cal poly pomona foundation, inc. packets/bm355.pdfe. cpp food truck update f. kw renovations update...

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CAL POLY POMONA FOUNDATION, INC. CALIFORNIA STATE POLYTECHNIC UNIVERSITY, POMONA

Meeting of the Board of Directors, Number 355

May 23, 2013

2:00 pm – Garden Vista Room @ Kellogg West Conference Center & Lodge

AGENDA

ANNUAL MEETING Election of 2013-14 Board Members: Ms. Cynthia Williams - election to Staff Director Mrs. Mei Lien Chang – re-election to At-Large Member Ms. Kathy Tully – re-election to At-Large Member

Mr. Lowell Overton – re-election to Community Member Mr. Oliver Santos – re-election to Community Member Mr. Thomas Goff – re-election to At-Large Member Mr. Mickey Segal – re-election to At-Large Member I. PRESIDENT’S REPORT J. Michael Ortiz, President II. CONSENSUS ACTION ITEMS

Consensus Items: Items in this section are considered to be routine and acted on by the committee in one motion. Each item of the Consent agenda approved by the committee shall be deemed to have been considered in full and adopted as recommended. Any committee member may request that a consent item be removed from the consent agenda to be considered as a separate action item. If no additional information is requested, the approval vote will be taken without discussion. An “A” distinguishes items requiring approval.

Page

A. Reading of Minutes 354 (02/20/13) 1 - 3 (ATTACHMENT 355-II-A)

B. Election of Officers – 2013-2014 G. Paul Storey 4 (ATTACHMENT 355-II-B) A Executive Director C. Financial Highlights –3rd Quarter 2012-13 David Prenovost 5 - 12

(ATTACHMENT 355-II-C) Senior Manager/CFO

D. 2012-13 External & Financial Single Auditor Selection David Prenovost 13 (ATTACHMENT 355-II-D) A Senior Manager/CFO

E. 2012-13 Child Care Auditor Selection David Prenovost 14 - 19 (ATTACHMENT 355-II-E) A Senior Manager/CFO

F. Investment Report 3rd Quarter 2012-13 David Prenovost 20 - 50 (ATTACHMENT 355-II-F) A Senior Manager/CFO III. ACTION ITEMS

A. Budget 2013-2014 G. Paul Storey 51 - 92 (ATTACHMENT 355-III-A) Executive Director

B. 457 Plan Employee Conversion Dennis Miller 93 - 98 (ATTACHMENT 355-III-B) Chief Employment Officer

C. Dining Service/Bookstore Summer and Fall Operating Hours G. Paul Storey 99 - 105

(ATTACHMENT 355-III-C) Executive Director

D. Policy 157 Update David Prenovost 106 - 110 (ATTACHMENT 355-III-D) Senior Manager/CFO

Board of Directors Meeting #355 May 23, 2013

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IV. DISCUSSION ITEMS V. INFORMATION ITEMS

The following items provide information and reports by management staff to the committee. Staff and committee may engage in discussion on any item if requested by committee member or staff member.

A. 2013 CSU Auxiliary Compliance Audit David Prenovost 111 (ATTACHMENT 355-V-A) Senior Manager/CFO B. Executive Director’s Report G. Paul Storey Executive Director VI. OPEN FORUM

Board Membership - terms ending J. Michael Ortiz, President and

-Thanks and Recognition for Board Service Paul Storey, Executive Director Dr. Ed Merritt – Term as Faculty Director Ended – 4 years of service

Ms. Cassandra Reyes – Term as Staff Director Ended - 6 years of service Mr. Christopher Osuala – Term as ASI President ended Mr. Evin Coukos – Term as Student Director ended

Mr. Jordan Kittleson – Term as Student Director ended Mr. Phil Sales – Term as Audit Committee member ended

CAL POLY POMONA FOUNDATION, INC. California State Polytechnic University, Pomona

MINUTES OF MEETING NO. 354

OF THE BOARD OF DIRECTORS

February 20, 2013

Pursuant to a written order by Dr. J. Michael Ortiz, delivered to each member of the Board of Directors on January 11, 2013, the Board of Directors of

the CAL POLY POMONA FOUNDATION, INC. assembled and held a meeting on the campus of the California State Polytechnic University, Pomona,

California, at 2:00 p.m. on February 20, 2013.

Present were; Dr. Ed Barnes, Ms. Mei Lien Chang, Mr. Evin Coukos, Ms. Susie Diaz, Ms. Rachel Dominguez, Dr. Winny Dong, Dr. Doug Freer, Mr.

Tom Goff, Mr. Jordon Kittleson, Dr. Richard Lapidus, Mr. John McGuthry, Dr. Edward Merritt, Dr. J. Michael Ortiz, Mr. Christopher Osuala, Mr. Lowell

Overton, Mr. James Priest, Mr. David Speak, Mr. Scott Warrington.

.

Absent were; Dr. Marten denBoer, Ms. Cassandra Reyes, Mr. Oliver Santos, Mr. Mickey Segal, and Ms. Kathy Tully

Mr. Clint Aase, Ms. Karina Diaz-Infante, Dr. Frank Ewers, Ms. Brenna Grabowski, Ms. Anne McLoughlin, Mr. Dennis Miller, Ms. Debra Poe, Mr. David

Prenovost, and Mr. G. Paul Storey were invited guests.

Dr. Ortiz and James Priest presented the 2012-2013 Norman J. Priest Scholarship Award to recipients Karina Diaz-Infante, Brenna Grabowski, and

Jordon Kittleson. Each student received a $1,000 scholarship.

Dr. Ortiz called the meeting to order at 2:10 pm.

PRESIDENT’S REPORT

1. Last week was the first Presidents Council meeting in Long Beach with the new CSU Chancellor, Timothy White. His demonstrated leadership

and commitment to student success are certainly welcomed at our university.

2. The Governor’s Proposition 30 passage brings $125 million to the CSU budget overall. These funds are a welcome addition to the budget..

3. ASI held its first Cal Poly Pomona Homecoming last week since 1976.

4. The men’s Bronco’s basketball team clinched the regular season CCAA title and will be playing Cal State LA on Faculty Staff Day 2/27/13.

II. CONSENSUS ITEMS

A. Reading of Board Meeting Minutes # 353

B. Salary Grade Revisions

C. Investment Report 2nd Quarter 2012-13

D. Financial Highlights-2nd Quarter 2012-13

E. CPP Food Truck Update

F. KW Renovations Update

G. Los Olivos Renovations Update

A motion was made by David Speak to approve the entire Consent Agenda. The motion was seconded by Susie Diaz and unanimously approved,

18 Ayes, 0-Abstentions, 0-Nays.

III ACTION ITEMS

A. Bronco Bookstore Consultant’s Recommendations

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Minutes - Board of Director’s Meeting February 20, 2013 Page 2

Paul Storey explained the Bronco Bookstore entered into an agreement with Connect2One, an organization that is an alliance of Independent

College Bookstores, to assist with addressing multi-year planning issues. The goal of the update is to ensure that the Bookstore’s programs

remain aligned with evolving conditions on the campus and in the overall market. A motion was made by Ed Barnes to approve the Bronco Bookstore Strategic Plan Update. The motion was seconded by James Priest and

approved 18 Ayes, 0-Abstentions, 0-Nays.

B. Policy 118 Update-Foundation Budget Process

Paul Storey explained the Foundation Budget Process Policy 118 needs to be updated due to the endowments transfer from the UET to the

Foundation. The word “unrestricted” needs to be removed to accommodate the endowments. Also, we are requesting an increase to the

capital request from $25,000 to $50,000 per quarter to allow the Executive Director to approve unforeseen capital requests that come up

between the Board of Directors meetings.

A motion was made by Doug Freer to approve the suggested changes to the Foundation Budget Process Policy #118. The motion was

seconded by James Priest and approved, 18 Ayes, 0-Abstentions, 0-Nays.

C. General Investment Policy 131 Update

David Prenovost explained the changes needed in the General Investment Policy #131 to accommodate an investment strategy discussed in

the two proposals from Graystone Consulting.

A motion was made by James Priest to approve the suggested changes to the Foundation’s General Investment Policy #131. The motion was

seconded by John McGuthry and approved, 17 Ayes, 1-Abstention, 0-Nays.

D. General Investment Portfolio Proposal - Morgan Stanley Investment Co.

David Prenovost and Tom Goff discussed two proposals from Morgan Stanley Private Wealth Management to consider another strategy for the

management of the fixed income general investment portfolio in an effort to increase the target yield by 2% to 3% while limiting downside

potential through diversification. The strategy involves extending the yield curve and the quality of the securities. The current duration and quality

of the securities in the fixed income portfolio is 1.72 with an average quality of securities of AA rating. The proposal extends the duration and

quality of securities to 2.62 and a AA- rating that generates a net yield of 3.19%.

A motion was made by Tom Goff to approve the proposal. The motion was seconded by Susie Diaz and approved, 17 Ayes, 1-Abstention, 0-

Nays.

E. Flexible Benefit Spending Program

Dennis Miller explained that due to upcoming health care reform, the Foundation is recommending discontinuation of the “Cash for Benefits”

program whereby an eligible employee may “opt out” of medical, dental, or vision insurance, and instead of receiving the benefits from the

related insurances they would receive a cash amount in its place. Current employees in the Cash for Benefits program for medical will

continue to receive this benefit until they either retire or “opt in” to the medical. Current employees and new employees will receive the “Flex

Dollars” program that provides flexibility in how benefit related incentives might be used thereby becoming more responsive to the needs of

our employees.

The theme of the Flex Dollars program is to provide employees with a specified dollar amount of “Flex Dollars” on a monthly basis which may

be applied to one or more of the specified benefit programs determined by the employee at a rate of $50 per month, totaling $600 annually.

Flex Dollars may be applied to offset the cost, or increase the benefit amount, of one or any combination of the following items: Foundation

group health insurance premiums; CSU parking fees; tuition reimbursement for college coursework.

A motion was made by David Speak to approve discontinuing the Cash for Benefits program and adding the Flex Dollars Program. The

motion was seconded by John McGuthry and approved, 18 Ayes, 0-Abstentions, 0-Nays.

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.Ail"r

Minutes - Board of Director’s Meeting February 20, 2013 Page 3

F. Brett Roth Special Employment Contract

Paul Storey explained the Foundation is requesting approval to enter into a limited temporary work engagement contract with retiree Brett

Roth to address Foundation needs for his specialized skills related to Dining Services. The work would be irregular over the next six months

and would not exceed 200 hours.

Brett has been working on several projects for Foundation Dining Services over the last six months and they need to be completed: the Cal

Poly Pomona Food Truck and the Kellogg West Hotel and Conference Center dining room renovation. Because of limited project

management and other vacant positions within Dining Services, Brett’s specialized skills are required to prevent delays to these projects.

A motion was made by Susie Diaz to approve a limited temporary work engagement contract with retiree Brett Roth. The motion was

seconded by Ed Barnes and approved, 18 Ayes, 0-Abstentions, 0-Nays.

IV. DISCUSSION ITEMS

None

V. INFORMATION ITEMS

A. Research Office Presentation

Associate Vice President for Research Dr. Frank Ewers gave a brief overview of the Office of Research and Sponsored Programs, research

compliance, intellectual property, promotion of scholarly and creative activities on campus and trends and outlooks.

B. 2013 Healthcare and CalPERS Pension Reform-Impacts to the Foundation

Dennis Miller explained 2013 healthcare and CalPERS pension reform and the impacts to the Foundation.

C. PCard Wells Fargo Update

David Prenovost gave an overview of Wells Fargo purchasing cards. The account review included analyses of card usage, monthly statistical

information, top expense categories, cost breakdown for travel and entertainment expenses.

Executive Director’s Report

1. The CSU Auxiliary Compliance Audit will begin on March 25, 2013 and will continue through April 26, 2013. Once every three years, the

Office of the University Auditor conducts a compliance audit (internal audit) of the Foundation as directed by the Committee on Audit of

the CSU Board of Trustees.

2. Kellogg West’s Hotel and Conference Center’s front desk, lobby dining room and lower-level exhibit lounge underwent a major overhaul.

These areas now have a fresh contemporary appearance with new furniture, artwork, flooring, and paint. A slide show was presented

showing the before and after pictures of the remodel.

VI. OPEN FORUM

Meeting adjourned at 3:45 p.m.

Respectfully submitted,

Dr. Winny Dong,

Secretary/Treasurer

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Memorandum

Date: May 16, 2013

To: Board of DirectorsCal Poly Pomona Foundation, Inc.

From: G. Paul Stor4, /-43:1142-,4

Executive Director

Subject: Election of Officers

Cal Poly Pomona

Foundation

Per Article VI, Section 2 of the Cal Poly Pomona Foundation Bylaws, Dr. J. MichaelOrtiz, chairperson of the Board, selected Dr. Ed Barnes, Dr. Doug Freer and Ms. RachelDominguez to serve on the 2012-2013 Nominating Committee.

The Nominating Committee met on May 15, 2013 and selected the following slate ofBoard officers for 2013-2014:

Chairman Dr. J. Michael OrtizVice-Chair Dr. Ed BarnesSecretary/Treasurer Ms. Rachel Dominguez

Foundation management recommends the approval of the slate of officers prepared bythe Nominating Committee for 2013-2014

PROPOSED ACTION:

NOW, THEREFORE, BE IT RESOLVED that the Cal Poly Pomona Foundation, Inc.Board of Directors approves the slate of officers presented by the NominatingCommittee for the fiscal year 2013-2014.

PASSED AND\ADOPTED THIS 23th DAY OF MAY 2013.

By: ',tif\JWinny Dong,

ecretriryBoard of Direct rsCal Poly Pomona Foundation, Inc.

ee//41"Cal Poly Pomona

Foundation

Memorandum Date: April 18, 2013 To: Board of Directors Cal Poly Pomona Foundation, Inc. From: David F. Prenovost, Senior Managing Director/CFO Subject: UNRESTRICTED FINANCIAL HIGHLIGHTS – MARCH 2013 Following are the year-to-date financial statement Surplus/(Deficit) amounts:

YTD Budget YTD Actual Y/E ForecastGeneral Activities (132,306)$ 735,089$ 452,488$ Bookstore 319,822 10,504 302,914 Dining 124,777 6,775 303,546 Kellogg West Conference (32,349) 6,671 40,549 University Village 733,049 765,330 1,744,591 Designated Gifts (897,344) (535,314) (1,266,501) Other Activities 604,589 935,392 795,992 Foundation Total 720,238$ 1,924,447$ 2,373,579$ For the fiscal quarter ended March 2013 unrestricted revenues of $37.5 million are in line with budget mainly due to investment equity gains, continuing education offset by bookstore, agriculture and research activities. Expenditures of $35.6 million are 96% or $1.3 short of budget generating a surplus in excess of budgeted surplus. The variance is explained in the following analysis of each activity.

GENERAL ACTIVITIES

Budget Actual VarianceAdministration (837,488)$ (1,005,310)$ (167,822)$ Real Estate Development 179,897 260,721 80,824 Investments 430,277 1,422,603 992,326 Building Rental 95,008 57,075 (37,933) Total General Fund (132,306)$ 735,089$ 867,395$ General activities surplus exceeded budget mainly due to unrealized gains in equities and an increase in faculty/staff rental income due to a lack of mortgage financing sources that have been secured offset by the settlement of two employment practice lawsuits and Bldg. # 66 maintenance in rental activities, see detail analysis of real estate activities for further information.

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ENTERPRISES ACTIVITIES

Surplus/(Deficit)

Budget Actual Variance1,145,299$ 789,280$ (356,019)$

Enterprise revenues of $24.4 million are 95.4% or $1.2 short of budget and expenditures of $23.6 million are 96.6% or $818,858 short of budget resulting in a surplus less than budgeted. Following is the summary of each Enterprise Activities:

BOOKSTORES

Surplus/(Deficit)

Budget Actual Variance319,822$ 10,504$ (309,318)$

Bookstore revenues are 29.2% of Enterprise Activities and are 84.4% or $1.3 million short of budget mainly due to textbook sales, textbook rentals and software and hardware sales. Textbook sales and rental books are 80.4% or $1.1 million short of budget and 76.3% or $1.4 short of prior year due to the Spring quarter rush incorrectly budgeted for the last week of March. The expanded textbook rental program includes approximately 375 editions or 10,000 textbooks in core classes. The Computer Store sales were 90% or $136,130 short of budget and 86.1% or $208,917 short of prior year again due to the Spring quarter rush incorrectly budgeted for the last week of March. Cost of goods is 76.6% versus 74.0%; expenditures are 23.2% versus 22.2% of budget generating a surplus of 0.15% versus a surplus of 3.79% of budget again due to the Spring quarter rush incorrectly budgeted for the last week of March. We continue to focus on used and rental books as well as digital textbook options to reduce the increasing costs for textbooks. The Presidential Order also continues to support the sales in the bookstore.

DINING SERVICES

Surplus/(Deficit)

Budget Actual Variance124,777$ 6,775$ (118,002)$

Dining Service revenues are 42.2% of Enterprise Activities and exceed budget by 1.2% or $122,617, cost of goods is 36.4% versus 35.8% of budget and payroll and expenditures are 63.5% versus 62.9% of budget. Retail Operations - This reporting unit includes the retail units at Campus Center Marketplace and Bronco Student Center, convenient stores, vending, Kellogg West Catering/Conference Foods and commission vending. Retail revenues slightly exceed budget 0.01% or $58,359 and 21.4% or $991,258 greater than prior year with a market penetration of approximately 54% as a result of opening Einstein Café and convenience store and Qdoba. Cost of goods is 38% versus 36% of budget and payroll and expenditures are in line with budget at 66% generating a deficit of $259,598 versus a budgeted deficit of $114,926. Board Operations - This reporting unit includes the Board Operations at Los Olivos, Denny’s Diner and Vista Cafe. Revenues exceed budget by 1.4% or $64,257, food costs are 34.4% versus 35.6% of budget, payroll and expenditures are 59.8% versus 58.9% of budget generating a surplus of $271,605 versus $251,124 budgeted.

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KELLOGG WEST

Surplus/(Deficit)

Budget Actual Variance(32,349)$ 6,671$ 39,020$

Kellogg West Conference Center & Lodge Kellogg West includes room and conference center activities and revenues are 4.1% of Enterprise Activities and exceed budget by 1.6% or $16,193; payroll and expenditures are 99.1% versus 103.2% of budget generating a surplus versus a budgeted deficit. This can be attributed to the continued stabilization of costs over the prior three years.

UNIVERSITY VILLAGE

Surplus/(Deficit)

Budget Actual Variance733,049$ 765,330$ 32,281$

University Village - Revenues are 24.5% of Enterprise Activities and slightly exceed budget by 0.08% or $4,877 due to occupancy at 45% versus 30% budgeted over the summer as a result of the “special” reduced “summer rate” for students living in single bedroom apartments and 100% versus 95% occupancy during the fall quarter. As we began the academic year had approximately 200 students on the waiting list at the Shilo Inn that were moved into the Village by the beginning of the Winter quarter. We continue to increase our outreach to area colleges and universities as well. Payroll and expenditures are 87.2% versus 87.7% budgeted resulting in a surplus greater than budgeted.

DESIGNATED FUND

Surplus/(Deficit)

Budget Actual Variance(897,344)$ (535,314)$ 362,030$

Designated fund expenditures include development, alumni affairs, public relations, publications, athletics and other and generated a deficit less than budgeted.

OTHER ACTIVITIES

Budget Actual VarianceSponsored Research 33,867 18,864 (15,003) Agriculture-Aid-to-Instruction 127,551 (107,684) (235,235) Continuing Education 443,171 995,522 552,351 Campus Programs-Unrestricted - 28,690 28,690 Total Other Activities 604,589$ 935,392$ 330,803$ Sponsored Research indirect revenues are less than budget due to direct grant expenditures were under budget by 10.08% or $927,690 offset by an effective rate of 12.11% versus the budgeted rate of 10%.

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Agriculture-Aid-to-Instruction revenues are 90.57% or $228,299 short of budget, cost of goods is 22.29% versus 23.5% of budget and payroll and expenditures are 82.61% versus 71.2% of budget generating a deficit versus a budgeted surplus due to the activities in Agronomy Farm, Arabian Horse Unit, Farmstore and Fruit Industries offset by the surplus in the Pine Tree Ranch due to a sales of avocados and lemons. Continuing Education includes nine programs from the College of the Extended University, College of Engineering and College of Science. Revenues for the fiscal year 2012-13 exceed budget by 32.3% or $784,062; payroll and expenditures are 69% versus 82% of budget generating a surplus in excess of budgeted due to the Certification Programs and English Language Institute. Foundation Programs-Unrestricted includes the activities that are not third party donor imposed stipulations. Revenues for the fiscal year 2012-13 are 85% or $109,727 short of budget and expenditures (excluding Transfers to the University # 7344) are 82% or $138,417 short of budget generating a surplus versus a zero budget. Overall Foundation Programs (unrestricted and restricted) revenues exceed prior year by 9.8% or $815,278 and expenditures (excluding Transfers to the University # 7344) are 93% or $412,109 short of prior year generating a surplus of $3.2 million versus prior year surplus of $2.0 million.

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Cal Poly Pornorto ;-.-

Foundation 2::

Unrestricted RestrictedFoundation Auxiliary Sponsored Foundation

General Designated Programs Activities Total Programs Programs Endowment Total Current Year June 30, 2012Fund Fund Fund Fund Unrestricted Fund Fund Fund Restricted Total Total

CURRENT ASSETS:Cash:On hand and in commercial accounts (480,661) 1,400 1,400 72,160 (405,701) 0 8,150 0 8,150 (397,551) (610,722)Due to/(form) (68,896,766) 17,438,678 2,239,456 20,383,920 (28,834,712) 2,502,151 26,267,073 65,488 28,834,712 0 0Investments 6,931,496 182,062 0 0 7,113,558 0 521,279 3,240,961 3,762,240 10,875,798 33,394,992Marketable securities 31,770,157 0 0 0 31,770,157 0 1,439,653 66,788,838 68,228,491 99,998,648 59,644,127

Total cash and cash equivalent (30,675,774) 17,622,140 2,240,856 20,456,080 9,643,302 2,502,151 28,236,155 70,095,287 100,833,593 110,476,895 92,428,397Receivables:Accounts and notes receivable 1,842,674 2,940 161,844 2,570,452 4,577,910 578,136 7,621,801 6,312 8,206,249 12,784,159 13,677,319Interfund loans (net) 2,862,245 0 0 0 2,862,245 0 52,500 0 52,500 2,914,745 3,260,178

4,704,919 2,940 161,844 2,570,452 7,440,155 578,136 7,674,301 6,312 8,258,749 15,698,904 16,937,497Less-Allowance for doubtful accounts 0 0 0 (180,776) (180,776) 0 (60,190) 0 (60,190) (240,966) (208,217)

Total receivables 4,704,919 2,940 161,844 2,389,676 7,259,379 578,136 7,614,111 6,312 8,198,559 15,457,938 16,729,280

Inventories 776,833 0 0 3,146,926 3,923,759 0 21,375 0 21,375 3,945,134 2,669,900Prepaid expenses and deferred charges 150,721 3,182 0 76,812 230,715 500 0 0 500 231,215 154,743

Total current assets (25,043,301) 17,628,262 2,402,700 26,069,494 21,057,155 3,080,787 35,871,641 70,101,599 109,054,027 130,111,182 111,982,320

FIXED ASSETSLand 14,532,912 1,700 0 212,000 14,746,612 0 325,383 0 325,383 15,071,995 14,724,759Buildings and improvements 17,075,771 0 532,412 51,018,667 68,626,850 0 274,447 0 274,447 68,901,297 66,996,834Equipment, furniture and fixtures 1,820,668 0 27,408 10,718,445 12,566,521 0 397,362 0 397,362 12,963,883 12,520,830Orchards 0 0 0 131,863 131,863 0 0 0 0 131,863 131,863Construction in progress 212,120 0 0 1,016,397 1,228,517 0 2,122,649 0 2,122,649 3,351,166 2,844,944

33,641,471 1,700 559,820 63,097,372 97,300,363 0 3,119,841 0 3,119,841 100,420,204 97,219,230Less-Accumulated depreciation (9,267,834) 0 (270,320) (31,785,000) (41,323,154) 0 (536,059) 0 (536,059) (41,859,213) (39,480,350)

Total fixed assets 24,373,637 1,700 289,500 31,312,372 55,977,209 0 2,583,782 0 2,583,782 58,560,991 57,738,880

Restricted - Grant Funds 0 0 0 0 0 194,179 0 0 194,179 194,179 215,133

Total assets (669,664) 17,629,962 2,692,200 57,381,866 77,034,364 3,274,966 38,455,423 70,101,599 111,831,988 188,866,352 169,936,333

CAL POLY POMONA FOUNDATION, INC.STATEMENTS OF FINANCIAL POSITION

for period ended March 31, 2013

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Cal Poly Pornorto ;-.-

Foundation 2::

Unrestricted RestrictedFoundation Auxiliary Sponsored Foundation

General Designated Programs Activities Total Programs Programs Endowment Total Current Year June 30, 2012Fund Fund Fund Fund Unrestricted Fund Fund Fund Restricted Total Total

CAL POLY POMONA FOUNDATION, INC.STATEMENTS OF FINANCIAL POSITION

for period ended March 31, 2013

LIABILITIES:Accounts payable 195,598 234,329 8,105 628,673 1,066,705 89,364 302,253 0 391,617 1,458,322 2,085,881Accrued liabilities 1,930,952 847,759 1,717 441,729 3,222,157 116,778 19,535 75,794 212,107 3,434,264 3,327,850Receipts in excess of expenditures on 0 specific sponsored programs 0 0 0 0 0 3,068,824 0 0 3,068,824 3,068,824 1,624,760Deferred income 719,346 0 0 1,052,650 1,771,996 0 5,444 0 5,444 1,777,440 1,089,905Deposits held in custody for others 0 0 0 0 0 0 549,980 0 549,980 549,980 527,660Inter-fund loans 2,670,832 0 0 0 2,670,832 0 243,912 0 243,912 2,914,744 3,260,178

Total current liabilities 5,516,728 1,082,088 9,822 2,123,052 8,731,690 3,274,966 1,121,124 75,794 4,471,884 13,203,574 11,916,234

Long-term liabilities:Notes and contracts payable 0 0 0 0 0 0 0 0 0 0 0Unitrust liability 0 0 0 0 0 0 876,721 0 876,721 876,721 874,354Lease obligations 3,135,311 0 0 25,826,912 28,962,223 0 0 0 0 28,962,223 29,754,982

