Investment Committee Charter

Adopted April 20, 2011; and Amended on February 7, 2018

I.    Purpose

The purpose of the Investment Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Robert Wood Johnson Foundation (the “Foundation”) is to oversee the activities of the Investment department in the management of the Foundation’s investment portfolio, ensuring alignment with the investment policies and guidelines established by the Committee, and to periodically review the performance of the Foundation’s investments and investment personnel.

II.    Responsibilities and Duties

The Committee shall have the following responsibilities:

• Periodically review and approve the Foundation’s investment policies and guidelines, including asset allocation targets, in light of the Foundation’s fiduciary obligations, taking into consideration volatility, risk, performance, liquidity, duration, yield, and all other factors the Committee deems appropriate.
  
• Oversee and periodically review the Investment department’s activities, including its key investment processes, such as manager selection, retention, and monitoring; decisions within asset classes; risk management, liquidity, and operations; manager and peer institution relationships; internal relationships with other departments of the Foundation; and other activities the Committee deems appropriate.
  
• Evaluate the performance of the Foundation’s investments, including comparing results to performance benchmarks and the Foundation’s needs, and considering the impact of management fees and investment expenses and the Foundation’s investment policies and guidelines on performance.
  
• Periodically review and evaluate, in conjunction with the president and chief executive officer, the structure, approach, capabilities, and effectiveness of the Foundation’s Investment department, both organizationally and individually, including the performance of, and allocation of responsibilities between, Foundation personnel and third-party advisers, and matters related to the performance and compensation of the Foundation’s investment personnel.
  
• As deemed appropriate, establish policies and procedures to determine how equity securities held directly by the Foundation are to be voted in any proxies.
  
• Approve those investments for which approval authority has not been delegated by the Committee pursuant to Section III below.
  

III.  Delegation of Authority

The Committee may delegate to the Foundation’s investment personnel or external investment managers the authority to approve such investment matters as the Committee deems appropriate. The Committee also may form, and delegate its authority under this Charter to, subcommittees, as it deems appropriate.

IV.  Composition

The Committee shall consist of not fewer than three members of the Board, appointed annually by the Board, at least one of whom shall also be a member of the Finance Committee of the Board. In addition, the president and chief executive officer shall be a member of the Committee without voting rights. The Foundation may not pay compensation to any of the members of the Committee (other than any Committee members who are employees of the Foundation) except the fees that they receive for service as a member of the Board or any committee thereof. The Board may appoint the Committee’s Chair, but if the Board has not appointed a Chair, the Committee shall elect a Chair from among its members.

V.    Meetings

The Committee shall meet at least quarterly and more frequently as circumstances require or as the Committee’s Chair or as any two Committee members may request. The Chair shall set the agenda for each meeting in consultation with the chief investment officer. The Committee may request that any Trustees, officers, employees, agents, or advisers of the Foundation, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee and/or provide such pertinent information as the Committee requests.

VI.  Outside Advisers

The Committee shall have the authority to obtain advice and assistance from internal or external legal, investment, or other advisers and to take such other action as it may deem appropriate. From time to time, the Committee may conclude that circumstances warrant the appointment of a non-Trustee as an adviser to the Committee for a fixed period of time. In such circumstances, the Committee may submit the name of an individual to the Nominating and Governance Committee; upon consideration of the individual’s qualifications, the Nominating and Governance Committee can recommend to the Board that the individual be appointed as an adviser to the Committee. The expectations are that such an individual will be appointed as adviser for a two-year term; attend meetings of the Committee on a regular basis to provide advice and assistance; and be eligible to serve as adviser for no more than three two-year terms. The appointment of advisers to serve for fixed periods of time shall not in any way abrogate the Committee’s authority to obtain advice and assistance from other internal or external legal, investment, or other advisers. All fees and expenses authorized by the Committee shall be promptly paid by the Foundation.