. Mr. Schniederjans will be the best returning collegiate golfer in the United States. The baseball team won the ACC Championship. Coach Johnson and his staff have focused on returning to the fundamentals in football and are addressing issues with the offensive line. The planning and fundraising for the Noonan Golf Practice Facility is nearing completion. The Russ Chandler Stadium needs renovations to the weight rooms, locker rooms and equipment rooms. Mr. Bobinski stated there is a $2.5 million anonymous challenge grant to support fundraising on the stadium. The Athletic Association has begun a study on the usage and needs of the Edge Building. Fundraising for the renovation will begin soon and there is a $3 million anonymous challenge grant. Mr. Bobinski discussed a variety of topics relating to the future of Athletics. Mr. Bobinski thanked the trustees for their support.

Georgia Tech Campus Update: Dr. Peterson stated that Georgia Tech has grown into one of the most globalized technological universities in the world. Georgia Tech now has global centers in China, Singapore, Ireland, Costa Rica and Panama. The George W. Woodruff School of Mechanical Engineering recently established a joint Master of Science degree program with the University of Stuttgart. Georgia Tech has research and education collaborations in over 80 countries. He reported that Georgia Tech established an international development operation and development officers in Asia and Europe have been hired. Dr. Peterson attended the Workforce 2020 Forum in Shanghai and Taipei. Dr. Peterson reported that Georgia Tech has established a joint Electrical and Computer Engineering Program in Shenzhen, China. The NATO Supreme Headquarters Allied Powers Europe provided an experience for 25 Georgia Tech students. The students met General Philip Breedlove, who is the Supreme Allied Commander of Europe. He is also a Georgia Tech graduate. He stated that 240 Georgia Tech-Lorraine students attended the 70th anniversary commemoration of D-Day in Normandy, France. Georgia Tech-Lorraine recently celebrated the opening of the Lafayette Institute. Three Cabinet Secretaries recently

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visited the Georgia Tech campus: Ms. Penny Pritzker, Secretary of Commerce, Mr. Jeh Johnson, Secretary of Homeland Security, and Mr. Ernest Moniz, Secretary of Energy. Dr. Peterson stated that Georgia Tech recently celebrated the ten year anniversary of Technology Square, a Decade ofInnovation. Georgia Tech's Ee has 26 innovation centers in Georgia and works with more than 2,500 organizations. Dr. Peterson highlighted some of the key research being conducted on campus. The freshman class is the best qualified and most diverse class in Georgia Tech's history. Georgia Tech moved to the Common Application this past year. He reported that applications increased 46% over the prior year for the freshman class and 26,000 applications were received for 2,600 spots. In the past six years, the number of applications has increased 21;2 times. Georgia Tech is moving towards providing more living-learning communities for students. This allows students with common interests to live and study together in the residence halls. Today, there are over 600,000 students enrolled in twelve online courses. A year ago, Georgia Tech announced the first online Master's Program in Computer Science using a MOOC-type format. The cost of the program is $7,000, as compared with in-state cost of $25,000 and out-of-state cost of $45,000. This course has had an effect on how on-campus classes are taught. Students watch lectures before they come to class, and in class, they have discussion and collaboration. This is known as a "flipped" classroom. Dr. Peterson reported that Georgia Tech and Emory are collaborating on a Library Services Facility to jointly house books for both campuses. Georgia Tech students will have access to a broader range of literature. The library will be repurposed as an environment similar to the Clough Undergraduate Learning Commons. The construction of the Engineered Biosystems Building is progressing and is scheduled to open in June 2015. A naming opportunity is available for the building. The High Performance Computing facility is moving forward. The Convergent Challenge Competition is sponsored by GE, Cisco, Code42, and GM. Dr. Peterson presented a video of Mr. Nekabari Goka. Dr. Peterson thanked Mr. and Mrs. Lientz and presented them with a citation for their philanthropy at Georgia Tech. The trustees applauded Mr. and Mrs. Lientz.

