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					THE UNIVERSITY OF TENNESSEE




                                                                                    Board of Trustees




       TO:           Members of the Boa~d,~~:r~

       FROM:         Catherine S. MizellM Vt' L/"
                     General Counsel and Secretary

       DATE:         October 12, 2010

       SUBJECT:      Presidential Search Interviews and Fall Meeting of the Board of Trustees
                     October 20-22,2010
                     Knoxville, Tennessee


       This notebook contains the updated schedule for the presidential search interviews on
       October 20 as well as the schedule, agenda, and supporting materials for the 2010 Fall
       Meeting of the Board of Trustees on October 21-22.

       The Hampton Inn in downtown Knoxville has reservations for you in accordance with your
       request.

        Please let us know if you need any assistance. I look forward to seeing you soon.


        Enclosure

        c:     Members of the President's Staff (w/enc)
                            BOARD OF TRUSTEES
             PRESIDENTIAL SEARCH INTERVIEWS AND FALL MEETING
                             October 20-22, 2010

                         SCHEDULE OF INTERVIEWS AND MEETINGS



Wednesday, October 20

9:30 a.m.            Interview Robert McGrath—Search Committee and Board of Trustees
                     Plant Biotech Building, Room 156-157

10:45 a.m.           Interview Brian Noland—Search Committee and Board of Trustees
                     Plant Biotech Building, Room 156-157

1:30 p.m.            Interview Craig Fitzhugh—Search Committee and Board of Trustees
                     Plant Biotech Building, Room 156-157

2:45 p.m.            Interview Jerry Askew—Search Committee and Board of Trustees
                     Plant Biotech Building, Room 156-157

4:00 p.m.            Interview Joe DiPietro—Search Committee and Board of Trustees
                     Plant Biotech Building, Room 156-157

5:15 p.m.            Presidential Search Committee Meeting to Select Nominee(s) for
                     Recommendation to the Board of Trustees
                     Plant Biotech Building, Room 156-157


Thursday, October 21

8:30 a.m.            Research, Outreach, and Economic Development
                     University Center, Shiloh Room

10:30 a.m.           Finance and Administration
                     University Center, Room 223-225

1:15 p.m.            Advancement and Public Affairs
                     University Center, Room 223-225

3:15 p.m.            Academic Affairs and Student Success
                     University Center, Shiloh Room


Friday, October 22

9:00 a.m.            Board of Trustees Meeting
                     Ellington Plant Science Building, Hollingsworth Auditorium
                                  BOARD OF TRUSTEES
                             THE UNIVERSITY OF TENNESSEE

         RESEARCH, OUTREACH, AND ECONOMIC DEVELOPMENT COMMITTEE


8:30 a.m. EDT                                                  Shiloh Room
Thursday                                                       University Center
October 21, 2010                                               Knoxville, Tennessee

                                           AGENDA

    I.   Call to Order

   II.   Roll Call

  III.   Approval of Minutes of Last Meeting (behind agenda)

 IV.     News and Highlights

  V.     Cherokee Farm Update

 VI.     Center for Renewable Carbon

VII.     Biofuels Initiative/Biomass Innovation Park

VIII.    Information Technology Update

 IX.     Other Business

  X.     Adjournment
            Minutes of the Research, Outreach and Economic Development Committee

                                   The University of Tennessee
                                        Board of Trustees

                                          June 23, 2010
                                       Knoxville, Tennessee

      The Research, Outreach and Economic Development Committee of the Board of
      Trustees of the University of Tennessee met June 23, 2010, in Room 160 of the Plant
      Biotech Building on the UT Agriculture campus in Knoxville.

I.    Call to Order

      Mr. Don Stansberry, Chair, called the meeting to order at 3 p.m. Mr. Stansberry noted
      that although the Committee meeting was being held in a public format it was not a
      public meeting. This format recognizes members of the Committee, Trustees, members
      of UT's senior staff and invited speakers to make presentations on the Committee's
      agenda. No other business will be conducted other than items listed on the previously
      distributed materials. Mr. Stansberry asked Dr. David Millhorn, UT Executive Vice
      President, to call the roll.

II.   Roll Call

      Dr. Millhorn called the roll and the following voting members were present:

      Mr. Don Stansberry, Chair
      Mr. Crawford Gallimore
      Ms. Monique Moore Hagler
      Mr. Doug Horne
      Mr. Jim Murphy
      Ms. Betty Ann Tanner
      Mr. Sumeet Vaikunth

      The following non-voting members were present:

      Dr. Dick Gourley
      Dr. Karen Johnson
      Ms. Sharon Rollins
      Dr. Jan Simek

      Commissioner Ken Givens, Dr. Richard Rhoda, Mr. Glenn Turner, and Commissioner Tim
      Webb were absent from the meeting.


                                                 1
       Dr. Millhorn declared a quorum present for the meeting.

III.   Approval of Minutes of the Last Meeting

       Mr. Stansberry asked for any amendments or corrections to the minutes ofthe February
       25, 2010 meeting in Martin. There were none. Mr. Stansberry asked for a motion to
       approve the minutes. Mr. Gallimore moved the minutes be approved and Ms. Tanner
       seconded the motion. No discussion took place. Mr. Stansberry announced the motion
       carried.

IV.    Research Highlights

       Mr. Stansberry recognized Dr. Millhorn to present highlights of the UT research
       program.

       Dr. Millhorn showed a power-point slide of the new logo for Cherokee Farm. (The logo,
       graphics and other information can be seen on the Cherokee Farm website:
       http://www.tennessee.edu/system/cherokee.)Dr.Millhorn noted that construction
       has begun on the site and EMJ Construction in Chattanooga is the prime contractor for
       the infrastructure (roads and utilities) projects. Over the next 12-18 months this work
       will transform the site. The first building, for the Joint Institute of Advanced Materials
       (JIAM), will be bid in the fall of this year. A more detailed report on Cherokee Farm will
       be given at the next ROED Committee meeting.

       Dr. Millhorn noted that Dr. Stacey Patterson would be making reports later in the
       meeting concerning UT's solar energy and the EPSCoR programs. Dr. Millhorn stated
       that he made a presentation in May to the UT Effectiveness and Efficiency for the Future
       Committee concerning the status of Information Technology (IT). Efforts are continuing
       to reduce the IT budget. In a recent meeting with CIO Scott Studham, Dr. Millhorn was
       told that within the last 18 months the central budget has been reduced by over $SM
       and that enhanced collaborations between campus IT units and the central IT office are
       taking place. Further budget reductions are expected. A more detailed IT presentation
       will be made after budgets have been set this fall.

       The biofuels program, Dr. Millhorn stated, continues to make good progress. Within the
       next 2-3 weeks UT cars will be filled with UT ethanol at the Motor Pool. Jeff Smith
       (Deputy for Operations, Oak Ridge National Laboratory) has told Dr. Millhorn that ORNL
       is also filling ORNL vehicles with UT fuel.

       Dr. Millhorn stated he would use the remainder of his presentation timeframe to discuss
       a new endeavor the University, through UT's bioenergy company Genera Energy LLC,
       was recently contacted to undertake by the U.S. Department of Defense (DOD)
       regarding potential biofuels production and related opportunities in Afghanistan. A
       major challenge for the Pentagon, as reported by The Washington Post, is getting

                                                    2
aviation and diesel fuel to U.S. troops in Afghanistan in an economically efficient and
secure fashion. DOD requested UT and Genera officials travel to Afghanistan to look at
the problem of getting biofuels to U.S. air and ground troops. Afghanistan is a land-
locked country and all fuels and supplies must come in through Pakistan or one ofthe
old Soviet Republic nations, creating great risk of ambushes and insurgent attacks.
Approximately 70 percent of U.S. troop casualties in Afghanistan are convoy-related.
Dr. Millhorn and Mr. louis Buck (Genera Energy feedstock commercialization manager)
traveled to Afghanistan the first week in May and spent over a week in meetings and
site visits with DOD and military officials to look at these issues, particularly in light of
President Obama's plan to increase the number of U.S. troops in Afghanistan. The
Pentagon pays an average of $400 to put a gallon of fuel into a combat vehicle or
aircraft in Afghanistan. This is full-burden cost from port to vehicle or generator. Dr.
Millhorn showed a graph based on 2000-2009 data indicating the direct correlation of
U.S. troop casualties/wounded and fuel consumption in Afghanistan. The graph also
projected these numbers to the year 2014, showing that both the number of casualties
and amounts of fuel consumed will likely double the current statistics. It is critical to
solve the problem of the need to transport fuel from outside Afghanistan under hostile
conditions. Dr. Millhorn and Mr. Buck were asked by DOD to work with the Marine
Corps in Helmand Province, in the southern part of Afghanistan bordering Pakistan and
located not far from the Iranian border, to help solve the fuel problem for locally-
sourced alternative biofuels for electric generators. A related need is to help alleviate
the poverty and opium problems in this area by creating an alternative economic base
to poppy-production. Forty percent ofthe population's income comes from poppy
production and 79 percent of Afghans have no electricity.

Dr. Millhorn noted that that the DOD Task Force consisted of officials from the
Afghanistan Ministry of Agriculture, Irrigation and livestock; the U.S. Marine Corps;
members of the Task Force for Business and Stability Operations; a Provincial
Reconstruction Team; Texas A&M; and the University of Tennessee and Genera Energy.
Headquarters for the Task Force in Helmand Province was Camp Leatherneck, a U.S.
Marine Corps base which quarters over 10,000 personnel and manages supplies-
forward operations. It is located in mostly desert country with extremely hot
temperatures (120 degrees when Dr. Millhorn and Mr. Buck were there). Dr. Millhorn
showed graphics of the large number of generators needed to supply electrical needs to
maintain the base.

Most of the traveling done by Dr. Millhorn, Mr. Buck and other Task Force members was
in V-22 Osprey helicopters and the Marines secured their safety throughout the trip. On
one occasion the Osprey sensors picked up hostile activity. Ground travel is extremely
dangerous. Body armor must be worn at all times. Using these modes of transportation
the Task Force was able to obtain a panoramic view of Helmand Province to assess the
issues under review. In one slide Dr. Millhorn pointed out a river held in place by the
Kajaki Dam which was constructed by the Tennessee Valley Authority in 1950-60's era.
The surrounding area is green and fertile. The lack of water and irrigation in Afghanistan

                                              3
is a huge problem. More water access would allow greater agricultural production
which is sorely needed by the country.

Dr. Millhorn showed slides of hand-dug wells called karezes. The vast majority of
Helmand Province is sustained by groundwater brought to the surface by hundreds of
these karez systems. Karez structures are often several thousand feet long with
numerous vertical shafts, similar to U.S. storm sewers with manholes but without
piping, support or modern equipment of any kind. With these systems, wheat and other
crops can be grown. Currently the main crop is poppy. Poppies are grown by over 40
percent of the population and, significantly, 40 percent of the population is drug-
addicted to opium. Electricity is available in only 21 percent of Afghanistan homes and
it is only available intermittently during the day. UT and Genera have been identified to
help introduce new technologies to help with these issues.

Dr. Millhorn showed slides of homes and villages in Helmand Province, most of which
have been bombarded for years, first by the Russians and then by other insurgents.
Despite crude living conditions, roof-top satellites were noted on numerous structures
and solar panels were shown tossed in yards used to generate energy to charge cell
phones and other small devices. Black-market fuel is also used to run small generators.
The contrast of the crude living conditions with the use of the occasional modern device
was striking.

After visiting the area for 8-9 days, the Task Force met with Marine Corps officials to
develop a strategic plan to address the critical issues involved in improving fuel
production-transport and the economic development situation in general. First and
foremost, the success of this plan will directly affect the number of future casualties U.S.
troops will sustain. The Afghan Bioenergy Feasibility Study plan consists of three
segments: 1) a strategic plan to build and demonstrate modular biodiesel conversion
capability for military cooking grease waste and locally-grown oilseed crops and
extruded vegetable Oils, 2) a strategic plan to build and demonstrate modular biomass
gasification conversion capability to generate electricity from existing biomass and then
growing a purpose-grown biomass, and 3) to assess the long-term potential of selected
biomass species to benefit from intercropping/bio-irrigation (roots-source groundwater)
strategies toward productive biomass from non-irrigated lands. More focus is being
placed on the first two strategic plan segments as they are viewed as more likely to
succeed.

Dr. Millhorn commended the Marine Corps leaders, other military officials and U.S.
troops serving in Afghanistan and noted they are doing their jobs in an extremely
professional and capable manner given the situations at hand. Dr. Millhorn and Mr.
Buck received the utmost cooperation and protection during their visit. While in
Afghanistan there were three long meetings with the commanding general--a very rare
occurrence--due to the importance placed on the work of the Task Force. Since Dr.


                                             4
Millhorn and Mr. Buck's return to Tennessee there have been several email exchanges
from Marine leadership concerning the status and aspects of the project.

Dr. Millhorn showed a final slide of lithe faces and future of Afghanistan"-the Afghan
children. These children are far from immune to the hostile conditions of the country.

Dr. Millhorn noted the high honor of being identified and then selected to help with
issues affecting the u.s. presence in and for the Afghanistan country itself. A final
report to DOD is currently being prepared and should be finalized within the next few
weeks. Dr. Millhorn stated that one of the reasons he wanted to see the conditions in
Afghanistan for himself was to make sure safety of UT and Genera employees could be
maintained on-site in Afghanistan. He believes work within the military bases
themselves can be secured for this purpose.

Mr. Stansberry asked for an overview ofthe DOD project operation within the
University and what benefits the project would bring to the University. Dr. Millhorn
noted the initiative initially would be a small-scale business endeavor for UT although it
will bring in DOD funds. The project budget could certainly grow and become a much
larger business opportunity for the University. Primarily in its early stages it will likely
provide intellectual property opportunities and will be seen chiefly as a demonstration
project providing economic development opportunities for Afghanistan. As the Taliban
is moved out of the country, it is imperative to move opportunities into the country to
maintain the economy. Foremost this initiative will be a project to support our
government in helping to save lives and to improve conditions in Afghanistan. Mr.
Stansberry commented on the modular solar panels shown in the slides and Dr. Millhorn
noted that the Task Force had discussed solar energy usage quite often during the trip.
The Marines will be testing use of more modular solar panels, many coming from the
Pulaski, TN plants. Security and investment costs will be key factors in use of large solar
farms in Afghanistan. Mrs. Tanner asked about the timeframe ofthe project. Dr.
Millhorn indicated to the Marines that if a decision is made to pursue biodiesel
technologies, these technologies are now available. The business end of this pursuit will
require more work.

Mr. Stansberry commended Dr. Millhorn for his leadership in the University's
identification and selection by DOD for collaboration on the project. This selection, he
noted, brought distinction to the University and there is also potential for beneficial
future opportunities for the University.

ORNL Update

Dr. Millhorn introduced Mr. Jeff Smith, Deputy of Operations at Oak Ridge National
Laboratory (ORNL), and noted that the UT-Battelle management contract with DOE was
recently extended for an additional five years. Dr. Millhorn noted that Mr. Smith must
receive a large part of the credit for the extension and that Mr. Smith heads the list of

                                             5
successful lab operations leaders throughout the country. Dr. Millhorn has asked Mr.
Smith to give an overview of what, in Mr. Smith's perspective, has occurred at ORNl
during the ten years' UT-Battelle management and operations of ORNL.

Mr. Smith noted that, in his long-term professional career with Battelle Memorial
Institute (which manages or co-manages six DOE national laboratories: ORNl (with UT),
Brookhaven (with SUNY-Stony Brook), Idaho, lawrence livermore (with UC and
Bechtel), NREl (with MRI), and Pacific Northwest, he believes UT-Battelle management
of ORNl is the best DOE laboratory management partnership team in the nation. Mr.
Smith provided power-point slides illustrating the backgrounds of the University of
Tennessee and Battelle Memorial Institute and their respective strengths in partnering
in ORNl management: UT: an ORNl partner since 1946, state-funded Science Alliance
started in 1982 to build programs with ORNl, shared research and joint appointments,
joint institutes in advanced materials, biological sciences, computational sciences,
neutron sciences and nuclear physics; Battelle Memorial Institute: a 65-year
relationship with DOE, develops and deploys technology worldwide, and manages or co-
manages six DOE national laboratories. Mr. Smith noted that when UT-Battelle began
as ORNl management partners in April 2000, the vast portion of the ORNl campus was
one huge parking lot. At that time the lab was in decline and DOE was in the process of
dividing the management contract at Oak Ridge Reservation by separating management
responsibilities for the facilities into cleanup, weapons and research. In addition, the
Spallation Neutron Source (SNS) project was in jeopardy. The community was looking
for more engagement from the lab, and the relationship between local contractor
management and DOE-Oak Ridge Operations was strained. The DOE funding for ORNl
management at this time was approximately $500,000 per year.

The UT-Battelle proposal for ORNl management submitted in 1999, Mr. Smith noted,
had two slides depicting plans for modernizing the lab and improving the infrastructure.
UT-Battelle made the commitment with its visionary leadership at the time to obtain
bipartisan state support to help effect these improvements and to foster weight for a
successful proposal to DOE. A part of the UT-Battelle proposal strategy was to partner
with the State of Tennessee to enhance ORNl capabilities through construction of four
new buildings: the facilities to house the Joint Institute for Neutron Sciences ($8M),
Joint Institute for Biological Sciences ($8M), the Oak Ridge Center for Advanced Studies
(ORCAS, $4M), and the Joint Institute for Computational Sciences ($6M). This type of
state support was critical to the proposal success. Mr. Smith noted that such strategic
support has now been received by two state administrations. Mr. Smith showed a slide
outlining substantial progress and corresponding investments by DOE, the private sector
and the state in updating ORNl's research campus. This kind of collaboration in 1999
was unique to the DOE national laboratory management system and has been
instrumental in transforming the laboratory over the last ten years.

Mr. Smith noted the remarkable physical transformation that ORNl has undergone
during UT-Battelle management. He presented slides showing four segments of the

                                           6
ORNL campus--East, Chestnut Ridge (which houses the SNS facility), West (housing
environmental and biological work sites), and the Central Campus' Science and
Technology Park--and noted the primary operations taking place within each segment.
There is now a vibrant campus environment at ORNL. When UT-Battelle began
managing ORNL in 2000, employee recruitment was virtually stopped in some areas as it
was decided ORNL was doing itself more harm than good in trying to attract new talent
to the Lab when infrastructure conditions were at such low levels. Significant
improvements were made to create the positive campus environment now found at
ORNL. New conference rooms and meeting places, courtyards, a credit union, new
sign age, laboratories, a new cafeteria, fitness center, auditoriums, coffee bars and more
are now available to ORNL employees and visitors. Some ofthis modern infrastructure
transformation was accomplished through reinvestment of the fees UT and Battelle
earn as lab management partners, as DOE prohibits using its direct revenues for such
improvements. This kind of commitment by UT-Battelle has been critical in modernizing
ORNl and in creating the strong partnership that has successfully earned DOE extension
for ORNl management.

The UT-ORNL Joint Institutes have been essential to the ORNL transformation, Mr. Smith
noted. The five Joint Institute (JI) programs have followed the model based on the first
JI, the Joint Institute for Heavy Ion Research initiated in 1982. There have now been
four additional Jls, three of which have been completed: Joint Institute for
Computational Sciences (JICS), Joint Institute for Biological Sciences (JIBS), and the Joint
Institute for Neutron Sciences (JINS). The Joint Institute for Advanced Materials (JIAM)
was initiated in 2007 and the $30M facility will be constructed at the Cherokee Farm
campus. The Jls have been instrumental to the work being done at ORNl and UT and
the shared programs today exceed $200M. Mr. Smith briefly outlined highlights for
each JI. He noted that two acres at ORNL are now devoted to JICS' operations. Dr.
Thomas Zacharia and other ORNL and UT leaders made a commitment in 2001 for JICS
and, along with essential private-sector and state funds, the $10M facility was
completed in 2006. In 2008 the National Science Foundation (NSF) awarded a $65M
grant to UT and ORNL to establish the National Institute for Computational Sciences. In
2009 JICS became the home to Kraken, now the world's most powerful academic
computing system and the first academic supercomputer to reach the petascale. In
2009 Kraken was rated #3 on the Top 500 list of the world's most powerful systems.
Currently there are over 420 active partnerships involved with the use of Kraken. It is
easily the best example ofthe success ofthe ORNl and UT commitments to improve
ORNL infrastructure.

The JIBS $11.8M facility was initiated in 2006, ahead of the original schedule to take
advantage of a Department of Energy (DOE) competition for a large biological sciences
research center. The proposal leveraged $70.5M in state investments in the Tennessee
Biofuels Initiative. In 2007 ORNL was selected to lead one ofthree DOE Bioenergy
Research Centers. Today JIBS is the anchor facility for the multi-institutional BioEnergy
Science Center (BESC), with funding at $135M over five years. Much intellectual

                                             7
property activity (22 invention disclosures at present) is anticipated and is currently
underway, including significant biofuels and bioproducts breakthroughs involving the
conversion of cellulosic materials into ethanol.

The Joint Institute for Neutron Sciences (JINS) is now coming to fruition with
construction of an $8M facility just completed. JINS was begun through a Memorandum
of Understanding between ORNL and UT in 1998, and in 2001 JINS was launched as a
virtual center for outreach and education programs to enhance and support research at
the Spallation Neutron Source (SNS) and the High-Flux Isotope Reactor (HFIR). JINS is
the intellectual hub for the neutron science community and serves as home-base for an
extensive visitor program for new research collaborations.

The programs outlined above, crucially supported by state funds Mr. Smith noted, have
made a remarkable impact on ORNL and UT operations. The assumption of risks has
paid off in new capabilities and opportunities. The ORNL annual budget is now at $l.4B.
It is estimated that approximately $100M of research work is now at UT as a result of
the above-described investments and collaborations. In all total, an approximate
$200M swing has occurred in the level of activities taking place now and what was
taking place ten years ago when UT-Battelle began its partnership in the management of
ORNL. There is more work to do, however. Mr. Smith showed a slide which highlighted
the significant number of current and pending improvement projects spanning all
segments of Lab activities. Mr. Smith noted, in particular, plans to construct a new
maintenance facility at the Melton Valley area and the construction of a guest house to
be built within the JINS operations' Chestnut Ridge area of the ORNL campus. Mr. Smith
presented slides showing the West Campus construction of new greenhouses, a
research support facility and a new carbon fiber test facility made possible by a
successful DOE proposal. There are over 30 companies now working with ORNL on the
subject of carbon fiber.

Mr. Smith noted that a clean-up effort on approximately 30 acres within the Central
Campus' Science & Technology Park is taking place to facilitate private industry and Lab
collaborations, similar to the approach of the Cherokee Farm Campus. The first faCility,
constructed by the private sector, is now occupied by Pro2Serv. Once demolition of
several old buildings occurs, there will be 500,000 square feet of space available for the
private sector at ORNL. On the East Campus plans are underway for a new parking
faCility, a Chemical and Materials Science building has been constructed, and new
facilities for a microscopy lab and expansion of the Computing Sciences Building
(housing the supercomputers) are slated for construction.

As Dr. Millhorn had previously indicated, Mr. Smith noted, the UT-Battelle ORNL
management contract was recently extended for five years. This is a clear indication of
the strength of UT-Battelle contract performance. UT-Battelle leadership has been
working on this outcome for the last ten years in delivering nearly all that was promised
for the ORNL management: leadership in the critical areas of science and technology,

                                             8
state-of-the-art facilities in a vibrant campus setting, safe and compliant operations,
strategic investments in the Lab's future, and recognition as a regional resource for
economic development and community service. Mr. Smith noted that DOE is using
ORNL operations and management as a model for its other national laboratories.

