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Finance Committee Meeting Agenda and Table of Contents


June 12, 2013 Detailed Agenda ...................................................................................................................................... FC-1 Call to Order & Approval of Minutes Finance Minutes of April 2, 2013 ............................................................................................................. FC-2 Fiscal Year 2014 Operating Plan Cover Memo ............................................................................................................................................ FC-4 Fiscal Year 2014 Operating Plan ............................................................................................................. FC-7 Resolution .............................................................................................................................................. FC-37 Investment Report Report .................................................................................................................................................... FC-38 Resolution .............................................................................................................................................. FC-116 Quarterly Financial Statements and Analysis - Period Ending March 31, 2013 Financial Statements ............................................................................................................................. FC-117

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Agenda
Finance Committee Meeting
Members/Participants Chair Patricia A. Caldwell Members Oscar K. Anderson, III David R. Smith Advisory Members Steven C. Brady Edward P. Schneider Director John B. Fitzgibbons Donald S. Siegel Officers Frank J. Gabriel, Delegate Timothy L. Killeen Kim E. Rosenfield Invitees Michelle Aguilar Alex Band Brendan Corcoran Will Fox Brian G. Hutzley Keith Kaplan Cathy Kaszluga Jim Keegan Emily Kunchala Paul Kutey Garry Sanders Joshua B. Toas

June 12, 2013 Time: 8:30 10:30 a.m. Venue: SUNY Plaza 353 Broadway Room: N102 Albany, NY 12207 8:30 8:35 a.m.

Conference call information: Dial-in number: 518-320-1200 Toll free: 1 (866) 659-2028 Meeting Code: 4205

Call to Order, Introduction of Paul Kutey & Approval of Minutes Materials: Finance Committee Minutes of April 2, 2013 Fiscal Year 2014 Operating Plan Materials: 1) Cover Memo 2) Fiscal Year 2014 Operating Plan 3) Resolution

Chair Caldwell

8:35 9:30 a.m.

Frank J. Gabriel Cathy Kaszluga

9:30 10:10 a.m. Investment Report Materials: 1) Report 2) Resolution

Will Fox Alex Band

10:10 10:25 a.m. Quarterly Financial Statements and Analysis - Period Ending March 31, 2013 Materials: Financial Statements 10:25 10:30 a.m. Other Business 10:30 a.m. Adjournment

Michelle Aguilar Keith Kaplan

Looking Ahead: September 12 & 13, 2013 Board Retreat and November 4 & 5, 2013 Finance Committee meeting

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FINANCE COMMITTEE OF THE BOARD OF DIRECTORS April 2, 2013 MINUTES OF MEETING The meeting of the Finance Committee (the Committee) of the Board of Directors (the Board) of The Research Foundation for The State University of New York (the RF) was held at 35 State Street Albany, NY and called to order at 4:03 p.m. by Chair Fitzgibbons. DIRECTORS PRESENT John B. Fitzgibbons, Chair; Oscar K. Anderson, and Patricia A. Caldwell. ADVISORY MEMBERS PRESENT Steven C. Brady and Edward P. Schneider. OFFICERS PRESENT Frank J. Gabriel, Timothy L. Killeen, and Kim E. Rosenfield. INVITEES PRESENT Brendan Corcoran, Will Fox, Jim Keegan, Joshua B. Toas, and Tanya Waite. APPROVAL OF MINUTES Chair Fitzgibbons called for a motion to approve the minutes of the Committee meeting of March 12, 2013. The motion was seconded and carried with no abstentions. ASSET ALLOCATION OPERATIONAL POOL MEDIUM DURATION Partners Capital reviewed and discussed with the Committee the proposed medium duration asset allocation changes and new policy return targets for the Operational Pool and the VEBA Trust. After a discussion, Chair Fitzgibbons called for a motion recommending that the Board of Directors approve amending the General Investment Policy & Guidelines to incorporate the proposed asset allocation and policy return target changes. The motion was seconded and carried with no abstentions. In addition, the Committee approved a private equity real estate commitment to Lone Star VIII. The Committee requested that the Partners Capital reconfigure a chart in the guidelines regarding credit. Subject to the Committees approval of the reconfiguration, the Committee recommends that the Board approve the amendment to the guidelines. ADJOURNMENT The meeting was adjourned at 4:52 p.m. Respectfully submitted, Kim E. Rosenfield General Counsel & Secretary April 2, 2013

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Approvals/ Resolutions Passed 1. Approval of the minutes of the Committee meeting of March 12, 2013; 2. Approval of the resolution recommending that the Board of Directors approve amending the General Investment Policy & Guidelines to incorporate the proposed asset allocation and policy return target changes; (FC2013-02) and 3. Approval of a private equity real estate commitment to Lone Star VIII.

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To: From: Subject: Date: Context

Finance Committee Frank J. Gabriel, Interim CFO Cathy Kaszluga, Vice President for Strategy and Planning 2014 Operating Plan June 12, 2013

The 1977 Agreement between The Research Foundation and the State University of New York calls for the submission of an annual financial plan for approval by the Board of Directors. The Research Foundation Fiscal Year 2014 Operating Plan (Operating Plan) describes the areas the Research Foundation plans to focus on toward implementation of its Strategic Plan and provides the financial plan in the form of a budget for the upcoming fiscal year. The Finance Committee recommends approval of the budget included in the Operating Plan.

Documents
1. Fiscal Year 2014 Operating Plan

Key Points
The 2014 Operating Plan for the RF is an exciting, forward-looking and action-oriented plan designed to support SUNY research and innovation on many levels, including excellent sponsored programs administration, growth in interdisciplinary and intercampus research opportunities, a focus on human capital development particularly for SUNY students and a strong connection to Governor Cuomos agenda for strengthening New Yorks economy. Some of the exciting elements within the plan include: Launching four Networks of Excellence - Networking the scientific and scholarly expertise spread across the system around a set of shared research activities aimed at creating a progressive and durable culture of collaboration, enhancing the research environment across all campuses, and advancing knowledge to solve major problems facing the world today. Supporting Governor Cuomos innovation agenda, including Tax-Free Zones, the Innovate New York Network, the Venture Capital Fund, and the Incubator Hot Spot program. Creating a program to inculcate graduate students into the SUNY culture of research integrity and assist them in transitioning to careers in academic research. Also continuing the program launched in the current fiscal year to provide undergraduate students with research experiences to help bridge the gap with STEM graduation rates at SUNY. Bringing on grant writing resources to help SUNY respond to large center-type opportunities that require collaboration and coordination among many campuses and to scale up the RFs successful programs such as the Technology Accelerator Fund.

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Some of the financial/budgetary elements within the plan include: Salary Plan: Within the corporate Salary Plan campuses may authorize up to a 2% across-the-board cost-ofliving increase and up to a 2% discretionary/merit-based increase to RF administrative and sponsored program employees. See page 3 for a chart that displays comparable increases for bargaining units within SUNY. Assessment Formula: The assessment formula that determines the amount of funding available for central office operations, system-wide collaboration support and funding the action steps remains the same as the prior year: 2.7% of revenues (all campuses) plus 1% of revenues (centralized campuses for sponsored program support) and .3% for SUNY Strategic Plan Support. The revenues base is less equipment and comprises the weighted average of total revenue for the past three years: 50% prior year, 30% two years prior, 20% three years prior. This assessment is not finalized until July but based upon campus projections the assessment for central office for FY 2014 is estimated at $28.5 million, an increase of 1% from FY 2013. The RF plans to align the assessment and allocation model to the strategic vision as we develop a new strategic plan this year. Corporate Reserves: In the FY 2013 Operating Plan, the board approved the use of $6 million of the corporate reserves for funding technology costs related to the outsourcing of IT, the upgrade of the Oracle information system, and new hardware. Today, there is an estimated $2 million in additional costs over seven years to complete the upgrade, fund the hardware and pay technology costs. No new funds are requested at this time and over the next 12 months we will perform a detailed review of our technology direction. The RF will add an additional $4.9 million from 2013 investment income to the corporate reserve to bring it to $6 million at June 30, 2014. The additional $4.9 is in addition to the routine allocation of $2.3 million. The RFs board of directors established a goal to maintain the corporate reserve at 10% of indirect cost recoveries. In FY2013, this goal would equal $14 million; at June 30, 2013, the reserve will actually be $1.6 million. Each year, investment income has been allocated to the reserve however the reserve has been used for expenses such as legal and technology costs and has never approached the funding goal. Strategic Reinvestment: In FY 2009, the investment pool incurred a net loss of $ 44 million. At that time, it was decided not to recoup these funds from campuses but to repay the deficit from future years investment income. At June 30, 2012, the deficit remains at $22.7 million. Rather than repaying the deficit, the RF will use a portion of 2013 investment income to reinvest in strategic initiatives that will stimulate research, improve operations, and create new businesses and jobs in New York.

The action agenda and the financial aspects of the Plan have been shared widely with campus constituents, including Operations Managers, Vice Presidents for Research, Sponsored Programs Administrators, and Human Resource Officers.

Board Action
Vote to approve the budget within the 2014 Operating Plan.

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Bargaining Unit and generally comparable RF population Increase Type CSEA (Non-exempt RF ee's) PEF (limited RF population - eg. Computer professionals) M/C (RF Exec/Confidential /HR) UUP (Exempt Employees, Administrative E.1-6 & SP Exempt E.69,79,89,99) 2% - 7/1/14 2% - 7/1/15 Add to base of $500 on 7/1/13, $250 on 7/1/14 and $500 on 7/1/15 Recommendation for RF FY 13-15 Corporate Salary Plan

Across the Board Lump Sum

2% - 4/1/14 2% - 4/1/15 $1,000 (not added to base pay) starting April 1, 2013; ($775 lump sum payable April 1, 2013 / $225 lump sum payable April 1, 2014) No changes in payments of step increments (3%-9% (1-5 grade increase) in current contract) No changes in Longevity payments from current contract ($1,250 for 5 & 10 years, $2500 for 15 yrs). N/A

2% - 4/1/14 No lump sum payments

FY2013/2014 - 2% FY2014/2015 - 2% (projected) No lump sum payments

Step Increases

No changes in payments of step increments ($877 - $3,695 in current contract); Longevity payments are lump sum payments in the amount of $1250. N/A

No step increases

No Step Increases

Longevity

No Longevity payments; $500 added to base for certain milestones Incentive lump payments of .5% annually (1% at the end of the contract term.)

No Longevity payments

Disc. Increase

Deficit Reduction Program

5 days in FY11, 4 days in FY12

9 Days

Pay back from DRP

Value of the 4 days from FY12 will be paid back

Will be paid back starting 4/1/15 over 39 pay periods

9 Days (SUNY MC received a 2% raise in FY201213) Will be paid back starting 4/1/15 over 39 pay periods

9 days over 2 year period

FY2013/2014 - 2% disc. Pool for Admin ees (~1100) FY2014/2015 - 2% disc.Pool for Admin. ees (~1100) Disc. subject to fund availability for Sponsored Program ee's. No DRP

seven days paid back at the end of the contract; 2 days off

N/A

External Market Data - FY14 Salary Planning information from Lake Associates: Merit increase average forecast for all groups of employees is 3.0%; CPI Forcast +2.2%

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2014 OPERATING PLAN


Date: June 12, 2013

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RF 2014 Operating Plan

Table of Contents Fiscal Year 2014 Operating Plan ................................................................................................ 3


Purpose ................................................................................................................................................................... 3 Growth through Innovation and Collaboration: A Strategic Plan for the RF ............................................................. 3 FY 2014 Operating Plan Overview .......................................................................................................................... 3 Plan Highlights ........................................................................................................................................................ 3

Funding the FY 2014 Operating Plan ......................................................................................... 4


RF Direct Activity..................................................................................................................................................... 5 Sources of Allocable Funds..................................................................................................................................... 8 Uses of Allocable Funds........................................................................................................................................ 10 Strategic Initiatives ................................................................................................................................................ 12

Appendices
Appendix A: Key Financial Elements of the Plan .................................................................................................. 19 Appendix B: Projections ........................................................................................................................................ 22 Appendix C: Corporate and Investment Reserves: Funding and Use History ....................................................... 24 Appendix D: Central Office Operations ................................................................................................................. 25

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RF 2014 Operating Plan

Fiscal Year 2014 Operating Plan


Purpose
The Research Foundations strategic planning methodology calls for an annual Operating Plan to outline specific action steps that the RF central office will take in a one-year period to implement the Strategic Plan. The Operating Plan also describes the uses of board-allocated RF funds and the sources of those funds for the fiscal year.

Growth through Innovation and Collaboration: A Strategic Plan for the RF


The Strategic Goals of the RF, as identified in the Strategic Plan launched in 2009 are: 1. Provide outstanding sponsored program administration services and stewardship to the SUNY community (faculty, students and staff) and sponsors, respectively. 2. Assist campuses in increasing sponsored program funding. 3. Increase technology transfer and commercialization in support of SUNY's efforts to revitalize New York's economy.

2014 Operating Plan Overview


The 2014 Operating Plan for the RF central office is an exciting, forward-looking and action-oriented plan designed to support SUNY research and innovation on many levels, including: Excellent sponsored programs administration. Growth in interdisciplinary and intercampus research opportunities. A focus on human capital development particularly for SUNY students. A strong connection to Governor Cuomos agenda for strengthening New Yorks economy.

Plan Highlights
Some of the exciting elements within the plan include: Launching four Networks of Excellence - Networking the scientific and scholarly expertise spread across the system around a set of shared research activities aimed at creating a progressive and durable culture of collaboration, enhancing the research environment across all campuses, and advancing knowledge to solve major problems facing the world today. Supporting Governor Cuomos innovation agenda, including Tax-Free Zones, the Innovate New York Network, the Venture Capital Fund, and the Incubator Hot Spot program. Creating a program to inculcate graduate students into the SUNY culture of research integrity and assist them in transitioning to careers in academic research. Also continuing the program launched in the current fiscal year to provide undergraduate students with research experiences to help bridge the gap with STEM graduation rates at SUNY. Bringing on grant writing resources to help SUNY respond to large center-type opportunities that require collaboration and coordination among many campuses and to scale up the RFs successful programs such as the Technology Accelerator Fund.

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RF 2014 Operating Plan

Funding the FY 2014 Operating Plan


RF Direct Activity (in millions) 2011 Actuals Grants and contracts Contracted services Total Sources of Allocable Funds (in millions) Grants and contracts indirect dollars Cost recoveries for contracted services Equity distribution from Brookhaven Science Fees paid by third parties for Service Centers Royalties from licensees Nonsponsored & Other Income From corporate reserves Generated through Investment (net) Total Uses of Allocable Funds (in millions) Royalties paid to inventors (40% of total) Central office operations Corporate reserve Action Items and systemwide collaboration SUNY strategic plan support Campus operations and research support Investment reserve Total Actuals Actual activity for that fiscal year Plan Projections provided for Board approval Estimated FY 2013 updated projections at February 2013 $ 4.6 25.6 2.2 1.6 2.6 144.8 12.2 $ 193.6 $ 4.2 24.3 2.2 3.5 2.5 164.2 (0.2) $ 200.6 $ 3.7 24.5 2.6 7.6 2.6 137.8 8.0 $ 186.8 $ 3.4 24.3 7.3 12.2 2.6 154.8 1.4 $ 206.0 $ 3.4 24.9 2.3 5.6 2.7 147.2 8.2 $ 194.3 $ 145.6 5.7 1.8 4.5 11.5 10.4 14.1 $ 193.6 $ 149.3 6.8 1.6 15.0 10.5 15.6 1.8 $ 200.6 $ 138.2 6.6 1.8 4.5 9.3 10.6 5.2 10.6 $ 186.8 $ 140.6 6.6 1.4 15.8 8.4 16.4 5.2 11.6 $ 206.0 $ 141.1 7.1 1.5 12.9 8.4 13.5 2.0 7.8 $ 194.3 $ 794.9 166.5 $ 961.4 2012 Actuals $ 781.1 176.3 $ 957.4 $ 2013 Plan 826.2 183.1 $ 1,009.3 2013 Estimated $ 902.4 197.3 $ 1,099.7 $ 2014 Plan 938.5 184.8 $ 1,123.3

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RF 2014 Operating Plan

RF Direct Activity
The funds received by the RF are generated by campus activity primarily grants and contracts to faculty researchers and scholars. These include grants and contracts to individuals, collaborative programs, multidisciplinary centers, and institutes. Grants and Contracts Grants and contracts to faculty researchers and scholars provide direct dollars for things that can be identified specifically with a particular sponsored project. In FY2014, the direct dollars within grants and contracts to faculty researchers and scholars are projected to increase from $902.4 million to $938.5 million.

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RF 2014 Operating Plan

The categories in which grant and contract funds are expected to be spent in FY2014 are depicted in the pie chart below.

Cost recoveries for grants and contracts to faculty researchers/scholars are sometimes called indirect costs, overhead, or facilities and administrative costs. Cost recoveries come in the form of reimbursements by sponsors for things that cannot be directly and uniquely assigned to any particular project. In FY2014, cost recoveries are expected to be $141.1 million. Total grants and contracts funding (direct plus cost recoveries) is projected to be $1,079.6 million ($938.5 direct and $141.1 in cost recoveries). The majority of the funds (51.1%) will be from federal sponsors, as depicted in the chart below.

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RF 2014 Operating Plan

Contracted Services Campus-related organizations using RF human resources, payroll, and purchasing/payables administration services (for example, clinical practice plans and campus-based foundations), will see a decrease in activity from $197.3 million to $184.8 million.

The RF recovers costs associated with providing contracted services for campus-related organizations through charging fees. In FY2014, cost recovery for contracted services to campus related organizations is expected to be $7.1 million. Total funding (direct plus recovery through fees) is projected to be $191.9 million in FY2014 ($184.8 direct and $7.1 recovery through fees). The primary users of these services are clinical practice plans, as depicted in the chart below.

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RF 2014 Operating Plan

Sources of Allocable Funds

Grants and Contracts Indirect Dollars In FY2014, cost recoveries for grants and contracts (indirect dollars) are projected to slightly increase from $140.6 million to $141.1 million. Cost Recoveries for Contracted Services The recovery of costs associated with providing shared services to campus-related organizations will increase from $6.6 million to $7.1 million. Equity distribution from Brookhaven Science Associates The RF is a partner in Brookhaven Science Associates LLC (BSA), which runs Brookhaven National Laboratory. The LLC provides equity distributions to the members. It is anticipated that in FY2014, equity distributions will increase slightly to $1.5 million. Fees paid by Third Parties for Service Centers The RF recovers costs from businesses and industries using RF-owned facilities, such as an MRI facility or nanotechnology clean room. This activity is projected to decrease from FY2013 estimates to $12.9 million in FY2014 due to activity at College of Nanoscale Science and Engineering (CNSE). Royalties from Licensees Traditional Intellectual Property (IP) commercialization generates royalties from companies that have licensed RF-owned intellectual property. Royalties are projected to remain flat at $8.4 million in FY2014. IP activity on campuses is strong, with some campuses anticipating record numbers of new technology disclosures and licenses in FY2014. Nonsponsored and other Income Campuses retain balances remaining from fixed price sponsored awards and receive other types of nonsponsored revenue. In FY2014, the RF expects this funding to decrease from $16.4 million in FY2013 to $13.5 million in FY2014.

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RF 2014 Operating Plan

Distribution from Corporate Reserves In the FY2013 Operating Plan, the board approved the use of $6 million of the corporate reserves for funding technology costs related to the outsourcing of IT, the upgrade of the Oracle Business System, and new hardware. Today, there is an estimated $2 million in additional costs to complete the upgrade, fund the hardware, and pay technology costs over the seven year plan. No new funds are requested at this time and over the next 12 months we will perform a detailed review of our technology direction. See Page 24 for additional details on source and use of both corporate and investment reserves. Generated through Investment Investment income reflects a long-term expected, risk-adjusted return for our operating pool. The RF expects net investment income to reach $7.8 million in FY2014. For planning purposes based upon an average investment balance of $160 million we expect net income of $7.8 million using a return of 6% which is the target long term return of the operating pool. Income is net of treasury and investment related expenses estimated of $1.8 million.

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RF 2014 Operating Plan

Uses of Allocable Funds

Royalties Paid to Inventors (40% of total) The SUNY Patent Policy dictates that 40% of royalties be paid to the inventor of intellectual property. In FY2014, this is anticipated to remain flat from FY2013 at $3.4 million. Central Office Operations Central office operations provide a centralized infrastructure in support of the SUNY research enterprise across the state and around the world. The allocation to central office operations will increase from $24.3 in FY2013 to $24.9 in FY2014. The increase is mainly attributed to hiring of a new CFO and COEUS business analyst. See Page 25 for details on central office services and costs. Corporate Reserve In FY2013, the corporate reserve will be allocated $7.3 million by funding from investment income in order to maintain a more adequate balance. In FY2014, the corporate reserve will be allocated $2.3 million by funding from investment income. The RFs board of directors agreed on a goal to maintain the reserve at 10% of indirect cost recoveries. At the end of FY2014, the reserve will represent 4% of indirect cost recoveries, 6% below the board target. See page 19 for a table that depicts the beginning balance, allocations to, distributions from, and ending balance for the corporate reserve for 2013 2014. Strategic Initiatives The RF will allocate $7.0 million to Strategic Initiatives. See page 12-13. Systemwide Collaboration Support The RF will allocate $2.6 million to programs that support collaboration inside and outside of SUNY. See page 15. SUNY Strategic Plan Support The allocation to SUNY Strategic Plan support will increase from $2.6 million in FY2013 to $2.7 million in FY2014. SUNY anticipates spending the allocation to support their Strategic Plan.

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RF 2014 Operating Plan

Campus Operations and Research Support Campus allocations are expected to decrease from $154.8 million in 2013 to 147.2 million in FY2014. The reduction is due to reduced third party and gift & other revenue. There continues to be no allocation of investment income in FY2014 as the RF rebuilds the investment reserve (see next section). Investment Reserve In FY2013, investment income will fund $4 million to the Networks of Excellence and $1.4 million to the investment reserve. In FY2014, investment income will fund $8.2 million to investment reserves. See page 19 for a table that depicts the beginning balance, sources, uses and ending balance for the investment reserve for 2013 2014.

Calculating the Allocations


Campuses are allocated the funds that they recover or earn (less the assessments described here). An assessment formula determines the amount of funding available for central office operations, systemwide collaboration support and funding the action steps: 2.7% of revenues (all campuses) plus 1% of revenues (centralized campuses for sponsored program support). The revenues base is less equipment and comprises the weighted average of total revenue for the past three years: 50% prior year, 30% two years prior, 20% three years prior. In extraordinary circumstances, the RF may need to request funds from the corporate reserve to cover costs associated with action steps or systemwide collaboration support. In FY2014, the projected assessment is $31.2 million. Of this amount, $24.9 million will be allocated to central office operations (87% of the assessment) and $ 3.6 million (13% of the assessment) will be allocated to funding action steps and systemwide collaboration support. After the end of the fiscal year, the assessment will be recalculated based on actual revenues. The SUNY Strategic Plan support allocation is $2.7 million and derived by a formula (.3% of last three years weighted average revenues).

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RF 2014 Operating Plan

Strategic Initiatives
In fiscal year 2014, specific projects, programs, and activities will be launched, guided by this Operating Plan, and governed through the RF planning and project management process. Networks of Excellence $4 Million

In fiscal year 2014, the RF will use 2013 investment income to invest up to $4 million in the launch of the Networks of Excellence. These stimulus funds will be provided to faculty-led groups to develop large-scale proposals to funding agencies. The vision is for the networks to be self-sustaining after five years; they require an aggressive ramp up with a built-in sunset as each network becomes self sustaining. The four planned Networks of Excellence are: SUNY 4E (Economics, Energy, Environment and Education) SUNY Health Now SUNY Brain SUNY Materials and Advanced Manufacturing

Each network assembles scientists and scholars from varied campuses to engage in a joint program of research on a specific topic and enhance related experiential learning of students. Bringing together the varied expertise into a collective network, SUNY can better position itself to become a national and international scientific leader, compete for research grants, and educate the next-generation workforce.

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RF 2014 Operating Plan

Action Steps Support a Best in Class Research and Innovation Operation

$3 Million

2014 Strategic Plan: Create and launch a new Strategic Plan and Implementation Roadmap for the RF guided by the vision of a new RF president and a new board chair. We are entering the fifth year of the 2009 strategic plan, which was a 3-5 year plan that has served us well and left us poised and ready to take on new and ambitious goals and direction. Business Intelligence: Transform the RFs approach to what we measure, how we analyze it, and how we talk about it, with a strong focus on data integrity and improved presentation. We need to do a better job of not just providing accurate data to our customers, but providing them with the data in different formats and scenarios, as well as providing expert analysis of the data to aid in business decisions and goal setting. Human Capital: The RF will work with campuses to create a graduate student engagement initiative related to mentoring, on-boarding, career development, training, and ethics. SUNY should be a national model for graduate education at scale. The RF will also measure the success of the undergraduate research experiences pilot and continue to fund the allocations to that program.

Strengthen Controls and Compliance Internal Controls: Collaborate with campuses to ensure that RF functions are performed in an environment with strong, documented, and effective internal controls. Record Retention: Work with campuses to strengthen RF policies and tools used to retain and purge records including system data, e-mails, documents, etc. Research Integrity: Work with campus vice presidents for research and other campus stakeholders to ensure that the Statement on Research Integrity recently passed by the SUNY Trustees is institutionalized across SUNY with faculty, staff, and students.

Improve Research Administration for Faculty RF Enterprise Business System: Phase One: Continue the upgrade of the Oracle business applications to version R12. Key benefits include Manager Self Service (MSS), which provides an electronic end-to-end system for processing and approving human resources transactions as well as a new set of enterprise reporting tools. The upgrade is on schedule to go live in December 2013. Phase Two: Rollout Oracle Advanced Benefits for open enrollment, allowing employees to make changes to their benefits online. This is scheduled for January 2014. Phase Three: Analyze the manual processes used for RF employee time and attendance reporting and develop a plan for automating. Website Redesign: Develop a new website that expresses the RF as it exists today, improves the navigation structure and graphic design, and provides faculty and administrators with better access to tools and information to accomplish their work.

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RF 2014 Operating Plan

Pre-Award: Look at ways to help campuses increase research proposal submittal rates. Learning and Development: Focus on initiatives across the entire system to support the RFs commitment to advancing human capital and supporting a sustainable workforce of experts.

Advance Innovation and Growth New Sources of Funding: Identify and secure new sources of funding to support the activities and programs that advance the RFs and SUNYs strategic goals. Investment in grant writing resources will help SUNY respond to large center-type opportunities that require collaboration and coordination among many campuses and provide opportunities to scale up the RFs successful programs, such as the Technology Accelerator Fund. Governor Cuomos Innovation Agenda: Support Governor Cuomos Innovation Agenda, including Tax-Free Zones, the Innovate New York Network, the Venture Capital Fund, the Incubator Hot Spot program, and other initiatives that arise within the course of the year. Innovation Programs: Provide moderate support to initiatives designed to match inventors to sources of funding and support startups (e.g., pre-seed workshops, innovation showcases, etc.).

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RF 2014 Operating Plan

Systemwide Collaboration Support


Item Systemwide Networks Systemwide Funding Proposal Development Presidential Fellows The RF will develop in-house capabilities to prepare and submit systemwide proposals. The Research Foundation is offering a unique opportunity to SUNY faculty and staff to influence and actively pursue SUNYs research agenda. Presidential Fellows will lead and foster multidisciplinary research collaboration among SUNY campus researchers and form partnerships with business, industry, government, and other academic institutions that will lead to important research discoveries and foster economic growth. A network of attorneys and other advisors with diverse expertise in innovation and partnership-related transactions to assist SUNYs Innovation Hubs. The counselors are staffed to I&P projects that have systemwide implications. A position to support the Innovation Hubs by assuming primary responsibility for faculty interaction and invention intake, triage, assessment, patent filing, and agreement negotiation for SUNY's 23 partner campuses. SUNY and the RF - together with Regional Planning Association (RPA) and other institutions, universities, and corporations will work to launch the SUNY Empire Innovation Center, a joint academic / industry applied research center in the former Farley Post Office building as part of development of the new Moynihan Station in New York City. The center will engage top research faculty from throughout the SUNY system as well as scholars and researchers from other world class universities and corporate research institutions from across New York State and the Northeast Mega-region. The center will create a space to invent, design, develop, and market saleable solutions for global sustainability. Such solutions, based on multidisciplinary systems engineering approaches to the multifaceted challenges of our time, will lead to new knowledge economies, products, services, and New York State jobs. Description

$2.6 Million
FY2014 Dollars

92,549 300,000

Innovation Counseling

250,000

Technology Transfer Coordinator

No dollars (recovery from regionalization funding) No dollars

SUNY Moynihan Station Project

Systemwide Memberships and Sponsorships Corporate Memberships These memberships afford the opportunity to partner with external groups to advance programs, network, attend educational events, and promote SUNY/RF initiatives. Membership requests often come directly from campuses. In the case of statewide or national organizations, membership benefits are offered to all campuses. 40,000

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RF 2014 Operating Plan

Item SUNY REACH (Research Excellence in Academic Health) - a program to unify and advance the research vision of NYSs public Academic Health Centers and integrated Medical Schools Sponsorship/Events

Description The RF share of SUNY Reachs Phase 1C budget (total across all participants of $813,397). The commitment is through 12/31/2013.