Georgia Tech Alumni Association Update: Mr. Chaddick stated that the role of the Alumni Association is to connect alumni to Georgia Tech and to encourage philanthropy. The 2014 Strategic Focus is on Roll Call, alumni and the students and campus. The Alumni Association teaches philanthropy and preserves Georgia Tech traditions to increase alumni participation and protect and increase unrestricted contributions. He reported that the Gold and White Gala was held and was a big success, raising $409,000. The annual President's Dinner is next week. The goal for the 6ih Roll Call is 32,710 donors and $8.8 million. Currently, the Roll Call has 30,525 donors and $7.207 million has been raised. Mr. Chaddick reported that fundraising through the Roll Call is up this year as compared to last year. The Student Alumni Association has 4,192 member-donors. The Georgia Tech Student Foundation has 5,605 student donors and a $1.12 million endowment. There are 72 Georgia Tech Alumni student ambassadors. Half of all Georgia Tech alumni graduated under Dr. Clough or Dr. Peterson. Most Georgia Tech alumni are under 40. The GTAA Linkedin Group has over 30,000 members. 72% of all Career Fair attendees are young alumni. The Alumni Association has invested in its social media with a product called Encompass. The new and improved Alumni Association website will launch in August. Mr. Stargel will replace Mr. Chaddick as Chair of the Alumni Association. The trustees applauded Mr. Stargel.

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Georgia Tech Advisory Board (GTAB) Update: Mr. Krone stated that GTAB met in April. The meeting focused on the Southern Association of Colleges and Universities (SACS) Accreditation Process. He stated that GT AB reviewed the Quality Enhancement Plan (QEP). The QEP is developed by faculty. The faculty voted on two different concepts and GTAB assisted in choosing the topic. Professors Beril Toktay, professor in the Scheller College of Business, and Ellen Zegura, professor in the School of Computer Science, co-authored the final QEP. The 2005 QEP was a focus on international experience and undergraduate research. Mr. Krone stated that the 2015 QEP is directly related to the Strategic Plan and focuses on sustainability, experiential learning and community engagement. GT AB will focus on the implementation of the QEP into the Strategic Plan next year. Mr. Krone announced that the incoming GTAB Chair is Mr. Bill George. The October 2014 GTAB meeting will focus on biotechnology and bioengineering.

Meeting Adjourned/Reconvened: Mr. Lientz asked for a motion to adjourn the regular meeting of the Board for the purpose of meeting in executive session. On motion, the Board approved the ad jmrrnment of the regu lar meeting at approximately 10:00 ,a. m. The regular meeting of the Board reconvened at approximately 10:25 a.m.

Approval of Minutes: Mr. Lientz stated that copies of the minutes of the quarterly meeting of the Board held March 6-7, 2014, had been distributed to the trustees. Mr. Lientz asked if there were any comments or changes. On motion, the minutes of the meetings held on March 6-7, 2014, were unanimously approved as distributed.

Treasurer's Report: Mr. Perdue reported on the Statement of Financial Position as of April 30, 2014. He stated that the Foundation assets totaled $1.826 billion, which is an increase of 5%, or $88.1 million, over the prior year. Net assets totaled $1.303 billion and liabilities totaled $523 million. The net assets increased 8% over the prior year. The liabilities have decreased due to the repayment of debt. He reported that the Unrestricted Fund Balance has increased to $161 million as of April 30, 2014. Mr. Perdue reviewed the major asset categories as of April 30, 2014. The investment assets totaled $1.518 billion. He stated that leases receivable totaled $172 million, contributions receivable totaled $44 million, and capital assets totaled $36 million. Mr. Perdue reported the total liabilities were $523 million as of April 30, 2014. Bonds payable totaled $259 million. The EBB loan has been paid down over the past year; however, a $30 million balance still remains. Funds invested for the Athletic Association are valued at $105 million. Mr. Perdue reported that the $44 million revocable gift will be recognized as gift income, due to an agreement by the Institute of Paper Chemistry Foundation (IPCF) to eliminate the possibility of reversion of the endowment assets to the IPCF. As a result, the liability will be eliminated. Mr. Perdue thanked Dr. Cross and Dr. Peterson for their hard work in this matter. The trustees applauded Dr. Cross and Dr. Peterson. Mr. Perdue reviewed the Statement of Activities for the ten month period ending on April 30, 2014. The three-year revenue comparison for the ten month periods reflects the improvement of the investment markets. A three-year expenses comparison shows that during fiscal year 2013, the increase was due to the EBB grant, but overall, expenses have tended to be consistent from year-to-year. Mr. Perdue reviewed the expenditures that support programs. He stated that for the first ten months of the fiscal year, the Foundation expended $21.2 million in student support and $16.5 million in faculty support. An additional $15.9 million was expended for campus facilities and $15.7