UT Trustee Jim Murphy asked Mr. Smith how much area on the West Campus remains
for older buildings to be demolished and then for redevelopment. Mr. Smith replied
that there is an approximate four city-block area (20 acres) in the core of the West
Campus, comprised of the Old Manhattan Project area, targeted for redevelopment.
The clean-up cost is estimated to be $2B. ORNL has been working for the last five years
to move this core area into an initial group of targeted clean-up areas and the current
state administration is backing this arrangement. ARRA funding will be used towards
the clean-up and redevelopment costs, with an approximate 20-30 years' timeline.

Mr. Talbot asked Mr. Smith if he could provide any ideas for the development of the
Cherokee Farm project. Mr. Smith noted he serves on the advisory committee for
Cherokee Farm and he is working with Dr. Millhorn and others in this regard. A
discussion took place concerning ORNL's impact in helping to attract large private
companies to the Cherokee Farm project and to Tennessee. Mr. Smith noted that the
proximity to large research capabilities is a strong attraction for many industries. Dr.
Millhorn noted that UT and ORNL were instrumental in the success in attracting
Volkswagen to Chattanooga. Mr. Smith noted that the carbon fiber market and industry
is the next major push for such initiatives. ORNL has the largest carbon fiber capability
in the world. Mr. Gallimore inquired about applications for carbon fiber. Mr. Smith
noted that this industry is expanding rapidly, particularly with the automotive industry.
Mr. Stansberry asked how this science might impact the future Joint Institute for
Advanced Materials operations at Cherokee Farm. Mr. Smith referred this topic to
others more closely associated with the facility but indicated that he believed there
would be opportunities for such initiatives and especially in regard ofthe solar institute
operations to be positioned at the Cherokee Farm site.

Ms. Moore suggested that a visit be made to the ORNL campus, especially since a visit
has not been made since receipt ofthe NSF UTK supercomputer located at ORNL. She
and others would like to take a first-hand look at many of the programs and operations
highlighted by Mr. Smith. Mr. Smith said the UT Trustee group is welcome any time
they would like to visit ORNL and Dr. Millhorn and he will be pleased to make the visit
arrangements. Any individual visits are also welcome.

Mr. Stansberry thanked Mr. Smith for the excellent report he presented and for the
good work he is doing at ORNL. Mr. Smith received a round of applause from members.




                                             9
V.   Annual Report of UT Research Foundation

     Dr. Randy Gentry, President and CEO of the University of Tennessee Research
     Foundation (UTRF), presented an update of activities over the past six months and
     outlined a vision of how the UTRF is evolving with respect to intellectual property and
     public-private partnerships. Dr. Gentry gave highlights of UTRF's work at the different
     UT campuses including the Tennessee Solar Institute and Solar Farm, Genera Energy,
     TNlnvestco, Vol Court and Entrepreneurship Bootcamp, and Tnovation.

     In the past, Dr. Gentry stated, UTRF primarily focused on pure technology transfer and
     as such operated as a shop that took disclosures from UT's campuses, assessed them
     and then chose what to move forward with in terms of licensing and partnerships. The
     business side of these public-private partnerships is now being reviewed more
     vigorously to generate stronger economic development and self-sustaining results and
     then aggressively moving these partnerships to a more rapid commercialization
     framework. The Tennessee Solar Institute and Solar Farm initiatives are examples of
     the large-scale economic development enterprises being viewed as models to better
     study and implement strong public-private partnerships. The UTRF goal is to increase its
     bottom line of revenue generation for itself and for the enterprises under the UTRF
     umbrella.

     Dr. Gentry noted Dr. Stacey Patterson would provide greater detail during her
     subsequent presentation on both the Tennessee Solar Institute (TSI) and the Solar Farm
     initiatives. He briefly outlined, however, the $62.5M ARRA funded projects that came to
     Tennessee from the Department of Energy grant to the Department of Economic and
     Community Development (ECD). Of these funds, $2.3M stays with ECD and $60.2M
     comes to UT. The key projects in the UT-ECD partnership are the Tennessee Solar
     Institute (which will be managed by UT and ORNL and is a $29.2M grant) and the West
     Tennessee Solar Farm near Brownsville (a $31M grant). Of the $60.2M, $S8M will flow
     into UTRF. These solar project activities are designed to leverage the existing solar value
     chain in Tennessee, to support recent solar recruits, and to attract new solar
     investments. Dr. Gentry showed graphic conceptionalizations of what the SMW solar
     array Solar Farm will look like. UTRF can serve as a strong vehicle for such large-scale
     economic development projects and Dr. Gentry said this is the kind of activity UTRF
     should be working on with the University and with the State in looking for grant
     opportunities.

     Dr. Gentry provided graphics of the Genera Energy biofuels plant facility in Vonore and
     briefly discussed the TNlnvestco, Vol Court and TN ovation programs. He noted the
     TNlnvestco program is a state initiative whereby $120M of future tax credits were made
     available to insurance companies that had a net present value worth of at least $84M
     which could be used now for capital investments for early-stage company development.
     UTRF is a prinCipal in one of these funds: TN Community Ventures. Dr. John Hopkins
     (Vice President of the UTRF Multidisciplinary Office in Knoxville) is a participating

                                                 10
partner of TN Community Ventures and he believes it will bring approximately $1.5M to
UT for the purpose of investment and moving technologies further into
commercialization. UTRF is actively providing training and informational workshops on
UT's campuses for faculty and staff. There is great interest for entrepreneurial
partnerships and UTRF works to move these ideas into private business. Dr. Gentry
addressed Vol Court and TN ovation as two such initiatives.

Dr. Gentry presented performance metrics graphs showing activities within UTRF over
the past year. The disclosures metric revealed a generally upward trend with a total of
87 disclosures (56 through the Multidisciplinary Office (MOO), 31 at the Health Science
Center Office (HSC). UTRF is showing a growth in the number of its disclosures, whereby
a faculty member or entrepreneur has an idea, has done some preliminary data
assessment and then discloses the intellectual property to UTRF and UTRF attempts to
pursue a patent or license on the property. If UTRF is thought of as an "engine,"
disclosures are the "fuel" for the engine. Trustee Jim Hall inquired about the non-UT
disclosures (3) reported during the last year. Dr. Gentry noted that anyone from the
general public may bring a disclosure to UTRF and UTRF will assist if the idea seems
successful for commercialization.

New staff has been brought in to enhance growing the UTRF. A new licensing agent in
Memphis will begin within the next week or two, and a licensing associate, Dr. Sharon
Ngwenya, and a business manager, Ms. Samantha Jeffers, have been hired at the MOO
in Knoxville. In the licenses metric, Dr. Gentry noted that UTRF generally manages
around 15 licenses a year and in FYlO thus far there are 13 licenses (4 MOO, 9 HSC). The
revenues from the licenses (royalties and external reimbursements) currently are at
$800K for MOO and $507K for HSC. Regarding patent applications for FY10 YTD there
are currently 23 patent applications out of MOO (with 5 international patents) and 18
patent applications from HSC. The number of patent applications is going down, but
this is in large part due to determined UTRF strategy to be more selective in pursuit of
patent applications in order to make the best possible investments. In some cases it
may be the best strategy is not to pursue a patent but to take another direction for a
particular technology.

Dr. Joe DiPietro, Chancellor of Agriculture, asked what UTRF aspirations are for the next
five years. Dr. Gentry noted he plans to visit each UT campus and go through a strategic
planning process in which five-year goals will be identified. Today's presentation is
basically a baseline against which future growth will be assessed. With campus cultures
of increased incentives to award hardworking faculty and researchers, a 50 percent
growth rate within the next five years is not unrealistic. Dr. DiPietro asked what the
procedure would be if UTRF determined a particular technology was found not to be a
good investment. Dr. Gentry noted that the technology would be returned to the
inventor; however, UTRF may elect to assist the inventor in other avenues other than
the pursuit of a patent should this be beneficial for both parties. UTRF is working to


                                           11
improve its assessment of new technologies and the entire decision-making process in
determining what technologies to pursue and in which to invest.

Mr. Stansberry asked if Dr. Gentry believed the two Executive Committees were making
progress and Dr. Gentry noted that in his assessment the Committees seem to be
working very well. Dean Gourley with HSC and Dr. Wayne Davis with MOO have been
working diligently to find the right footing under the reorganization. Mr. Wharton
inquired if the split of funding from UTRF to HSC and MOO seemed fair and equitable.
Dean Gourley concurred that the funding structure seems fair and that the new format
of having the first $5,000 in revenues come to the inventor is beneficial and ensures a
good balance for UTRF payouts back to the campus. It is now a matter of increasing the
volume. Mr. Schledwitz noted that the HSC Office has learned that money is coming
back in a more-timely basis and there doesn't seem to be a bureaucratic delay in
receiving these funds. Mr. Schledwitz expressed appreciation for the work and time
spent by Mr. Stansberry in reorganizing UTRF into a more efficient organization. Mr.
Schledwitz noted it will take time to build the new organization but things appear to be
going in the right direction. Mr. Stansberry noted that Dean Gourley and Dr. Davis are
doing a terrific job in their respective roles.

Dr. Jimmy Cheek, UTK Chancellor, asked Dr. Gentry where UTRF should be on a revenue
stream, i.e., a royalty stream, five years from now. Dr. Gentry noted that there are a
large number differing models and it is difficult to gauge such statistics. From-
disclosure-to-revenue-streams can fall into an 8-10 year timeframe. If there is sufficient
activity within a five-year mark, with investment in the right technologies, there can be
significant revenues. Pharmacy is an area where success can happen quickly, even
overnight. Operational aspects vary greatly among research corporations and
foundations. Initiatives such as the Solar Institute and other large economic
development type projects will give UTRF opportunities to seed-invest at a higher rate
and to aggressively market these technologies to see increased revenue returns in a
shorter amount of time.

Mr. Stansberry noted that UTRF needs faculty to focus in the areas where there is
greater opportunity for success. An example is the Solar Institute, which will provide
opportunities for testing a great range of solar technologies to determine uses and
revenue streams not only for the Solar Institute and Solar Farm but for other endeavors
as well, as Dr. Millhorn is doing with switch grass and biofuels initiatives. Dr. Cheek
noted that the UT-Battelle Board of Governors is also concerned with improving
revenue streams by changing the organizational culture to allow increased productivity
and in maximizing employee capabilities. It's a matter of investing in the right
technologies and then getting a return on that investment. Dr. Gentry noted that UTRF
is directing many of its efforts in aggressively communicating with and in educating
faculty concerning the disclosure and intellectual property processes. UTRF is striving to
have a greater visibility on the campuses in talking with faculty, department heads and
college deans to increase disclosure flows. Dr. Cheek noted this has happened to some

                                            12
      extent but the growth goal has to be ever present in this process. Mr. Stansberry
      requested Dr. Cheek's help in encouraging disclosures through tenure consideration and
      other faculty rewards. Mr. Stansberry believes this is an important part of a
      Chancellor's role. Dr. DiPietro noted there is now a better framework in place to
      motivate faculty via a substantial return on an invention. Dean Gourley noted that a
      factor in stimulating interest has been the investment fund. Expanding this base will
      provide greater motivation for faculty and will make the process appropriately
      competitive.

      Mr. Stansberry stated there is much work yet to be done but he believes UTRF is going
      in the right direction for improvement and growth. Mr. Stansberry thanked Dr. Gentry
      for his presentation.

VI.   Presentation on Volunteer State Solar Initiative

      Mr. Stansberry introduced Dr. Stacey Patterson, UT Director of Research Partnerships in
      the Office of the Executive Vice President, to present a report on the Volunteer State
      Solar Initiative. Dr. Patterson noted the initiative was first announced by Governor
      Bredesen during his State ofthe State Address last fall. The Governor stated he wanted
      Tennessee to be a leader in all things solar. The funding for the initiative became
      available in September 2009 through a Department of Energy grant to the Tennessee
      Department of Economic and Community Development (ECD) for the State Energy
      Program. The one-time American Recovery & Reinvestment Act (ARRA) funds were
      granted to ECD to support two separate but related projects: (1) the Tennessee Solar
      Institute and the Solar Opportunity Funds and (2) the design and installation of the
      utility-scale West Tennessee Solar Farm project near Brownsville. Both projects are
      designed to leverage the existing solar base in Tennessee to support recent solar
      recruits and to attract new solar investments in the state. The first example of the
      success of this program was evidenced in the announcement by Confluence Solar that
      the company planned to relocate in Clinton, TN, in large part due to the Volunteer State
      Solar Initiative and the programs offered within this initiative.

      Dr. Patterson reviewed the funding flow of the initiative, as Dr. Gentry previously
      described, to reflect that the DOE grant moved through ECD to the UT system, with
      oversight by Dr. Millhorn. UTRF is a subcontractor in the initiative and will administer
      two grants programs (Innovation/Installation) and the design and installation of the
      SMW Solar Farm in Haywood County. Within the initiative there is a public education
      component enabling collaboration opportunities with the UT Institute of Public Service
      (IPS) and in particular with the IPS Center for Industrial Services to provide technical
      assistance and workforce development opportunities across the state of Tennessee.

      Dr. Patterson stated Governor Bredesen's vision for the Tennessee Solar Institute (TSI)
      has been influenced by Dr. Millhorn and Drs. Thom Mason and Thomas Zacharia from
      Oak Ridge National Laboratory (ORNL), and TSI is now envisioned as a Center of

                                                 13
Excellence between UT and ORNL to serve as a centralized hub and catalyst to bring
together TSI leaders and policy-makers at the state and federal government levels.
Initially the ARRA funding will support both the Solar Innovation and Installation Grant
Programs with boots-on-the-ground technical assistance provided by the IPS Center for
Industrial Services and their partnering networks, commercialization assistance to help
this young industry to take major technologies and move them into the marketplace,
and a variety of workforce development opportunities. The ultimate vision is that the
TSI will become a Research Center of Excellence, where leading scientists and engineers
from UT and ORNL can develop cutting-edge/next-generation solar technologies and
solar materials to impact and grow solar industry in Tennessee.

The $14.5M Solar Innovation Grants Program's goal is to encourage the growth of
Tennessee's solar industry by offering competitive awards to provide technical
assistance, facilities and equipment improvements, renewable energy products, process
improvements, technology improvements and workforce development. The Request for
Proposals (RFP) for this program is expected to be released this summer and proposal
applications are open to any Tennessee company which identifies itself (and TSI agrees)
as being in the solar value chain or is seeking to enter the solar value chain.

The Solar Installation Grants Program is funded for $9M with the goal to speed the
deployment of solar energy in Tennessee. When the program was begun there was less
than 1MW of solar power on the TVA grid coming from Tennessee and by the end of this
summer this number will be more than lOMW. The TSI has been fortunate in recruiting
a capable staff and work is progressing rapidly. The Request for Applications (RFA) was
released on June 8, 2010, and applications were accepted for this program beginning
June 21. As of this date (June 23) a total of 58 applications have been received. If all 58
applications were to be approved, almost 5MW of solar power would be available to be
installed on or around businesses in Tennessee. The program is open to for-profit and
not-for-profit 501(3)(C) organizations and is intended to help offset high installation
costs (especially for small companies) of small-scale (ground-out or roof-top) solar
systems funded on a reimbursement-based model. One factor for the good RFA
response is a grant workshop conducted by TSI staff in each of the nine development
districts to inform the public about opportunities available within the program. More
than 250 individuals participated in these workshops across the state.

Within the ARRA funding additional programs will be provided for Industry Assistance
and Workforce Development to develop and manage partnerships to support
commercialization. The solar industry is a relatively new industry now growing and
coming into its own. UT wants TSI to be the hub where everyone in Tennessee with any
solar energy interests will come and learn about the resources available through the TSI
programs. A database of industry resources and contacts will be created and
maintained to facilitate awareness of solar resources. Often Company A in Tennessee
does not know about the existence of Company B in Tennessee and Company A is
actually going out of state for resources when these services could be provided by

                                            14
Company B. With a centralized hub this kind of information is available. Further,
partnering retreats, meetings and seminars will be conducted across the state; on-the-
ground assistance will be provided to industry; industry workforce needs assessments
will be conducted to better target real needs, i.e. more installers or more Ph.D.
expertise working on solar-safe materials; workforce development training
opportunities will be provided; and TSI will coordinate engineers, scientists and
manufacturers in solving specific technical problems and improving cost effectiveness.

The TSI website (http://solar.tennessee.edu) provides RFA information, applications,
and a variety of related information. A toll-free number is also given to contact TSI staff
for additional information if needed. Dr. Patterson introduced Dr. John Sanseverino, TSI
Director of Programs, and Ms. Kim Holbrook, TSI Communications Manager, who
attended the ROED Committee meeting.

Dr. Patterson stated the objectives given by Governor Bredesen for the West Tennessee
Solar Farm were to demonstrate a utility-scale power production project. This would be
at least a 5MW facility, one of the largest in the Southeast, with fixed-mount,
multicrystalline or monocrystalline photovoltaic panels. A 5MW facility will fill an
approximate 20-25 acres of solar panels. Plans are to connect the Solar Farm panels to
the Tennessee Valley Authority (TVA) grid through a local distributor in Haywood
County. As Governor Bredesen described in his announcement, the Solar Farm is
expected to grow and thus it will reinvest the revenue from its solar power sales back to
itself for array expansion, improvements and education programs. TSI is working closely
with the Tennessee Department of Transportation (TOOT) on Interstate Education and
Welcome Center plans to be co-located with the Solar Farm. The vision for this site is
for it to be a place where anyone, of any age, can come (Solar EPCOTT, Dr. Patterson
says) for a hands-on learning experience to feel they are virtually a part of the Farm in
learning about solar and other alternative energy programs. Potentially, the Farm can
also become a future demonstration site of emerging technologies and materials as they
emerge from UT and ORNl, resulting in faster commercialization of Solar Institute
innovation. Dr. Patterson showed a graphic of the Farm site in Haywood County and
noted the site directly edges Interstate 40 between mile-markers 42 and 45.

A schedule for the Solar Farm project was presented by Dr. Patterson. The RFP was
released earlier this month for the award contract for the design and installation of the
solar array and it is anticipated the contractor will be selected before the end of the
month. After this selection there are several processes to be followed including
National Environmental Protection Act guidelines, as the project is federally funded with
ARRA funds, and with the Department of Energy to make sure those regulations are met
as well. Post-FONSI (Findings Of No Significant Impact) procedures concerning
environmental and other issues must also meet compliance guidelines. It is hoped site
preparation and array installation can begin in September 2010 for a March 2011
completion of the connection with the TVA power grid. TOOT will start construction in
spring 2011 of the Education and Welcome Center, and work is taking place in these

                                            15
       collaborations to ensure TOOT construction and the Solar Farm installation project are
       in tandem.

       Dean Gourley asked Dr. Patterson about the fate of the solar panels should a natural
       occurrence take place such as a hailstorm. Dr. Patterson noted that she has also given
       thought to tornado disturbances. Damage to the solar panels in such circumstances
       would require maintenance and/or reinvestment.

       Dr. DiPietro asked about the initiative's education component and, in particular, aspects
       concerning curriculum and materials development. Dr. Patterson noted that
       recruitment of specific staff to lead in this effort has also taken place. UT Agriculture
       and Extension staff will most likely also be utilized. Dr. DiPietro noted the valuable
       resources within UTIA/Extension to contribute to the development of this programming.
       Dr. Patterson noted she is enthusiastic about utilizing these resources and as well as
       other UT colleagues at its campuses across the state, particularly at UT Martin which is
       near the Solar Farm. The initiative, Dr. Patterson stated, is clearly going to be a
       collaborative effort. The education component development is anticipated to be
       finalized by April 2012.

       Dr. DiPietro inquired about the initial plan for Genera Energy LLC to manage and
       operate the Solar Farm. Dr. Gentry noted that after some review it was decided that the
       Solar Farm operation is a better fit within the UT Research Foundation, particularly in
       view of the high volume of Genera Energy undertakings at this time and the heavy load
       Dr. Kelly Tiller, Genera Energy President and CEO, carries. Mr. Stansberry noted that
       UT's performance in the Genera Energy's projects were highly instrumental in UT's
       selection for the solar energy initiatives. Dr. Gentry noted that Genera Energy's
       experience in the Vonore biorefinery operation and other projects proved UT can work
       most successfully in large-scale project partnerships.

       Mr. Stansberry thanked Dr. Patterson for her presentation.

VII.   EPSCoR Update

       Dr. Patterson also reported she was excited to provide an update on the National
       Science Foundation (NSF) EPSCoR Research Infrastructure Improvement Program
       proposal UT submitted last fall titled "Tennessee's Solar Conversion and Storage Using
       Outreach, Research and Education" and known in-house as "TN-Score." EPSCoR is an
       1xperimental E.rogram to ~timulate ~ompetitive Research and it is a program that is
       open to states who receive less than their fair share of federal funding from a particular
       federal agency. For NSF, Tennessee is one of 29 states or jurisdictions which fall under
       EPSCoR. EPSCoR opens up programs and opportunities for funding that are not
       available to jurisdictions or states above a certain threshold. Although Tennessee has
       been EPSCoR-eligible since 2004, the award has been fairly elusive to Tennessee. The
       "grand prizes" of NSF EPSCoR are the Research Infrastructure Improvement Programs

                                                   16
awards, particularly the Track I proposals. UT put together a team in late summer 09 to
prepare a proposal, believing the time was right in light of the Governor's investments
in other projects at UT and around the state. The proposal was submitted October 19,
2009, and the funding level requested was the full-funding amount of $20M over five
years. The proposal required a cost-share of 20 percent which was provided primarily
by the UT system, the UTK College of Engineering (which stepped up with both cost-
share commitments and significant assistance in proposal development), Vanderbilt
University, the Tennessee Technology Development Corporation, and the UT Research
Foundation.

Dr. Patterson said she is happy to report that after the NSF Committee's External Peer
Review the EPSCoR Office recommended to the NSF Board that Tennessee's award be
funded at the full amount. The NSF Board approved this recommendation and
additionally approved the NSF Director's ability to make the award to Tennessee. The
official award announcement is anticipated within the next month or two and the
Tennessee team is most excited about receiving the NSF EPSCoR award.

TN-Score, Dr. Patterson noted, is a proposal with a statewide scope. During the
proposal development specific barriers were identified in the state which limits the
state's funding potential. One barrier identified was geographical parochialism and the
lack of collaboration. A special theme of the proposal focused on creating a "culture of
collaboration" through a fairly novel mechanism of the creation of network nodes. A
unique aspect of the proposal was the integration of a diverse set of individual
researchers, institutions and organizations. The proposal offered plans for better
development of a well-prepared SCience/Technology/Engineering/Math (STEM)-enabled
workforce and incorporated programs to sustain long-term competitive research across
the state. The basic intent of the EPSCoR proposal, and indeed a requirement of the
proposal and rationale for the state's investment in many of the projects described
within the proposal, is to evidence the development of a solid base support and
platform which will create and contribute to additional funding opportunities and grow
the state's economic development priorities. This intent led to the TN-Score research
theme of alternative energy technologies with an emphasis on solar. The overall
research theme was divided into three thrust areas: (1) Advanced Solar Conversion and
Innovation, led by Drs. Barry Bruce at UTK and Kane Jennings at Vanderbilt; (2)
Components and Devices for Energy Storage and Conversion, led by Dr. Tom
Zawodzinski at UTK (a UT Governor's Chair) and Dr. Cynthia Rice-York at Tennessee Tech
University; and (3) Nanostructures for Enhancing Energy Efficiency, led by Dr. Sandra
Rosenthal at Vanderbilt and Dr. Nate Smith at Middle Tennessee State University.

