25.1    Except as otherwise provided in these Bylaws, the Board shall elect persons to fill vacancies among the Directors of the Princeton University Investment Company.  The Directors of the Princeton University Investment Company shall exercise their powers subject to the general control of the Board and the Committee on Finance.  The Princeton University Investment Company is an administrative department of the University.

25.2    The Directors of the Princeton University Investment Company shall consist of the following:  the Chair, who shall be elected by the Board and shall be the spokesperson of the Directors, and Directors elected by the Board in accordance with such Organizational Statement of the Princeton University Investment Company as the Board may adopt from time to time, together with the President of the University, the Treasurer, the Chair of the Committee on Finance, and the President of the Princeton University Investment Company.  The Directors may include voting members who are not Trustees but who have investment-related expertise.  The Committee on Finance shall nominate a candidate to fill each vacancy in the office of Director of the Princeton University Investment Company, and shall report its nomination to the Board.  

25.3    The Directors of the Princeton University Investment Company, under the oversight of the Committee on Finance, shall have charge of the investments of the Corporation, including stocks, debt instruments and other securities, and off-campus real estate acquired or held solely for investment, and shall have power to make and to change investments, to sell, assign and transfer any part of the investments of the Corporation and any rights or privileges appurtenant thereto, to authorize the Corporation’s guarantee of obligations arising in the course of making, selling, assigning and transferring such investments, and to designate a person or persons to execute and deliver in the name and on behalf of the Corporation instruments for the assignment and transfer of stocks, securities and other investments registered or otherwise held in its name, and shall have power to enter into agreements on behalf of the Corporation for the purchase and sale of off-campus real property acquired or held solely for investment, including building and improvements thereon, or to establish policies and guidelines for such agreements, purchases or sales and to authorize the execution and delivery in the name and on behalf of the Corporation of agreements, deeds or other instruments pertaining thereto, either with or without covenants as they may determine.  Such delegation shall be subject to such policies and procedures as may be established from time to time by the Board or the Committee on Finance.

25.4    In their exercise of the powers herein provided, the Directors may delegate to one or more manager entities selected by the Directors and reported to the Committee on Finance or the Board, the power to act in place of the Directors to make and change investments of the Corporation, provided that any such delegation to one manager entity and/or fund family of twenty percent or more of the Corporation’s investment assets shall remain subject to the approval of the Committee on Finance or the Board.  The Directors also may delegate this power to the President of the Princeton University Investment Company.  The Directors shall have power, on behalf of the Corporation, to form or cause to be formed corporations, partnerships, limited partnerships and such other investment vehicles as they may deem appropriate, in which the Corporation owns shares or has an interest, and to designate a person or persons to execute and deliver in the name and on behalf of the Corporation instruments for the formation and management of such corporations, partnerships, limited partnerships, and investment vehicles.  They also shall have the powers set forth in the last sentence of Section 15.2 of these Bylaws, to the extent such powers are delegated to the Directors by the Committee on Finance.

25.5    Under the oversight of the Directors and the President of the University, the President of the Princeton University Investment Company (hereafter “the President” for purposes of this subparagraph) shall have general charge and supervision of the business of the Princeton University Investment Company.  The President shall report to the Directors concerning the business of the Princeton University Investment Company and, if requested, shall report to the Directors concerning such aspects of the matters under the President’s charge as the Directors may request.  The President shall present to the Directors at each regular meeting a written report on the investments of the Corporation.  The President may be authorized to delegate to one or more manager entities the power to act in place of the Directors to make and change the investments of the Corporation., provided that any such delegation to one manager entity and/or fund family of twenty percent or more of the Corporation’s investment assets shall remain subject to the approval of the Directors and the Committee on Finance or the Board.  The President may also be authorized to terminate any such manager relationship. 

25.6    If any Director shall be absent from four consecutive meetings of the Directors without excuse or shall be, in the judgment of the Board, permanently incapacitated to perform the duties of Director, the seat of such Director may be declared vacant by the Board.

25.7    The Board, by two-thirds vote of all its members, shall have the power to remove any Director after giving such Director an opportunity to be heard, if in the judgment of the Board the welfare of the University requires such removal.

25.8    The President of the Princeton University Investment Company, on behalf of Directors, shall report regularly to the Committee on Finance and to the Board, in writing, concerning the investment program, including all significant actions taken since the last report, and also shall report orally as required.  When requested by the President of the University or the Committee on Finance, the President of the Princeton University Investment Company shall present to the Board or to the Committee on Finance a comprehensive report on some aspect of the matters under the Directors’ charge.