| PART IV |
BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS |
Name of Person: ORBITAL SCIENCES CORPORATION ("ORBITAL") Relationship between Interested Person and Organization: DAVID W. THOMPSON, A TRUSTEE OF THE INSTITUTE IS ALSO CO-FOUNDER, CHAIRMAN, CEO AND PRESIDENT OF ORBITAL. Amount of Transaction: AGGREGATE $16,789,518 FOR THE YEAR ENDED SEPTEMBER 30, 2013. Description of Transaction: Orbital is a U.S. based company that specializes in the manufacturing and launch of satellites and is an industry leader in small and medium class space and rocket systems. In connection with certain space missions managed by the Institute for which NASA provides funding, the Institute has procured space hardware from Orbital in the normal course of business, at arm's length and in accordance with Institute procurement policies and procedures. Mr. Thompson did not participate in and was excluded from the Institute's deliberations and decisions with respect to these procurements. NAME OF PERSON: GLENAIR, INC. ("GLENAIR") RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: PETER D. KAUFMAN, A TRUSTEE OF THE INSTITUTE, IS ALSO CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF GLENAIR. AMOUNT OF TRANSACTION: AGGREGATE $315,184 FOR THE YEAR ENDED SEPTEMBER 30, 2013. DESCRIPTION OF TRANSACTION: GLENAIR IS A U.S. BASED COMPANY THAT SPECIALIZES IN THE MANUFACTURING OF ELECTRONIC COMPONENTS. THE INSTITUTE HAS PROCURED COMPONENTS FROM GLENAIR IN THE NORMAL COURSE OF BUSINESS, AT ARMS LENGTH AND IN ACCORDANCE WITH INSTITUTE PROCUREMENT POLICIES AND PROCEDURES. MR. KAUFMAN DID NOT PARTICIPATE IN AND WAS EXCLUDED FROM THE INSTITUTE'S DELIBERATIONS AND DECISIONS WITH RESPECT TO THESE PROCUREMENTS. NAME OF PERSON: DOW CHEMICAL CO. ("DOW") RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: ANDREW N. LIVERIS, A TRUSTEE OF THE INSTITUTE, IS CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF DOW. AMOUNT OF TRANSACTION: EXPENDITURES UNDER RESEARCH GRANTS OF $2,919,134 FOR THE YEAR ENDED SEPTEMBER 30, 2013. DESCRIPTION OF TRANSACTION: DOW IS A LEADING GLOBAL CHEMICAL COMPANY. DOW PROVIDES RESEARCH GRANTS TO THE INSTITUTE THAT MEET THE IRS DEFINITION OF BUSINESS TRANSACTIONS. THE GRANT AGREEMENTS PREDATE MR. LIVERIS' TENURE AS A TRUSTEE OF THE INSTITUTE. NAME OF PERSON: CANYON CAPITAL ADVISORS LLC ("CANYON") RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: JOSHUA S. FRIEDMAN, A TRUSTEE OF THE INSTITUTE, IS ALSO A FOUNDING PARTNER, CO-CHAIRMAN AND CO-CEO OF CANYON. AMOUNT OF TRANSACTION: MANAGEMENT FEES AND EXPENSES OF $4,187,758. DESCRIPTION OF TRANSACTION: THE INSTITUTE IS AN INVESTOR IN A FUND MANAGED BY CANYON. THE INVESTMENT WAS MADE DURING THE INSTITUTE'S FISCAL 2012 AFTER AN INDEPENDENT COMMITTEE OF TRUSTEES CONSIDERED THE TRANSACTION IN ACCORDANCE WITH INSTITUTE POLICY AND DETERMINED THAT: THE TRANSACTION WAS FAIR AND REASONABLE AS TO THE INSTITUTE AND THE ECONOMIC BENEFIT PROVIDED BY THE INSTITUTE DID NOT EXCEED THE FAIR MARKET VALUE OF THE CONSIDERATION RECEIVED BY THE INSTITUTE; THE TRANSACTION WAS ENTERED INTO SOLELY FOR THE BENEFIT OF THE INSTITUTE; AND THE INSTITUTE COULD NOT HAVE OBTAINED A MORE ADVANTAGEOUS ARRANGEMENT WITH REASONABLE EFFORT UNDER THE CIRCUMSTANCES. THE TOTAL OF FEES AND EXPENSES PAID TO CANYON FROM THE INSTITUTE'S INVESTMENT IN THE CANYON STRUCTURED ASSETS FUND BETWEEN 10/1/2012 AND 9/30/2013 WAS $895,893. AS OF SEPTEMBER 30, 2013, A FURTHER $3,291,865 IN FEES AND EXPENSES WAS ACCRUED BY CANYON BUT UNPAID. AS OF SEPTEMBER 30, 2013, CANYON HAD TOTAL ASSETS UNDER MANAGEMENT OF APPROXIMATELY $24 BILLION. |