Dr. Patterson showed a collaboration model diagram developed for the proposal. The
model pairs a lead institution mentor (LIM; generally faculty mentors with well-
established research programs) with a partnering university faculty (PUF; typically
younger university faculty members considered up-and-coming stars). The model
format is for the two paired faculty members to co-mentor graduate and undergraduate

                                           17
students on research projects and to work together with outreach coordinators and a
statewide management team to make a positive impact in the field of research and in
growth ofthe state's economic development base. During the EPSCoR proposal
development, more than 50 faculty members from across the state, representing more
than 10 institutions, collaborated on the proposal. This is, as far as Dr. Patterson is
aware, unprecedented collaboration within the state.

Management of the EPSCoR program will be by the University of Tennessee. Dr.
Millhorn is the Principal Investigator on the award, Dr. Patterson noted. UT will be the
central hub in the work by the state management committee that has representatives
from the Tennessee Board of Regents, UT, Vanderbilt and other prime institutions
within the state. Two of the three research thrusts will be led by UTK faculty (Dr. Bruce
and Dr. Zawodzinski) and more than 14 faculty are named and involved as LlMS (UTK) or
PUFs (UT Space Institute), with opportunities for additional faculty involvement as the
grant matures. There is full support (salaries, tuition, supplies, travel) for 10 five-year
Ph.D. fellowships as well as several undergraduate research opportunities. The grant
also includes funding for large equipment and the overhead to be invested in additional
Ph.D. fellowships to support the new joint energy sciences program.

Statewide programs to be offered (managed from UT) include Research Stimulation
Awards which will be available to new faculty (hired within the past five years) at non-
research institutions with less than $40 federal research funding (this includes basically
all institutions within the state except UTK, Vanderbilt and the University of Memphis).
There is planned support for M.S. students at Tennessee State University and Fisk to
enter into a BRIDGE program whereby students can go straight from Master's degrees
to Ph.D. programs at UTK or Vanderbilt. "Meetings-in-Miniature" will be offered where
students and faculty can experience their peers, showcase their science (new inventions
that can possibly be disclosed to UTRF), and where students can meet their future
faculty mentors and mentors can meet prospective students and possibly recruit them
as well. Grants will be offered for networking and cyberinfrastructure enhancements,
and there is a vast array of K-12 outreach opportunities within the award. Tremendous
industry support within the state has provided commitments for corporate summer
internships for Ph.D. fellows working within the EPSCoR grant program. Summer
research experience will also be offered for undergraduate students or rising freshmen
will also be offered, as well as summer mini-sabbaticals for faculty at two-year
community colleges or four-year primarily undergraduate institutions. These students
will come to UT or Vanderbilt to learn research and/or teaching techniques and then
return to their home institution with a starter grant for implementation of what they
have learned. Summer programs will also be offered for Tennessee high school
teachers. As part of the award outreach program, thrust leaders have agreed to visit
high school classrooms during the grant's duration. A year-long undergraduate training
program will be offered, and the Council for Undergraduate Research has agreed to
provide a three-day workshop to institutions within the state directed at learning how
to start a research program at a primarily undergraduate institution.

                                            18
        Dr. Patterson discussed other impacts the EPSCoR award will have for the state. The
        award will drive a large statewide research collaboration to build the foundations and
        relationships needed to enhance research success. The proposal will build on
        Tennessee's strengths, leverage the state's investments, align with recent industry
        recruitment successes, and address identified barriers (geographical parochialism,
        workforce development needs, etc.). Identified metrics will be monitored to measure
        outcomes/successes and make adjustments as they are needed to maximize success for
        the program. Dr. Patterson emphasized that the EPSCoR initiative is truly a statewide
        program in every aspect and it reaches out to all faculty across the state.

        Dr. DiPietro asked about website development for the program. Dr. Patterson noted
        this aspect is included in the Year-One budget. Communication will be a key factor in
        getting out the word about the many opportunities and programs offered within the
        EPSCoR award to the appropriate institutions and individuals.

        Dr. Patterson received congratulations and applause for receiving the award on behalf
        of the University.

        Mr. Stansberry thanked Dr. Patterson for her presentation and commended both Dr.
        Millhorn and Dr. Patterson for the success of the EPSCoR proposal. It is a most
        important initiative for the University. Mr. Stansberry noted that one ofthe pleasures
        of his role as Chair for the Research, Outreach and Economic Development Committee is
        learning about the large number of exciting UT projects to choose from to bring before
        the Committee. Mr. Stansberry thanked Dr. Millhorn and his staff for the important
        work they are doing to advance the image of the University across the state and nation.

VIII.   New Business

        There was no new business.

IX.     Adjournment

        Mr. Stansberry thanked members for their participation in the meeting. The meeting
        adjourned at 4:45 p.m.

        Respectfully submitted,




        David E. Millhorn, Ph.D.
        Executive Vice President



                                                   19
                                        BOARD OF TRUSTEES
                                   THE UNIVERSITY OF TENNESSEE

                           FINANCE AND ADMINISTRATION COMMITTEE

10:30 a.m. EDT                                                                  Room 223-225
Thursday                                                                        University Center
October 21, 2010                                                                Knoxville, Tennessee

                                                     AGENDA

   I. Call to Order

   II. Roll Call

  III. Approval of Minutes of Last Meeting (behind agenda)

  IV. Treasurer’s Report on Endowment Investment Performance—Information
      (front pocket of notebook)

  V. Treasurer’s Financial Report—Information (front pocket of notebook)

  VI. Report on UTC Regional Tuition Discount for Graduate Programs—Information

 VII. Approval of UTHSC Pediatric Faculty Practice Plan, Memphis .................... Tab 3

 VIII. Approval of FY 2010 Annual Flight Operations Report—Consent ................ Tab 4

  IX. FY 2010-11 Operating Budget Update—Information ..................................... Tab 5

  X. Approval of FY 2011-12 Operating Budget Appropriations
     Request—Consent........................................................................................ Tab 5

  XI. Approval of FY 2011-12 Capital Outlay and Capital Maintenance
      Projects—Consent ........................................................................................ Tab 6

 XII. Approval of FY 2011-12 Revenue/Institutionally Funded
      Projects—Consent ........................................................................................ Tab 6

 XIII. Approval of UT Martin Master Plan—Consent (back pocket of notebook)

XIV. Approval of Real Property Transactions—Consent ...................................... Tab 7
     A. Property Acquisition at 208 S. Dudley Street (UTHSC)
     B. Grant of Permanent Easements for Cherokee Farm–Knoxville Utilities Board
        (UT Knoxville)
     C. Collins Gift Property, 114 Old Fulton Road (UT Martin)
     D. Property Acquisition in Hornbeak, Tennessee, from Tennessee Wildlife
        Resources Agency (UT Martin)

 XV. Other Business

XVI. Adjournment
         MINUTES OF THE FINANCE AND ADMINISTRATION COMMITTEE
                     THE UNIVERSITY OF TENNESSEE
                          BOARD OF TRUSTEES
                             JUNE 23, 2010

The meeting of the Finance and Administration Committee of the Board of
Trustees was held at 12:45 p.m. EDT, Wednesday, June 23,2010 in Room
156/157 of the Plant Biotech Building on the Agriculture Campus in Knoxville.

   I.       Call to Order - Mr. Robert Talbott, Chair, called the meeting to order,
            and made the following introductory remarks:

            1. While the public is invited and welcome at all Board meetings, our
               meetings are "in the public" but not "public meetings."

            2. The Chair will recognize to speak only members of the committee,
               other Trustees, and members of the senior staff.

            3. The Committee has a set agenda and prepared materials for that
               agenda. No "new business" has been brought to the Chair's
               attention prior to the meeting.

            4. Lastly, the name of the Trustee making the motion and the second
               will be announced to help in the preparation of minutes.

   II.      Roll Call - Chair Talbott asked Mr. Charles Peccolo, Treasurer and
            Chief Investment Officer/Acting Chief Financial Officer to call the roll.
            He did so and advised the Chair that a quorum was present.

            Present

            Robert Talbott, Chair
            Charles Anderson, Member
            Bill Carroll, Member
            John Foy, Member
            Jim Murphy, Vice Chair of the Board
            Jan Simek, Member
            Charles Wharton, Member

            Other Trustees Present

           Anne Holt Blackburn, Trustee
           George Cates, Trustee
           Spruell Driver, Trustee
           Tyler Forrest, Student Trustee
           Crawford Gallimore, Trustee
           Monice Moore Hagler, Trustee
           Jim Hall, Trustee
           Doug Horne, Trustee
           Karen Johnson, Faculty Trustee
       Andrea Loughry, Trustee
       Karl Schledwitz, Trustee
       Don Stansberry, Trustee
       Betty Ann Tanner, Trustee
       Sumeet Sudhir Vaikunth, Student Trustee

       Also present was Mr. Charles Peccolo, other members of staff, and
       media representatives.

III.   Approval of Minutes of Last Meeting-Consent Item-Chair Talbott
       called for consideration of the last meeting's minutes. Trustee Carroll
       moved approval of the minutes of last meeting; seconded by Trustee
       Foy and approved unanimously.

IV.    Treasurer's Report on Endowment Investment Performance-
       Information Item (Exhibit 1)-Chair Talbott asked Mr. Peccolo to
       present the Endowment Investment Performance Report. Mr. Peccolo
       went over the one-page summary of the Consolidated Investment Pool
       performance ended March 31, 2010 along with the one, five and-ten
       year returns. For that period of time, it was good to be invested in the
       capital markets. The Pool had a 3.5% quarterly return and a one-year
       return of 32.5%. When this report was given to the UT Foundation,
       Inc. Board they were quick to ask why it ended March 31 st rather than
       May 31 SLthe answer should be obvious. The market since March 31 st
       has been rather difficult. As you know, the nice gains domestic large
       cap and international markets had for the first quarter of the year was
       diminished and in fact were negative through May 31 st . The
       University's portfolio through May is still up over 15%. The Pool is
       expected to have a good strong mid-teen return for the year,
       depending on the last week and a half of June. Some time ago the
       Investment Advisory Committee restructured the portfolio, particularly
       after the large run in the public markets and repositioned it to take
       some of the volatility out of the portfolio by investing in more long/short
       strategies in equity and it has helped the portfolio. The Consolidated
       Investment Pool's performance through May 31 is about flat but fiscal
       year-to-date it is still up over 15% and will help the portfolio going
       forward.

V.     Ratification of 2009-10 Quasi-Endowments-Consent Item (Exhibit
       2)-Chair Talbott asked Mr. Peccolo to continue with the next item.
       Mr. Peccolo began by saying in 1995 a Board of Trustees Resolution
       authorized the University, with approval by the President and
       Treasurer, to establish quasi-endowments throughout the year. The
       Board receives an annual report on the names and amounts of such
       quasi-endowments from the previous year at the June meeting to
       review and ratify.

       The attached schedule reflects 6 quasi-endowments that were
       established from July 2009 to June 2010 and totaled $1,182,670.86.

                                      2
       These are gifts to the University and the donor has not stipulated that
       they be held in perpetuity for endowments. It is the University
       administration's recommendation that they be treated as such hence
       the term quasi-endowment. Four are bequests that came to the
       University. The Archeological Research Lab has requested that
       University funds be used to establish a quasi-endowment. This is an
       action item.

       Trustee Wharton moved that the ratification of quasi-endowments
       established during FY 2009-2010 be approved; seconded by Trustee
       Foy and approved unanimously.

VI.    Approval of Establishment of Haslam Torch Investment Fund
       (Student Managed) -Consent Item (Exhibit 3)-Chair Talbott noted
       that the next item was a consent item for the establishment of the
       Haslam Torch Investment Fund. Mr. Peccolo explained that Jim and
       Natalie Haslam have pledged a million dollars over three years to
       provide a hands-on learning experience for the students of the College
       of Business at the Knoxville Campus. It is called the Haslam Torch
       Fund. The reason this item is being presented to the Board is because
       these are now University funds that have been gifted and will be turned
       over to a third party trustee and the students will actually manage
       them.

       There was a similar fund that was established at UT Chattanooga
       approximately 15 years ago and has provided a great learning
       experience for the students. The University gets an annual report from
       the faculty member at UT Chattanooga that oversees that fund so it
       can be recorded on the University's balance sheet and allows the
       University to monitor the activities of the fund.

       This is an action item acknowledging that the University has received
       the money but will turn it over to a third party trustee per the intent of
       Jim and Natalie Haslam.

       Trustee Anderson moved the approval of the Resolution concerning
       the establishment of the James A. Haslam 1/ and Natalie L. Haslam
       Endowed Torch Fund, as presented in the meeting materials;
       seconded by Trustee Wharton and approved unanimously.

VII.   Authorization to File a Petition in Knox County Chancery court to
       Modify the Purpose of an Endowment Fund Established for the
       Benefit of the School of Architecture and Approval to Use the
       Fund to Establish an Endowed Visiting Professorship in the
       School of Architecture-Consent Item (Exhibit 4)-Chair Talbott
       asked Catherine Mizell, General Counsel and Secretary of the
       University to present. Ms. Mizell addressed the Committee and stated
       that Dean John McRae of the College of Architecture and Design, with
       the concurrence of Chancellor Cheek and President Simek, have
       requested the University seek court approval to modify the terms of a
                                       3
gift to the University. An endowment fund that was created for the
benefit of the School of Architecture.

The endowment was created in 1993 pursuant to the terms of the last
will and testament of Blanche McKinny Barber. Mrs. Barber was the
widow of Charles I. Barber who was a prominent architect in Knoxville
and started what is now known as the BarberMcMurry firm. It was
founded in 1915. Mrs. Barber's Will provided that the income of this
endowment would be used to memorialize her husband in two ways; to
build a building or a wing onto a building for the use of the School of
Architecture, and to purchase books for the architectural library. When
Mrs. Barber executed her will in 1977 the School of Architecture did
not have its own building and did not have a library. However, by the
time the endowment was actually funded in 1993 the School of
Architecture had both thus no longer had the need for the things Mrs.
Barber had provided for.

Today, the value of the endowment is approximately $870,000.
Obviously, this amount is far less than would be needed to build a
building or even a wing onto a building and is far more than needed to
purchase books particularly with the added on-line databases. While
the endowment fund sits essentially unused the School of Architecture
has identified a pressing need for an endowed visiting professorship to
attract nationally and internationally renowned professors and
practicing architects who would not only enhance the quality of the
educational experience with the students but would also Significantly
enhance the prestige of the School of Architecture.

The business partners of the BarberMcMurry firm highly endorse this
professorship and have pledged to contribute an additional $250,000
to the fund.

Mrs. Barber did not have any children and the three individuals named
in her will are all now deceased. Tennessee Law recognizes that a
change in circumstances may mean that a donor's stated purpose for
an endowment is no longer needed or feasible resulting in the donor's
charitable purpose being frustrated. We believe that is precisely what
is happened in this case. Mrs. Barber clearly wanted to benefit the
School of Architecture. The purposes she specified were no longer
needed by the time the fund was established.

To establish this change of purpose in the endowment the University
must file an action in Chancery Court and establish that the purposes
of the fund specified by Mrs. Barber are either impracticable,
impossible to achieve or wasteful. The administration requests the
Board to authorize the General Counsel's Office to file the required
court action to modify the purpose of the fund and to approve use of
the fund for the endowed visiting professorship. A formal motion is
indicated in the materials.

                              4
        Chair Talbott asked if there was another step in the process where the
        Attorney General is involved. Ms. Mizell stated that technically when
        you file the motion you have to give notice to the Attorney General
        Office who represents the interest of the charitable gift. My office has
        already been working with the Attorney General and he has indicated
        to us that he will support our action in this regard and will provide
        whatever we need to file it in court.

        Chair Talbott stated an important fact that the BarberMcMurry partners
        agree and have also pledged to contribute money to the University for
        this purpose.

        Vice Chair Murphy moved that the General Counsel be authorized to
        file a petition in Knox County Chancery Court to modify the terms of
        the endowment fund created for the benefit of the School of
        Architecture pursuant to the terms of the Last Will and Testament of
        Blanche McKinny Barber; and, upon court modification of the purpose
        of the fund, approval for the fund to be used to establish an endowed
        visiting professorship in the School of Architecture; seconded by
        Trustee Foy and approved unanimously.

VIII.   Approval of Real Property Transactions-Consent Items-Chair
        Talbott informed the Committee that the next item was the Real
        Property transactions and each one has to be approved individually.
        Mr. Peccolo presented the following:

        A.    Grant of a Water Line Easement to Glen Hills Utility District
              (Greeneville 4-H Center)-Consent item (Exhibit 5)-The first is
              a grant of a water line Easement to Glen Hill Utility District which
              is baSically the Greeneville 4-H Center. This is an easement to
              extend and increase a permanent 4" water line to an 8" water
              line along the existing road right-of-way in Greeneville,
              Tennessee. The University is not seeking any monetary
              consideration in granting this Easement in that the Easement
              will increase the water pressure to our facilities for fire safety
              improvements.

              Trustee Foy moved the approval of the grant of a water line
              Easement to Glen Hills Utility District as presented in the
              meeting materials; seconded by Trustee Carroll and approved
              unanimously.

        B.    Grant of a Water Line Easement (UTIA, Plateau Research &
              Education Center)-Consent item (Exhibit 6)-This item is a
              grant of a water line Easement to the City of Crossville with the
              Plateau Research and Education Center. In this case the
              proposed water line Easement lies along right-of-way of State
              Route 70N. The City of Crossville will construct and maintain an
              underground water line with the perpetual right to enter from
              time-to-time to install, maintain, repair, rebuild, protect, extend,
                                      5
             connect to, operating and patrol, as well as the right to tap on
             additional lines and/or customers.

             In this case, the University will see and receive from the City of
             Crossville the fair market value of the proposed Easement.

             Trustee Wharton asked if the City of Crossville took on
             additional customers are we going to have adequate water for
             ourselves. Robbi Stivers, Director of Real Estate Management
             stated that it is a water line Easement for the City and is a more
             efficient line than previous and it should not cause the University
             any loss of water or pressure. Chair Talbott stated that if there
             is an issue it would have to be brought back before the Board
             anyway.

            Trustee Foy moved the approval of the water line Easement and
            the temporary construction Easement as presented in the
            meeting materials; seconded by Trustee Anderson and
            approved unanimously.

      C.    Acquisition of an Easement by Gift from Bioworks Foundation
            (UTHSC, College of Pharmacy)-Consent item (Exhibit 7)-
            Lastly, the third item is an acquisition of Easement by gift from
            the Bioworks Foundation for the use of the College of
            Pharmacy. This is a required Easement regarding property
            owned by the Memphis Bioworks Foundation for a nitrogen
            storage tank.

            The University seeks authorization to accept as a gift the
            required interest in the real property at the Memphis campus
            south of Madison Avenue and East of the Health Science
            Center's Pharmacy. Chair Talbott asked Mr. Peccolo if this item
            was to benefit the University and he said yes and there is no
            capital outlay required.

            Vice Chair Murphy moved the approval of the acquisition of an
            Easement as presented in the meeting materials; seconded by
            Trustee Wharton and approved unanimously.

IX.   Approval of Annual Report of Sale of Gift Property (2009-10)-
      Consent item (Exhibit B)-Chair Talbott asked Mr. Peccolo to present
      the Annual Report of Sale of Gift Property. Mr. Peccolo stated that
      there was only one item to report. Gift property by Bill and Donna
      Cobble on Downtown West Boulevard was sold to the University to be
      used for offices. The property was conveyed into a Trust and the
      University was the administrator of that Trust. The University resigned
      as the administrator and had a Knoxville firm take over as Trustee of
      the Trust so that the University would not be the administrator of the
      charitable remainder Trust.

                                     6
       The University purchased the property after retaining all the proper
       state approvals. The Trust now has the cash to invest to provide the
       income stream to the income beneficiaries which are the Cobbles.

       Vice Chair Murphy confirmed that the University gets what is left over
       after the distributions are made and Mr. Peccolo replied yes.

       Trustee Carroll moved approval of the 2009-10 Annual Report of Sale
       of Gift Property; seconded by Trustee Anderson and approved
       unanimously.

X.     Approval of FY 2011 Operating and Capital Plans for Senior
       University Administrator Residences-Consent Item (Exhibit 9)-
       Chair Talbott asked Mr. Peccolo to continue with the FY 2011
       Operating and Capital Plans for Senior University Administrator
       Residences. Mr. Peccolo began by saying two residences are still
       maintained. One in Chattanooga and one in Knoxville. The budget is
       attached for the maintenance and operation of these facilities for fiscal
       year 2011.

       The Chattanooga house requires a budget of $91 ,000 and it is the
       same budget that was provided for in fiscal year 2010. The gift funds
       are provided by the UC Foundation for the home.

       The Knoxville residence is up for sale and that is reflected in the
       budget for fiscal year 2011. In fiscal year 2010 the budget was
       $50,000 and we have budgeted $25,000 for fiscal year 2011. It is the
       best guess of what it will take to maintain that property before it is sold.
       Mr. Peccolo mentioned that the $25,000 should have been listed under
       general funds as the funding source.

       Vice Chair Murphy moved approval of the operating and capital plans
       for senior administrator residences as presented in the meeting
       materials; seconded by Trustee Anderson and approved unanimously.

XI.    Report of Capital Projects Outside the Budget Process-
       Information Item (Exhibit 1O)-Chair Talbott asked Mr. Peccolo to
       continue. Mr. Peccolo began by advising the Committee that this is an
       information item. The attached schedule lists the capital projects that
       the University is undertaking outside of the budget process pursuant to
       the Board's approval of October 2009. The funds represented are
       stimulus funds provided the University and are being used for one-time
       capital maintenance projects. These projects have been submitted to
       the Tennessee Higher Education Commission (THEC) and approved.
       The projects are included in the Governor's 2011 Budget and total
       $11,965,000.

XII.   Review of Fee Changes Requiring President's Approval-
       Information Item (Exhibit 11)-Chair Talbott requested Mr. Peccolo to
       inform the Committee of the Fee Changes Requiring President's
                                     7
        Approval. According to a Board policy on fee approval there are
        certain fees the President can approve. The University administration
        reports those fees back to the Board once a year. Submitted to you
        are miscellaneous course fees that cover lab fees, application and
        other student fees. There are 89 special fees that are course specific.
        The predominant number is for the Knoxville campus and they have
        been presented to the President for approval. These fees are
        presented to the Board as information.

XIII.   Review of FY 2011 UT Foundation, Inc. Operating Budget-
        Information Item (Exhibit 12)-Chair Talbott noted that the items were
        moving along smoothly and asked Mr. Peccolo to present the UT
        Foundation Operating Budget. Mr. Peccolo noted that the fiscal year
        2010 and 2011 budgets were similar but pointed out there was a
        budget deficit of $62,100. If that amount is realized it will be funded
        from beginning net assets. The particular item that gives rise to this
        budgeted shortfall is the absence of unrestricted gifts. Last year the
        Foundation anticipated having the Memorandum of Understanding
        between the Foundation and the University in place. One of the
        initiatives there was for the Foundation to solicit more unrestricted
        annual gifts to help with the annual operating budget. It hasn't gotten
        quite that far yet so it is being reflected as zero fully anticipating the
        launch of new fund raising effort just for the Foundation for operating
        costs. Also, the estimated interest income is a conservative estimate
        for next year in that the increase level of gift funds that flow through the
        UT Foundation allows us to invest it for a time to provide the flow. This
        budget was submitted and approved by the UT Foundation Board
        yesterday. Trustee Loughry mentioned that the main comment was
        the solicitation of unrestricted funds. Chair Talbott asked if the
        operating deficits were coming out of the original fund balance that
        went into the Foundation and Mr. Peccolo said yes.