FY2014 Dollars 68,000

The RF sponsors events that directly align with and support SUNYs innovation agenda. All sponsorship requests are vetted with key campus constituents to validate need and are negotiated to produce the maximum value at the lowest possible cost.

100,000

Advisory Bodies Research Council The Research Council is an advisory council to the SUNY Board of Trustees, the Research Foundation Board of Directors, the SUNY Provost and Campus Presidents. The SUNY Research Council lends deep and broad thinking and understanding to the question of SUNY's leadership as a 21st Century public comprehensive research-intensive university system. The Council considers and advises SUNY on strategies that encourage and nurture research as one of the primary missions of the University. The work of the Council informs strategic and operational planning at SUNY and the Research Foundation. 50,000

Systemwide Opportunity Programs1 Technology Accelerator Fund (TAF) Research Collaboration Fund TAF provides funding to support the commercialization of SUNYdeveloped technologies. The SUNY/RF Research Collaboration Fund grant program encourages new and existing inter-campus collaborations and supports their development into long term partnerships with sustained growth. This targeted investment aims to help faculty researchers generate the preliminary results and data necessary to qualify for larger scale proposals for future funding. The RF will allocate additional funding to the program to provide research experiences to SUNY undergraduates. 250,000 350,000

Program to Enhance STEM Research Experiences for SUNY Undergraduates Systemwide Shared Tools Coeus Pre-award Hosting/System Support

320,000

COEUS is the pre-award electronic business system currently used by the four University Centers, Upstate, Downstate and ESF. The RF will be working with the campuses to review several options for the pre-award business system, including the

100,000

The Faculty Travel Grant and Entrepreneur-in-Residence programs will be re-funded through requests for SUNY Strategic Plan support.

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RF 2014 Operating Plan

Item

Description coordination of the COEUS platform utilizing the KUALI tool.

FY2014 Dollars

Community of Science/Find a SUNY Scholar

Find a SUNY Scholar is a tool that allows faculty to learn of funding opportunities and collaborate with faculty from all over the world (and within SUNY) on research and scholarly endeavors.

No funding, but will be reassessed in July after usage evaluation is complete 140,600

Innovation Community Chest (IC2)

The IC2 is a repository of innovation tools and resources that allow for effective and efficient decision-making at each phase of the SUNY innovation ecosystem. They include subscriptions to on-line databases, tools, collaboration forums, and references sources that support campus innovation.

Presidential Programs Science and Technology Alliance for Global Sustainability The Science and Technology Alliance for Sustainability (the Alliance), is an international partnership based on a shared commitment to address the needs described above. It operates as an informal body comprising stakeholders from several pillars: the research and education community, research funders, operational service providers, and users. The core membership of the Alliance includes: The International Council for science (ICSU) The International Social Science Council (ISSC) The Belmont Forum The United Nations Educational, Scientific and Cultural Organization (UNESCO) The United Nations Environmental Programme (UNEP) The United Nations University (UNU) The World Meteorological Organization (observer) 35,000

The RFs President serves as co-chair and the RF is providing support to establish a permanent secretariat for the Alliance. RF staff is seeking outside funding to support the Alliance as well. Federal Relations SUNY Day DC The SUNY Day DC federal advocacy program, now in its fifth year, receives support from key national decision makers. The event provides a forum for university leadership to meet with congressional members and staff, alumni, and prospective donors, and learn about educational initiatives from national higher education organizations. Members of New Yorks congressional delegation attended the
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30,000

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RF 2014 Operating Plan

Item

Description event and last year called on SUNY to apply its creativity, strength and imagination to protecting the homeland, building new industries that will provide jobs for an educated workforce, and ensuring that the United States remains a leader in all fields in the face of increased global competition.

FY2014 Dollars

Federal Relations Advocacy The RFs federal relations firm hired to help increase federal funding and proposal rates, and the lease for SUNYs federal relations office in in Washington D.C. Human Capital Development Learning and Development Other Total System-wide Collaboration Learning Tuesdays Research Administration - SPA Fundamentals Learning & Development Council SPA Fundamental Professional Development Scholarship Program CITI (Collaborative Institutional Training Initiative) Program

370,000

124,200

Outside experts and fellows as needed to support special projects.

30,000 $2,650,349

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RF 2014 Operating Plan

Appendix A: Key Financial Elements of the Plan


Corporate Reserve The following table shows the activity related to the corporate reserve: Roll forward (in thousands) Opening balance Allocations to reserve: Investment reserve allocation Distributions from reserve: Legal Costs Technology Accelerator Fund Research technology services (net ) SUNY Press support Ending balance 2012 2013 Actual Estimated $5,058 $5,183 2,209 (724) (250) (1,360) $5,183 (4,794) (900) $6,525 (2,875) $6,000 1,134 $19,006 7,286 2014 Projected $6,525 2,350 2015-19 Projected $6,000 11,872

Total $5,058 23,717 (724) (250) (7,895) (900) $19,006

Note: Above table does not include additional expenses that may be approved by the board in future years.

Investment Reserve The following table shows the activity related to the investment reserve. See Appendix C for funding and uses history: Rollforward (in thousands) Opening balance Investment income Treasury/Investment expenses Funding to corporate reserve Charge to campuses Networks of Excellence Ending balance 2013 Estimated ($22,689) 13,639 (2,000) (7,286) 1,095 (4,000) (21,241) 2014 Projected ($21,241) 9,600 (1,800) (2,350) 2,713 (13,078)

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RF 2014 Operating Plan

Fringe Pool A strong employee benefit program is important for recruiting and retaining employees. The RF recovers the funds needed for the cost of employee fringe benefit programs, which include health insurance, retirement, Social Security, and other payments, by applying fringe benefit rates to accounts that fund employee salaries and wages. These rates are negotiated each year with the US Department of Health and Human Services.
Fiscal Year 2013 2014 2015 2016 2017 Regular Employees 43.00 41.00 42.50 43.00 44.00 Graduate Undergraduate Students Students 14.50 5.00 15.00 5.00 16.00 5.00 16.00 5.00 16.50 5.00 Summer Employees 17.00 17.00 17.00 17.00 17.00

Salary Plan Based on current and projected economic, budget and market conditions, and projected sponsored research funding, within the RFs salary plan for 2014, campuses may authorize increases up to the following for RF employees: Employee Type Administrative Sponsored Program Cost of Living 2% 2% Discretionary Pool 2% Based on funds availability within each sponsored program

Campuses will be provided with instructions for filing their local implementation of the corporate plan with the Human Resources Office at Central Office. Refer to page 21 for a chart that displays comparable increases for bargaining units within SUNY.

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RF 2014 Operating Plan

Bargaining Unit and generally comparable RF population Increase Type CSEA (Non-exempt RF ee's) PEF (limited RF population e.g. Computer professionals) M/C (RF Exec/Confidential /HR) UUP (Exempt Employees, Administrative E.1-6 & SP Exempt E.69,79,89,99) 2% - 7/1/14 2% - 7/1/15 Add to base of $500 on 7/1/13, $250 on 7/1/14 and $500 on 7/1/15 Recommendation for RF FY 13-15 Corporate Salary Plan

Across the Board Lump Sum

2% - 4/1/14 2% - 4/1/15 $1,000 (not added to base pay) starting April 1, 2013; ($775 lump sum payable April 1, 2013 / $225 lump sum payable April 1, 2014) No changes in payments of step increments (3%-9% (1-5 grade increase) in current contract) No changes in Longevity payments from current contract ($1,250 for 5 & 10 years, $2500 for 15 yrs). N/A

2% - 4/1/14 No lump sum payments

FY2013/2014 - 2% FY2014/2015 - 2% (projected) No lump sum payments

Step Increases

No changes in payments of step increments ($877 - $3,695 in current contract); Longevity payments are lump sum payments in the amount of $1250. N/A

No step increases

No Step Increases

Longevity

No Longevity payments; $500 added to base for certain milestones Incentive lump payments of .5% annually (1% at the end of the contract term.)

No Longevity payments

Disc. Increase

Deficit Reduction Program

5 days in FY11, 4 days in FY12

9 Days

Pay back from DRP

Value of the 4 days from FY12 will be paid back

Will be paid back starting 4/1/15 over 39 pay periods

9 Days (SUNY MC received a 2% raise in FY201213) Will be paid back starting 4/1/15 over 39 pay periods

9 days over 2 year period

FY2013/2014 - 2% disc. Pool for Admin ees (~1100) FY2014/2015 - 2% disc.Pool for Admin. ees (~1100) Disc. subject to fund availability for Sponsored Program ee's. No DRP

seven days paid back at the end of the contract; 2 days off

N/A

External Market Data - FY14 Salary Planning information from Lake Associates: Merit increase average forecast for all groups of employees is 3.0%; CPI Forecast +2.2%

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RF 2014 Operating Plan

Appendix B: Projections

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RF 2014 Operating Plan

Sponsored Program Revenue Projections


Location CNSE Stony Brook University University at Buffalo University at Albany Downstate Medical Center Binghamton University Upstate Medical University Buffalo State College SUNY ESF Sys. Admin - Provost College at Oneonta SUNY Plattsburgh SUNY Brockport SUNY Oswego SUNY New Paltz SUNY Cortland College of Optometry SUNY Potsdam Farmingdale State College SUNY Cobleskill SUNY Fredonia Purchase College SUNY Canton SUNYIT Alfred State College SUNY Geneseo Morrisville State College Old Westbury Empire State College SUNY Delhi Maritime College Total
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Actual 2012 $223,654,839 182,737,698 157,116,809 106,885,405 62,361,048 40,196,877 36,926,766 29,950,915 15,073,421 13,612,766 7,022,350 6,204,847 6,147,853 4,924,695 4,001,070 3,455,923 3,381,262 2,992,555 2,989,075 2,887,522 2,853,575 2,295,973 2,164,314 2,062,898 1,867,996 1,639,578 1,585,262 1,546,550 868,536 505,187 247,160 $ 930,160,728

2013 $366,234,502 176,490,595 151,183,000 103,274,439 57,342,804 37,164,658 33,163,100 24,923,480 16,598,000 18,223,631 6,503,349 5,500,000 5,012,160 4,434,311 4,078,346 2,990,500 3,140,212 3,028,636 5,338,100 2,608,762 2,668,791 1,835,294 2,012,600 2,128,600 1,723,949 779,000 1,074,076 1,636,007 1,334,968 237,548 316,273 $1,042,979,691

2014 $390,641,825 178,595,700 150,142,000 113,298,530 57,511,391 39,190,756 33,128,100 25,375,500 15,703,500 22,558,230 5,553,927 4,990,000 4,069,448 4,567,343 4,083,191 2,803,000 3,865,832 3,028,636 4,397,990 824,906 2,695,478 1,491,856 2,112,600 2,205,290 1,132,722 758,860 1,074,076 1,697,925 1,573,105 186,900 299,000 $1,079,557,617

Projections 2015 2016 $353,725,295 $328,558,484 182,286,428 180,545,021 151,783,000 153,606,000 120,096,440 127,302,226 58,661,619 60,421,466 41,321,086 43,658,678 33,128,100 33,941,075 25,375,500 25,700,010 17,197,000 17,712,910 19,419,089 19,701,112 4,521,298 4,547,951 4,990,000 4,990,000 3,530,258 3,264,348 4,704,366 4,845,500 4,154,371 4,226,015 2,673,000 2,699,730 4,039,794 4,222,454 3,028,636 3,028,636 2,813,505 2,326,540 824,906 841,405 2,722,434 2,749,657 1,527,366 1,549,985 2,112,600 2,122,600 2,285,643 2,369,836 504,512 529,634 774,017 789,479 1,074,076 1,074,076 1,768,722 1,848,535 1,411,445 1,439,675 186,900 160,650 299,000 299,000 $1,052,940,406 $1,041,072,688

% Change 2017 $342,241,938 185,961,373 155,464,000 134,940,360 62,234,110 46,153,902 34,959,308 26,029,180 18,244,298 19,987,711 4,575,139 4,990,000 3,275,000 4,990,870 4,298,980 2,726,729 4,414,246 3,028,636 2,349,805 858,233 2,777,153 1,573,137 2,202,600 2,458,055 556,041 805,248 1,074,076 1,937,630 1,468,470 160,650 299,000 $1,077,035,878 2018 $229,950,924 191,540,215 157,359,000 143,036,782 64,101,134 48,674,452 36,008,088 26,363,084 18,791,628 20,278,969 4,602,870 4,990,000 3,275,000 5,140,601 4,373,286 2,753,996 4,465,630 3,028,636 2,373,302 875,398 2,804,925 1,596,835 2,352,600 2,550,496 583,709 821,333 1,074,076 2,131,395 1,497,839 160,650 299,000 $ 987,855,853 2.82% 4.82% 0.15% 33.82% 2.79% 21.09% {2.49%} {11.98%} {24.67%} 48.97% {34.45%} {19.58%} {46.73%} 4.38% 9.30% {20.31%} 32.07% 1.21% {20.60%} {69.68%} {1.70%} {30.45%} 8.70% 23.64% {68.75%} {49.91%} {32.25%} 37.82% 72.46% {68.20%} 20.97% 6.20%

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RF 2014 Operating Plan

Appendix C: Corporate and Investment Reserves: Funding and Use History


Actual Fiscal 2006 Corporate Reserve - Beginning Balance Funding to Corporate Reserves Technology Expenses Legal/Litigation Expenses Allocation for strategic initiatives Technology Accelerator Fund SUNY Press Support Corporate Reserve - Ending Balance (A) Investment Reserve - Beginning Balance Investment income Treasury/Investment Expenses (Distribution)/Charge to Campuses Funding to Corporate Reserves Networks of Excellence Investment Reserve - Ending Balance (B) Total Reserve Balance (A+B) $2,406,154 1,110,360 (1,727,588) 1,788,926 6,606,444 10,322,776 (2,257,883) (5,808,523) 8,862,814 $10,651,740 Fiscal 2007 $1,788,926 5,635,566 (3,161,570) 4,262,922 8,862,814 29,929,854 (1,936,778) (10,952,956) (3,004,929) 22,898,005 $27,160,927 Fiscal 2008 $4,262,922 223,737 (482,824) 4,003,835 22,898,005 (4,031,932) (1,886,818) (14,338,722) 2,640,533 $6,644,368 Fiscal 2009 $4,003,835 (53,245) 3,950,590 2,640,533 (42,709,152) (1,865,979) 383,879 (41,550,719) ($37,600,129) Fiscal 2010 $3,950,590 3,298,311 (2,323,868) 4,925,033 (41,550,719) 10,491,934 (1,822,768) 99,643 (1,932,206) (34,714,116) ($29,789,083) Fiscal 2011 $4,925,033 2,172,998 (673,326) (1,366,000) 5,058,705 (34,714,116) 16,337,977 (2,265,323) 353,327 (2,172,998) (22,461,133) ($17,402,428) Fiscal 2012 $5,058,705 2,208,565 (1,360,250) (723,954) 5,183,066 (22,461,133) 3,477,417 (1,669,565) 172,636 (2,208,565) (22,689,210) ($17,506,144) Estimated Fiscal 2013 $5,183,066 7,285,843 (4,793,802) (250,000) (900,000) 6,525,107 (22,689,210) 13,638,717 (2,000,000) 1,095,832 (7,285,843) (4,000,000) (21,240,504) ($14,715,397) Projected Fiscal 2014 $6,525,107 2,349,811 (2,874,918) 6,000,000 (21,240,504) 9,600,000 (1,800,000) 2,712,504 (2,349,810) (13,077,810) ($7,077,810)

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RF 2014 Operating Plan

Appendix D: Central Office Operations


What is RF Central Office? The central office of the Research Foundation for SUNY exists to support SUNY faculty, staff and students. Staff at central office provide the administrative, legal, financial, regulatory, and technical infrastructure and manage internal grant funding programs that advance SUNY research and innovation. Central office comprises 120 professionals serving 31 SUNY campus locations and programs and employees located around the world from Stony Brook to Singapore, Niagara to Nigeria, Rockland to Russia.

Human Resources Compliance Coordinating the Conducting A-133 audit, internal audit, maintaining controls, preparing F&A rate proposals; ensuring research offices stay on top of laws and sponsor regulations. Handling compensation, benefits, employee relations, payroll, and tax reporting for 207 job titles and 13 benefit programs.

Systems Running reliable hardware/software infrastructures, including nearly 6000 user accounts, 25 databases, and over 28,000 reliable business processes per week.

Grants Supporting campuses in discovering, requesting, defending, negotiating, procuring, and in every other way assisting faculty in getting financial backing for their research.

Central Office

Growth & Innovation Administering programs and funds that promote and nurture research across all locations and campuses and bridge the gap between innovation and economic growth.

Administrative & Legal Services Managing funds, investments data, tools, systems, and controls; legal assistance with agreements, employee relations, tech transfer & other legal issues.

Training & Communication Keeping campus staff informed, educated, and connected to ensure high quality, high performance work across the SUNY system.

Central office performs tasks that otherwise would have to be performed at individual sites, necessitating additional FTEs, equipment, tools, and systems at each location. These shared services eliminate redundancy and reduce costs. Central office provides efficiencies of scale and subject matter expertise with complex and difficult matters, providing each site with up-to-date information, expert counsel, and efficient execution.

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RF 2014 Operating Plan

Central office uses its unique system-wide vantage point to stimulate research and innovation across the SUNY enterprise: The Faculty Travel Grant Program allows faculty to travel to Washington, DC to meet with program officers at federal agencies interactions that can be crucial to winning key grants. The Technology Accelerator Fund provides the financial assistance necessary to get an invention from the lab to external funding or venture capitalists. The Entrepreneur in Residence Program assigns business experts to budding campus projects, providing faculty with the professional services needed to get off the ground. The Collaboration Fund incentivizes and funds projects across two or more SUNY campuses. Increased STEM Research Opportunities for SUNY undergraduates create higher proficiency in science, technology, engineering, and math fields. ---------------------------- CENTRAL OFFICE/RF FOR SUNY BY THE NUMBERS ----------------------all data as of March 31, 2013 or calendar year 2012 when applicable Current grants Faculty members working on grants SUNY campus sites served SUNY research sites outside the US Average daily cash expenditures for sponsored programs Total job titles Benefits programs managed (health, dental, disability, etc.) Benefit costs, FY2012 Retirement contributions administered (basic & optional), FY2012 Internal audits Resolved cases of litigation since 2001 Affiliated corporations Corporate insurance policies handled Policies and procedures available on website Total web page views, Nov 2012 Mar 2013 Annual checks on abandoned property for 50 states Contracts and agreements executed per month Approximate annual amount saved by each hub campus through shared tools for Intellectual Property Commercialization Payroll transactions per month (all campuses) 2012 W2s 2012 1099s 2012 1042s 6,278 2,618 31 75 $5 million 155 22 $82,310,134.37 $47,049,063.72 37 2,000+ 19 25 660 9,639 391 (totaling $65,469.37) 39 $215,000 21,267 16,330 3,145 669

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RF 2014 Operating Plan

Central Office Functions and Other Expenses All dollar amounts are FY 2014 projected costs
Costs Full-Time Staff

CO Department Functions

126 FTEs

$ 19,731,502

Below are thumbnail descriptions of each major central office function, which provide a brief overview of its responsibilities and value. Executive & Support 31 FTEs $4,839,581

The Executive Office function leads the RF in providing outstanding services to the SUNY research community in sponsored programs administration, intellectual property commercialization, and public/private partnership creation and support. The Research Foundation of SUNY President provides effective and efficient leadership, management, and direction to establish and accomplish strategic goals while collaborating with and supporting the SUNY community and private partners. 2 FTEs The Legal function provides expert legal services not only on behalf of the Research Foundation itself, but also to individual campuses, particularly in sponsored programs, innovation and partnerships, labor and employment, and other key areas. It does this by responding to requests for legal advice from operations staff and leadership, identifying and solving legal problems, resolving disputes and managing litigation, and administering training and templates to prevent reputational, legal, and financial problems. Centralizing this service conserves resources and guarantees standardization and legal compliance across all campuses. 7 FTEs

27

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RF 2014 Operating Plan

The Compliance functions primary purpose is to help prevent, detect, and correct any fraud, waste, and abuse. It does this by developing, managing, and monitoring ethical policies (such as the Code of Conduct and Conflict of Interest policies), establishing an internal control methodology and risk management, overseeing information security, and developing/maintaining policy governance. Given the critical nature of these activities for each campus and the opportunities for variance when handled separately, uniting these services under one infrastructure reduces risk and helps ensure an ethical and compliant environment for research activities. 3 FTEs The Internal Audit Services function provides independent appraisals, recommendations, analyses, and other pertinent comments on the financial and operational controls of all offices, identifying changes in procedures to improve efficiencies, eliminate duplicate efforts, and reduce risks. In so doing, it identifies areas of potential exposure before they are identified by external parties, and shares process improvements across all locations. The function also assists sites with external audit processes and responses (i.e., OMB A-133, sponsor audits, regulatory audits), giving each campus access to expertise in these areas. 9 FTEs The Innovation and Partnerships function enables and stimulates meaningful interaction between the business community and SUNY to increase SUNYs impact on local, regional, statewide, national, and global economies. It does this by supporting the creation of startups and incubators (and providing ongoing support); developing/managing funds, grants, and programs; promoting commercialization opportunities; increasing the profile of SUNY innovation through outreach; and leveraging government relationships. The nature of this work demands a cross-campus approach, to match investors to opportunities and consolidate negotiating power. 10 FTEs Sponsored Program Services/Operations 55 FTEs $ 6,475,413

The Data Management function works with departments, colleges, and campus administrators to understand their business needs, respond to data requests, and provide the metrics to meet all research and reporting requirements. Duties include developing reporting tools for principal investigators, data upgrades, training, documentation, and communication across the entire SUNY system. For example, the standardization of business elements in the Oracle (and other systems) is a corporate function that supports campus operations. 4 FTEs The Sponsored Programs Compliance and Reporting function implements strategic projects and provides day-to-day support for campus research administrators. That support includes reviewing award documentation and sponsor assurances of compliance, preparing A-133 reports, invoice and financial report submissions, responding to federal- and state-mandated reporting requirements, and providing metric data. Staff members serve campuses by solving business problems involving: grant proposals and awards, compliance with terms and conditions, financial administration, effort reporting, education and training, and satisfactorily resolving audit findings. 11 FTEs
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RF 2014 Operating Plan

The Centralized Award & Contract Review and Negotiation function performs the critical work of helping secure funding for campus research for the centralized campus locations. It negotiates and executes grants, contracts, and subcontracts, including account set up and complete financial invoicing. Increasingly, this team is consulted by decentralized campuses with business problems arising from state and federal sponsorship, including standard terms and conditions. The RF achieves efficiencies by sharing the service and cost of grant and contract administration for 24 campus locations. 13 FTEs The Strategy and Planning function develops the RF strategic and annual operating plans, monitors corporate projects, coordinates leadership stakeholders of the organization (Presidents Council, Research Council, VPRs, OMs), and manages all aspects of the OM relationship, including orientation, training, and regional hub activities. It ensures timely response to changes in the environment, efficient and stable strategic planning and project management, appropriate use of resources, and quality customer service for all stakeholders. 4 FTEs The Human Resources function takes a proactive approach to maintain positive employee relations at campuses. In addition to developing and maintaining competitive compensation/benefit programs to attract, retain, and motivate a talented workforce, the function provides guidance and training to campus administrators/faculty to resolve HR issues in laboratories and offices, and ensures compliance with state, federal, and sponsor employment and workplace regulations. HR also creates a learning environment across campuses by offering Learning Tuesdays on hot topics and by developing both an enterprise-wide mentoring system and a succession planning process that can be adapted to individual campuses. 18 FTEs External Relations and Corporate Communications works with campuses to amplify and promote campus research achievement. This includes creating publications and marketing pieces, social media posts, and corporate presentations, as well as managing the RF website and its content. External Relations staff coordinates with campuses on FOIL and FOIA requests; and assists with media inquiries and crisis management. Centralizing this function gives each site access to key communication resources and corporate public relations and media support. 5 FTEs Finance 40 FTEs $ 3,689,000

The Treasury and Payroll function is responsible for all daily cash management operations, maintaining campus bank accounts, running payroll operations (including checks, taxation, deductions, cost transfers, etc.), handling receipts, and more. Depositing corporate cash into one centralized bank account provides better control over the cash receipts asset. Centralization is also the most efficient way to deal with the complexities of federal and state tax reporting. The Treasury function also includes investments and debt/line of credit borrowing providing asset allocation strategies and supporting campus borrowing needs. This function provides a shared payroll service for eight campuses that are not able to perform this at their sites plus manages the corporate facilities as well as other back office corporate support. 20 FTEs (includes 2 FTEs IS related)

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RF 2014 Operating Plan

The Cost Accounting and Accounts Payable/Purchasing function prepares large, complex Facilities and Administrative (F&A) rate proposals for 31 operating locations and negotiates rates with the federal Department of Health and Human Services. It also oversees fixed assets and assists campus staff in areas of federal compliance and safeguarding the assets of the corporation. Staff are fiscal stewards who disburse funds (checks, electronic transfers, etc) for all operating locations, provide corporate oversight for procuring goods and services, and oversee and provide guidance for the campus staff regarding compliance with laws and regulations, particularly in regard to the IRS. Having one office handle all of these shared services achieves great economies of scale, saving money and increasing efficiencies. 12 FTEs The Financial Accounting function ensures the integrity of the business system, providing the accurate accounting methods and reliable financial information that are critical for operational success. The function works with health insurance carriers and negotiates with DHHS to develop fringe benefit rates. It completes annual audited financial statements and fulfills campus requests for assistance with financial information and foreign tax exemption. It compiles sources and uses of funds for the RF Operating Plan, including establishing and overseeing campus accounts for individual site allocations. Aggregating these services prevents gross duplication of efforts and standardizes best practices. 8 FTEs Information Services Outsourced $ 4,727,508

The RFs information technology vendor manages and supports specific day to day IT operations as well as projects that fit into the RF Operating and Strategic Plans. This includes technology upgrades and customized technical support to increase compliance, reduce costs, and provide end users enhanced usability, performance, flexibility, and availability. Outsourcing this work is the most cost-effective way to ensure cutting-edge IT resources and management at a low cost to campuses. Non Departmental Costs $ 5,197,459

As a corporation, generic expenses are incurred that support the general corporate stewardship or the business as whole. These expenses are not specifically identified to a department, such as: Annual Audit Facilities Insurance Outside legal IT Software, Production Support, other All other Total Central Office Operations 368,900 780,000 1,217,000 120,000 1,853,910 857,649 $24,928,961

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RESOLUTION OF THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS OF THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK To: The Finance Committee (Finance Committee) of the Board of Directors (Board of Directors) of The Research Foundation for The State University of New York (Research Foundation) Frank J. Gabriel, Interim Chief Financial Officer Fiscal Year 2014 Operating Plan

From: Subject: Background:

1. The 1977 Agreement between the Research Foundation and the State University of New York calls for the submission of an annual financial plan for approval by the Board of Directors. 2. The Research Foundation Fiscal Year 2014 Operating Plan (Operating Plan) describes the specific action steps the Research Foundation plans to take toward implementation of its Strategic Plan and provides the financial plan in the form of a budget for the upcoming fiscal year. 3. Management recommends that the Finance Committee approve the budget included in the Operating Plan. Resolution: The Finance Committee hereby resolves to recommend that the Board of Directors approve the budget included in the Operating Plan and authorize Research Foundation management to take actions as are necessary or desirable to give effect to this resolution.