Total long-term liabilities 3,135,311 0 0 25,826,912 28,962,223 0 876,721 0 876,721 29,838,944 30,629,336

Total liabilities 8,652,039 1,082,088 9,822 27,949,964 37,693,913 3,274,966 1,997,845 75,794 5,348,605 43,042,518 42,545,570

Net Assets Beginning (9,013,536) 16,060,463 2,686,842 28,300,336 38,034,105 0 34,229,095 55,127,563 89,356,658 127,390,763 125,589,796

change in net Assets (308,168) 487,412 (4,465) 1,131,566 1,306,345 0 2,228,484 14,898,241 17,126,725 18,433,070 1,800,966

Total liabilities and Net Assets (669,665) 17,629,963 2,692,199 57,381,866 77,034,363 3,274,966 38,455,424 70,101,598 111,831,988 188,866,351 169,936,332

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Cal Poly Pomona

Foundation

REVENUES EXPENSES SURPLUS/(DEFICIT) SURPLUS/(DEFICIT)

FY 11-12 FY 12-13 YTD FY 11-12 FY 12-13 YTD FY 11-12 FY 12-13 YTD FY 12-13 FY 11-12 FY 12-13 YTD Budget

Descr iption YTD Actual Budget Actual YTD Actual Budget Actual YTD Actual Budget Actual Forecast Actual Budget Not Realized

General Activities: Administration 2,881,082 2,838,366 2,660,951 3,492,050 3,675,854 3,666,261 (610,968) (837,488) (1,005,310) (998,769) (784,409) (818,402) 186,908

Real Estate 1,582,253 1,559,166 1,624,734 1,306,107 1,379,269 1,364,013 276,146 179,897 260,721 134,712 243,687 178,512 (82,209)

Investments 207,033 446,778 1,445,427 17,230 16,501 22,824 189,803 430,277 1,422,603 1,180,023 (29,058) 610,539 (812,064)

Building Rentals 560,207 573,804 508,978 469,980 478,796 451,903 90,227 95,008 57,075 136,522 115,307 127,476 70,401

TOTAL GENERAL 5,230,575 5,418,114 6,240,090 5,285,367 5,550,420 5,505,001 (54,792) (132,306) 735,089 452,488 (454,473) 98,125 (636,964)

Enterpr ises: Bookstores 8,805,475 8,434,894 7,116,330 8,397,826 8,115,072 7,105,826 407,649 319,822 10,504 302,914 429,146 307,034 296,530

Car l's/ Salad Bar /Taco Bell 607,611 602,132 541,063 511,691 499,209 480,092 95,920 102,923 60,971 138,499 134,306 159,773 98,802

Panda Express 84,765 88,600 82,145 6,327 8,761 5,742 78,438 79,839 76,403 113,720 114,702 115,472 39,069

C-Store's(incl. Starbucks,sce,Einstein,cba,poly trolley 1,516,955 2,367,679 2,399,252 1,373,709 2,165,079 2,154,334 143,246 202,600 244,918 335,573 235,389 357,674 112,756

Vending & Car ts 102,220 93,800 69,024 63,406 78,024 45,573 38,814 15,776 23,451 (7,920) 46,932 21,986 (1,465)

Los Olivos 3,851,973 3,173,963 3,231,317 3,258,032 2,937,729 2,916,408 593,941 236,234 314,909 502,512 861,002 327,748 12,839

Vista Café 852,316 819,650 902,817 834,448 822,799 881,748 17,868 (3,149) 21,069 25,606 30,654 22,933 1,864

Vista Diner -Denny's 657,630 618,588 542,324 703,852 600,549 606,696 (46,222) 18,039 (64,372) (52,841) (38,244) 47,099 111,471

Geneva Café 49,171 0 0 57,604 0 5,266 (8,433) 0 (5,266) 0 (12,348) 0 5,266

Bronco Student Center 1,118,868 1,201,118 1,413,033 928,101 998,800 1,225,233 190,767 202,318 187,800 376,687 284,388 313,853 126,053

FS M gt/Overhead 3,143 0 (1,615) 611,321 652,666 675,629 (608,178) (652,666) (677,244) (921,661) (883,784) (860,984) (183,740)

Total Dining Services 8,844,652 8,965,530 9,179,360 8,348,491 8,763,616 8,996,721 496,161 201,914 182,639 510,175 772,997 505,554 322,915

Cater ing/Conference Foods 1,138,109 1,200,413 1,109,200 1,350,005 1,277,550 1,285,064 (211,896) (77,137) (175,864) (159,460) (179,101) (34,845) 141,019

K .W Conference Cntr . 1,000,660 976,190 992,383 982,342 1,008,539 985,712 18,318 (32,349) 6,671 40,549 22,146 25,366 18,695

University Village 5,898,509 5,965,278 5,970,155 4,978,536 5,232,229 5,204,825 919,973 733,049 765,330 1,744,591 1,253,129 1,148,434 383,104

TOTAL ENTERPRISE 25,687,405 25,542,305 24,367,428 24,057,200 24,397,006 23,578,148 1,630,205 1,145,299 789,280 2,438,769 2,298,317 1,951,543 1,162,263

TOTAL GEN & ENTERPRISE 30,917,980 30,960,419 30,607,518 29,342,567 29,947,426 29,083,149 1,575,413 1,012,993 1,524,369 2,891,257 1,843,844 2,049,668 525,299

Uses of Designated Funds: Development 41 0 0 26,689 43,124 37,654 (26,648) (43,124) (37,654) (48,488) 37,654

Alumni Affairs 0 0 2,135 27,948 45,374 34,545 (27,948) (45,374) (32,410) (59,000) 32,410

Public Relations 5,240 0 (876) 290,563 467,431 233,186 (285,323) (467,431) (234,062) (375,438) 234,062 Publications 0 0 446 58,240 131,231 65,162 (58,240) (131,231) (64,716) (151,367) 64,716

Athletics 0 0 0 55,000 41,248 55,000 (55,000) (41,248) (55,000) (55,000) 55,000

Other 16,111 0 14,321 134,888 168,936 125,793 (118,777) (168,936) (111,472) (780,771) 111,472

TOTAL DESIGNATED USES 21,392 0 16,026 593,328 897,344 551,340 (571,936) (897,344) (535,314) (1,266,501) (1,470,064) (1,273,096) 535,314

Other Activities: Research Office 1,001,987 1,068,042 879,195 983,123 1,034,175 860,331 18,864 33,867 18,864 45,602 45,152 45,156 26,292

Agr iculture 2,406,697 2,421,908 2,193,609 2,114,901 2,294,357 2,301,293 291,796 127,551 (107,684) 60,438 198,225 104,032 211,716

Continuing Education 2,503,378 2,428,505 3,212,567 1,718,074 1,985,334 2,217,045 785,304 443,171 995,522 689,952 865,302 451,676 (543,846)

Fdn. Program-Unrestr icted 695,372 763,272 653,545 508,964 763,272 624,855 186,408 - 28,690 0 (139,547) (28,690)

TOTAL OTHER 6,607,434 6,681,727 6,938,916 5,325,062 6,077,138 6,003,524 1,282,372 604,589 935,392 795,992 969,132 600,864 (334,528)

TOTAL SURPLUS (DEFICIT) 37,546,806 37,642,146 37,562,460 35,260,957 36,921,908 35,638,013 2,285,849 720,238 1,924,447 2,420,748 1,342,912 1,377,436 726,085

LO Surplus 1% 0 (47,169) (54,252) (48,375) 0

TOTAL FOUNDATION Net 14,192,499 37,642,146 37,562,460 35,260,957 36,921,908 35,638,013 2,285,849 720,238 1,924,447 2,373,579 1,288,660 1,329,061 726,085

CAL POLY POM ONA FOUNDATION, INC.Statement of Activities

For per iod ending M arch 31, 2013 and 2012

11

Restr icted:

Endowments/Investments 3,131,283 2,996,309 16,730,390 3,082,977 3,266,274 2,156,824 48,306 (269,965) 14,573,566 (2,107,014) 438,752 (14,134,814)

Foundation Programs 9,023,553 0 9,496,861 6,562,044 0 5,999,893 2,461,509 0 3,496,968 6,059,187 0 (3,496,968)

TOTAL RESTRICTED 12,154,836 2,996,309 26,227,251 9,645,021 3,266,274 8,156,717 2,509,815 (269,965) 18,070,534 0 3,952,173 438,752 (17,631,782)

Grants and Contracts 9,370,898 8,704,034 8,278,176 9,370,898 8,704,034 8,278,176 0 0 0 0 0 0

Transfers to the University 0 0 0 1,493,247 0 1,561,910 (1,493,247) 0 (1,561,910) 3,930,872 0 0

TOTAL FOUNDATION NET 35,718,233 49,342,489 72,067,887 # 55,770,123 48,892,215 53,634,816 3,302,417 450,273 18,433,071 2,373,579 9,171,705 1,767,813 (16,905,697)

12

CAL POLY POMONA FOUNDATION, INC.Memorandum

Date: May 20, 2013


./7

From: 41--7David F. Prenciv,---- -Senior Managing Director/Chief Financial Officer

Subject: EXTERNAL FINANCIAL AND SINGLE AUDIT SELECTION - 2012-2013

Cal Poly Pomona

Foundation

The Foundation issued Request for Proposals (RFP) to perform the Foundation financial and single audit for fiscalyear 2012-2013 through 2017-2018 to 8 certified public accounting firms approved by the CSU Chancellor's Office toconduct audits for GASB entities. Five firms responded to RFP including AKT LLP; Rogers, Anderson, Malody &Scott; Macias, Gini & O'Connell, LLP; Windes & McClaughry, and Vicenti, Lloyd and Stutzman, LLP.

A selection committee consisting of Darwin Labordo, Edward Merritt, David Prenovost, Karen Sandoval, and DebbieSchroeder-Linthicum evaluated each firm based on the following criteria:

1. Total fees charged for each of the five years of the engagement2. Firm's demonstrated experience in public agencies and not-for-profit organizations in California with

enterprise activities3. Ability to meet the specific timelines and meetings

Based on the above criteria, the selection committee selected Vicenti, Lloyd and Stutzman, LLP to perform theseservices for the annual fees of:

2012-2013 $62,200

Vicenti, Lloyd and Stutzman, LLP is committed to limiting the additional yearly fee to the same as the first year plusCPI increases not to exceed 6 percent.

PROPOSED ACTION

WHEREAS, Foundation management is requesting the Board's approval to retain Vicenti, Lloyd and Stutzman, LLP toperform the financial and single audits for the fiscal year ended June 30, 2013;

NOW, THEREFORE, BE IT RESOLVED that the Cal Poly Pomona Foundation, Inc. Board of Directors approvesretaining Vicenti, Lloyd and Stutzman to perform the financial and single audits for the fiscal year ended June 30,2013.

Passed and adoptO this 23rd day of May 2013

By:Winny Dong, SecrAtaryCal Poly Pomona Foundation Dpar of Directors

CAL POLY POMONA FOUNDATION, INC.Memorandum

Date:

To:

From:

February 6, 2013

Board of DirectorsCal Poly Pomona Foundation Inc.

David F. PrenovosfChief Financial Officer

Subject: EXTERNAL CHILD DEVELOPMENT PRESCHOOL GRANT PROGRAMAUDIT SECTION - 2012-2013

Foundation manages a Child Development Preschool Grant program funded through the California Department ofEducation. The Child Development Division of the California Department of Education, which disburses public fundsunder contracts with non-profit organizations to provide services to children under code section 8448 of the CaliforniaEducation Code, requires an annual financial and compliance audit of this program. In December 2010, Foundationissued a request for proposal (RFP) for an independent audit of this grant program. The Foundation issued the RFP to 18certified public accounting firms within the greater Los Angeles and Inland Empire area including international, regional,and local firms. Six firms responded to the RFP including AKT LLP, McGladrey and Pullen, LLP, Onisko & Scholtz, LLP,Vasin, Heyn & Company, Vicenti, Lloyd and Stutzman, LLP and GYL Decauwer, LLP.

Foundation management reviewed these proposals including total fees charged for each of the five years of theengagement, Firm's demonstrated experience in California Department of Education funded programs, reference checks,and ability to meet the specific timelines and meetings schedules.

Based on the above criteria, Foundation management selected GYL Decauwer, LLP to perform these services for thefollowing annual fees of:

2010-20112011-20122012-20132013-20142014-2015

$12,000$12,000$12,400$12,800$13,200

The Cal Poly Pomona Foundation, Inc. Audit Committee approved retaining GYL Decauwer, LLP to perform the ChildDevelopment Preschool Grant program audit for the fiscal year ended June 30, 2013.

PROPOSED ACTION

WHEREAS, Foundation management is requesting the Board's approval to retain GYL Decauwer, LLP to perform thefinancial and single audits for the fiscal year ended June 30, 2013;

NOW, THEREFORE, BE IT RESOLVED that the Cal Poly Pomona Foundation, Inc. Board of Directors approves retainingGYL Decauwer, LLP to perform the financial and single audits for the fiscal year ended June 30, 2013.

Passed and adopted;this-231d day of May 2013.

By:Winny Dong, Secreta yCal Poly Pomona Fodndation B,6a/d of Directors

/

LiHauerMe

Certified Public Accountants Business Consultants

8577 Haven Avenue

Rancho CucamongaCA 91730

909.948.9990800.644.0696FAX 909.948.9633

gyld@gyldecauwencom

www.gyldecauwencom

Va.DTTI\ ATIO \

JOHN LERus, CPA

STEPHEN C.IMLuAms, CPA

JOSEPH 0. RomERq CPA

ccpit MER Ae tlINTERNATIONAL

February 5, 2013

Mr. David Prenovost

Cal Poly Pomona Foundation, Inc.

State Preschool, General Child Care and Pre-Kindergarten Programs

3801 Temple Ave., Building 55

Pomona, CA 91768

We are pleased to confirm our understanding of the services we are to provide for Cal Poly

Pomona Foundation, Inc. State Preschool, General Child Care and Pre-Kindergarten Programs

for the year ended June 30, 2013.

We will audit the statement of financial position of Cal Poly Pomona Foundation, Inc. State

Preschool, General Child Care and Pre-Kindergarten Programs as of year end and the related

statements of activities and cash flows for the year ended June 30, 2013. Also, the following

supplementary information accompanying the financial statements will be subjected to the

auditing procedures applied in our audit of the financial statements and certain additional

procedures, including comparing and reconciling such information directly to the underlying

accounting and other records used to prepare the financial statements or to the financial

statements themselves, in accordance with auditing standards generally accepted in the United

States of America, and our auditor’s report will provide an opinion on it in relation to the

financial statements as a whole.

1. Schedule of expenditures of federal and state awards.

2. Supplementary information required in conformity with the Audit Guide of Child

Development and Nutrition Program issued by the California Department of

Education.

Audit Objectives

The objective of our audit is the expression of an opinion about whether your financial

statements are fairly presented, in all material respects, in conformity with U.S. generally

accepted accounting principles. Our audit will be conducted in accordance with auditing

standards generally accepted in the United States of America and the standards for financial

audits contained in Government Auditing Standards, issued by the Comptroller General of the

United States, and will include tests of your accounting records and other procedures we

consider necessary to enable us to express such an opinion. If our opinion on the financial

statements is other than unqualified, we will discuss the reasons with management in advance.

If, for any reason, we are unable to complete the audit or are unable to form or have not formed

an opinion, we may decline to express an opinion or to issue a report as a result of this

engagement.

15

GYL NO-uecauwer I1IPk, CPAs & Business Consultants

Cal Poly Pomona Foundation, Inc. State Preschool, General Child Care and Pre-Kindergarten Programs

Engagement Letter

Page 2 of 5 We will also provide a report (which does not include an opinion) on internal control related to the financial statements and compliance with the provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a material effect on the financial statements as required by Government Auditing Standards. The report on internal control and compliance will include a statement that the report is intended solely for the information and use of management, the body or individuals charged with governance, others within the organization, and specific legislative or regulatory bodies and is not intended to be and should not be used by anyone other than these specified parties. If during our audit we become aware that Cal Poly Pomona Foundation, Inc. State Preschool, General Child Care and Pre-Kindergarten Programs is subject to an audit requirement that is not encompassed in the terms of this engagement, we will communicate to management and those charged with governance that an audit in accordance with generally accepted auditing standards established by the Auditing Standards Board (United States) and the standards for financial audits contained in Government Auditing Standards may not satisfy the relevant legal, regulatory, or contractual requirements. Management Responsibilities Management is responsible for the basic financial statements and all accompanying information as well as all representations contained therein. As part of the audit, we will assist with preparation of your financial statements and related notes. You are responsible for making all management decisions and performing all management functions relating to the financial statements, and related notes and for accepting full responsibility for such decisions. You will be required to acknowledge in the representation letter our assistance with preparation of the financial statements and that you have reviewed and approved the financial statements and related notes prior to their issuance and have accepted responsibility for them. Further, you are required to designate a management-level individual with suitable skill, knowledge, or experience to oversee any nonattest services we provide; and for evaluating the adequacy and results of those services and accepting responsibility for them. Management is responsible for establishing and maintaining effective internal controls, including monitoring ongoing activities; for helping to ensure that appropriate goals and objectives are met; for the selection and application of accounting principles; and for the fair presentation in the financial statements of financial position, changes in net assets, and cash flows in conformity with U.S. generally accepted accounting principles. Management is also responsible for making all financial records and related information available to us and for ensuring that management is reliable and financial information is reliable and properly recorded. You are also responsible for providing us with (a) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (b) additional information that we may request for the purpose of the audit, and (c) unrestricted access to persons within the organization from whom we determine it necessary to obtain audit evidence. Your responsibilities include adjusting the financial statements to correct material misstatements and for confirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the organization involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Organization received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the Organization complies with applicable laws, regulations, contracts, agreements, and grants and for taking timely and appropriate steps to remedy any fraud, illegal acts, violations of contracts or grant agreements, or abuse that we may report.

16


Engagement Letter

Page 3 of 5

You are responsible for the preparation of the supplementary information in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains, and indicates that we have reported on, the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the representation letter that (a) you are responsible for presentation of the supplementary information in accordance with GAAP; (b) that you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (c) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (d) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or other engagements or studies. The Organization is also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions for the report, and for the timing and format for providing that information. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (a) errors, (b) fraudulent financial reporting, (c) misappropriation of assets, or (d) violations of laws or governmental regulations that are attributable to the Organization or to acts by management or employees acting on behalf of the Organization. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or on major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, tests of the physical existence of inventories, and direct confirmation of receivables and certain assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will also request written representations from the Organization’s attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about the financial statements and related matters.

17


Engagement Letter

Page 4 of 5

Audit Procedures—Internal Control Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risk of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weakness. However, during the audit, we will communicate to you and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards and Government Auditing Standards. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of Cal Poly Pomona Foundation, Inc. State Preschool, General Child Care and Pre-Kindergarten Programs’s compliance with the provisions of applicable laws, regulations, contracts, agreements, and grants. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. Engagement Administration, Fees, and Other We may from time to time, and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, we will remain responsible for the work provided by any such third-party service providers. We understand that your employees will prepare all cash, accounts receivable, and other confirmations we request and will locate any documents selected by us for testing. We will provide copies of our reports to the Organization; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of GYL Decauwer LLP and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to funding sources or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of GYL Decauwer LLP personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

18


Engagement Letter

Page 5 of 5

The audit documentation for this engagement will be retained for a minimum of seven years after the report release

date or for any additional period requested by the funding source. If we are aware that a federal awarding agency or

auditee is contesting an audit finding, we will contact the parties contesting the audit finding for guidance prior to

destroying the audit documentation.

Joseph Romero is the engagement partner and is responsible for supervising the engagement and signing the reports

or authorizing another individual to sign them.

We estimate that our fees will be $12,400 for the audit. You will also be billed for travel and other out-of-pocket

costs such as report production, word processing, postage, etc. The fee estimate is based on anticipated cooperation

from your personnel and the assumption that unexpected circumstances will not be encountered during the

engagement. If significant additional time is necessary, we will keep you informed of any problems we encounter and

our fees will be adjusted accordingly. Our invoices for these fees will be rendered each month as work progresses

and are payable on presentation. We will require a $3,000 retainer fee at the time this engagement letter is returned to

us. Your cooperation and assistance are necessary to the successful completion of the services and can significantly

affect our fees. If your records, or lack thereof, made available to us and/or cooperation prevents us from completing

the engagement, we will stop work immediately and all issues and possible pricing changes will be discussed with

you before continuing. Bills for services are due and payable upon presentation. If invoices are more than 30 days

unpaid, no further work will be done until invoices are paid in full. If we elect to terminate our services for

nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even

if we have not completed our report. You will be obligated to compensate us for all time expended and to reimburse

us for all out-of-pocket expenditures through the date of termination. We may charge 1.5% interest per month on

outstanding balances after 30 days.

Government Auditing Standards require that we provide you with a copy of our most recent external peer review

report and any letter of comment, and any subsequent peer review reports and letters of comment received during the

period of the contract. Our 2011 peer review reports accompany this letter.

We appreciate the opportunity to be of service to Cal Poly Pomona Foundation, Inc. State Preschool, General Child

Care and Pre-Kindergarten Programs and believe this letter accurately summarizes the significant terms of our

engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as

described in this letter, please sign the enclosed copy and return it to us along with the $3,000 retainer fee.

Very truly yours,

GYL DECAUWER LLP

RESPONSE:

This letter correctly sets forth the understanding of:

CAL POLY POMONA FOUNDATION, INC.

STATE PRESCHOOL, GENERAL CHILD CARE AND PRE-KINDERGARTEN PROGRAMS

Officer Signature: _____________________________________

Title: ______________________________________________

Date: ______________________________________________

19

Cal Poly Pomona

Foundation

Memorandum Date: May 14, 2013

To: Board of Directors

Cal Poly Pomona Foundation, Inc. From: David F. Prenovost

Senior Managing Director/CFO Subject: INVESTMENT HIGHLIGHTS – Third Quarter 2012-13

GENERAL INVESTMENT PORTFOLIO

s you may recall, the Investment Committee recommended and the Board approved at its February 2013 meeting a change in the management of the fixed income portion of the General Investment Portfolio (Portfolio); accordingly, Graystone Consulting began managing the fixed income securities during the month of March 2013. The General Investment Portfolio also includes equity, fixed income, private capital and real estate investments with the Common Fund along with an alternative investment in the first phase infrastructure at Innovation Village. The Portfolio has a current market value of $35,286,819 and the current allocation is 22% in equities versus the target of 20%, 70% in fixed income versus the target of 60%, 0% in cash versus the target of 5%, 0% in real estate versus the target of 5% and 7% in alternative investments versus the target of 10%.

We only report the Foundation program and scholarship funds that are stratified into three durations, short term being 1 to 3 years, medium term being 4 to 7 years and long term being greater than 7 years. As of December 31st and March 31st the short term balances are $12.8 million and $12.9 million, medium term balances are $4.1 million and $4.1 million and long term balances $9.3 million and $8.5 million respectively.

For the rolling one year the Portfolio returned 3.9% compared to the performance benchmark Higher Education Price Index (HEPI) of 2.3% plus 2% or 4.3% per the Foundation’s General Investment Policy # 131. The HEPI index is used to measure the absolute objective of the portfolio as measured in terms of preserving purchasing power. The fixed income portfolio of $24.2 million earned a total return of 0.50% for the quarter and generated a total return of 0.1.03% for the one year compared to the Merrill Lynch 1-3 year Treasury/Agency Index that earned 0.11% basis points for the quarter and generated a total return of 0.66% for the one year. The duration of the fixed income portfolio is 2.67 in line with the Barclays US 1-3 year Treasury index of 1.82 and the Barclays Intermediate Government/Credit Index of 3.81.

Per the Foundation’s Policy # 133, only the annualized yield is distributed; for the fiscal year to date the scholarship programs received $4,806 and the Foundation programs received $41,178.

The Common Fund Multi-Strategy Equity Fund is $7.3 million and earned 10.13% for the quarter and 13.23% for the one year compared to the S & P 500 index which earned 10.61% and earned 13.96% respectively. The Common Fund Multi-Strategy Bond fund is $155,751 earned 0.70% for the quarter and earned 6.85% for the one year compared to Barclay’s Capital U.S. Aggregate Bond index that lost 0.12% and earned 3.77% respectively.

The Common Fund Real Estate Fund value is $70,713 as of December 2012 and the Foundation has received $198,780 is expected to receive approximately the remaining value of the fund here in 2013-14.

20

The Foundation has received capital call notices and has contributed $185,625 against its commitment of$250,000 to Capital Partners IV and $495,750 against its commitment of $750,000 to Capital PrivateEquity Partners VII. The value of the Non-Marketable Investments is $720,959 as of December 31, 2012.

The Alternative Investment in Innovation Way infrastructure is $2.6 million and fiscal year to date wascharged $12,072 per the terms of the investment. This alternative investment repaid $100,539 in the firstquarter of 2009-10 and $300,000 in the second quarter of fiscal year 2012-13.

ENDOWMENT INVESTMENT PORTFOLIO

The Endowment Investment Portfolio (Portfolio) includes securities managed by investment managersselected by Graystone Consulting, a division of Morgan Stanley Private Wealth Managementwhich provides investment advisory and reporting services to the Foundation for the endowmentinvestment portfolio. The Portfolio has a current market value of $70,046,419 as of March 31, 2013 andthe current portfolio allocation is no more than 1.1% less than or greater than the investment policyassets allocation and earned 3.94% versus the 5.74% blended benchmark for the quarter and earned8.45% versus 10.19% for the blended benchmark for the rolling one year mainly due to theunderperformance of the domestic equity fund managers, specifically Granite Large Cap Growth,Black Rock Equity Dividend and Tradewinds Value Opportunities. Subsequent to the quarter ended,Graystone Consulting has made some changes with the investment managers. See asset allocation andperformance report for further details.

LIFE INCOME TRUST PORTFOLIO

The Life Income Trust Portfolio has a new Trust and now consists of six charitable remainder trusts witha current market value of $1,732,591; all the trusts reported positive earnings for the quarter ended.

Recommended Action: The Foundation's Endowment and General Investment Policies 130 and131requires a comprehensive quarterly report of the investment portfolios performance be provided to theInvestment Committee and Board of Directors at a regularly scheduled meeting. Foundationmanagement believes that the quarterly investment reports are in compliance with the investmentpolicies and recommends the quarterly investment reports be approved.

PASSED AND ADOPTED THIS 23rd DAY OF MAY 2013.