XIV.    Review of FY 2011 UT Research Foundation Operating Budget-
        Information Item (Exhibit 13)-Chair Talbott asked Mr. Peccolo to
        present the FY 2011 UT Research Foundation Operating Budget
        (UTRF). Mr. Peccolo explained to the Committee that the spreadsheet
        sent out to the Board earlier had a small error and that an updated
        copy had been handed out. The UTRF budget is $5.3 million and color
        coded so that the Committee can identify the dollars that are flowing
        through the two funding sources. The first comes from UTRF's
        operations (licensing fees received and royalty payments). The figures
        in red are those that come from UTRF's revenues. The figures in blue
        are a budget line item for the University of Tennessee which has long
        provided support for the intellectual property outcome from research
        efforts. In this budget $1,591,419 is provided by the University of
        Tennessee for support of salaries and operating costs. UTRF supports
        legal fees that protect the intellectual properties. This budget is about
        13% less than it was last year because UTRF, like everyone else, is
        tightening its belt. The budget is broken down into three units; one is
        the multidisciplinary organization, the Health Science Center
                                         8
       organization and the central office that oversees both of those satellite
       locations. This item is presented to the Committee as an information
       item. When the Board considers the budget for the entire University
       tomorrow it will contain the $1,591,419 for the budgeted University
       expenses. Mr. Peccolo asked Trustee Stansberry if he had any
       comments because of his active involvement with UTRF. This budget
       was presented and approved by the UT Research Foundation Board.

       Trustee Stansberry said that in the last UTRF Board meeting there is a
       higher level of activity that will be beneficial to the University.

XV.    Approval of FY 2011 Distribution of UC Foundation Funds-
       Consent item (Exhibit 14)-Chair Talbott informed the Committee that
       the next item was the Approval of FY 2011 Distribution of UC
       Foundation Funds and that it was an action item. He asked Mr.
       Peccolo to present. Mr. Peccolo informed the Committee that it is an
       action item. The Board approves the distribution of funds from the
       University of Chattanooga Foundation. He noted that this year the
       recurring support to the Chattanooga campus is $1,234,455. The
       amount non-recurring is $25,000 for a total of $1 ,259,455. It is down
       11% from last year, again, reflecting the difficult capital markets over
       the past year as to what is available to be distributed. This information
       was reviewed and approved by the University of Chattanooga
       Foundation Board. This item is an action item.

       Trustee Foy moved the approval of the FY 2011 Distribution of UC
       Foundation Funds as presented in the meeting materials; seconded by
       Trustee Anderson and approved unanimously.

XVI.   Approval of President Emeritus Agreements-Consent item
       (Exhibit 1S)-Chair Talbott stated that the next item was the Approval
       of President Emeritus Agreements. He then asked Dr. Simek to
       address the Committee. Dr. Simek stated that the Public Chapter 840
       of the Tennessee Public Acts of 2000 authorizes higher education
       institutions to enter into one-year agreements with former presidents
       for services. The agreement may be renewed from year to year if the
       governing board is satisfied with the performance of services.

       In the Board materials there are reports from Drs. Boling and Johnson
       of the services they performed during fiscal year 2009-2010. Following
       their reports are the proposed agreements that require the Board's
       approval for fiscal year 2010-2011.

       The salaries and all other terms of the agreements for both Dr. Boling
       and Dr. Johnson remain unchanged from last year.

       Trustee Carroll moved that the President Emeritus Agreements, FY
       2011 for Dr. Edward J. Boling and Dr. Joseph E. Johnson be
       approved; seconded by Trustee Foy and approved unanimously.

                                      9
XVII. Approval of Amendment of Lease and Transfer Agreement with
      University Health System, Inc., and Approval of Fee Owner
      Recognition Agreement-Consent item (Exhibit 16)-Chair Talbott
      asked Mr. Peccolo to present the Approval of Amendment of Lease
      and Transfer Agreement with University Health System, Inc. Mr.
      Peccolo began by saying some time ago University Health System,
      Inc. (UHS) approached the University about trying to restructure their
      balance sheet. UHS wanted to monetize five of the existing medical
      office buildings on the medical campus as well as build a sixth one.
      There have been ongoing discussions over the past year regarding this
      and how it will be structured. We learned at the most recent meeting
      that the plan had changed somewhat and UHS wants to address only
      the need for the sixth medical office building to provide private practice
      offices for the clinical physicians and some office space for the faculty
      of the University's Graduate School of Medicine located in Knoxville.

      The new building would be approximately 100,000 square feet and
      constructed on .88 acres of land. The issue is the developer that has
      been selected through competitive means needs a sixty-five year lease
      term for the new office building which is twenty-seven years beyond
      the current Lease and Transfer Agreement which expires in 2049.

      This action item is a request to the Board to authorize the University to
      continue these negotiations, develop the documents, get all of the
      State of Tennessee required approvals and then return to the
      Executive Compensation Committee for final approval.

      Currently under discussion is the Lease value of the .88 acres in 2049
      and what the cash flow would be for twenty-seven years discounting
      that back then to a present value. There is a figure in mind to ask for a
      one-time upfront payment to allow this. President Simek, Mr. Talbott,
      Ms. Mizell have all been involved so hopefully between us we can
      provide any clarity or questions you may have.

      Trustee Wharton asked what discounted rate was used and Mr.
      Peccolo said for modeling that the number used was 5%.

      Vice Chair Murphy address Mr. Peccolo and said as I understand it
      basically the University would enter into some kind of arrangement with
      the developer that would say that at the end of the current Lease term
      you would be able to stay on this property for the full sixty-five years.
      Mr. Peccolo answered yes it is a non-disturbance type of arrangement.
      Chair Talbott added that it allows UHS to build another 100,000 square
      feet building that they need to do.

      Dr. Simek then raised an issue that this is going to be an ongoing issue
      for the University. As we move further into the Lease term, UHS is
      going to be in front with more and more problematic ability to develop
      and advance their operations on a Lease that is shrinking. Dr. Simek
      added that in his opinion especially as a new President comes in it
                                    10
      would be a perfect time to begin a conversation between the
      University, Board and UHS to develop plans for the future. A Lease is
      in place and no one wants to have to aggravate that at this point but
      how that gets extended and what the issues are needs to be thought of
      now. There will come a time when UHS will no longer develop
      because there is no benefit for them to do so. The University does not
      necessarily want that to happen. It is probably time to start having
      conversations about the future of this property. Mr. Peccolo added that
      was consistent for what was contemplated in the original Lease and
      Transfer and calls for the University to sit down with UHS in 2019 to
      renegotiate the ongoing relationship. You are correct it is timely.

      Trustee Horne commented that he believes what was agreed upon
      was a $50 million payout after 20 years. It is now eleven years later
      and how much has UHS paid off of the $50 million. Mr. Peccolo
      explained that he did not have that schedule and did not know the
      information off the top of his head but could certainly get the
      information. Mr. Talbott stated UHS paid $25 million upfront and it is a
      catch up at the end. UHS has to pay the other $25 million by 2019.
      Mr. Horne then asked if the University extends the Lease twenty-seven
      years he would like to see it go back to a percent gross on debt. He
      explained that he was just throwing that in the hopper. Vice Chair
      Murphy explained that this motion doesn't approve an extension of the
      Lease. Dr. Simek added that it is time to sit down, look at and
      renegotiate the Lease so that in 2019 the University has a we" thought
      out, developed, rational solution. Chair Talbott noted that obviously
      the University has a reversionary interest in the campus. It is in the
      University's best interest to do everything possible to make that
      campus more valuable. That is what Dr. Simek is talking about is the
      University has an interest, UHS has an interest and how do we make
      those interests together better for both parties. That is the plan. This
      action is only talking about .88 acres for UHS to build the medical
      office building.

      Vice Chair Murphy moved that the administration be authorized to
      negotiate modification of the 1999 UT/UHS Lease and Transfer
      Agreement and any other necessary documents to accommodate the
      proposed development and construction of a new medical office
      building with a real property footprint of approximately .88 acres,
      subject to securing all required State of Tennessee approvals and final
      review and approval by the Executive and Compensation Committee;
      seconded by Trustee Carro" and approved unanimously.

XVIII. Approval of Pilot Regional Tuition Rate Program for Contiguous
       Out-of-State Counties (UTM)-Consent item (Exhibit 17)-Chair
       Talbott stated that the next item was the Approval of Pilot Regional
       Tuition Rate Program for Contiguous Out-of-State Counties at UT
       Martin and asked Drs. Simek and Rakes to present. Dr. Simek told the
       Committee that UT Martin requests permission to establish a two-year
       pilot regional tuition rate for undergraduate students who meet current
                                        11
admissions standards but reside in three Mississippi counties
contiguous to Tennessee. The proposed rate would include all in-state
charges plus an additional 20 percent out-of-state differential for
eligible students from the following counties: Alcom, Tippah, and
Tishomingo. This is only applicable to the regional center, UT Martin
Selmer.

Vice Chair Murphy informed Dr. Rakes, Chancellor of UT Martin that
he would be asked the same kinds of questions that Chattanooga was
asked when they came before the Board the first time about tuition rate
discounts. Part of this idea is prefaced upon the concept that we have
unused capacity that these students can fill. If we don't have unused
capacity this request does not make any sense financially at all to give
discounts to anyone. He asked Dr. Rakes if that was in fact what is
going on at the Selmer Center. Dr. Rakes said that Vice Chair Murphy
was on target and mentioned that for more than a decade UT Martin
has had a situation similar to this with the nearest Kentucky counties.

Students are not eligible for the regional rate if they participate in
NCAA athletics and there are two of those Students at Selmer. From
the three counties there are roughly 200 high school seniors in the
area that Selmer services. That would double our recruitment in this
area. In the last year, an expansion was completed on the Selmer
Center and added four to five more classrooms. We have also capped
this proposed program at thirty students. They have to remain in good
academic standing to stay there. There is plenty of capacity to
accommodate the extra students and can actually accommodate three
times this many. Vice Chair Murphy said that is part of why these
regional discounted tuition rates are done as pilots so they are looked
at periodically and make sure that those factors are still in place. If you
have capacity that is not being used, the facilities and I assume you
have the faculty and staff that will not require you to go out and hire
new people. Trustee Stansberry asked why the facility was expanded
if there wasn't capacity. Dr. Rakes answered that we didn't have extra
capacity until we expanded it. The idea was to expand it to bring more
students in. Dr. Rakes said that he does not see how these students
are being subsidized if there is room for them without turning any of
our students away and asked if he was missing something. Trustee
Stansberry said he was missing why the Selmer Center was expanded
when there was already enough room. Dr. Rakes said that is the
problem we didn't already have room. We expanded because we were
growing and now can grow even more. The State provided the money
for the expansion and the City and County own the building. We can
handle more business and it makes good sense to me.

Vice Chair Murphy summarized that what the Selmer Center has is
several years of capacity to grow by using this process you are putting
students in those seats from Mississippi as opposed to students from
Tennessee because you don't have them right now. What we are
saying is that works O.k. until you have students from Tennessee
                               12
needing those seats and then we will then look harder at letting you put
the Mississippi students there at a discounted rate. They would have
to attend at a full rate. Dr. Rakes said that is a fair choice. Currently, it
has not turned out to be an issue with the Kentucky counties.

Chair Talbott asked if Chattanooga is consistent in pricing on this out-
of-state discounted tuition rate with what Selmer is requesting to
charge. Dr. Brown, Chancellor at UT Chattanooga informed the
Committee that UTC put a 25% surcharge on in-state rates. Chair
Talbott asked if that was consistent and Dr. Rakes said within 5%.
Trustee Schledwitz said no is the answer and Chair Talbott asked if we
should be. Dr. Rakes said that UT Martin could live with the 5%
decrease. Dr. Simek said that is a good point and that the University
should be consistent. Trustee Fay said that you don't look at the other
benefits that these campuses are giving to out-of-state students. You
can ask Volkswagen, Alstom and a lot of people in Chattanooga if it is
a good benefit. The Chairman of the Federal Reserve was in
Chattanooga and he was impressed with the fact that we are reaching
across county lines. Granted, it does not give the University a lot more
money but it does create economic development for those areas. You
can't just look at what it is costing the University. It is good that we are
filling seats and it isn't costing our residents but it is an important factor
for economic growth. It was a really important element with
Volkswagen in Chattanooga.

Vice Chair Murphy stated again, I don't have a problem with using that
resource when it is not needed for Tennesseans. When we say we
have to expand because we don't have capacity, at that point, we
should be looking from a financial standpoint who is paying full rate.
The State of Tennessee is paying for the difference of the tuition and
the in-state student's costs and basically the State of Tennessee is
paying for them as well. At some point you have to consider that those
are nice economic development opportunities but I am not sure that it
is something Tennessee is willing to pay for.

Dr. Rakes added that in the current funding formula the State does not
reimburse the University for out-of-state tuition. Vice Chair Murphy
said someone is paying for it. They are not getting educated for free
and it is either being paid out of state appropriations or out of tuition. If
I am an out-of-state tuition student and I am not in one of the preferred
counties I would pay full rate for the cost of my education. The only
people that don't pay full rate right now at UT Martin are those from the
selected counties of Kentucky, this group if they live in the selected
counties of Mississippi are in-state students. We are giving these
people a benefit and understand that there are collateral benefits.
Those are important as a justification why we as Tennesseans should
be doing some of this. We have a limited resource and at some point it
won't make sense for us to be giving that limited resource to people
from other states if we need it. These pilots are o.k. from the
standpoint of doing it while we have that capacity. I am not
                                13
comfortable with it when we get to the point when there is no longer
capacity and then becomes an issue of can we afford, as a State, to
continue to use our limited resource to benefit people in surrounding
states.

Trustee Stansberry asked if every student from Tennessee is admitted
that academically qualifies. Dr. Rakes replied yes. He added that as
he understands it a Tennessee resident who wants to attend school in
Missouri or Illinois can go at their state rate. What has happened in
other states is the same issue that we are fighting with one hand tied
behind us. It is cost effective not only what we get from it but what the
students get from it. By the way, there are two private schools and a
community college near where the Selmer center is located. Other
states have figured out that this is truly good business. In fact, the
reason Tennessee students are not flooding to Illinois right now is
because it is cheaper to go to school in Tennessee which gets back to
Vice Chair Murphy's point. Vice Chair Murphy said when we get to the
point where we are charging almost the full rate and only getting a
small portion of state money it will become much more sensible to do
these kinds of things because all will be paying the same amount.
Personally, that is the trend we are on. Trustee Schledwitz said
unfortunately a 25% premium is getting close to what the State is
contributing. Vice Chair Murphy replied not yet but is getting there. At
that point, it won't matter if they are in-state or out-of-state students.

Trustee Foy said then you look at graduation rates and we better be
recruiting better stUdents from that standpoint. If you are going to stay
with Tennessee students great but can you get the others to push your
graduation rates up. Vice Chair Murphy said those are all challenges.
From a starting point, the question is where will the money come from?
It might be that what we say is we will give smart students from those
surrounding counties a discount but we won't give it to others.

Trustee Cates asked if Mississippi gave Tennessee residents a price
break. Dr. Rakes replied that he does not know and that they do not
lose that many students to them.

Trustee Hall stated that Tennessee more than any state in the union
has bleeding on all of its borders. It is in the State's best interest not to
be in a situation where it is not competitive in trying to attract students
from the regions to attend our three year universities. It is in the
State's interest and it is a good investment of state dollars to try and
attract these students and keep them in Tennessee. I know that it is
important in repeating what Trustee Foy said that to Volkswagen and
Alstom it doesn't look like Chattanooga, TN doesn't stop at the border.
They have to pull an educated workforce from that region and as a
metropolitan university the UT interest does not stop at the line of
Chattanooga. If you go one mile away from the state line you are in
Georgia. It is a different situation when you live in Chattanooga and
you look at the situation in west Tennessee. The Board of Regents
                                14
       schools provide these benefits and there should be one size fits all in
       those situations but I respect the Vice Chair's opinion.

       Trustee Talbott said looking at it from a cash standpoint that money
       goes to the bottom line. Dr. Rakes said yes and in two years we will
       have been successful or not.

       Vice Chair Murphy echoed Trustee Hall's point. He said that part of
       the reason for his comments is so that Dr. Rakes understands the
       same thing that was told to Chattanooga. You are not being treated
       differently and giving you less of a challenge than was given to them.
       They did a good job when they brought this program to the Board the
       first time and justified why it made sense and I voted for it. He then
       said that he is o.k. with the Selmer program as long as there is
       capacity. It does make sense to fill those seats up until such time as
       we need them. We will have to look really hard at where we are at
       when you get to the point that you have to add capacity. We might be
       at a point where the in-state and out-of-state tuition is so small it
       makes sense that they receive the in-state tuition. If the trend keeps
       on we will get there pretty soon.

       Trustee Blackburn asked Dr. Rakes what he knows about the students
       who have been in the Martin programs on the Kentucky line or in
       similar types of programs in terms of where these students go when
       they get their education. Where is it that they spend their learning and
       what state benefits. Dr. Rakes said he does not have the numbers
       with him particularly for the Kentucky students. In general, nationally
       students have a tendency to stay and work in the state where they get
       their education. Those numbers need to be reviewed. They develop
       an affinity for where they go to school. Trustee Blackburn asked if
       there was any kind of encouragement or incentive to give Tennessee
       some of that service rather than taking it somewhere else so that
       Tennessee feels it has a return on meeting our goals and aspirations
       to produce an educated work force.

       Trustee Foy moved approval of a two-year pilot regional tuition rate
       program at UT Martin for undergraduates who reside in three
       contiguous counties in Mississippi as presented in the meeting
       materials; seconded by Trustee Wharton and approved unanimously.

XIX.   Approval of Extension of Regional Tuition Rate Program for
       Undergraduate Students from Contiguous Out-of-State Counties
       (UTC)-Consent item (Exhibit 18)-Chair Talbott asked Dr. Roger
       Brown, Chancellor UTC to present the Tuition Rate Program. Dr.
       Brown said that Dr. Richard Brown, Vice Chancellor of Finance to give
       the Committee a view of the revenue picture on the program that you
       allowed UTC to run for three years similar to the one Chancellor Rakes
       just received approval to start.


                                     15
Dr. Richard Brown addressed the Committee and Vice Chair and
stated that UTC's story is similar to what has already been presented.
Its mission is to be a metropolitan university but the service area is
regional. The campus sets on the border of north Alabama and north
Georgia. These are growing technical communities and that is why we
recommended this pilot program a couple of years ago.

He then presented the undergraduate level. It was approved by the
Board of Trustees in June 2007. The eligibility is limited to seven
counties in north Georgia and north Alabama. Students must have
earned at least 60 credit hours to receive the discount. This is
important because it was approved for the junior and senior level. All
students had to be admitted in good standing with UTC. Participants
receive 75 percent reduction on out-of-state tuition.

The full out-of-state tuition rate is $8,477 and the discounted tuition
rate is $4,240.25 and is based on full-time enrollment, inclusive of all
fees for that semester.

The numbers were based on a break even analysis and matching the
numbers from spring 2009 to spring 2010. Enrollment for 2009 was
102.59 FTE and the actual revenue generated was $351,371. The
targeted break even revenue was $147,109 and this program had a
gain of $204,262 in year one.

Comparatively speaking in year two spring 2010 this program is
growing again with 122.58 FTE now participating in the program. The
actual program revenue was $449,256 and the targeted break-even
point revenue was $244,330. Again, this program had a gain of
$204,926 in year two.

A total of gain of $409,188 was reached over the two-year pilot period.
As you can see these numbers work and students are coming.

We are trying to recruit the best and the brightest from those particular
communities and the average GPA is 2.98. The average number of
completed hours is 99.43 from these students already so it appears
they will complete their degrees. The number of students requesting
housing is 37. The popular undergraduate majors include Psychology,
Nursing, Engineering, Business and Biology. Bear in mind that
students that come within the program also bring other revenues to the
University campus.

Population projections also drive this as a competitive strategy. The
campus cannot be stagnant and one has to continuously look at what
will position the University as a sustainable type of competiveness.
The growth around Hamilton County in the past 20 years is stagnant
and in fact has lost a little bit of growth but when you look at these
other counties they continue to grow expediently.

                              16
Again, the pool of students coming from these areas is significant.
Dalton State College provides full in-state rates for Hamilton county
students. Other Universities within these counties have also offered
tuition discounts.

Trustee Wharton asked Vice Chancellor Brown to go back to the
undergraduate revenue slide regarding the gain of $409,188. He
stated that 2009 to 2010 there were 20 students added and some of
the students in the 102 enrollment number from 2009 were in their
senior year. The 20 students added from 2009 to 2010 is slower
growth than in previous years and asked if he was missing something.
Dr. Roger Brown replied that one explanation is that it is the spring
semester and many times a student will choose to start in the fall
instead of the spring cycle. The fall enrollment numbers were
significantly stronger. Trustee Wharton said those numbers would be
helpful in evaluating UTC's success with this program and Chancellor
Brown said that they will make sure and get those numbers to him.

Trustee Talbott said in that regard that he was confused and thought
that the revenue would be incremental revenue but now we are talking
about breakeven. He asked if there were incremental costs because
of these new students. Chancellor Brown explained that the
breakeven was how many students would be needed to generate
enough tuition to replace the % discount that was given. Breakeven
was net new students. He verified that the University's cost did not go
up and Chancellor Brown said that is correct.

Trustee Gallimore asked if the 102 students were already enrolled in
the fall of 2009 and just because we passed that they fell under this
new program. Chancellor Brown said if you had asked us that in the
fall of 2008 some of that would have been true. We are not just
transferring students that were already enrolled now two years into it.
We were doing some aggressive recruiting at this point.

Trustee Stansberry noted that if we are going to evaluate these things
from time-to-time can data be supplied about these students compared
to our other students that stay in Tennessee.

Trustee Johnson asked is this the amount of money that would have
been made if you had collected the entire out-of-state tuition rate. This
is above and beyond what we believed we would have earned in tuition
if we had stayed at the old enrollment levels from those counties.
Trustee Johnson then asked how much money was spent in marketing
to attract these students. Chancellor Brown said that he did not know
the exact amount that was spent but it was very little as the admisSions
office will tell you and he believed the allocation was $20,000 -
$30,000. Vice Chancellor Brown said it was approximately $25,000.
Vice Chair Murphy reiterated that this is what we have been getting
from these areas and with this incentive the target is what you thought
you would be getting. Chancellor Brown said that is absolutely correct
                              17
in new enrollment. Vice Chair Murphy added and what this shows is
how much in addition to that target you have made. Chancellor Brown
thanked him for clarifying it. Vice Chair Murphy noted that Vice
Chancellor Brown made a note at the end of the presentation that this
is still not adding cost from the standpoint they still will have capacity
primarily due to the limit of who we are allowing to go into the program.
It is not in the first and second years when they are competing with
new admissions it is in the junior and senior years where you have to
have capacity. He asked Vice Chancellor if that was still the case and
he said yes. Chancellor Brown said that the only thing that has
changed in the terms of economic environment is we have these major
employers in our region that are saying we need as many people as
you can train. That brings me back to the last point that I wanted to
make is regarding how many of these people will stay. It is in excess
of 80% of all the people that graduate from our University that stay in
the Chattanooga area. That sounds like that is all the people that are
already living in Chattanooga but that is not true anymore. Per Provost
Oldham and previous reports we are now down to 60% of students
from UTC come from Hamilton County. So, when we say 80% of our
graduates stay around and work and really believe that we are adding
value, income and viability to the Tennessee income.

Trustee Loughry commented that we as a Board do not have a
concept of what capacity issues are out there. That is a metric that we
have not looked at in terms of classroom measurement. We hear
about it but I don't know that we get reports on where there is capacity
and what is being done to fill those capacities. I think that is something
that Academic Affairs might want to look at in our examinations. Chair
Talbott said I think they should and he told Trustee Driver to look into
it. Trustee Driver said that he is pulling together what Vice Chair
Murphy and Trustee Loughry are saying that we do not want
Tennessee students to be disadvantaged by virtue of people coming
from out-of-state. He asked if there was a way of measuring if there is
a preference. Chancellor Brown reiterated Chancellor Rakes comment
that we know of no Tennessee student that has been turned away and
intend for that to continue.