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million supported program emichment. The Foundation will expend more than $100 million in support of Georgia Tech this year. Mr. Perdue reported that more than 3,500 students will benefit from scholarships and fellowships provided by the Foundation this year. In addition, the Foundation has 119 faculty chairs and 74 professorship endowments to support the faculty. The general and administrative expenses total $8.5 million and fundraising expenses total $3.3 million for the ten-month period. The financial statements are attached hereto as Exhibit A.

Finance Committee Report: Ms. Thurman reported that the Committee reviewed the proposals for the Institute Support, Foundation Operations and Alumni Association fiscal year 2015 budgets. She stated that approximately one-third of the Foundation Operations budget is related to Management Information Systems, which supports the efforts of the Development Office, Alumni Association, Athletic Association and the Foundation. She reported most of the increase in the Institute Support budget is for student scholarship support. Ms. Thurman stated that 63% of the Alumni Association's budget is comprised of personnel expenses. The Committee received an update on the status of the EBB Building loan. The Institute is currently paying approximately $2 million per year on the line of credit. The line of credit will come due in October 2014 and discussions will begin soon for an extension. She reported that Mr. Long reviewed a five-year projection of the GTFFC debt balance and capacity under the Debt Limit Policy. Over the next five years, the Foundation expects to have debt capacity under the policy. She reported that the Finance Committee approved changes in its Operating Procedures and the changes have been submitted to the Governance Committee for its review. The budgets have been approved by the Finance and Executive Committees.

Ms. Thurman reported that the Finance Committee and the Executive Committee approved the annual umestricted budget proposals submitted by the Institute, the Alumni Association and Foundation Operations. She reviewed the sources of funding for the budgets, as well as the budget proposals, which totaled $34,810,142. Ms. Thurman also reviewed a proposed budget for the Fifth Street Hotel, LLC, which included a withdrawal of $1,180,000 as a source of funding for the annual budgets. She reported that the Finance Committee recommended approval of the budgets. On motion, the Board approved the fiscal year 2015 budget for the Fifth Street HoteL LLC for $114,425 and the fiscal year 2015 budgets for the Institute, the Alumni Association and Foundation Operations in the amount of $34,810,142. The approved motions are attached hereto as Exhibit B.

Ms. Thurman stated that a motion has been proposed to add the funds received from the release of the hotel guaranty, less the legal expenses related to the negotiation and review on the agreements, to the GTF Operations Reserve. Ms. Thurman stated that the balance in the reserve will be approximately 20% of the annual Foundation Operations budget as a result of this addition, which is a prudent level to maintain in the reserve. On motion, the Board approved the addition of the $500,000. less legal expenses related to the negotiation and review of the agreements, to the Georgia Tech Foundation Operations Reserve Fund. The approved motion is attached hereto as Exhibit C.

Audit Committee Report: Mr. Atkinson reported that the Audit Committee will meet with KPMG in July to discuss the fiscal year 2014 audit plan. The audit of the financial statements will continue in August and the audit is expected to be completed in mid-September. Mr. Atkinson reported that the Management Information Systems (MIS) Risk Audit has been mostly completed and the staff shared the initial results with the Committee. The final report is

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expected to be received by the end of the month. He stated that the audit focused on external and internal penetration testing and a security controls assessment. Mr. Atkinson summarized the preliminary findings.