Kim E. Rosenfield General Counsel and Secretary June 11, 2013 FC2013-03

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PARTNERS CAPITAL
Europe 5 Young Street London W8 5EH Tel: +44 (0) 20 7938 5200 Fax: +44 (0) 20 7938 5201 North America 50 Rowes Wharf 4th Floor Boston MA 02110, USA Tel: +1 (617) 292 2570 Fax: +1 (617) 292 2571 Asia 21/F The Center 99 Queens Road, Central Hong Kong Tel: +852 6203 55 33

Partners Capital The Research Foundation of SUNY Portfolio Review: FY2013 YTD
June 12, 2013

Executive Summary (1 of 2)
Performance Summary

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In FY 2013 YTD through April, the global equity and credit markets exhibited very strong returns, surpassing pre-financial crisis levels and hitting new records, while safety asset returns were anemic. Global Equities were up +21.1%, and US Treasuries gained +2.2%. In May, the rally in US and European equities continued, with Global Equities up +1.4% and US Treasuries down -2.6%. The Fed signaled that they are considering cutting back quantitative easing later this year, causing a sharp rise in Treasury yields. There were particularly sharp sell offs during May in emerging markets debt (local currency debt was down -6.3%), TIPS (-4.4%) and US Investment Grade bonds (-2.3%). The Operational Pool Medium Duration (OP MD) gained +8.5%, surpassing the Index of Indices (IOI) by +0.3% and exceeding the long-term policy target of 5.8% due to the strong performance of high-quality risk assets. VEBA and Operating Pool Long Duration (OP LD) both gained +13.1%, surpassing the IOI by +0.9% and exceeding the long-term policy target of 8.3%. The outperformance versus IOI was due to alpha from manager selection of +1.4% partially offset by asset allocation detraction of -0.5%. Across all RF SUNY portfolios, performance within asset classes has generally been strong, with Hedged Equities, Absolute Return and Credit outperforming the asset class benchmarks by +1% to +4%. Global Equities also outperformed with excellent manager performance offsetting negative attribution from the emerging markets overweight within equities. Core Property was the only notable detractor, lagging its benchmark by approximately -5%. RF SUNYs hedge fund portfolio has been a strong contributor in FY 2013. The Absolute Return portfolio is up +7.7% (OP MD) versus +4.3% for the T-Bills+500 benchmark and continues to deliver results with only a 0.16 beta to equities. Since January 2010, the RF SUNY Absolute Return portfolio has gained +18.7% versus +18.4% for the benchmark, and +10.2% for a peer group benchmark. Also, performance in the Hedged Equities portfolio has been excellent, up +14.8% (VEBA) versus a +10.1% gain in 50% of the unhedged, long only Global Equities index and a +10.9% gain in the peer group index. We expect these allocations to be positive contributors if market volatility increases in coming months, or there are rising interest rates.

2013 Portfolio Performance for FY 2013 YTD through April relative to benchmarks has been strong, especially for VEBA and OP LD. OP MD surpassed the IOI by 0.3%, while VEBA and OP LD delivered 0.9% outperformance. Attribution
Key contributors to outperformance was manager alpha across the board. In particular: Partners Capital Harrier Fund, our diversified portfolio of absolute return managers, delivered +8.0%, well ahead of its target of Treasuries + 500 bps (4.3%). Visium Balanced Fund (+8.4%) and OXAM (+7.1%), two equity market neutral funds, were key contributors.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

Executive Summary (2 of 2)

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2013 Portfolio Key contributors to outperformance was manager alpha across the board (continued): Attribution DoubleLine Opportunistic Income Fund , a manager with diversified credit exposures, returned +14.6%, exceeding its (Continued) benchmark by 6.3%. It benefitted from the strong performance of its lower-quality subprime assets, as well as from
income generation. Partners Capital Falcon Fund, our diversified portfolio of hedge fund managers, delivered +14.8%, surpassing its peer group index by +4.3%. Discovery (+17.3%), which benefitted from its long Japanese equities, short Japanese Yen position, and Lafayette Street (+14.7%) were the strongest contributors.

Recommended Change OP LD and VEBA asset allocation ranges in policy tables (minor changes for consistency) Actions Separate out Credit as a separate asset class under Fixed Income.
Use the same ranges for Hedged Equities and Private Equity in both the OP LD and VEBA pools. Commit $7.5M to THL Credit (Direct Lending) to reallocate to more attractive segment within Credit asset class THL Credit is a direct lending fund that will invest in a mix of first lien, second lien and mezzanine debt sourced from US corporate borrowers. Given the multi year rally and record low yields in the liquid credit market, we believe that private direct lending provides better expected returns at similar levels of risk. THL Credit has assembled a proven team covering major US markets to exploit this opportunity. Commit $3M to Harbour Group (Private Equity) as part of program to increase PE allocation over next 3 years Harbour Group is a well-established lower mid-market PE fund in St. Louis with significant experience and success in operationally intensive investments. We are seeking to make approx. $4M of commitments to corporate Private Equity in 2013 as part of our plan to increase PE and PERE investments to target levels over the next 3 years. We see Harbour Group as a core allocation and would seek 1-2 additional commitments later in the year out of several high quality prospects that are still in the early stages of their fundraising.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

Key Decisions Requested from Finance Committee


Key decisions requested from Finance Committee: 1) Approve minor changes to the OP LD and VEBA asset allocation policy tables. There are some minor items in the OP LD and VEBA tables that we recommend adjusting for consistency with OP MD. The revised asset allocation tables for OP LD and VEBA incorporate two minor changes: (1) separating out Credit as a separate asset class under Fixed Income to show a consistent presentation to the one for OP MD, and (2) using the same ranges for Hedged Equities and Private Equity in both the OP LD and VEBA pools to make those tables identical. Currently, the ranges are slightly different. 2) Approve $7.5M commitment to THL Credit (Direct Lending) $3.0M to OP LD and $4.5M to VEBA We would reallocate a portion of RF SUNYs exposure to Credit to THL Credit, a direct lending fund that will invest in a mix of first lien, second lien and mezzanine debt sourced from U.S. corporate borrowers. Given the multi year rally and record low yields in the liquid credit market, we believe that private direct lending provides better expected returns at similar levels of risk, and THL Credit has assembled a proven team covering major U.S. markets to exploit this opportunity. 3) Approve $3M commitment to Harbour Group (Private Equity) $1.0M to OP LD and $2.0M to VEBA We are seeking to make approx. $4M of commitments to corporate Private Equity in 2013 as part of our plan to increase PE and PERE investments to target levels over the next 3 years. We recommend an allocation to Harbour Group, a well-established lower mid-market PE fund in St. Louis with significant experience and success in operationally intensive investments.

FC-41

Yes/No:

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

Agenda
Performance and Portfolio Update (April FY2013) (Pages 6-14) Decision #1: Asset Allocation Policy Table Changes for OP LD and VEBA (Pages 16-18) Decision #2: THL CreditDirect Lending Credit (Pages 20-23) Decision #3: Harbour GroupLower Mid Market Private Equity (Pages 25-29) Appendix - Additional Manager and Portfolio Performance and Attribution Detail - Macroeconomic Overview - Additional Information: OP LD Details, Illiquid Commitment Planning, Balance Sheets

FC-42

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

RF SUNY Investment Performance versus Benchmarks and Markets


FY 2010 OP Medium Duration Long Term Policy Target: 7% p.a. 1 Index of Asset Class Indices 7.4% 7.0% 9.4% FY 2011 10.0% 7.0% 9.4% FY 2012 2.9% 7.0% 5.3% 1H FY 2013 4.8% 3.4% 4.3% 2H FY 2013 (Jan-Apr) 3.5% 2.3% 3.7% FYTD 2013 (July-Apr) 8.5% 5.8% 8.2%

FC-43

Ann Return Ann Volatility Since FY10 (Std. Dev.) (Jul 09-Apr 13) 7.5% 7.0% 8.4% 3.1% -1.9%

OP Long Duration Long Term Policy Target: 10% p.a. 1 Index of Asset Class Indices

N/A N/A N/A

N/A N/A N/A

-1.9% 10.0% 0.9%

8.1% 4.9% 7.5%

5.6% 3.2% 6.0%

13.1% 8.3% 12.2%

N/A N/A N/A

10.6% -8.0%

Operational Pool (Combined)

7.4%

10.2%

1.6%

5.7%

4.2%

10.2%

7.6%

4.0%

VEBA Trust Long Term Policy Target: 10% p.a. 1 Index of Asset Class Indices

7.4% 10.0% 10.1%

14.6% 10.0% 13.5%

-1.6% 10.0% 0.9%

7.5% 4.9% 5.9%

5.2% 3.2% 6.1%

13.1% 8.3% 12.2%

8.6% 10.0% 9.5%

7.3% -5.7%

70% Stock / 30% Bond Index Global Equities US Treasuries US High Yield Hedge Funds

12.0% 12.6% 9.3% 26.7% 4.7%

15.9% 21.1% 3.8% 15.6% 6.7%

2.0% -2.8% 12.3% 7.3% -4.5%

6.6% 9.1% 0.9% 8.0% 4.2%

8.1% 11.1% 1.2% 4.0% 5.6%

15.2% 21.1% 2.2% 13.9% 11.0%

11.6% 13.1% 7.1% 16.4% 4.5%

6.4% 11.3% 4.7% 8.1% 6.5%

Notes: 1. New policy targets of 6% for OP MD and 7.5% for VEBA were implemented as of May 1, 2013. 2. 70% Stock / 30% Bond Index comprises 70% MSCI AC World NR LC and 30% Barclays Treasury 5-10 Year. Global Equities reflects performance of the MSCI AC World Index NR LC. US Treasuries reflects performance of the Barclays Treasury 5-10 Year Index. US High Yield reflects performance of Barclays U.S. Corporate High Yield TR. Hedge Funds reflects performance of the HFRI Fund of Funds Composite, gross of estimated 1% annual fund of funds fee layer.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

OP MD Performance by Asset Class FYTD 2013 (April)

FC-44

The Operational Pool Medium Duration portfolio was up +8.5% in FYTD 2013 (April), compared to an index of asset class indices up +8.2%.

Asset Class

30 April 2013 Balance

Actual Asset Allocation %

Fiscal Year 2013 Performance

Benchmark Fiscal Year 2013 Performance

Fiscal Year 2013 Difference

Benchmark

Fixed Income

$7,087,677

9.0%

-0.7% 7.4%

-0.5% 4.3% 8.7% 11.0% 9.5% 21.1% 3.3% 3.3% 30.2% NA 8.2%

-0.2% 3.2% -1.3% 3.9% 0.9% 0.4% 0.0% -0.7% -5.8% NA 0.3%

Barclays U.S. Treasury Strips 20-30 Yr T-Bills + 500bps Peer Group HFRI FoF Diversified HFRI FoF Strategic 1 Blended Credit Benchmark MSCI AC World NR LC Barclays US TIPS TR GS Commodity Index MSCI World Real Estate NR LC NA Index of Indices - Medium Duration OP2

Absolute Return

$17,289,972

21.9% 7.4%

Hedged Equities Global Equities (Credit) Global Equities TIPS Commodities Liquid Real Estate Cash Operational Pool (Medium Duration) Total

$4,920,063 $17,045,099 $14,720,195 $4,870,690 $3,609,668 $3,245,680 $6,272,810 $79,061,854

6.2% 21.6% 18.6% 6.2% 4.6% 4.1% 7.9% 100.0%

14.9% 10.4% 21.5% 3.3% 2.6% 24.4% NA 8.5%

1. 2.

HFRI Fund of Funds Strategic Index: Estimated 1% annual fund of funds management fee layer removed. Index of Asset Class Indices is constructed by calculating the benchmark return for each asset class at the current target allocation to that asset class.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

OP MD Performance Attribution Summary FYTD 2013 (April)

FC-45

The Operational Pool Medium Duration outperformed its index of indices by +0.3%. Outperformance was driven primarily by manager selection, with Hedged Equities (+4.3%) and Absolute Return (+2.9%) being the two largest contributors.

FYTD 2013 (April)


9.0% 8.2% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% -1.0%

-0.8%

1.3%

--0.2%

8.5%

Index of Indices at target allocation

Variance due to asset allocation

Variance due to manager selection

Timing of investments and advisory fees (-0.4% due to advisory fees collected during the period)

Actual net return

1.

Manager performance and blended benchmark represents pro forma manager and benchmark performance at your actual average asset allocation each month, compounded monthly excluding advisory fees and intra-period timing effects.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

OP MD Asset Allocation: Policy Changes Reduce Fixed Income Exposure


100%

FC-46

$78.1M
Liquid Real Estate 4% Commodities 5% TIPS 6%

$78.1M
Liquid Real Estate 4% Commodities 5% TIPS 7%

$78.1M
Liquid Real Estate 4% Commodities 5% TIPS 7%

80%
Global Equity 20% Global Equity 21% Global Equity 20%

60%
Credit 23% Credit 23% Credit 23%

40%
Hedged Equity 11% Hedged Equity 11% Hedged Equity 12%

20%

Absolute Return 22%

Absolute Return 22%

Absolute Return 22%

Fixed Income (30 Year) 8%

Fixed Income (30 Year) 5% Cash 3%

Fixed Income (30 Year) 5% Cash 3%

0%

Cash 0%

Current

After Actions Past performance is not indicative of future returns

Long Term Target Allocation

PARTNERS CAPITAL

This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

Operational Pool Mix between OP MD and OP LD

FC-47

The Combined Operational Pool column to the right is the current dollar allocation, and the two columns to the left are the current allocations in OP MD and in OP LD.
Percent of Total
100%

$78.1M
PERE 0%
Commodities 5% Inflation-Linked 6%

$80.5M
PERE 2%
Core Real Estate 7% Commodities 6% Inflation-Linked 6% Private Equity 2%

$158.6M
PERE 1%
Core Real Estate 6% Commodities 5% Inflation-Linked 6% Private Equity 1%

Core Real Estate 4%

80%
Global Equity 21%

Global Equity 28%

60%
Credit 23%

Global Equity 35%

Credit 16%

40%
Hedged Equity 11%

Credit 9% Hedged Equity 13% Hedged Equity 15%

20%

Absolute Return 22% Absolute Return 10% Fixed Income 8% Fixed Income 7%

Absolute Return 16%

Fixed Income 8% Cash 1%

0%

Cash 0%

Operational Pool: Medium Duration (Current)

Operational Pool: Long Duration (Current) Past performance is not indicative of future returns

Combined Operational Pool at Current $ Allocation

PARTNERS CAPITAL

This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

10

VEBA Performance by Asset Class FYTD 2013 (April)


The VEBA Trust portfolio was up +13.1% in FYTD 2013 (April), compared to an index of asset class indices up +12.3%.

FC-48

Asset Class Fixed Income

30 April 2013 Balance $8,784,277

Actual Asset Allocation % 6.9%

Benchmark Fiscal Year 2013 Fiscal Year 2013 Fiscal Year 2013 Performance Performance Difference 0.8% 8.2% -1.2% 4.3% 8.7% 11.0% 9.5% 21.1% 3.3% 3.3% 30.2% NA 12.5% 7.6% 11.4% 12.3% 2.0% 3.9% -0.5% 3.9% 2.6% 0.2% 0.0% -0.5% -4.5% NA 1.2% 2.3% 4.1% 0.8%

Benchmark Barclays US Treasury Long Index TR3 T-Bills + 500bps Peer Group HFRI FoF Diversified HFRI FoF Strategic 1 Blended Credit Benchmark MSCI AC World NR LC Barclays US TIPS TR GS Commodity Index MSCI World Real Estate NR LC NA Index of Indices - VEBA (Liquid)2 Blended Private Equity Benchmark Blended Private Equity Real Estate Benchmark Index of Indices - VEBA2

Absolute Return

$11,902,723

9.3% 8.2%

Hedged Equities Global Equities (Credit) Global Equities TIPS Commodities Liquid Real Estate Cash VEBA Portfolio (Liquid) Private Equity Private Equity Real Estate VEBA Portfolio Total

$19,004,931 $10,998,791 $43,013,707 $8,574,270 $6,851,085 $8,912,886 $1,746,765 $119,789,435 $4,884,924 $2,916,886 $127,591,245

14.9% 8.6% 33.7% 6.7% 5.4% 7.0% 1.4% 93.9% 3.8% 2.3% 100.0%

14.9% 12.0% 21.4% 3.3% 2.8% 25.7% NA 13.7% 9.9% 15.4% 13.1%

1. 2. 3.

Prior to August 2012, Fixed Income benchmark was the Barclays Capital Treasury 5-10 Year TR (July 2012). HFRI Fund of Funds Strategic Index: Estimated 1% annual fund of funds management fee layer removed. Index of Asset Class Indices is constructed by calculating the benchmark return for each asset class at the current target allocation to that asset class.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

11

VEBA Performance Attribution Summary FYTD 2013 (April)

FC-49

The VEBA Trust outperformed its index of indices by +0.8%. Outperformance was driven primarily by manager selection in Hedged Equities (+4.3%), Credit (+4.0%), and Absolute Return (+3.7%).

FYTD 2013 (April)


14.0% 13.0% 12.0% 11.0% 10.0% 9.0% 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% -1.0% 12.3%

-0.5%

1.4%

--0.1%

13.1%

Index of Indices at target allocation

Variance due to asset allocation

Variance due to manager selection

Timing of investments and advisory fees (-0.4% due to advisory fees collected during the period)

Actual net return

1.

Manager performance and blended benchmark represents pro forma manager and benchmark performance at your actual average asset allocation each month, compounded monthly excluding advisory fees and intra-period timing effects.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

12

VEBA Asset Allocation: Current Policy Skews to Equities versus Long Term Targets
$128.1M
100%
PERE 3% Liquid Real Estate 7% Commodities 5%

FC-50

$128.1M
PERE 3% Liquid Real Estate 6% Commodities 5% TIPS 7% Private Equity 3%

$128.1M
PERE 9% Liquid Real Estate 3% Commodities 5% TIPS 5% Private Equity 10%

80%

TIPS 7% Private Equity 3%

60%

Global Equity 34%

Global Equity 34%

Global Equity 25%

Credit 0%

40%
Credit 9%

Credit 9%

Hedged Equity 16%

Hedged Equity 15%

Hedged Equity 15% Absolute Return 15%

20%
Absolute Return 9% Absolute Return 9% Fixed Income (30 Year) 7% Cash 2%

Fixed Income (30 Year) 7%

Fixed Income (30 Year) 10% Cash 2%

0%

Cash 2%

Current

After Actions Past performance is not indicative of future returns

Long Term Target Allocation

PARTNERS CAPITAL

This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

13

Key Manager Attribution FYTD 2013 (April)

FC-51

Managers performed strongly across the board, with Partners Capital pooled vehicles in Absolute Return and Hedged Equities producing significant outperformance, along with Doubleline (Credit) and Matthews (Global Equities). Core Property was the significant underperformer.
FYTD 2013 (to April 30) Asset Class $ Invested (OP MD) Manager Return Benchmark Return Difference +4.3% (+8.7% Diversified Peer Group) Weighted Attribution vs. Index

Manager Partners Capital Harrier Fund (C)

Comments Diversified portfolio of absolute return hedge fund managers. Visium Balanced Fund (+13.0% FYTD) and OXAM (+11.6% FYTD), both equity market neutral managers, were two of the strongest contributors to performance. Invests primarily in RMBS. Doubleline has seen strong performance from price appreciation across the lower quality subprime assets, as well as from high income on select agency exposures. Diversified portfolio of equity hedge fund managers. Discovery (+34.5% FYTD) and Lafayette Street (+18.8% FYTD) were two of the strongest contributors to performance. Discovery has benefited from long Japanese equities and short the Japanese Yen positions. Invests in equities of companies domiciled in Asia. The portfolios relative outperformance was driven by stock selection, particularly within Indonesia and Thailand where Matthews materially outperformed local market indices.

Absolute Return

$14.8M

+8.0%

+3.7%

+0.7%

Doubleline Opportunistic Income Fund

Credit

$2.9M

+14.6%

+6.3%

+8.3%

+0.3%

Partners Capital Falcon Fund (C)

Hedged Equities

$4.9M

+14.8%

+10.5%

+4.3%

+0.3%

Matthews Pacific Tiger Fund

Global Equities

$2.2M

+20.7%

+16.9%

+3.8%

+0.1%

iShares Cohen & Steers Realty Majors Index Fund

Invests in US focused REITs. The portfolios Liquid Real underperformance was driven by mix of property types in the underlying REITs versus the benchmark, with an Estate overweight to apartments a significant detractor.

$1.6M

14.9%

19.8%

-4.9%

-0.1%

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

14

Agenda
Performance and Portfolio Update (April FY2013) (Pages 6-14) Decision #1: Asset Allocation Policy Table Changes for OP LD and VEBA (Pages 16-18) Decision #2: THL CreditDirect Lending Credit (Pages 20-23) Decision #3: Harbour GroupLower Mid Market Private Equity (Pages 25-29) Appendix - Additional Manager and Portfolio Performance and Attribution Detail - Macroeconomic Overview - Additional Information: OP LD Details, Illiquid Commitment Planning, Balance Sheets

FC-52

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

15

Approve Revised OP LD Asset Allocation Ranges


OPERATIONAL POOL (LONG DURATION) Long Term Target % (Current) 2.0% Long Term Target % (Reclassified2) 2.0% Ranges (Current) 0-10%

FC-53

Asset Class Cash

Ranges (Proposed) 0-10%

Fixed Income Government Bonds Credit

10.0% 10.0% 0.0%1

10.0% 10.0% 0.0%

5-20% 5-20% 0%1

5-30% 5-20% 0-15%

Equities Global Equities Hedged Equities Private Equity

51.0% 25.0%1 16.0% 10.0%

51.0% 25.0% 16.0% 10.0%

40-60% 20-33%1 10-20% 0-15%

40-60% 20-33% 10-30% 0-15%

Absolute Return

15.0%

15.0%

5-25%

5-25%

Real Assets Inflation-Protected Commodities Global Real Estate

22.0% 5.0% 5.0% 12.0%

22.0% 5.0% 5.0% 12.0%

15-25% 3-10% 2-7% 4-14%

15-25% 3-10% 2-7% 4-14%

Notes: 1The current Global Equities asset class target includes investments in Credit, which is listed as a separate asset class in the proposed asset allocation policy. 2Reclassified Long Term Target % shows the approximate current Credit allocation target within Global Equities as a separate exposure

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

16

Approve Revised VEBA Asset Allocation Ranges


VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION (VEBA) TRUST Long Term Target % (Current) 2.0% Long Term Target % (Reclassified2) 2.0% Ranges (Current) 0-10%

FC-54

Asset Class Cash

Ranges (Proposed) 0-10%

Fixed Income Government Bonds Credit

10.0% 10.0% 0.0%1

10.0% 10.0% 0.0%

5-20% 5-20% 0%1

5-30% 5-20% 0-15%

Equities Global Equities Hedged Equities Private Equity

51.0% 25.0%1 16.0% 10.0%

51.0% 25.0% 16.0% 10.0%

40-60% 20-33%1 10-30% 0-10%

40-60% 20-33% 10-30% 0-15%

Absolute Return

15.0%

15.0%

5-25%

5-25%

Real Assets Inflation-Protected Commodities Global Real Estate

22.0% 5.0% 5.0% 12.0%

22.0% 5.0% 5.0% 12.0%

15-25% 3-10% 2-7% 4-14%

15-25% 3-10% 2-7% 4-14%

Notes: 1The current Global Equities asset class target includes investments in Credit, which is listed as a separate asset class in the proposed asset allocation policy. 2Reclassified Long Term Target % shows the approximate current Credit allocation target within Global Equities as a separate exposure

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

17

OP MD Asset Allocation Policy and Ranges (Agreed Apr 2013)

FC-55

MEDIUM DURATION OPERATIONAL POOL Asset Class Cash Long Term Target % 3% Ranges 0-10%

Fixed Income Government Bonds Credit

27.5% 5% 22.5%

15-45% 0-20% 10-30%

Equities Global Equities Hedged Equities Private Equity

31.5% 20% 11.5% 0%

20-40% 15-30% 0-15% 0%

Absolute Return

22%

5-25%

Real Assets Inflation-Protected Commodities Global Real Estate

16% 7% 5% 4%

10-25% 5-15% 2-7% 2-10%

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

18

Agenda
Performance and Portfolio Update (April FY2013) (Pages 6-14) Decision #1: Asset Allocation Policy Table Changes for OP LD and VEBA (Pages 16-18) Decision #2: THL CreditDirect Lending Credit (Pages 20-23) Decision #3: Harbour GroupLower Mid Market Private Equity (Pages 25-29) Appendix - Additional Manager and Portfolio Performance and Attribution Detail - Macroeconomic Overview - Additional Information: OP LD Details, Illiquid Commitment Planning, Balance Sheets

FC-56

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

19

THL Credit Greenway Fund II Recommend $3.0M for OP MD and $4.5M for VEBA
Illiquid Credit: Direct Lending
Opportunity Attractive supply/demand imbalance in lending for small and medium size businesses, driven by challenges facing traditional lenders (banks, hedge funds and CLOs) due to structural changes and regulatory issues. This is driving wide spreads and a high illiquidity premium on privately originated middle market debt. Fund expected net return of 10-12% from direct lending to middle market companies. The majority of the fund will be exposed to first lien and second senior secured debt, as well subordinated debt. Greenway I Fund exposure of: Senior Secured/1st Lien 38%, Senior Secured/2nd Lien 23%, Senior Subordinated 37%, Equity 1%. Average company size of about $20M LTM EBITDA.1, 6 Team expects to source about 70% of deals through sponsors, and 30% of deals will be unsponsored. Fund has completed deals with 29 different sponsors. Greenway II first close was in Q1 2013. Total commitments are currently $71.3M. THL aims to do a final close June 30, 2013 at approximately $200M. We expect the fund to call around 50-60% of capital at closing. The team underwrites credits and monitors debt investments across several key credit metrics, including loan-to-value, strength of covenants, guarantees from PE sponsors and asset coverage. Jim Hunt founded THL Credit in 2007. Previously CEO of Bison Capital, a middle-market mezzanine fund, which he co-founded in 2001. Prior to, was President of SunAmerica Corporate Finance, responsible for high-yielding investments including private placements, acquisition financing, term loans, structured finance and corporate acquisitions. BBA from Univ. of Texas; MBA Wharton. Sam Tillinghast leads transaction origination for the Southeast region and heads the Houston investment team. Prior to joining THL Credit, Tillinghast was the Head of the Private Placement Group for AIG where he was responsible for private debt investments, project finance transactions and private asset-backed securitizations. Previously, worked with Hunt at SunAmerica. Chris Flynn leads both transaction origination for the Northeast and Central regions and heads the Boston investment team. Prior to, Flynn worked with Tillinghast at AIG, served as a Vice President in the Leveraged Capital Group. Hunter Stropp leads transaction origination for the Western region and heads the Los Angeles investment team. Prior to, Stropp served as Investment Manager in the Private Equity Group of GE Asset Management Inc. GE was Bison Capitals largest LP. Aside from Houston, Boston, and Los Angeles, key professionals in New York and Chicago to cover national souring and underwriting. Well-regarded team in the industry with strong sponsor and intermediary relationships for national sourcing capabilities. The Greenway Funds invest alongside the THL Credit BDC ($400M market cap2) providing scale and ability to close larger deals without need to coordinate addition lender financing. 3 Greenway I4: 11.7% net IRR. 50% of capital returned to investors as of year-end 2012. No THL Credit defaults since 2009. 1% quarterly management fee on invested capital. 5% carried interest subject to 8% preferred return with management catch-up. Fund will receive 2/3rds of all upfront fees, original issue discount fees paid by issuers. 1/3 of fees are paid to the THL Credit BDC. 2 year investment period. Fund life is 8 years. Subject to extension three additional one-year periods.

FC-57

Strategy

People

Edge

Performance1 Key Terms

Notes: 1. Source: THL Credit market materials. 2. At May 2013. 3. THL follows a formulaic process to allocate deals across the BDC, Greenway funds, and co-invest. 4. Greenway I raised $150 of committed capital. The funds first deal closed March 2011. 6. LTM = Last Twelve Months.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

20

Greenway I Portfolio Security, Leverage, and Industry Mix

FC-58

To date, Greenway I Fund exposure is 38% Senior Secured 1st Lien, 23% Junior Secured 2nd Lien, and 37% Senior Subordinated. The Greenway II portfolio may vary based on market dynamics.

