BOARD OF REGENTS

SMITHSONIAN INSTITUTION

CHARTER OF THE INVESTMENT COMMITTEE

JANUARY 2022

I. Establishment by the Board of Regents

The Bylaws of the Board of Regents establish the Investment Committee. See Bylaw 

4.07.

II. Statement of Purpose

The purpose of the Investment Committee is to assist the Board of Regents (1) providing 

oversight of the Institution’s endowment, strategy, and investment guidelines and (2)

performing such related functions as may be assigned to it by the Board of Regents. See 

Bylaw 4.07.

III. Appointment Membership, and Length of Service

A. Appointment 

1. The Investment Committee shall consist of no fewer than two (2) and no more 

than six (6) Regent members. The Committee may also consist of non-Regent 

members well-chosen for their expertise of relevance to the duties and 

responsibilities of the Committee.

2. With approval of the Board of Regents, the members of the Investment 

Committee shall be appointed by the Chancellor.

3. The Board of Regents, in accepting the Report of the Nominating Committee 

(now Governance and Nominating Committee) on January 6, 2003, provided 

that:

a) Sitting committee chairs may recommend to the Governance and 

Nominating Committee the preferred membership and chairmanship for 

their respective committees for the ensuing calendar year.

b) The Governance and Nominating Committee proposes for the Regents’ 

consideration at the first Regents’ meeting of each calendar year a motion 

including recommended memberships and chairmanships for all committees.
2

B. Membership

1. All members of the Investment Committee shall be free of any conflict of interest 

with respect to the matters before the Committee.

2. In light of the special expertise required to execute the duties of the Investment 

Committee, the composition of the Committee may consist of a majority of nonRegent members as long as at least two members are Regents. 

3. All members shall be subject to the Investment Committee’s Ethics Guidelines. In 

addition, non-Regent members shall be subject to the same ethics guidelines as 

apply to the Regents.

C. Length of Service

1. With the approval of the Board of Regents, a Regent may serve on the 

Investment Committee for the length of his or her term as a Regent, but in no 

event longer than twelve (12) years. With the approval of the Board of Regents, 

a non-Regent may serve up to eight (8) years as a non-Regent member of the 

Investment Committee.

2. The Board of Regents, in accepting the Report of the Nominating Committee on 

January 6, 2003, provided that a Regent may be appointed as a Regent Emeritus 

and encouraged to continue his or her service to the Smithsonian by serving as 

many as but no more than three (3) years on selected committees following his 

or her active service as a Regent. The Governance and Nominating Committee 

and the Investment Committee Chair will review the effectiveness of any 

Investment Committee member in its annual nominations.

IV. Rules for the Conduct of Meetings of the Investment Committee

A. Investment Committee Policies and Procedures

The Investment Committee shall have the power to adopt rules for the conduct of its 

business with respect to all matters not provided for in the Bylaws of, or as provided 

by, the Board of Regents. See Bylaw 4.11.

B. Chair

1. The Committee Chair shall be appointed by the Chancellor and the Board of 

Regents. [See Bylaw 4.11]. Both Regents and non-Regents are eligible to be Chair 

of the Investment Committee.
3

2. If the Chair is unable to attend a meeting, the members will be polled prior to 

that meeting and a substitute Chair, for the purposes of that meeting only, will 

be identified among those members who have indicated that they will be 

present.

C. Meetings

1. The Investment Committee will hold not less than three (3) meetings each year 

and such additional meetings as the Investment Committee Chair may deem 

necessary or appropriate.

2. The Committee Chair or any three members of the Investment Committee may 

call special meetings of the Committee.

3. Notice of the meetings of the Investment Committeemay be given by hand delivery, by 

deposit in the U.S. Mail, by express mail, by electronic facsimile, or by electronic mail.

4. Members of the Investment Committee will be provided an agenda in advance of each 

meeting.

5. The meetings of the Investment Committeemay be conducted in person, by video 

conference, or by telephone conference call.

6. If a majority of the Investment Committee agrees, the Committee may conduct 

business via facsimile or electronic format without a meeting. The vote of a 

majority of the Committee by facsimile, electronic format, or other method as 

approved by the Committee Chair, shall constitute the action of the Committee.

D. Quorum

1. Section 4.10 of the Bylaws of the Board of Regents provides:

. . . [A ] majority of the members of all standing and special committees as may 

be established by the Board shall constitute a quorum.

2. In the absence of a quorum, a lesser number may adjourn the meeting.

V. Responsibilities and Duties of the Investment Committee

A. The responsibilities and duties of the Investment Committee shall include the 

following:
4

1. Review the Institution's investment policy and strategies and provide policy guidance 

to management and, as directed, to the Board of Regents. Such guidance shall include 

but not be limited to:

a) Overall investment strategy and guidelines for the endowment,

b) Evaluation of asset classes for investment,

c) Selection of new investment managers,

d) Termination of existing investment managers, and

e) Review of the performance of the endowment fund and its investment managers.

VI. Communications and Minutes

A. The Committee Chair will report orally or in writing to the Board of Regents on other 

matters discussed at the most recent Committee meeting.

B. Minutes of each meeting of the Investment Committee will be prepared. Draft 

minutes will be provided to all members for their review and, upon approval, will be 

made a part of the official record of the proceedings of the Board of Regents. If the 

Committee has not approved the minutes prior to the next full Regents’ meeting, 

draft minutes will be provided to the Board. The Board will be informed subsequent 

to their meeting if any significant changes are made in the final version of the 

Investment Committee minutes. The official record of the Board of Regents’ 

proceedings for any given Regents’ meeting will incorporate the latest version of the 

Investment Committee’s minutes at the time the official record is published.

VII. Resources and Authority

A. Staff Support and the Retention of Outside Advisors and Consultants 

The Committee may, without further action by the Board of Regents, retain any 

external advisors, attorneys, consultants, and accountants (collectively “Advisors”) it 

deems necessary to carry out the Committee’s responsibilities. The Smithsonian will 

adequately fund the costs and expenses of these Advisors under arrangements that 

assure the independence of these Advisors and their loyalty to the Institution, the 

Board of Regents, and the Committee. See Bylaw 4.09.

B. Indemnification

Section 2.12 of the Bylaws of the Board of Regents provides:
5

...Members of the Committee may be indemnified for any and all liabilities and 

reasonable expenses incurred in connection with any claim, action, suit, or 

proceeding arising from present or past service for the Smithsonian Institution, in 

accordance with resolutions adopted by the Board. 

C. Expenses

1. Section 4.11 of the Bylaws of the Board of Regents provides:

. . . Expenses of members in attending meetings of committees established 

by the Board of Regents, including travel expenses to and from the place 

of meeting, may be paid by the Institution . . . .

2. It is understood that expenses claimed shall be appropriate and reasonable, in 

keeping with the Smithsonian’s nature as a public trust.

VIII. Periodic Review

A. Charter Review

1. As part of its duties to assist the Board of Regents in providing oversight of the 

Institution’s endowment, overall investment strategy, and guidelines for the 

endowment, the Committee may propose changes to this Charter.

2. The Committee will review and assess at least annually the adequacy of the 

Investment Committee Charter. In consultation with the Governance and 

Nominating Committee, the Committee will submit proposed revisions to the 

Board of Regents for its approval. 

B. Committee Performance

The Committee will at least annually evaluate its own performance with respect to 

the requirements of the Charter in such a manner as the Committee, in consultation 

with the Governance and Nominating Committee, deems appropriate.