By:Winny Dong, S cretaryCal Poly Pomona Founda , Inc. Board of Directors

CAL POLY POMONA FOUNDATION, INC.INVESTMENT SUMMARY AS OF MARCH 31, 2013

Policy Range Policy RangeAsset Class Minimum Maximum Policy Target Portfolio Allocation Portfolio Amount

Common Fund Multi-Strategy Equity Fund 10% 65% 20% 22% 7,927,261 Mutual Funds-Equity 10% 65% 0% 0% - Fixed Income (Domestic and International) 40% 85% 60% 70% 24,686,130 Mutual Funds-Debt 40% 85% 0% 0%Cash Equivalents 0% 20% 5% 0% 13,627 Common Fund Real Estate 0% 10% 5% 0% 70,713 Alternative Investments Innovation Way Road 0% 25% 10% 7% 2,589,088

100% 100% 35,286,819

Current Calendar One Three

Performance (net of fees) Quarter YTD Year(rolling)Year Calendar (Annualized)

Common Fund Multi-Strategy Equity Fund 10.13% 10.13% 13.23% 9.79% S & P 500 Index 10.61% 10.61% 13.96% 12.67%

Fixed Income (Domestic and International) 0.50% 0.50% 1.03% 1.20% Merrill Lynch 1-3 Year Treasury/Agency Index 0.11% 0.11% 0.66% 1.27%Mutual Funds-DebtCash Equivalents 0.00% 0.00% 0.00% 0.00%Common Fund Private Capital 4.72% 4.72% 11.51% 10.27% Real Estate 0.00% N/A N/A -100.00% Targeted Long Term Return 11-15% 11-15%

22

CAL POLY POMONA FOUNDATION, INC.INVESTMENTS AS OF MARCH 31, 2013

GENERAL INVESTMENT PORTFOLIO

SECURITY MARKET DIVIDENDTYPE Allocation VALUE YIELD % Asset ClassCashMorgan Stanley Bank 0.06% 13,627 0%Mutual FundsDoubleline Total Return 7.99% 1,961,038 5.74% Mortgage Backed SecuritiesJP Morgan Strategic Income Opportunities 5.98% 1,467,209 3.43% Global Unconstrained CreditLegg Mason Brandy Wine Global Opportunistic 3.99% 979,890 4.63% Global Fixed IncomeNuveen Symphony Credit Opportunity Fund 2.01% 493,014 6.25% Global High Yield/Floating RatePIMCO Low Duration Fixed Income 79.98% 19,629,228 2.33% Short Duration Fixed IncomeFixed income portfolio managed by Graystone Consulting 24,544,006 Common Fund Multi-Strategy Bond Fund ** 155,751 Total fixed income portfolio 24,699,757

EQUITIES, ALTERNATIVE INVESTMENTS, PRIVATE CAPITAL & REAL ESTATE Value DateCommon Fund Multi-Strategy Equity Fund ** 7,277,015 Alternative Investment - Innovation Village Infrastructure ** 2,589,088 Common Fund Private Capital (valued as of prior quarter) ** & *** 650,246 12/31/2012Common Fund Real Estate (valued as of the prior quarter) ** & *** 70,713 12/31/2012Total Portfolio 35,286,819$ ** Excluded from the quarterly return of the portfolio***Market Value as of prior quarter Prior Year Current Year Current Year Current Year Annual

FOURTH QTR THIRD QTR SECOND QTR FIRST QTR Net Yield

Quarter Average-Annualized - Fixed Income Portfolio (see ** of investments excluded from returns) 0.25% 0.26% 0.19% 0.19% 0.90%Quarter Average - Fixed Income Portfolio (see ** of investments excluded from returns) 0.13% 0.14% 0.06% 0.07% 0.40%

LIFE INCOME TRUST PORTFOLIOPrior Year Current Year Current Year Current Year Current Year

CURRENT MARKET VALUE NET OF MANAGEMENT FEES FOURTH QTR THIRD QTR SECOND QTR FIRST QTR AnnualMARKET VALUE CORP/TREAS MONEY TOTAL NET EARNINGS NET EARNINGS NET EARNINGS NET EARNINGS NET EARNINGS

Custodian & name of CRT 10/1/2012 BONDS MARKET EQUITIES 12/31/2012 RATE RATE RATE RATE RATE

Clifford Swan -Jewett 391,759 88,337 144,229 166,645 399,211 0.01% 3.79% 0.27% 1.80% 5.95%Clifford Swan -Lane 40,066 14,148 3,417 23,584.00 41,149 -0.15% 7.03% 0.30% 4.84% 12.38%Clifford Swan -Scroggs 22,046 10,262 1,512 10,273 22,046 0.08% 5.64% 0.33% 3.18% 9.45%Morgan Stanley - Janesh 359,123 139,582 - 231,943 371,525 -3.84% 4.96% 2.09% 4.76% 7.94%Morgan Stanley - Marraccino 608,594 224,075 66,901 326,064 617,040 0.00% 1.67% 0.00% 0.00% N/AAmeriprise - Brisco 277,392 187,399 5,530 88,691 281,620 0.89% 3.08% -0.52% 2.63% 6.18%Total Portfolio 1,698,980$ 663,803$ 221,589$ 847,200$ 1,732,591$ % of Total 38.3% 12.8% 48.9% 100.0%

Note - the quarterly and annual returns exclude the distributions to the beneficiaries when calculating the returns.

23

Graystone Consultingsm

Cal Poly Pomona FoundationShort Term Portfolio Strategy

March 2013 Update

Morgan Stanley Smith Barney LLC. Member SIPC.

Graystone Consulting is a business of Morgan Stanley Smith Barney LLC.

Graystone Consulting

Andrew Price, CIMA®Executive DirectorInstitutional Consulting Director

Todd Au, CIMA®

Second Vice President

Senior Investment Management Consultant

Tim Skelly, CIMA®Senior Vice PresidentInstitutional Consulting Director

J.P. SzaboConsulting Group Analyst

Address:

10960 Wilshire Blvd.Suite 2000Los Angeles, CA 90024

Phones:Main Line 310-443-0530Toll-Free 800-648-3833Fax 310-443-0566

E-Mail:

[email protected]

[email protected]

[email protected]

[email protected]

24

Portfolio Summary

1

Asset Class Investment Manager AllocationValues as of

3/31/13

Average Credit

Quality

Duration (Years)

Yield

Short Duration Fixed Income PIMCO Low Duration Fixed Income 80.00% 19,629,228 AA 2.67 2.33%

Global Unconstrained Credit JP Morgan Strategic Income Opportunities 6.00% 1,467,209 BBB 0.89 3.43%

Mortgage Backed Securities Doubleline Total Return 8.00% 1,961,038 A 2.94 5.74%

Global Fixed Income Brandywine Global Opportunistic Fixed Income 4.00% 979,890 BBB 4.80 4.64%

Global High Yield / Floating Rate Nuveen Symphony Credit Opportunity Fund 2.00% 493,014 BBB 2.64 6.25%

Totals* 100.00% 24,544,005 AA- 2.67 2.84%

Barclays US 1-3 Year Treasury Index 1.82 0.28%

Barclays Intermediate Government/Credit Index 3.81 1.93%

*Account contained a cash balance of $13,627.04Yield and duration totals are weighted averages. Source: Managers & Graystone Consulting StatementData as of 3/31/13

Global High Yield / Floating Rate2%

Global Fixed Income4%

Mortgage Backed Securities8%

Global Unconstrained Credit6%

Short Duration Fixed Income80%

25

Performance Analysis – Total Fund

2

Manager v s Benchmark: ReturnApril 2003 - March 2013 (not annualized if less than 1 year)

Ret

urn

0

1

2

3

4

5

6

1 quarter YTD 1 year 3 years 5 years 7 years 10 years

Cal Poly Pomona - ST Bond Portfolio Strategy Barclays U.S. Treasury: 1-3 Year

Risk / ReturnApril 2003 - March 2013 (Single Computation)

Ret

urn

0%

1%

2%

3%

4%

5%

Standard Deviation

0% 0.5% 1% 1.5% 2% 2.5% 3% 3.5%

Cal Poly Pomona - ST Bond Portfolio Strategy Market Benchmark:Barclays U.S. Treasury: 1-3 Year

Cash Equivalent:Citigroup 3-month T-bill

10-year StatisticsApril 2003 - March 2013: Summary Statistics

Cal Poly Pomona - ST Bond Portfolio Strategy

Return

4.74%

Barclays U.S. Treasury: 1-3 Year 2.68%

Excess Return

2.06%

0.00%

StandardDeviation

3.53%

1.85%

SharpeRatio

0.87

0.55

InformationRatio

0.55

0.00

Alpha

4.05%

0.00%

Beta

0.27

1.00

MaximumDrawdown

-3.66%

-1.13%

UpCapture

130.17%

100.00%

DownCapture

-316.79%

100.00%

Cal Poly Pomona - ST Bond Portfolio Strategy

Barclays U.S. Treasury: 1-3 Year

2012

6.90%

0.43%

2011

2.45%

1.55%

2010

6.35%

2.40%

2009

15.02%

0.80%

2008

-1.66%

6.67%

2007

7.63%

7.31%

2006

3.97%

3.93%

2005

1.57%

1.62%

2004

3.12%

0.91%

2003

3.81%

1.92%

Calendar Year ReturnAs of March 2013

Manager vs Benchmark: ReturnApril 2003 - March 2013 (not annualized if less than 1 year)

1 quarter

0.57%

0.12%

YTD

0.57%

0.12%

1 year

5.36%

0.64%

3 years

4.75%

1.26%

5 years

5.51%

1.76%

7 years

5.77%

3.24%

10 years

4.74%

2.68%

26

Performance Analysis – Fund Analysis

3


Ret

urn

0

1

2

3

4

5

6

1 quarter 1 year 3 years 5 years 7 years 8 years

PIMCO - Low Duration Barclays U.S. Treasury: 1-3 Year


Ret

urn

0%

0.5%

1%

1.5%

2%

2.5%

3%

3.5%

4%

4.5%

Standard Deviation

0% 0.5% 1% 1.5% 2% 2.5% 3% 3.5%

PIMCO - Low Duration Market Benchmark:Barclays U.S. Treasury: 1-3 Year



PIMCO - Low Duration

Return

4.07%

Barclays U.S. Treasury: 1-3 Year 2.68%

Excess Return

1.39%

0.00%

StandardDeviation

3.38%

1.85%

SharpeRatio

0.71

0.55

InformationRatio

0.40

0.00

Alpha

3.16%

0.00%

Beta

0.35

1.00

MaximumDrawdown

-4.13%

-1.13%

UpCapture

111.57%

100.00%

DownCapture

-277.20%

100.00%

PIMCO - Low Duration

Barclays U.S. Treasury: 1-3 Year

2012

6.06%

0.43%

2011

1.61%

1.55%

2010

4.86%

2.40%

2009

13.24%

0.80%

2008

-1.38%

6.67%

2007

7.81%

7.31%

2006

3.65%

3.93%

2005

1.45%

1.62%

2004

2.28%

0.91%

2003

2.87%

1.92%



1 quarter

0.40%

0.12%

1 year

4.66%

0.64%

3 years

3.65%

1.26%

5 years

4.56%

1.76%

7 years

5.07%

3.24%

10 years

4.07%

2.68%

27

4



Ret

urn

0

2

4

6

8

10

1 quarter 1 year 3 years 4 years

JPMorgan - Strategic Income Opp. Barclays U.S. Aggregate


Ret

urn

0%

2%

4%

6%

8%

10%

Standard Deviation

0% 1% 2% 3% 4% 5% 6%

JPMorgan - Strategic Income Opp. Market Benchmark:Barclays U.S. Aggregate



JPMorgan - Strategic Income Opp.

Return

8.59%

Barclays U.S. Aggregate 6.06%

Excess Return

2.52%

0.00%

StandardDeviation

6.15%

2.97%

SharpeRatio

1.38

2.01

InformationRatio

0.35

0.00

Alpha

10.55%

0.00%

Beta

-0.28

1.00

MaximumDrawdown

-4.55%

-1.30%

UpCapture

119.15%

100.00%

DownCapture

-243.85%

100.00%

JPMorgan - Strategic Income Opp.

Barclays U.S. Aggregate

2012

8.18%

4.21%

2011

-0.05%

7.84%

2010

5.28%

6.54%

2009

19.06%

5.93%



1 quarter

1.52%

-0.12%

1 year

6.91%

3.77%

3 years

4.43%

5.52%

4 years

8.59%

6.06%

28

5



Ret

urn

0

2

4

6

8

10

12


DoubleLine - Total Return Barclays U.S. Aggregate


Ret

urn

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

Standard Deviation

0% 0.5% 1% 1.5% 2% 2.5% 3% 3.5% 4% 4.5%

DoubleLine - Total Return Market Benchmark:Barclays U.S. Aggregate



DoubleLine - Total Return

Return

7.88%

Barclays U.S. Aggregate 5.02%

Excess Return

2.85%

0.00%

StandardDeviation

4.39%

3.36%

SharpeRatio

1.42

1.00

InformationRatio

0.84

0.00

Alpha

3.60%

0.00%

Beta

0.84

1.00

MaximumDrawdown

-2.01%

-2.44%

UpCapture

136.34%

100.00%

DownCapture

10.08%

100.00%

DoubleLine - Total Return

Barclays U.S. Aggregate

2012

9.16%

4.21%

2011

9.51%

7.84%

2010

16.91%

6.54%

2009

19.88%

5.93%

2008

1.09%

5.24%

2007

6.60%

6.97%

2006

5.27%

4.33%

2005

3.36%

2.43%

2004

5.19%

4.34%

2003

3.06%

4.10%



1 quarter

1.27%

-0.12%

1 year

7.37%

3.77%

3 years

11.58%

5.52%

5 years

11.02%

5.47%

7 years

9.85%

5.94%

10 years

7.88%

5.02%

29

6



Ret

urn

-4

-2

0

2

4

6

8

10

12


Brandywine - Global Opportunistic FI Citigroup World Government Bond Index


Ret

urn

0%

2%

4%

6%

8%

10%

Standard Deviation

0% 1% 2% 3% 4% 5% 6% 7% 8%

Brandywine - Global Opportunistic FI Market Benchmark:Citigroup World Government Bond Index



Brandywine - Global Opportunistic FI

Return

8.33%

Citigroup World Gov ernment Bond Index 5.42%

Excess Return

2.91%

0.00%

StandardDeviation

7.56%

7.51%

SharpeRatio

0.88

0.50

InformationRatio

0.41

0.00

Alpha

5.29%

0.00%

Beta

0.57

1.00

MaximumDrawdown

-13.08%

-7.25%

UpCapture

94.50%

100.00%

DownCapture

9.54%

100.00%

Brandywine - Global Opportunistic FI

Citigroup World Government Bond Index

2012

13.16%

1.65%

2011

7.79%

6.35%

2010

13.03%

5.17%

2009

20.96%

2.55%

2008

-8.93%

10.89%

2007

9.93%

10.95%

2006

5.55%

6.12%

2005

-2.82%

-6.88%

2004

12.75%

10.35%

2003

21.29%

14.91%



1 quarter

-0.41%

-2.77%

1 year

9.22%

-0.67%

3 years

10.30%

3.86%

5 years

8.26%

2.77%

7 years

8.34%

5.82%

10 years

8.33%

5.42%

30

7



Ret

urn

0

2

4

6

8

10

12

14

1 quarter 1 year 2 years

Nuveen Symphony - Credit Opportunity Barclays U.S. Corporate High Yield


Ret

urn

0%

2%

4%

6%

8%

10%

12%

Standard Deviation

0% 1% 2% 3% 4% 5% 6% 7%

Nuveen Symphony - Credit Opportunity Market Benchmark:Barclays U.S. Corporate High Yield



Nuveen Sy mphony - Credit Opportunity

Return

10.27%

Barclays U.S. Corporate High Yield 9.74%

Excess Return

0.53%

0.00%

StandardDeviation

7.31%

7.22%

SharpeRatio

1.40

1.34

InformationRatio

0.41

0.00

Alpha

0.52%

0.00%

Beta

1.00

1.00

MaximumDrawdown

-7.07%

-7.14%

UpCapture

100.00%

100.00%

DownCapture

92.39%

100.00%

Nuveen Symphony - Credit Opportunity

Barclays U.S. Corporate High Yield

2012

15.87%

15.81%

2011

4.63%

4.98%



1 quarter

3.74%

2.89%

1 year

13.35%

13.13%

2 years

10.27%

9.74%

31

Index Definitions

Lehman Aggregate Bond Index Lehman Aggregate Bond Index is an index comprised of approximately 6,000 publicly traded bonds including U.S. Government, mortgage-backed, corporate, and Yankee bonds with an approximate average maturity of 10 years. An investment cannot be made directly in a market index. MSCI EAFE® Index (Europe. Australasia, Far East) The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the US & Canada. As of May 2005 the MSCI EAFE Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. An investment cannot be made directly in a market index.

Russell 1000® Index Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. An investment cannot be made directly in a market index. Russell 10000 Growth Index Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. An investment cannot be made directly in a

market index. Russell 1000® Value Index Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. An investment cannot be made directly in a market

index. Russell 2000® Index Russell 2000® Index measures the performance of the 2000 , smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. An investment cannot be made directly in a market index.

Russell 2000® Growth Index Russell 2000® Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. An investment cannot be made directly in a

market index.

Russell 2000® Value Index D. lemma! ..11111/1/51 %hall im +km .....fmrt-moartmm +kmm.m. DI immmll 71111111mnrnetarlmam I IIWIJ V QIUC II IUGA I I MCMUI CO LI IC VG! IV! I I MI WI LI !VOW flUOOCHUW N.11 I IFOI !IWO' MU I IlIVVCI IJI . index.

Russell 2500TM Index Russell 25001l Index measures the performance of the 2,500 smallest companies in the Russell 3000 Index, which represents approximately 16% of the total market capitalization of the Russell 3000 Index. / investment cannot be made directly in a market index. Russell 2500TM Growth Index Russell 2500N Growth Index measures the performance of those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth values An investment cannot be made directly in a market index. Russell 2500TM Value Index Russell 25001l Value Index measures the performance of those Russell 2500 companies with lower price-to-book ratios and lower forecasted growth values. An investment cannot be made directly in a market index.

Russell 3000® Index Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. An investment cannot be made directly in a market index.

Russell Midcap® Index Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. An investment cannot be made directly in a market index.

Russell Midcap® Growth Index Russell Midcap® Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000 Growth index. An investment cannot be made directly in a market index. Russell Midcap® Value Index Russell Midcap® Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000 Value index. An investment cannot be made directly in a market index. Standard & Poor's 500 Index S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. An investment cannot be made directly in a market index.

8

32

Important Disclosures

To the extent the investments depicted herein represent international securities, you should be aware that there may be additional risks associated with international investing, including foreign economic, political, monetary and/or legal factors, changing currency exchange rates, foreign taxes, and differences in financial and accounting standards. These risks may be magnified in emerging markets. International investing may not be for everyone. Small capitalization companies may lack the financial resources, product diversification and competitive strengths of larger companies. In addition, the securities of small capitalization companies may not trade as readily as, and be subject to higher volatility than, those of larger, more established companies.

Bonds are subject to interest rate risk. When interest rates rise bond prices fall; generally the longer a bond's maturity, the more sensitive it is to this risk. Bonds may also be subject to call risk, which allows the issuer to retain the right to redeem the debt, fully or partially, before the scheduled maturity date. Proceeds from sales prior to maturity may be more or less than originally invested due to changes in market conditions or changes in the credit quality of the issuer.

Investing in alternative investments is speculative, not suitable for all clients, and intended for experienced and sophisticated investors who are willing to bear the high economic risks of the investment, which can include: • loss of all or a substantial portion of the investment due to leveraging, short-selling or other speculative investment practices; • lack of liquidity in that there may be no secondary market for the fund and none expected to develop; • volatility of returns; • restrictions on transferring interests in the fund; • potential lack of diversification and resulting higher risk due to concentration of trading authority with a single advisor; • absence of information regarding valuations and pricing; • delays in tax reporting; • less regulation and higher fees than mutual funds; and • advisor risk.

Although the statements of fact and data in this report have been obtained from, and are based upon, sources that the Firm believes to be reliable, we do not guarantee their accuracy, and any such information may be incomplete or condensed. All opinions included in this report constitute the Firm’s judgment as of the date of this report and are subject to change without notice. This report is for informational purposes only and is not intended as an offer or solicitation with respect to the purchase or sale of any security. Past performance is not a guarantee of future results.

Actual returns would be reduced by expenses that may include management fees and costs of transactions. Expected return and risk (standard deviation) calculations are based on historical data for periods indicated.

International investing may not be suitable for every investor and is subject to additional risks, including currency fluctuations, political factors, withholding, lack of liquidity, the absence of adequate financial information, and exchange control restrictions impacting foreign issuers. These risks may be magnified in emerging markets.

Mutual fund investments are subject to market risk, including the possible loss of principal. They are sold by prospectus only. The prospectus contains the investment objectives, risks, fees, charges and expenses, and other information regarding the mutual fund and variable annuity contract and its underlying investments, which should be carefully considered before investing. Prospectuses are available through your Financial Advisor or at www.smithbarney.com. Read the prospectus carefully before you invest.

© 2011 Graystone Consulting is a business of Morgan Stanley Smith Barney LLC.

9

33

Analysis Disclosure

The analysis is based on published investment manager rate of return data, capital market indices, custom (benchmarks, indices and universes), as well as software developed by Zephyr Associates. Investment manager rate of return data includes: Effron Plan Sponsor Network Database. Capital markets index data includes: Capital market indices (supplied by Zephyr), Canadian indices (supplied by Zephyr), Salomon Brothers Fixed Income indices, Morgan Stanley Capital International indices, and Dow Jones Global indices.

Zephyr StyleADVISOR uses principles of William Sharpe's theory of returns-based style analysis. Returns-based style analysis assists in identifying investment style without examining the individual security holdings of a portfolio. StyleADVISOR regresses the historical returns of the individual manager(s) against different style indices to identify the pattern of returns that the fund is most closely correlated to. SSB does not recommend the use of returns-based style analysis without the supporting fundamental research of the fund (research attribution reports).

The underlying data is believed to be reliable but accuracy and completeness cannot be assured. While the historical rates of return described in this report are believed to accurately reflect the overall nature of the portfolio, the constituent securities have not been reviewed. This evaluation is for informational purposes only and is not intended to be an offer, solicitation or recommendation with respect to the purchase or sale of any security or a recommendation of the services provided by any money management organization. Past results are not necessarily indicative of future performance.

Investors should consider the investment objectives, risks, charges, fees and expenses of the mutual fund carefully before investing. The prospectus contains more complete information about these factors and other information about the investment company. Read the prospectus carefully before you invest.

10

34

ENDOWMENT FUNDS

General Fund

Capital Partners IV 4.46 4.46 11.44 9.82 -1.02 N/A -4.11 10/31/074.46

Private Equity Partners VII 4.82 4.82 11.53 10.46 -1.14 N/A -2.92 10/31/074.82

Private Capital 4.72 4.72 11.51 10.27 -1.03 N/ATotal -3.36 12/31/074.72

Realty Investors 2004-12 (Tranche) 0.00 0.00 0.00 -100.00 -100.00 N/A -100.00 10/31/050.00

Real Estate 0.00 0.00 0.00 -100.00 -100.00 N/ATotal -100.00 09/30/050.00

General Fund 4.03 4.03 9.93 9.20 -12.86 N/A -1.64 09/30/03Total 4.03

ENDOWMENT FUNDS 4.03 4.03 9.93 9.20 -12.86 N/ATOTAL 2.06 01/31/964.03

OPERATING FUNDS

General Fund

Multi-Strategy Equity Fund 10.13 10.13 13.23 9.79 4.81 N/A 7.76 09/30/033.83

S&P 500 Index 10.61 10.61 13.96 12.67 5.81 N/A 7.083.75

Equity 10.13 10.13 13.23 N/A N/A N/ATotal 9.09 06/30/113.83

Multi-Strategy Bond Fund 0.70 0.70 6.85 7.26 6.18 N/A 6.09 09/30/050.35

Barclays Capital U.S. Aggregate Bond Index -0.12 -0.12 3.77 5.52 5.47 N/A 5.520.08

Fixed Income 0.70 0.70 6.85 N/A N/A N/ATotal 6.83 06/30/110.35

General Fund 9.92 9.92 13.12 N/A N/A N/A 9.09 06/30/11Total 3.75

OPERATING FUNDS 9.92 9.92 13.12 N/A N/A N/ATOTAL 7.59 02/29/963.75

TOTAL INSTITUTION 9.35 9.35 12.82 8.89 -13.01 N/A 2.07 01/31/963.78

Detailed Consolidated Investment Performance ReportFor All Selected Accounts

As Of 03/31/2013Time Weighted Returns After Fees

CURQTD

CALENDARYTD

1YEAR

3YEAR

5YEAR

10YEAR

SINCEINCEPTION

PERF.INCEPTION

CURMONTH

Cal Poly Pomona Foundation104/17/13 6:47:43 PM

83482

35

r()1[1[11(1r1 r Li

Account TitleMarketable Securities

Equity Fixed IncomeNon-Marketable SecuritiesPrivate Real EstateCash Equivalents

General Fund-06 $7,277,015.55 $155,751.45 $650,246.00 $70,713.37$7,277,015.55 $155,751.45 $650,246.00 $70,713.37Total Cal Poly Pomona Foundation

89.25% 1.91% 7.97% 0.87%% Allocation*

Cal Poly Pomona Foundation Total Market Value

Marketable InvestmentsPrivate ProgramsReal Estate

Market Value Value Date*$7,432,767.00

$650,246.00$70,713.37

03/28/1312/31/1212/31/12

Market Value % Allocation$720,959.37

$7,432,767.008.84%

91.16%Endowment/Plan PoolOperating Pool

$8,153,726.37

Institution SummaryAs of 03/31/13

* Investments in Programs of Commonfund Capital and Commonfund Realty are carried as of the most recent valuation date which may not correspond to the marketable securities valuation dates.