Trustee Schledwitz stated that he has been on the Committee and
capacity is one of those things depending on definition. You can have
class for 7:00 a.m. and not have in the afternoon. You can have
capacity issues with faculty, facilities, dorms and particular subject
matter. It is very difficult to say you have capacity. We have
specifically been saying do you have room or have you added any
faculty. If you check those two boxes you are pretty well there. We
have a lot of capacity for 7:00 a.m. classes on the UTK campus so it is
just your definition of capacity. Trustee Hall said that Trustee
Loughry's suggestion is a good one but once you admit one out-of-
state student you are taking capacity out of the in-state pool. You
might want to lower the GPA, standards and let more Tennesseans in.
We seem to be happy with taking the large amount of money we get
                              18
      from out-of-state tuition and having a certain percentage come in. I
      don't know who makes those decisions but if we were arguing that we
      wouldn't have any out-of-state students I don't know what percentage
      that would be.

      Trustee Blackburn said that her perception of this program it is a
      shorter term commitment for juniors and seniors. So whoever is
      admitted you are not tying up seats for four years and Chancellor
      Brown added in our experience it is one year.

      President Simek observed where this might get complicated is as we
      improve the transfer articulations with our community colleges. It is
      precisely those junior and seniors seats that are at issue. We just want
      to watch it. He added that he does not have a problem as long as
      there is capacity - it should be filled. We do need to be mindful that
      we have a mandate from the Legislature to improve the transferability
      of students from community colleges to the four-year institutions. That
      mandate will play out here as it is put into place. We just need to keep
      paying attention. He said I am with Vice Chair Murphy in that we need
      to revisit this issue periodically and watch it together. When the
      landscape changes we would be able to recognize it and make
      changes appropriately.

      Dr. Bonnie Yegidis, Vice President of Academic Affairs and Student
      Success made a couple of comments to Trustee Loughry's point about
      capacity which is appropriate for Academic Affairs and Student
      Success. We do look at strategic planning and part of that is how big
      do we want the University to be, what is the mix of lower and upper
      division students and the mix of in-state and out-of-state students. It is
      appropriate at some point for Academic Affairs and Student Success to
      bring to that Committee data about capacity with respect to strategic
      planning.

      Trustee Blackburn asked if the motion was for one or two years and
      Ms. Mizell, General Counsel and Secretary said it was for one year.

      Trustee Foy moved to extend for 2010-2011 the UTC regional tuition
      rate program for undergraduates residing in seven contiguous counties
      in Georgia and Alabama; seconded by Trustee Anderson and
      approved unanimously.

xx.   Report on Two-Year Pilot Regional Tuition Rate Program for
      Graduate Students From Contiguous Out-of-State Counties
      (UTC)-Information item (Exhibit 18)-Vice Chancellor Brown
      continued with his presentation regarding the graduate pilot program.
      He thanked the Committee for allowing UTC to pilot a program at the
      graduate level. He informed the Committee that the Board approved
      the pilot in October of 2010 for spring 2010. Eligibility is limited to the
      same seven counties as for the undergraduate program in north

                                     19
       Georgia and north Alabama. Participants receive 75% percent
       reduction on out-of-state tuition.

       There were some challenges going into this program. There was only
       two months to market and recruit for this program and it also occurred
       on the holiday but we hit the ground running. Despite the short
       timeframe there was 27% enrollment growth from the eligible counties
       in the first semester. The enrollment is consistent with same-time
       results as the undergraduate program and we predict similar results.
       The program is approximately half-way to the breakeven point at this
       juncture.

       The full out-of-state tuition rate is $8,926 and the regional tuition rate is
       $4,689.25 based on full-time equivalence.

       A male graduate degree earner will add an additional $3.1 million in
       aggregate earning capacity over a lifetime. Many of these students
       spend money within Tennessee. As you know we are a sales tax
       driven state and any time someone crosses that border spending tax
       dollars it impacts the state coffers. Increasing graduate enrollment
       could generate additional $1.8 million by student expenditures, sales
       tax revenue, and additional income contribution per a development
       report we have completed.

       Some of the strong signs of success is the summer enrollment is
       already up in the program and spring and summer numbers are cause
       for optimism. Per Phil Oldham, Provost and Vice Chancellor of
       Academic Affairs says there are a lot of growth opportunities in
       business, engineering, education, criminal justice and English.
       Classroom capacity at this point has meant no new instructional costs
       for the University.

XXI.   Human Resources Report-Information item (Exhibit 19)-Chair
       Talbott asked Linda Hendricks, Chief Human Resource Officer to give
       her report on Human Resources. CHRO Hendricks stated that she
       was pleased to provide a brief update regarding some of the things
       being done in Human Resources. She noted that she would focus on
       three things; the HR Redesign that went into effect on January 4,
       2010, HR Strategic Plan and the resources that are available for
       Faculty and Staff in distress.

       The HR Redesign is called a Shared Services Model and the intention
       is that transactional functions be automated and moved into regional
       service centers so that they are streamlined and more consistent in the
       delivery. There are still small human resource teams on each of the
       campuses and institutes. There are twelve less people in the HR
       Redesign statewide. We have economized by moving into regional
       service centers. The intention is increased effectiveness, streamlined
       delivery of services, automated processes and procedures (there are
       still a lot of manual processes), added new HR services that have
                                      20
never been done before, enhanced existing HR services and over time
reduced costs. It is a three tier structure.

Tier 3 is the HR System-wide Administration. Upon my return to UT
there were 22.5 FTE in the system-wide HR office and after a year and
a half of budget cuts that number went to 18 and there are now five
staff members in the system-wide HR office.

Tier 2 - the majority of our HR team is in two regional service centers.
There is an East Regional Service Center that is in Knoxville and
serves the Institute of Agriculture, Institute for Public Service,
University-wide Administration, UT Chattanooga, UT Knoxville and UT
Space Institute. The West Regional Service Center is located in
Memphis and covers Clinical Education, Chattanooga, Family Practice
Clinic, Jackson, Graduate School of Medicine, Knoxville, UT Health
Science Center and UT Martin. The decision about which entities went
into which Regional Service Center was first based on geographical
location. Secondly, all the healthcare related entities were grouped
together in the west. Strategic planning from an HR perspective is
different for higher education than healthcare.

Tier 1 is the Human Resources Officers that are located on all of our
campuses and institutes.

There are two features of the HR Redesign that will be highlighted
today. The first one is there is a new HR Web site that has been
created with Hank Dye's group. Meredith LeCroy has worked very
hard with us on the Web site redesign. The purpose is to put all the
information that an employee needs to know in one place. It doesn't
matter where it reports or who does what - the employee just wants to
be able to find the information whether it is payroll, benefits or the
leave schedule for this year. They want to be able to go to one place
where they can find needed information. The intention is to make it
easier for the employee. The first quarter since the redesign there
were rotating pictures at the bottom of the web page that showed the
HR teams, the East and West Regional Service Centers and each of
the campus/institutional teams. The important message that we
wanted employees to know was that we have fewer staff than before
but for the most part the people you know and have worked with for a
long time are still here they just might be in a regional service center
instead of with the system.

For the second quarter there is a series called "The Grass Isn't Always
Greener" being featured. It will consist of stories of UT employees
from campuses and institutes who were at UT, left and came back.
The story is that this is a great place to work. I am one of those
people. I spent fourteen years here, left and came back. We do not
do a good job of branding and letting people know what a great place
this is to work. As we move forward we are going to feature benefits. I
think it is most effective when employees talk about how those benefits
                                21
have impacted their lives. Employees may have gotten their
undergraduate, graduate or Ph.D. while working at the University.

Since the first of January, there have been 81,000 hits on the Web site.
Our employees from across the state are accessing information on the
Web with the most popular subject being benefits with 53,000 hitting
that screen.

Another important feature of the HR Redesign is the HR Call Center
located in Knoxville. Employees do not care where the employee is
located as long as they get a person that can answer their questions
with accurate information. Our Call Center is located in Knoxville but it
serves state-wide. There were 731 state-wide calls the first week it
was opened. There was not an educated guess as to how many calls
would be received. In the first quarter, the Call Center averaged 76.5
calls per day. This quarter, it is averaging over 100 calls per day
because of the proposed benefit changes. There are a lot of calls
about retirement and healthcare plans. It is a place that you can call
and get a live person who will answer your questions and guide you
through what you need to know. The employee feedback about the
Call Center has been very positive. The Team Leader, the Associate
and the Executive Director that have responsibility for the Call Center
have a total of 80 years of HR experience among the three of them.
We put our most experienced people in the Call Center. We want
employees to get someone knowledgeable. They cannot count the call
as taken care of until they give the employee the needed information or
connected them with the individual that can. If the employee needs to
talk to the healthcare provider, the Call Center will connect them to
make sure the questions are answered. In addition to the Team
Leader and the associate there are seven more that are in rotation in
the Call Center. A total of nine people are answering the phones. To
my knowledge, there have only been two times that there have been
more calls than people to answer them. When that happens, the
employee gets the option of holding until the next associate is available
or the option to leave a voicemail message. The hours for the Call
Center are 8:00 a.m. - 6:00 p.m. so that the Call Center is open for
business hours for both the east and west end of the state. Vice Chair
Murphy asked if statistics were being tracked like time of call, etc. in
case it gets to the point that so many calls are being received that the
staff isn't capable to manage them. CHRO Hendricks said yes they
have the capability and they are tracking both time of day and month.
Before open enrollment we know that the calls are going to double and
more people will have to be added. The reason for the call is also
tracked and the number one reason they call is deferred
compensation. The number two reason they call is regarding benefit
questions. The percentage that we are able to answer in the Call
Center versus triaging to someone else is also tracked. This is the
third time that I have set-up a Call Center and the mistake that I made
the first time was that I measured success on how long the call was.
The assumption was that the shorter the call the more time there was
                              22
to take other calls. That is not necessarily true. If the call is handled
too quickly and the employee's question is not answered then the call
was not successful. Sometimes employees do not know what to ask
and it requires some probing to find out what they really want to know.
The measure of a successful call is if the need of the employee was
met at the end of the call. We do track the length of a call but do not
use it as a metric because it can be misleading. Vice Chair Murphy
said the reason he was asking about tracking the length of call for was
for it to be a measurement of how long the average call is and multiply
it by the number of calls to know how many associates you need on
the phones. The worst thing that you can have with a Call Center is to
have to be put on hold and have a long waiting period before your call
is handled. CHRO said that is correct and more associates will be
added if it gets to the pOint where calls are rolling into voicemail.

Trustee Wharton asked if an employee that has been in a hospital
environment or has been discriminated against do they call the Call
Center as a starting point and how do we ensure that those calls have
received the attention that is required? CHRO Hendricks replied that
the Call Center does get some of those calls but usually employees will
call someone they know personally and trust. That is why I am a
strong advocate that a Human Resource Officer needs to be kept on
each campus. They are the human resource leader on their campus,
the employees know and trust them and that is who they usually call.
There are times those types of calls come into the Call Center. The
Call Center employees are trained for the distressed employees. For
example if a call came from UT Chattanooga from a distressed
employee there are two things that occur. CHRO Hendricks places a
call to the Chancellor and coordinates immediately with the Human
Resource Officer on that campus. It is our job to make sure that the
call is handled but we would triage that to the campus closer to the
employee. We get calls from people that have had life changing
events and are very emotional and are afraid that they are going to
forget to do something and need information in making decisions.
They get an associate that walks them through each step. We are
providing service to the employees.

Trustee Driver asked if calls are monitored. CHRO Hendricks said that
when the phone is first answered there is a recording that lets the
employees know that calls will be monitored for customer service. The
Team Leader, Executive Director and I all have the ability to tap into
any call. The reason that we do that from time-to-time is to ensure
consistency and that the associates in the Call Center are giving
accurate information. Other Call Centers have the ability to do an
automated survey at the end of the call. The University's phone
system can't do it but we will have to find another way to get that done.
The three question survey is a quick pulse to see if the caller's needs
were met and if they weren't what could be done better. We invite
them to supply feedback but unless they are really happy or really
upset they are not going to take the time to send an e-mail.
                              23
I am really proud of what has been accomplished on the first HR
Strategic Plan that the University of Tennessee has ever had. That
plan has now been approved and endorsed by the President,
Chancellors and Institute Vice Presidents. I spent my first year on all
of the campuses so that I could understand what the common needs
were across the state as well as what was unique from campus to
campus and institute to institute. The Strategic Plan comes from
where the University is now and where it is heading. We have
received their support for that plan.

We have launched the University of Tennessee's first Compensation
Advisory Board. The group met on June 22,2010 for the second time.
The Board is chaired by Dr. Joe DiPietro and is made up of fourteen
people state-wide consisting of administrators, faculty members and
staff. The Board is starting with the basics such as what is UT's
compensation philosophy and does it make sense. What should
matter to us and how do we reward employees. How does
performance link to pay and how is it measured. The purpose of the
Compensation Advisory Board is to look at the philosophy, the policies
and develop strategies for total compensation (pay and benefits) for
employees. Part of what we have to do is provide better education and
communication to inform employees of what they do have. We have
thirty-year employees that don't understand their benefits.

We are coming to the close of a Request for Proposal for a statewide
tracking system. It will serve every campus and institute. There are
three finalists and they are Kenexa Brass Ring, Taleo and People
Admin. All three are excellent applicant tracking systems. The
applicant experience on our Web site is not very good and it would not
entice you to work at the University of Tennessee. The redesign is to
help make applicants feel that UT is the place they want to work. One
way to do that is to let them hear from our employees. There will be
vignettes on the applicant experience for any career area such as
research, teaching, patient care, information technology. The best way
to convey those messages is to take long-term happy employees and
have them tell their stories of why they came to UT and why they are
still here. There will be a great deal of communication about the
benefits of why the University is a great place to work.

For the first time, there is an HR Policy Committee. HR policies are
statewide and are usually written in HR lingo so HR knows what they
need but our managers who try to administer them every day do not
have a clear understanding of the policies, particularly complicated
topics such as FMLA. The team has been put together to go through
those policies to make them concise and clear so that employees know
what they need. We are developing tools to support our managers for
the implementation of the policies. Part of the charge of the HR Policy
Committee is a communications cascade so that we meet with
supervisors and provide training on policies. We make a lot of
                                24
continuous mistakes because managers are not being prepared and
trained to handle day-to-day management operations.

There will be a statewide healthy campus initiative implemented where
we partner with the American Cancer Society. The University is
looking at their Gold Certification Program which is a five pillar program
and is very tough to achieve. Not many public higher education
institutions have been able to achieve this particular certification. It
has been set as a goal statewide that we are going to make healthy
campuses, cultures and environments and they will be tremendous
benefits to employees.

There are 29 initiatives on the Human Resources: 5-Year Strategic
Plan. There are five key areas; Compensation, HR Technology Plan
and Metrics, Performance Management/Professional Development,
Recruitment, Workforce Strategic Plan and Work Culture
Enhancement.

Before the Go Live in December 2009 I received a call from CUPA
HR's magazine, The Higher Education Workplace. They had heard
about the University's HR Redesign and did a feature article on it. We
have received a great deal of recognition and have been invited to a
number of regional CUPA conferences to talk about it. So far, we have
consulted with Auburn, Alabama and Kentucky who are all looking at
doing a redesign of HR similar to what UT has done. We are proud to
be first in this initiative and able to share what we have learned.

There are three things we have available for all employees on
campuses that are in distress; the Employee Assistance Program
(EAP) through the statewide contract, HR Call Center and the Campus
Police Departments. The HR Call Center team is trained to handle
distressed employees calls. They know when they need to triage to
security, the resource team or to the Employee Assistance Program.
We don't put distressed employees on hold or break the connection.
In any urgent critical matter the first thing to do is call the Police
Department on that campus. They are very well trained and qualified
to handle any situation. There is a pilot program on the Knoxville
campus called 946-CARE and it will be a hotline that will become
available in August. It will be available 24/7 and is for any employee
that is either under stress and needs assistance or has recognized a
change of behavior in another employee. It is an anonymous and
confidential place that employees can call. There is a resource team
that is made up of HR professionals, Equity and Diversity, the
Psychology Department, Employee Assistance Program, the Police
Department and the Provost office that are trained and work together
to deal with those issues. Based on the results of the Knoxville pilot,
there may be a possibility of rolling out the program statewide.

In closing, the University has predominantly been transaction based
and is now trying to move into strategic based. There will always be
                               25
transactional things that go through Human Resources to be handled
but where HR adds the most value is through proactive strategic
planning. It has not been done before and the new Shared Services
Model allows us to focus our attention that way.

Faculty Trustee Karen Johnson said that many people have contacted
her about the Pharmacy changes and suggested that communication
be sent out statewide about it. CHRO Hendricks said that the changes
regarding health care information comes through Acting CFO
Peccolo's group and they do a good job of getting that information out
to the campus HR managers and the HR Call Center Team as soon as
they have it. Sometimes we get the notice from the state the day
before and the Call Center Team has to be ready to answer questions
the next day. That is a challenge with benefits and it is hard to get
ahead of the curve. Vice President Dye's group has talked about
putting out a publication semi-annually called For Your Benefit that
would give updates and information that employees need to know. In
addition, there would be follow-up open forum sessions on each
campus. There is a lot of work to do in regards to benefits to educate
our employees.

Trustee Wharton asked if CHRO Hendricks is involved with recruitment
of the University's Chairs of Excellence and the President. He asked if
her office makes sure that poliCies are adhered to in those recruiting
processes. CHRO Hendricks replied yes and said that she co-chaired
the Chancellor Search for the UT Health Science Center and is a
resource to the Presidential Search Committee. She said that she will
be very involved with the Knoxville Chairs of Excellence. She noted
that she has a great deal of executive recruitment experience that she
can bring to bear and partly what she is trying to do is to train recruiters
on the campuses that have never recruited before. They have never
been asked to recruit and so they post jobs. We have really talented
people but we need to invest in training. There are times that we use
external search firms and it could be done in-house. That is part of the
plan as well and is included in the HR Strategic Plan.

Trustee Wharton asked if she provides guidance for first line
supervisors on how to discipline and document. He noted that many of
his colleagues at the University say they don't get that kind of training.
CHRO Hendricks stated that the training for that is in the Employee
Relations units that are on each campus and there is much to do there.
She noted that she had talked about the Managers Toolkit on the Web
page earlier. We would like to provide more online resources. We
would like to be able to provide a video on the Web page for a
manager that is getting ready to have a difficult performance
conversation that tells them how to prepare, how to conduct, how to
close and what happens after. You have to support that with training
and people that they can call. More resources need to be made
available to supervisors in real time. The HR managers at the
campuses do a good job but they are lean teams. Many of the
                               26
        campuses have one or two people and the largest one has eight. They
        are based on headcount and are small teams trying to serve. There
        needs to be more creative ways to train them.

        President Simek said that speaking from someone that has been
        around the University for 25 years and dealt with Human Resources
        the way it was previously practiced it is an entirely a new day. He
        thanked CHRO Hendricks for the effort that she has put into making
        the University a modern operation. She has done it with very few
        people and limited resources. She has gotten terrific buy in from all of
        the units that are involved and has found the right structure. Vice
        Chair Murphy and I were talking whether it was system or campus and
        it doesn't matter. Given our resources and given our goals this is the
        best organization to carry out the task at hand. CHRO Hendricks has
        been the one that has designed it.

        Vice Chair Murphy added that he thinks the strategic planning piece is
        critical and the Board needs to be informed after the gaps are
        identified. They need to know if there needs to be additional staffing at
        the various campuses or if there is technology that needs to be
        acquired to accomplish those things. One of the things that has
        happened over the years is that staff has felt like they were ignored
        and not considered important. From this level we need to ensure that
        it is not happening. It is important that we have good and productive
        employees that are happy with their jobs. All of those things tie into
        what you are trying to achieve through the Strategic Plan. CHRO
        Hendricks said the other thing is the University's workforce
        demographics, and we know that we have an aging population. We
        are looking at where we have serious gaps as we move forward. This
        speaks to proactive recruitment but it also speaks to formal succession
        planning that we do not currently have.

XXII.   Update on UTHSC Faculty Practice Plans-Information item-Chair
        Talbott asked Interim Chancellor, Dr. Steven Schwab to update the
        Committee on UTHSC Faculty Practice Plans. Interim Chancellor
        Schwab thanked the Chairman for being allowed to come before the
        Finance and Administration Committee to discuss the reorganization of
        the Health Science Center's practice plans. This report will be
        abbreviated and an extensive report will be given before the newly
        formed Health Science Center's Advisory Committee chaired by Dr.
        Ken Brown at the first meeting this summer.

        As an overview, the practice plans at UTHSC generate over $220
        million in annual revenue. The vast majority of this $220 million goes
        to underwriting cost to practice and pay the vast majority of the faculty
        salaries. The faculty is paid overwhelmingly by the clinical practice.

        At the current time, we oversee a strategy of alignment driven by
        national health policy. We are making a series of joint ventures with

                                      27
our participating hospitals because of major changes in national health
policy about billing, collection and education.

This alignment strategy for us has major financial growth and
education advantages. It aligns our practices in market and provides
for the first time major academic payments to UTHSC as a result of the
activities of our faculty. These payments are not linked to the volume
of practice but rather are academic payments that many of our
competitors currently have. These alignments we believe are right for
UTHSC and believe our practices will not look in three years like they
do now.

The first one we hope to get up and running immediately is what is now
being termed as the University of Tennessee Le Bonheur Pediatric
Specialists. This combines all of the University of Tennessee pediatric
specialists from the UT Medical Group with several smaller faculty
groups that exist and forms a joint venture with the Le Bonheur
Children's Hospital. It is now the largest children's hospital in the state
of Tennessee. It is favorable to UTHSC in the sense that it provides us
with regular academic payments, enhanced clinical education
payments, better contracting ability and efficiencies of scale as we
merge our activities with the hospital partner. We are anxious to get
this done as soon as possible because Winter is the contracting
season and will be rewriting all of the contracts for our faculty in terms
of our deals with major providers and are awaiting Comptroller
approval so we can move aggressively with the affiliation agreement
from this new entity.

The University of Tennessee Cancer Group merges currently with one
of our major single specialty practice groups called CTSI with the UT
Medical Group to create an integrated cancer treatment facility. All
cancer specialists regardless of their specialty; cancer surgeons, ENT
surgeons, skin surgeons and medical oncologists are joined together in
a single integrated cancer practice with a major hospital partner. This
joint venture with a major hospital partner is advantageous because
the ancillary services (radiation and x-rays) are dramatically better paid
for on the hospital side than on the physicians practice side. By
creating an integrated joint venture we advantage not only the patients
with an integrated practice in one location but we influence our ability
to contract and collect. Also, this group will make a generous direct
payment, at the time it is formed, to UTHSC independent of the
practice.

An entity was recently formed that most thought wouldn't happen. The
entity is the Tennessee Bone Marrow Transplant Institute. We merged
University of Tennessee, Methodist and Baptist bone marrow
transplant practices into a single entity so we could merge the three
and substantially capture the bone marrow transplant market in
Tennessee. This has major advantages and we are hoping to be able
to take our bone marrow transplant program to the same level as our
                              28
      solid organ transplantation program. For those that don't know,
      UTHSC Methodist Solid Organ Transplantation Program is one of the
      top 10 in the United Sates in terms of volume.