Percent of Total
100%
Less than 2.0x 10% Consumer Products 3% Aerospace & Defense 3% Business Services 5% Media 5% Manufacturing 7% Healthcare 11% Election Services 11%

80%

Senior Secured/1st Lien 38%

2.0x to 2.5x 11%

2.5x to 3.0x 21%

60%
3.0x to 3.5x 2%

Junior Secured/2nd Lien 23%


40%

3.5x to 4.0x 13%

Retail 16%

Food & Beverage 18%

20%

Senior Subordinated 37%

Greater than 4.0x 43% Restaurants 22%

0%

Equity 1% Security Mix Leverage Mix Industry Mix

Notes: Greenway I mix as of December 31, 2012, as provided by the manager.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

21

THL Credit Greenway II Return Assumptions (actual results may vary)

FC-59

Greenway investors are subject to stated 1.0% management fee and 5% incentive with an 8% preferred return. The Greenway fund also pays the BDC 1/3 of Upfront/Original Issue Discounts (OID) fees. The BDC absorbs all origination/travel expenses as well as broken deal costs.
15%
Return Component IRR

-0.7% +2.0% 12.0% -2.0%

Coupon (contractual yields)1

12.0%

-1.2%
10%

Upfront/Original Issue Discounts (OID) Fees

2.0%

-0.5%

9.6%
Gross IRR 14.0%

1/3 of Upfront/Original Issue Discounts (OID) paid from Greenway II to THL Credit BDC Estimated Annual Loan Loss Rate Annual default rate for middle market loans (19952009) is 4.1% with 85% recovery, or 0.57% loss rate. Using a conservative estimate of 2.0%. Management Fee (1% annual) / Other expenses (0.2% annual)

-0.7%

-2.0%

5%

-1.2%

Incentive (5% over 8% preferred return)

-0.5%

0%

Annual Average Yield

Upfront Fees

Fee Spilt

Annual Management Carried Loan Loss Fees Interest Rate / Expenses

Net IRR

Net IRR

9.6%

Notes: 1. Base case return assumptions.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

22

THL Credit Greenway II: Summary of Fund Terms / Key Information


Key Terms Target Return 10-12% expected net returns with more conservative credit metrics than the high yield bond market.

FC-60

Fund Size

Target size is $200M. Currently closed on about $75M. Last close targeted for June 30, 2013.

Distributions

Profits distributed within 30 days after the end of each calendar quarter.

Fees

1% quarterly management fee on the average daily invested capital during the calendar quarter. Management fees on invested capital only, not on undrawn commitments. 5% carried interest subject to 8% preferred return (95%/5% catch-up). Full clawback over life of fund of performance fees. Fund will receive 2/3rds of all upfront fees, original issue discount fees paid by issuers. 1/3 of fees are paid to the THL Credit BDC.

Leverage

The fund does not use leverage.

Investment Period

2 year investment period. Current expectation is deploy capital within first 18 months. Capital commitments drawn from the Limited Partners during the period beginning on the Initial Closing through the second anniversary of the last day of the month of the Initial Closing.

Fund life

Fund life is 8 years. Subject to extension by TCRD and the Limited Partners holding the majority of LLC Interests for up to three additional one-year periods. Commitments from Thomas H Lee Partners representing ~5% of target fund size. Senior members of THL Credit required to keep, at minimum, the equivalent of their annual salary invested in the BDC.

GP Commitment

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

23

Agenda
Performance and Portfolio Update (April FY2013) (Pages 6-14) Decision #1: Asset Allocation Policy Table Changes for OP LD and VEBA (Pages 16-18) Decision #2: THL CreditDirect Lending Credit (Pages 20-23) Decision #3: Harbour GroupLower Mid Market Private Equity (Pages 25-29) Appendix - Additional Manager and Portfolio Performance and Attribution Detail - Macroeconomic Overview - Additional Information: OP LD Details, Illiquid Commitment Planning, Balance Sheets

FC-61

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

24

Harbour Group Investments IV, L.P. Recommend $1.0M for OP LD and $2.0M for VEBA
Strategy
Harbour Group is a St. Louis based, middle market buy-out private equity firm founded in 1976, and has acquired and built more than 170 companies in 37 different industries. The teams strategy is intensely operationally focused and comprised of seasoned industry experts who drive value through a buy-and-build, active management approach. The team targets companies headquartered in North America with enterprise values between $30-$500m. Targets are usually market leaders with clear competitive advantages in product-oriented businesses (generally manufacturing/value-added distribution), as well as process-oriented business services companies. The team particularly focuses on $10 to $30 million EBITDA core businesses because HG believes this size of business can benefit the most from operational improvements Jeff Fox (CEO and Chairman) Mr. Fox joined Harbour Group in 1985. He has also served as a Group President of Harbour Group where he had operating responsibilities over the following groups: Construction Equipment Group, Mining Equipment Group, Plastic Molding Group, Automotive Accessories Group, Textile Machinery Group, Building Components Group, Plastic Processing Group, Music Products Group and Lubricating Systems Group. USC BS and U of St. Louis MBA. Sam Hamacher (President, Acquisitions) joined Harbour Group in 1988 as Vice President of Finance. In 2007 was promoted to his current role as President. Since 1992, he has had oversight responsibilities for over 130 acquisitions in 29 industries, five initial public offerings, four secondary offerings, three cash mergers, and 19 private divestitures. Prior to 1988. Prior to joining Harbour Group, Mr. Hamacher spent ten years with Emerson Electric Company (NYSE). BA from the U of Missouri and MBA degree from St. Louis U. Michael P. Santoni (COO/CFO) Mr. Santoni joined Harbour Group as Director of Accounting in 1996. He has had financial responsibilities for the following groups: Industrial Springs Group, Automotive Accessories Group, Building Components Group, Specialty Distribution Group, and the Lighting Products Group. In 2006, Mr. Santoni was promoted to CFO and named COO in 2011. Prior to joining HG, he was at Price Waterhouse. BS Indiana U. Mark Leeker (Senior Managing Director, Acquisitions) Mr. Leeker joined Harbour Group in 1998. He joined as the Director of Corporate Development and in 2003 was promoted to Managing Director. In 2011 he was promoted to Senior Managing Director. Prior to joining Harbour Group, Mr. Leeker spent five years at Price Waterhouse in the M&A group.. B.S. from University of Tulsa and is a Certified Public Accountant (inactive). High Operational Value-add: Over 50% of the professionals are in operations. The monitoring process and involvement goes much deeper than quarterly meetings. HG sets goals for the next 5 years, holds quarterly Presidents Forums, monthly operations meetings and many times daily conversations with the key managers to monitor progress towards achievement of the goals and discuss any strategy shifts necessary. Senior Horizontal Acquisition Approach: The team utilizes an extremely robust sourcing strategy. With 3,200 (intermediaries/I-banks/business brokers), resulting in +12,000 acquisitions reviewed for Funds III, IV, V. Acquisition rate of less than one in 500 opportunities. Acquisitions teams are not organized vertically (MDanalyst), but rather are comprised of all senior functional experts across acquisition, operations, and finance departments Add-On: The acquisitions group acts as the corporate development arm of the operating company, aggressively scouting for complementary businesses and new growth opportunities. For Funds III, IV, and V, Harbor Group reviewed 1,852 complementary acquisition opportunities and acquired 64 add-on businesses or product lines for the portfolio companies Vintage 1984 1988 1994 1999 2006 Invested Capital $54m $112m $297m $265m $460m Distributions $323m $373m $630m $778m $229m Total Valuation $323m $373m $630m $851m $756m Net Multiple 4.9x 3.1x 1.7x 2.2x 1.3x Net IRR 27% 32% 19% 18% 12% Quartile (IRR) N/A 1st 2nd 1st 2nd

FC-62

People

Edge

Performance (as of 12/31/12)

Fund HGI Fund I HGI Fund II HGI Fund III HGI Fund IV HGI Fund V

Key Terms

Target: $650-$750m; GP Commitment: ~$160m. Term: 10 years plus the option of two additional 2-year periods Performance Fee: 20%; Management Fee: 2% (years 1-8), 1.75% (year 9), 1.5% (year 10-extension)

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

25

Harbour Group Firm Overview

FC-63

The Harbor Group team is made up of 30 investment professionals with 23 years average experience. This team is one of the more sizeable, experienced teams in the middle market buyout space. Harbour Group is known for its operational focus and employs 18 dedicated full-time operating professionals. The Harbour Group GP is making a meaningful commitment of $160 million.

Harbour Group
Harbour Group considers itself an operating company rather than a private equity firm The firm was founded by Sam Fox in 1976 and is now led by his son Jeff Fox, who took over firm leadership in 1999. Five funds with 172 investments in middle market companies in 37 industry sub-sectors 30 professionals across investment, finance, and operating functions 23 years average experience with 10 years on average at Harbour Group

30 Private Equity Professionals & 41 Total Employees The Operations, Acquisitions, and Finance teams are each deeply involved in the acquiring, building, and divesting stages of portfolio companies

Finance
6 professionals

Operations
18 professionals

Acquisitions
6 professionals

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

26

Harbour Group Senior-Level Biographies


Jeff Fox CEO and Chairman

FC-64

Joined Harbour Group in 1985. He has also served as a Group President of Harbour Group where he had operating responsibilities over the following groups: Construction Equipment Group, Mining Equipment Group, Plastic Molding Group, Automotive Accessories Group, Textile Machinery Group, Building Components Group, Plastic Processing Group, Music Products Group and Lubricating Systems Group. University of Southern California B.S. and Washington University of St. Louis M.B.A. Joined Harbour Group in 1988 as Vice President of Finance. In 2007 was promoted to his current role as President. Since 1992, he has had oversight responsibilities for over 130 acquisitions in 29 industries, five initial public offerings, four secondary offerings, three cash mergers, and 19 private divestitures. Prior to 1988. Mr. Hamacher spent ten years with Emerson Electric Company (NYSE). B.A. from the University of Missouri and an M.B.A. degree from St. Louis University.

Samuel Hamacher President, Acquisitions

Mark Leeker Senior Managing Director, Acquisitions

Mr. Leeker joined Harbour Group in 1998 as a Director of Corporate Development. In 2003, he was promoted to Managing Director. In 2011, he was promoted to Senior Managing Director Prior to joining Harbour Group, Mr. Leeker spent five years at Price Waterhouse in the M&A group. B.S. from University of Tulsa and is a Certified Public Accountant (inactive).

Michael Santoni COO & CFO

Joined Harbour Group as Director of Accounting in 1996. In 2006, was promoted to CFO and named COO in 2011. He has had financial responsibilities for the following groups: Industrial Springs Group, Automotive Accessories Group, Building Components Group, Specialty Distribution Group, and the Lighting Products Group. Prior to joining HG, he was at Price Waterhouse and has is a CPA. B.S. Indiana University.

The Fox family remains heavily involved with Harbour Group. HG was founded by Sam Fox (now retired). Three of his sons work at the firm: Jeff (CEO), Greg (Group President, Operations) and Steve (MD, Acquisitions). We have met each of the brothers and are comfortable with : 1. Greg and Steve are capable professionals and have each worked at the firm for over 20 years. 2. Total GP and affiliate commitments to Fund VI are $160 million, including substantial amounts from management outside the family. 3. Harbour Group has a transparent succession plan which does not include the Fox family. Jeff Fox will be succeeded by Sam Hamacher, who will be succeeded by Mark Leeker.
Past performance is not indicative of future returns
This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

PARTNERS CAPITAL

27

Harbour Group Investments VI Terms

FC-65

Term Target Fund Size GP Commitment General Partner (GP) Structure Investment Period Term Key Man Provision

Description $650 million target and $750 million hard cap Final close expected June 30, 2013 $160 million (25% at target fund size, or 21% at hard cap) Harbour Group Investments VI, L.P. Delaware Limited Partnership Five-year investment period from the Funds final closing date Ten years plus two optional two-year extensions (each extension requires approval by two-thirds majority in interest of Limited Partners) Yes, triggered if both Sam Hamacher and Jeff Fox cease to be involved in the business, plus any one of: Mark Leeker, Mike Santoni, Greg Fox, Steve Fox. Investment period may be extended by vote of majority in interest of limited partners. 2.0% management fee on commitments during investment period (years 1-5) Thereafter, 2.0% management fee on invested capital for years 6-8, then 1.75% for year 9, and 1.5% in year 10 and beyond 20% carried interest 8% preferred return, with 100% GP catch-up Deal-by-deal carry with clawback Yes

Management Fee

Carried Interest

Clawback

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

28

Simulated Large versus Small Leveraged Buyout Performance with Current Market Factors
Using conservative LBO input assumptions, we expect buyout firms who have demonstrated abilities to grow operating profits of their portfolio companies will generate 15-20% net IRRs.

FC-66

Model Assumptions Entry Multiples

Large Cap Transaction 8.5x

Small Cap Transaction 7.0x

Source of Assumption
Current pricing for large cap is 8.3x and small cap buyout transactions at 6.9x EBITDA Large cap: exit = entry multiple Small cap: exit at current mid market average for enlarged company size at exit S&P for leverage level JPMorgan & Kayne Anderson for debt pricing S&P for Mezz leverage level JPMorgan & Partners Group for debt pricing Partners Capital S&P 500 base case of 3.5% p.a. plus 2.5% / 4.5% premium for PE operating outperformance. (Still lower than public market consensus) Based on fee rates seen in recent fundraises for large cap vs lower mid-market buyout funds

Exit Multiples Senior Leverage EBITDA Multiple and Pricing HY / Sub Debt EBITDA Multiple and Pricing EBITDA CAGR over 5 year hold period Private Equity Fund Fees: Management / Performance Net Cash Multiple Net IRR to Investors

8.5x

8.0x

4.0x @ L+450 bps 1.0x @ 6.5%

3.5x @ L+650 bps 1.0x @ 13%

6.0%

8.0%

1.5% / 20%

2.0% / 20%

2.1x 14%

3.0x 22%

Source: Partners Capital leveraged buyout model using assumptions listed above. Corporate income tax rate assumed is 35%.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

29

Agenda
Performance and Portfolio Update (April FY2013) (Pages 6-14) Decision #1: Asset Allocation Policy Table Changes for OP LD and VEBA (Pages 16-18) Decision #2: THL CreditDirect Lending Credit (Pages 20-23) Decision #3: Harbour GroupLower Mid Market Private Equity (Pages 25-29) Appendix - Additional Manager and Portfolio Performance and Attribution Detail - Macroeconomic Overview - Additional Information: OP LD Details, Illiquid Commitment Planning, Balance Sheets

FC-67

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

30

OP MD After Actions Asset Allocation by Asset Class and Manager

FC-68

Operational Pool (MD) portfolio: $78.1M


7.2% 22.1%
Bryn Mawr Rosemont 3.2%

100%

11.4%

23.1%
DoubleLine Total Return 2.1%

20.9%
DFA US Small Cap Value1.1% Yacktman Focused 1.7%

15.3%
Vanguard TIPS 0.6% Morgan Stanley International REIT 2.0% iShares Cohen & Steers 2.0%

80%

Cash 2.7%

Wellington Iguazu 2.9%

GMO Quality 2.1%

Vanguard High Yield Corporate Fund 3.9%

Matthews Pacific Tiger 2.9%

60%
Partners Capital Falcon Fund (C) 11.4% Sankaty High Income Partnership 4.4% Franklin Templeton 2.9% Vanguard TIPS (Institutional) 4.6%

40%
Vanguard Extended Duration Treasury 4.5%

Partners Capital Harrier Fund (C) 18.9%

Lafayette Street 3.0% Post Limited Term High Yield 4.8% DFA Emerging Markets 3.3% Vanguard TIPS (Admiral) 6.0% DoubleLine Opportunistic Income 5.0% DFA International Small Cap 4.0%

20%

0%
Notes 1. Reflects most recent values and asset allocation.

Cash & Fixed Income

Absolute Return

Hedged Equities

Global Equities (Credit)

Global Equities

Real Assets

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

31

OP MD Performance Attribution Summary by Asset Class


Asset Class Total Portfolio (USD) Pro Forma Blended Pro Forma Portfolio Assets Benchmark Performance (30-Apr-2013) Performance Mgr. Performance vs. Benchmark

FC-69

Weighted Attribution vs. Benchmark

Fixed Income

$7,087,677

-0.8%

-0.5%

-0.3%

-0.0%

Credit

$17,045,099

10.0%

8.9%

1.1%

0.2%

Absolute Return

$17,289,972

7.3%

4.4%

2.9%

0.7%

Hedged Equities

$4,920,063

14.8%

10.5%

4.3%

0.3%

Global Equities

$14,720,195

20.6%

19.7%

0.9%

0.1%

Inflation Linked Bonds

$4,870,690

3.2%

3.3%

-0.0%

0.0%

Commodities

$3,609,668

0.8%

2.9%

-2.2%

-0.1%

Core Property

$3,245,680

24.5%

23.5%

1.1%

0.0%

Cash

$6,272,810

0.3%

--

--

--

Total Liquid Investments

$79,061,854

8.7%

7.4%

1.3%

1.3%

Total Portfolio Value

$79,061,854

8.5%

Actual net portfolio performance

Notes 1. Manager performance and blended benchmark represents pro forma manager and benchmark performance at your actual average asset allocation each month, compounded monthly excluding advisory fees and intra-period timing impacts.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

32

OP MD Equities Managers Performance


Asset Value USD (30-Apr-2013) Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-70

Manager / Benchmark

% of Equities

% of Portfolio

2008

2009

2010

2011

2012

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

DFA International Small Cap Value MSCI EAFE Small Cap NR USD DFA Emerging Markets Value (USD) MSCI EM (Emerging Markets) NR USD Matthews Pacific Tiger Fund MSCI AC Far East ex Japan NR USD Mutual European Fund - Class Z MSCI Europe NR LC GMO Quality Fund - Class IV S&P 500 TR Lafayette Street Fund Russell 3000 TR Yacktman Focused Fund S&P 500 TR DFA US Small Cap Value Russell 2000 TR Total Global Equities

$3,143,045

21.4%

4.0%

-41.7% 39.5% 18.0% -17.5% 22.1% -47.0% 46.8% 22.0% -15.9% 20.0%

11.0% 12.3% -0.1% -0.9% 6.4% 1.3% 6.5% 9.0% 13.6% 12.2% 14.7% 12.1% 14.4% 12.2% 12.5% 12.0%

30.5% 28.5% 14.6% 12.7% 20.7% 16.9% 20.8% 22.0% 17.2% 18.8% 18.4% 19.2% 18.9% 18.8% 26.3% 20.0% 20.6% 19.7%

2.0%

0.0%

7.4% 9.1%

1.8% 2.3% -0.4% -0.3% 7.1% 2.2% 2.1% 0.8% 7.9% 5.1% 7.1% 5.4% 13.9% 5.1% 7.8% 7.3%

$2,567,972

17.4%

3.3%

-53.9% 92.1% 21.8% -25.6% 19.2% -53.3% 78.5% 18.9% -18.4% 18.2%

1.8%

0.0%

1.2% 3.1%

$2,280,506

15.5%

2.9%

-46.1% 75.4% 22.3% -11.3% 21.2% -50.6% 68.9% 19.5% -14.8% 22.0%

3.8%

0.1%

10.8% 6.9%

$1,721,917

11.7%

2.2%

-32.5% 22.8% -38.9% 27.7%

8.6% 6.8% 5.5%

-8.0% 17.8% -9.4% 15.6% 11.8% 11.9% 2.1% 4.0% 1.0% 7.4% 2.1% 16.0% 7.9% 16.3% 10.6% 16.0%

-1.2%

-0.0%

6.7% 6.3%

$1,566,745

10.6%

2.0%

-24.1% 19.8%

-1.7%

-0.0%

14.2% 12.6%

-37.0% 26.4% 15.1% $1,326,275 9.0% 1.7% -32.1% 45.8% 11.4% -37.3% 28.3% 16.9% $1,313,314 8.9% 1.7% -23.6% 62.8% 11.8% -37.0% 26.4% 15.1% $800,422 5.4% 1.0%

-0.8%

0.0%

10.2% 12.5%

0.0%

0.0%

12.5% 12.6%

-36.8% 33.6% 30.9% -7.6% 21.4% -33.8% 27.2% 26.8% -4.2% 16.3%

6.3%

0.1%

10.9% 11.3%

$14,720,195

0.9%

0.1%

Total Global Equities Blended Benchmark

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

33

OP MD Global Equities Portfolio: Current Allocation versus Benchmark Mix

FC-71

The Global Equities allocation is overweight Emerging Markets and US Small Cap relative to the broad global equities benchmark (MSCI All Country World Index).
$14.7M $14.7M $14.7M
Emerging Markets 8.5% Emerging Markets 25.8% Emerging Markets 25.1%

100%

80%

Developed Asia 16.0%

Developed Asia 14.5%

Developed Asia 15.1%

60%
Europe 21.1%

Europe 24.0%

Europe 21.9%

40%
US Small Cap 12.4% US Small Cap 13.0% US Large Cap 51.4%

20%
US Large Cap 26.2% US Large Cap 24.9%

0%
Current Allocation Current Global Equity Allocation Target MSCI All Country World Index (Recommended Benchmark)

Notes 1. Reflects most recent values and asset allocation. US allocation within MSCI equity benchmarks includes Canadian equity market capitalization.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

34

OP MD Credit Managers Performance


Asset Value USD (30-Apr-2013) Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-72

Manager / Benchmark

% of Credit

% of Portfolio

2008

2009

2010

2011

2012

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Post Limited Term High Yield Offshore Fund L 50/50 Intermediate US HY /LIBOR USD Sankaty High Income Partnership, LP 50/50 US HY Index / Lev Loan Index Vanguard High-Yield Corporate Fund Barclays U.S. Corporate HY TR Doubleline Opportunistic Income Fund Ltd HFRI RV: Fixed Income-Asset Backed Iguazu Investors (Cayman) SPC JPM EMBI+ Doubleline Total Return Bond Fund Barclays U.S. Aggregate Bond TR Venor Capital1 HFRI RV: Fixed Income-Corporate Index Total Credit Total Credit Blended Benchmark

$3,761,445

22.1%

4.8%

-7.5% 21.1% 12.3% -11.8% 25.7% 7.2%

6.0% 2.6% 2.9% 3.4% 7.2% 5.0%

9.3% 7.6% 10.4% 12.6% 14.5% 15.8%

2.9% 2.4% 3.2% 3.9% 3.5% 4.8% 4.8% 4.4% 2.9% -0.0% 2.3% 0.9% 6.0% 3.9%

7.4% 6.3% 8.1% 10.5% 11.1% 13.1% 14.6% 6.3% 10.1% 10.4% 6.7% 2.7% 11.0% 10.3% 10.0% 8.9%

1.1%

0.0%

8.8% 5.5%

8.1% 5.8% 12.5% 8.6% 9.2% 11.1% 10.8% 6.5% 10.2% 10.0% 6.5% 5.7% 11.1% 6.1%

$3,465,922

20.3%

4.5%

-4.8% 42.5% 13.4% -27.3% 51.5% 12.5%

-2.4%

-0.1%

8.2% 8.6%

$3,042,392

17.8%

3.9%

-21.2% 39.3% 12.6% -26.2% 58.2% 15.1%

-2.0%

-0.1%

10.7% 11.0%

$2,883,922

16.9%

3.7%

-5.2%

-5.9%

7.9% 6.6%

22.7% 20.6% 7.9% 1.8% 9.2% 9.5% 7.9% 4.2% 10.7% 18.0% 9.2% 4.2%

8.3%

0.2%

18.7% 6.8%

$2,264,821

13.3%

2.9%

5.8%

24.7% 11.9%

-0.3%

-0.0%

7.3% 11.4%

-9.7% 25.9% 11.8% $1,626,597 9.5% 2.1% -5.2% $0 0.0% 0.0% -5.9% 12.3% 6.6%

4.0%

0.1%

11.2% 5.5%

-20.5% 50.3% 18.9% -4.5% 10.6% -24.2% 30.7% 11.8% 0.8% 11.0%

0.7%

0.0%

5.8% 6.9%

$17,045,099

1.1%

0.2%

Performance Evaluation
1. Venor redeemed as of March 31, 2013.

No Issues

Watch List

Redemption

Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

35

OP MD Credit Portfolio: Current Allocation versus Benchmark Mix


100%

FC-73

$17.0M

$17.0M

Emerging Market Debt 20.6%

Leveraged Loans 20.0%

80%

Leveraged Loans 26.5%

60%

High Yield Bonds 40.0%

High Yield Bonds 9.4%

40%

Mortgages 30.6%

20%

Investment Grade Bonds 40.0%

Investment Grade Bonds 12.9%

0%
Current Allocation Credit Benchmark Allocation

1. 2.

Reflects most recent values and asset allocation. For exposure estimates, Post Limited-Term High Yield Bond is treated as 50% investment grade bond and 50% high yield bond. Venor Capital is treated as 75% high yield bond and 25% leveraged loans.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

36

OP MD Hedged Equities and Liquid Real Estate Managers


Asset Value USD (30-Apr-2013) Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-74

Manager / Benchmark

% of Portfolio

2008

2009

2010

2011

2012

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Partners Capital Falcon Fund (C) Ltd HFRI FOF: Strategic Index GROSS Total Hedged Equities Total Hedged Equities Blended Benchmark

$4,920,063

6.3%

-19.3% 14.2% 7.7% -24.4% 14.4% 7.3%

-5.0% 10.0% -6.3% 6.8%

6.4% 5.1%

14.8% 10.5% 14.8% 10.5%

4.3%

0.3%

4.9% 3.3%

2.1% 0.4%

$4,920,063

4.3%

0.3%

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% of Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

FYTD 2013 (Apr)

FYTD 2013 (Apr) Performance vs Benchmark

FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

iShares Cohen & Steers Realty Majors Index Fund NAREIT Composite TR Morgan Stanley Institutional International Real Estate 80/20 FTSE EPRA/NAREIT Euro / FTSE EPRA/NAREIT Asia Total Core Property Total Core Property Blended Benchmark

$1,628,435

2.1%

-41.0% 25.3% 29.2% 10.1% 15.3% -37.8% 27.8% 27.6% 7.3% 19.7%

13.3% 15.3% 12.2% 8.1%

14.9% 19.8% 38.2% 28.8% 24.5% 23.5%

-4.9%

-0.1%

16.4% 17.4%

4.7% 7.3% 0.2% -1.0%

$1,617,245

2.1%

-49.9% 46.4%

9.4% -19.9% 43.9%

9.5%

0.1%

14.1% 13.8%

-51.1% 41.9% 11.0% -13.1% 33.9% $3,245,680

1.1%

0.0%

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

37

OP MD Absolute Return Managers Performance


FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-75

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% Of Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Partners Capital Harrier Fund (C), Ltd

$14,768,189

18.7%

-22.8% 16.4% -20.8% 11.4% -20.0% 12.6% -20.6% 12.6%

8.5% 5.1% 6.5% 6.8% 6.0% 2.9%

0.3% 5.2% -4.0% -4.8% 0.4% -2.1%

5.5% 5.1% 4.8% 4.8% 6.6% 3.0%

3.4% 1.7% 4.2% 4.5% -0.6% 2.9%

8.0% 4.3% 8.7% 8.0% 2.6% 5.0% 7.3% 4.4%

3.7%

0.7%

4.3% 5.1% 2.4% 2.3%

2.0% 1.5% -0.1% -0.3% 5.3% 0.4%

3 Month T-Bill + 500 bps (HFRI FOF: Diversified pre 12/31/09) Peer Group: HFRI FOF Diversified GROSS Peer Group: HFRI FOF Composite GROSS Rosemont Offshore Fund Ltd HFRI EH: Equity Market Neutral Index Total Absolute Return Total Absolute Return Blended Benchmark $17,289,972 $2,521,783

9.9% -5.9%

13.9% 1.4%

-2.5%

-0.1%

3.3% 1.9%

2.9%

0.7%

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

38

Absolute Return: OP MD Absolute Return vs. Benchmarks

FC-76

FYTD 2013 (April), the RF SUNY Absolute Return portfolio (OP MD) has outperformed the policy index, but underperformed the peer group index. Since January 2010, the RF SUNY Absolute Return portfolio has slightly outperformed the policy index but has materially outperformed the peer group index. FYTD 2013 (through December 2012)
16.0% 20.0%

Since January 2010 (Cumulative through December 2012)


18.7%
18.0%

18.4%

14.0% 16.0% 12.0% 14.0% 12.0%

10.0%

8.7%
8.0%

10.2%
10.0% 8.0% 6.0%

7.4%

6.0%

4.3%
4.0%

4.0% 2.0%

2.0%
RF SUNY Operational Pool Absolute Return Portfolio Policy Index (T-Bills + 500bps) Peer Group Index (HFRI Fund of Funds Diversified Gross)

0.0%
RF SUNY Operational Pool Absolute Return Portfolio Policy Index (T-Bills + 500bps) Peer Group Index (HFRI Fund of Funds Diversified Gross)

Notes 1. HFRI Fund of Funds Diversified Index returns are estimated gross of fees (by adding back 1% annual fee layer).