Development Committee Report: Ms. Laliberte reported that the Development Committee received an update from Mr. Swant and Ms. Bramblett regarding the financial forecasting model. The model provides data to inform the Institute and the Foundation on the financial needs of Georgia Tech in the future and will be presented to the Committee in September. The Development Committee also received an update on the status of Roll Call and the contributions at the Leadership level are ahead of the goal so far this year. Ms. Laliberte reported that the Development Committee received an update from the Campaign Steering Committee. The Development Committee also reviewed the Gold Standard for trustee giving, which was revised at the last Board meeting. Ms. Laliberte reviewed the participation rates of the trustees and emeritus trustees. One area of focus is on current trustees in the planned giving area. As of May 31, 2014, Campaign Georgia Tech has raised $1.37 billion. The Campaign continues to track well to the goal of $1.5 billion. The George W. Woodruff School of Mechanical Engineering has exceeded its goal of $45 million. The Georgia Tech Promise Challenge has been increased by $2.5 million over the original $5 million. An additional $1.2 million in gifts and commitments have been received in response to the additional $2.5 million in Challenge funds. Ms. Laliberte reported that a total of $55 million has been raised to support the Georgia Tech Promise Program. She reported the Campaign is focusing on raising new gifts to establish endowed chairs and professorships. A key naming opportunity is available for the Engineered Biosystems Building (EBB). Ms. Laliberte reported that the IPC Foundation has made a gift to the Georgia Tech Foundation, by removing its ability to revoke its endowment gift. This has resulted in more than $43 million for Campaign Georgia Tech. These funds constitute one of the top five gifts in Georgia Tech history and it is the third largest gift in Campaign Georgia Tech. On behalf of the Campaign Steering Committee and the Development Committee, Ms. Laliberte thanked Dr. Peterson, Mr. Trujillo and Mr. Swant. The trustees applauded the participants. As of June 3, 2014, Campaign Georgia Tech currently totals $1.43 billon.

Governance Committee Report: Mr. Jones stated that the Governance Committee will review the policies and procedures of each committee to ensure that they follow best practices.

Investments Committee Report: Ms. Rogers reported that the Investments Committee has several new members this year who have valuable experience and are contributing their ideas and experience in the Committee meetings. Ms. Rogers reported that the value of the investment pool was $1.499 billion as of April 30, 2014. She reviewed the growth of the investment pool during the past calendar year, including the cash inflows and outflows. The investment return for the one-year period through March 31 5t was + 10.5% on a time-lagged basis. The total fund annualized returns for the three-year, five-year and ten-year periods were +6.7%, +11.1 % and +6.7%, respectively. The fund's relative performance as compared with the Higher Education Price Index (HEPI) plus 5%, was +0.1 %, +0.2%, +1.0% and +2.2% for the one-year, three-year, five-year and ten-year periods, respectively. Ms. Rogers reported the Investments Committee approved a transition strategy for moving towards the new strategic asset allocation targets. The Investments Committee approved a new private equity commitment and a new private real estate

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commitment. The Investments Committee also approved reVISIOns to the Foundation's Investment Objectives and Policies document.

Real Estate Committee Report: Mr. Borders reported that the rezoning application for the property located at 771 Spring Street has been approved by the City. Mr. Borders thanked Mr. Barranco and Mr. Majeroni for their efforts. He reported that the Foundation has a contract to sell the remaining parcel on 14th Street. The buyer has submitted a rezoning application and it will be considered in the coming weeks by the Zoning Board and the City Council. In the contract, the Foundation reserved the right to co-invest $2 to $5 million of the profits in the development. Mr. Borders stated that this will be a decision to be made by the Investments Committee. Mr. Borders reported that the Georgia Tech Hotel and Conference Center is doing well and the Foundation may receive a small incentive payment this year. He reported that the Police Precinct property is currently leased to the City of Atlanta for use by the city's police department.

Mr. Borders stated that the Academy of Medicine is owned by Georgia Tech, but the Foundation retained the excess development rights for the property. The Foundation owns the parking lot adjacent to the Academy of Medicine. He reported that the Foundation has been approached by a developer who needs up to 180,000 square feet of residential development rights to be used for his project. The Foundation owns 133,000 square feet of development rights associated with the Academy of Medicine that can be transferred because the Academy of Medicine is a historic property. The Foundation also owns approximately 29,000 additional square feet of development rights associated with the historic part of the 771 Spring Street property. Those rights can be transferred as well. Mr. Borders stated that the developer wants to purchase the rights for $12.00 per square foot, which would total approximately $2 million. This would involve the residential development rights, not the commercial development rights. The Executive and Real Estate Committees have both approved the motion to sell the development rights. On motion, the Board approved the sale of up to 180.000 square feet of transferable residential development rights, for an amount no les than $12.00 per sq uare foot and authorized the officers of the Foundation to negotiate the sale and execute the necessary documents to complete the sale.

