Investment Management Company
The Executive Committee shall oversee an internal investment management company established by the Executive Committee as a constituent part of the Institute. The Executive Committee shall approve and adopt, and may from time to time amend, the bylaws of the company, and shall appoint its governing board. The governing board of the investment management company, or any officer or officers of the company designated by said board, shall, subject to Paragraph 14.3.5 of these Bylaws, assume those functions of said company which the Executive Committee invests in said company.
Subject to the oversight of the Executive Committee, and to the terms of and any limitations imposed by the Executive Committee’s authorization, the governing board of the investment management company shall establish, and may revise from time to time, policies and procedures relating to the following activities, and the governing board of such company, and any officer or officers of the company or investment manager designated by the governing board for this purpose, shall have full authority, acting in accordance with such policies and procedures:
(a) to sell and transfer, invest, and reinvest the whole or any part of the personal property and, subject to Paragraph 14.3.6 of these Bylaws, the real property of the Institute, including, unless certain funds are expressly excluded by the Executive Committee, all funds of the Institute and all special reserve funds, such as the Student Loan Fund, with such activities to be undertaken in such manner and upon such terms as shall seem best to the governing board of said company or its designated officer or officers;
(b) to enter into arrangements on behalf of the Institute for the appointment of an investment manager or investment managers with full authority to sell and transfer, invest, and reinvest the whole or any part of the personal property and, subject to Paragraph 14.3.6 of these Bylaws, the real property of the Institute, with such activities by any investment manager to be undertaken in such manner and upon such terms as seem best to such investment manager; and
(c) to provide such investment and debt management services and such other services relating to the assets and financial interests of the Institute as the company is authorized by the Executive Committee to provide, with such activities to be undertaken on such terms as shall seem best to the governing board of said company or its designated officer or officers.
The Custodian of Securities, transfer agents, and other third parties shall not have a duty to ascertain whether the investment policies and procedures of the Institute, including without limitation such policies of any investment management company or Investment Committee of the Corporation, have been fulfilled.
Reports on the investments of the Institute shall be supplied by the chair of the governing board of the investment management company, or the president or any other officer or officers of the company designated by such board, the company’s bylaws or Institute’s Bylaws, to the members of the Executive Committee, as determined by the Executive Committee. Such reports shall be supplied by such official of the company to the members of the Corporation as provided in Section 10.1.