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

39

Absolute Return: OP MD Absolute Return versus Other Investment Options

FC-77

Over the past few quarters, the Absolute Return portfolio continues to produce returns with low volatility and low beta to equities and Treasuries. The OP MD Absolute Return portfolio has gained +7.4% in FYTD 2013 (April) while equities have gained +21.1% and U.S. Long Treasuries have lost -1.2%.

Quarterly Returns (Calendar Year Basis) Q2 (Apr) 2013 0.8% 1.1% 2.4%

Annualized Performance Since Inception (Q2 2009) 7.7% 5.2% 16.8%

Annual Volatility Ann. Std. Ann. Std. Since Since Inception Jan 2010 3.7% 5.4% 13.9% 3.4% 4.9% 13.3%

Since Inception Global Equity Beta 0.16 -0.24 1.00 Global Equity Correlation 0.59 -0.63 1.00

Investment OP MD Absolute Return Portfolio Barclays 5-10 Year Treasury MSCI AC World NR LC

Q2 2009 6.8% -4.7%

Q3 2009 4.3% 2.6%

Q4 2009 2.8% -1.7%

Q1 2010 3.1% 1.6%

Q2 2010 -1.3% 6.6%

Q3 2010 2.6% 4.2%

Q4 2010 4.1%

Q1 2011 0.8%

Q2 2011 0.8% 3.6%

Q3 2011

Q4 2011

Q1 2012

Q2 2012

Q3 2012

Q4 2012 1.5% -0.1% 3.2%

Q1 2013 2.2% 0.1% 8.4%

Since Jan 2010 5.2% 7.6% 9.0%

-1.0% -0.3% 7.9% 1.3%

2.4% -1.3% 2.7% -1.1% 3.9% 0.0%

-3.8% -0.1% 8.0% 3.2%

17.3% 15.1% 4.8%

4.2% -10.5% 9.7%

-0.9% -14.8% 7.4% 10.9% -4.4% 5.9%

Credit Suisse Leveraged Loan Index T 18.6% 10.0% 3.6% Barclays Capital U.S. Corporate High Y 23.1% 14.2% 6.2% CS/Tremont Distressed Index 7.6% 7.9% 5.4%

4.3% 4.6% 5.0%

-1.0% -0.1% -1.9%

3.1% 6.7% 2.5%

3.3% 3.2% 4.4%

2.6% 3.9% 2.7%

0.3% 1.1% 0.4%

-3.8% -6.1% -7.8%

2.7% 6.5% 0.7%

3.5% 5.3%

1.0% 1.8%

3.1% 4.3%

1.5% 3.3% 2.9%

2.4% 2.9% 5.0%

0.8% 1.8% 1.3%

14.0% 21.1% 11.1%

7.2% 12.1% 7.0%

6.2% 9.3% 5.6%

3.9% 6.8% 5.5%

0.32 0.54 0.32

0.71 0.81 0.79

5.9% -1.3% 3.8%

Notes: Intermediate Treasuries are measured by the Barclays 5-10 Treasury TR and Global Equities are measured by the MSCI AC World NR LC.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

40

OP MD Fixed Income and TIPS Managers Performance


Asset Value USD (30-Apr-2013) Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-78

Manager / Benchmark

Holding Ccy

% of Portfolio

2008

2009

2010

2011

2012

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Vanguard Extended Duration Treasury Barclays US Treasury Strips 20-30 Yr Total Fixed Income

USD

$7,087,677

9.1%

55.4% -36.6% 10.2% 55.9% 3.2% 54.5% -35.7% 10.7% 56.2% 3.3%

2.1% 1.5%

-0.8% -0.5% -0.8% -0.5%

-0.3%

-0.2% -0.2%

20.3% 20.3%

12.5% 12.8%

$7,087,677

-0.3%

Total Fixed Income Blended Benchmark

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% of Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

FYTD 2013 (Apr)

FYTD 2013 (Apr) Performance vs Benchmark

FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Vanguard Inflation-Protected Securities Fund Barclays U.S. TIPS TR Vanguard Inflation-Protected Securities Fund Barclays U.S. TIPS TR Total Inflation Linked Bonds

$3,062,156

3.9%

-2.8% 11.0% -2.4% 11.4%

6.3% 6.3% 6.3% 6.3%

13.3% 13.6% 13.3% 13.6%

6.9% 7.0% 6.9% 7.0%

0.5% 0.4% 0.5% 0.4%

3.2% 3.3% 3.2% 3.3% 3.2% 3.3%

-0.0%

-0.0%

7.9% 8.0%

6.2% 6.5% 6.2% 6.5%

$1,808,533

2.3%

-2.8% 11.0% -2.4% 11.4%

-0.0%

0.0%

7.9% 8.0%

$4,870,690

-0.0%

0.0%

Total Inflation Linked Bonds Blended Benchmark

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

41

OP MD Commodities Managers Performance


Asset Value USD (30-Apr-2013) Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-79

Manager / Benchmark

% of Portfolio

2008

2009

2010

2011

2012

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

PowerShares DB Commodity Index Tracking Fund

$3,609,668

4.6%

-31.8% 16.2% 11.9% -2.6% -31.9% 16.2% 11.1% -2.0%

3.5% 4.1%

-5.4% -4.7%

2.0% 2.9% 0.8% 2.9%

-0.8%

-0.0%

2.4% 2.9%

-6.8% -6.3%

DBIQ Optimum Yield Diversified Commodity Index Excess Return Total Commodities Total Commodities Blended Benchmark $3,609,668

-2.2%

-0.1%

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

42

VEBA Portfolio After Actions Asset Allocation by Asset Class and Manager

FC-80

VEBA portfolio: $128.1M


8.4% 100%
THL Credit 1.8%

9.3%

14.8%

9.0%

33.7%
Lafayette Street0.9% Yacktman Focused 2.1% DFA US Small Cap Value 4.3%

3.4%
HG VI 0.3%

21.3%
Related RE Recovery 0.7% Lone Star Real Estate Fund II 0.9% Related Real Estate Recovery 1.2%

Cash 1.9%

80%
Matthews Pacific Tiger 4.8% Sankaty 3.0% Phoenix 1.5%

Morgan Stanley International REIT 3.2%

60%
Partners Capital Harrier 9.3% Partners Capital Falcon Fund 14.8%

iShares Cohen & Steers 3.2%

Franklin Templeton 4.8%

40%

20%

DoubleLine Opportunistic 4.2%

DFA International Small Cap 5.7%

Condor V PE 1.6%

Fidelity Long-Term Treasury Bond 6.5%

DFA Emerging Markets 5.1%

Powershares DB Commodities 5.3%

Vanguard TIPS 6.5%

GMO Quality 6.0%

0%
Notes 1. Reflects most recent values and asset allocation.

Cash & Absolute Fixed Income Return

Hedged Equities

Global Equities (Credit)

Global Equities

Private Equity

Real Assets

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

43

VEBA Upside / Downside Capture vs. 70/30 Equity / Treasuries

FC-81

Since implementing the current asset allocation (approved in May 2012 Investment Committee meeting), VEBA's performance relative to a 70/30 Equity/Treasury portfolio has improved, with VEBA outperforming the 70/30 Index in up months (capturing 86% of upside) and down months (capturing only 67% of downside).

VEBA Trust vs. 70/30 Equity/Treasuries


100%

94%

93% 86%

80%

80%

67%
60%

40%

20%

0%

Risk Level (% of 70/30 Volatility)

Upside Capture (% of 70/30 Returns in Up Months)

Downside Capture (% of 70/30 Returns in Down Months)

Upside Capture (% of 70/30 Returns in Up Months)

Downside Capture (% of 70/30 Returns in Down Months)

FY 2011 FY 2012 (July 2010 June 2012) Prior Asset Allocation Past performance is not indicative of future returns

FYTD 2013 (July 2012 April 2013) Current Asset Allocation

PARTNERS CAPITAL

This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

44

VEBA Performance Attribution Summary by Asset Class


Asset Class Total Portfolio (USD) Pro Forma Blended Pro Forma Portfolio Assets Benchmark Performance (30-Apr-2013) Performance Mgr. Performance vs. Benchmark

FC-82

Weighted Attribution vs. Benchmark

Fixed Income

$8,784,277 $10,998,791 $11,902,723 $19,004,931 $43,013,707 $8,574,270 $6,851,085 $8,912,886 $1,746,765 $119,789,435 $4,884,924 $2,916,886 $7,801,810 $127,591,245

0.8% 11.9% 8.0% 14.8% 21.1% 3.2% 0.8% 25.6% 0.3% 13.4% 9.9% 15.4% 11.9% 13.1%

0.9% 8.0% 4.3% 10.5% 19.7% 3.3% 2.9% 28.3% -11.8% 7.6% 11.4% 9.0%

-0.2% 4.0% 3.7% 4.3% 1.4% -0.0% -2.1% -2.6% -1.6% 2.3% 4.1% 2.9%

-0.0% 0.3% 0.4% 0.6% 0.4% 0.0% -0.1% -0.1% -1.3% 0.1% 0.1% 0.2%

Credit

Absolute Return

Hedged Equities

Global Equities

Inflation Linked Bonds

Commodities

Core Property

Cash

Total Liquid Investments

Private Equity

Private Equity Real Estate

Total Illiquid Investments

Total Portfolio Value

Actual net portfolio performance

Notes 1. Manager performance and blended benchmark represents pro forma manager and benchmark performance at your actual average asset allocation each month, compounded monthly excluding advisory fees and intra-period timing impacts.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

45

VEBA Equities Managers Performance


Asset Value USD (30-Apr-2013) Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-83

Manager / Benchmark

% of Equities

% of Portfolio

2008

2009

2010

2011

2012

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

GMO Quality Fund - Class IV S&P 500 TR DFA International Small Cap Value MSCI EAFE Small Cap NR USD DFA Emerging Markets Value MSCI EM (Emerging Markets) NR Mutual European Fund - Class Z MSCI Europe NR LC Matthews Pacific Tiger Fund MSCI AC Far East ex Japan NR DFA US Small Cap Value Russell 2000 TR Yacktman Focused Fund S&P 500 TR Lafayette Street Fund Russell 3000 TR Yacktman Focused Fund S&P 500 TR Total Global Equities

$7,518,477

17.5%

5.9%

-24.1% 19.8%

5.5%

11.8% 11.9% 2.1% 16.0%

13.6% 12.2% 11.0% 12.3% -0.1% -0.9% 6.5% 9.0% 6.4% 1.3% 12.5% 12.0% 14.4% 12.2% 14.7% 12.1% 14.3% 12.2%

17.2% 18.8% 30.5% 28.5% 14.6% 12.7% 20.8% 22.0% 20.7% 16.9% 26.3% 20.0% 18.9% 18.8% 18.4% 19.2% 18.7% 18.8% 21.1% 19.7%

-1.7%

-0.1%

14.2%

7.9%

-37.0% 26.4% 15.1% $7,287,752 16.9% 5.7%

-41.7% 39.5% 18.0% -17.5% 22.1% -47.0% 46.8% 22.0% -15.9% 20.0%

2.0%

0.1%

7.4% 9.1%

1.8% 2.3% -0.4% -0.3% 2.1% 0.8% 7.1% 2.2% 7.8% 7.3% 13.9% 5.1% 7.1% 5.4% 13.9% 5.1%

$6,567,683

15.3%

5.1%

-53.9% 92.1% 21.8% -25.6% 19.2% -53.3% 78.5% 18.9% -18.4% 18.2%

1.8%

0.1%

1.2% 3.1%

$6,369,678

14.8%

5.0%

-32.5% 22.8% -38.9% 27.7%

8.6% 6.8%

-8.0% 17.8% -9.4% 15.6%

-1.2%

-0.0%

6.7% 6.3%

$6,150,025

14.3%

4.8%

-46.1% 75.4% 22.3% -11.3% 21.2% -50.6% 68.9% 19.5% -14.8% 22.0%

3.8%

0.2%

10.8% 6.9%

$5,242,981

12.2%

4.1%

-36.8% 33.6% 30.9% -7.6% 21.4% -33.8% 27.2% 26.8% -4.2% 16.3%

6.3%

0.2%

10.9% 11.3%

$2,660,433

6.2%

2.1%

-23.6% 62.8% 11.8% -37.0% 26.4% 15.1%

7.4% 2.1% 4.0% 1.0% 7.4% 2.1%

10.6% 16.0% 7.9% 16.3% 10.6% 16.0%

0.0%

0.0%

12.5% 12.6%

$1,216,677

2.8%

1.0%

-32.1% 45.8% 11.4% -37.3% 28.3% 16.9%

-0.8%

-0.0%

10.2% 12.5%

$0

0.0%

0.0%

-23.6% 62.8% 11.8% -37.0% 26.4% 15.1%

-0.1%

-0.1%

12.5% 12.6%

$43,013,707

1.4%

0.4%

Total Global Equities Blended Benchmark

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

46

VEBA Global Equities Portfolio: Current Allocation versus Benchmark Mix

FC-84

The Global Equities allocation is overweight Emerging Markets and US Small Cap relative to the broad global equities benchmark (MSCI All Country World Index).

100%

$43.0M

$43.0M

$43.0M Emerging Markets 8.7%

Emerging Markets 25.1%


80%

Emerging Markets 25.0%

Developed Asia 16.0%

Developed Asia 15.7%


60%

Developed Asia 15.0%

Europe 24.1%

Europe 23.4%
40%

Europe 22.0%

US Small Cap 11.1%


20%

US Small Cap 13.0%

US Large Cap 51.1%

US Large Cap 24.7%

US Large Cap 25.0%

0%
Current Allocation Current Global Equity Allocation Target MSCI All Country World Index (Recommended Benchmark)

Notes 1. Reflects most recent values and asset allocation. US Large Cap allocation within MSCI equity benchmarks includes Canadian equity market capitalization.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

47

VEBA Credit Managers Performance


FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-85

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% of Credit

% of Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

FYTD 2013 (Apr)

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Doubleline Opportunistic Income Fund Ltd HFRI RV: Fixed Income-Asset Backed Sankaty High Income Partnership, LP 50/50 US HYIndex / Leveraged Loan Index Total Credit Total Credit Blended Benchmark

$5,679,519

51.6%

4.5%

-5.2%

-5.9%

7.9% 6.6%

22.7% 20.6% 7.9% 2.9% 3.4% 4.2% 10.4% 12.6%

4.8% 4.4% 3.2% 3.9%

14.6% 6.3% 8.1% 10.5% 11.9% 8.0%

8.3%

0.3%

18.7% 6.8%

10.8% 6.5% 12.5% 8.6%

$5,319,272

48.4%

4.2%

-4.8% 42.5% 13.4% -27.3% 51.5% 12.5%

-2.4%

-0.1%

8.2% 8.6%

$10,998,791

4.0%

0.3%

1. Venor redeemed as of March 31, 2013.

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

48

VEBA Hedged Equities and Liquid Real Estate Managers


Manager / Benchmark Asset Value USD (30-Apr-2013) % of Portfolio 2008 2009 2010 2011 2012 Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-86

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Partners Capital Falcon Fund (C) Ltd HFRI FOF: Strategic Index GROSS Total Hedged Equities Total Hedged Equities Blended Benchmark

$19,004,931

14.9%

-19.3% 14.2% -24.4% 14.4%

7.7% 7.3%

-5.0% -6.3%

10.0% 6.8%

6.4% 5.1%

14.8% 10.5% 14.8% 10.5%

4.3%

0.6%

4.9% 3.3%

2.1% 0.4%

$19,004,931

4.3%

0.6%

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% of Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

FYTD 2013 (Apr)

FYTD 2013 (Apr) Performance vs Benchmark

FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Morgan Stanley International Real Estate FTSE EPRA/NAREIT Developed ex-NA Real Estate Index iShares Cohen & Steers Realty Majors Index Fund NAREIT Composite TR Total Core Property Total Core Property Blended Benchmark

$4,542,194

3.6%

-49.9% 46.4%

9.4% -19.9% 43.9%

12.2% 13.7% 13.3% 15.3%

38.2% 38.2% 14.9% 19.8% 25.6% 28.3%

0.1%

0.0%

14.1% 14.9%

0.2% 1.3% 4.7% 7.3%

-51.7% 41.8% 14.3% -17.4% 40.5% $4,370,692 3.4% -41.0% 25.3% 29.2% 10.1% 15.3% -37.8% 27.8% 27.6% $8,912,886 7.3% 19.7%

-4.9%

-0.1%

16.4% 17.4%

-2.6%

-0.1%

Performance Evaluation No Issues Watch List Redemption Redeemed

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

49

Hedged Equities vs. Long Only Equities

FC-87

Annualized Return Investment VEBA Hedged Equity / HE Index Global Equities 50% Global Equities Difference v. Global Equities Difference v. 50% Global Equities Hedged Equities Index (Gross) FY 2005 - FY 2009 4.2% 0.2% 0.4% 4.0% 3.8% 4.2% FY 2010 - FY 2012 3.9% 9.8% 5.1% -5.9% -1.2% 3.0% FY 2013 YTD (April) 14.8% 21.1% 10.1% -6.3% 4.7% 10.9%

Notes: 1. FY 2013 YTD (Dec) data reflects actual cumulative results (not annualized).

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50

VEBA Absolute Return Managers Performance


Asset Value USD (30-Apr-2013) Jan - Apr 2013 FYTD 2013 (Apr) FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-88

Manager / Benchmark

% of Portfolio

2008

2009

2010

2011

2012

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Partners Capital Harrier Fund (C), Ltd

$11,902,723

9.3%

-22.8% 16.4% -20.8% 11.4% -20.0% 12.6% -20.6% 12.6%

8.5% 5.1% 6.5% 6.8%

0.3% 5.2% -4.0% -4.8%

5.5% 5.1% 4.8% 4.8%

3.4% 1.7% 4.2% 4.5%

8.0% 4.3% 8.7% 8.0% 8.0% 4.3%

3.7%

0.4%

4.3% 5.1% 2.4% 2.3%

2.0% 1.5% -0.1% -0.3%

3 Month T-Bill + 500 bps (HFRI FOF: Diversified pre 12/31/09) Peer Group: HFRI FOF Diversified GROSS Peer Group: HFRI FOF Composite GROSS Total Absolute Return Total Absolute Return Blended Benchmark $11,902,723

3.7%

0.4%

Performance Evaluation No Issues Watch List Redemption Redeemed

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51

VEBA Fixed Income and TIPS Managers Performance


FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-89

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

FYTD 2013 (Apr)

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Spartan Long-Term Treasury Bond Fund Barclays U.S. Treasury Bond Long TR Total Fixed Income Total Fixed Income Blended Benchmark

$8,784,277

6.9%

24.2% -13.3% 9.4% 24.0% -12.9% 9.4%

29.4% 29.9%

3.3% 3.5%

1.9% 1.5%

0.8% 0.9% 0.8% 0.9%

-0.2%

-0.0%

12.9% 8.0%

9.5% 6.5%

$8,784,277

-0.2%

-0.0%

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% of Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

FYTD 2013 (Apr)

FYTD 2013 (Apr) Performance vs Benchmark

FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

Vanguard Inflation-Protected Securities Barclays U.S. TIPS TR Total Inflation Linked Bonds

$8,574,270

6.7%

-2.8% 11.0% -2.4% 11.4%

6.3% 6.3%

13.3% 13.6%

6.9% 7.0%

0.5% 0.4%

3.2% 3.3% 3.2% 3.3%

-0.0%

0.0%

7.9% 8.0%

6.2% 6.5%

$8,574,270

-0.0%

0.0%

Total Inflation Linked Bonds Blended Benchmark

Performance Evaluation No Issues Watch List Redemption Redeemed

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52

VEBA Commodities Managers Performance


FYTD 2013 (Apr) Performance vs Benchmark FYTD 2013 (Apr) Total Portfolio Weighted Performance vs Benchmark

FC-90

Manager / Benchmark

Asset Value USD (30-Apr-2013)

% of Portfolio

2008

2009

2010

2011

2012

Jan - Apr 2013

FYTD 2013 (Apr)

3 YR CAGR (May 2010 Apr 2013)

5 YR CAGR (May 2008 Apr 2013)

PowerShares DB Commodity Index Tracking Fund

$6,851,085

5.4%

-31.8% 16.2% 11.9% -2.6% -31.9% 16.2% 11.1% -2.0%

3.5% 4.1%

-5.4% -4.7%

2.0% 2.9% 0.8% 2.9%

-0.8%

-0.1%

2.4% 2.9%

-6.8% -6.3%

DBIQ Optimum Yield Diversified Commodity Index Excess Return Total Commodities Total Commodities Blended Benchmark $6,851,085

-2.1%

-0.1%

Performance Evaluation No Issues Watch List Redemption Redeemed

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53

Illiquid Private Equity and Private Equity Real Estate Performance

FC-91

As of May 24, 2013, the OP LD illiquid portfolio is marked at 1.14x. The VEBA illiquid portfolio is marked at 1.18x. Since March 31, Related Real Estate had a $390,000 distribution, and Lone Star RE Fund II has had small distributions and capital calls. Post-Retirement Benefits Plan
Investment Vehicle Private Equity Acorn Overseas Ltd -- Sidepocket Partners Capital Condor Fund V (Cayman) LP Partners Capital Phoenix Fund Ltd Total Private Equity (Client Ccy) Private Equity Real Estate Lone Star Real Estate Fund II (US) LP Related Real Estate Recovery Fund (Feeder), LP Subtotal Private Equity Real Estate (Client Ccy) Total Illiquid Investments (Client Ccy) 2011 2012 $ 3,000,000 $ 3,000,000 $6,000,000 $ 13,712,610 $ $ $ $ 1,680,845 1,414,968 3,095,813 7,999,738 56% 47% $ 1,319,155 $ 1,585,032 $ $ 669,391 $1,194,134 372,793 $1,301,119 $ $ $ $ 1,863,525 1,673,912 3,537,437 9,435,675 1.11x 1.18x 1.14x 1.18x 2010 2010 2009 $712,610 $5,000,000 $2,000,000 $7,712,610 $712,610 $2,568,926 $1,622,389 $4,903,925 100% 51% 81% 64% $2,431,074 $377,611 $2,808,685 $553,314 $112,846 $666,160 $2,909,187 $2,322,891 $5,898,238 0.93x 1.13x 1.43x 1.20x - $2,909,187 $530,000 $1,792,891 $1,013,314 $4,884,924 Original Commitment Vintage
Fund Ccy

Called to Date
Fund Ccy

Uncalled Commitment % Called


Fund Ccy

Value Rec. to Date


Fund Ccy

Current Value
Fund Ccy

Total Return (Value Rec. + Cash Current Value) Multiple


Fund Ccy

52% $ 2,904,187 58% $ 5,712,872

$ 1,042,184 $2,495,253 $ 2,055,498 $7,380,177

Operational Pool Long Duration


Investment Vehicle Private Equity Partners Capital Condor Fund V (Cayman) LP Total Private Equity (Client Ccy) Private Equity Real Estate Related Real Estate Recovery Fund (Feeder), LP Subtotal Private Equity Real Estate (Client Ccy) Total Illiquid Investments (Client Ccy)

Original Vintage Commitment


Fund Ccy

Called to Date
Fund Ccy

Uncalled % Called Commitment


Fund Ccy

Value Rec. to Date


Fund Ccy

Current Value
Fund Ccy

Total Return (Value Rec. + Cash Current Value) Multiple


Fund Ccy

2011

$4,000,000 $4,000,000

$2,067,407 $2,067,407

52% 52%

$1,932,593 $1,932,593

- $2,327,350 - $2,327,350

$2,327,350 $2,327,350

1.13x 1.13x

2012

$1,500,000 $1,500,000 $5,500,000

$707,484 $707,484 $2,774,890

47% 47% 50%

$792,517 $792,517 $2,725,110

$ 186,397 $ 650,560 $ 186,397 $ 650,560 $45,106 $3,119,200

$836,957 $836,957 $3,164,306

1.18x 1.18x 1.14x

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54

Agenda
Performance and Portfolio Update (April FY2013) (Pages 6-14) Decision #1: Asset Allocation Policy Table Changes for OP LD and VEBA (Pages 16-18) Decision #2: THL CreditDirect Lending Credit (Pages 20-23) Decision #3: Harbour GroupLower Mid Market Private Equity (Pages 25-29) Appendix - Additional Manager and Portfolio Performance and Attribution Detail - Macroeconomic Overview - Additional Information: OP LD Details, Illiquid Commitment Planning, Balance Sheets

FC-92

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55

Macroeconomic Summary

FC-93

Global equity markets have rallied to a new all time high on May 22, surpassing the previous high in October 2007, propelled by the unprecedented level of developed market central bank stimulus (now including the Bank of Japan). Developed market equities (particularly the US and Japan) have benefited the most, with returns outstripping all other asset classes. Bank of Japan April 4th announcement of extensive new QE ratified optimism that Japan is finally determined to defeat deflation after two decades. With targets to double money supply and achieve inflation of 2% within two years, the BoJ actions will flood global markets with liquidity limiting the scope of any equity pullback even after a +27% rally since June 2012. Longer term risks such as a flight from Japanese government bonds are being ignored by investors for now. Eurozone tail-risk did not sting in Q1 as uncertainty from the Cyprus bailout, Italian election and growth downgrades are now being offset by signs of a new flexibility on austerity from the IMF and EU policy-makers. Growth expectations could benefit. Meanwhile, the US government mitigated concerns on fiscal policy by suspending the federal debt ceiling until May. These positive developments however do not fundamentally alter the fact that developed economy deleveraging is far from over and is expected to affect global growth for the rest of this decade. Our base case remains that over the next 2-3 years (i) global growth stabilises and climbs to 4% p.a. (equal to the pre-crisis average) as the US moves closer to private sector deleveraging targets, (ii) Europe recovers only slowly with austerity partially offset by ECB support and (iii) major central banks keep rates low and continue unconventional monetary policy. This backdrop of slow normalization and massive central bank stimulus keeps us focused on key investment themes that include: 1. 2. 3. Exploit the potential for investor rotation out of low yielding bonds by adding to quality equities, property, illiquid credit and other yielding assets that are still attractively valued (non-agency RMBS, EM LC sovereign debt, short duration HY bonds) Exploit the dispersion in borrowing costs to high and low quality borrowers by investing in direct lending and other illiquid credit strategies that seek to lend where rates are high, and Reduce government bond holdings to an absolute minimum while turning to alternatives for uncorrelated returns such as absolute return strategies. Inflation linked government bonds are preferred over nominal government bonds (except temporarily in the UK following Q1 drop in real yields).

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56

Quantitative Easing Supportive of Risk Assets

FC-94

Periods of significant Quantitative Easing by central banks have proved positive for equity markets over the past 4 years albeit with diminishing impact in subsequent episodes. In response, the Fed and ECB announced unlimited and indefinite programs during the past 8 months. Experts are optimistic that the significant QE program announced by the Bank of Japan on April 4, 2013 could finally break deflation in Japan, which would be positive for global financial markets.

The MSCI World Equity Price Index (USD)


1,500
QE2 ends QE3 announced ($40bn/month) LTRO ends QE1 ends QE2 starts OMT announced BoJ announces significant new QE program New Japan PM announces reflationary policies

+11%

1,400 1,300
BoE QE ends

+20% +12% +22%

MSCI World Index

1,200 1,100 1,000 900 800 700 600 30-Jun-08


QE1 from Fed & BoE

Operation Twist annouced

Draghi hints at OMT QE3 increased to $85bn/mo

+74%

Strong hints of QE2 at Jackson Hole

ECB LTRO starts

31-Dec-08

30-Jun-09

31-Dec-09

30-Jun-10

31-Dec-10

30-Jun-11

31-Dec-11

30-Jun-12

31-Dec-12

Note: Shaded areas represent periods of significant central bank stimulus. MSCI World Equity Index is price in USD (MXWO), Source: Bloomberg, Federal Reserve, European Central Bank, Bank of England. Band of Japan. April 15, 2013

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57

Asset Class Returns Calendar YTD 2013

FC-95

Developed market equities were the biggest beneficiaries of an early 2013 shift towards riskier assets. Japan and the US, where central bank stimulus was most aggressive, saw the largest gains. Emerging market equities lagged notably.