Mr. Borders reported that Mr. Swant made a presentation to the Committee on the proposed uses for the High Performance Computing Facility and the related development.

Stewardship Committee Report: Mr. Bacon reported that the Office of Development is ahead of last year's pace in its impact reporting. He stated that 75% of the impact reporting has been completed with a goal of 100%. The Stewardship Committee, with the assistance from the Provost's office, continues to analyze the accounts with unspent funds and gain an understanding of the reasons for the inactivity and large balances. He stated that approximately half of the inactive restricted expendable accounts are related to facility projects that will be constructed in future years. Mr. Bacon reported that the number of endowment funds that are underwater continues to decline. In June 2012, the underwater amount totaled $3.3 million, which represented a total of 223 endowments. In March 2014, the underwater amount declined to $647,000 and the number of underwater endowments declined to 59.

He reported that the Committee discussed the Operating Procedures and will likely recommend changes by the December meeting of the Board.

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Chair's Comments: Mr. Lientz stated that it has now been a year since Mr. Trujillo was appointed as President of the Georgia Tech Foundation. He thanked Mr. Trujillo for his leadership. The trustees applauded Mr. Trujillo.

President's Report: Mr. Trujillo thanked Ms. Laliberte for her assistance in obtaining the gifts for the trustees and for her delivery of the Development Committee report. Mr. Trujillo

. thanked Ms. Wichmann, Ms. Belanger and Ms. Ballenger for their hard work on the annual meeting. Mr. Trujillo stated that there were three dimensions to his role as President: Directing the business affairs of the Foundation; working as a member of Dr. Peterson's team; and working with and for Georgia Tech students. Mr. Trujillo stated that his transition into his role has been made easy because he has a great team at the Foundation. He reported that Ms. Sandra Arthur has been at Georgia Tech for 47 years and will be retiring at the end of June. She has been a wonderfully dedicated member of the staff. As a member of the MIS department, she loads each batch of new alumni going into the Advance System. She has loaded 121,000 of the 141,000 current alumni into the database. He stated that Ms. Arthur will be staying on as a part-time consulting employee working remotely. Mr. Trujillo thanked the staff and the trustees for their support of Georgia Tech.

Executive Committee Report: Mr. Lientz stated that this meeting marks the halfway point of his tenure as Chair. He stated that this year has been a good year, but an interesting one because of Mr. Trujillo's transition. He stated that new leaders create new opportunities for advancement and new ways of looking at things. Mr. Carter did a great job for 14 years as President. Mr. Trujillo has new issues to emphasize and new ways to approach those issues. The information systems risk audit was a new and important undertaking. The Foundation budget has been reviewed in great detail. Mr. Trujillo has evaluated the Foundation staff as well. The investment performance has been solid. The Foundation's relationship with Dr. Peterson, Georgia Tech and the Athletic Association is excellent.

Mr. Lientz stated that the Executive Committee approved a policy for the acquisition of art for Georgia Tech. Mr. Lientz invited Dr. Bras to discuss the policy.

Dr. Bras stated that there is a significant need for a policy for the acquisition of art. And the new policy will provide a framework to acquire art for the campus. Georgia Tech began an Arts Initiative approximately eighteen months ago to bring another dimension of creativity to campus. Arts@Tech has been a great success. Georgia Tech has held two arts festivals and three art crawls. The focus is to encourage student creativity on campus. An Office of the Arts and a Council of the Arts have been created. Dr. Bras stated that 35 alumni and friends have volunteered as members of the External Advisory Board. An International Exhibition of Sculptures has been brought to the Georgia Tech campus. Fifteen sculptures were brought to campus and they have been displayed on campus for a year. The exhibition will soon be moving to Toronto. Arts@Tech is in the process of acquiring eight of the fifteen sculptures for permanent residence on campus. The Foundation receives the piece of artwork on the recommendation of the Office of the Arts, which is advised by the External Advisory Board's Committee on Acquisitions. This policy will cover purchases as well as donations. He commented on the Arts@Tech fundraising initiative. Mr. Lientz thanked Dr. Bras for his work on the Art Acquisition Policy.