Cal Poly Pomona Foundation04/17/13 06:35:41 PM 1

36

r()1[1[11(1r1 r Li

VintageYear

CapitalCommitted Capital Called Capital

Distributions Capital BalanceOverallReturn

MultipleRemaining

Capital to beCalled Value DateIRR

General Fund-06Private Capital

Multi AssetCCP IV 250,000 185,625 18,796 200,49264,375 1.18 12/31/122007

Total Multi Asset 250,000 185,625 18,796 200,49264,375 1.18U. S. Private Equity

CEP VII 750,000 495,750 101,079 449,754254,250 1.11 12/31/122007Total U. S. Private Equity 750,000 495,750 101,079 449,754254,250 1.11

Total Private Capital 1,000,000 681,375 119,875 650,246318,625 1.13Real Estate

RI200412 1,500,000 1,500,000 198,780 70,7130 0.18 12/31/122005Total Real Estate 1,500,000 1,500,000 198,780 70,7130 0.18

2,500,000 2,181,375 318,655 720,959Grand Total 0.48318,625

Non-Marketable Investments Account SummaryInception Through March 31, 2013For All Accounts

CCP IV - Capital Partners IV CEP VII - Private Equity Partners VII RI200412 - Realty Investors 2004-12 (Tranche)

04/18/13 07:30:38 PM 1 Cal Poly Pomona Foundation

37

Graystone Consulting'

Cal Poly Pomona Foundation Investment Results

Graystone Consulting

Andrew Prim, CIMA®.

Executive Director Institutional Consulting Director

Todd Au, CIMA:1)

Second Vice President

Senior Investment Management Consultant

Tim Skelly, CIMA* Senior Vice President Institutional Consulting Director

J.R Szabo Consulting Group Analyst

11,!, =MraMir

Address: 10960 Wilshire Blvd. Suite 2000 Los Angeles, CA 90024

Phones: Main Line Toll-Free Fax

310-443-0530 800-648-3833 310-443-0566

E-Mail: [email protected]

[email protected] [email protected]

[email protected]

38

Cal Poly Pomona Foundation Executive Summary

Type of Fund Endowment

Time Horizon Perpetuity

Investment Horizon Over 10 Years

Target Return Greater Los Angeles Area CPI + 5%

Normal Policy Allocation 401: S&P 500 / 30°'0 EAFE 30% BC Aggregate

Asset Allocation Guidelines

Asset Class Allocation

Total Equities Domestic Equity International Equity

Fixed Income includes MBS Domestic and International

Real Assets Cash Equivalents

65.0% 35.0% 30.0% 30.0% 30.0% 5.0% 0.0%

Graystone Consulting-

.1

39

Cal Poly Pomona Foundation Balances and Asset Allocation

March 31. 2013

Total Fund

($)

Al liLarge Cap Equities 16,278,693 23.24 Granite Large Cap Growth* 4,210,332 6.01 Black Rock Equity Dividend* 4,238,147 6.05 Touchstone Westfield All Cap Growth 4,121,937 5.88 Tradewinds Value Opportunities 3,708,277 5.29

Small/Mid Cap Equities 5,526,568 7.89 Keeley SMID Value* 2,916,165 4.16 Apex SMID Cap Growth* 2,610.403 3.73

International and EM Equities 17,290.010 24.68 William Blair International Growth 6,453,756 9.21

Harbor International Equity 6,322,322 9.03 Dupont Emerging Markets 4,513.932 6.44

Global Equities 7.096,302 10.13 First Eagle 7,096,302

Graystone Consultings"

March 31. 2013 : 570,046,419

Ildar Lel Value (5)

AD:canon (%)

Demesne Equities 21.805280 31.13 Global Equities 7.096.302 10.13 Intemanonal and EM Equines 17.290,010 24.68 Foced Income 20.354.357 29.06

CI Real Assets 3.445,333 4.92 Cash d Equnraients 55.157 0.08

Total Public Equities 46,191,572 65.94 International Equities

Global Equtes

Fixed Income

Real Assets

-0.3 X

Domestic Fixed Income PIMCO Total Return* Met West Total Return

16,279,381 5,139,567 5,136,344

23.24 7.34 7.33

-0.9 %

1

Cash & Equfflalents 0 1

JP Morgan Strategic Income 3,350,857 4.78 % % -0.4 % OD% 0.4% 0.81. 12% Double line Total Return 2,652,614 3.79 -12

0 Allocaton Drfterences Global Fixed Income 4,074,976 5.82 Brandywine Global Fixed Income 2,006,893 2.87 Templeton Global Bond Fund 2,068,083 2.95 macz 31. 2013

mate Varde Mx-atm Tar9et

Total Fixed Income 20,354,357 29.06 Domesto Equtes 21.805200 31.13 30 00 Internatonal Equities 17,290,010 24.08 25 00 Gobal Equites 7.090,302 10.13 10 00

Real Assets 3,445,333 492 Fixed Income 20.354,357 22.00 30 00

PIMCO AAAA 3,445,333 4.92 Real Assets 3.445.333 4.92 5 00

Cash & Equ valents 55.157 0.08 0 00 Total Fund 70.0443.419 100.00 100 00

Cash & Equivalents 55,157 0.08 Cash Holding Account 55,157 0.08

Cal Poly Pomona Foundation Total Fund 70,046,419 100.00

*Value includes dividend accruals not shown on statement

2

40

Cal Poly Pomona Foundation Asset Allocation & Performance

As of March 31, 2013 Allocation Performance(%)

Market Value

(5)

Quarter To

Date YTD 1

Year 3

Years 5

Years Since

Inception 2012 2011 2010 2009 2008 Inception

Date

Cal Poly Pomona Foundation Total Fund 70,046,419100.00 3.94 3.94 8.45 8.98 N/A 8.02 14.26 -1.69 15.82 26.76 N/A 10/01/2008 Cal Poly Pomona Blended Benchmark 5.74 5.74 10.26 8.66 N/A 7.68 13.01 -0.51 11.58 21_70 N/A Drfference -1.80 -1.80 -1.81 0.32 N/A 0.34 1.25 -1.18 4.24 5.06 N/A

70% S&P 500 / 30% BC Aggregate 7.39 7.39 10.97 10.95 6.29 9.04 12.54 4_33 12.98 20.49 -25.66 10/01/2008

Public Equities 46,191,572 65.94 5.66 5.66 9.12 9.66 N/A 7.78 16.40 -5.39 18.50 33.87 N/A 10/01/2008 MSCI AC World Net 6.50 6.50 10.55 7.77 2.06 6.88 16.13 -7.36 12.67 34.63 -42.21 Drfference -0.84 -0.84 -1.43 1.89 N/A 0.90 0.27 1.97 5.83 -0.76 N/A

Domestic Equities 21,805,260 31.13 9.74 9.74 12.02 12.64 N/A 9.03 15.78 -0.32 18.78 28.56 N/A 10/01/2008 Russ 3000 Index 11.08 11.08 14.59 12.98 6.32 9.66 16.43 1.02 16.93 28.34 -37.31 Difference -1.34 -1.34 -2.57 -0.34 N/A -0.63 -0.65 -1.34 1.85 0.22 N/A

Granite Large Cap Growth 4,210,332 6.01 7.46 7.46 5.85 10.26 N/A 7.89 16.78 -5.81 19.84 29.01 N/A 10/01/2008 Russ 1000 Growth 9.54 9.54 10.08 13.06 7.30 11.04 15.25 2.64 16.71 37.21 -38.44 Difference -2.08 -2.08 -4.23 -2.80 N/A -3.15 1.53 -8.45 3.13 -8.20 N/A

Black Rock Equity Dividend 4,238,147 6.05 8.62 8.62 13.38 N/A N/A 10.14 12.31 N/A N/A N/A N/A 04/01/2011 Russ 1000 Value 12.31 12.31 18.76 12.74 4.85 11.56 17.50 0.39 15.51 19.69 -36.85 Difference -3.69 -3.69 -5.38 N/A N/A -1.42 -5.19 N/A N/A N/A N/A

Touchstone Westfield All Cap Growth 4,121,937 5.88 11.08 11.08 14.14 N/A N/A 12.20 21.47 N/A N/A N/A N/A 08/01/2011 Russ 3000 Growth 9.83 9.83 10.43 13.20 7.44 12.89 15.22 2.18 17.64 37.01 -38.44 Difference 1.25 1.25 3.71 N/A N/A -0.69 6.25 N/A N/A N/A N/A

Tradewinds Value Opportunities 3,708,277 5.29 6.56 6.56 4.18 N/A N/A 0.93 2.29 N/A N/A N/A N/A 08/01/2011 Russ 3000 Value 12.26 12.26 18.70 12.69 5.04 16.47 17.54 -0.10 16.23 19.76 -36.25 Difference -5.70 -5.70 -14.52 N/A N/A -15.54 -15.25 N/A N/A N/A N/A

Keeley SMID Value 2,916,165 4.16 16.93 16.93 30.72 N/A N/A 20.11 28.37 N/A N/A N/A N/A 08/01/2011 Russ 2500 Value 13.35 13.35 21.17 14.16 8.81 15.89 19.22 -3.36 24.82 27_68 -31.99 Difference 3.58 3.58 9.55 N/A N/A 4.22 9.15 N/A N/A N/A N/A

*Cal Poly Pomona Blended Benchmark consists of 40% S&P 500/30% EAFE/30% BC Aggregate Graystone Consulting'

3

12.831.43

10.19-1.74

8.610.37

7.640.38

41



Market Value

(5) %

Quarter To

Date YTD 1

Year 3

Years 5

Years Since

Inception 2012 2011 2010 2009 2008 Inception

Date

Apex SMID Cap Growth 2.610,403 3.73 10.24 10.24 11.26 N/A N/A 14.01 22.21 N/A N/A N/A N/A 08/01/2011 Russ 2500 Growth 12.20 12.20 13.69 14.95 9.02 12.13 16.13 -1_57 28.86 41_65 -41.50 Difference -1.96 -1_96 -243 N/A N/A 1.88 6.08 N/A N/A N/A N/A

Global Equities 7,096,302 10.13 5.13 5.13 8.96 N/A N/A 7.62 12.76 N/A N/A N/A N/A 08/01/2011 MSCI AC World Net 6.50 6.50 10.55 7.77 2.06 6.62 16.13 -7.36 12.67 34.63 -42.21

Difference -1.37 -1.37 -1.59 N/A N/A 1.00 -3.37 N/A N/A N/A N/A

First Eagle 7.096,302 10.13 5.13 5.13 8.95 N/A N/A 7.62 12.77 N/A N/A N/A N/A 08/01/2011 MSCI AC World Net 6.50 6.50 10.55 7.77 2.06 6.62 16.13 -7.36 12.67 34.63 -42.21 Difference -1.37 -1.37 -1.60 N/A WA 1.00 -3.36 N/A N/A N/A N/A

International and EM Equities 17,290,010 24.68 1.12 1.12 5.99 5.51 N/A 6.50 19.00 -14.52 17.70 46.11 N/A 10/01/2008 MSCI AC Wd xUS (Net) 3.17 3.17 8.38 4.41 -0.39 5.46 16.84 -13.71 11.15 41.45 -45.53 Difference -2.05 -2.05 -2.39 1.10 N/A 1.04 2.16 -0.81 6.55 4.66 N/A

William Blair International Growth 6.453,756 9.21 4.16 4.16 12.93 8.80 N/A 7.90 24.33 -14.32 20.14 40.23 N/A 10/01/2008 MSCI EAFE (net) 5.12 5.12 11.25 5.00 -0.89 4.74 17.32 -12.14 7.75 31.78 -43.38 Difference -0.96 -0_96 1.68 3.80 N/A 3.16 7.01 -2.18 12.39 8.45 N/A

Harbor International Equity 6.322,322 9.03 2.07 2.07 7.75 6.83 N/A 6.55 21.16 -11.14 11.64 38.44 N/A 10/01/2008 MSCI EAFE (net) 5.12 5.12 11.25 5.00 -0.89 4.74 17.32 -12.14 7.75 31.78 -43.38 Difference -3.05 -3.05 -3.50 1.83 N/A 1.81 3.84 1.00 3.89 6.66 N/A

Dupont Emerging Markets 4,513,932 6.44 -6.39 -6.39 -2.28 N/A N/A -3.84 20.03 N/A N/A N/A N/A 08/01/2011 MSCI EM (net) -1.62 -1.62 1.96 3.27 1.09 -3.35 18.22 -18.42 18.88 78.51 -53.33 Difference -4.77 -4.77 -4.24 N/A N/A -0.49 1.81 N/A N/A N/A N/A

Fixed Income 20,354,357 29.06 0.84 0.84 7.70 6.80 N/A 9.02 9.98 4.07 9.44 14.88 N/A 10/01/2008 BC Agg Bond Index -0.12 -0.12 3.78 5.52 5.47 6.45 4.22 7_84 6.54 5_93 5.24 Difference 0.96 0.96 3.92 1.28 N/A 2.57 5.76 -3_77 2.90 8_95 N/A

Cal Poly Pomona Blended Benchmark consists of 40% S&P 500/30% EAFE/30% BC Aggregate Graystone Consultings"

4

42



Market Value

(5) %

Quarter To

Date YTD

1

Year 3

Years 5

Years Since

Inception 2012 2011 2010 2009 2008

Inception Date

PIMCO Total Return 5,139,567 7.34 0.13 0.13 5.18 5.66 N/A 8.27 7.15 4.74 7.66 14.38 N/A 10/01/2008 BC Agg Bond Index -0.12 -0.12 3.78 5.52 5.47 6.45 4_22 7.84 6.54 5_93 5.24 Difference 0.25 0.25 1.40 0.14 N/A 1.82 2.93 -3_10 1.12 8_45 N/A

Met West Total Return 5,136,344 7.33 1.05 1.05 9.68 N/A N/A 8.00 11.17 N/A N/A N/A N/A 08/01/2011 BC Agg Bond Index -0.12 -0.12 3.78 5.52 5.47 4.48 4.22 7.84 6.54 5.93 5.24 Difference 1.17 1.17 5.90 N/A N/A 3.52 6.95 N/A N/A N/A N/A

JP Morgan Strategic Income 3.350,857 4.78 1.60 1.60 6.89 N/A N/A 4.84 7.77 N/A N/A N/A N/A 08/01/2011 BC Agg Bond Index -0.12 -0.12 3.78 5.52 5.47 4.48 4.22 7.84 6.54 5.93 5.24 Difference 1.72 1.72 3.11 N/A N/A 0.36 3.55 N/A N/A N/A N/A

Double line Total Return 2,652,614 3.79 1.35 1.35 7.42 N/A N/A 8.71 9.39 N/A N/A N/A N/A 08/01/2011 BC Agg Bond Index -0.12 -0.12 3.78 5.52 5.47 4.48 4.22 7.84 6.54 5.93 5.24 Difference 1.47 1.47 3.64 N/A N/A 4.23 5.17 N/A N/A N/A N/A

Brandywine Global Fixed Income 2.006.893 2.87 -0.42 -0.42 9.17 N/A N/A 7.77 13.11 N/A N/A N/A N/A 08/01/2011 Citigrp WI Govt Bd UH -2.77 -2.77 -0.67 3.86 2.77 -0.73 1.65 6.35 5.17 2.55 10.89 Difference 2.35 2.35 9.84 N/A N/A 8.50 11.46 N/A N/A N/A N/A

Templeton Global Bond Fund 2.068,083 2.95 1.39 1.39 9.77 N/A N/A 5.22 16.48 N/A N/A N/A N/A 08/01/2011 Citigrp WI Govt Bd UH -2.77 -2.77 -0.67 3.86 2.77 -0.73 1.65 6.35 5.17 2.55 10.89 Difference 4 .16 4.16 10.44 N/A N/A 5.95 14.83 N/A N/A N/A N/A

Real Assets 3,445,333 4.92 0.20 0.20 9.25 N/A N/A 7.84 16.92 N/A N/A N/A N/A 08/01/2011

PIMCO AAAA 3.445.333 4.92 0.20 0.20 9.25 N/A N/A 8.01 16.94 N/A N/A N/A N/A 08/01/2011

S&P 500 Index 10.61 10.61 13.96 12.67 5.81 N/A 16.00 2.11 15.06 26_46 -37.00 01/01/1961

BC Agg Bond Index -0.12 -0.12 3.78 5.52 5.47 8.14 4.22 7.84 6.54 5.93 5.24 01/01/1976

HFRI Fund of Funds 3.46 3.46 4.86 2.13 -0.23 7.36 4.77 -5_72 5.70 11.47 -21.37 01/01/1990

*Cal Poly Pomona Blended Benchmark consists of 40% S&P 500/30% EAFE/30% BC Aggregate Graystone Consulting'

5

43

Cal Poly Pomona Foundation Performance and Asset Allocation History

March 31, 2013

Current Quarter YTD 2012 2011

Oct 2008 To

Dec 2008

Since Inception

Inception Date

Cal Poly Pomona Foundation Total Fund 10/01/2008 Beginning Market Value 66,795,296 66,795,296 44,214,515 47,238,634 31,161,294 31,161,294 Net Contributions 613,647 613,647 14,860,807 -2,158,972 -475,941 21,639,744 Fees/Expenses -36,204 -36,204 -108,831 -161,649 -51,340 -599,335 Income 295,148 295,148 2,126,251 1,393,140 630,728 6,586,350 Gain/Loss 2,378,532 2,378,532 5,702,554 -2,096,636 -5,921,902 11,258,365 Ending Market Value 70.046,419 70.046.419 66,795.296 44.214,515 25.342.839 70.046.419

Current Quarter YTD

Oct 2008 2012 2011 To

Dec 2008

Since Inception Inception Date

Cal Poly Pomona Foundation Total Fund 3.94 3.94 14.26 -1.69 -17.44 8.02 10/01/2008 Cal Poly Pomona Blended Benchmark 5.74 5.74 13_01 -0.51 -13.59 7.68 10/01/2008 70% S&P 500 / 30% BC Aaareaate 7.39 7.39 12.54 4.33 -13.99 9.04 10/01/2008

Asset Allocation Over Time

100.0

80.0

60.0

40.0

20.0

0.0

" 9/08 12/08 3/09 6/09 9/09 12/09 3/10 6/10 9/10 12/10 3/1 1 6111 9/11 12/11 3/12 6/12 9/12 12/12 3/13

0 US REIT (Real-Estate Funds) US Mixed Assets US Fixed Income US Equity

International-Emerging Equity 0 International Equity 0 Hedge Fund Global Mixed Assets

Global Fixed Income Global Equity Cash

*Cal Poly Pomona Blended Benchmark consists of 40% S&P130% EAFE/30% BC Aggregate

6

12.83

44

Disclosures

45

Information Disclosures

Please notify your Financial Advisor if there have been any changes in your financial situation, investment objectives, requested restrictions or other instructions which might affect the services to be provided to you or the manner in which your assets should be invested. We have available at no cost an investment advisory services disclosure document which describes our investment advisory services and those of any investment advisors managing your account. If you would like a copy, please contact your Financial Advisor.

Sources and Intent This investment evaluation is directed only to the client for whom the evaluation was performed. The underlying data has been obtained from sources the Firm believes to be reliable but we do not guarantee their accuracy, and any such information may be incomplete or condensed_ This evaluation is for informational purposes only and is not intended to be an offer, solicitation, or recommendation with respect to the purchase or sale of any security or a recommendation of the services supplied by any money management organization. Past performance is not a guarantee of future results. Performance for periods greater than one year is annualized. The information contained herein was prepared by your Financial Advisor and does not represent an official statement of your account at the Firm (or other outside custodians, if applicable.) Please refer to your monthly statement for a complete record of your transactions, holdings and balances.

Advisory Notice The Fiduciary Services-Affiliated Program and the Fiduciary Services-Unaffiliated Manager Program are separate and distinct advisory programs. Absent your written authorization, assets may only be transferred among managers within the particular program.

International and Small Capitalization Securities Tn thn nsannt thn imanrttrnnntrL rinnirtnri hnrnin rnnrnrInnt intornatinnal .4onitritin %Intl t-trt In hn awarn that thorn matt hn arleitinnal a.z-Nriatnd uaith

international investing involving foreign, economic, political, and/or legal factors. International investing may not be for everyone. In addition, small capitalization securities may be more volatile than those of larger companies, but these companies may present greater growth potential.

Alternative Investments

At your request, private investment fund performance data is provided for informational purposes only, in many instances based on estimated values. Valuations shown are as of the date indicated and do not include a value for any additional investments in the private investment fund that may have been made following the noted valuation date. These investments are generally illiquid and may not be currently priced, and the assigned values may not be realized upon the sale or ultimate disposition of the securities.

The performance data presented has been prepared by the fund or its sponsor. Graystone Consulting has not independently verified such information and is not responsible or liable for any mistake or miscalculation made by the fund or its sponsor, or for any loss, liability, claim, damage or expense arising out of such mistake or miscalculation.

Presentation of the private investment fund performance data is not an offer to sell or solicitation of an offer to buy any security or other interest in the fund and does not constitute investment advice with respect to investment in any security or other interest in the fund. The information regarding the fund should not be regarded as providing any assurance that the fund will continue to have the features, attributes and qualffies described herein as of any subsequent date and may not be predictive of future results.

If you have any questions regarding these investments, please contact your Financial Advisor.

8

46

Rates of Return The investment results depicted herein may represent a combination of historical Gross performance before the deduction of investment management fees and historical Net performance after the deduction of investment management fees. Valuation for periods prior to July 2004 is calculated based on settlement date accounting methods. As of July 1, 2004, trade date accounting methods are used. Annual, cumulative and annualized total returns are calculated assuming reinvestment of dividends and income plus capital appreciation. The client is referred to the Consulting Group Descriptive Brochure or Part ll of the Firm's Form ADV. For historical Gross performance before the deduction of investment management fees, actual returns will be reduced by expenses that may include management fees and cost of transactions_ As fees are deducted quarterly, the compounding effect will be to increase the impact of the fees by an amount directly related to the gross account performance. For example, on an account with a 2% fee, if the gross performance is 10%, the compounding effect of the fees will result in a net performance of approximately 7.81%. This Report is for one-on-one client presentations only.

Bond Average Please note that all averages calculated are weighted averages meaning that the calculation takes into account the par value of each position_ CMO's and Asset Backed securities are excluded from the calculation. Any bonds that are non-rated by both Moodys and S&P are excluded from the average rating calculation.

International History: . .

uriui 4l1 1 guilf ler 1-1, iIiCFIkltiOIkU equities Wefe IfICRICreg Miff! nie iorriesuc eqUffy category ror perrormance presentation. l'Of asset afloCafforl purposes, mey

are reflected beginning Jan.1, 1998.

© 2009 Morgan Stanley Smith Barney LLC. Member SI PC. Graystone Consulting is a business of Morgan Stanley Smith Barney LLC.

9

47

2003 2004 2005 2006 2007 2008

Barclays Agg

5.2%

2009 2010 2011 2012 1Q13

10-yrs '03

Cum.

- 12

Ann.

MSCI EME

56.3%

RBIs

31.6%

MSCI EME

34.5%

REITs

35.1%

MSCI EME

39.8%

MSCI EME

79.0%

REITs

27.9%

REITs

8.3%

REITs

19.7%

Russell 2000 12.4%

MSCI EME

376.0%

MSCI EME

16.9%

Russell 2000

47.3%

MSCI EME

26.0%

DJ UBS Cmdty 21.4%

MSCI EME

32.6%

DJ UBS Cmdty 16.2%

Cash

1.8%

MSCI EAFE

32.5%

Russell 2000

26.9%

Barclays Agg 7.8%

MSCI EME

18.6%

S&P 500

10.6%

REITs

204.6%

REITs

11.8%

MSCI EAFE

39.2%

MSCI EAFE

20.7%

MSCI EAFE 14.0%

MSCI EAFE

26.9%

MSCI EAFE 11.6%

Market Neutral

1.1%

REITs

28.0%

MSCI EME

19.2%

Market Neutra 1

4.5%

MSCI EAFE 17.9°,4

REITs

8.1%

Russell 2000

152.8%

Russell 2000 9.7%

REITs

37.1%

S&P 500

28.7%

Russell 2000 18.3%

A et loc.

12.5%

REITs

12.2%

A et Al fa, 8.3%

Russell 2000 18.4%

S&P 500

15.8%

Market Neutral 9.3% A , loc. 7.4%

Barclays Agg 7.0%

A I , .

-24.0 Russell 2000

-33.8%

Russell 2000

27.2%

DJ UBS Cmdty 16.8%

S&P 500

2.1%

Russell 2000 16.3%

MSCI EAFE 5.3%

MSCI EAFE

130.3%

MSCI EAFE 8.7%

S&P 500

26.5%

S&P 500

15.1%

Cash

0.1%

S&P 500

16.0%

Asset Alloc. 4.9%

Asset Alloc. 117.7%

Asset Alloc. 8.1%

A t Alloc. 25.1%

S&P 500

10.9%

Market Neutral

6.1%

'W AI oc- 15.2%

DJ UBS Cmdty

-35.6%

A et Al.set A§2et Aslet Market Neutral 0.7%

S&P 500

98.6%

S&P 500

7.1% All. c

22.2% Alltc. 12.5%

At15c. -0.6%

AliSc. 11.3%

DJ UBS Cmdty 23.9%

DJ UBS Cmclty 9.1%

S&P 500

4.9%

Market Neutral 11.2%

S&P 500

5.5%

S&P 500

-37.0%

DJ UBS Coldly 18.9%

MSCI EAFE 8.2%

Russell 2000

-4.2%

Barclays Agg

4.2%

Cash

0.0%

Barclays Agg

65.7%

Barclays Agg 5.2%

Market Neutral

7.1%

Market Neutral 6.5%

Russell 2000 4.6%

Cash

4.8%

Cash

4.8%

REITs

-37.7%

Barclays Agg

5.9%

Barclays Agg 6.5%

MSCI EAFE

-11.7%

Market Neutral 0.9%

Barclays Agg

-0.1%

Market Neutral 61.5%

Market Neutral 4.9%

Barclays Agg 4.1%

Barclays Agg

4.3%

Cash

3.0%

Barclays Agg

4.3%

Russell 2000

- 1.6%

MS C I

EAFE -43.1%

Market Neutral

4.1%

Cash

0.1%

DJ UBS Cmdty

- 13.3%

Cash

0.1%

DJ UBS Cmdty -1.1%

DJ UBS Cmdty 49.3%

DJ UBS Cmdty 4.1%

Cash

1.0%

Cash

1.2%

Barclays Agg

2.4%

DJ (1BS Cmdty 2.1%

REITs

-15.7%

MSCI EME

-53.2%

Cash

0.1%

Market Neutral -0.8%

MSCI EME

- 18.2%

DJ UBS Cmdty -1.1%

MSCI EME

-1.8%

Cash

18.2%

Cash

1.7%

Graystone Consultingsm

Source: Russell, MSCI, Dow Jones, Standard & Poor’s, Credit Suisse, Barclays Capital, NAREIT, FactSet, J.P. Morgan Asset Management.

Asset Class Returns

48

Annual Returns for Key Indices (1993–2012) Ranked in Order of Performance

Knowledge. Experience. Integrity.

