Regents Policy 4204: Policy on Defense and Indemnification of Trustees of Campus Foundations

Approved July 18, 2002
Amended March 25, 2010

The University of California shall defend and indemnify present and former members of the Boards of Trustees of the Campus Foundations (“Foundation Trustees”) for any action or proceeding (“Proceeding”) arising out of an act or omission occurring within the course and scope of their duties in connection with investment and reinvestment of assets held for the benefit of the University, including split-interest trusts and similar arrangements, provided that actions giving rise to the Proceeding are in connection with the Campus Foundation investments which are invested in accordance with University policies and guidelines respecting the investments of Campus Foundations, that the actions giving rise to the Proceeding are undertaken in a manner consistent with the requirements of applicable provisions of The California Nonprofit Corporations Code, and further provided that the defense and indemnification shall be secondary to any entitlements the Foundation Trustees may have to defense and indemnification from any insurance policies under which the Campus Foundations are insured.

As a condition of receiving defense and indemnification, Foundation Trustees shall give prompt notice to the University of the pendency of any action or proceeding as defined above, shall keep the University or its designee apprised of significant developments in the action or proceeding and shall cooperate in good faith in the defense. The President shall issue any necessary guidelines to implement this policy.