YTD 2013 (through 30th April) asset class performance


40% 35% Total return in 2013 30% 25% 20% 15% 10% 5% 0% -5%
World REITS Private Equity CLOs US equities German equities MSCI DM equity index US Core Property Japanese equities Yielding equities Italian equities 3.9% 2.5% 2.5% 4.1% 0.9% -0.6%-1.4% MSCI EM equity index LC Brazil equities -3.0%-3.3% Euro HY bonds US HY bonds Euro bank sub-debt EM Sov LC debt Euro IG bonds Asian IG bonds Korean equities US leveraged loans US IG bonds Chinese equities US Treasury US ILB 5.6% 4.8% 4.4% 3.3% 2.9% 1.9% 1.9% 1.7% 1.2% 0.4% 14.2% 15.4% 12.8%12.7% 36.8%

-10%

Illiquid Equity & Credit

Real Estate

DM equities

EM equities

Credit

Gov Bonds

Source: Bloomberg. April 30 2013

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58

Global Fund Flows Calendar YTD 2013

FC-96

Rotation into equities may have started with equities on course to experience their best funds inflows since before 2006. Continued bond fund inflows suggest that money is coming out of money market funds and cash thus far.

Global fund flows into bonds and equities

Note: * 2013 reflects the flows as of 13th May 2013, annualized. Fund flows include long only mutual funds, hedge funds and ETFs Source: Deutsche Bank

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59

The Great Rotation

FC-97

Given lower expected returns and yields, investors will need to increase risk and illiquidity in order to hit return targets. For example, Yale have increased risk levels from an annualised volatility of 11.7% in 2001 to 13.7% today.

Yale University Endowment investment portfolio risk (volatility) and return targets

Real return (%)

2001

Volatility

Source: Yale Annual Report 2012

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60

Medium Term Macroeconomic Outlook

FC-98

Over the next 2-3 years we expect to see global growth stabilise and climb to 4% p.a. (equal to the pre-crisis average) as the US moves closer to private sector deleveraging targets, Europe recovers only slowly with austerity partially offset by ECB support and major central banks keep rates low and continue unconventional monetary policy. 1. Deleveraging is far from over and is expected to affect global growth for the rest of this decade, with US household deleveraging still having 2-3 years to go, but peripheral European countries needing 20 years or more to reduce government debt-to-GDP to sustainable levels. 2. Robust policy action by the ECB has reduced the probability of an acute Eurozone crisis in the short term but growth and competitiveness remain a challenge. 3. Modest income growth and household deleveraging implies 2% US growth as long as politicians correctly calibrate the level of fiscal adjustments accurately. Entitlement cliff is still 10 years off. 4. Structural challenges imply a downshift in Chinas growth but 7.5% p.a. growth target achievable with only modest rebalancing from investment-led growth to consumption-led growth 5. The risk of higher inflation remains a few years off given the overriding pressure to deleverage and the absence of other historical drivers of inflation. 6. Interest rates will remain low until more normal growth takes hold at which point we expect a normalisation of policy rates and longer-term bond yields implying losses for 10 year duration government bond holders. This could be 2015 in the US but later in other DM economies. 7. Global systemic risk is lower as scrutiny of, and government support for, the banking system has strengthened.

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61

Agenda
Performance and Portfolio Update (April FY2013) (Pages 6-14) Decision #1: Asset Allocation Policy Table Changes for OP LD and VEBA (Pages 16-18) Decision #2: THL CreditDirect Lending Credit (Pages 20-23) Decision #3: Harbour GroupLower Mid Market Private Equity (Pages 25-29) Appendix - Additional Manager and Portfolio Performance and Attribution Detail - Macroeconomic Overview - Additional Information: OP LD Details, Illiquid Commitment Planning, Balance Sheets

FC-99

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62

OP LD Portfolio After Actions Asset Allocation by Asset Class and Manager

FC-100

Operational Pool (LD) portfolio: $80.5M


8.1%
Cash 1.1%

HG VI 0.2%

100%

10.0%

15.0%

9.2%
THL Credit Greenway Fund II 1.9%

34.3%
Yacktman Focused 1.7% DFA US Small Cap Value 2.6% GMO Quality 4.1%

2.3%

21.2%
Lone Star Fund VIII 0.2% Condor V (PERE) 0.9%

Related Real Estate Recovery 1.0%

80%

Morgan Stanley International REIT 3.5%

Franklin Templeton 4.6%

60%
Partners Capital Harrier 10.0% Partners Capital Falcon 15.0%

Sankaty 3.1% Lafayette Street 5.2% Condor Fund V (PE) 2.0%

iShares Cohen & Steers 3.7%

40%

Fidelity Long-Term Treasury Bond 6.9%

DFA Emerging Markets 5.3%

Powershares DB Commodities 5.7%

20%

DoubleLine Opportunistic Income 4.2%

Matthews Pacific Tiger 5.3% Vanguard TIPS 6.0% DFA International Small Cap 5.5%

0%
Notes 1. Reflects most recent values and asset allocation.

Cash & Absolute Fixed Income Return

Hedged Equities

Global Equities (Credit)

Global Equities

Private Equity

Real Assets

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63

OP LD Asset Allocation
$80.5M
100%
PERE 2% Liquid Real Estate 8% Commodities 6%

FC-101

$80.5M
PERE 2% Liquid Real Estate 7% Commodities 6% TIPS 6% Private Equity 2%

$80.5M
PERE 9% Liquid Real Estate 3% Commodities 5% TIPS 5% Private Equity 10%

80%

TIPS 6% Private Equity 2%

60%

Global Equity 35%

Global Equity 34% Global Equity 25%

Credit 0%

40%
Credit 9%

Credit 9%

Hedged Equity 16%

Hedged Equity 15%

Hedged Equity 15% Absolute Return 15%

20%
Absolute Return 10% Absolute Return 10%

Fixed Income (30 Year) 10% Fixed Income (30 Year) 7% Fixed Income (30 Year) 7% Cash 1% Cash 2%

0%

Cash 1%

Current

Current Target Past performance is not indicative of future returns

Long Term Target Allocation

PARTNERS CAPITAL

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64

OP LD Performance by Asset Class FYTD 2013 (April)

FC-102

The Operational Pool Long Duration portfolio was up +13.1% in FYTD 2013 (April), compared to an index of asset class indices up +12.3%.

Asset Class Fixed Income

30 April 2013 Balance $5,866,570

Actual Asset Allocation % 7.2%

Benchmark Fiscal Year 2013 Fiscal Year 2013 Fiscal Year 2013 Performance Performance Difference 0.8% 8.1% -1.2% 4.3% 8.7% 11.0% 9.5% 21.1% 3.3% 3.3% 30.2% NA 12.5% 7.9% 11.1% 12.3% 2.0% 3.9% -0.6% 3.9% 3.9% 0.2% 0.0% -0.2% -4.3% NA 1.4% -0.1% 6.0% 0.7%

Benchmark Barclays US Treasury Long Index TR1 T-Bills + 500bps Peer Group HFRI FoF Diversified HFRI FoF Strategic 2 Blended Credit Benchmark MSCI AC World NR LC Barclays US TIPS TR GS Commodity Index MSCI World Real Estate NR LC NA Index of Indices - Long Duration OP (Liquid)3 Blended Private Equity Benchmark Blended Private Equity Real Estate Benchmark Index of Indices - Long Duration OP2

Absolute Return

$8,027,795

9.9% 8.1%

Hedged Equities Global Equities (Credit) Global Equities TIPS Commodities Liquid Real Estate Cash Operational Pool (Long Duration) Liquid Private Equity Private Equity Real Estate Operational Pool (Long Duration) Total

$12,049,272 $7,418,685 $28,077,556 $4,715,804 $4,600,968 $6,203,119 $804,937 $77,764,706 $2,327,350 $861,377 $80,953,433

14.9% 9.2% 34.7% 5.8% 5.7% 7.7% 1.0% 96.1% 2.9% 1.1% 100.0%

14.9% 13.3% 21.3% 3.3% 3.1% 25.9% NA 13.9% 7.8% 17.2% 13.1%

1. 2. 3.

Prior to August 2012, Fixed Income benchmark was the Barclays Capital Treasury 5-10 Year TR (July 2012). HFRI Fund of Funds Strategic Index: Estimated 1% annual fund of funds management fee layer removed. Index of Asset Class Indices is constructed by calculating the benchmark return for each asset class at the current target allocation to that asset class.

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65

Operational Pool Current Liquidity

FC-103

At the long-term policy targets, the Medium Duration portfolio has no allocation to illiquid investments and could be fully liquidated over 4-6 quarters; the Long Duration portfolio currently has 4.0% committed to illiquid investments.
Percent of Total
100%

$78.1M

$80.5M
Illiquid 4%

$158.6M
Illiquid 2%

80%

Quarterly 44%

Quarterly 35%

Quarterly 40%

60%

Monthly 4% Monthly 6% Monthly 9%

40%

Daily 57% Daily 47%


20%

Daily 52%

0%

Operational Pool: Current

Operational Pool: Long Duration (Long Term)

Combined Operational Pool at Current $ Allocation

Notes: 1. OP MD allocation reflects the proposed Option 1 and OP LD allocation reflects the Long Term Target Allocation (includes 10% Private Equity)

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66

VEBA Portfolio: Commitment and Distribution Model

FC-104

The model below assumes a 6.5% portfolio expected CAGR and a 11.5% PE and PERE CAGR. In order to meet the portfolio policy targets in PE and PERE, VEBA should roughly follow the commitment schedule highlighted in yellow.

Inputs

Portfolio current market value Portfolio expected CAGR PE and PERE current market value PE and PERE expected CAGR Current Total Commit Current 2013 2014 2015 2016 2017 2018 2019 16,000 2,500 5,500 5,500 5,500 5,500 5,500 5,500 Sub-Total Value/Called Current 2013 2014 2015 2016 2017 2018 2019 16,000 4,875 5,875 6,475 4,925 5,225 5,225 5,225 Sub-Total PE and PERE MV Portfolio MV ex PE and PERE PE and PERE % of Portfolio PE and PERE Target % of Portfolio 48%

129,302 6.5% 7,663 11.5% 2013 25% 35% 2014 20% 30% 35% 2015 2016 Estimated Percent Called 15% 20% 10% 30% 20% 35% 30% 35% 2017 2018 2019

10% 20% 30% 35%

10% 20% 30% 35% 5,225

7,663

4,875

5,875

6,475

4,925

5,225

10% 20% 30% 35% 5,225

5%

Percent Distributed 5% 15% 5%

15% 10% 5%

20% 15% 10% 5%

20% 20% 25% 10% 5%

--7,663 121,639 5.9% 19.0%

0 13,980 129,546 9.7% 19.0%

995 16,974 103,637 14.1% 19.0%

1,109 24,909 110,373 18.4% 19.0%

4,047 28,752 117,547 19.7% 19.0%

5,297 31,979 125,188 20.3% 19.0%

8,766 31,708 133,325 19.2% 19.0%

12,603 27,128 141,991 16.0% 19.0%

Note: This material contains hypothetical or simulated performance results which have certain inherent limitations.

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67

VEBA Portfolio: PE and PERE Commitment Strategy By Year

FC-105

In order to meet VEBAs private equity and private equity real estate portfolio targets, the VEBA portfolio will have to make rough $29.9M in commitments by 2015. This equates to roughly $5.5M in commitments per year over the next three years. VEBA committed $3.0M to $29.9M $5.5M Lone Star Real Estate Fund II in 2013.
PERE $2.6M PE $2.9M

$5.5M PERE $2.6M $2.9M PERE $0.0M PE $2.9M PE $2.9M

$16.0M

PERE $8.5M

PE $7.5M

Current Commitments

2013 Commitments

2014 Commitments

2015 Commitments

Total Commitments By 2015

Note: Please see appendix for PE and PERE commitment and distribution model assumptions. VEBA made a $3.0m commitment to Lone Star (PERE) in 2013, increasing the Current Commitments and decreasing the PERE 2013 Commitments

PARTNERS CAPITAL

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68

OP LD Portfolio: Commitment and Distribution Model

FC-106

The model below assumes a 6.5% portfolio expected CAGR and a 11.5% PE and PERE CAGR. In order to meet the portfolio policy targets in PE and PERE, OP LD should roughly follow the commitment schedule highlighted in yellow.
Inputs Portfolio current market value Portfolio expected CAGR PE and PERE current market value PE and PERE expected CAGR Current Committed Current 2013 2014 2015 2016 2017 2018 2019 7,000 2,000 3,500 4,000 4,000 4,000 4,000 4,000 Sub-Total Value/Called Current 2013 2014 2015 2016 2017 2018 2019 7,000 2,450 3,575 3,900 3,500 3,750 3,800 3,800 Sub-Total PE and PERE MV 5% 45% 25% 35% 25% 30% 35% 81,316 6.5% 3,119 11.5% 2013 2014 2015 2016 Estimated Percent Called 15% 20% 10% 30% 20% 35% 30% 35% 2017 2018 2019

10% 20% 30% 35%

10% 20% 30% 35% 3,800

3,119

2,450

3,575

3,900

3,500

3,750

10% 20% 30% 35% 3,800

Percent Distributed 5% 15% 5%

15% 10% 5%

20% 15% 10% 5%

20% 20% 25% 10% 5%

--3,119

0 6,210

435 8,415

485 13,190

1,793 16,610

2,436 19,986

4,146 21,898

6,327 21,599

Portfolio MV ex PE and PERE

78,197

83,279

66,624

70,954

75,566

80,478

85,709

91,280

PE and PERE % of Portfolio PE and PERE Target % of Portfolio

3.8% 19.0%

6.9% 19.0%

11.2% 19.0%

15.7% 19.0%

18.0% 19.0%

19.9% 19.0%

20.3% 19.0%

19.1% 19.0%

Note: This material contains hypothetical or simulated performance results which have certain inherent limitations.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

69

OP LD Portfolio: PE and PERE Commitment Strategy By Year

FC-107

In order to meet OP LDs private equity and private equity real estate portfolio targets, the OP LD portfolio will have to make roughly $16.8M commitments ($9.8M in incremental commitments) by 2015. This equates to roughly $3.5M in commitments per year over the next three years. OP LD committed $1.5M to Lone Star Real Estate Fund II in 2013.
$4.0M PERE $2.0M PE $2.0M
$16.8M

$3.5M PERE $1.5M PE $2.0M

$7.0M

$2.3M PERE $1.0M PE $1.3M

PERE $4.2M

PE $2.8M

Current Commitments

2013 Commitments

2014 Commitments

2015 Commitments

Total Commitments By 2015

Note: Please see appendix for PE and PERE commitment and distribution model assumptions. VEBA made a $1.5m commitment to Lone Star (PERE) in 2013, increasing the Current Commitments and decreasing the PERE 2013 Commitments

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

70

Partners Capital Advisory Fee Arrangement and Fees Accrued in FY 2013 Q3


The Research Foundation of SUNY Fee Arrangement with Partners Capital

FC-108

Asset type Liquid assets

Management fee on assets under advisement 0.30%

Performance fee on assets under advisement 5% of net gains, subject to high water mark

Illiquid assets

1% set-up fee on commitment amount 0.50% management fee on contributed capital

No performance fee

Account Operational Pool VEBA Trust Total

Management Fees $317,897 $267,751 $585,648

Performance Fees $372,296 $293,751 $666,047

Commitment Fees $0 $0 $0

Total $690,193 $561,503 $1,251,695

April 30, 2013 Balance $160,015,178 $127,591,245 $287,606,423

% of EB 0.43% 0.44% 0.44%

Notes 1. Management, performance and commitment fees shown represent invoiced fees for Q3 FY 2013. Partners Capital collects performance fees twice per year (after the quarters ended June 30 and December 31). 2. Fees shown as a percentage of assets at the end of the period.

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

71

PARTNERS CAPITAL

The Research Foundation of SUNY Balance Sheet - Operation Pool (Medium Duration) May 2013
Current Valuation Date Market Value ($000) $46 $6,577 $17,290 $8,920 $18,030 $15,835 $42,784 $11,419 $78,116 % of Total 0.1% 8.4% 22.1% 11.4% 23.1% 20.3% 54.8% 14.6% 100.0% Rebalancing Actions (May-Jun) $2,077 -$3,077 $0 $0 $0 $500 $500 $500 -$0 Investment Actions (Jul-Aug) $0 $0 $0 $0 $0 $0 $0 $0 $0 After Actions Market Value ($000) $2,123 $3,500 $17,290 $8,920 $18,030 $16,335 $43,284 $11,919 $78,116 % of Total 2.7% 4.5% 22.1% 11.4% 23.1% 20.9% 55.4% 15.3% 100.0% After Actions 2.7% 4.5% 22.1% 11.4% 23.1% 20.9% 55.4% 15.3% 100.0% Current Target (Revised) 3.0% 5.0% 22.0% 11.5% 22.5% 20.0% 54.0% 16.0% 100.0%

FC-109

Cash Fixed Income Absolute Return Hedged Equity Global Equity (Credit) Global Equity Total Equity Real Assets Total Balance Sheet Assets Cash Brokerage Cash Fixed Income Vanguard Extended Duration Treasury Fund - Collateral Vanguard Extended Duration Treasury Fund Absolute Return Partners Capital Harrier Fund (C) Bryn Mawr Rosemont Hedged Equities Partners Capital Falcon Fund (C) Global Equity (Credit) Post Limited Term High Yield DoubleLine Opportunistic Income DoubleLine Total Return Vanguard High Yield Corporate Fund Sankaty High Income Partnership Wellington Iguazu Global Equity US: Yacktman Focused US: GMO Quality US Small/Mid Cap: Lafayette Street US Small Cap: DFA US Small Cap Value Europe: Franklin Templeton Europe/Asia Small Cap: DFA International Small Cap Emerging Markets Equities: DFA Emerging Markets Asia: Matthews Pacific Tiger Real Assets Vanguard TIPS (Institutional) Vanguard TIPS (Admiral) - Collateral Vanguard TIPS (Institutional) - Collateral Morgan Stanley International REIT iShares Cohen & Steers Powershares DB Commodities Total Balance Sheet Assets

Current 0.1% 8.4% 22.1% 11.4% 23.1% 20.3% 54.8% 14.6% 100.0%

After Actions vs. Target -0.3% -0.5% 0.1% -0.1% 0.6% 0.9% 1.4% -0.7% --

Long Term Target (Revised) 3.0% 5.0% 22.0% 11.5% 22.5% 20.0% 54.0% 16.0% 100.0%

5/21/13

$46

0.1%

$2,077

$0

$2,123

2.7% Current % of Total Balance Sheet Assets Cash and Fixed Income 8.5% Credit 23.1% Total Equities 54.8% % of Credit IG Corporate Bonds High Yield Bonds Leveraged Loans Mortgages Emerging Markets Debt % of Global Equities US Large Cap US Small Cap Europe Asia Emerging Markets After Actions 7.2% 23.1% 55.4% Current Target 8.0% 22.5% 54.0% Long-Term Target 8.0% 22.5% 54.0%

5/23/13 5/23/13

$6,577 $0

8.4% 0.0%

-$6,577 $3,500

$0 $3,500

0.0% 4.5%

4/30/13 4/30/13

$14,768 $2,522

18.9% 3.2%

$0

$14,768 $2,522

18.9% 3.2%

5/1/13

$8,920

11.4%

$8,920

11.4%

20.9% 26.4% 9.6% 30.5% 12.6%

20.9% 26.4% 9.6% 30.5% 12.6%

20.0% 35.0% 10.0% 25.0% 10.0%

40.0% 40.0% 20.0% 0.0% 0.0%

4/30/13 5/1/13 5/23/13 5/23/13 4/30/13 4/30/13

$3,761 $3,884 $1,621 $3,033 $3,466 $2,265

4.8% 5.0% 2.1% 3.9% 4.4% 2.9%

$3,761 $3,884 $1,621 $3,033 $3,466 $2,265

4.8% 5.0% 2.1% 3.9% 4.4% 2.9%

26.0% 14.6% 21.1% 12.3% 25.9%

25.2% 14.2% 23.5% 12.0% 25.1%

25.0% 15.0% 22.0% 13.0% 25.0%

25.0% 16.7% 25.0% 16.7% 16.7%

5/23/13 5/23/13 5/1/13 5/23/13 5/23/13 5/23/13 5/23/13 5/23/13

$1,353 $1,607 $2,326 $839 $1,776 $3,122 $2,540 $2,271

1.7% 2.1% 3.0% 1.1% 2.3% 4.0% 3.3% 2.9%

$500

$1,353 $1,607 $2,326 $839 $2,276 $3,122 $2,540 $2,271

1.7% 2.1% 3.0% 1.1% 2.9% 4.0% 3.3% 2.9%

Real Assets (% of total assets) Inflation-Protected 6.0% Commodities 4.6% Real Estate 4.0%

6.7% 4.6% 4.0%

7.0% 5.0% 4.0%

7.0% 5.0% 4.0%

5/23/13 5/23/13 5/23/13 5/23/13 5/24/13 5/24/13

$1,754 $2,970 $0 $1,526 $1,597 $3,571 $78,116

2.2% 3.8% 0.0% 2.0% 2.0% 4.6% 100.0%

-$1,254 -$2,970 $4,724

$500 $0 $4,724 $1,526 $1,597 $3,571 $0 $78,116

0.6% 0.0% 6.0% 2.0% 2.0% 4.6% 100.0%

Collateral Account OP MD OP LD Total Collateral

Current $9,547 $0 $9,547

After Actions $4,724 $4,823 $9,547

$0

PARTNERS CAPITAL
Valuation Date

The Research Foundation of SUNY Balance Sheet - Operation Pool (Long Duration) May 2013
Current Market Value ($000) $909 $5,589 $8,028 $12,049 $7,419 $28,339 $1,629 $49,436 $16,586 $80,547 % of Total 1.1% 6.9% 10.0% 15.0% 9.2% 35.2% 2.0% 61.4% 20.6% 100.0% Rebalancing Actions (May-Jun) $0 $0 $0 $0 $0 -$500 $0 -$500 $500 $0 Investment Actions (Jul-Aug) $0 $0 $0 $0 $0 -$200 $200 $0 $0 $0 After Actions Market Value ($000) $909 $5,589 $8,028 $12,049 $7,419 $27,639 $1,829 $48,936 $17,086 $80,547 % of Total 1.1% 6.9% 10.0% 15.0% 9.2% 34.3% 2.3% 60.8% 21.2% 100.0% After Actions 1.1% 6.9% 10.0% 15.0% 9.2% 34.3% 2.3% 60.8% 21.2% 100.0% Current Target 1.0% 7.0% 10.0% 15.0% 9.0% 33.0% 3.0% 60.0% 22.0% 100.0%

FC-110
After Actions vs. Long Term Target Target 0.1% 2.0% -0.1% 10.0% -0.0% 15.0% -0.0% 16.0% 0.2% 0.0% 1.3% 25.0% -0.7% 10.0% 0.8% 51.0% -0.8% 22.0% -100.0%

Summary Asset Allocation Cash Fixed Income Absolute Return Hedged Equity Global Equity (Credit) Global Equity Private Equity Total Equity Real Assets Total Balance Sheet Assets Cash Brokerage Cash Cash Pending Distribution - Related Fixed Income Fidelity Long-Term Treasury Bond Index Fund Absolute Return Partners Capital Harrier Fund (C) Hedged Equities Partners Capital Falcon Fund (C) Global Equity (Credit) Sankaty High Income Partnership DoubleLine Opportunistic Income THL Credit Greenway Fund II Global Equity US: Yacktman Focused US: GMO Quality US Small/Mid Cap: Lafayette Street US Small Cap: DFA US Small Cap Value Europe: Franklin Templeton Asia: Matthews Pacific Tiger Europe/Asia Small Cap: DFA International Small Cap Emerging Markets Equities: DFA Emerging Markets Private Equity Partners Capital Condor Fund V (PE Portion) Harbour Group Investments IV Real Assets Vanguard TIPS (Institutional) Vanguard TIPS (Institutional) - Collateral Morgan Stanley International REIT iShares Cohen & Steers Related Real Estate Recovery Fund Partners Capital Condor Fund V (RE Portion) Lone Star Fund VIII Powershares DB Commodities Total Balance Sheet Assets

Current 1.1% 6.9% 10.0% 15.0% 9.2% 35.2% 2.0% 61.4% 20.6% 100.0%

5/21/13 5/8/13

$698 $211

0.9% 0.3%

$0

$0

$698 $211

0.9% 0.3% Current % of Total Balance Sheet Assets Cash and Fixed Income 8.1% Total Equities 61.4% % of Global Equities US Large Cap US Small Cap Europe Asia Emerging Markets

After Actions 8.1% 60.8%

Current Target 8.0% 60.0%

Long Term Target 12.0% 51.0%

5/23/13

$5,589

6.9%

$5,589

6.9%

4/30/13

$8,028

10.0%

$8,028

10.0%

4/30/13

$12,049

15.0%

$12,049

15.0%

24.0% 16.3% 23.4% 10.9% 25.3%

24.6% 16.7% 21.5% 11.2% 26.0%

25.0% 15.0% 22.0% 13.0% 25.0%

28.0% 16.0% 24.0% 16.0% 16.0%

4/1/13 4/30/13 New

$3,528 $3,890

4.4% 4.8%

-$1,000 -$500 $1,500

$2,528 $3,390 $1,500

3.1% 4.2% 1.9%

Real Assets (% of total assets) Inflation-Protected Commodities Real Estate 5.7% 5.7% 9.3% 6.3% 5.7% 9.1% 7.0% 6.0% 9.0% 5.0% 5.0% 12.0%

5/23/13 5/23/13 4/30/13 5/23/13 5/23/13 5/23/13 5/23/13 5/23/13

$1,377 $3,333 $4,191 $2,083 $4,428 $4,261 $4,432 $4,235

1.7% 4.1% 5.2% 2.6% 5.5% 5.3% 5.5% 5.3%

-$500

-$200

$1,377 $3,333 $4,191 $2,083 $3,728 $4,261 $4,432 $4,235

1.7% 4.1% 5.2% 2.6% 4.6% 5.3% 5.5% 5.3%

3/31/13 New

$1,629

2.0% $200

$1,629 $200

2.0% 0.2%

5/23/13 5/23/13 5/23/13 5/24/13 5/8/13 3/31/13 New 5/24/13

$4,574 $0 $2,900 $3,069 $792 $698 $4,552 $80,547

5.7% 0.0% 3.6% 3.8% 1.0% 0.9% 5.7% 100.0%

-$4,323 $4,823 -$75 -$75

$150

$251 $4,823 $2,825 $2,994 $792 $698 $150 $4,552 $80,547

0.3% 6.0% 3.5% 3.7% 1.0% 0.9% 0.2% 5.7% 100.0%

$0

$0

PARTNERS CAPITAL
Valuation Date

The Research Foundation of SUNY Balance Sheet - Operation Pool (Combined) May 2013
Current Market Value ($000) $955 $12,167 $25,318 $20,969 $25,448 $44,173 $1,629 $92,220 $28,004 $158,663 5/21/13 4/30/13 $744 $211 % of Total 0.6% 7.7% 16.0% 13.2% 16.0% 27.8% 1.0% 58.1% 17.7% 100.0% 0.5% 0.1% Rebalancing Actions (May-Jun) $2,077 -$3,077 $0 $0 $0 $0 $0 $0 $1,000 $0 $2,077 Investment Actions (Jul-Aug) $0 $0 $0 $0 $0 -$200 $200 $0 $0 $0 After Actions Market Value ($000) $3,032 $9,089 $25,318 $20,969 $25,448 $43,973 $1,829 $92,220 $29,004 $158,663 $2,821 $211

