ENDOWMENT BOARD UNIVERSITY OF NORTH CAROLINA WILMINGTON Thursday, October 15, 2015 at 3:00 p.m. Fisher Student Center – Masonboro Island Room 2011 MINUTES The Endowment Board of the University of North Carolina Wilmington met at 3:00 p.m. on Thursday, October 15, 2015 in the Fisher Student Center – Masonboro Island Room 2011. Board Members present: Mr. Michael Shivar, Ms. Wilma Daniels, Mr. Steve Warwick, Mr. Phil Marion, Mr. Thorne James and Dr. Zito Sartarelli, Ex-Officio member. Mr. Carlton Fisher participated via conference call. Board of Trustees members present: Mr. Hank Miller, Ms. Agnes Beane, and Ms. Gidget Kidd UNCW Foundation members: Mr. Chad Paul and Ms. Donis Smith Representing the University: Dr. Rick Whitfield, Mr. Eddie Stuart, Ms. Roberta LaSure, Mr. Mark Lanier, Chief David Donaldson, Mr. Mark Morgan, Ms. Sara Thorndike, Ms. Sharon Boyd, Mr. John Scherer, Mr. Steve Miller, Mr. Bradley Ballou, Ms. Stefanie Powell, Ms. Cindy Hucks, Ms. Ann Freeman, Ms. Claire Stanley, Ms. Nancy Spirakis and Ms. Betty Sue Smith Chairman Shivar called the meeting to order. The new Endowment Board members, Mr. Thorne James, Mr. Phil Marion and Mr. Carlton Fisher, were introduced by Chairman Shivar. He also welcomed Mr. Chad Paul and Ms. Donis Smith, attending as representatives of the UNCW Foundation. Chairman Shivar read the required ethics statement from the State Ethics Act. No conflicts were identified. Chairman Shivar asked for a motion to approve the minutes of the November 20, 2014 and April 16, 2015 meetings. Mr. Marion made a motion to “approve the minutes as presented”. Mr. Warwick seconded the motion and the motion carried. Ms. LaSure reviewed the Statutory Authority of Endowment (NCGS §116-36) and UNC Policy for Endowments. North Carolina General Statutes (G.S.) 116-36 requires each constituent institution to establish an endowment fund. G.S. 116-36 highlights: Establishment of investment board known as “Board of Trustees of the Endowment Fund of ______ (name of institution) Authority to receive and administer gifts and property of any kind from any source, excepting State appropriations, tuition and fees Responsibility of trustees for prudent investment of endowment fund Authority to expend principal or interest consistent with any restrictions imposed by original donor The UNC Board of Governors established regulations to assist with creation and operation of Endowment Fund (EF) under N.C G.S. 116-36. Guidelines include: Board of Trustees of EF shall consist of no fewer than six and no more than nine members Three members designated as ex officio are the Chancellor, the chair of the board of trustees and an additional trustee Remaining three to six members may be trustees or members at large Any real property coming to endowment board may be placed into endowment fund without reference to N.C.G.S. Chapter 143 and 146: Not subject to Executive Budget Act, Capital Planning and Improvement Act, State Procurement Rules, Public Contracts, Personal Services Contracts, Open Public Meetings, State Property Act and Department of Administration rules and requirements Ms. LaSure reported the Endowment Market Value, as of June 30, 2015, was $88.1 million (includes the Watson Foundation endowment of $1.5 million). Ms. LaSure gave an update on each of the Endowment Investment Funds—University of NC Investment Fund (UNCIF), The Investment Fund for Foundations (TIFF) Multi-Asset Fund, Grantham, Mayo and Van Otterloo (GMO) Quality Strategy and the Grantham, Mayo and Van Otterloo (GMO) US Equity Allocation Fund. Included in the update was each Investment Managers’ Performance and Portfolio Asset Allocation as of June 30, 2015. She also reported on the real estate held by the Endowment that totals $4,991,964. The total Annualized Net Returns as of June 30, 2015 for the 1 year was 5.4%, the Spend Rate (CPI+4.5%) is 4.6% and the Spend Rate plus Administration Fee (CPI+5.75%) is 5.9%. Mr. Stuart was called on to give an Endowment Giving update. He reported the total of new gifts to the University during FY 2014-15 for Endowment Support was $1,490,453. The Endowment Spending Distributions was reviewed by Ms. LaSure. The distribution for FY 2016-17 will be $3,551,822. Dr. Whitfield gave an update on the Cell Tower Lease at South Crest Campus (CMS). Background: Unreliable cellular service to CREST South Campus at Center for Marine Science. Problem for faculty and occupants in MARBIONC Facility. Actions: Lease with American Towers for cell tower approved by Endowment Board and effective on September 24, 2015 Cell tower to expand long-standing bandwidth needs, enhance required emergency notification capabilities and address a functional vulnerability in attracting occupants to the CREST Research site. Endowment to receive annual rent installments, beginning in year 1 at $20,000, and increasing each year thereafter by 4% through term of lease The initial term of lease for 15 years. Subject to mutual written consent of both parties, American Towers may request and extend lease for an additional five (5) years with a minimum of six (6) months prior written notice. Chairman Shivar asked for a motion to go into Closed Session. Mr. James made a motion “to go into Closed Session to establish or instruct the staff or agent concerning real property investments.” Mr. Marion seconded the motion and the motion carried. Chairman Shivar asked for a motion to reconvene into Open Session. Mr. Marion made a motion “to reconvene into Open Session”. Mr. James seconded the motion and the motion carried. Dr. Whitfield was called on to update the Board on the going forward initiatives. Review of current Investment Policy Statement Review and analysis of current endowment spending calculation an development of formalized spending policy Review of asset allocation among existing managers Review of Endowment Investment Structure – adding additional managers or further evaluation of outsourced Chief Investment Officer model for investment management The Conflict of Interest Disclosure forms were distributed to the Board members and they were asked to complete and turn in the forms. There being no further business, the meeting was adjourned.