The Callan Periodic Table of Investment Returns1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012MSCI

EmergingMarkets74.84%

MSCIEAFE

7.78%

S&P 500 Growth

38.13%

S&P 500 Growth

23.97%

S&P 500Growth

36.52%

S&P 500 Growth

42.16%

MSCIEmergingMarkets66.42%

Russell2000 Value

22.83%

Russell2000 Value

14.02%

Barclays Agg

10.26%






Barclays Agg

5.24%


Russell 2000

Growth29.09%

Barclays Agg

7.84%


MSCIEAFE

32.57%

S&P 500Growth

3.13%

S&P 500

37.58%

S&P 500

22.96%

S&P 500

33.36%

S&P 500

28.58%

Russell 2000

Growth43.09%

Barclays Agg

11.63%

Barclays Agg

8.43%

MSCIEmergingMarkets-6.00%

Russell 2000

Growth48.54%

Russell2000 Value

22.25%

MSCIEAFE

13.54%

MSCIEAFE

26.34%

MSCIEAFE

11.17%

Russell2000 Value

-28.92%

Russell 2000

Growth34.47%

Russell2000

26.85%

S&P 500Growth

4.65%

Russell2000 Value

18.05%

Russell2000 Value

23.77%

S&P 500

1.32%

S&P 500Value

36.99%

S&P 500Value

22.00%

Russell2000 Value

31.78%

MSCIEAFE

20.00%

S&P 500Growth

28.24%

S&P 500Value

6.08%

Russell2000

2.49%

Russell2000 Value

-11.43%

Russell2000

47.25%

MSCIEAFE

20.25%

S&P 500Value

5.82%

Russell2000 Value

23.48%

S&P 500Growth

9.13%

Russell2000

-33.79%

MSCIEAFE

31.78%

Russell2000 Value

24.50%

S&P 500

2.11%

S&P 500Value

17.68%

Russell2000

18.88%

S&P 500Value

-0.64%

Russell 2000

Growth31.04%

Russell2000 Value

21.37%

S&P 500Value

29.98%

S&P 500Value

14.69%

MSCIEAFE

26.96%

Russell2000

-3.02%


MSCIEAFE

-15.94%

Russell2000 Value

46.03%

Russell2000

18.33%

S&P 500

4.91%

S&P 500Value

20.81%

Russell 2000

Growth7.05%

S&P 500Growth

-34.92%

S&P 500Growth

31.57%


S&P 500Value

-0.48%

MSCIEAFE

17.32%

S&P 500Value

18.61%

Russell2000 Value

-1.54%

Russell2000

28.45%

Russell2000

16.49%

Russell2000

22.36%

Barclays Agg

8.70%

Russell2000

21.26%

S&P 500

-9.11%

Russell 2000

Growth-9.23%

Russell2000

-20.48%

MSCIEAFE

38.59%

S&P 500Value

15.71%

Russell2000 Value4.71%

Russell2000

18.37%

Barclays Agg

6.97%

S&P 500

-37.00%

Russell2000

27.17%

S&P 500Value

15.10%

Russell 2000

Growth-2.91%

Russell2000

16.35%

Russell 2000

Growth13.37%

Russell2000

-1.82%

Russell2000 Value

25.75%

Russell 2000

Growth11.26%

Russell 2000

Growth12.95%

Russell 2000

Growth1.23%

S&P 500

21.04%

MSCIEAFE

-14.17%

S&P 500Value

-11.71%

S&P 500Value

-20.85%

S&P 500Value

31.79%

Russell 2000

Growth14.31%

Russell2000

4.55%

S&P 500

15.79%

S&P 500

5.49%

Russell 2000

Growth-38.54%

S&P 500

26.47%

S&P 500

15.06%

Russell2000

-4.18%

S&P 500

16.00%

S&P 500

10.08%

Russell 2000

Growth-2.43%

Barclays Agg

18.46%

MSCIEAFE

6.05%

Barclays Agg

9.64%

Russell2000

-2.55%

S&P 500Value

12.73%

S&P 500Growth

-22.08%

S&P 500

-11.89%

S&P 500

-22.10%

S&P 500

28.68%

S&P 500

10.88%

Russell 2000

Growth4.15%

Russell 2000

Growth13.35%

S&P 500Value

1.99%

S&P 500Value

-39.22%

S&P 500Value

21.17%

S&P 500Growth

15.05%

Russell2000 Value

-5.50%

S&P 500Growth

14.61%

Barclays Agg

9.75%

Barclays Agg

-2.92%

MSCIEAFE

11.21%


MSCIEAFE

1.78%

Russell2000 Value

-6.45%

Barclays Agg

-0.82%

Russell 2000

Growth-22.43%

S&P 500Growth

-12.73%

S&P 500Growth

-23.59%

S&P 500Growth

25.66%

S&P 500Growth

6.13%

S&P 500Growth

4.00%

S&P 500Growth

11.01%

Russell2000

-1.57%

MSCIEAFE

-43.38%

Russell2000 Value

20.58%

MSCIEAFE

7.75%

MSCIEAFE

-12.14%

Russell 2000

Growth14.59%

S&P 500Growth

1.68%



Barclays Agg

3.64%



Russell2000 Value

-1.49%


MSCIEAFE

-21.44%

Russell 2000

Growth-30.26%

Barclays Agg

4.10%

Barclays Agg

4.34%

Barclays Agg

2.43%

Barclays Agg

4.33%

Russell2000 Value

-9.78%


Barclays Agg

5.93%

Barclays Agg

6.54%


Barclays Agg

4.21%

S&P 500 measures the performance of large capitalization U.S. stocks. The S&P 500 is a market-value-weighted index of 500 stocks that are traded on the NYSE, AMEX, and NASDAQ. The weightings make each company’s influ-ence on the Index performance directly proportional to that company’s market value.

S&P 500 Growth and S&P 500 Value measure the performance of the growth and value styles of investing in large cap U.S. stocks. The indices are constructed by dividing the market capitalization of the S&P 500 Index into Growth and Value indices, using style “factors” to make the assignment. The Value Index contains those S&P 500 securities with a greater-than-average value orientation, while the Growth Index contains those securities with a greater-than-average growth orientation. The indices are market-capitalization-weighted. The constituent securities are not mutually exclusive.

Russell 2000 measures the performance of small capitalization U.S. stocks. The Russell 2000 is a market-value-weighted index of the 2,000 smallest stocks in the broad-market Russell 3000 Index. These securities are traded on the NYSE, AMEX, and NASDAQ.

Russell 2000 Value and Russell 2000 Growth measure the performance of the growth and value styles of investing in small cap U.S. stocks. The indices are constructed by dividing the market capitalization of the Russell 2000 Index into Growth and Value indices, using style “factors” to make the assignment. The Value Index contains those Russell 2000 securities with a greater-than-average value orientation, while the Growth Index contains those se-curities with a greater-than-average growth orientation. Securities in the Value Index generally have lower price-to-book and price-earnings ratios than those in the Growth Index. The indices are market-capitalization-weighted. The constituent securities are not mutually exclusive.

MSCI EAFE is a Morgan Stanley Capital International Index that is designed to measure the performance of the developed stock markets of Europe, Australasia, and the Far East.

MSCI Emerging Markets is a Morgan Stanley Capital International Index that is designed to measure the performance of equity markets in 21 emerging countries around the world.

Barclays Aggregate Bond Index (formerly the Lehman Brothers Aggregate Bond Index) includes U.S. government, corporate, and mortgage-backed securities with maturities of at least one year.

© 2013 Callan Associates Inc.

49

The Callan Periodic Table of Investment Returns conveys that the case for diversification across asset classes (stocks vs. bonds), investment styles (growth vs. value), capitalizations (large vs. small), and equity markets (U.S. vs. international) is strong.

While past performance is no indication of the future, consider the following observations:

The Table highlights the uncertainty inherent in all capital markets. Rankings change every year. Also noteworthy is the difference between absolute and relative performance. For example, witness the variability of returns for large cap growth, when it ranked second from last for the six years from 2001 to 2006, or the variability in the ranking for fixed income over the last 10 years while returns remained bound in a relatively narrow range.

Stock markets around the world rebounded smartly in 2012 after suffering through incredible volatility in 2011. Global economic growth remained subdued and policy uncertainty persisted in Europe and the U.S., unnerving investors. Nonetheless, equity markets broadly outperformed long-term averages and notched solid gains in the 15% to 20% range. The U.S. stock market generated 16%, with much of the gain recorded in a strong third quarter, and the developed markets overseas did even better (+17.32%). Emerging markets notched the highest return (+18.63%) among all asset classes displayed in the table during 2012, after suffering the worst loss in 2011 (-18.17%). After underperforming in four of the previous five years, large cap value (+17.68%) led the way in the U.S. large cap market, outperforming growth (+14.61%) by 3.07%.

Reverting to long-term trends, small cap (+16.35%) beat large cap (+16.00%) stocks in 2012, the 11th time in the past 14 years. Small cap value (+18.05%) bested small cap growth (+14.59%) for the first time in four years.

Fixed income (+4.21%) generated the lowest return among asset classes in 2012 after leading the pack in 2011. While muted, fixed income gains surprised on the upside, just as in 2010 and 2011. At the start of the 2012, yields remained exceptionally low (2.24% for the Barclays Aggregate). Economic growth was expected to lead to inevitably higher interest rates, and therefore weak performance for fixed income. However, investor con-fidence in the economic recovery wavered during the first half of 2012. Interest rates declined into the third quarter, with the yield on the Aggregate falling to 1.56% at the end of September, driving up bond prices and total returns. Yields backed up modestly in the fourth quarter, tempering total return for the year. The stage remains set for weak bond market performance should interest rates begin to rise.

The Table illustrates several sharply distinct periods for the capital markets over the past 20 years. First, note the unique experience of the 1995–1999 period, when large cap growth significantly outperformed other asset classes and the U.S. stock market in general enjoyed one of its strongest five-year runs.

The subsequent three years (2000–2002) saw consecutive declines in large cap stocks for the first time since 1929–1932. The S&P 500 suffered its largest loss since 1974, declining 40% from its peak in March 2000 through the end of 2002.

Stocks recorded five years of gains from 2003-2007, led by particularly strong growth in emerging markets. Then the bottom fell out in 2008, and the U.S. stock market sustained its worst drubbing since the 1930s. Large cap stocks suffered the second-worst annual decline (-37.00%) since 1926.

This analysis assumes that market indices are reasonable representations of the asset classes and depict the returns an investor could expect from exposure to these styles of investment. In fact, investment manager performance relative to the different asset class indices has varied widely across the asset classes during the past 20 years.

The Callan Periodic Table of Investment Returns 1993–2012

Callan Associates Inc. was founded

in 1973, Callan Associates Inc. is

one of the largest independently

owned investment consulting firms

in the country. Headquartered in San

Francisco, Calif., the firm provides

research, education, decision sup-

port and advice to a broad array of

institutional investors through four

distinct lines of business: Fund Spon-

sor Consulting, Independent Ad-

viser Group, Institutional Consulting

Group, and the Trust Advisory Group.

Callan employs more than 150

people and maintains four regional

offices located in Denver, Chicago,

Atlanta, and Summit, N.J.

Corporate Headquarters

San Francisco 800.227.3288

Regional Consulting Offices

Atlanta 800.522.9782

Chicago 800.999.3536

Denver 855.864.3377

Summit 800.274.5878

Note: A printable copy of The Callan

Periodic Table of Investment Returns

is available on our website at

www.callan.com.

50

AelCal Poly Pomona

Foundation

CAL POLY POMONA FOUNDATION Budget Presentation 2013-2014

CAL POLY POMONA FOUNDATION

2013-14 Board of Directors Meeting

Budget Review May 23, 2013

51


POLICY NO. 118- Foundation Budget Process

Annual operating and capital budget for all activities include: – Proposed Revenues and Expenses – Requests for Designated Gifts – Requests for Capital Improvements – Requests for New Staff Positions – Debt Service Coverage – Requests from Reserves and Contributions – Forecast of Current Year Revenues and Expenditures

52


General Activities - Administration - Accounting, Finance and Investments - Employment Services - Management Information Systems - Marketing - Real Estate Development and Management

Enterprises - Bookstores -Dining Services

- Kellogg West Conference Center -Foundation Housing Service

Designated Gifts Reserves Endowments Supplemental Programs -Non-credit Continuing Education -Agriculture Aid-to-Instruction -Research and Sponsored Programs -Foundation Programs

53


* Cash generated by Operations, Financing and Reserves $8.37 Million

2012-2013 2012-2013 2013-2014BUDGET FORECAST BUDGET

SOURCES OF CASHSURPLUS (DEFICIT)

TOTAL OPERATING SURPLUS (DEFICIT) 2,650,530 3,568,199 3,113,442 Designated Gifts (1,273,096) (1,127,451) (1,626,664)

NET OPERATING SURPLUS (DEFICIT) 1,377,434 2,440,748 1,486,778 NON-CASH TRANSACTIONS:

Depreciation and Amortization 3,786,795 3,788,607 3,996,802 Post Retiree Medical Benefits 1,096,882 899,363 1,025,290

TOTAL CASH GENERATED BY OPERATIONS 6,261,111 7,128,718 6,508,870 FINANCING

Repayment of Principal for Loan to ENV for Model Studio 26,570 26,570 27,964 Alternative Investments-Innovation Village Infrastructure Ph 1 300,000 300,000 300,000

TOTAL SOURCES OF FINANCING 326,570 326,570 327,964 RESERVES

Pine Tree Ranch Reserve 77,700 - - Insurance Reserve - 180,000 - Capital Reserve - - 1,309,000 Residential Board Meal Program Surplus Reserve 85,000 93,337 229,000

TOTAL SOURCES FROM RESERVES 162,700 273,337 1,538,000 TOTAL SOURCES OF CASH 6,750,381 7,728,625 * 8,374,834

54

Financing A

ctivities 4%

Post R

etiree Medical

Benefits 12%

SO

UR

CE

S O

F C

AS

H

Reserves18%

Depreciation

48%

Net O

peratingS

urplus 18%


55


2012-13 Current Year

Approved Budget

% of Revenue


Forecast % of

Revenue

2013-14 Proposed Budget

% of Revenue

3,869,369 100% 3,524,669 100% 3,905,179 100%

Expenditures Controllable 803,703 21% 851,181 24% 853,875 22%

Expenditures Non-Controllable 297,045 8% 324,423 9% 254,163 7%

Total Labor 3,588,956 93% 3,466,884 98% 3,715,206 95%

Total Expenses 4,689,704 121.2% 4,642,488 132% 4,823,244 124%

Net Income (820,335) -21.2% (1,117,819) -32% (918,065) -23.5%

ADMINISTRATION

Revenues

56

\. e.k .c ,..c.ce, e, \ cf) e 062) .c'

.cc\ o .0' \. 0. (a.\k- 0 c) 43( \§)00 co rbCf c) (*\ .q` 0.<::. ,S) .c ra g '.- ..

('-- 4-e) \. c 6b. ,,-.\\).

5%C\

labions pasodaid o

Tabpns Ise3aJod

Ta5pns 11.18.1J no 0

Hi


57



Approved Budget

% of Revenue


Forecast% of

Revenue


% of Revenue

2,801,494 100% 2,878,661 100% 3,025,784 100%

C.O.G.S 49,980 2% 85,000 3% 49,980 2%

2,751,514 98% 2,793,661 97% 2,975,804 98%


Expenditures Non-Controllable 1,327,707 47% 1,415,774 49% 1,422,387 47%

Total Labor 212,952 8% 183,095 6% 210,096 7%

Total Expenses 2,445,526 87% 2,522,427 88% 2,584,591 85%

Net Income 305,988 11% 271,234 9% 391,213 13%

REAL ESTATE

Revenues

Gross Margin

58


REAL ESTATESURPLUS/(DEFICIT)

DESCRIPTION

2012-13 Approved Budget

2012-13 Forecast


REAL ESTATE DEVELOPMENTCenter for Training Technology & Incubation (140,204) (220,172) (112,799) Innovation Village 418,795 433,080 454,215 Total Real Estate Development 278,591 212,908 341,416 RENTAL BuildingsBuilding # 66 - Classrooms & Offices 110,359 111,384 108,356 Building # 97 - Offices 113,316 126,446 121,002 CTTi Building # 220A - Vacant (96,199) (101,308) (102,476) Total Rental Buildings 127,476 136,522 126,882 FACULTY HOUSINGFaculty Housing (100,079) (78,196) (77,085) Total Faculty Housing (100,079) (78,196) (77,085)

GRAND TOTAL REAL ESTATE 305,988 271,234 391,213 59



Approved Budget

% of Revenue


Forecast% of

Revenue


% of Revenue

632,828 100% 1,198,189 100% 502,900 100%

Expenses

Other Expenses 22,289 4% 18,166 2% 49,519 10%


Total Expenses 22,289 4% 18,166 2% 49,519 10%

Net Income 610,539 96.5% 1,180,023 98% 453,381 90.2%

INVESTMENTS - GENERAL

Investment Earnings

Revenues

60



Approved Budget

% of Revenue


Forecast% of

Revenue


% of Revenue

Investment Earnings 3,982,982 79% 8,683,348 50% 5,087,569 37% Donations 1,060,000 21% 8,751,437 50% 8,660,000 63% Total Revenue 5,042,982 100% 17,434,785 100% 13,747,569 100%

Endowment Distributions 2,932,236 58% 1,904,107 11% 3,534,499 26%Expenditures Non-Controllable - - - Admin Fees 425,071 8% 267,001 2% 431,430 3%

Investment Advisor Fees 236,923 5% 153,208 1% 296,988 2%

Total Expenses Non-Controllable 661,994 13% 420,209 2% 728,418 5%

Total Expenses 3,594,230 71.3% 2,324,316 13% 4,262,917 31%

Net Income 1,448,752 28.7% 15,110,469 87% 9,484,652 69.0%

INVESTMENTS - ENDOWMENTS

Revenues

61



Approved Budget

% of Revenue


Forecast% of

Revenue


% of Revenue

34,647,993 100% 35,424,762 100% 36,669,787 100%

C.O.G.S 12,812,548 37% 13,257,204 37% 13,448,875 37%

21,835,445 63% 22,167,558 63% 23,220,912 63%

Expenditures Controllable 4,191,763 12% 4,270,207 12% 4,641,831 13%


Total Labor 7,933,519 23% 7,897,968 22% 8,585,574 23%

Total Expenses 19,881,971 57% 19,728,789 56% 21,068,903 57%

Net Income 1,953,474 6% 2,438,769 7% 2,152,009 6%

ENTERPRISES

Revenues

Gross Margin

62

.40*BRONCO BOOKSTORE



Approved Budget

% of Revenue


Forecast% of

Revenue


% of Revenue

10,241,960 100% 10,495,871 100% 10,395,560 100%

C.O.G.S 7,505,712 73% 7,823,467 75% 7,601,273 73%

2,736,248 27% 2,672,404 25% 2,794,287 27%



Total Labor 1,206,465 12% 1,187,864 11% 1,248,027 12%

Total Expenses 2,429,214 24% 2,369,490 23% 2,482,071 24%

Net Income 307,034 3% 302,914 3% 312,216 3%

Revenues

Gross Margin

63

2EEIAICE2

411Alitio>(3fimpv11.0%/k



Approved Budget

% of Revenue


Forecast % of

Revenue


% of Revenue

14,848,232 100% 15,071,836 100% 16,127,493 100%

C.O.G.S 5,305,856 36% 5,432,437 36% 5,847,602 36%

9,542,376 64% 9,639,399 64% 10,279,891 64%



Total Labor 4,675,743 31% 4,706,352 31% 5,078,839 31%

Total Expenses 9,069,734 61% 9,288,684 62% 9,857,110 61%

Net Income 472,642 3% 350,715 2% 422,781 3%

Revenues

Gross Margin

64



Approved Budget

% of Revenue


Forecast% of

Revenue


% of Revenue

1,431,126 100% 1,411,756 100% 1,547,482 100%

C.O.G.S 980 0.1% 1,300 0.1% 0 0.0%

1,430,146 100% 1,410,456 100% 1,547,482 100%



Total Labor 631,301 44% 601,336 43% 683,191 44%

Total Expenses 1,404,780 98% 1,369,907 97% 1,543,384 100%

Net Income 25,366 2% 40,549 3% 4,098 0%

Revenues

Gross Margin

65



Approved Budget

% of Revenue


Forecast % of

Revenue


% of Revenue

8,126,675 100% 8,445,299 100% 8,599,252 100%



Total Labor 1,049,511 13% 1,078,666 13% 1,281,785 15%

Total Expenses 6,978,241 86% 6,700,708 79% 7,186,337 84%

Net Income 1,148,434 14% 1,744,591 21% 1,412,915 16%

Revenues

66



Approved Budget

% of Revenue


Forecast% of

Revenue


% of Revenue

2,965,070 100% 3,429,085 100% 3,767,358 100%



Total Labor 1,508,173 51% 1,592,196 46% 1,685,041 45%

Total Expenses 2,513,394 85% 2,739,133 80% 2,853,598 76%

Net Income 451,676 15% 689,952 20% 913,760 24%

Continuing Education

Revenues

67


COLLEGE OF EXTENDED UNIVERSITY - Programs2012-13 Approved

Budget2012-13 Forecast

Budget2013-14 Proposed

BudgetAdministration 4,344 (21,700) 327,553 Certificate Programs 23,106 5,383 - English Language Inst. 268,294 526,911 - CEU International Training 70,500 99,824 - Six Sigma Program 36,486 35,865 35,886 Professional Project Management Program 8,886 8,564 10,836 On Site Training Programs 18,310 18,101 8,480 Start-Up Programs 3,501 209 - Technical Programs - 4,657 9,228 Test Prep Programs 4,586 3,133 3,646 Business Comm & Grant Writing - - 286 Accounting & Finance - - 223 Math & Science - - 1,685 Hospitality & Service Industry - - 2,480 Supply Chain Management - - 612 Human Resources Management - - 3,540 Building & Construction Management - - 9,216 Ed 2 Go - - (90,440) Art, Media & Design - - 2,236 Global Ed Programs Standard - - 11,783 CPELI Camps - - 119,503 CPELI Standard - - 436,292

Total College of Extended Univ Programs 438,013 680,947 893,045 68


COLLEGE OF EXTENDED UNIVERSITY - Programs2012-13 Approved

Budget2012-13 Forecast

Budget2013-14 Proposed

Budget

COLLEGE OF ENGINEERINGNon-Credit Learning Admin (5,150) 48 48 Civil Engineering Review 2,217 4,333 4,333

Total College of Engineering (2,933) 4,381 4,381 College of ScienceChemistry Agilent Project 16,596 4,624 16,333

Total College of Science 16,596 4,624 16,333

GRAND TOTAL CONTINUING EDUCATION PROGRAMS 451,676 689,952 913,759

69



Approved Budget

% of Revenue


Forecast % of

Revenue


% of Revenue

3,129,118 100% 2,940,559 100% 3,276,681 100%

C.O.G.S 794,841 25% 684,311 23% 827,241 25%

2,334,277 75% 2,256,248 77% 2,449,440 75%



Total Labor 687,962 22% 771,798 26% 777,870 24%

Total Expenses 2,230,245 71% 2,195,810 75% 2,373,892 72%

Net Income 104,032 3% 60,438 2% 75,548 2%

AGRICULTURE

Revenues

Gross Margin

70


AGRICULTURE AID TO INSTRUCTION PROGRAMSSurplus/(Deficit) Budget Comparison Summary

DESCRIPTION

2012-13 Approved

Budget

2012-13 Forecast Budget

2013-14 Proposed

Budget

Agronomy Farms 62,691 10,034 27,706

Arabian Horse Unit 2,170 21,770 7,742

Beef Unit (1,206) 4,086 6,692

Fruit Industry 4,036 500 1,800

Meat Lab 2,734 5,590 2,722

Ornamental Horticulture 6,449 4,611 2,212

Pine Tree Ranch 6,073 16,772 19,214

Sheep Unit (4,888) (1,636) (3,024)

Swine Unit (2,980) (7,691) (5,324)

Vet Clinic - - 727

Farm Store at Kellogg Ranch 28,953 6,402 15,081

Total 104,032 60,438 75,54871



Approved Budget

% of Revenue


Forecast % of

Revenue


% of Revenue

1,600,000 100% 1,350,000 100% 1,360,178 100%



Total Labor 176,002 11% 154,825 11% 255,127 19%

Total Expenses 1,554,844 97% 1,304,398 97% 1,314,582 97%

Net Income 45,156 3% 45,602 3% 45,596 3%

RESEARCH

Revenues

72


DESIGNATED GIFTS Per Policy No. 118, the Foundation has included in this year’s budget a contribution

in support of the University of $1,626,640. The contribution is funded from the prior year’s surplus after requirements for capital spending, reserves and debt service have been considered and includes the following:

2012-2013 2013-2014 Forecast Proposed

• President’s Request $ 552,750 $ 640,000 • University Advancement Request 419,475 678,100 • Research and Graduate Studies Request 110,000 110,000 • Admin. Operating Endowment Request 32,000 82,000 • Faculty Staff Café deficit 13,226 16,564 • Rose Float Request 100,000 0 • 75th Anniversary Request 0 100,000 Total Requested $1,227,451 $1,626,640

*Over the past five years the Foundation has contributed over $4.92 million

in cash to the University. 73


USES OF CASH 2012-2013 2012-2013 2013-2014CAPITAL EXPENDITURES BUDGET FORECAST BUDGET

Dining Services 1,081,000 1,139,000 717,500 Kellogg West 212,000 212,000 1,000,000 Bookstore 25,000 - 40,000 University Village 553,000 304,189 696,000 Administration 270,000 227,800 232,000 Real Estate 192,500 27,000 325,000 Agriculture 125,000 100,000 504,000 CEU 10,000 - 310,000 PY Carryover 332,300 - 488,503

TOTAL CAPITAL EXPENDITURES 2,800,800 2,009,989 4,313,003 FINANCING

University Village Bond payment - 2005A & B 570,000 570,000 595,000 CTTi Bond payment - 2007 180,000 180,000 185,000

TOTAL USES OF FINANCING 750,000 750,000 780,000 RESERVES

Agriculture Program Reserve @ 55% net Annual Surplus 54,181 24,855 31,545 Capital Reserve @ 1.75% of Gross Auxiliary Revenues 868,803 753,135 771,814 Innovation Village Demo Reserve 82,693 46,487 8,130 Insurance Reserve 60,950 60,950 109,109 Residential Board Meal Program Surplus Reserve excess 7% 62,398 219,500 110,653 Pine Tree Ranch Reserve @ 50% net Annual Surplus 3,037 8,386 9,607 Post Retiree Medical Benefits Trust - Note 1 1,000,000 1,000,000 1,000,000 Research & Sponsored Programs 20,000 20,000 20,000 Venture Capital/Real Estate Reserve @ 1% of Gross Revenue 21,451 430,363 441,037