FC-111

Summary Asset Allocation Cash Fixed Income Absolute Return Hedged Equity Global Equity (Credit) Global Equity Private Equity Total Equity Real Assets Total Balance Sheet Assets Cash Brokerage Cash Cash Pending Distribution - Related Fixed Income Fidelity Long-Term Treasury Bond Index Fund Vanguard Extended Duration Treasury Fund - Collateral Vanguard Extended Duration Treasury Fund Absolute Return Partners Capital Harrier Fund (C) Bryn Mawr Rosemont Hedged Equity Partners Capital Falcon Fund (C) Global Equity (Credit) Vanguard High Yield Corporate Fund Post Limited Term High Yield Sankaty High Income Partnership DoubleLine Opportunistic Income DoubleLine Total Return Wellington Iguazu THL Credit Greenway Fund II Global Equity US: Yacktman Focused US: GMO Quality US Small/Mid Cap: Lafayette Street US Small Cap: DFA US Small Cap Value Europe: Franklin Templeton Asia: Matthews Pacific Tiger Europe/Asia Small Cap: DFA International Small Cap Emerging Markets Equities: DFA Emerging Markets Private Equity Partners Capital Condor Fund V (PE Portion) Harbour Group Investments IV Real Assets Vanguard TIPS (Institutional) Vanguard TIPS (Admiral) - Collateral Vanguard TIPS (Institutional) - Collateral Morgan Stanley International REIT iShares Cohen & Steers Related Real Estate Recovery Fund Partners Capital Condor Fund V (RE Portion) Lone Star Fund VIII Powershares DB Commodities Total Balance Sheet Assets

% of Total 1.9% 5.7% 16.0% 13.2% 16.0% 27.7% 1.2% 58.1% 18.3% 100.0% 1.8% 0.1%

Current 0.6% 7.7% 16.0% 13.2% 16.0% 27.8% 1.0% 58.1% 17.7% 100.0%

After Actions 1.9% 5.7% 16.0% 13.2% 16.0% 27.7% 1.2% 58.1% 18.3% 100.0%

5/23/13 5/23/13 5/23/13

$5,589 $6,577

3.5% 4.1% 0.0%

-$6,577 $3,500

$5,589 $0 $3,500

3.5% 0.0% 2.2%

Current % of Total Balance Sheet Assets Cash and Fixed Income 8.3% Total Equities 58.1% % of Global Equities US Large Cap US Small Cap Europe Asia Emerging Markets

After Actions 7.6% 58.1%

4/30/13 4/30/13

$22,796 $2,522

14.4% 1.6%

$22,796 $2,522

14.4% 1.6%

24.7% 15.7% 22.6% 11.4% 25.5%

24.9% 15.8% 22.2% 11.5% 25.7%

4/30/13

$20,969

13.2%

$20,969

13.2% Real Assets (% of total assets) Inflation-Protected 4.0% Commodities 5.1% Real Estate 6.7% 0.5% 5.1% 6.6%

5/23/13 4/30/13 4/30/13 4/30/13 5/23/13 4/30/13

$3,033 $3,761 $6,994 $7,774 $1,621 $2,265

1.9% 2.4% 4.4% 4.9% 1.0% 1.4% 0.0%

-$1,000 -$500

$1,500

$3,033 $3,761 $5,994 $7,274 $1,621 $2,265 $1,500

1.9% 2.4% 3.8% 4.6% 1.0% 1.4% 0.9%

5/23/13 5/23/13 4/30/13 5/23/13 5/23/13 5/23/13 5/23/13 5/23/13

$2,730 $4,940 $6,517 $2,922 $6,204 $6,532 $7,554 $6,776

1.7% 3.1% 4.1% 1.8% 3.9% 4.1% 4.8% 4.3%

-$200

$2,730 $4,940 $6,517 $2,922 $6,004 $6,532 $7,554 $6,776

1.7% 3.1% 4.1% 1.8% 3.8% 4.1% 4.8% 4.3%

3/31/13

$1,629

1.0% 0.0%

$200

$1,629 $200

1.0% 0.1%

5/23/13 5/23/13 5/23/13 5/23/13 5/24/13 5/8/13 3/31/13 5/24/13

$6,328 $2,970 $0 $4,425 $4,667 $792 $698 $8,124 $158,663

4.0% 1.9% 0.0% 2.8% 2.9% 0.5% 0.4% 0.0% 5.1% 100.0%

-$5,577 -$2,970 $9,547 -$75 -$75

$150

$751 $0 $9,547 $4,350 $4,592 $792 $698 $150 $8,124 $158,663

0.5% 0.0% 6.0% 2.7% 2.9% 0.5% 0.4% 0.1% 5.1% 100.0%

$0

$0

PARTNERS CAPITAL

The Research Foundation of SUNY Balance Sheet - VEBA Trust May 2013
Current After Actions % of Total 1.9% 6.5% 9.3% 14.8% 9.0% 34.0% 3.1% 61.0% 21.3% 100.0% 1.5% 0.3% Rebalancing Actions (May-Jun) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Investment Actions (Jul-Aug) $0 $0 $0 $0 $0 -$400 $400 $0 $0 $0 $0 Market Value ($000) $2,401 $8,369 $11,903 $19,005 $11,499 $43,196 $4,412 $78,112 $27,318 $128,103 $1,980 $422 % of Total 1.9% 6.5% 9.3% 14.8% 9.0% 33.7% 3.4% 61.0% 21.3% 100.0% 1.5% 0.3% Current % of Total Balance Sheet Assets Cash and Fixed Income 8.4% Total Equities 61.0% % of Global Equities US Large Cap US Small Cap Europe Asia Emerging Markets After Actions 1.9% 6.5% 9.3% 14.8% 9.0% 33.7% 3.4% 61.0% 21.3% 100.0% Current Target 1.0% 7.0% 10.0% 15.0% 9.0% 33.0% 3.0% 60.0% 22.0% 100.0%

FC-112

Summary Asset Allocation Cash Fixed Income Absolute Return Hedged Equity Global Equity (Credit) Global Equity Private Equity Total Equity Real Assets Total Balance Sheet Assets Cash Brokerage Cash Cash Pending Distribution - Related Fixed Income Fidelity Long-Term Treasury Bond Index Fund Absolute Return Partners Capital Harrier Fund (C) Hedged Equities Partners Capital Falcon Fund (C) Global Equities (Credit) DoubleLine Opportunistic Income Sankaty High Income Partnership THL Credit Greenway Fund II Global Equities US: Yacktman Focused US: GMO Quality US Small/Mid Cap: Lafayette Street US Small Cap: DFA US Small Cap Value Europe: Franklin Templeton Asia: Matthews Pacific Tiger Europe/Asia Small Cap: DFA International Small Cap Emerging Markets Equities: DFA Emerging Markets Private Equity Partners Capital Phoenix Fund Ltd Acorn Side Pocket Partners Capital Condor Fund V (PE Portion) Harbour Group Investments IV Real Assets Vanguard TIPS (Institutional) Morgan Stanley International REIT iShares Cohen & Steers Lone Star Real Estate Fund II Related Real Estate Recovery Fund Partners Capital Condor Fund V (RE Portion) Lone Star Fund VIII Powershares DB Commodities Total Balance Sheet Assets

Valuation Date

Market Value ($000) $2,401 $8,369 $11,903 $19,005 $11,499 $43,596 $4,012 $78,112 $27,318 $128,103 $1,980 $422

Current 1.9% 6.5% 9.3% 14.8% 9.0% 34.0% 3.1% 61.0% 21.3% 100.0%

After Actions vs. Long Term Target Target 0.9% 2.0% -0.5% 10.0% -0.7% 15.0% -0.2% 16.0% 0.0% 0.0% 0.7% 25.0% 0.4% 10.0% 1.0% 51.0% -0.7% 22.0% -100.0% Long Term Target 12.0% 51.0%

5/14/13 5/8/13

After Actions 8.4% 61.0%

Current Target 8.0% 60.0%

5/23/13

$8,369

6.5%

$8,369

6.5%

4/30/13

$11,903

9.3%

$11,903

9.3%

4/30/13

$19,005

14.8%

$19,005

14.8%

25.4% 15.7% 23.4% 11.0% 24.6%

25.6% 15.8% 22.7% 11.1% 24.8%

25.0% 15.0% 22.0% 13.0% 25.0%

28.0% 16.0% 24.0% 16.0% 16.0%

5/1/13 4/30/13 New

$6,180 $5,319

4.8% 4.2%

-$750 -$1,500 $2,250

$5,430 $3,819 $2,250

4.2% 3.0% 1.8%

Real Assets (% of total assets) Inflation-Protected Commodities Real Estate 6.5% 5.3% 9.5% 6.5% 5.3% 9.3% 7.0% 6.0% 9.0% 5.0% 5.0% 12.0%

5/23/13 5/23/13 4/30/13 5/23/13 5/23/13 5/23/13 5/23/13 5/23/13

$2,741 $7,711 $1,217 $5,497 $6,570 $6,124 $7,238 $6,497

2.1% 6.0% 0.9% 4.3% 5.1% 4.8% 5.7% 5.1%

-$400

$2,741 $7,711 $1,217 $5,497 $6,170 $6,124 $7,238 $6,497

2.1% 6.0% 0.9% 4.3% 4.8% 4.8% 5.7% 5.1%

5/17/13 3/31/13 3/31/13 New

$1,863 $113 $2,036

1.5% 0.1% 1.6% $400

$1,863 $113 $2,036 $400

1.5% 0.1% 1.6% 0.3%

5/23/13 5/23/13 5/24/13 4/18/13 5/8/13 3/31/13 New 5/24/13

$8,316 $4,285 $4,287 $1,194 $1,584 $873 $6,779 $128,103

6.5% 3.3% 3.3% 0.9% 1.2% 0.7% 5.3% 100.0% $0

-$150 -$150

$300

$8,316 $4,135 $4,137 $1,194 $1,584 $873 $300 $6,779 $128,103

6.5% 3.2% 3.2% 0.9% 1.2% 0.7% 0.2% 5.3% 100.0%

$0

Hedge Fund & Private Investment Fund Risk

FC-113

Prospective limited investors should be aware that investments in private investment funds involve a high degree of risk. Investors could lose the entire amount of their investment or recover only a small portion of their investment if the fund suffers substantial losses.
The principal risk factors associated with an investment include the following. Please see Private Placement Memorandums of Funds for full disclosure of risk factors: General Investment Risks Managed Futures Trading Independence of and Dependence on the Portfolio Managers Access to Information Market Volatility Use of Leverage, Options and Other Derivatives Illiquid Investments High Fees and Expenses Potential Tax Liability of Limited Partners Delayed Schedule K-1s Estimates of Net Asset Value Future Regulation Absence of Certain Statutory Registrations Limited Operating History of the Fund and Partners Capital Past performance of underlying managers are not necessarily indicative of future results

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

76

Disclaimer
These materials are being provided to customers on the condition that they will not form a primary basis for any investment decision by or on behalf of its customers. These materials and any related documentation provided herewith is given on a confidential basis. This material is not intended for public use or distribution. It is the responsibility of every person reading this material to satisfy himself or herself as to the full observance of any laws of any relevant jurisdiction applicable to such person, including obtaining any governmental or other consent which may be required or observing any other formality which needs to be observed in such jurisdiction. This report is not an offer to sell or the solicitation of an offer to buy any security. The source for all figures included in this material is Partners Capital Investment Group, LLC, unless stated otherwise. While all the information prepared in this material is believed to be accurate, Partners Capital Investment Group, LLC may have relied on information obtained from third parties and makes no warranty as to the completeness or accuracy of information obtained from such third parties, nor can it accept responsibility for errors of such third parties, appearing in this material. Opinions expressed are our current opinions as of the date appearing on this material only. We do not undertake to update the information discussed in this material. We and our affiliates, officers, directors, managing directors, and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities, or derivatives thereof, of any companies mentioned herein. This material contains hypothetical or simulated performance results which have certain inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under- or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any client will or is likely to achieve profits or losses similar to those shown. These results are simulated and may be presented gross or net of management fees. This material may include indications of past performance of investments or asset classes. Past performance is not a reliable indicator and is no guarantee of future results. Investment returns will fluctuate with market conditions and every investment has the potential for loss as well as profit. The value of investments may fall as well as rise and investors may not get back the amount invested.

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Certain information presented herein constitutes forward-looking statements which can be identified by the use of forward-looking terminology such as may, will, should, expect, anticipate, project, continue or believe or the negatives thereof or other variations thereon or comparable terminology. Any projections, market outlooks or estimates in this material are forward-looking statements and are based upon certain assumptions. Due to various risks and uncertainties, actual market events, opportunities or results or strategies may differ materially from those reflected in or contemplated by such forward-looking statements and any such projections, outlooks or assumptions should not be construed to be indicative of the actual events which will occur. Certain transactions, including those involving futures, options, and high yield securities, give rise to substantial risk and are not suitable for all investors. The investments described herein are speculative, involve significant risk and are suitable only for investors of substantial net worth who are willing and have the financial capacity to purchase a high risk investment which may not provide any immediate cash return and may result in the loss of all or a substantial part of their investment. An investor should be able to bear the complete loss in connection with any investment. Certain aspects of the investment strategies described in this presentation may from time to time include commodity interests as defined under applicable law. Pursuant to an exemption from the U.S. Commodity Futures Trading Commission (CFTC) in connection with accounts of qualified eligible clients, this brochure is not required to be, and has not been filed with the CFTC. The CFTC does not pass upon the merits of participating in a trading program or upon the adequacy or accuracy of commodity trading advisor disclosure. Consequently, the CFTC has not reviewed or approved this trading program or this brochure. Copyright 2013, Partners Capital Investment Group LLC

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

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Partners Capital Contact Details

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Stan Miranda Chief Executive 5 Young Street London W8 5EH England ph: +44 (0)20 7938 5250 fax: +44 (0)20 7938 5201 stan.miranda@partners-cap.com

Paul Dimitruk Chairman & Partner 50 Rowes Wharf, 4th Floor Boston, MA 02110 USA ph: +1 617 292 2575 fax: +1 617 292 2571 paul.dimitruk@partners-cap.com

Will Fox Partner 50 Rowes Wharf, 4th Floor Boston, MA 02110 USA ph: +1 617 292 2572 fax: +1 617 292 2571 will.fox@partners-cap.com

John Collis Partner 5 Young Street London W8 5EH England ph: +44 (0)20 7938 5249 fax: +44 (0)20 7938 5201 john.collis@partners-cap.com

John Hampel Partner 5 Young Street London W8 5EH England ph: +44 (0)20 7938 5248 fax: +44 (0)20 7938 5201 john.hampel@partners-cap.com

Toby Seth Partner 5 Young Street London W8 5EH England ph: +44 (0)20 7938 5247 fax: +44 (0)20 7938 5201 toby.seth@partners-cap.com

Arjun Raghavan Partner 5 Young Street London W8 5EH England ph: +44 (0)20 7938 5226 fax: +44 (0)20 7938 5201 arjun.raghavan@partners-cap.com

Clint Liebenberg Partner 50 Rowes Wharf, 4th Floor Boston, MA 02110 USA ph: +1 617 292 2577 fax: +1 617 292 2571 clint.liebenberg@partners-cap.com

PARTNERS CAPITAL

Past performance is not indicative of future returns


This information is confidential and was prepared by Partners Capital solely for the use of our clients; it is not to be relied upon by any 3rd party.

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FC-116

RESOLUTION OF THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS OF THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK To: The Finance Committee (Finance Committee) of the Board of Directors (Board of Directors) of The Research Foundation for The State University of New York (Research Foundation) Frank J. Gabriel, Interim Chief Financial Officer Approval of Revised General Investment Policy & Guidelines

From: Subject: Background:

1. Pursuant to its charter duties and responsibilities, the Finance Committee shall review and recommend investment policy(ies) to the Board of Directors, which include the investments of the retiree health benefit trust. 2. The Board of Directors adopted a General Investment Policy & Guidelines originally on October 24, 2002, and amended several times, most recently April 12, 2013. 3. The Research Foundations investment consultant, Partners Capital Investment Group, LLC, recommends amending the General Investment Policy & Guidelines. These recommendations include an asset allocation change for the Operational Pool (Long Duration) and the VEBA Trust. 4. The investment consultant has reviewed and discussed the proposed policy changes with the Finance Committee. Resolution: The Finance Committee hereby resolves to recommend that the Board of Directors approve amending the General Investment Policy & Guidelines to incorporate the proposed asset allocation changes.

Kim E. Rosenfield General Counsel and Secretary June 12, 2013 FC2013-04

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FINANCIAL STATEMENTS AND ANALYSIS QUARTER ENDING MARCH 31, 2013

Keith B. Kaplan Financial Accounting Manager (518) 434-7035 keith.kaplan@rfsuny.org

FC-118

Contents

Executive Summary ...................................................................................... 1 Part 1: Financial Statements ......................................................................... 3 Balance Sheet ........................................................................................ Statement of Activities ............................................................................ Statement of Cash Flows ....................................................................... Balance Sheet Key Points ...................................................................... Statement of Activities Key Points .......................................................... Statement of Cash Flows Key Points ..................................................... 3 4 5 6 8 9

Part 2: Financial Charts................................................................................. 10 Part 3: Analysis of Expenses ....................................................................... 14 Sponsored Program and Other Activities Expense ................................ 14 Administration and Support Expense ..................................................... 15 Part 4: Financial Risk Assessment/ Corrective Action Plan ......................... 16 Part 5: Operating Plan Update ..................................................................... 21 Appendix I: Sponsored Programs Activity Report ........................................ 23

Note: Part 5, the Financial Plan Operating Budget Update, and Appendix I, the Sponsored Program Activity Report, are presented on a cash basis. All other amounts presented in this reporting package are on the basis of Generally Accepted Accounting Principles (GAAP). As a result, there are some differences between Part 5 and Appendix I, and the financial statements presented in Part 1. Certain prior year amounts have been reclassified to conform to the current year presentation.

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EXECUTIVE SUMMARY

Fiscal year-to-date March 31, 2013 has seen an increase of 17.4% in sponsored program revenues relative to prior year, as increases in CNSE activity more than offset reductions in Federal programs. The Research Foundations (RF) financial position- its balance sheet and solid financial ratios- continues to support the continued prefunding of sponsored programs as well as targeted spending on initiatives that are important to achieving the goals of the RF Strategic Plan. Key points from this report: Financial Statements Revenue Sponsored program revenue for the fiscal 2013 year-to-date increased $114.8 million or 17.4% from prior year first quarter. Decreases in federal revenue at campuses throughout the SUNY system, which was caused by the trailing off of ARRA program activity combined with decreases in federal flow-through programs, have been more than offset by construction and semiconductor program activity from New York State and private sponsors at CNSE, including payments made towards building the new NanoFabXtension facility. Increased volume was also seen in the G450 Consortium programs. For the majority of campuses, revenues were lower than in the prior year. See page 8 and Appendix I for more detail on revenue comparison to prior year, and Appendix I for cash-basis sponsored program volume by campus. As shown on page 8 and Appendix I, indirect revenue volume actually declined RF-wide even as direct volume increased, since the federally sponsored programs with higher indirect cost recoveries have decreased in volume, while volume from state and private sponsors, with lower indirect cost recoveries, increased. Market conditions resulted in net investment return on operational funds of 4.85%, compared to 1.07% in the same period last year. Other Income increased $15 million; this included a Fuller Road Management Corporation grant to help fund the 28nm technology license, increased third party recharge volumes and the impact of the deferred revenue gain on the sale-leaseback assets at CNSE.

Assets While revenues have increased, accounts receivable balances have decreased by $12.6 million compared to June 30, 2012. The funding for many of the nanotechnology programs driving the revenue increase was received in advance of the expenditures, while there have been some collections made on some of the NYS programs. Liabilities Deferred revenue balances have decreased $28 million compared to June 30, 2012, mainly due to decreases of $33.6 million from Empire State Development Corporation, offset by increases of unexpended funds of $6.2 million received in FY 2013 from members of the G450 consortium at CNSE. Deposits held for others decreased $24.6 million compared to June 30, 2012, mainly due to expenditures of $26.8 million at SUNY Downstate Medical Center on behalf of RF affiliate BioBAT for the development of the Brooklyn Army Terminal facility.

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Financial Risk Assessment There are six campuses (CNSE, UAlbany, Old Westbury, Plattsburgh, System Administration Provost and Upstate Medical University) that exceed the threshold of at-risk expenditures, agency deficits or overextended Research Management and Support (RMS) awards outlined in the RFs Risk Tolerance policy. See page 20 for more detail and updates to corrective action plans for these campuses.

Operating Plan Update Campuses provide projections for Grants and Contracts revenues for the Operating Plan. Based on fiscal year to date activity as of March 31, 2013: o Direct funding for Grants and Contracts programs is ahead of 2013 Plan projections by 7.7% when annualized. Cost recoveries for Grants and Contracts, if annualized, are tracking slightly below projections. o Contracted Services for Campus related Organizations is ahead of 2013 Plan projects by 12.4% when annualized. Cost recoveries for Contracted Services for Campus related Organizations are ahead of plan by 4.9% when annualized. Investment income for the third quarter appears to be in line with estimated targets, if not slightly ahead, due to an upswing in the market. Operating cash is at a level that allows the RF to prefund sponsored program expenditures prior to reimbursement without having to use the operating line of credit. As of March 2013, total operating cash is $214.9 million, which includes advances from sponsors of $93.4 million and agencies of $20.3 million. As of March 2013, there is an unfunded balance in the fringe benefit pool of $984K. This is a decrease of $2.5 million from the June 2012 balance of $3.5 million. Campus Service Center Fees and Gifts / Other Revenue are well above projections due to G450 consortium activity at CNSE.

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Part 1: Financial Statements


Balance sheet: Periods ending March 31, 2013 and June 30, 2012

March 2013 ASSETS Current Assets Cash and cash equivalents Accounts receivable, net Advances to others Short-term investments Due from broker for securities sold Other current assets T otal current assets Noncurrent Assets Long-term investments Long-term investments pledged Fixed assets, net Intangible assets, net Other noncurrent assets T otal noncurrent assets T otal assets LIABILITIES Current Liabilities Accounts payable and accrued expenses Accrued compensation Accrued vacation Deferred revenue Deposits held for others Current portion of capital lease obligations Current portion of long-term debt Line of credit and other short term debt T otal current liabilities Noncurrent Liabilities Deposits held for others Post-retirement benefit obligation Capital lease obligations, net of current portion Long-term debt, net of current portion Other liabilities T otal noncurrent liabilities T otal liabilities NET DEFICIT: Unrestricted T otal liabilities and net deficit $

June 2012

3,060,717 $ 206,112,304 14,986,587 132,871,470 4,386,275 361,417,353 68,193,764 9,518,188 26,128,006 41,768,250 19,030,958 164,639,166

916,046 218,675,127 13,074,958 192,272,655 18,873,180 8,771,195 452,583,161 17,439,439 10,000,000 29,377,905 46,849,500 20,653,262 124,320,106 576,903,267

526,056,519 $

79,862,458 $ 15,144,164 29,016,231 127,812,191 8,119,996 6,665,882 1,632,690 26,817,470 295,071,082 1,157,818 295,730,000 12,382,126 8,522,348 7,559,176 325,351,468 620,422,550 (94,366,031) 526,056,519 $

85,799,427 12,805,346 28,413,229 155,799,328 32,759,801 6,452,681 656,812 28,176,445 350,863,069 1,237,554 303,580,000 17,408,526 9,612,288 5,535,572 337,373,940 688,237,009 (111,333,742) 576,903,267

FC-122

Statement of Activities: Periods ending March 31, 2013 and 2012 The amount of money earned and spent by the RF is stated on the corporations statement of activities. The RF monitors and controls this activity through the RFs annual board approved Operating Plan, which ensures that allocations equal revenue for each fiscal year. Campuses can use unspent revenues from prior years to cover expenditures that exceed the current years revenue allocation.

Fiscal year-to-date March 31, 2013 REVENUES Grants awarded for research and other sponsored activities: Federal Federal Flow T hrough New York State and local Private and other T otal Grants awarded for research and other sponsored activities: Investment income, net Inventions and licenses income Other income T otal revenues Fiscal year-to-date March 31, 2012

285,959,195 $ 110,018,065 154,900,766 223,924,238 774,802,264 13,631,662 6,323,997 41,037,578 835,795,501

290,703,029 119,258,047 113,802,388 136,243,302 660,006,766 4,424,522 10,889,922 26,063,832 701,385,042

EXPENSES Sponsored programs and other activities Other program expenses Administration and support T otal expenses Change in net assets from revenue and expenses Other changes: Inherent net contribution from IT C/ST C acquisition T ransfer to affiliate organization FRMC Post-retirement related change other than net periodic benefit cost Increase (decrease) in net assets Net deficits at beginning of year Net deficits at end of year $

678,145,763 34,662,256 110,369,771 823,177,790 12,617,711

559,412,260 17,318,469 111,690,741 688,421,470 12,963,572

(3,500,000) 7,850,000 16,967,711 (111,333,742) (94,366,031) $

7,763,451 (46,500,001) (25,772,978) (32,510,759) (58,283,737)

FC-123

Statements of Cash Flow


Periods Ended March 31, 2013 and 2012 Month Ended March 31, 2013 Cash flow from operating activities: Federal grants and contracts State and local grants and contracts Private gifts and grants Other receipts Salaries and wages payments Employee benefits payments Payments to suppliers and vendors Operating interest, dividends and investment gains Distribution from BSA partnership Interest payments on capital debt and notes Other payments Net cash (used) provided by operating activities Cash flows from investing activities: Proceeds from sales of investments Purchases of investments Cash paid for purchases of fixed assets and licenses Net cash provided (used) by investing activities Cash flows from financing activities: Principal payments on long-term debt Proceeds from Simons Foundation Loan (for NYGC) Proceeds from Upstate Medical Loan Proceeds from Sale leaseback at CNSE Proceeds from line of credit Payments on line of credit Net cash (used) provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of period Reconciliation of change in net assets to net cash (used) provided by operating activities: Change in net assets Adjustments to reconcile change in net assets to net cash provided (used) by operating activities: Realized and unrealized gains on investments Change in fair value of interest rate swap Net change in equity investment of BSA partnership Inherent net contribution from ITC/STC consolidation, net of cash Depreciation and Amortization Loss on disposal of fixed assets Accretion of deferred gain on sale leaseback transaction Donated fixed assets Change in assets and liabilities: Accounts receivable and other assets Accrued investment income Accounts payable and accrued expenses Other accruals and other liabilities Deferred revenue Deposits held for and advances to others Post-retirement benefit obligation Net cash provided (used) by operating activities $ $ 402,253,842 123,522,871 224,586,929 191,427,094 (290,395,575) (107,968,195) (481,950,514) 1,835,700 1,011,000 (858,738) (86,143,790) (22,679,376) 272,354,783 (233,762,503) (7,421,060) 31,171,220 (4,988,198) 37,686,628 (39,045,603) (6,347,173) 2,144,671 916,046 3,060,717 Month Ended March 31, 2012 411,513,979 124,813,645 152,058,834 157,298,427 (308,777,997) (109,809,263) (345,055,068) 2,344,076 1,182,000 408,788 (59,316,382) 26,661,039 175,597,335 (175,952,168) (25,503,710) (25,858,543) (1,757,514) 2,500,000 2,500,000 27,000,000 80,728,433 (82,047,281) 28,923,638 29,726,134 1,076,799 30,802,933

16,967,711 (10,963,503) (176,397) 117,604 14,488,849 89,139 (5,062,500) (85,000) 16,658,418 15 7,423,975 (1,581,009) (27,987,137) (24,719,541) (7,850,000)

(21,629,228) (789,919) 359,385 (190,774) (6,768,016) 4,500,984 108,933 (1,687,500) (5,444,235) (156) 2,982,094 (2,820,580) 15,396,234 (3,856,184) 46,500,001 26,661,039

(22,679,376)

FC-124

BALANCE SHEET KEY POINTS Compared to prior year-end. Accounts receivable balances decreased $12.6 million since fiscal 2012 year-end, with net A/R decreases of $8.5 million from the NYS Department of Economic Development and $5.8 million from the NYS Office of Children and Family Services. The fringe benefit deficit, which is presented as a receivable in the financial statements, also decreased $11.3 million since fiscal 2012 year-end. These factors were offset by net increases in accounts receivable of $13.1 million from the Empire State Development Corporation, which included increases of $7.4 million at CNSE and $6.4 million at Stony Brook University. Due from broker for securities sold decreased $18.9 million compared to June 30, 2012 due to the settlement of transactions after year end. Other current assets decreased $4.4 million compared to June 30, 2012, mainly due to current-year expenditures of $2.8 million at University at Albany on an ARRA funded infrastructure award that had been paid in advance in fiscal year 2012. Additionally, royalty receivables decreased $1.6 million due to lower projected revenues for 2013. $9.5 million presented on the balance sheet as Long-term investments pledged is collateral for SUNYs purchase of the Community General Hospital of Greater Syracuse. This collateral requirement is expected to be relieved over the next ten years. Accounts payable and accrued expenses decreased $5.9 million compared to June 30, 2012. Large payables at year end were subsequently settled; these included $10 million payable to FRMC and $6.5 million for the second installment payment of the technology license capitalized in fiscal year 2012. This was partly offset by timing-related decreases to accruals. Deferred revenue balances have decreased $28 million compared to June 30, 2012, mainly due to decreases of $33.6 million from Empire State Development Corporation, offset by increases of unexpended funds of $6.2 million received in FY 2013 from members of the G450 consortium at CNSE. Deposits held for others decreased $24.6 million compared to June 30, 2012, mainly due to expenditures of $26.8 million at SUNY Downstate Medical Center on behalf of RF affiliate BioBAT for the development of the Brooklyn Army Terminal facility. Line of credit balances were relatively consistent with prior year-end levels; this includes a $23.5 million balance owed on the 32 nm technology license, reimbursement for which is pending ongoing efforts by CNSE management and state government officials.