      The University of Tennessee's Primary Care Demonstration Project is
      under the direction of Dr. Ken Brown. As you know, there are going to
      be huge changes to national healthcare policy and we are hoping we
      have the adequate number of healthcare primary physicians, primary
      nurses and primary pharmacists in training. We currently do that in a
      diSjointed fashion. This demonstration project will allow us to construct
      a building and to develop an integrated practice with a hospital partner
      that will allow us to serve as a learning practice laboratory right on our
      campus. Dr. Ken Brown has done the financials with a third party and
      they look favorable and anticipate being ready to go in a short amount
      oftime.

      The last practice plan that is actively now underway is the UTHSC
      Erlanger Practice Plan that consolidates the Erlanger practice at the
      UT Chattanooga campus. This plan has been slowed down because
      of issues within the Erlanger system and will report on that in detail
      when we go before their Subcommittee to look for solutions to get this
      back on track.

      We are actively in discussions with our large adult specialty practice in
      Memphis. There are several suitors and are looking aggressively there
      to align strategies in terms of what is in the best interest of the
      University of Tennessee. What we know for certain that in three years
      UTHSC will not look anything like it looks today. It will be a very
      different organization and that will be good financially. We will look
      more like the competition. That is where we stand.

      Dr. Ken Brown will form the Health Science Center's Advisory
      Committee this summer for its inaugural meeting.

XXIII. Other Business-Chair Talbott asked if anyone had any other
       business to discuss: none was noted.

XXIV. Adjournment-The meeting was adjourned at approximately 2:45
      p.m. EDT.



                                     Charles M. Peccolo
                                     Treasurer and Chief Investment Officer!
                                     Acting Chief Financial Officer




                                    29
                                           BOARD OF TRUSTEES
                                      THE UNIVERSITY OF TENNESSEE

                         ADVANCEMENT AND PUBLIC AFFAIRS COMMITTEE


1:15 a.m. EDT                                                                     Room 223-225
Thursday                                                                          University Center
October 21, 2010                                                                  Knoxville, Tennessee

                                                        AGENDA

    I.   Call to Order

   II.   Roll Call

  III.   Approval of Minutes of Last Meeting (behind agenda)

 IV.     Opening Remarks by Committee Chair

  V.     Update on Federal, State, and Media Relations-Information ....................... Tab 8

 VI.     Approval of Annual Report to the General Assembly-Consent .................. Tab 9

VII.     Campaign for Tennessee Update-Information

VIII.    Approval of Revisions to the Policy on Naming Facilities and Other
         Assets-Consent ........................................................................................ Tab 10

 IX.     Foundations Study Committee Report and Recommendations ................... Tab 11

  X.     Approval of Affiliation and Services Agreement with UT Foundation, Inc.... Tab 11

 XI.     Other Business

XII.     Adjournment
       MINUTES OF THE ADVANCEMENT AND PUBLIC AFFAIRS COMMITTEE
                           BOARD OF TRUSTEES
                      THE UNIVERSITY OF TENNESSEE
                               June 23,2010
                            Knoxville, Tennessee

The Advancement and Public Affairs Committee of the Board of Trustees of The University of
Tennessee met at 10:30 a.m. on June 23,2010 in room 156-157 of the Plant Biotech Building on
the Ag Campus ofUT Knoxville, Tennessee.

I.      CALL TO ORDER

        Chair George Cates called the meeting to order.

II.     ROLL CALL

        The Chair called the roll of committee members. Those present were:

        Mr. George Cates, Chair
        Mr. Charles Anderson
        Ms. Monice Hagler
        Mr. James Murphy
        Dr. Jan Simek
        Mr. Karl Schledwitz
        Mr. Charles Wharton

III.    APPROVAL OF MINUTES OF LAST MEETING

        The Chair referred the Committee to the minutes from the February 26,2010 meeting of
        the committee. A motion to approve the minutes was duly made, seconded and
        unanimously approved.

IV.     WELCOME AND OPENING REMARKS BY COMMITTEE CHAIR

        Chair Cates welcomed everyone to the meeting and thanked them for their attendance.
        He then commended everyone involved in the completion of the $1 billion campaign.

V.      UPDATE ON FEDERAL, STATE, AND MEDIA RELATIONS

        Hank Dye, Vice President of Public and Government Relations, started his presentation
        by discussing the Federal Relations report in the board notebook. We are working this
        summer to develop an expanded strategy to cope with a lot of the new things that are
        happening in Washington, D.C. In State Relations news, Hank encouraged the group to
        check out the State Relations web page where you can see the end of the legislative
        session final report. Hank then introduced Gina Stafford, Assistant Vice President and
        Director of Communications, to discuss the Presidential Search Communications. Gina
        discussed the process of public notice and releases, internal communication and the
        Presidential Search website. Ms. Stafford then discussed the time line and the notices that
                                                                                            th
       must go along with all of that. The Presidential Search website goes live on June 28 and
       the group received a preview ofthe site.

       Ann Holt Blackburn asked if the webcasts would be archived and yes, they will be
       archived for future viewing.

VI.    RESOLUTION HONORING HENRY NEMCIK

       Dr. Simek rendered a Resolution on behalf of the university and the Board of Trustees
       honoring Henry Nemcik. Mr. Nemcik has given five years of exemplary service at the
       University of Tennessee. During this time, he made changes in how the university does
       business. By building upon an already strong foundation, he moved the development and
       alumni affairs program forward. Dr. Simek proceeded to read the resolution. Mr.
       Nemcik appreciated and thanked Dr. Simek and the Board.

       A motion to approve the Resolution was duly made, seconded and unanimously
       approved.

VII.   REPORT OF THE DEVELOPMENT COUNCIL

       Janet McKinley, Vice Chair of the UT Development Council gave an update on the
       Council activities. Ms. McKinley is serving with Sylvia Moore, Chair of the Council
       along with Kenny Blackburn who is serving as the other Vice Chair.

       Over the years the University of Tennessee has been very fortunate to have had an
       outstanding volunteer leadership group in the form of the Development Council. Since
       1955 over 600 people have served on the council. In order to provide a meaningful way
       for former members to remain connected to the University without the full
       responsibilities of Council members, a new classification of membership has been
       approved and is called the Sustaining Members Program. This new classification will
       provide a more effective way for former members to remain engaged and help ensure that
       UT does not lose some of its most dedicated volunteers. These members will meet the
       active member criteria in terms of giving. Pay $250 annually

       Mc. McKinley gave an update on the Development Council campaign giving as follows:
          • Current members have contributed over $61 million (6% of campaign total).
          • Former members have contributed over $162 million (16% of campaign total).
          • Current + former combined account for over $223million (22% of campaign total).

       In the spring, the Council went to Memphis for their meeting at the Health Science
       Center. Over 40 members were in attendance. Several programs were highlighted.

       If you look over the few years, the Council wants to focus on more development, Council
       education and council engagement.
VIII. REPORT OF THE UT ALUMNI ASSOCIATION

    Mr. Dan Brown is proud to represent the 300,000 alumni as President of the UT Alumni
    Association (UTAA). The UTAA is one of the oldest alumni associations in the country.
    Over 170 years old. Working with the state legislature has been something the UT AA
    has always done and continued to do. The UTAA is a dependent Association. All
    funding comes from the UT system (money is not raised outside). You can count on one
    hand the number of dependent alumni associations in the United States. The reason this
    Association has been able to do this is because of the foresight of past presidents.

    The UTAA has never had a written strategic plan. Three to four years ago it was decided
    that the UTAA needed to develop a strategic plan. Working with Henry Nemcik, a plan
    was developed for the UT AA to implement and had the support from the UT President.
    The process began with a Strategic Planning Committee. This Committee included: Dan
    Brown who serves as UTAA president, Spruell Driver (former UTAA president) serves
    on the Committee as the UT Board of Trustee representative, Linda Davidson serves as a
    representative for UTK, Dr. Joe Johnson serves as past UT President. The NAPA Group,
    a consulting firm from California was then hired. This firm has worked with numerous
    universities including Oregon, Ohio State, and Rutgers. The UT AA came up with their
    own questionnaire and used questions that would be used to compare with the other 135
    universities represented by NAPA for best practices. The questionnaire was sent out to
    approx 165,000 alumni specifically for the campus they attended so the information
    received could be combined. It was further expanded with work groups, with the
    campuses, and the chancellors. The Committee has written what they feel is a good
    strategic plan for the UT AA. The UTAA Board of Governors will meet this Friday and
    Saturday and will vote on this Strategic Plan. It is also posted on the website.

    The five strategic goals of the plan are:
    1.      Build and sustain lifetime relationships with alumni.
    2.      Develop institutional advocacy and new investment to optimize centralized
            information management systems.
    3.      Leverage existing communications resources and collaborations.
    4.      Realize strong advocacy for the UT system of higher education in Tennessee
            through influential legislative relations program.
    5.      Develop an Association financial model.

    Mr. Cates asked what percentage ofUT alumni give. Mr. Brown said that any given year
    35% of alums give. One of the things discovered during this strategic plan process is that
    those that give a seven-figure gift are more likely to have given at least 10 times in the
    past. Mr. Brown stated the UTAA will do two things; make it operational and will
    reduce the size of its Board of Governors. That number has not been decided. The terms
    will be longer and individuals will be added to the Board based on their talents. The
    campuses will be represented.

     The key success indicator for the Strategic Plan over the next five years will be:
     • Greater alumni involvement in the University and the UTAA
     • More engage young alumni
      •   A larger force of active alumni volunteers
      •   Increased revenues from affinity programs and partnerships and other self-funding
          mechanisms
      •   Accurate and accessible databases
      •   Higher levels of alumni financial support to the institution

IX.   CAMPAIGN UPDATE

      It is with great pride that Henry Nemcik announces that as of today, $1,034,000,000 has
      been raised towards The Campaign/or Tennessee. This is the University of Tennessee's
      campaign and everyone in this room played a role. Mr. Nemcik is excited about this
      campaign being so successful in a five-year period and he knows that Scott Rabenold will
      provide great leadership in the future for the next campaign.

      Mr. Nemcik reviewed where we were and where we are now. In order to effectuate a
      campaign, you have to have some organizational structure. The database has to be
      effective and development and alumni affairs has done a variety of things over the years
      to ensure this was done. Data collection has been one of the priorities. As a result, when
      we do a mailing or anything else, we do it bye-mail when we can. Our addresses are
      more accurate, but again, it does not happen in one office. Every development and
      alumni person in this room is working every day to make sure your data is up to date so
      that when we do some type of mailing or communication, we are more effective.

      We have prospect screenings that are done (we have five years worth of prospect
      screenings at this point). An example would be if a donor buys a place in Santa Fey,
      development staff will know about it.

      We have had phenomenal luck with our Database Health Report. Written policies and
      procedures have been implemented. Written proposals have been introduced so it is clear
      and articulate what we are asking for. Performance metrics are a standard in what
      development staff is doing today. It helps manage the staff more effectively. Mr.
      Nemcik believes the development and alumni affairs staff is actually the most
      comprehensively reviewed group within the University of Tennessee today. Every month
      you see our performance. Every month you see the number of visits made by
      development officers. We are a very comprehensive and aggressive group in regard to
      being productive. That is where the future is today because you cannot spend time with
      alumni unless we are trying to be productive to benefit the University.

      Then, of course, we have tried to do some return on investment analysis to benchmark
      ourselves against other institutions.

      Mr. Nemcik showed an example of a travel report from the Health Science Center.
      Travel had not been benchmarked before. This is just one of the things we have put into
      play. Unless you are traveling 40% of the time as a development officer, you are not
      being as effective as you need to be. It is important that the chancellors make sure they
      are focusing their development staff on traveling and not internal projects that take them
      away from their primary mission of fundraising.
Our trend in e-mail addresses is astounding. This is our database health report. We have
managed to ramp that up over the years and we are very proud of it. However, it is an
everyday working project and we have to keep on top of it.

Campaign planning is essential. We have tremendous volunteer leadership and our
campaign plan is very comprehensive. Each campaign leader has a role and each person
has a job description for that role.

Written campaign plan and campaign publications. Some members of this Board actually
(Charles Wharton was one of the members) help set the campaign counting policy that
was approved early on. That is how we managed the campaign. And obviously, the
campaign launch event which we held when we went live with the campaign. So Mr.
Nemcik thinks the launch event set a new tone at the University for how the University
recognizes people and how to involve people and is sure that will continue.

Mr. Nemcik showed an example of the Campaign Expectancy Report. This actually
surprised him but the blue line (expected) was done five years ago. The purple lines
(actual) are what we achieved. So, the cycle of what was going to happen in the
campaign was forecasted and that is where we are today. Our incentive compensation
program is also predicated on exceeding each one of those benchmarks on an annualized
basis. He is particularly proud of that it shows great planning and it shows with great
focus each year, the whole team comes together to try to achieve those goals and exceed
each one of those.

The Table of Gifts Chart was blank five years ago. The first column shows the
anticipated number of gifts needed to reach $1 billion. The second column is the number
of gifts actually received in those categories. This is something else he is particularly
proud of. It was a good forecast and the generous support of all our alumni is nothing
short of staggering.

This has been a remarkable campaign. It started with the Trustees coming together with
100% participation as it related to making gifts towards this campaign. Without that
momentum and the support from the Board, this never would have been possible. He
appreciates the Board as a leadership group and he has watched it transition from a
passive Board to a more engaged board and it is a wonderful view of the amount of focus
and energy there is from you volunteers

Mr. Nemcik did want to reiterate that there are only 36 universities in the nation who
have completed a $1 billion campaign. There are 22 currently conducting a $1 billion
campaign. So the University of Tennessee is joining an elite group and he appreciates the
opportunity to provide leadership over the last five years.

Henry thanks the Board for his resolution. He thanks the Board, the development and
alumni affairs staff, alumni and friends for everything.
X.   ANNUAL REPORT OF THE UC FOUNDATION

     Mr. Bob Lyon, Vice Chancellor of University Advancement and UC Foundation Liaison
     gave the annual report for the UC Foundation.

     Finances
        • Since the UC Foundation inception, it has provided $84.9 million to UTC. The
           Foundation's total net assets have grown from $6.8 million in 1968 to $96.7
           million as of December 31, 2009.
        • Total revenues thru February 28,2010, including realized and unrealized gain or
           loss on investment totaled over $2 million versus $5.5 million for the same period
           last year.
        • The Founadtion currently has 38 professorship programs supporting UTC faculty.
        • There are 225 different scholarship programs supporting approximately 1,004
           students annually. Last yaer, the numbers were 168 programs supporting 825
           students.
        • Contributions received thru February 28, 2010 for the current fiscal year equal
           $1,220,676 versus $3,218,958 for the same period last year, and $1,513,979 for
           the year before.
        • Foundation giving represents only a portion of total give to UTC. A significant
           portion of gifts bypass the Foundation and flow directly to the Univeristy.
           Foundation and Univeristy cumulative gifts and pledges for fiscal year 2010 thru
           May 9, 2010 total $12,557,151 compared to $12,900,820 for the same period last
           year.

     Real Estate
        • Campus Development Foundation, Inc., a subsidiary of the UF Foundation, owns
           Probasco South, a 1645 bed student housing complex. Approximately 50 beds
           will be added for FY20 11, converting selected large bedrooms from single to
           double occupancy.
               o Revenue during the FY2010 is projected at approximately $9.7 million.
               o Occupancy for fall 2009 was 100% - spring 2010 was 97%
               o Projection for fall 2010 show 100% occupancy and spring 2010 is
                   estimated at 95%
               o Bond and interest payments will be covered int eh current yaer (FY2010)
                   as well as allocations to the repair and replacement funds and covering of
                   all operating expenses.
               o As of April 30, 2010, all debt service requirements have been met with
                   current revenue of $9,494,423. no contribution from the UC Foundation
                   will be required at year-end July 31, 2010
               o Based on budget developed by UTC Housing Director and Accounting
                   Manager, revenue for FY2011 is projected at $9.7 million.
               o FY 2011 projections show the project revenue will be adequate to meet
                   both bond principle and interest payments as well as debt services ratio
                   during 2011 without further contribution from the Foundation.
               o The lawsuit reported last year has been settled
      Investment Activity
         • Performance of the total portfolio for the trailing year ending December 31, 2009
            was a positive 27.1%.
         • Solid performance from the fund's long only equity mangers (both domestic and
            international) drove performance over the past year.
         • The Fund advanced another 3.0% in the first quarter to finish at $87.4 million in
            total assets.

      Other Items
         • The UC Foundation has not received any gifts that would place a financial
            liability on the University.

XI.   ANNUAL REPORT OF THE UT FOUNDATION

      Andrea Loughry, Chair of the UT Foundation, Inc. called the Board's attention to the fact
      the Foundation is only nine years old. It is the first time that all of the founding members
      will have rotated off of the Board on June 30, 2010. The founding Board members are:
      Jim Haslam, Clayton McWhorter, Ben Kimbrough, Senator Lamar Alexander, Eli Fly,
      Bill Sansom, Jim Ayers, Senator Howard Baker, Governor Ned McWherter, Bill Stokely.

      Jim Ayers, Sharon Pryse and Bill Stokely are rotating off the Board at the end of this
      month. The new Board members are:

             William "Bill" L. Blankenship a/Sandestin, Florida
             Ronald "Ron" L. Turner a/Wayzata, Minnesota
             M Steven (Steve) Morris 0/ Franklin, Tennessee

      You heard today from Janet McKinley, Dan Brown, and Bob Lyon, how all of our
      advocacy groups are interested in working together to face the challenges of the
      University of Tennessee and all of higher education given the fact that donor dollars are
      going to have to become a much larger part of that formula we have in funding higher
      education in East Tennessee. The University really has a challenge. The Foundation is
      sort of the vehicle for this, but all of the lay leadership groups are committed to working
      together to meet this challenge. Ms. Loughry invites the Advancement and Public
      Affairs Committee, as the governing vehicle for our whole enterprise, to look at ways of
      establishing more firmly our partnership in terms of dealing with the private dollar
      financial piece of this enterprise. We are on the cusp of a culture change and it is
      exciting to be a part of that.

      Mr. Nemcik reiterated that the Foundation has gone from $20 million to $240 million in
      assets in the past five years (current, pledged and trusts).

      It is with great honor that Mr. Nemcik announces the recipients of the UT Foundation,
      Inc. Board of Directors Award. The Board of Directors Award is a highly prestigious
      award which recognizes outstanding achievements by Development and
      Alumni Affairs staff in applying creative concepts to improving performance, advancing
      fund-raising efforts and promoting a better understanding of the university-wide major
      gift fundraising activities and asset management services of the UT Foundation, Inc. The
      objective of the Board of Directors Award is to promote, encourage and recognize
       employee efforts and provide public recognition for outstanding achievements. Mr.
       Nemcik considers each of these friends. This award does come with a $1,000 stipend.
       The 2010 recipients are:

       Ms.   Pat Branam, Associate Vice Chancellor for Development, UTC
       Ms.   Haylee Marshall, Assistant Director ofAlumni Programs/Chapters, UTAA
       Ms.   Chandra Harris-McCray, Assistant Director of Development Communications
       Mr.   David York, Senior IT Technologist, Advancement Services

       Haylee Marshall was in attendance. She said it is an honor to have the opportunity to
       thank the Foundation Board for this award. Each day, she has the privilege to work for
       the University of Tennessee. Not very many people are able to love their job. She gets to
       travel, met great alumni who are as passionate and excited about the University as she is.
       Therefore, to be told that she is doing a good job means everything. Not only is she able
       to love her job, she knows she is on the right career path and that she is doing what she is
       supposed to be doing and enjoying it. Being in higher education does not necessarily
       have the financial incentives as other industries, so to be able to receive this award with
       the financial incentive means so much to her.

       Pat Branum was also in attendance. She wanted to say thank you. She is a Tennessee
       native who was transplanted to the north for about 40 years. It was a great honor for her
       to be able to return to work at UTC and serve the University of Tennessee. Timing is
       everything. It was stunning, literally, to receive a letter telling her that she would be
       recognized for her performance as a fundraiser at UTC and means the world to her.

XII.   APPROVAL OF THE NAMING OF THE UT MARTIN ALUMNI CENTER

       On behalf ofthe University of Tennessee at Martin, Dr. Simek asked the Board's
       approval to name the Alumni Center located on the UT Martin campus the Nick and
       Cathy Dunagan Alumni Center in honor of Dr. and Mrs. Nick Dunagan, both alumni and
       Chancellor Emeritus and former first lady of the University of Tennessee at Martin. Dr.
       Dunagan began at UT Martin in 1873 as director of development. He also served as
       executive vice chancellor, vice chancellor for development and administration and vice
       chancellor for student affairs. Dr. Dunagan was named UT Martin's eighth chancellor in
       April 2001. This is appropriate recognition of their distinguished service to the
       University of Tennessee.

       A motion was made, seconded and the Committee unanimously approved.

XIII. APPROVAL OF THE NAMING OF THE CENTER FOR ENTREPRENEURSHIP
      AND INNOVATION AT UT KNOXVILLE

       On behalf of the University of Tennessee, Knoxville, Dr. Simek asked the Board's
       approval to name the Center for Entrepreneurship & Innovation in honor of Charlie and
       Moll Anderson. The Anderson Center for Entrepreneurship & Innovation will develop
       student skills, cerate experiential learning opportunities provide mentoring and
       experienced staff and successful entrepreneurs and help student build connections for
       long term success. The Anderson Center for Entrepreneurship & Innovation will propel
       regional growth by deVeloping entrepreneurial talent who will create value by starting
    businesses or continuing to the success of existing technology driven businesses. Their
    recent commitment to The Campaign for Tennessee pushed the campaign over the $1
    billion goal. By recognizing their contribution in this way is befitting their generosity
    and leadership of the University of Tennessee.

    A motion was made, seconded and the Committee unanimously approved.

XIV. ANNUAL REPORT OF THE NAMING OF INTERIOR SPACES AND GROUNDS

    Mr. Nemcik presented the annual report of interior/grounds spaces named on the campuses/sites
    to the Committee. The following is the report as received by each campus/unit:

    Campus/Unit                    Naming of Facility (Interior/Grounds) 2009 - 2010

    Institute ofAgriculture        College of Veterinary Medicine
                                   Within the John & Ann Tickle Small Animal Hospital
                                           Asian Intensive Care Unit
                                           Nestle-Purina Nutrition Center
                                   Beall Family Rose Garden

    UT Chattanooga                 None to report

    UT Knoxville                   College of Communication & Information
                                           Scripps Convergence Lab
                                           BB&TIMartha S. Wallen Classroom

                                   College of Business - Haslam Business Building
                                           Bridgestone Americas Team Room
                                           Len Berlik Team Room
                                           Crafton Family Terrace
                                           Brian & Heather Foley Classroom
                                           Pilot Conference Room
                                           Rogers Classroom

    UT Knoxville Athletics         Pratt Pavilion: Chris Lofton Recruiting Lounge
                                   Lindsey Nelson Stadium
                                            Mark E. Smith Equipment Room
                                            The Dungeon Weight Room
                                            The 2001 World Series Team Video Room
                                   Neyland Stadium: Stokely Family Media Center

    UT Health Science Center       None to report

    UT Martin                      Kelly Murray Investment Management Room
                                   Steven E. Rogers Media Center
                                   Kathleen Elam Multipurpose Room
                                   1. Houston Gordon Museum
                                   Dorotha Norton Classroom
xv.   OTHER BUSINESS

      Mr. Cates stated this is a time of great success but we need to continue to advance. We
      have heard about how that will be accomplished. He never wants to miss an opportunity
      to say the University must find ways to make a deeper investment in development.
      Development is the financial future. Without a robust development effort (we sure have
      one that we celebrated today) the University will not move ahead. The University must
      find ways to nurture and increase the investment in its development. The numbers are
      great, the money spent there really comes home and brings home great rewards but the
      University does not invest enough in development relative to the need. This needs to be
      done if the University is really going to move forward at an accelerated pace and it is
      more critical by the day.