TOTAL RESERVE CONTRIBUTIONS 2,173,513 2,563,676 2,501,895TOTAL USES OF CASH 5,724,313 5,323,665 7,594,898

Note 1 - the 2013-14 budget includes funding $1.0 mil to a VEBA Trust & the APBO obligation is not considered a Use of Cash

(1) Capital Expenditures of $3.82 million and carryover of $489K for a total of $4.3 million (2) Principal Debt Payment of $780,000 (3) Contribution to Reserves $2.5 million

(1)

74


Prior Proposed Proposed Years Detail Total

Remaining 2013-14 2013-14Enterprise Activities

Foundation Housing

235,303 696,000 Security camera system replacement ($100,000), Security gate system replacement ($80,000), Refurbish Phase II ($155,000), Bathroom vanities Phases I and II ($61,000), Kitchen cabinets Phase II ($275,000). Carpet replacement various apts ($25,000)

696,000 Bronco Bookstore

- 40,000 40,000 Sales floor space ($30,000), Repair atrium doors ($10,000)Dining Services

16,000 147,500 POS upgrade ($10,000), Bldg 97 generator hookup ($18,000), Bldg 97 lighting retro ($60,000), Bldg 97 fire alarm ($30,000), Kikka workstation ($4,500), Mobile implementation project ($10,000), Jamba Juice equipment ($15,000)

5,000 - Tables and chairs for patio with umbrellas- 50,000 Shop 24 infrastructure

- 229,000 Server refresh-counters, floor, abatement, cabinets, paint, lights, add vegan station, ceiling

- 10,600 Magellan 8405 scanner/scale, sapphire glass, produce rail ($4,600), Office space optimization ($6,000)

- 234,000 Truck ($15,000), walk in doors, paint kitchen and PDR's, stone tops for 2 cabinets, curtains for dining room, upgrades to dining area ($219,000)

- 5,400 Turbo Chef Oven- 18,000 Install booths- 23,000 Brand refresh- license fees, prepare for new contract

717,500 Kellogg West Conference Center & Lodge

1,000,000 Crestview Bldg 77 exterior and courtyard update1,000,000

- - No capital budget requested-

Real Estate Activities

13,000 192,000 Patch & paint exterior ($110,000), LED wall lights ($11,000), Repair & resurface decks & stairways ($63,000), HVAC compressor replacement ($8,000)

- 50,000 Master planning consultant fees- 31,000 Fire Alarm system replacement

- 52,000 Exterior paint ($17,000), Energy management system ($7,000), Fan motor replacement ($10,000), Atrium furniture & trash containers ($8,000), Door repair ($10,000)

Total Real Estate Activities 325,000

FacilitiesTotal Facilities

Round Table PizzaTaco BellTotal Dining Services

Kellogg West Rooms & ConferenceTotal Kellogg West

Facilities

ENV CaféVending

Los Olivos

Vista Market

Kellogg West Dining

Subway

CTTI Buildings

Innovation VillageBldg 97

Bldg 96

CAL POLY POMONA FOUNDATION, INC.PROPOSED CAPITAL BUDGET

University Village

Total Foundation Housing

Bookstore

Dining

75


Prior Proposed ProposedYears Detail Total

Remaining 2013-14 2013-14College of Ag

Spadra/Westwind Ranch - 59,000 Pickup truck ($29,000), John Deere Gator ($15,000), Trpoic Breeze wind machine R/R ($15,000)

Pine Tree Ranch 77,700 60,000 Repairs to residence / Phase 2Farm Store 55,000 255,000 Re-location of Farm Store entranceArabian Horse Center - 50,000 Digital X-Ray MachineVet Clinic - 80,000 Stationary X-ray machine

504,000 College of Science

Chemistry Agilent Project 10,000 - - Computer EquipmentCollege of Extended University

CPELI Standard - 310,000 310,000 Computer EquipmentAdministration

Human Resources - 12,000 3 KRONOS touch terminalsMarketing - 10,000 Wide format printer z6200Admin 15,000 70,000 Bldg 55 HVAC units ($60,000), exterior paint bldg 55 ($10,000)

Management Info Systems - 45,000 Kronos updates- expansion of services and upgrade from 6.1 to 6.3. Wrap up interface work related to upgrade

Management Info Systems - 15,000 SAN storage expansion- to ensure adequate space for disaster recovery, disk-to-disk recovery and anticipated growth in data services

Management Info Systems - 15,000 Disaster recovery equipment migration to Hosted - project costs for the movement of equipment and services to co-location and sync DR data

Management Info Systems 12,200 - Disk to Disk Back-up solution- For enterprise backup and recover as well as disaster recovery capability

Management Info Systems - 15,000 Mobile device lab- preproduction testing environment to provide mobile file access and security improvements

Management Info Systems 30,000 VM VDI hardware/software purchases- to expand virtual desktops to reduce desktop hardware costs

Management Info Systems 50,000 - OneSolution/Endowment Software Upgrade- To provide more efficient processing of donations and endowments

Management Info Systems - 20,000 Security log monitoring softwareTotal Administration 232,000

Prior Years and Proposed Capital Budget 488,503 3,824,500

Note - the proposed capital budget assumes funding of $1,309,000 from the Capital Reserve, $229,000 from the Residential Board Meal Program, Surplus Reserve and $1,104,997 from the operations of the units.

Total Prior Years and Proposed Capital Budget 4,313,003

(Continued)

CAL POLY POMONA FOUNDATION, INC.PROPOSED CAPITAL BUDGET

76


USES OF CASH 2012-2013 2012-2013 2013-2014 CAPITAL EXPENDITURES BUDGET FORECAST BUDGET





Agriculture Program Reserve @ 55% net Annual Surplus 54,181 24,855 31,545 Capital Reserve @ 1.75% of Gross Auxiliary Revenues 868,803 753,135 771,814 Innovation Village Demo Reserve 82,693 46,487 8,130 Insurance Reserve 60,950 60,950 109,109 Residential Board Meal Program Surplus Reserve excess 7% 62,398 219,500 110,653 Pine Tree Ranch Reserve @ 50% net Annual Surplus 3,037 8,386 9,607 Post Retiree Medical Benefits Trust - Note 1 1,000,000 1,000,000 1,000,000 Research & Sponsored Programs 20,000 20,000 20,000 Venture Capital/Real Estate Reserve @ 1% of Gross Revenue 21,451 430,363 441,037

TOTAL RESERVE CONTRIBUTIONS 2,173,513 2,563,676 2,501,895TOTAL USES OF CASH 5,724,313 5,323,665 7,584,898



(2)

77


Debt Service Coverage (Fiscal Year Ended June 30)

ProposedBudget Forecast Budget

Description 2012-13 2012-13 2013-14

Change in unrestricted net assets 1,377,434 2,440,748 1,486,778

Add Back:University Designated Expenses 1,273,096 1,127,451 1,626,664

Surplus (Deficit) before Designated Expenses - see Note 2,650,530$ 3,568,199$ 3,113,442$

Add Back:Depreciation and amortization 3,786,795 3,788,607 3,996,802 Interest (see detail below) 1,365,955 1,365,955 1,317,876

Available for Debt Service 7,803,280 8,722,761 8,428,120

Maximum Annual Debt Service *2005 Series Bonds 1,830,625 1,830,625 1,830,6252007 Series Bonds 332,750 332,750 332,750

Total Debt Service 2,163,375 2,163,375 2,163,375

Total Debt Service before Designated Expenses - see Note 3.61 4.03 3.90

Total Debt Service after Designated Expenses 3.02 3.51 3.14

Note:

* Maximum annual debt service is reported as the total amount of scheduled debt service during the year in which the debt service is scheduled to be highest during the life of the Bonds

Interest Detail2005 Series Bonds - Interest 1,218,855 1,218,855 1,192,0242007 Series Bonds - Interest 147,100 147,100 125,852

Total Interest Expense $1,365,955 $1,365,955 $1,317,876

* Bond covenants require the Foundation to not incur a deficit in any two consecutive years after adding back the designated gifts and a debt coverage ratio of at least 1.25.

78


Proposed Goal Balance • Policy No. 103

• Indirect Cost (Disallowance) Reserve - 492,195 404,656 • Policy No. 170

• Agriculture Program Reserve 31,545 75,000 131,400 • Pine Tree Ranch Reserve 9,607 75,000 158,879

• Policy No. 171 • Res Board Meal Program Surplus Res 110,653 - 1,167,580 • Cafeteria State Share Reserve - - 182,062

• Policy No. 172 • Operating Reserve 5,829,713 - 5,829,713 • Capital Equipment Reserve 771,814 6,000,000 3,230,854 • Venture Capital/Real Estate Reserve 441,037 6,000,000 1,348,407

• Policy No. 173 • Funded portion of Retiree Medical Benefits 1,000,000 4,000,000 4,000,000

• Policy No. 174 • Insurance Reserve 109,109 - 127,507

• Policy No. 175 • Research & Sponsored Programs Reserve 20,000 - 114,527 • Innovation Village Demo Reserve 8,130 - 54,617

• Policy No. 134 - Emergency Reserve - - 120,152

The Foundation’s Reserves and APBO are comprised of the following:

79


USES OF CASH 2012-2013 2012-2013 2013-2014 CAPITAL EXPENDITURES BUDGET FORECAST BUDGET





Agriculture Program Reserve @ 55% net Annual Surplus 54,181 24,855 31,545 Capital Reserve @ 1.75% of Gross Auxiliary Revenues 868,803 753,135 771,814 Innovation Village Demo Reserve 82,693 46,487 8,130 Insurance Reserve 60,950 60,950 109,109 Residential Board Meal Program Surplus Reserve excess 7% 62,398 219,500 110,653 Pine Tree Ranch Reserve @ 50% net Annual Surplus 3,037 8,386 9,607 Post Retiree Medical Benefits Trust - Note 1 1,000,000 1,000,000 1,000,000 Research & Sponsored Programs 20,000 20,000 20,000

Venture Capital/Real Estate Reserve @ 1% of Gross Revenue 21,451 430,363 441,037 TOTAL RESERVE CONTRIBUTIONS 2,173,513 2,563,676 2,501,895

TOTAL USES OF CASH 5,724,313 5,323,665 7,584,898



(3)

80


Long-Range Cash Forecast includes ten year forecaster of:

- Surplus (Deficit) - Non cash Transactions - Financing Activities - Capital Improvements - Designated Gifts - Reserve draws / Contributions - Net cash available

POLICY NO. 172 -Long-Range Cash Forecast (Fiscal Viability) & Reserves

81


Cal Poly Pomona Foundation, Inc.Long Term Cash Plan/Reserve(000's) Reserve

Actual Forecast Budget 5 Years 10 Years Balances Reserve2012 2013 2014 2015-2019 2020-2024 2024 Goal

SOURCES OF CASHExcess of Revenue over Expenses

Total Surplus (Deficit) - Operations 2,853 3,568 3,113 17,578 42,613

Non-cash transactionsDepreciation 3,669 3,789 3,997 19,985 39,970 FAS 158 - Post Retiree Medical Benefits 1,082 899 1,025 3,085 4,291 8,063 8,063

Total Non-cash transactions 4,751 4,688 5,022 23,070 44,261 TOTAL CASH GENERATED FROM OPERATIONS 7,604 8,256 8,135 40,648 86,874

Total Financing Activities 263 327 328 1,663 2,452 Total Reserve Activities 842 273 1,538 4,222 9,116

TOTAL SOURCES OF CASH 8,709 8,856 10,001 46,533 98,442

USES OF CASHCapital Project Requirements 7,696 2,010 4,313 17,591 24,731 Financing Activities 905 750 780 6,035 11,669 Designated Gifts 1,470 1,127 1,627 9,440 21,487 Transfer Fixed Assets to University - - - - - Other Changes- see note - - - - - Reserve Contributions 2,406 2,563 2,502 9,348 19,421 18,994 24,480

TOTAL USES OF CASH 12,477 6,450 9,222 42,414 77,308 Net Change in Cash (3,768) 2,406 779 4,119 21,134 Cash Available 6,871 9,277 10,056 14,175 31,190

Min. Two Month Working Capital Reserve Required 5,622 5,830

82


General, Enterprise, and Reserve Budgets

for Fiscal Year 2013-14 Resolution

WHEREAS, Pursuant to the provisions of the Policies and Procedures for California State University Auxiliary Organization Section 9.8.1, for the Educational Code Section 89904(b), the Cal Poly Pomona Foundation’s proposed operating budgets and forecast include: General Activities (Administration; Real Estate & Investments) Enterprise Activities (Bookstore/Dining Services/Kellogg West/Foundation Housing); Reserves and Capital Budgets; along with the Summary of Sources and Uses and Working Capital; Statement of Activities; Debt Service Coverage; and Long Term Cash Plan/Reserves. The Foundation’s governing Board accomplishes these activities by reviewing and approving the annual operating and capital budgets before the start of each fiscal year. Necessary changes to the approved budgets may be made by the governing Board as the fiscal year progresses, and

WHEREAS, the Foundation Budget Process Policy No. 118, provides that Foundation Administration will

present annually the operating and capital proposed budgets, forecasts and supporting detailed schedules and information to the Board of Directors; and

83


• WHEREAS, the budget includes contributing 10.05% to the CALPERS 2% at 55 years of age retirement Risk Pool for employees hired on or before June 26, 2011, (these employees will contribute 5%) and 8.049% for employees hired thereafter to the CALPERS 2% at 60 retirement Risk Pool (these employees will contribute 7%) and 6.25% for employees hired on or after January 1, 2013, (employees will share equally in the cost for this plan and will therefore contribute 6.25%) for a total of approximately $790,000; and no change to salary grades ranges and a 3% or approximately $143,000 wage adjustment for eligible employees (“Eligible employees” are regular benefited employees paid from non-grant funds, who were hired prior to the beginning of this 2012-13 fiscal year and who have not had any pay adjustments due to promotions or job restructures during the 2012-13 fiscal year, and among the other employees includes the two Officers of Foundation); and contribute $1.0 million to the VEBA Trust and assume 9% as the benefit cost for the postretirement health care plan as per actuarial studies.

WHEREAS, the Foundation management has prepared and presents these proposed operating and capital budgets and forecasts, designated gifts, reserves and long range plan/reserve, and

WHEREAS, the Finance Committee has reviewed and discussed these proposed operating and capital budgets and forecasts, designated gifts, reserves and long range plan/reserve pursuant to Foundation Budget Process Policy No. 118, and

NOW, THEREFORE, the Finance Committee approves the Proposed Operating and Capital Budgets for fiscal year 2013-14 and forecasts for fiscal year 2012-13 for General Activities, Enterprise Activities, Reserves and the long-range cash plan/reserve be submitted to the Board for review and approval at its next regularly scheduled meeting.

PASSED AND ADOPTED THIS 23rd DAY OF MAY 2013 By: __________________________ Dr. Winny Dong, Secretary Cal Poly Pomona Foundation Board of Directors

(Continuation)

84

CAL POLY POMONA FOUNDATION, INC.2012-13 PROPOSED BUDGET

SUMMARY OF SOURCES AND USES OF FUNDSRevised

2012-2013 2012-2013 2013-2014 BUDGET FORECAST PROPOSED BUDGET


Administration (820,335) (1,117,819) (918,065) Real Estate 305,988 271,234 391,213 Investments 610,539 1,180,023 453,381 Bookstores 307,034 302,914 312,216 Dining Services 472,640 350,715 422,780 Kellogg West Conference Center 25,366 40,549 4,098 University Village 1,148,434 1,744,591 1,412,915 Supplementary Programs 600,864 795,992 1,034,904



Depreciation and Amortization 3,786,795 3,788,607 3,996,802 Post Retiree Medical Benefits - See Note 1 1,096,882 899,363 1,025,290


Repayment of principal loan to ENV for Model Studio 26,570 26,570 27,964 Alternative Investments - Innovation Village Infrastructure Ph I 300,000 300,000 300,000


Pine Tree Ranch Reserve 77,700 Insurance Reserve 180,000Capital Reserve 1,309,000 Residential Board Meal Program Surplus Reserve 85,000 93,337 229,000

TOTAL SOURCES FROM RESERVES 162,700 273,337 1,538,000 TOTAL SOURCES OF CASH 6,750,381 7,728,625 8,374,834

USES OF CASHCAPITAL EXPENDITURES

University Village 553,000 304,189 696,000 Bookstore 25,000 40,000 Dining Services 1,081,000 1,139,000 717,500 Kellogg West 212,000 212,000 1,000,000 Real Estate 192,500 27,000 325,000 Agricultural Units 125,000 100,000 504,000 Continuing Education 10,000 310,000 Administration 270,000 227,800 232,000 Prior Year Carryover 332,300 488,503

TOTAL CAPITAL EXPENDITURES 2,800,800 2,009,989 4,313,003 INVESTING



Agriculture Program Reserve @ 55% net Annual Surplus 54,181 24,855 31,545 Cafeteria State Share ReserveCapital Reserve @ 1.75% of Gross Auxiliary Revenues 868,803 753,135 771,814Emergency ReserveIndirect Cost Disallowance ReserveInnovation Village Demo Reserve 82,693 46,487 8,130 Insurance Reserve 60,950 60,950 109,109 Pine Tree Ranch Reserve @ 50% net Annual Surplus 3,037 8,386 9,607 Post Retiree Medical Benefits Trust - see Note 1 1,000,000 1,000,000 1,000,000 Research & Sponsored Programs 20,000 20,000 20,000 Residential Board Meal Program Surplus Reserve excess 7% 62,398 219,500 110,653Venture Capital/Real Estate Reserve @ 1.0% of Gross Rev. 21,451 430,363 441,037

TOTAL RESERVE CONTRIBUTIONS 2,173,513 2,563,676 2,501,895TOTAL USES OF CASH 5,724,313 5,323,665 7,594,898 NET SOURCES & (USES) OF CASH 1,026,068 2,404,960 779,936

BEGINNING OF THE YEAR WORKING CAPITAL LESS CONTINGENCY 6,871,276 9,276,236 NET WORKING CAPITAL AVAILABLE END OF YEAR - Note 2 9,276,236 10,056,172

Minimal Two Months Working Capital Reserve Required 5,622,351 5,829,713

85

CAL POLY POMONA FOUNDATION, INC.SOURCES/(USES) AND WORKING CAPITAL

Balance as of Forecast Proposed Net End of6/30/2012 Fiscal 12/13 Budgeted 13/14 6/30/2014 Goal

Sources of Funds:Fund Balance (Unrestricted) 27,782,505 2,440,748 1,486,778 31,710,031Restatement of Fund Balance due to OPEB GASB 10,251,600 10,251,600Current & Long term debt

University Village Series 2005 25,555,000 (570,000) (595,000) 24,390,000CTTI Bonds Series 2007 3,150,000 (180,000) (185,000) 2,785,000

Excess of Accounts Receivable over Accounts Payable 2,826,838 2,826,838Post Retiree Medical Benefits - Note 1 1,847,759 899,363 1,025,290 3,772,412 3,772,412

Total Available 71,413,702 2,590,111 1,732,068 75,735,881

Uses of FundsInvestment in fixed assets 94,798,749 2,009,989 4,313,003 101,121,741

Depreciation (38,953,067) (3,788,607) (3,996,802) (46,738,476)Inventory 2,669,900 2,669,900

Reserves :Board Designated Reserves

Agriculture Program Reserve 75,000 24,855 31,545 131,400 75,000Cafeteria State Share Reserve 182,062 182,062Capital Reserve 3,014,905 753,135 (537,186) 3,230,854 6,000,000Emergency Reserve 120,152 120,152Indirect Cost Dissallowance Reserve 404,656 404,656 492,195Innovation Village Demo Reserve 46,487 8,130 54,617Insurance Reserve 137,448 (119,050) 109,109 127,507Pine Tree Ranch Reserve 140,886 8,386 9,607 158,879 75,000Auxiliaries Multiple Employer VEBA Trust - Note 1 1,000,000 1,000,000 2,000,000Research & Sponsored Programs 74,521 20,000 20,000 114,521Residential Board Meal Program Surplus Res 1,159,764 126,163 (118,347) 1,167,580Venture Capital/Real Estate Reserve 477,007 430,363 441,037 1,348,407 6,000,000Other 22,461 22,461

LOANS:Loan to College of ENV for modular building shop 217,982 (26,570) (27,964) 163,448 Alternative Invements - Innovation Village Infrastructure Ph I (300,000) (300,000) (600,000)

Total Uses 64,542,426 185,151 952,132 65,679,709Available for Working Capital 6,871,276 2,404,960 779,936 10,056,172Net Working Capital - Note 2 6,871,276 9,276,236 10,056,172 10,056,172

Minimal Two Months Working Capital Reserve Required 4,903,281 5,622,351 5,829,713 5,829,713

Note 1 - Forecast and Proposed Budget includes funding of $1.0 million each year; the Post Retirement Med Benefit is not considered a Use of Cash Note 2 - Net Working Capital does not include cash advances for Sponsored Programs per policy # 172

86

CAL POLY POMONA FOUNDATION, INC. REVENUE EXPENSES NET SURPLUS/(DEFICIT) PROPOSED BUDGET Revised Current Proposed Revised Current Proposed Revised Current Proposed SUMMARY STATEMENT OF ACTIVITY Budget Forecast Budget Budget Forecast Budget Budget Forecast Budget

FISCAL YEAR 2012-2013 2012-2013 2013-2014 2012-2013 2012-2013 2013-2014 2012-2013 2012-2013 2013-2014

GENERAL ACTIVITIES: ADMINISTRATION 3,869,369 3,524,669 3,905,179 4,689,704 4,642,488 4,823,244 (820,335) (1,117,819) (918,065) REAL ESTATE 2,801,494 2,878,661 3,025,784 2,495,506 2,607,427 2,634,571 305,988 271,234 391,213 INVESTMENTS 632,828 1,198,189 502,900 22,289 18,166 49,519 610,539 1,180,023 453,381

TOTAL GENERAL ACTIVITIES 7,303,691 7,601,519 7,433,863 7,207,499 7,268,081 7,507,334 96,192 333,438 (73,471)

ENTERPRISE ACTIVITIES: Bookstore BRONCO BOOKSTORE 10,241,960 10,495,871 10,395,560 9,934,926 10,192,957 10,083,344 307,034 302,914 312,216 Total Bookstore 10,241,960 10,495,871 10,395,560 9,934,926 10,192,957 10,083,344 307,034 302,914 312,216

Dining Services FOUNDATION MAINTENANCE 0 0 0 2 0 1 (2) 0 (1) POLY TROLLEY 0 0 295,000 0 0 290,051 0 0 4,949 FRESH ESCAPES 94,593 95,000 94,454 92,023 85,428 84,077 2,570 9,572 10,377 CARL'S JR. 458,423 453,374 455,596 360,634 378,397 384,284 97,789 74,977 71,312 PONY EXPRESS - CCMP 540,050 566,085 568,625 430,107 444,597 455,821 109,943 121,488 112,804 PONY EXPRESS - CLA 188,385 195,027 195,725 162,973 178,288 180,396 25,412 16,739 15,329 CTTI CAFÉ 152,400 105,591 111,317 149,264 144,523 159,000 3,136 (38,932) (47,683) POLY FRESH 399,000 415,000 410,004 354,681 384,741 366,398 44,319 30,259 43,606 PONY EXPRESS - ENV 54,460 50,200 51,460 50,116 45,793 48,429 4,344 4,407 3,031 STARBUCKS COFFEE 871,200 870,233 882,050 787,796 784,125 790,936 83,404 86,108 91,114 PANDA EXPRESS 127,700 126,000 127,700 12,228 12,280 13,008 115,472 113,720 114,692 KIKKA SUSHI 81,200 78,100 75,268 37,995 40,722 39,658 43,205 37,378 35,610 LOS OLIVOS 4,422,498 4,716,865 4,831,575 4,094,750 4,214,353 4,431,024 327,748 502,512 400,551 VISTA CAFÉ 1,222,038 1,265,572 1,268,483 1,199,105 1,239,966 1,237,586 22,933 25,606 30,897 DENNYS 900,388 852,319 821,835 853,289 905,160 823,842 47,099 (52,841) (2,007) VENDING 125,400 96,200 298,220 103,414 104,120 250,593 21,986 (7,920) 47,627 QDOBA 289,606 555,351 619,000 266,263 437,117 522,634 23,343 118,234 96,366 SUBWAY 758,003 850,000 831,860 625,790 725,280 720,328 132,213 124,720 111,532 ROUND TABLE 394,300 396,000 372,403 301,208 307,897 297,858 93,092 88,103 74,545 DINING ADMINISTRATION 0 0 0 860,984 921,661 999,122 (860,984) (921,661) (999,122) EINSTEIN'S BAGELS 543,079 346,441 349,500 516,246 354,500 342,878 26,833 (8,059) 6,622 PONY EXPRESS AT CBA 702,185 755,379 1,012,144 655,057 637,071 777,166 47,128 118,308 234,978 FRESHENS/PURA VIDA 198,500 206,576 202,000 176,500 198,324 194,823 22,000 8,252 7,177 TACO BELL 289,606 257,749 261,648 230,192 203,799 217,520 59,414 53,950 44,128 BRONCO BUCKS CARD OFFICE 137,996 138,240 144,516 136,063 138,240 144,520 1,933 0 (4) BSC & CAMPUS CENTER/OVERHEAD 0 0 0 0 0 0 0 0 0 SCE LOBBY SHOP 85,955 83,896 84,755 72,800 78,641 74,957 13,155 5,255 9,798 KW - CATERING/CONF. FOODS 1,811,267 1,596,638 1,762,355 1,846,112 1,756,098 1,857,803 (34,845) (159,460) (95,448)

Total Dining Services 14,848,232 15,071,836 16,127,493 14,375,592 14,721,121 15,704,713 472,640 350,715 422,780

K.W. Conference Ctr. & Lodge 1,431,126 1,411,756 1,547,482 1,405,760 1,371,207 1,543,384 25,366 40,549 4,098

University Village 8,126,675 8,445,299 8,599,252 6,978,241 6,700,708 7,186,337 1,148,434 1,744,591 1,412,915TOTAL ENTERPRISE ACTIVITIES 34,647,993 35,424,762 36,669,787 32,694,519 32,985,993 34,517,778 1,953,474 2,438,769 2,152,009