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Mr. Lientz presented framed plaques to the trustees who are completing their terms and thanked Ms. Arlotto, Mr. Chaddick and Mr. Zelnak for their service to the Foundation and to the Institute. He stated that Mr. Smithgall, who was not present, will also receive a framed plaque. Mr. Lientz also presented a crystal award to Mr. Faussemagne, who completed his four-year term and has been appointed to serve as an emeritus trustee. He stated that Mr. Bowyer will also receive a crystal award. Mr. Lientz presented Mr. Ehmer and Mr. Krone with a certificate for serving as Alumni Association Past Chair and GTAB Chair. Mr. Ehmer and Mr. Krone will be joining the Foundation as new trustees. Mr. Lientz thanked the trustees for all their dedication and hard work.

The next meeting of the Board of Trustees will be September 11-12, 2014.

Meeting Adjourned: There being no further business, the meeting was adjourned.

Respectfully submitted,

Mark W. Long Secretary Approved: James R. Lientz Jr. Chair

Minutes of the Meeting of the Board of Trustees June 7, 2014

Exhibit A, Page 1 of 2

GEORGIA TECH FOUNDATION, INC. CONSOLIDATED STATEMENT OF FINANCIAL POSITION UNAUDITED APRIL 30, 2014, JUNE 30, 2013, AND APRIL 30,2013

(in thousands) April 30,

2014 ASSETS Cash and cash equivalents $2,673 Cap ital reserve funds 7,505 Contributions receivable, net 44,013 Investments 1,517,658 Other assets 10,434 Lease receivable 171,552 Contributions receivable from remainder trusts 12,657

Charitable remainder trusts 23,605 Capital Assets, net of accumulated depreciation 35,815

Total assets $1,825,911

LIABILITIES Accounts payable $3,843 Commitments payable 8,833 Lines of credit 23,708 Note payable (EBB) 29,935 Bonds Payable, net of discount and premium 250,377 Amounts due to life beneficiaries 14,081 Deferred revenue 31,321

Funds held on behalf of GT AA 104,802 Revocable gift (IPST) 43,556 Other liabilities 12,738

Total liabilities 523,194

NET ASSETS $1,302,717

Total liabilities and net assets $1,825,911

Unrestricted Fund Balance $161,300 Unrestricted Fund Reserve $76,600

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June 30, April 30, 2013 2013

$5,563 $7,260 8,205 8,081

60,877 62,237 1,396,991 1,401,664

9,549 10,634 179,683 180,006

9,341 8,640 22,476 23,554 36,802 35,735

$1,729,487 $1,737,811

$5,817 $3,335 9,272 9,333

26,213 26,164 31,975 32,086

260,725 261,060 12,7l3 15,148 34,162 34,400

100,521 100,297 41,078 40,834

9,944 14,007

532,420 536,664

$1 ,197,067 $1,201,147

$1,729,487 $1,737,811

$148,900 $152,500 $76,600 $73,300

Min utes of the Meeting of the Board of Trustees June 7,2014

GEORGIA TECH FOUNDATION, INC. CONSOLIDATED STATEMENT OF ACTIVITIES UNAUDITED FOR THE TEN MONTH PERIOD ENDED APRIL 30, 2014, AS COMPARED WITH THE YEAR ENDED JUNE 30, 2013 AND THE TEN MONTH PERIOD ENDED APRIL 30, 2013

(in thousands)

Unrestricted Fund

Revenue

Gift income $5,154 Lease revenue 12,791 Investment income (net of fees) 4,214 Net realized/unrealized gain (loss) on investments 26,461 Change in value of trusts and annuities 0 Change in fair value of derivative financial instruments 0 Other 1,229 Net assets released from restrictions 67719

Total revenues $117,569

Expenses

Program services $74,400 General and administrative 8,528 Fundraising 3,331

Total expenses 86,259

Changes in net assets $31,310

Net assets, beginning of period $56,819

Net assets, end of period $88,129

Exhibit A, Page 2 of 2

Temporarily Permanently Restricted Restricted

Fund Fund

$21,735 $19,076 0 0

13,106 72 87,134 803

0 108 0 0

25 0 (67,719) 0

$54,281 $20,058

0 0

$54,281 $20,058

$606,954 $533,294

$661,235 $553,352

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10 months 12 months 10 months Total through through