      On behalf of the Board, Mr. Cates would once again thank the campaign co-chairs, Jim
      and Natalie Haslam, Brenda Lawson, the development and alumni staff, and the
      academic leadership whose efforts have driven this campaign to success more than 18
      months ahead of schedule. He would like to thank the Board of Trustees, for 100%
      participation and the University cannot thank Charlie and Moll Anderson enough for
      putting us over the top. We must recognize Clayton McWhorter and Andrea Loughry,
      Don Stansberry, John Thornton who led the effort to encourage the Trustees to make the
      investment in this campaign. Mr. Cates also thanks the Board of Trustees as leaders of
      the University. The Board needs to lead the way in private giving, which we have done
      so thanks to each one for having done that and the fun is just beginning. Get ready to
      gear up for the next round.

      We thank Henry Nemcik for ajob very well done and we look forward to working with
      Scott Rabenold and his crew in reaching new heights.

XVI. ADJOURNMENT

      With no other business stated, the meeting was adjourned.




                                                                    George E. Cates, Chair
                                                  Advancement and Public Affairs Committee
                                         BOARD OF TRUSTEES
                                    THE UNIVERSITY OF TENNESSEE

                 ACADEMIC AFFAIRS AND STUDENT SUCCESS COMMITIEE


 3: 15 p.m. EDT                                                                  Shiloh Room
 Thursday                                                                        University Center
 October 21,2010                                                                 Knoxville, Tennessee

                                                      AGENDA

    I.   Call to Order

   II.   Roll Call

  III.   Approval of Minutes of Last Meeting (behind agenda)

 IV.     Opening Remarks by Committee Chair

  v.     Approval of Program of Study Leading to the Degree of Ph.D. in
         Energy Science and Engineering (UT Knoxville)-Consent ..................... Tab 12

 VI.     Approval of Additional Signatures on University of Tennessee
         Diplomas-Consent. ................................................................................... Tab 13

VII.     Approval of Centennial Diploma for UTHSC-Consent .............................. Tab 13

VIII.    Report on Academic Program Approvals and Terminations-Information ... Tab 14

 IX.     Status Report on Universal Transfer Paths in Compliance with the
         Complete College Tennessee Act of 201 O-Information ............................. Tab 15

  X.     Overview of Accreditation by the Southern Association of Colleges
         and Schools-Information ........................................................................... Tab 16

 XI.     Other Business

XII.     Adjournment
       MINUTES OF THE ACADEMIC AFFAIRS AND STUDENT SUCCESS COMMITIEE
                             BOARD OF TRUSTEES

                               THE UNIVERSITY OF TENNESSEE

                                        June 24, 2010
                                     Knoxville, Tennessee

The Academic Affairs and Student Success Committee of the Board of Trustees of the
University of Tennessee met at 8:30 a.m. EDT, Thursday, June 24, 2010, in the Plant
Biotech Building on the Institute of Agriculture campus, Knoxville, TN.

I.      CALL TO ORDER

Mr. Spruell Driver, Chair of the Committee, called the meeting to order and welcomed
everyone to the meeting.

II.     ROLL CALL

Dr. Bonnie Yegidis called the roll, and the following voting members were present:
                               Mr. Spruell Driver
                               Ms. Anne Holt Blackburn
                               Mr. John Foy
                               Dr. Karen Johnson
                               Mr. James Murphy
                               Mr. Karl Schledwitz
                               Ms. Betty Ann Tanner
                               Mr. Sumeet Viakunth
                               Dr. Bonnie Yegidis

The following non-voting members were also present:
                           Mr. Michel Akiki
                           Dr. Toby Boulet
                            Mr. Andrew Clark
                           Mr. Tommy Jervis
                           Mr. Andrew Morse
                           Dr. Richard Nollan
                            Dr. Rich Rhoda
                            President Jan Simek
                           Dr. Jenna Wright

Additional Trustees present:


Academic Affairs and Student Success Committee
Board of Trustees
June 24, 2010                                                                        Page 1
                                 Mr. Charles Anderson
                                 Mr. George Cates
                                 Mr. Crawford Gallimore
                                 Ms. Monice Hagler
                                 Ms. Andrea Loughry
                                 Mr. Don Stansberry, Jr.
                                 Mr. Robert Talbott
                                 Mr. Charles Wharton

Dr. Yegidis announced a quorum was present.

III.    APPROVAL OF MINUTES OF LAST MEETING

The Chair called for any corrections or additions to the minutes of the February 26, 2010
meeting. There were none. A motion for approval was made by Trustee Foy, seconded
by Trustee Blackburn, and they were approved.

IV.     OPENING REMARKS BY COMMITTEE CHAIR

Chairman Driver made a few opening remarks. While this is a meeting held in the
public, it is a meeting with an agenda.        Chairman Driver asked that sidebar
conversations be kept to a minimum, cell phones and other electronic devices be put on
silence mode, and that he will only be recognizing members of the committee, other
trustees, members of the senior staff, and those who are presenting agenda items at
today's meeting.

V.      APPROVAL OF ACADEMIC PROGRAM CONSOLICATIONS (UTe)

Dr. Yegidis provided an overview of the proposed program consolidations in
undergraduate degree programs in education at UTe.          Consolidation of the BS in
Foreign Language Education, BA in Theatre Education, BS in Secondary Mathematics, BS
in Secondary Natural Sciences, and the BS/BM in Music Education is recommended. Dr.
Yegidis stated that while there are no immediate cost savings anticipated at the
beginning of the consolidation process, it is expected that costs will be reduced over
time through increased curriculum streamlining and faculty attrition. Provost Oldham
provided further information on the proposed consolidations.

A motion for approval was made by Trustee Foy, seconded by Trustee Tanner, and
motion was approved unanimously.

VI.     APPROVAL OF DNP PROGRAM AT UTC



Academic Affairs and Student Success Committee
Board of Trustees
June 24, 2010                                                                      Page 2
Dr. Yegidis provided an overview of the full curriculum proposal for the development of
the Doctorate of Nursing Practice degree at UTe. The new degree program is being
created because the national accrediting body for Colleges of Nursing, the American
Association of Colleges of Nursing has declared the educational preparation of advanced
practice nurses be set at the doctoral level beginning in 2015. The proposal to create a
DNP at UTK is the next item on this agenda as well.

At UTC, the Master of Science in Nursing will phase out completely and be replaced by
the DNP. Existing resources are in place to begin the DNP program in 2010-2011. The
UT campuses (UTe and UTK) participated with one TBR institution, East Tennessee State
University, in a collaborative external review of the three DNP program proposals. The
external consultant's report is part of the curriculum documents and was favorable for
both UTe and UTK.

Discussion on this item included concerns about duplication of degrees in the state and
the extent to which the DNP will be offered online.

A motion for approval was made by Trustee Foy, seconded by Trustee Johnson and
approved unanimously.

VII.    APPROVAL OF DNP PROGRAM AT UTK

Dr. Yegidis provided information on the proposal for the development of the Doctorate
of Nursing Practice degree at UTK. She explained that there is some interest in
maintaining the MSN in non clinical practice areas at UTK, but phaSing out the MSN for
clinical specialties. Existing resources are in place to begin the DNP program in 2010-
2011.

There being no discussion, Chairman Driver called for a motion. A motion for approval
of the proposal was made by Trustee Blackburn, seconded by Trustee Tanner, and
carried unanimously.

VIII.   APPROVAL OF CREATION OF THE DEPARTMENT OF PUBLIC HEALTH AT UTK

Dr. Yegidis provided an overview of the proposal to create the Department of Public
Health at UTK. The proprosal will reconstitute the programs in Public Health, an existing
academic unit currently housed within the Department of Nutrition, as a Department of
Public Health effective July 1, 2010. Establishing this department will require no
additional costs at the present time and will bring the programs into better alignment
with accreditation standards.



Academic Affairs and Student Success Committee
Board of Trustees
June 24, 2010                                                                      Page 3
Dr. Bob Rider, Dean of the College of Education, Health and Human Sciences, further
discussed that the establishment of the Department of Public Health compliments the
strategic plan of the College of Education, Health and Human Sciences. The College has
reallocated resources so that this is a revenue neutral change. In addition, the
Department of Public Health has the potential to attract outside resources.

A motion for approval was made by Trustee Schledwitz, seconded by Trustee Johnson,
and the motion was approved unanimously.

IX.     APPROVAL OF REVISED VISION AND MISSION STATEMENT FOR UTIA

Dr. Yegidis presented the revised vision and mission statements for UTIA. In accordance
with The Principles for Accreditation: Foundations for Quality Enhancement as defined
by the Southern Association of Colleges and Schools Commission on Colleges, each
institution is mandated to periodically review its Mission Statement to ensure that the
statement is current and comprehensive and serves as an accurate guide for the
institution's operations.

Vice President Joe DiPietro further explained that revision of the mission statement has
had wide input from faculty and staff and is a broader statement than previous versions.

Chairman Driver asked that the third paragraph of the mission statement be revised to
state: "As it pursues all activities in support of its mission, the UT Institute of Agriculture
is committed to civil rights, equal employment opportunity and affirmative action which
contribute to cultural and ethnic diversity."

A motion for approval, pending this change, was made by Trustee Schledwitz, seconded
by Trustee Foy, and approved unanimously.

x.      APPROVAL OF A RESOLUTION AFFIRMING COMMITMENT TO THE CONTINUED
        SUCCESS OF THE FRANK H. MCCLUNG MUSEUM

Chairman Driver introduced this item and explained that this Board, in accordance with
the standards of the American Association of Museums, is asked to reaffirm support of
the Frank H. McClung Museum at UTK. Dr. Yegidis stated that McClung Museum
provides a rich intellectual and educational resource to students, faculty, and members
of the broader community. The museum and its collections provide over 45,000 visitors
annually with rich archaeological, historical, and cultural information and UTK has
consistently provided financial support to the museum.

A motion for approval was made by Trustee Murphy, seconded by Trustee Tanner, and
approved unanimously.


Academic Affairs and Student Success Committee
Board of Trustees
June 24, 2010                                                                            Page 4
XI.     APPROVAL OF TENURE RECOMMENDATIONS

Chairman Driver introduced the approval of tenure recommendations. Dr. Yegidis
referenced the information on the tenure process at the University of Tennessee as well
as the names of faculty being recommended for tenure.

There being no discussion, Chairman Driver called for a motion. A motion for approval
of the proposal was made by Trustee Schledwitz, seconded by Trustee Murphy, and
carried unanimously.

XII.    APPROVAL OF THE COMPREHENSIVE LISTING OF ACADEMIC PROGRAMS

Chairman Driver introduced the approval of the comprehensive list of academic
programs. The Office of the Vice President for Academic Affairs and Student Success
works with THEC to keep an accurate inventory of the academic program offerings at all
UT campuses.

A motion for approval was made by Trustee Schledwitz with the concern that the
comprehensive list does not illustrate changes made from year to year. President Simek
noted that a master list of program additions and deletions was inadvertently left out of
the Board materials and will be provided to the Board at a later date. The motion for
approval was seconded by Trustee Murphy, and approved unanimously.

XIII.   AUTHORIZATION TO CONFER DEGREES

Chairman Driver stated each year at this time, the UT administration requests that the
Board delegate to the president, chancellors, and other university officials designated by
the president the authority to confer degrees at commencements held at any time
during the academic year.

A motion for approval was made by Trustee Foy, seconded by Trustee Johnson, and
approved unanimously.

XIV.    INTRODUCTION TO THE NATIONAL SURVEY OF STUDENT ENGAGEMENT

Chairman Driver stated that at the October meeting of the Board, we provided a
comprehensive overview of several different performance measures for our campuses,
including campus and system scorecards, EEF measures, US News and World Report
ran kings, and College Results Online. As a follow up to that overview, Dr. Todd Diacon,
Executive Director for Academic Assessment and Program Support, will introduce the



Academic Affairs and Student Success Committee
Board of Trustees
June 24, 2010                                                                       Page 5
National Survey of Student Engagement (NSSE) at this time.             UTC will present
information on their use of data from this instrument.

Dr. Diacon provided an overview of NSSE and the valuable information it provides our
undergraduate campuses about student engagement and success. In 2005, THEC
mandated that all UT schools administer NSSE at least twice within a five year period of
time. The survey is given to first year students and to seniors and provides a measure of
the quality and quantity of student interactions with other students, faculty, advisors
and campus administrators. NSSE evaluates the following factors of a student's
experience: level of academic challenge; active and collaborative learning; student
faculty interactions; supportive campus environment; and enriching educational
experiences. Three summary questions ask students about the quality of advising, their
overall impression of their education, and whether or not they would choose the same
school if they had it to do all over again.

Discussion on this item included questions about sample size, response rate, and
reliability of data. Dr. Diacon explained that our campuses have increased the response
rate, which is 20-30%, the average response rate for institutions participating in NSSE.
NSSE collects the data and packages individual campus reports.

Provost Oldham provided a brief overview of UTe's NSSE data and changes that have
been made due to NSSE findings.

xv.     UPDATE ON CLOSURE OF THE MSW LOCATION IN MEMPHIS


Provost Martin provided an update on the closure of the MSW location in Memphis.
The UTK and University of Memphis transition team has taken many steps to facilitate
this transition. The transition plan calls for the University of Memphis offering the
MSSW degree effective Fall 2011 and the UTK College of Social Work Memphis location
closing May 2011. This plan ensures that a master's in social work program will be
available to the Memphis community and that there will be no gaps in social work
education in West Tennessee.

Dr. Martin stated that only a small cohort of students will be finishing their course of
studies academic year 2010-11- graduating May 2011. Three faculty located in
Memphis are reassigned to Nashville or Knoxville for the 2010-11 academic year. Dr.
Theora Evans and Mr. Scott Burcham will remain at the Memphis location through May
2011. Dr. Evans has already made arrangements for faculty to teach all of the required
classes in Memphis to ensure on-time graduation. There is no plan to utilize on-line
instruction unless a student makes a request to enroll in an on-line course due to
individual circumstances. The offices and classrooms will remain open and be staffed



Academic Affairs and Student Success Committee
Board of Trustees
June 24, 2010                                                                      Page 6
through May 2011. The computer lounge and student lounge will remain intact through
that time and be available to students.

The University of Tennessee College of Social Work will continue its MSSW programs in
Nashville and Knoxville, and its distance education program which spans the state of
Tennessee and surrounding areas. The college is also developing a practice doctorate to
be offered through distance education.

XVI.    OTHER BUSINESS

XVII.   ADJOURNMENT

Chairman Driver adjourned the meeting




                                 Respectfully submitted,



                                 Katherine High
                                 Interim Vice President for Academic Affairs
                                        and Student Success




Academic Affairs and Student Success Committee
Board of Trustees
June 24, 2010                                                                     Page 7
                                              FALL MEETING
                                           BOARD OF TRUSTEES
                                      THE UNIVERSITY OF TENNESSEE

9:00 a.m. EDT                                                                             Hollingsworth Auditorium
Friday                                                                                    Institute of Agriculture
October 22, 2010                                                                          Knoxville, Tennessee


                                               ORDER OF BUSINESS


   I.   Call to Order and Invocation

  II.   Roll Call

 III.   Introductions

 IV.    Approval of Minutes of Last Meeting .............................................................. Tab 1

  V.    President’s Report

 VI.    Action Item from Trusteeship Committee

        A. Bylaw Amendments Concerning the Chief Internal Auditor ...................... Tab 2

VII.    Action Item from Finance and Administration Committee

        A. Approval of UTHSC Pediatric Faculty Practice Plan, Memphis ................ Tab 3

VIII.   Action Items from Advancement and Public Affairs Committee

        A. Foundation Study Committee Report and Recommendations ............... Tab 11

        B. Approval of Affiliation and Services Agreement with
           UT Foundation, Inc. ................................................................................ Tab 11

 IX.    Consent Items

        A. Approval of FY 2010 Annual Flight Operations Report............................. Tab 4

        B. Approval of FY 2011-12 Operating Budget Appropriations Request ........ Tab 5

        C. Approval of FY 2011-12 Capital Outlay and Capital Maintenance
           Projects ..................................................................................................... Tab 6

        D. Approval of FY 2011-12 Revenue/Institutionally Funded Projects............ Tab 6
        E. Approval of UT Martin Master Plan ……………….….back pocket of notebook

        F. Approval of Real Property Transactions ................................................... Tab 7

            1. Property Acquisition, 208 S. Dudley Street (UTHSC)
            2. Grant of Permanent Easements for Cherokee Farm-
               Knoxville Utilities Board (UT Knoxville)
            3. Collins Gift Property, 114 Old Fulton Road (UT Martin)
            4. Property Acquisition in Hornbeak, Tennessee, from Tennessee
               Wildlife Resources Agency

        G. Approval of Annual Report to the General Assembly ............................... Tab 9

        H. Approval of Revisions to the Policy on Naming Facilities and other
           Assets ..................................................................................................... Tab 10

        I. Approval of Program of Study Leading to the Degree of Ph.D. in
           Energy Science and Engineering (UT Knoxville) .................................... Tab 12

        J. Approval of Additional Signatures on University of Tennessee
           Diplomas ................................................................................................. Tab 13

        K. Approval of Centennial Diploma for UTHSC........................................... Tab 13

                                   Recess for Annual Board Photograph

 X.     Election of the President

XI.     Other Business

XII.    Announcements

        November 4, 2010:                      Audit Committee, Nashville

        December 10, 2010:                     Audit Committee, Nashville

        January 21, 2011:                      Executive and Compensation Committee, Nashville

        February 24-25, 2011:                  Winter Meeting, Chattanooga

        All scheduled meetings of the Board and its committees are posted on the Board of
        Trustees website: http://bot.tennessee.edu/

XIII.   Adjournment
                   MINUTES OF THE ANNUAL MEETING
                         BOARD OF TRUSTEES
                    THE UNIVERSITY OF TENNESSEE

                              June 24, 2010

The Annual Meeting of the Board of Trustees of The University of Tennessee
was held at 1 :30 p.m. EDT, Thursday, June 24, 2010 in the Hollingsworth
Auditorium, Ellington Plant Science Building, at The University of Tennessee
Institute of Agriculture in Knoxville, Tennessee.

I.    CALL TO ORDER AND INVOCATION

The Honorable Phil Bredesen, Governor of the State of Tennessee and Chair of
the Board of Trustees, called the meeting to order. Reverend John Unthank,
campus pastor for the Church of God College Connection, offered the
invocation.

II.   ROLL CALL

Secretary Catherine Mizell called the roll, and the following members were
present:

                  Governor Bredesen
                  Charles C. Anderson
                  Anne Holt Blackburn
                  William Y. Carroll
                  George E. Cates
                  Spruell Driver, Jr.
                  John N. Foy
                  D. Crawford Gallimore
                  Monice Moore Hagler
                  James E. Hall
                  Douglas A. Horne
                  Karen C. Johnson
                  Andrea J. Loughry
                  James L. Murphy, III
                  Richard G. Rhoda
                  Karl A. Schledwitz
                  Jan F. Simek
                  Don C. Stansberry
                  Robert S. Talbott

                                                    Page 1, Annual Meeting
                                                         Board of Trustees
                                                            June 24, 2010
                         Betty Ann Tanner
                         Sumeet S. Vaikunth
                         Charles E. Wharton

The Secretary announced the presence of a quorum. Commissioner Givens and
Commissioner Webb were unable to attend the meeting. Members of the
administration, faculty, staff, and media were present. The meeting was also
webcast for the convenience of the University community, the general public, and
the media.

III.      REMARKS BY THE CHAIR

Governor Bredesen noted that the last Board of Trustees meeting he attended
involved extensive discussions of capital maintenance needs, specifically the
renovation of Glocker Hall, and since then the Tennessee government has directed
over a billion dollars to higher education capital maintenance needs for Tennessee,
and The University of Tennessee received a good share of those funds. He stated
that this is a very critical time for the University, and he wanted to speak with the
Board about important upcoming decisions.

Governor Bredesen stated that as he was making his way to this meeting he
received the press release that the University had successfully achieved its $1
billion goal of the Campaign for Tennessee ahead of schedule. He thanked
everyone who participated in that campaign, and recognized Charlie and Moll
Anderson for contributing the final gift to put the campaign over the top. The
Governor stated that having been briefed on the campaign over the years, he is
aware of the hard work and dedication that went into the success of the campaign
from everyone involved. Discussing budget reductions, he noted that UT is in the
same situation as many universities across the country, with the days of going to
the state legislature for more money being long gone and private fundraising being
more and more important in the future.

Addressing the upcoming presidential search, Governor Bredesen said that
selecting the chief executive officer of the University is at the top of the list of
responsibilities of the Board of Trustees. He urged the Trustees to have an
independent way to ensure truly effective background checks on the candidates.

Governor Bredesen then discussed a strategic vision for the University. He stated
that throughout his service as Governor, he has believed that Tennessee absolutely
needs a first-rate research university because there are so many ways it can
benefit the citizens of Tennessee, including economic development. He stated that

       Page 2, Annual Meeting
       Board of Trustees
       June 24, 2010
he believes this goal is well within the reach of the University, but if it is to be
accomplished, the University will need a laser-like focus on the goal, and it will fall
to the Board to keep the rudder straight on this goal. This will mean right sizing
the University, while growing the University, and being selective about what
programs are advanced. He stated that he personally believes the relationship with
ORNL has been an enormous benefit to the University, and the relationship has
taken some significant steps, but the relationship requires constant attention on
the part of the Board and the new President. Governor Bredesen stated that the
new President must have a similar belief in this destiny for the University, which
argues for a particular skill set. To be a great research university, the President
will need to have a functioning and effective relationship with the faculty, and fund
raising will be absolutely critical. Governor Bredesen expressed his belief that
there is a real opportunity now for the University to leap into a leadership position
for Tennessee higher education by offering the state a first-rate research university
that can survive and prosper in the decades ahead. The Trustees and the next
President should focus on making that happen.

The Governor ended his remarks by expressing his appreciation to the Trustees for
their hard work and great stewardship of the University and encouraged them to
building on that for the future.

Governor Bredesen then called on Vice Chair Jim Murphy to chair the remainder of
the meeting. Vice Chair Murphy welcomed Emeriti Presidents Dr. Ed Boling and
Dr. Joe Johnson and introduced Dennis Barden of Witt/Kieffer Executive Search
Firm.

IV.   APPROVAL OF MINUTES OF PRIOR MEETINGS

Trustee Driver moved approval of the minutes of the February 26, 2010 meeting
of the Board of Trustees as presented in the meeting materials. Trustee Talbott
seconded the motion, and the motion carried unanimously.

V.    ADOPTION OF HONORARY RESOLUTIONS

The Vice Chair recognized Trustee Hall to present a Resolution honoring Dr. Verbie
Prevost for her service as Trustee for the past two years (Exhibit 1). Trustee Hall
stated that it was a pleasure to have the opportunity to present this Resolution to
Dr. Prevost, noting that he and his wife have been friends with Dr. Prevost for
some time, knowing her first as a soccer mom prior to knowing her as a Trustee.
After reciting the Resolution, Trustee Hall moved its adoption. Trustee Foy
seconded the motion, and the Resolution was unanimously adopted. Dr. Prevost
thanked the Board and stated that it has been a great privilege to serve with each

                                                             Page 3, Annual Meeting
                                                                   Board of Trustees
                                                                     June 24, 2010
Trustee. She stated that she was grateful for the opportunity to work with the
Board for the betterment of the University.