TOTAL GENERAL & ENTERPRISE ACTIVITIES 41,951,684 43,026,281 44,103,650 39,902,018 40,254,074 42,025,112 2,049,666 2,772,207 2,078,538

87

CAL POLY POMONA FOUNDATION, INC. REVENUE EXPENSES NET SURPLUS/(DEFICIT) PROPOSED BUDGET Revised Current Proposed Revised Current Proposed Revised Current Proposed SUMMARY STATEMENT OF ACTIVITY Budget Forecast Budget Budget Forecast Budget Budget Forecast Budget

FISCAL YEAR 2012-2013 2012-2013 2013-2014 2012-2013 2012-2013 2013-2014 2012-2013 2012-2013 2013-2014

DESIGNATED GIFTS - University 0 0 0 1,273,096 1,127,451 1,626,664 (1,273,096) (1,127,451) (1,626,664)

SURPLUS (DEFICIT) AFTER DESIGNATED GIF 41,951,684 43,036,281 44,103,650 41,175,114 41,391,525 43,651,776 776,570 1,644,756 451,874

SUPPLEMENTAL PROGRAMS

RESEARCH OFFICE 160,000 1,350,000 1,360,178 114,844 1,304,398 1,314,582 45,156 45,602 45,596

AGRICULTURE UNITS 3,129,118 2,940,559 3,276,681 3,025,086 2,880,121 3,201,133 104,032 60,438 75,548

CONTINUING EDUCATION 2,965,070 3,429,085 3,767,358 2,513,394 2,739,133 2,853,598 451,676 689,952 913,760

UNRESTRICTED FOUNDATION PROGRAMS 1,017,696 793,304 793,308 1,017,696 793,304 793,308 0 0 0

TOTAL SUPPLEMENTAL 7,271,884 8,512,948 9,197,525 6,671,020 7,716,956 8,162,621 600,864 795,992 1,034,904

TOTAL SURPLUS (DEFICIT) UNRESTRICTED 49,223,568 51,549,229 53,301,175 47,846,134 49,108,481 51,814,397 1,377,434 2,440,748 1,486,778

RESTRICTED: Endowments/Investments 5,042,982 17,434,785 13,747,569 3,594,230 2,324,316 4,262,917 1,448,752 15,110,469 9,484,652 FDN Programs 0 7,720,593 7,720,596 0 5,542,228 5,542,224 0 2,178,365 2,178,372 TOTAL RESTRICTED 5,042,982 25,155,378 21,468,165 3,594,230 7,866,544 9,805,141 1,448,752 17,288,834 11,663,024

TOTAL 54,266,550 76,704,607 74,769,340 51,440,364 56,975,025 61,619,538 2,826,186 19,729,582 13,149,802

88

CAL POLY POMONA FOUNDATION, INC.PROPOSED BUDGET SUMMARY STATEMENT OF ACTIVITYFISCAL YEAR

GENERAL ACTIVITIES: ADMINISTRATION REAL ESTATE INVESTMENTS

TOTAL GENERAL ACTIVITIES

ENTERPRISE ACTIVITIES: Bookstore BRONCO BOOKSTORE Total Bookstore

Dining Services FOUNDATION MAINTENANCE POLY TROLLEY FRESH ESCAPES CARL'S JR. PONY EXPRESS - CCMP PONY EXPRESS - CLA CTTI CAFÉ POLY FRESH PONY EXPRESS - ENV STARBUCKS COFFEE PANDA EXPRESS KIKKA SUSHI LOS OLIVOS VISTA CAFÉ DENNYS VENDING QDOBA SUBWAY ROUND TABLE DINING ADMINISTRATION EINSTEIN'S BAGELS PONY EXPRESS AT CBA FRESHENS/PURA VIDA TACO BELL BRONCO BUCKS CARD OFFICE BSC & CAMPUS CENTER/OVERHEAD SCE LOBBY SHOP KW - CATERING/CONF. FOODS Total Dining Services

K.W. Conference Ctr. & Lodge

University VillageTOTAL ENTERPRISE ACTIVITIES

TOTAL GENERAL & ENTERPRISE ACTIVITIE

DEPRECIATION & AMORTIZATION Carryover NET CASH GENERATEDRevised Current Proposed Revised Current Prior Proposed Revised Current Proposed Budget Forecast Budget Budget Forecast Years Budget Budget Forecast Budget

2012-2013 2012-2013 2013-2014 2012-2013 2012-2013 Carryover 2013-2014 2012-2013 2012-2013 2013-2014

158,544 133,222 156,852 305,000 227,800 77,200 232,000 (966,791) (1,212,397) (1,070,413)888,123 992,189 1,000,140 192,500 27,000 13,000 325,000 1,001,611 1,236,423 1,053,353

0 0 0 610,539 1,180,023 453,3811,046,667 1,125,411 1,156,992 497,500 254,800 90,200 557,000 645,359 1,204,049 436,321

136,176 137,808 142,176 25,000 40,000 418,210 440,722 414,392136,176 137,808 142,176 25,000 0 0 40,000 418,210 440,722 414,392

3,600 3,600 3,600 3,598 3,600 3,5990 0 30,000 300,000 300,000 (300,000) (300,000) 34,949

4,452 4,500 4,452 7,022 14,072 14,82918,132 20,226 17,304 115,921 95,203 88,616

4,212 5,400 4,212 114,155 126,888 117,0163,936 4,000 3,936 29,348 20,739 19,265

10,200 8,400 8,400 25,000 11,000 (11,664) (41,532) (39,283)25,368 24,070 23,880 69,687 54,329 67,486

1,380 400 400 5,000 5,000 724 4,807 (1,569)41,796 25,000 20,520 125,200 111,108 111,634

372 370 1,152 115,844 114,090 115,84421,672 21,660 21,672 64,877 59,038 57,282

100,968 101,471 100,968 85,000 97,000 229,000 343,716 506,983 272,5194,020 4,018 4,020 16,000 10,000 10,600 10,953 19,624 24,3179,000 5,894 5,892 56,099 (46,947) 3,8853,168 3,168 9,996 50,000 25,154 (4,752) 7,623

42,672 37,835 49,800 300,000 312,000 (233,985) (155,931) 146,16628,452 28,452 28,092 5,400 160,665 153,172 134,224

7,380 9,300 9,300 18,000 100,472 97,403 65,845105,948 102,000 105,948 30,000 14,000 16,000 147,500 (785,036) (833,661) (1,056,674)

17,700 36,620 32,076 142,100 40,000 (97,567) (11,439) 38,69835,420 35,420 22,800 100,000 60,000 (17,452) 93,728 257,77826,820 22,500 22,428 48,820 30,752 29,60513,726 13,368 14,616 23,000 73,140 67,318 35,744

0 0 0 1,933 0 (4)0 0 0 0 0 0

2,280 2,280 2,280 15,435 7,535 12,07836,965 36,998 31,493 187,500 295,000 234,000 (185,380) (417,462) (297,955)

569,639 556,950 579,237 1,190,600 1,139,000 21,000 717,500 (148,321) (231,335) 263,517

64,800 76,544 84,000 212,000 212,000 1,000,000 (121,834) (94,907) (911,902)

1,912,344 1,840,618 1,923,120 573,000 304,189 235,303 696,000 2,487,778 3,281,020 2,404,7322,682,959 2,611,920 2,728,533 2,000,600 1,655,189 256,303 2,453,500 2,635,833 3,395,500 2,170,7393,729,626 3,737,331 3,885,525 2,498,100 1,909,989 346,503 3,010,500 3,281,192 4,599,549 2,607,060

CAPITAL REQUESTS

89

CAL POLY POMONA FOUNDATION, INC.PROPOSED BUDGET SUMMARY STATEMENT OF ACTIVITY

FISCAL YEAR

DESIGNATED GIFTS - University

SURPLUS (DEFICIT) AFTER DESIGNATED GI

SUPPLEMENTAL PROGRAMS

RESEARCH OFFICE

AGRICULTURE UNITS

CONTINUING EDUCATION

UNRESTRICTED FOUNDATION PROGRAM

TOTAL SUPPLEMENTAL

TOTAL SURPLUS (DEFICIT) UNRESTRICTED

RESTRICTED: Endowments/Investments FDN Programs TOTAL RESTRICTED

TOTAL

DEPRECIATION & AMORTIZATION Carryover NET CASH GENERATEDRevised Current Proposed Revised Current Prior Proposed Revised Current Proposed Budget Forecast Budget Budget Forecast Years Budget Budget Forecast Budget

2012-2013 2012-2013 2013-2014 2012-2013 2012-2013 Carryover 2013-2014 2012-2013 2012-2013 2013-2014

CAPITAL REQUESTS

0 0 0 0 0 0 0 (1,273,096) (1,127,451) (1,626,664)

3,729,626 3,737,331 3,885,525 2,498,100 1,909,989 346,503 3,010,500 2,008,096 3,472,098 980,396

0 0 0 45,156 45,602 45,596

38,163 30,357 52,458 292,700 100,000 132,000 504,000 (150,505) (9,205) (507,994)

19,006 20,919 58,819 10,000 10,000 310,000 460,682 710,871 652,579

0 0 0 0 0 0

57,169 51,276 111,277 302,700 100,000 142,000 814,000 355,333 747,268 190,181

3,786,795 3,788,607 3,996,802 2,800,800 2,009,989 488,503 3,824,500 2,363,429 4,219,366 1,170,577

1,448,752 15,110,469 9,484,6520 2,178,365 2,178,372

1,448,752 17,288,834 11,663,024

3,786,795 3,788,607 3,996,802 2,800,800 2,009,989 488,503 3,824,500 3,812,181 21,508,200 12,833,601

90


ProposedRevised Forecast Budget

Description 2012-13 2012-13 2013-14

Change in unrestricted net assets 1,377,434$ 2,440,748$ 1,486,778$




Available for Debt Service 7,803,280$ 8,722,761$ 8,428,120$

Maximum Annual Debt Service *2005 Series Bonds 1,830,625 1,830,625 1,830,625 2007 Series Bonds 332,750 332,750 332,750

Total Debt Service 2,163,375$ 2,163,375$ 2,163,375$



Note: Bond covenants require the Foundation to not incur a deficit in any two consecutive years after adding back the designate gifts and a debt coverage ratio of at least 1.25.


Interest Detail2005 Series Bonds - Interest 1,218,855 1,218,855 1,192,024 2007 Series Bonds - Interest 147,100 147,100 125,852

Total Interest Expense 1,365,955$ 1,365,955$ 1,317,876$ 91

MemorandumDate: May 17, 2013


F4., JO-

From: G. Paul Ste'rre9?-wv---4-44C71.Executive Director

,0,qtY,±o

Cal Poly Pomona

Foundation

Subject: General Activities, Enterprise, Supplemental Programs, Designated Gifts, ReserveBudgets and Long Range Cash Plan/Reserves for Fiscal Year 2013-14

WHEREAS, Pursuant to the provisions of the Policies and Procedures for California StateUniversity Auxiliary Organization Section 9.8.1, for the Educational Code Section 89904(b), the Cal PolyPomona Foundation's proposed operating budgets and forecast include: General Activities(Administration; Real Estate & Investments) Enterprise Activities (Bookstore/Dining Services/KelloggWest/Foundation Housing); Supplemental (Research Office, Agriculture Units, ContinuingEducation and Unrestricted Foundation Programs); Designated Gifts; Reserves and Capital Budgets; alongwith the Summary of Sources and Uses and Working Capital; Statement of Activities; Debt ServiceCoverage; and Long Term Cash Plan/Reserves. The Foundation's governing Board accomplishes theseactivities by reviewing and approving the annual operating and capital budgets before the start of eachfiscal year. Necessary changes to the approved budgets may be made by the governing Board as thefiscal year progresses, and

WHEREAS, the Foundation Budget Process Policy No. 118, provides that FoundationAdministration will present annually the operating and capital proposed budgets, forecasts and supportingdetailed schedules and information to the Board of Directors; and

WHEREAS, the budget includes contributing 10.05% to the CALPERS 2% at 55 years of ageretirement Risk Pool for employees hired on or before June 26, 2011, (these employees will contribute 5%)and 8.049% for employees hired thereafter to the CALPERS 2% at 60 retirement Risk Pool (theseemployees will contribute 7%) and 6.25% for employees hired on or after January 1, 2013, (employees willshare equally in the cost for this plan and will therefore contribute 6.25%) for a total of approximately$790,000; and no change to salary grades ranges and a 3% or approximately $143,000 wage adjustmentfor eligible employees ("Eligible employees" are regular benefited employees paid from non-grant funds,who were hired prior to the beginning of this 2012-13 fiscal year and who have not had any payadjustments due to promotions or job restructures during the 2012-13 fiscal year, and among the otheremployees includes the two Officers of Foundation); and contribute $1.0 million to the VEBA Trust andassume 9% as the benefit cost for the postretirement health care plan as per actuarial studies.

WHEREAS, the Foundation management has prepared and presents these proposed operatingand capital budgets and forecasts, designated gifts, reserves and long range plan/reserve, and

WHEREAS, the Board of Directors has reviewed and discussed these proposed operating andcapital budgets and forecasts, designated gifts, reserves and long range plan/reserve pursuant toFoundation Budget Process Policy No. 118, and

NOW, THEREFORE, the Board of Directors approves the Proposed Operating and CapitalBudgets for fiscal year 2013-14 and forecasts for fiscal year 2012-13 for General Activities, EnterpriseActivities, Supplemental Programs, Designated Gifts, Reserves and the long-range cash plan/reserve.

Passed and adoptey thts 23rd day of May 2013.

By:Dr. VVThny Dong, ecretaCal Poly Pomona Foundation/ oard of Directors

Memorandum Date: May 14, 2013 To: Board of Directors Cal Poly Pomona Foundation, Inc. From: Dennis Miller Chief Employment Officer Subject: PARS Vacation/Sick Leave Conversion Program The PARS Vacation/Sick Leave Conversion Program allows the Foundation to provide eligible employees a supplemental retirement plan to their existing retirement program (CalPERS) by converting a portion of their unused Vacation and Sick Leave balances to cash, and then contributing those funds directly into the employees PARS account on a tax-deferred basis. The percentage of participation is fully elective by the eligible employees and the option to convert occurs on an annual basis.

Historically, the request to pay benefits under this program was presented to the Personnel Committee during its meetings in September. At that time, the Personnel Committee would review the overall financial performance of Foundation and based on the Foundation meeting certain financial objectives would either approve or reject the request for sick leave conversions. However, the process for reporting the financial performance of Foundation as well as the budgeting process has improved over time thereby allowing the review, analysis, and decision to convert sick and vacation time to be made during the May meeting.

The Foundation will generate an unrestricted forecasted surplus of $3.5 million (excluding the Designated Gifts to the University of $1.1 million), funded its reserves by $2.5 million and met its debt service coverage requirements for the fiscal year ended June 2013. See attached for further details.

As of June 30, 2013, there will be 56 employees eligible to convert sick leave. If all 56 converted their maximum amount of sick time the amount would be $111,476. However, a conservative forecast for the actual amount of money that will be converted is $61,710. The amount included in the 2013-2014 budget for sick leave conversions is $108,842.

93

There are 69 employees eligible to convert a portion of their allowable vacation. If all 69employees convert 100% of their allowable hours the amount would be $149,194.However, a conservative forecast for vacation conversions is $82,165.

It is notable that when employees elect to convert unused vacation time there is no costfor Foundation since vacation amounts have already been earned and accrued.

Also, when funds are contributed to the PARS accounts the Foundation realizes areduction in payroll taxes of about 9% for vacation and sick leave conversions, andadditional expense reductions in worker's compensation premiums.

Finally, there are savings to Foundation with respect to funding PERS retirementbenefits since fewer hours of sick time are available to convert for CalPERS servicecredit.

Eligible employees will be invited to a training session in June 2013 on the advantagesand disadvantages of converting vacation and sick leave time into the supplementalretirement program, and subsequently invested with John Hancock USA, who will alsobe in attendance.

Proposed Action:

WHEREAS, the Foundation management is requesting the Board of Directors action toapprove allowing eligible employees to elect to convert a portion of their vacation andsick leave to the deferred compensation supplement retirement plan of Cal PolyPomona Foundation, Inc. effective June 30, 2013.

NOW, THEREFORE, BE IT RESOLVED, the Cal Poly Pomona Foundation Board ofDirectors has reviewed the surplus, reserves and debt service coverage and approvesthe funding for the PARS Vacation/Sick Leave Conversion Plan of Cal Poly PomonaFoundation, Inc. effective July 1, 2013.

PASSED AND ADIOPTED THIS 23rd DAY OF MAY 2013.

By:Winn Dong, SecretaryBoard of DirectorsCal Poly Pomona Foundation, Inc.

Fiscal Year

Number of Employees Eligible for Vacation

Conversion

Number of Employees

Electing Vacation

Conversion

Percentage Electing Vacation

Conversion

$ Amount Vacation

Employees Eligible

$ Amount Vacation Employees Converted

2001-2002 36 17 47% $65,240 $28,8512002-2003 32 13 41% $57,528 $27,7172003-2004 39 20 51% $64,810 $40,2562004-2005 40 25 63% $68,972 $45,0682005-2006 40 26 65% $73,817 $38,9012006-2007 46 27 59% $88,019 $54,4802007-2008 43 18 42% $79,480 $31,6572008-2009 42 23 55% $85,640 $48,7052009-2010 49 25 51% $99,177 $47,2242010-2011 53 43 81% $112,511 $68,885 2011-2012 56 28 50% $105,500 $61,0412012-2013 69 38 55% $149,194 $82,165 Estimate

Fiscal Year

Number of Employees Eligible for

Sick Conversion

Number of Employees

Electing Sick Conversion

Percentage Electing Sick Conversion

$ Amount Sick Employees

Eligible

$ Amount Sick Employees Converted

2001-2002 56 20 36% $51,695 $27,2862002-2003 62 25 40% $51,757 $35,8172003-2004 71 32 45% $61,847 $48,3702004-2005 68 45 66% $68,198 $54,9242005-2006 72 40 56% $72,390 $41,9782006-2007 68 36 53% $66,608 $48,4872007-2008 62 27 44% $70,525 $44,5402008-2009 60 34 57% $65,926 $40,3472009-2010 74 41 55% $84,160 $54,3872010-2011 41 29 71% $96,045 $74,142 2011-2012 45 30 67% $91,947 $68,8792012-2013 56 31 55% $111,476 $61,710 Estimate

2001-2002 $56,1372002-2003 $63,5342003-2004 $88,6262004-2005 $99,9932005-2006 $80,8792006-2007 $102,9672007-2008 $76,1972008-2009 $89,0522009-2010 $101,6112010-2011 $143,027 2011-2012 $129,9202012-2013 $143,875 Estimate

Fiscal Year - Combined Total

95


ProposedRevised Forecast Budget

Description 2012-13 2012-13 2013-14

Change in unrestricted net assets 1,377,434$ 2,440,748$ 1,486,778$




Available for Debt Service 7,803,280$ 8,722,761$ 8,428,120$

Maximum Annual Debt Service *2005 Series Bonds 1,830,625 1,830,625 1,830,625 2007 Series Bonds 332,750 332,750 332,750

Total Debt Service 2,163,375$ 2,163,375$ 2,163,375$



Note: Bond covenants require the Foundation to not incur a deficit in any two consecutive years after adding back the designate gifts and a debt coverage ratio of at least 1.25.


Interest Detail2005 Series Bonds - Interest 1,218,855 1,218,855 1,192,024 2007 Series Bonds - Interest 147,100 147,100 125,852

Total Interest Expense 1,365,955$ 1,365,955$ 1,317,876$ 96

CAL POLY POMONA FOUNDATION, INC.2012-13 PROPOSED BUDGET

SUMMARY OF SOURCES AND USES OF FUNDSRevised

2012-2013 2012-2013 2013-2014 BUDGET FORECAST PROPOSED BUDGET


Administration (820,335) (1,117,819) (918,065) Real Estate 305,988 271,234 391,213 Investments 610,539 1,180,023 453,381 Bookstores 307,034 302,914 312,216 Dining Services 472,640 350,715 422,780 Kellogg West Conference Center 25,366 40,549 4,098 University Village 1,148,434 1,744,591 1,412,915 Supplementary Programs 600,864 795,992 1,034,904



Depreciation and Amortization 3,786,795 3,788,607 3,996,802 Post Retiree Medical Benefits - See Note 1 1,096,882 899,363 1,025,290


Repayment of principal loan to ENV for Model Studio 26,570 26,570 27,964 Alternative Investments - Innovation Village Infrastructure Ph I 300,000 300,000 300,000


Pine Tree Ranch Reserve 77,700 Insurance Reserve 180,000Capital Reserve 1,309,000 Residential Board Meal Program Surplus Reserve 85,000 93,337 229,000

TOTAL SOURCES FROM RESERVES 162,700 273,337 1,538,000 TOTAL SOURCES OF CASH 6,750,381 7,728,625 8,374,834

USES OF CASHCAPITAL EXPENDITURES

University Village 553,000 304,189 696,000 Bookstore 25,000 40,000 Dining Services 1,081,000 1,139,000 717,500 Kellogg West 212,000 212,000 1,000,000 Real Estate 192,500 27,000 325,000 Agricultural Units 125,000 100,000 504,000 Continuing Education 10,000 310,000 Administration 270,000 227,800 232,000 Prior Year Carryover 332,300 488,503

TOTAL CAPITAL EXPENDITURES 2,800,800 2,009,989 4,313,003 INVESTING



Agriculture Program Reserve @ 55% net Annual Surplus 54,181 24,855 31,545 Cafeteria State Share ReserveCapital Reserve @ 1.75% of Gross Auxiliary Revenues 868,803 753,135 771,814Emergency ReserveIndirect Cost Disallowance ReserveInnovation Village Demo Reserve 82,693 46,487 8,130 Insurance Reserve 60,950 60,950 109,109 Pine Tree Ranch Reserve @ 50% net Annual Surplus 3,037 8,386 9,607 Post Retiree Medical Benefits Trust - see Note 1 1,000,000 1,000,000 1,000,000 Research & Sponsored Programs 20,000 20,000 20,000 Residential Board Meal Program Surplus Reserve excess 7% 62,398 219,500 110,653Venture Capital/Real Estate Reserve @ 1.0% of Gross Rev. 21,451 430,363 441,037

TOTAL RESERVE CONTRIBUTIONS 2,173,513 2,563,676 2,501,895TOTAL USES OF CASH 5,724,313 5,323,665 7,594,898 NET SOURCES & (USES) OF CASH 1,026,068 2,404,960 779,936

BEGINNING OF THE YEAR WORKING CAPITAL LESS CONTINGENCY 6,871,276 9,276,236 NET WORKING CAPITAL AVAILABLE END OF YEAR - Note 2 9,276,236 10,056,172

Minimal Two Months Working Capital Reserve Required 5,622,351 5,829,713

97

CAL POLY POMONA FOUNDATION, INC.SOURCES/(USES) AND WORKING CAPITAL

Balance as of Forecast Proposed Net End of6/30/2012 Fiscal 12/13 Budgeted 13/14 6/30/2014 Goal

Sources of Funds:Fund Balance (Unrestricted) 27,782,505 2,440,748 1,486,778 31,710,031Restatement of Fund Balance due to OPEB GASB 10,251,600 10,251,600Current & Long term debt

University Village Series 2005 25,555,000 (570,000) (595,000) 24,390,000CTTI Bonds Series 2007 3,150,000 (180,000) (185,000) 2,785,000

Excess of Accounts Receivable over Accounts Payable 2,826,838 2,826,838Post Retiree Medical Benefits - Note 1 1,847,759 899,363 1,025,290 3,772,412 3,772,412

Total Available 71,413,702 2,590,111 1,732,068 75,735,881

Uses of FundsInvestment in fixed assets 94,798,749 2,009,989 4,313,003 101,121,741

Depreciation (38,953,067) (3,788,607) (3,996,802) (46,738,476)Inventory 2,669,900 2,669,900

Reserves :Board Designated Reserves

Agriculture Program Reserve 75,000 24,855 31,545 131,400 75,000Cafeteria State Share Reserve 182,062 182,062Capital Reserve 3,014,905 753,135 (537,186) 3,230,854 6,000,000Emergency Reserve 120,152 120,152Indirect Cost Dissallowance Reserve 404,656 404,656 492,195Innovation Village Demo Reserve 46,487 8,130 54,617Insurance Reserve 137,448 (119,050) 109,109 127,507Pine Tree Ranch Reserve 140,886 8,386 9,607 158,879 75,000Auxiliaries Multiple Employer VEBA Trust - Note 1 1,000,000 1,000,000 2,000,000Research & Sponsored Programs 74,521 20,000 20,000 114,521Residential Board Meal Program Surplus Res 1,159,764 126,163 (118,347) 1,167,580Venture Capital/Real Estate Reserve 477,007 430,363 441,037 1,348,407 6,000,000Other 22,461 22,461

LOANS:Loan to College of ENV for modular building shop 217,982 (26,570) (27,964) 163,448 Alternative Invements - Innovation Village Infrastructure Ph I (300,000) (300,000) (600,000)

Total Uses 64,542,426 185,151 952,132 65,679,709Available for Working Capital 6,871,276 2,404,960 779,936 10,056,172Net Working Capital - Note 2 6,871,276 9,276,236 10,056,172 10,056,172

Minimal Two Months Working Capital Reserve Required 4,903,281 5,622,351 5,829,713 5,829,713

Note 1 - Forecast and Proposed Budget includes funding of $1.0 million each year; the Post Retirement Med Benefit is not considered a Use of Cash Note 2 - Net Working Capital does not include cash advances for Sponsored Programs per policy # 172

98

Date:

To:

From:

RE:

May 16, 2013

Board of DirectorsCal Poly Pomona Foundation, Inc.

G. Paul Store(y--Foundation Executive Director

DINING SERVICES' PROPOSED 2013 SUMMER BREAK,SUMMER QUARTER, FALL BREAK, & FALL QUARTEROPERATING HOURS & BRONCO BOOKSTORE HOURS

wom

Ai4/9"Cal Poly Pomona

Foundation

Attached are outlines of Dining Services' proposed hours of operation for 2013 summer break, summer quarter, fall break1st week, fall break 2nd week, fall break opening week, and fall quarter for the dates indicated below:

4- Summer Quarter Break4- Summer Quarter

Fall Break, 1st WeekFall Break, 2nd WeekFall Quarter Opening Week

4- Fall Quarter

June 17 - 21June 22 - September 8September 9 - 15September 16 - 22September 23 - 25September 26 - December 13

Also included as an information item are the Bronco Bookstore hours of operation.