4/30/14 6/30/13 4/30/13

$45,965 $63,444 $53,532 12,791 13,742 12,563 17,392 23,998 19,053

114,398 92,783 98,631 108 2,059 31

0 0 0 1,255 2,331 1,982

0 0 0

$191,909 $198,357 $185792

$74,400 $116,474 $102,857 8,528 10,453 8,277 3,331 3,836 2,984

86,259 130,763 114,118

$105,650 $67,594 $71,674

$1,197,067 $1,129,473 $1,129,473

$1,302,717 $1,197,067 $1,201,147

Minutes of the Meeting of the Board of Trustees June 7, 2014

Exhibit B, Page 1 of 3

Georgia Tech Foundation, Inc. Motion to Approve Fiscal Year 2015 Budgets

WHEREAS, the Georgia Institute of Technology, the Georgia Tech Alumni Association, and the Georgia Tech Foundation have requested resources for the support of their respective programs during fiscal year 2015; and

WHEREAS, the Finance and Executive Committees recommend approval of budgets totaling $34,810,142 for fiscal year 2015; and

NOW THEREFORE, be it resolved that, the Board of Trustees approve the following budgets for the fiscal year 2015:

Institute $24,090,000

Alumni Association $ 4,544,000

Foundation Operations $ 6,176,142

Total $34,810,142

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Minutes of the Meeting of the Board of Trustees June 7,2014

Exhibit B, Page 2 of 3

Georgia Tech Foundation, Inc. Fifth Street Hotel, LLC Motion to Approve Fiscal Year 2015 Budget

WHEREAS, the Georgia Tech Foundation provides services for the management, accounting and administrative activities of Fifth Street Hotel, LLC, and

WHEREAS, the Executive Committee approved a policy in which expenses incurred by the Foundation related to the activities of the Fifth Street Hotel, LLC, shall be reimbursed to the Foundation, provided that a budget for such expenses is approved by the Board of Trustees prior to each fiscal year; and

NOW THEREFORE, be it resolved, that the Board of Trustees approve a budget 0[$114,425 for the expenses related to the Fifth Street Hotel, LLC for fiscal year 2015, a copy of which is attached hereto, and

FURTHER RESOLVED, that the Board of Trustees approve a withdrawal of $1,180,000 from the Fifth Street Hotel, LLC to support the fiscal year 2015 budgets.

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Minutes of the Meeting of the Board of Trustees June 7,2014

Georgia Tech Foundation, Inc. Fifth Street Hotel, LLC FY14 Budget and FY15 Proposed Budget

Exhibit B, Page 3 of 3

The GTF Operating Budget includes expenditures made on behalf of the operations of the Fifth Street Hotel, LLC and costs are reimbursed to the Foundation by Fifth Street Hotel, LLC. Policy approved by the Executive Committee on June 4, 2005.

Approved FY14

Budget Category Budget

Personnel Services $68,200 Insurance $23,500 Audit & tax return preparation costs $22,300 Legal expenses $0 Office expenses $1,000 Consultant/Legal $0

Total $115,000

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Proposed FY15

Budget

$69,935 $23,500 $14,990

$0 $1,000 $5,000

$114,425

Minutes of the Meeting of the Board of Trustees June 7, 2014

Exhibit C

Georgia Tech Foundation, Inc. Motion to approve an addition to the

Georgia Tech Foundation Operations Reserve Fund

WHEREAS, in fiscal year 2014, the Fifth Street Hotel, LLC received a one-time payment of $500,000 in exchange for the release ofa guaranty, and

WHEREAS, legal expenses related to the negotiation and review of the agreements have been incurred, and

WHEREAS, the Georgia Tech Foundation Operations Reserve Fund is used for one time capital or unusual expenditures, and

NOW THEREFORE, be it resolved, that the Board of Trustees approve the addition of the one-time payment of $500,000, less legal expenses incurred, to the Georgia Tech Foundation Operations Reserve Fund.

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