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Net Assets continue to be in a negative position, including additional unfunded liability impact of the post-retirement benefit obligation. Below is a summary of the components of net assets as of March 31, 2013 and June 30, 2012. NET ASSETS (000s) Designated for campuses Invested in fixed assets, net of related debt Intangible assets, net of related debt Corporate reserve Investment reserve Post-retirement benefit obligation Other net assets Total unrestricted net deficit March 2013 June 2012

$188,856 20,613 41,768 1,385 (12,192) (295,730) (39,066) $ (94,366)

$ 185,432 23,937 40,350 2,975 (21,877) (303,580) (38,571) $ (111,334)

The current ratio, defined as current assets divided by current liabilities, is slightly lower than fiscal 2012 yearend, going from 1.29 as of June 2012 to 1.22 as of March 2013. The decrease is mainly due to the effect on investment balances of the spend-down of BioBAT funds as well as the timing of deferred revenue balances. The NACUBO standard for the current ratio is 2.0. Debt burden ratio, or the proportion of payments of interest and principal to total operating expenses, is at 4.2%. Benchmark level for this ratio is about 7%. While the current level is lower than the benchmark, RF has had still lower debt burden ratios in recent years. The ratio has increased over prior year level of 2.4% due to the interest and principal payments required on the capital leases referred to above; the FY 2012 payments were less than they will be by the end of FY 2013, since the leases started partway through FY 2012. Primary reserve ratio, adjusted to exclude the impact of the post-retirement obligation, has decreased slightly; it was 1.07 as of March 31, 2013, compared to 1.11 as of year-end June 30, 2012. Levels remain above the benchmark of 0.4 for this ratio, which measures an institutions operating flexibility and resources for strategic initiatives.

FC-126

STATEMENT OF ACTIVITIES KEY POINTS- Compared to same period in the prior year Sponsored program revenue for the fiscal 2013 year-to-date increased $114.8 million, or 17.4%, compared to fiscal year-to-date 2012. Decreases of $14 million in federal revenue were more than offset by increases of $41.1 million from New York State and local sponsors and $87.7 million from business and industry sponsors. American Recovery and Reinvestment Act (ARRA) awards decreased $15.4 million or (-59.7%) compared to prior year as activity on those awards continued to tail off. This decrease included a $14.3 million decrease on direct federal ARRA awards and a $1.1 million decrease on federal flow-through. Highlights of this and other sponsored program variances compared to prior year: o Total federal revenue, excluding ARRA awards, actually increased $9.6 million or 3.6% when compared to prior year, attributed mainly to increases from the US department of Energy. o Federal flow through revenue decreased $9.2 million or (-7.7%) compared to prior year, attributed mainly to decreases of $2.6 million from NYS Department of Health, $2.8 million from Business and Industry, $2.1 million from several other agencies and $1.8 million from NYS Office of Children and Family Services. o New York State and local revenue increased $41.1 million or 36.1% compared to prior year mainly due to NFX construction-related increases of $30 million in revenue from the Empire State Development Corporation, $7.5 million from other NYS agencies and $6.3 million from DASNY. o Private and other revenue increased $87.7 million or 64.4% compared to prior year, with $89.2 million attributed to increases from business and industry at CNSE. o Indirect sponsored program revenue- the excess of total sponsored revenue over direct sponsored expenses excluding depreciation of intangible licenses- decreased by 2.9% from prior year. This was mainly due to the change in revenue mix noted above; indirect cost recoveries are less on state- and privately-sponsored awards than on federally-sponsored awards. Investment income: o March year-to-date (YTD) investment income of $13.6 million is mostly attributed to improved market conditions in the half of the FY 2013, compared to the prior year-to-date periods investment income of $4.4 million. The fiscal YTD return on operational funds was 4.85%. o Additionally, YTD investment return for the VEBA Trust was $12.2 million. The VEBA Trust is a separate legal entity and, as such, VEBA activity is not reported in the Research Foundation financial statements. Inventions and licenses income decreased $4.6 million, due to the decreased sales volume on Centocor agreement caused mainly by increased generic drug competition. Other income increased $15 million; this included $10 million grant received from affiliate FRMC to help fund the 28nm technology license, approximately $1.6 million at CNSE for STC Third Party recharges and $3.4 million from the recognition of the deferred revenue gain on the sale-leaseback assets at CNSE.

FC-127

While administration support costs were flat compared to the prior year, other program support, e.g. costs to support third-party recharge and other nonsponsored activity at campuses, increased relating to the increase in other income volume noted above. In total, administration and support costs increased approximately 12% compared to the prior year. See page 15 for more information on administration and support costs.

The RF transferred $3.5 million to affiliate organization FRMC for the construction of NFX facilities. This was reflected as transfer to affiliate organization FRMC as other changes to net assets. Funding for this transfer was obtained from the fiscal 2012 sale-leaseback transaction. The post-retirement related change other than net periodic benefit cost was a $7.9 million increase to net assets, compared with last years $46.5 million decrease. This is due to interest rate fluctuations; the postretirement liability is updated quarterly to reflect estimated impacts of those fluctuations.

STATEMENT OF CASH FLOW KEY POINTS Operating cash outflows reflected the expenditures from the BioBAT building project (reflected on the cash flow statement as other payments), while investing cash inflows were high in order to provide cash to meet those operating expenditures. Financing cash outflows mainly resulted from paydown of the sale-leasebacks entered into in FY 2012.

FC-128

PART 2: FINANCIAL CHARTS The following charts present trends from the past several years. These charts are presented on an accrual basis. Charts included in this package: Sponsored and Unrestricted Accounts Receivable by Major Sponsor NYS A/R Balances Sponsored and Unrestricted Deferred Revenue by Major Sponsor Revenue by Type

Accounts Receivable by Major Sponsor


Sponsored and Unrestricted Accounts Receivable by Major Sponsor (Deficits)
240,000 220,000 200,000 180,000 160,000 In Thousands 140,000 120,000 100,000 80,000 60,000 40,000 20,000 0 Federal Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Other
% Change vs Jun-12 -16.9% -27.6% 4.3% 10.7% -9.5% 37.6% -43.6% -5.7%

Federal Flow Through - NYS

Federal Flow Through - Other

State and Local

Jun-11 Federal Federal Flow Through - NYS Federal Flow Through - Other State and Local Other Sponsored Unrestricted Total 36,952 29,702 18,872 62,317 37,691 21,036 16,655 185,534

Sep-11 34,434 24,896 21,895 71,241 38,053 22,034 16,019 190,520

Dec-11 34,815 25,748 20,287 73,490 38,811 22,266 16,545 193,151

Mar-12 33,567 26,358 21,770 66,258 37,391 21,173 16,218 185,344

Jun-12 39,428 36,760 21,959 73,106 47,422 19,925 27,497 218,675

Sep-12 31,217 18,594 21,432 85,196 41,255 23,113 18,142 197,694

Dec-12 28,331 20,391 22,629 97,765 46,144 29,275 16,869 215,260

Mar-13 32,782 26,606 22,903 80,900 42,921 27,414 15,507 206,112

10

FC-129

120,000

NYS A/R Balances

80,000 In Thousands 40,000 0

Jun-11

Sep-11

Dec-11

Mar-12

Jun-12

Sep-12

Dec-12

Mar-13

Federal Flow Through - NYS

State and Local

Total

Jun-11 Federal Flow Through - NYS State and Local Total 29,702 62,317 92,020

Sep-11 24,896 71,241 96,138

Dec-11 25,748 73,490 99,238

Mar-12 26,358 66,258 92,616

Jun-12 36,760 73,106 109,866

Sep-12 18,594 85,196 103,790

Dec-12 20,391 97,765 118,156

Mar-13 26,606 80,900 107,506

% Change vs Jun-12 -27.6% 10.7% -2.1%

11

FC-130

Deferred Revenue by Major Sponsor


Sponsored and Unrestricted Deferred Revenue by Major Sponsor
220,000 200,000 180,000 160,000 140,000 In Thousands 120,000 100,000 80,000 60,000 40,000 20,000 0 Jun-11 Sep-11 Dec-11 Mar-12 State Jun-12 Sep-12 Dec-12 Balance Mar-13 Other
% Change vs Jun-12 -41.8% -43.8% -9.7% 5.1% -5.6% 16.0% -31.6% -18.0%

Federal & Federal Flow Through

Multiple Sponsors

Jun-11 Federal & Federal Flow Through State Multiple Sponsors Balance Other Sponsored Unrestricted Total 14,147 49,182 12,545 21,217 58,907 37,394 21,513 155,999

Sep-11 14,052 32,692 12,515 21,796 73,862 40,206 33,656 154,918

Dec-11 11,847 20,022 12,561 21,315 71,046 39,859 31,187 136,791

Mar-12 13,518 71,884 15,465 23,730 83,798 47,215 36,584 208,396

Jun-12 12,809 42,910 12,408 21,360 66,312 36,250 30,063 155,799

Sep-12 15,578 53,223 13,768 23,205 95,035 71,500 23,535 200,809

Dec-12 7,205 41,181 13,811 23,367 102,679 79,847 22,832 188,243

Mar-13 7,458 24,116 11,201 22,439 62,599 42,040 20,559 127,812

12

FC-131

Sponsored Program Revenue


Revenue by Type
900,000 800,000 700,000 600,000 In Thousands 500,000 400,000 300,000 200,000 100,000 0 Federal Mar-11 Federal Flow Through - NYS Mar-12 Federal Flow Through - Other Mar-13 State Industry/Other

Mar-11 Federal Federal Flow Through - NYS Federal Flow Through - Other State Industry/Other Total 311,419 74,519 49,646 130,296 138,535 704,415

Mar-12 290,703 64,512 54,746 113,802 136,244 660,007

Mar-13 285,959 54,703 55,315 154,901 223,924 774,802

% Change vs. Mar-12 -1.6% -15.2% 1.0% 36.1% 64.4% 17.4%

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Part 3: Sponsored Program and Other Activities Expense The Research Foundation of SUNY Sponsored Programs and Other Activities As of March 31, 2013 and 2012

Fiscal Year 2013 Salaries Fringe Benefits Supplies Travel Relocation Conference/Training/Registration Leases, Contracts & Services - Equipment & Vehicles Leases, Contracts & Services - Building Patient Care Subawards Tuition and Fees Public Services Utilities Postage, Publishing and Printing Costs Contracts and Services - General Equipment Depreciation & Amortization Campus Services - Recharges Other Expenses Participant Support/Fellowships Alterations and Renovations Total Sponsored Programs and Other Activities $ $ 199,191,476 73,915,582 43,201,157 11,460,351 (147,501) 2,976,833 12,578,565 19,004,984 1,059,438 50,100,029 13,443,407 517,148 8,100,386 1,304,383 84,117,908 82,462,163 5,081,250 (9,433,651) 698,044 13,211,630 65,302,181 678,145,763 $ $

Fiscal Year 2012 203,116,394 71,200,739 49,071,458 11,854,796 (6,865,157) 3,365,279 10,816,357 13,338,018 999,482 47,812,781 13,349,304 384,420 6,613,693 1,583,258 83,083,422 32,589,549 4,143,750 (4,657,335) 765,301 12,871,205 3,975,546 559,412,260 $ $ Change (3,924,918) 2,714,843 (5,870,301) (394,445) 6,717,656 (388,446) 1,762,208 5,666,967 59,956 2,287,248 94,104 132,728 1,486,693 (278,876) 1,034,486 49,872,614 937,500 (4,776,317) (67,257) 340,425 61,326,636 118,733,504 % Change -1.93% 3.81% -11.96% (1) -3.33% -97.85% (2) -11.54% 16.29% 42.49% (3) 6.00% 4.78% 0.70% 34.53% 22.48% (4) -17.61% 1.25% 153.03% (5) 22.62% 102.55% (6) -8.79% 2.64% 1542.60% (7) 21.22%

(1) Decrease is primarily due to expenses associated with Empire State Development Corp. International SEMATECH Manufacturing Initiative Capital Grant of $5.2M FY12 over FY13. (2) Increase is primarily due to prior year reclassification of expenditures from the University of Albany CID program to other lines due to catch up of recording detailed classification of foreign advances, $6.9M. No net impact to expense. (3) Increase is primarily due to NFX facility lease payments of $9M, new for FY13, partly offset by other CNSE lease. (4) Increase in fiscal year 2013 is primarily due to additional costs over prior year for the Nanofab projects at CNSE of $1.6M. (5) Increase is due to CNSE 450mm programs ($45.0M), as well as $5.9M in spending on the US Photovoltaic Manufacturing Consortium. (6) Variance in recharge is primarily due to timing at CNSE. (7) The largest portion of this is due to increased NFX facility construction costs of $56.9M in FY13 included in this line. NOTE: Prior year balances are presented to conform with current year classifications. Prior year equipment was reduced by $23.5 million consistent with the accounting policy change for the FY 2012 intangible license purchase. Also relating to the licenses, prior year Depreciation & Amortization line was increased by $4,143,750 consistent with the accounting policy change made during 2012 year-end.

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Part 3: The Research Foundation of SUNY Administration and Support Expenses As of March 31, 2013 and 2012 Fiscal Year Fiscal Year 2013 2012 $ 46,885,566 $ 48,307,544 $ 19,965,056 20,516,429 4,152,845 4,269,168 2,853,112 2,785,241 1,550,134 1,510,880 429,532 177,623 3,441,417 5,793,681 382,656 231,575 196,037 205,626 133,521 2,846,088 280,069 371,189 20,408,289 17,585,099 9,278,846 4,502,906 (2,486,451) 1,897,939 705,173 478,178 2,193,968 211,577 $ 110,369,771 $ 111,690,741 $

Salaries Fringe Benefits Supplies T ravel Conference/T raining/Registration Leases, Contracts & Services - Equip & Vehicles Leases, Contracts & Services - Building T uition and Fees Public Services Utilities Postage, Publishing and Printing Costs Contracts and Services - General Depreciation & Amortization Other Expenses Participant Support/Fellowships Alterations and Renovations T otal Administration and Support Expenses

Change (1,421,977) (551,373) (116,323) 67,872 39,254 251,909 (2,352,264) 151,081 (9,589) (2,712,566) (91,120) 2,823,190 4,775,940 (4,384,390) 226,995 1,982,391 (1,320,970)

% Change -2.94% -2.69% -2.72% 2.44% 2.60% 141.82% -40.60% 65.24% -4.66% -95.31% -24.55% 16.05% 106.06% -231.01% 47.47% 936.96% -1.18%

(1)

(2) (3) (4) (5) (6)

(1) Decrease is mainly due to a decrease of ($1.2M) at Buffalo State College and a decrease of ($0.8M) at SUNY Albany. (2) Decrease is primarily due to ($2.7M) resulting from nonrecurring prior year expense at Stony Brook. (3) Increase was driven by approximately $2.8M in Oracle upgrade costs. (4) Increase is primarily due to timing of amortization of the two sets of CNSE Sale leaseback assets in FY13. Prior year-to-date through March 31, 2012 included only one of those sale leasebacks, and it started in the 2nd quarter. Net impact is a $3.4M increase over prior year. (5) Decrease is primarily due to timing associated with accruals and chargebacks. (6) Increase is primarily due to activity at Stony Brook for construction costs, including retrofit of labs.

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PART 4: FINANCIAL RISK ASSESSMENT AND CORRECTIVE ACTION PLAN Quarter ending March 31, 2013 The Finance Office continuously reviews the financial condition of the Research Foundation and assesses the financial risks to the corporation. Financial risks identified by management are being addressed by continuous monitoring of investment and accounts receivable balances, as well as initiatives to reduce fringe benefit and other administrative costs in conjunction with the Strategic Plan. These financial risks, along with operational, sponsored program, entity-level and information technology risks, have been incorporated into a corporate Enterprise Risk Management (ERM) program. This risk assessment identifies current top risks and provides the Finance Offices recommendation for mitigating or managing the risk. In the chart on the following page, various risk areas are identified with risk levels plotted for illustrative purposes. Below is a guide to how those risks are presented:

Strategy Red Area- Risks to Mitigate Yellow Area- Risks to Manage

Green Area- Risks to Monitor and Make do with

Used to manage . . . Risks that are likely to happen and have a high impact. They must be eliminated or transferred away from the RF. Risks that either have a large impact but are not likely to happen, or they are likely to happen but have a low impact. They can be managed by implementing controls, buying insurance or entering into financial contracts. Risks that have a moderate to low impact and moderate to low likelihood. They are monitored to ensure changes in risk levels are identified, communicated and addressed.

Responsible Role The Board Finance Committee will be kept updated on measures needed to mitigate the risk, and vote on any actions requiring Board approval. The Board approves policies that central office and campus management will implement to manage the risk. The quarterly Financial Statements and Analysis discusses these risks and management activities in these areas. Central office and campus management have put controls in place and monitor these risks. More significant unforeseen events are covered by self-funded reserves.

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ResidualRiskAnalysis Balance Sheet


Catastrophic

Major

10 Impact
Moderate

12 2 16

7
Minor

5 14 11 13

4 3

15

6 89

Insignificant

RemoteUnlikelyPossibleLikelyAlmost Certain

Likelihood

LegalRisk StrategicRisk

OperationalRisk FinancialRisk

1 2 3 4 5 6 7 8

Cash Accounts receivable Advances to Others Investments Fixed Assets Other Assets Accounts Payable and Accrued Expenses Accrued Compensation

9 10 11 12 13 14 15 16

Accrued Vacation Deferred Revenue Deposits Held for Others Post-retirement Obligation Long-term Debt Line of Credit and other short-term Other Liabilities Net Assets

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FINANCIAL RISKS- HIGHER-RISK BALANCE SHEET AREAS Item: Top Risk: Accounts Receivable- Sponsored Programs Large receivable balances and aging profile of the balances negatively affects the corporations cash flow and use of working capital over an extended period of time. As seen in prior year in the case of NYSTAR, continued engagement with New York State, particularly agencies and authorities with significant aged balances is an important part of managements strategy to reduce A/R balances. The Sponsored Programs staff monitors status of A/R. Additionally, RF senior management intends to engage with state officials as needed. Significant future reductions to the aged balances, along with timely and complete collections of NYS balances, would result in reduced risk assessment.

Recommendation:

Status:

Item: Top Risk:

Post-Retirement Benefit Obligation Size of, and potential growth to, the unfunded liability beyond the ability of the assets held in the Voluntary Employee Benefit Association (VEBA) trust to pay future expenses.

Recommendation:

Continue to evaluate the expected growth rate of the unfunded benefit obligation at newly revised cost levels. Future increases in cost growth rates could be mitigated by further changes. It is noted that further increases to employee contributions are planned for fiscal years 2013 and 2014. Further increases to funding the liability could be evaluated as a means of more quickly attaining 75% funding of the funding liability. A fringe benefit review is expected to be performed every two years.

Status:

As of March 31, 2013, the discount rate has gone up to around 4.23%, compared to the rate as of June 30, 2012, which was 4.05%. This increase indicates a potential decrease in the calculated liability as of the fiscal 2013 year-end. The current-year increase is smaller than the prior years decrease in rates, therefore the fiscal 2013 decrease in required liability is expected to be significantly less than the $90 million increase to liability caused by fiscal 2012s rate change. Due to changes in expected rates of return experienced across the board by pension and post-retirement plans throughout the marketplace, earlier this fiscal year the RF Board approved a revision to the funding policy, assuming a 7.5% return on the VEBA assets. This result in an increased funding contribution from $6.6 million to $8.0 million.

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The chart below reflects the impact of these changing rates on both the funding levels and the funding liability. While the balance sheet liability reflects accounting standards for actuarial accrued liabilities, the funding liability is a more realistic valuation based on todays statistics on retirement ages and expected rates of return for funded assets. The proportion of assets relative to the funding liability is expected to improve over the next several years, due to continued funding coupled with investment gains. The expected proportion for 2013 fiscal year-end is about 55%.

Post-retirement Benefit Obligation


250.0 213.1 200.0 198.7 227.6

150.0 101.4 106.6

124.9

100.0

50.0

0.0 FY 2011
Assets

FY 2012
Funding Liability

FY 2013 (proj)

Item: Top Risk:

Net Assets A negative net assets position threatens the financial viability of the corporation. In addition to meeting expected operating costs, the corporation needs to have the means to meet possible new costs relating to strategic goals, particularly collaborations. Several actions to preserve capital, reduce liabilities and decrease balance sheet risks are in place, including: The withholding of investment income for a period of time until retained investment income brings the investment income reserve closer to positive territory. This withholding is expected to continue into fiscal year 2014.
19

Recommendation:

FC-138

Status:

Work with campuses to minimize the risk assumed on at-risk receivables based on risk tolerance parameters. Increases to participant contributions to help reduce the RFs unfunded retiree health liability. Strategic plan- driven measures to increase sponsored program and intellectual property revenues to provide greater cash inflows and a stronger balance sheet.

With respect to monitoring of campuses based on risk tolerance parameters, the following campuses are in an intolerable range according to the RFs Risk Tolerance policy: i. CNSE has exceeded their threshold due to having $31.4 million in expenditures on At Risk awards. $25.7 million of this is related to a grant with the Empire State Development Corporation and $5.4 million is related to grants from NYS Department of Economic Development; both of these are expected to be collectible. UAlbany has also exceeded its threshold, due to $5.8 million in At-Risk expenditures, of which $3.0 million was from the NYS Office of Children and Family Services. Upstate Medical University is in the intolerable range due to having approximately $11.4 million of over expended agency awards. These deficits, which are monitored by Upstate and RFs Finance Offices, are offset by surplus balances on other agency awards. Old Westbury remains in the intolerable range due to $721k on their Research Management and Support (RMS) accounts. Plattsburgh is in the intolerable range due to having approximately $583K in expenditures on At Risk awards primarily due to an award with Empire State Development Corporation ($351K). System Administration Provost is in the intolerable range for having a deficit balance of approximately $2.3 million on their RMS awards. RF has been working with SUNYs CFO on key business decisions. A corrective action plan has been implemented. The other recommended actions are all in process. When the retiree health adjustments to net assets, other than operational expenses for retiree health, are subtracted from the past several years activity, progress has been made on improvement of the net assets level. Such adjustments have aggregated a negative $94 million in the past three years. The risk level is expected to be decreased within the next several years, reflecting increased financial strength and ability to carry out the RFs mission in an environment of decreasing available governmental funding.

ii. iii.

iv. v.

vi.

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Year to date March 31, 2013 (in millions)

PART 5: OPERATING PLAN UPDATE

2013 Plan Direct Funding Grants and contracts to faculty researchers and scholars Contracted services for campus related organizations Total $826.2 183.1 $1,009.3 2013 Plan Uses of Allocated Funds Action steps to implement strategic plan System-wide collaboration support Campus operations and research support Central office operations SUNY strategic plan support Royalties paid to inventors (40% of total) Corporate reserve Investment reserve Total $5.1 2.5 137.1 24.5 2.6 3.7 2.6 10.7 $188.8 2013 Plan Sources of Allocated Funds Cost recoveries for grants and contracts to faculty researchers/scholars Cost recoveries for contracted services to campus-related organizations Investment income, net Distribution from corporate reserves Royalties from licensees Fees paid by business/industry to use campus service centers Equity distributions from Brookhaven Science Associates Other Total Notes: (A) 2013 Plan per the Preliminary Operating Plan approved by the board in April 2012. (B) 2013 Actual represent actual revenue and expenditures to date as of 3/31/2013. 21 $138.2 6.6 12.6 5.2 9.3 4.5 1.8 10.6 $188.8

2013 Actual $667.2 154.3 $821.5 2013 Actual $4.0 1.9 124.0 17.4 2.2 3.2 0.9 11.2 $164.8 2013 Actual $100.2 5.2 11.2 5.2 7.9 10.7 2.4 22.0 $164.8

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OPERATING PLAN KEY POINTS Campuses provide projections for Grants and Contracts revenues for the Operating Plan. Based on fiscal year to date activity as of March 31, 2013, direct funding for Grants and Contracts programs is ahead of 2013 Plan projections by 7.7% when annualized. Cost recoveries for Grants and Contracts, if annualized, are tracking slightly below projections. Investment income for the third quarter appears to be in line with estimated targets, if not slightly ahead, due to an upswing in the market. Corporate Reserve: As of the end of March 2013, the corporate reserve has a balance of $2.4 million which includes estimated funding from investment income of $2.2 million. The Corporate Reserve funded $4 million to Research technology services, $250,000 to the Technology Accelerator Fund and $900,000 to SUNY Press support in FY 2013. Investment reserve: The investment reserve currently has a negative $12.0 million balance as a result of not allocating the significant investment losses from fiscal year 2009 to the campuses. Starting in fiscal year 2009, any investment income has been withheld from the campuses to restore the reserve levels. Fringe Benefit Balance: As of March 2013, there is an unfunded balance in the fringe benefit pool of $984 thousand. This is a decrease of $2.5 million from the June 2012 balance of $3.5 million. Operational Cash: Analysis of operational cash shows how well the RF is able to cover expenditures prior to reimbursement without having to use the line of credit. Operational cash comprises campus cash balances, and program advances. Campus cash balances reflect campus unexpended allocations as well as royalties and fees received, net of the effect of accounts receivable and encumbrances. Program advances consist of advances received from sponsors and agencies, line of credit borrowings, and other designated credit balances such as outstanding checks. As of March 2013, total operating cash is $214.9 million, which includes advances from sponsors of $93.4 million and agencies of $20.3 million. The RF maintains lines of credit to provide additional flexibility in cash management and to cover expenditures due to lack of sufficient working capital for specific campuses. CNSE and University at Albany are in the project line of credit for $24.2 million and $2.6 million, respectively.
Lines of Credit As of March 31, 2013 (in millions) Operating line balance ($15 mil available) Project line balance ($50 mil available) Total balances on lines of credit

Actual as of March 2013


$$ 26.8 $ 26.8

Actual as of June 2012


$ 0.3 $ 27.8 $ 28.1

Change from June 2012


-1.0% -3.6% -4.6%

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Appendix I Expenditures Sponsored Program Activity Report- by Campus July 1, 2012 through March 31, 2013
Direct Volume (000's) Indirect Volume (000's) Total Volume (000's)

CAMPUS University Centers and Doctoral Degree Granting Institutions: CNSE University at Albany Binghamton University University at Buffalo Stony Brook University SUNY Downstate Medical Center Upstate Medical University SUNY ESF College of Optometry Total-University Centers and Doctoral Degree Granting Institutions

Change vs PY

Change vs PY

Change vs PY

256,175 53,156 20,438 84,797 103,100 37,312 18,969 8,964 964 1,600 584,511

48% -16% -12% -5% 3% 1% -8% -10% 10% -18% 13%

6,034 9,899 5,169 26,448 29,523 7,595 6,308 1 645 1,645 561 93,182

46% -15% -13% -6% -4% -1% -8% -5% 5% -30% -4%

262,209 63,055 25,607 111,245 132,623 44,907 25,277 10 609 10,609 2,161 677,693

48% -16% -12% -5% 2% 1% -8% -9% 9% -22% 10%

University Colleges: Buffalo State College All Other University Colleges: Total- University Colleges Technology Colleges Sys. Admin - Provost

14,945 25,701 40,646 9,539 8,307

-23% -12% -16% -3% -10%

2,814 2,703 5,517 820 718

-26% -12% -20% -1% -6%

17,759 28,404 46,163 10,359 9,025

-24% -12% -17% -3% -10%

Grand Total:

643,003

10%

100,237

-5%

743,240

8%

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