These hours will also be provided to the Academic Senate for their information.

The objective of Dining Services and the Foundation overall is to provide the best selection of food services in a fiscallyresponsible manner.

The Finance Committee is given the chance to approve these hours as well as the Program Committee.

The Program Committee was asked to review the attached planned hours of operation for the time periods indicated attheir May 6th meeting. There were a couple of questions from the committee that needed clarification prior to approval ofthese hours of operation, specifically regarding the closure of DennysNista over the summer months. ClosingDenny's/Vista would improve the financial performance of the UHS Dining operations by more than $50,000 this summer.

In order to ensure the needs of our resident students at the suites are met over the summer, the Foundation proposes thefollowing:

1. The Bronco Student Center will open additional venues, including QDoba, Subway, Poly Fresh, andPeets/Freshens.

2. Los Olivos will remain open throughout the summer during periods when resident student meal plans are active.The only exception would be the July 4 holiday.

3. Our food truck will be in operation, and will make the area in and around building 52 a regular stop.4. Vista Market open 7 days a week from 11 am to 7 pm.5. Denny's Diner open Monday thru Thursday 11 am to 5 pm.

RECOMMENDED ACTION:

NOW, THEREFORE IT BE RESOLVED that the Board of Directors approves the hours of operation proposed byFoundation Management for the above-noted time periods for 2013.

Passed and adoptFd thiS 23rd day of May 2013.

By: i

Winny Dong, SecretaryCal Poly Pomona Foundation1 Boird of Directors

v fiagou nod

Student Services

PRE-SUMMER QUARTER BREAK WEEK

June 17-21, 2013 Hours Subject To Change

Campus Center Marketplace – Building 97 CLOSED Carl’s Jr. CLOSED Fresh Escape/Subway Express CLOSED Pony Express CLOSED International Grounds- Brewing Seattle’s Best Coffee CLOSED Panda Express CLOSED Faculty-Staff Dining Room CLOSED Taco Bell CLOSED

Bronco Student Center – Building 35 Kikka Sushi: CLOSED Round Table Pizza CLOSED Subway: Monday – Thursday 7:30 a.m.–6:00 p.m. Friday-Sunday CLOSED Qdoba: Monday – Thursday 10:00a.m – 2:00 p.m. Friday-Sunday CLOSED Poly Fresh Market Monday – Thursday 7:30 a.m.–3:00 p.m.

Friday-Sunday CLOSED Peets Coffee/Freshëns Smoothies: Monday – Thursday 7:30 a.m. – 10 a.m Friday-Sunday CLOSED

CLA U – Building 98 P 2-5 Pony Express @ CLA-“We Proudly Brew” Starbucks Monday – Thursday 7:30 a.m.–3:00 p.m.

Friday-Sunday CLOSED ENV. Café – Building 7-“We Proudly Brew” Starbucks CLOSED Vending – Throughout Campus Same Hours as Building

Library – Building 15 Starbucks Store Monday – Thursday 7:00 a.m. – 3:00 p.m. Friday - Sunday CLOSED

Los Olivos Commons – Building 70 HOURS VARY DUE TO SUMMER CONFERENCE GROUPS. PLEASE CALL EXT. 3200.

Denny’s/Vista – Building 52 Vista Market CLOSED

Denny’s – Building 52 CLOSED

CBA - Building 164 Pony Express CLOSED Einstein CLOSED CTTI – Innovation Way Monday – Friday 7:30 a.m. – 3:00 p.m.

Polly Trolley Food Truck – (Locations On Twitter) Monday – Thursday Hours: Find Out On Twitter @PollyTrolley

Friday – Sunday CLOSED

*Available For Special Events

Kellogg West Restaurant – Building 76 Call x2250 for reservation Availability subject to Conferences

The Farm Store – Building 211 Monday – Sunday 10:00 a.m. - 6:00 p.m.

Lobby Shop @ SCE – Innovation Village Monday – Friday 7:00 a.m. - 2:00 p.m.

Bronco Bucks Office – Building 97 Monday – Thursday 10:00 a.m. – 3:00 p.m.

PLEASE CALL 909-869-3195 FOR APPOINTMENT

Open a Bronco Bucks Account with your Bronco Access Card

The Bronco Access Card is Cal Poly Pomona I.D. The magnetic strip is compatible with card readers at most campus dining service and convenience store locations, the Bronco Bookstore, University Village laundry facilities and select vending machines. Open a Bronco Bucks Account by depositing money into the account. The Bronco Bucks Account is the declining balance account used like a debit card. Deposit money into the account and these funds can be spent using the Bronco Access Card at the locations listed. This allows fast convenient cash-less transactions on campus.

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Student Services

SUMMER 6/21 – 9/2/13 Hours Subject To Change

Campus Center Marketplace – Building 97 CLOSED Carl’s Jr. CLOSED Fresh Escape/Subway Express CLOSED Pony Express CLOSED International Grounds- Brewing Seattle’s Best Coffee CLOSED Panda Express CLOSED Faculty-Staff Dining Room CLOSED Taco Bell CLOSED

Bronco Student Center – Building 35 Kikka Sushi: CLOSED Round Table Pizza CLOSED Subway: Monday – Thursday 10:30 a.m.–2:30 pm p.m. Friday-Sunday CLOSED Qdoba: Monday – Thursday 10:00a.m – 2:00 p.m. Friday-Sunday CLOSED Poly Fresh Market Monday – Thursday 7:30 a.m.–5:00 p.m.

Friday-Sunday CLOSED Peets Coffee/Freshëns Smoothies: Monday – Thursday 7:30 a.m. – 2:00 p.m. Friday-Sunday CLOSED


Friday-Sunday CLOSED ENV. Café – Building 7-“We Proudly Brew” Starbucks CLOSED Vending – Throughout Campus Same Hours as Building

Library – Building 15 Starbucks Store Monday – Thursday 7:00 a.m. – 3:00 p.m. Friday - Sunday CLOSED

Los Olivos Commons – Building 70 Monday – Friday Breakfast 7 am – 9 am/Lunch 11 am – 1 pm/Dinner 5 pm – 7 pm Weekends/Holidays Brunch 11 am – 1 pm Dinner 5:00 p.m. - 7:00 pm CLOSED JULY 4 (Independence Day)

Denny’s/Vista – Building 52 Vista Market 7 days/week 11 am – 7 pm

Denny’s – Building 52 Mon-Thurs 11 am – 5 pm CLOSED JULY 4 (Independence Day)

CBA - Building 164 Pony Express CLOSED Einstein’s CLOSED

CTTI – Innovation Way Monday – Friday 7:30 a.m. – 3:00 p.m.











**The following Dining Services operations will be open on the following Fridays: 8/2/13, 8/30, 9/6 Pony @ CLA: 7:30 a.m. – 3:00 a.m. Subway: 7:30 a.m. – 2:00 p.m. Starbucks: 7:00 a.m. – 3:00 p.m. Poly Fresh 7:00a.m. – 5:00 p.m.

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Student Services

FALL BREAK WEEK 1 Monday, September 9 – Sunday, September 15 Hours Subject To Change

Campus Center Marketplace – Building 97 CLOSED Carl’s Jr. Fresh Escape/Subway Express CLOSED Pony Express CLOSED International Grounds- CLOSED Panda Express CLOSED Faculty-Staff Dining Room CLOSED Taco Bell CLOSED

Bronco Student Center – Building 35 Kikka Sushi: TBA Round Table Pizza CLOSED Subway: Monday – Friday 10:30 a.m.–2:30 pm Weekend CLOSED Qdoba: Monday – Thursday 10:00a.m – 2:00 p.m. Friday-Sunday CLOSED Poly Fresh Market Monday – Thursday 7:30 a.m.–3:00 p.m.

Friday 7:30 a.m.–2:00 p.m. Weekends CLOSED Peets Coffee/Freshëns Smoothies:

Monday – Thursday 7:30 a.m. – 2:00 p.m. Friday-Sunday CLOSED

CLA U – Building 98 P 2-5 Pony Express @ CLA-“We Proudly Brew” Starbucks Monday – Friday 7:30 a.m.–3:00 p.m.

Saturday-Sunday CLOSED ENV. Café – Building 7-“We Proudly Brew” Starbucks CLOSED Vending – Throughout Campus Same Hours as Building

Library – Building 15 Starbucks Store Monday – Friday 7:00 a.m. – 3:00 p.m. Saturday - Sunday CLOSED

Los Olivos Commons – Building 70 CLOSED FOR RENOVATIONS

Denny’s/Vista – Building 52 Vista Market CLOSED

Denny’s – Building 52 CLOSED

CBA - Building 164 Pony Express CLOSED Einstein CLOSED CTTI – Innovation Way Monday – Friday 7:30 a.m. – 3:00 p.m.


Saturday – Sunday CLOSED









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Student Services

FALL BREAK WEEK 2 Monday, September 16 – Sunday, September 22 Hours Subject To Change

Campus Center Marketplace – Building 97 CLOSED Carl’s Jr. Fresh Escape/Subway Express CLOSED Pony Express CLOSED International Grounds- CLOSED Panda Express CLOSED Faculty-Staff Dining Room CLOSED Taco Bell CLOSED

Bronco Student Center – Building 35 Kikka Sushi: TBA Round Table Pizza CLOSED Subway: Monday – Friday 10:30 a.m.–2:30 pm Weekend CLOSED Qdoba: Monday – Thursday 10:00a.m – 2:00 p.m. Friday-Sunday CLOSED Poly Fresh Market Monday – Thursday 7:30 a.m.–3:00 p.m.

Friday 7:30 a.m.–2:00 p.m. Weekends CLOSED Peets Coffee/Freshëns Smoothies:

Monday – Thursday 7:30 a.m. – 2:00 p.m. Friday-Sunday CLOSED

CLA U – Building 98 P 2-5 Pony Express @ CLA-“We Proudly Brew” Starbucks Monday – Friday 7:30 a.m.–3:00 p.m.

Saturday-Sunday CLOSED ENV. Café – Building 7-“We Proudly Brew” Starbucks CLOSED Vending – Throughout Campus Same Hours as Building

Library – Building 15 Starbucks Store Monday – Friday 7:00 a.m. – 3:00 p.m. OPEN SUNDAY, 9/22 7:30 a.m. – 3:00 p.m.

Los Olivos Commons – Building 70 Limited Service for Welcome Week Staff and UHS Training.

Denny’s/Vista – Building 52 Vista Market OPEN SUNDAY, 9/22 HOURS TBA

Denny’s OPEN SUNDAY, 9/22 HOURS TBA

CBA - Building 164 Pony Express OPEN SUNDAY, 9/22 8 a.m. – 3 p.m. Einstein OPEN SUNDAY, 9/22 8 a.m. – 3 p.m












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Student Services

WELCOME WEEK 2013 Monday, September 23 – Wednesday, September 25

Hours Subject To Change

Campus Center Marketplace – Building 97 Carl’s Jr. 7:30 am – 2 pm Fresh Escape/Subway Express 10:30 am – 1:30 pm Pony Express 7:30 am – 6:00 pm International Grounds- 7:30 am – 2 pm Panda Express 10 am – 3 pm Faculty-Staff Dining Room CLOSED Taco Bell 10:30 am – 2 pm

Bronco Student Center – Building 35 Kikka Sushi: 10 am – 2:30 pm Round Table Pizza 10:30 am – 2:30 pm Subway: 10:30 a.m.–2:30 pm Qdoba: 10:30 am – 2:30 pm Poly Fresh Market: 7:30 am – 3 pm Peets Coffee/Freshëns Smoothies: 7:30 am – 2:30 pm

CLA U – Building 98 P 2-5 Pony Express @ CLA-“We Proudly Brew” Starbucks 7:30 am – 3 pm

ENV. Café – Building 7-“We Proudly Brew” Starbucks CLOSED

Vending – Throughout Campus Same Hours as Building

Library – Building 15 Starbucks Store: 7 am – 3 pm

Los Olivos Commons – Building 70 HOURS VARY DUE TO SUMMER CONFERENCE GROUPS. PLEASE CALL EXT. 3200.

Denny’s/Vista – Building 52 Vista Market (Mon-Tue) 11 am – 5 pm (Wed) 10 am – 1 am

Denny’s (Mon-Tue) 11 am – 5 pm

(Wed) 10 am – 12 am

CBA - Building 164 Einstein’s (Mon-Tue) 7 am – 4 pm (Wed) 7 am – 7 pm

Pony Express (Mon-Tue) 7 am – 5 pm

(Wed) 7 am – 10 pm






The Farm Store – Building 211 10:00 a.m. - 6:00 p.m.

Lobby Shop @ SCE – Innovation Village 7:00 a.m. - 2:00 p.m.





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Student Services

FALL 2013 9/26 – 12/13 Hours Subject To Change

Campus Center MarketplaceU – Building 97 Carl’s Jr. Monday – Thursday 7:30 a.m.-6:30 p.m. Friday CLOSED Fresh Escape/Subway Express Monday – Thursday 10:30 a.m.-2:00 p.m. Friday CLOSED Pony Express Monday – Thursday 7:30 a.m.– 8:00 p.m. Friday CLOSED International Grounds-“We Proudly Brew” Starbucks Monday – Thursday 7:30 a.m.– 7:00 p.m. Friday CLOSED Panda Express Monday – Thursday 10:00 a.m.-8:00 p.m.

Friday 10:00 a.m.-3:00 p.m. Faculty-Staff Dining Room Monday – Thursday 11:30 a.m.-1:30 p.m.

Friday CLOSED Taco Bell Monday – Thursday 10:00 a.m.-6:00 p.m.

Friday CLOSED

Bronco Student Center – Building 35 Kikka Sushi: Monday – Thursday 9:30 a.m.–6:00 p.m.

Friday 9:30 a.m.–2:00 p.m. Round Table Pizza Monday – Thursday 10:30 a.m.10:00 p.m.

Friday 10:30 a.m.–2:00 p.m. Subway: Monday – Thursday 7:30 a.m.–6:30 p.m. Friday 7:30 a.m.–2:00 p.m. Qdoba: Monday – Thursday 11:00 a.m.–6:30 p.m.

Friday 11:00 a.m.-3:00 p.m. Poly Fresh Market Monday – Thursday 7:30 a.m.–8:00 p.m.

Friday 7:30 a.m.–3:00 p.m. Freshëns Smoothies: Monday – Thursday 7:30 a.m.–6:00 p.m. Friday 7:30 a.m.–3:00 p.m. Peet’s Coffee: Monday – Thursday 7:30 a.m.–6:00 p.m.

Friday 7:30 a.m.–3:00 p.m.


Friday 7:30 a.m. –5:00 p.m. ENV. Café – Building 7-“We Proudly Brew” Starbucks Monday – Thursday 7:30 a.m.–2:00 p.m.

Friday CLOSED Vending – Throughout Campus Same Hours as Building

Library – Building 15 Starbucks Store Monday – Thursday 7:00 a.m.–10:00 p.m. Friday 7:00 a.m.– 5:00 p.m. Saturday 10:00 a.m. – 6:00 p.m. Sunday 12:00 p.m. – 9:00 p.m.




Los Olivos Commons – Building 70 Monday – Thursday 7:00 a.m.– 8:00 p.m. Friday 7:00 a.m. – 7:30 p.m. Saturday & Sunday 11:00 a.m. – 7:30 p.m

Denny’s/Vista – Building 52 Vista Market Monday – Thursday 7:00 a.m. – 1:00 a.m. Friday 7:00 a.m. - 10:00 p.m. Saturday 10:00 a.m. – 10:00 p.m. Sunday 10:00 a.m. - 1:00 a.m.

Denny’s Diner Monday – Thursday 9:00 a.m. – 12:00 a.m. Friday 9:00 a.m. – 10:00 p.m. Saturday 10:00 a.m. –10:00 p.m.. Sunday 10:00 a.m. - 12:00a.m.

College of Business Administration Einstein’s Bagel Shop Monday – Thursday 7:00 a.m. - 7:00 p.m. Friday 7:00 a.m .- 4:00 p.m. Pony Express @ CBA Monday – Thursday 7:00 a.m. – 10:00 p.m. Friday 7:00 a.m. – 5:00 p.m. Saturday & Sunday CLOSED



Lobby Shop @ SCEU – Innovation village Monday – Friday 7:00 a.m. – 2:00 p.m. CTTi Café & Market Monday – Friday 7:00 a.m. – 3:00 p.m.

Bronco Bucks Office – Building 97 Monday – Thursday 9 a.m. – 5 p.m.

105

Memorandum

Date:

To:

From:

Subject:

May 14, 2013

Board of DirectorsCal Poly Pomona Foundation, Inc.

David F. Prendiost,Chief Financial Officer

Cal Poly Pomona

Foundation

FOUNDATION Purchasing and Capitalization Policy 157

Foundation management is requesting the Finance Committee's consideration andreview of the suggested changes to the Foundation's Purchasing and CapitalizationPolicy.

Policy 157 - Foundation Purchasing and Capitalization Policy

Recommended Action: The members of the Board of Directors approve thesuggested changes to the Foundation Purchasing and Capitalization Policy #157.

Now therefore be it resolved that the Board of Directors approve the suggestedchanges to the Foundation Purchasing and Capitalization Policy # 157.

PASSED AND 4DOPTED THIS 23rd DAY OF MAY 2013.

By:Winny Dong, ecretaBoard of Direc orsCal Poly Pomona Foundation, Inc.

CAL POLY POMONA FOUNDATION, INC.

POLICIES AND PROCEDURES

Subject: Purchasing and Capitalization Policy No.Old No. Date: Revision

157 1994-1 4/22/94 11/21/97, 02/27/01, 09/28/10,

Reference: 256-II-B, 284-II-B, 301-II-D,344-III-I

POLICY

A. This policy applies to purchase of materials, equipment, supplies, and services paid fromFoundation administered funding sources. All project purchases must be in compliance with the Foundation’s purchasing policy. The Foundation has implemented purchasing procedures which meet project purchasing needs and which satisfy the requirements of federal, state and independent auditors. Travel and the retention of artists, entertainers, lecturers, catering and speakers for services are not subject to the provisions of this policy.

POLICY, REGULATIONS AND GUIDELINES

All purchase orders must be approved by the Foundation prior to order commitment, accordingly; a Purchase Order Request Form must be submitted to the Foundation prior to making purchases within the guidelines of this policy and procedure.

A. Policy Provisions

1. Purchases shall be made in a manner that supports and facilitates the competitive bidding process and at the lowest cost consistent with quality, specifications, service and product availability.

2. Purchases shall follow what is customary in the market place for a particularcommodity or product and be consummated in such a manner so as to constitute a reasonably prudent documented business transaction.

3. Fitness and quality being equal, recycled products shall be considered for procurement in place of non-recycled products whenever such products are available at no more than the total cost of their non-recycled counterparts.

4. Grant and Contract account purchases must also comply with the requirements set forth in the agency agreement and/or compliance requirements Purchases of equipment shall have prior written authorization or approval from the funding sponsor, if required by the agency compliance guidelines.

Xx/xx/13

107

Policy No. Subject:

157 Purchasing and Capitalization

Page 2

5. Volume or pool purchases, annual purchase agreements and State-purchasing contracts shall be utilized when deemed to be advantageous to the Foundation.

6. Purchases from Foundation employees, CSU staff or faculty of items for resaleshall be certified as to their competitive value by the appropriate department head and be approved by the appropriate dean or Foundation management.

7. Sole source purchases on a non-competitive basis will require written justificationand approval. The sole source written justification should include:

(a) Unique performance factors of the products specified,

(b) Why these factors are required,

(c) What other products have been evaluated and rejected, and why.

(d) Special circumstances requiring immediate action.

8. No Foundation Board member, employee, or CSU employee by virtue of their position, will personally derive any benefit, gain or receive preferential treatment from the purchase of materials, equipment, supplies or services.

9. Authorized signers failing to follow the Foundation’s purchasing policy and procedures may incur personal liability or financial obligation with the vendor.

B. Regulations & guidelines for purchase of materials, equipment and supplies:

1. Purchases under $10,000 - Foundation does not require a Purchase Order. If avendor requires a purchase order, the Foundation will prepare a purchase order based on the purchase order request and price quotation obtained in writing from the vendor.

2. Purchases of $10,000 to $25,000 – Authorized signer is required to submit apurchase order and a price quotation must be attached from the vendor.

3. Purchases over $25,000 to $50,000 for Materials, Equipment, and Supplies: Authorized signer is required to submit a purchase order request with a minimum of three price quotations attached from the vendor.

4. Purchases over $50,000 for Materials, Equipment, and Supplies: Authorized signer is required to submit a request for a purchase order and attach a minimum of three formal bids from providers based on written specifications, which recognize competitive pricing, responsiveness to specifications and reputation of vendors.

5. Volume purchase and annual purchase agreements that will result in an advantage to the Foundation will be utilized whenever possible. The Foundation will utilize State Purchasing contracts whenever possible to the Foundation's advantage.

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Policy No. Subject: Page 3


C. Regulations & guidelines for purchase of services:

1. Purchases over $50,000 for services: Authorized signer is required to submit a request for purchase order and attach a minimum of three formal bids from providers based on written specifications, which recognize competitive pricing, responsiveness to specifications and reputation of vendors.

INSURANCE REQUIREMENTS

For insurance coverage, limits and endorsements, refer to the Foundation’s Risk ManagementPolicy and Procedure. (Policy No. 190)

EXCEPTIONS TO BIDDING REQUIREMENTS AND PURCHASE ORDERS:

A. Food stuffs and seasonal commodities. The purchase of food stuffs and seasonalcommodities shall be made upon the basis of quotations from several reliable andconvenient sources of supply. Awards shall be made on terms most advantageous tothe Foundation based on quality, price, service, and delivery.

B. Bookstore supplies and textbooks. The purchase of textbooks, certain technical materialand resale merchandise shall be made upon the basis of several reliable and convenient sources of supply. Awards shall be on terms most advantageous to the Foundation based on quality, price, reliability, and delivery.

C. Agricultural feed, supplies, livestock. Purchases shall be made on the basis ofquotations from several reliable sources and awards made on the basis of price, quality,reliability, and delivery.

D. Grant/Contract purchases governed by the terms and conditions of the executedagreement or agency compliance requirements.

E. Retention of service contractors on an hourly time and material basis. Authorizedsigner’s approval must be obtained prior to retention of service contractors.

PURCHASES FROM BOARD APPROVED BUDGETS:

A. All purchases from Foundation Board approved budgets must be approved by theauthorized signer having approval authority for the accounts charged. Quotation and bidrequirements as outlined above should be followed. Purchases with a value greaterthan $10,000 require the additional approval of Foundation's Chief Financial Officer orhis/her designee.

1. Purchase of food stuffs and commodities, Bookstore merchandise, Agricultureand Sponsored Programs shall be approved by the authorized signer within the parameters of their respective operating guideline budgets.

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Policy No. Subject: Page 4


2. Standing purchase orders may be used for routine, repetitive purchases from thesame vendor. Standing purchase orders may not be used to purchase equipment or to circumvent this policy statement.

3. The purchase of "services” from faculty or staff shall be conducted in a mannerthat constitutes "an arm's length transaction.”

CAPITAL PURCHASES NOT FROM BOARD APPROVED BUDGETS:

A. This applies to Foundation’s unrestricted funds including Fund 1 (General Fund), Fund 3(Designated Fund), Fund 4 (Auxiliary Fund), Fund 5 (Agriculture Fund) and Fund 10 (Foundation Program Funds). Capital purchases not approved by the Foundation’s Board must be indicated as such on the purchase order request.

All purchases not previously approved by the Foundation Board are subject to theavailability of funding within the applicable account and the following approvals:

Purchases $25,000 or less - The authorized signers have approval authority for thecharged account and Foundation’s Chief Financial Officer or his/her designee mustapprove.

Purchases over $25,000 - Require the approval of the administrator having authority forthe charged account, Foundation's Chief Financial Officer or his/her designee and theExecutive Director of the Foundation or his/her designee.

The Executive Director of the Foundation is authorized to expend beyond the budget anaccumulated total of $2550,000 per quarter. If the purchase exceeds $2550,000,

Executive Director will request the purchase be approved by the Board.

Quotation and bid requirements as outlined above should be followed for all purchases.

PURCHASES FROM SPONSORED PROGRAMS, GRANTS OR CONTRACTS

A. Purchases made from Grants or Contracts funds may be made only during the term ofthe grant or contract or during an approved extension or renewal. The authorized signershould anticipate purchase requirements far enough in advance so that the purchasingprocess can be completed, the service rendered, and goods received prior to expirationof the award. Purchase Orders are generally issued within three working days.

CAPITALIZATION:

A. Capital purchases with a cost greater than $5,000 and a normal useful life of at least oneyear will be capitalized and depreciated over the economic life of the asset for alaccounts except Grants and Contracts. . A capital purchase is defined as a tangiblepiece of property with an acquisition cost greater than $5,000 and a useful life of oneyear or greater.

110

Ael,,ve"

Cal Poly Pomona

Foundation

Memorandum

Date: May 14, 2013 To: Board of Directors Cal Poly Pomona Foundation, Inc.

From: G. Paul Storey Executive Director

Subject: Compliance Audit Update Once every three years, the Office of the University Auditor conducts a compliance audit (internal audit) of the Foundation as directed by the Committee on Audit of the CSU Board of Trustees. The Foundation was notified by e-mail on Wednesday January 23, 2013 that the compliance audit for the period July 2010 through January 2013 will be conducted and a formal letter from the Office of the CSU University Auditor will be sent to the President a few weeks prior to the start of their fieldwork. The fieldwork began on Monday March 25, 2013 and concluded on Friday April 26, 2013. An entrance conference was scheduled for Monday March 25, 2013 and we invited the members of the Audit Committee and the Board to attend. At the entrance conference the CSU auditors discussed the scope, objectives, schedule and the process of reporting for the compliance audit. The auditors interviewed key personnel and reviewed Federal statutes, California code of regulations, Trustee resolutions, Executive Orders, Campus and Foundation policies/practices and sound business practices to develop a risk assessment and scope to produce an audit program. Foundation management and staff completed the process of gathering various documents and questionnaires in preparation for the audit. These documents assisted the auditors in evaluating internal controls related to the recording of business transactions, safeguarding Foundation assets, compliance with policies and the promotion of operational efficiency. On the last day of the auditor’s fieldwork an informal exit conference was held wherein the preliminary observations were presented for further discussion and clarification. The auditor will prepare a draft report and a final report within the calendar year that will include the Foundation’s responses and timeline for implementing any corrective action. We will keep you apprised of any developments as this audit progresses.

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