The Vice Chair then recognized Trustee Foy to present a Resolution honoring Tyler
Forrest for his service as a Trustee for the past two years (Exhibit 2). Trustee Foy
recounted some anecdotes about Tyler shared by this friends and colleagues.
After reciting the Resolution, Trustee Foy moved its adoption. Trustee Hall
seconded the motion, and the Resolution was unanimously adopted. Mr. Forrest
thanked Trustee Foy and stated that it has been a great honor for him to serve the
University as a Student Trustee. He thanked the Governor for appointing him to
the Board and stated that representing the 48,000 students of the University is
one of the highest honors a student can have. Mr. Forrest ended his remarks by
stating that he hopes to return to serve on the Board of Trustees in the future as
Governor of the State of Tennessee.

VI.   ELECTION OF CHAIR AND VICE CHAIR OF THE BOARD

Vice Chair Murphy stated that pursuant to the Bylaws, the Chair and Vice Chair
are elected every two years. He stated that traditionally, the Governor has been
elected to serve ex officio as the Chair of the Board. He commended the Governor
for all he has done for higher education in Tennessee. He stated that this past
winter Tennessee joined the Complete College National Alliance to increase degree
completion, an initiative that is a highlight of a series of higher education
accomplishments under Governor Bredesen. He stated that the University has
benefited greatly from Governor Bredesen's efforts on behalf of higher education.

Trustee Loughry moved the reelection of Governor Bredesen as Chair of the
Board. Trustee Schledwitz seconded the motion, and the motion carried
unanimously.

Vice Chair Murphy stated that traditionally the former Vice Chair recommends the
election of the next Vice Chair, but due to the circumstances of transition this
year, he recognized Trustee Loughry for a motion.

Trustee Loughry moved that Vice Chair Murphy be elected to serve an additional
year as Vice Chair of the Board to provide continuity during the presidential search
and the election of a new Governor. Mr. Stansberry seconded the motion. The
Vice Chair stated that the action required a three fourths vote of the Board and
then called for any discussion.

Trustee Wharton stated that he is in favor of term limits because he believes they

Page 4, Annual Meeting
Board of Trustees
June 24, 2010
serve an important purpose. He stated that the Board is fortunate to have a wise
Governor and able Vice Chair, but that may not always be the case and he is
opposed to setting this precedent.

Governor Bredesen stated that he understood Trustee Wharton's comments but
wanted to make it clear that he had asked Vice Chair Murphy to consider
extending his service as Vice Chair several months ago when it was clear that the
University would be searching for and transitioning to a new President at a time
when the state would be electing a new Governor.

Trustee Talbott asked whether a Vice Chair has served an additional year in the
past. Ms. Mizell recalled that Vice Chair William Sansom served for an additional
year during the transition of a new President in 1999-2000.

The Vice Chair then called for a vote on the motion. The motion carried with
Trustee Wharton abstaining.

Vice Chair Murphy stated that he is honored to continue to serve in this capacity,
appreciates the confidence placed in him by the Governor, and looks forward to a
successful presidential search. He added that the Board has a lot of work ahead of
it in the next several months to find just the right person to lead the University to
be a top research university.

VII.   PRESIDENT'S ANNUAL REPORT

Welcoming Governor Bredesen to the meeting, Dr. Simek stated that while serving
as acting/interim President he has worked closely with the Governor and his
administration to make higher education better for the people of Tennessee.
Discussing the special legislative session in February, Dr. Simek noted that the
success of that special session changes the mission of the University in many
respects, for example requiring that the University articulate with other institutions
across the state in new ways so that our students can make timely progress
through their education. He stated that we are now focused on outcomes and
what we can do to be responsive to the needs of the people. He stated that he is
proud to have been a part of that process and that he commits the University to
further those ends in as a rapid a time frame as possible.

Dr. Simek noted that the Governor has challenged UT Knoxville to accomplish the
goal of becoming a top-25 public institution of higher education. He stated that
Chancellor Cheek will discuss with the Board exactly what that will entail and how
the campus has begun the process to achieve that goal.



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Dr. Simek observed that although we continue to face difficult economic times, as
reflected in the budget passed by the legislature and signed by the Governor,
stimulus funds continue to allow the University to function reasonably well. He
added that we will not come unprepared to the cliff in 2012 because we have
worked very hard to be certain that we will be prepared. He stated that each
Chancellor will report to the Board today and describe specific plans for each
campus as well as the cost cuts and impacts to their campuses. He stated that
the University worked very hard to come to solutions to this problem that position
us well to move into the future. He stated that each campus has tried very hard to
move toward a gentle landing and be mindful of employees and have as little
impact on people as possible. He stated that well over 600 positions will be
eliminated by the time the stimulus funds are gone, but we have allowed for
attrition and retirement and have moved employees around over the past two years
so that in the end, the total impact will be 50-60 people who will lose their jobs.

Dr. Simek stated that we will also need to raise revenues to prepare for 2011 and
2012, and one of the ways that we propose to do this is by increasing tuition on
most campuses by 8.5%. He explained that the increase will mostly offset the
increase in fixed costs. He stated that there will also be some funds that will
provide some flexibility to the campuses to react to needs that arise at the end of
the stimulus funding, such as adding additional sections as courses get
bottlenecked during the school year. He stated that the administration is very
aware of the burden placed on students and families by tuition increases and noted
that by no means does the increase in tuition make up for the budget reductions
we are facing. He argued that even with the increase, the University remains a
very good buy compared to its peers. He explained that with Hope Scholarship
funds taken into account, which approximately 99% of incoming freshman receive,
a freshman would pay approximately $2400 out-of-pocket for the year. He stated
that the University is committed to keeping tuition as low as we can and still
provide the quality education students deserve and expect. He stated that the
incoming freshman class at Knoxville is once again the best class the University
has had with average high school GPA's of 3.8 and ACT's of approximately 28.
He stated that the University must provide a first rate education and cannot draw
down what it is doing or these outstanding students will stop coming. He stated
that he is very proud of the job our institutions and campuses have done to reduce
costs and find innovative ways to save and conserve resources. He reported that
Trustee Horne, Chair of the Effectiveness and Efficiency Committee, has been
very diligent in encouraging cost reductions and it has paid off with important
savings.

Dr. Simek stated that one of the challenges the Board gave him was to streamline

Page 6, Annual Meeting
Board of Trustees
June 24, 2010
the system administration. He stated that today there are fewer Vice Presidents,
costs have been reduced by millions of dollars, the system administration is better
defined, and it is an effective operation that plays a critical role to the statewide
mission of our institution. He stated that another challenge he was given was to
lead a review of whether the athletic departments for UTK should report to the
President or to the Chancellor. He stated that last fall he appointed a distinguished
task force that unanimously recommended a change in the reporting line. The
study included a written agreement that governed the aspects of that change
including presidential oversight, budget, accounting provisions, development, and
accommodations for athletic events. He stated that the President of the University
still has the ultimate oversight over intercollegiate athletics for all campuses.

Dr. Simek reported that of the other specific tasks the Board gave to him at their
workshop last August, there are two remaining to be completed. The first is the
determination of how to best structure our diversity program. He stated that there
is a task force working on that with the assistance of a consultant and there will
be a recommendation in October. The second remaining task was addressing
purchasing and capital projects. He stated that Butch Peccolo is heading up our
study of both areas, and he will have a recommendation about reorganizing both.

Dr. Simek stated that he continues to believe the University today is the best that
it has ever been in its history. He stated that he attributes that to the talented
employees who work here and their loyalty, dedication, determination to do more
with less when necessary, and tremendous ability they bring to the practice of
their job. He stated that it is truly an honor for him to lead this great University.
He discussed the success of the recently completed $ 1 billion Campaign for
Tennessee. He noted that those funds are almost always restrictive in how they
can be used, and therefore development does not tend to be a solution to the
problem of how to fund the general operation of the University. Nevertheless,
more and more, it will be a critical part of how we operate into the future as that
efficient top-25 research institution the Governor talked about. He stated that he
looks forward to turning over a more stable University to the new President and
going back to the faculty and help to make the UTK's quest to be a top-25
institution a reality. He introduced Chancellor Jimmy Cheek to share his bold plan
to move UTK to a top-25 institution.

VIII.   REPORT ON UT KNOXVILLE QUEST FOR TOP-25 STATUS

Dr. Cheek began by expressing his appreciation to Governor Bredesen for issuing
the challenge to UT Knoxville to become a top-25 university. He reported that as
an immediate response to the Governor's challenge, he put together a task force to
assemble a plan, including a gap analysis comparing UTK against the top-25 target

                                                           Page 7, Annual Meeting
                                                                 Board of Trustees
                                                                   June 24, 2010
institutions. Dr. Cheek explained that UTK will become a top-25 university for two
fundamental reasons: first, it will make UTK a better institution for the students,
and second, it will allow UTK to be a better institution to serve the people of
Tennessee.

Referring to charts included in the meeting materials (Exhibit 3), Dr. Cheek
discussed areas the campus must focus on in seeking to achieve top-25 status. In
undergraduate education, the challenge is to increase freshman retention and
graduation rates. In graduate education, he noted that UTK awarded 209 fewer
PhD degrees than the target group of institutions and would need to increase
PhD's awarded by 80%.             He stated that plans already in place for an
interdisciplinary PhD between UTK and ORNL will have a significant impact.
Discussing federal research expenditures and total research expenditures, Dr.
Cheek reported that the gap is in the $100s of millions. Concerning faculty
salaries, he noted that the salary range for top 25 peers is $6,000 to $12,000 and
for the aspirational group the range is approximately $10,000 to $24,000.
Addressing financial resources and infrastructure, he noted that UTK is
approximately $24,000 less than the target group for endowment per student.

Dr. Cheek noted that the Board has been extremely helpful to him in the year and
half he has served as Chancellor, and he will need even more of its help to achieve
this ambitious goal. He stated that the journey will be more important than
achieving the goal, explaining that, if, in two years, he can report progress in the
graduation rate and other areas that will significantly impact our students and the
State of Tennessee, pursuit of this goal will be well justified. He stated that UTK
will pursue this goal with abandon, and with the Board's help, we will be
successful, we will create a better University.

Governor Bredesen asked Dr. Cheek if there is an agreed upon list of metrics for
measuring universities. Dr. Cheek stated that there is no exact list or exact criteria
for top-25 status, but the task force looked at about 74 different metrics and
narrowed it down to these twelve and determined that these are the barometers
we need to be monitoring. Governor Bredesen asked for an example of some of
the metrics that almost made the cut. Dr. Cheek responded that diversity of
faculty and students is a metric the University is working hard on, but is not
included as a top-25 metric. Dean Bruce Bernstein from the College of Arts and
Sciences also provided examples of other metrics that the task force reviewed.

Governor Bredesen stated that when he issued the challenge, he was certainly
very aware that there was no agreed upon check list to score the University and he



Page 8, Annual Meeting
Board of Trustees
June 24, 2010
invites the administration over time to reconsider some of those metrics because it
appears there is a significant gap in some cases.

Trustee Stansberry stated that he is greatly concerned about starting on this
journey, which has several measures directly related to resources and yet we are
proposing a tuition increase that basically pays the inflationary increases for fixed
costs. Dr. Cheek responded that as we go down this path and maintain the quality
of education to serve the students, we will need to have discussions about
resources. He stated that he will start discussions with the President after this
meeting about UTK's efficiency and effectiveness task force. He stated that the
task force looked at our academic enterprise and asked how we could become
more academically efficient--how can we control the amount of courses students
drop, control the number of courses students can preregister for and control
whether enough sections are offered for students to graduate on time--all of which
have some financial implications. He stated that he would be speaking to the
Board about those and some possible opportunities that really would not cost the
student more money in the long run.

Governor Bredesen stated that improving education is not necessarily directly
related to increasing costs. He stated that having a really crisp specific strategy
as opposed to a general request for more money will attract more resources.

Dr. Cheek stated that the faculty is the real driver for the University. He stated
that when we compete for assistant professors we have to compete at the market
place levels.

The first three metrics discussed today are the most critical for UTK, the quality of
students coming in, how are we retaining them and how are we graduating them.
Those are the three things that UTK must do better, and he stated, some of that is
resource based but most of that is management.

Trustee Hall complimented Dr. Cheek on his report and stated that he felt that the
University and all its campuses should move together on this challenge. Dr. Simek
stated that the same consultant that assisted UTK with its plan is now meeting
with UTC and UTM. He noted that their target group and aspirational group would
be based on their peers, different from those used for UTK.

Trustee Schledwitz noted that when Dr. Steve Schwab was Dean at UTHSC he
started a similar process for the medical school to be in the top quartile. He stated
that UTHSC is two years into that process and has a road map in place to achieve
its goal. He noted that, unfortunately, like UTK, UTHSC has a long way to go to
get there, but we have made progress.

                                                           Page 9, Annual Meeting
                                                                 Board of Trustees
                                                                   June 24, 2010
Trustee Cates commented on Trustee Stansberry's discussion of resources and
stated that our hands are tied in one important respect, our development and
research expenses are essentially the same as they were ten years ago, putting an
ever larger burden on tuition. He suggested that the Board, at the August
workshop, focus on perhaps putting a policy limit on tuition increases to force the
fundamental review of the business model and also force us to focus on how to
fund development officers to fill that ever growing gap.

Trustee Wharton stated that our average development officer here raises $3 million
per person and nationally that average is $2 million per person. He stated that the
fundamental reason for our huge improvement is that we have great staff, but the
problem is that we do not have enough staff. He stated that there is a proposal
being discussed to add 70 more development officers over the next ten years. He
stated that there is not a single development officer in the UT Research Foundation
therefore we have never approached the Gates Foundation to do something with
us in Memphis. He added that our dilemma is that there is a wind up period, and
we will not wind up the development office fast enough to solve the interim
budget shortfall. He stated that what is left is what Trustee Stansberry brought
up, tuition increases. Trustee Wharton stated that we have also gone four years
without a raise to faculty and staff. He stated that everyone who leaves is
replaced by an employee at a higher compensation rate, which brings all kinds of
compression issues. Trustee Wharton stated that he believes tuition increases
must continue to be viewed as a resource for now.

Trustee Stansberry observed that the net tuition for an incoming student, net of
the Hope Scholarship, is approximately $2,500. He stated that we do ourselves a
disservice by saying that we cannot keep raising tuition because that is an
incredible value, and if we are going to maintain quality according to the goals we
are seeking we are going to have to pay for it.

Trustee Cates commented that the business models of all-inclusive, low-cost
online universities are coming. He stated that we can rationalize as we wish, but
for the long term we are going to have to figure out a fundamental way
strategically to fix the budget.

Trustee Talbott noted that a very small percentage of development funds are
allocated to operations.    Trustee Wharton stated that donors need to be
encouraged to give unrestricted gifts.




Page 10, Annual Meeting
Board of Trustees
June 24, 2010
The Vice Chair thanked Dr. Cheek for his presentation and stated that the Board
looks forward to a further report on this topic.

At this time the Board took a short recess, and Governor Bredesen left the meeting
due to another commitment.

IX.   FY 2011 OPERATING BUDGET, STUDENT TUITION AND FEES, AND
      COMPENSATION GUIDELINES

The Vice Chair recognized Charles M. Peccolo, Treasurer and Acting Chief
Financial Officer, to present the FY 2011 operating budget, student tuition and
fees, and compensation guidelines (Exhibit 4). Mr. Peccolo specifically thanked
members of his staff for their efforts in preparing the budget document and
meeting materials. He began by discussing the total revenues budgeted for 2011,
reporting a projected $118 million increase over probable 2010. He discussed the
components of the increase and noted that the $55 million attributed to other
revenues is predominately restricted funds for the Solar Institute. He discussed
the FY 2011 Unrestricted E&G Revenues Summary noting that there will be a
reduction of approximately $110 million in state appropriations over this past
three-year period. He discussed the specific procedure for the flow of ARRA and
MOE funds through the state appropriations to the University. He discussed the
addition of a non-recurring one-time longevity bonus for employees. He reported
on Unrestricted E&G Expenditures and Transfers for 2011 with a $79.7 million
increase over last year. He stated that expenditures exceed revenues and
approximately $3 to $4 million will come from the University's unrestricted
unallocated fund balance ("rainy day funds") to cover expenditures. He stated that
the remaining amount of the fund will be approximately 3% of our average
expenditures at the end of the fiscal year. The Vice Chair noted that this amount
was 4% three or four years ago and there is not much flexibility to take more out
of the rainy day fund going forward. Mr. Peccolo then presented the state-funded
capital maintenance projects approved for 2011 for each campus.

Mr. Peccolo next discussed the FY 2011 proposed tuition and fee increases. He
stated that the administration is recommending an 8.5% fee increase for most of
the campuses and units. He noted the recommendation for the College of Law
increase is 12%, College of Veterinary Medicine is 5%, and the UTHSC increases
are 10%. Finally, Mr. Peccolo called the Board's attention to the FY 2011
compensation guidelines included in the meeting materials.

The Vice Chair stated that there is a Resolution included in the meeting materials
to approve the FY 2011 Proposed Budget, Recommended Tuition and Fees,



                                                        Page 11, Annual Meeting
                                                               Board of Trustees
                                                                 June 24, 2010
Balanced Budget Modifications, FY 2011 Compensation Guidelines and Reserve for
Contingency.

Trustee Talbott moved approval of the Resolution included in the meeting materials
and attached to these minutes (Exhibit 5). Trustee Loughry seconded the motion.

Trustee Wharton stated that he would like Dr. Cheek to comment on a proposed
increase of 9 % instead of 8.5 %. Trustee Wharton stated that he is concerned by
the excessive deferred maintenance amounts carried by UTK and that this
proposed tuition increase will only add to that problem. He also stated that he
believed it was important to start taking smaller incremental increases to achieve
UTK's quest to be a top-25 university rather than being in a position that requires
a large increase. Dr. Cheek addressed two potential important and necessary uses
for the additional funds that would be generated from a 9% increase and stated
that in his opinion it would be a wise decision.

Trustee Wharton moved to amend the recommended tuition and fees increase to
9% for UTK. Trustees Stansberry seconded the motion.

Trustee Horne discussed the proposed budget for the year, specifically the
revenues with the ARRA and MOE funds that are available for the 2011 year. He
emphasized that raising tuition is not something that the Board or administration
prefers to do. He stated that a tuition increase puts a heavy burden on the
students and their families and that he is not in favor of increasing to 9%.

Trustee Driver discussed the additional burden to students in the Nursing, Business
and Engineering programs that recently added a differential tuition fee per course.
Vice Chair Murphy noted that the per course fee coupled with the 8.5% tuition
increase would result in a significant increase to the student of over 40 %. He
noted that the amount was mostly attributable to the differential tuition fees.
Trustee Driver noted that one component of the differential tuition approved earlier
in the year was a plan to assist students with financial need. Dr. Cheek stated
that students with actual financial need in those differential tuition programs would
be assisted by funds that have been set aside for that purpose.

Trustee Blackburn stated that she remains very concerned that there is a lack of
effective communication to parents and students adequately explaining the
necessity for tuition increases.

Trustee Anderson asked Dr. Simek to comment on whether he would be
supportive of a 9% tuition increase.

Page 12, Annual Meeting
Board of Trustees
June 24, 2010
Dr. Simek responded that he would support an increase of 9% because of the
significant drop in appropriations over the last three years. He added that the
tuition proposed today still do not come anywhere near the budget reductions over
the past years. He stated that it becomes a question of whether Chancellors will
be able to fill critical holes that open up after the ARRA funds are gone. He stated
that the administration has tried to be very mindful of the students and families
that have to pay these bills. He stated that 8.5% was the lowest increase we
could propose without doing more damage to the University. He stated that 9%
would allow us a little more flexibility.

Dr. Stansberry commented on Chancellor Cheek's report and stated that if we are
seriously going to pursue top-25 status, the University needs more money. He
noted that Dr. Cheek's presentation demonstrated that UT fell below the median
versus its peers for tuition costs. He stated that when a student nets out the
Hope Scholarship, UT is an incredibly good value. He added that he has total
confidence in Dr. Cheek and others to spend the additional money wisely to
improve the quality of what UT offers.

Trustee Foy asked Chancellor Brown and Chancellor Rakes to comment on
increasing tuition at UTC and UTM by 9%. Chancellor Rakes discussed the
approximate amount that would be generated by an additional .5% tuition increase
and critical areas at UTM that he could allocate those funds. Chancellor Brown
stated that the increase would be absolutely needed and would be allocated to
high need instruction areas.

At this time Trustees Johnson, Vaikunth, Hagler, Cates and Rhoda exited the
meeting due to travel arrangements.

In response to a question from Trustee Schledwitz, Dr. Cheek discussed the
approximate amount that a .5% increase would generate for UTK and stated that
the money could provide additional class sections. Trustee Stansberry noted that
an extra $1 4 per student per semester could potentially result in a student
graduating sooner because he or she was able to get the classes needed.

Trustee Wharton withdrew his motion for a 9% tuition increase for UTK and
moved to amend the recommended Tuition and Fees to 9% for each campus for
which an 8.5 % increase was originally proposed. Trustee Stansberry seconded
the motion. The motion carried by majority vote.




                                                         Page 13, Annual Meeting
                                                                Board of Trustees
                                                                  June 24, 2010
The Vice Chair then called for a vote on Trustee Talbott's motion, seconded by
Trustee Loughry, as amended by Trustee Wharton's motion. The motion carried
by majority vote.

X.    REPORT ON PLANNING FOR FY2012 OPERATION BUDGET (POST-ARRA)

Dr. Simek stated that the next presentations will give the Board some specifics,
campus by campus, of how we have undertaken the post-ARRA reductions at each
campus and the effect of those reductions on our operations (Exhibit 6). Dr. Simek
provided a brief overview, presenting state appropriation reductions over the last
three fiscal years, which cumulatively add up to $110 million, or $112 million with
the effect on restricted funds. He stated that state appropriations in absolute
dollars will be significantly reduced from the 2008 level of $505.8 million to $403
million. He then presented the overall plan for reductions for the UT System,
discussing cost reduction efforts in two primary areas, position reduction and cuts
in operation. With respect to position reduction, he stated that there will be nearly
700 fewer positions, and the actual reduction-in-force will be approximately 55
individuals for the cumulative period. He stated that this is the result of a long
hard process of eliminating positions as they become vacant and by moving
employees to critical positions as they become vacant. He discussed cuts in
operations and savings achieved through the EEF efforts. He then discussed
additional net revenues from tuition and other fees and revenues, noting that
tuition revenues reflect increases as well as significant enrollment growth. He
stated that replacement costs will increase and also fixed costs such as electricity,
gas, etc. He stated that for the most part, revenue increases are needed to cover
cost increases, and $18 million will be applied to the reduction in appropriations
for the cumulative period.

Dr. Simek then discussed plans for reduction in the system administration. He
stated that because the system administration could not receive ARRA funds, it
had to account for state appropriation reductions as they occurred. He stated that
in the end, we reduced system administration costs by over $6 million, including
the elimination of 37 positions. He stated that the system administration actually
contributed to more than its share of reductions. He reported that prior to system
administration reorganization and EEF efforts, the system administration had
677.87 FTE's and as of June 2010 only 513.63 FTE's, with additional reductions
possible with the finalization of the OIT reorganization.

Chancellor Brown presented the state appropriation reductions for UTC over the
past three fiscal years. He stated that UTC had $46.0 million of direct state
appropriations in 2008 and $33.5 projected for 2012.       He stated that this

Page 14, Annual Meeting
Board of Trustees
June 24, 2010
illustrates why the increase in tuition and fees just approved are so critical for
UTC. He stated that he joins the Board in saying that it is a regrettable situation,
and we really hate seeing more of the burden placed on students and students'
families, but there is really no other way to continue to offer the excellent
education expected.       He stated that about 72.5 FTE positions have been
eliminated at UTC with most coming from attrition and retirement. Of that
amount, roughly 20 were faculty positions. He stated that $28 million of cost
savings have been achieved at UTC over the past ten years. He stated that he is
so grateful for the capital maintenance for UTC due to the efforts of the Board and
state legislators. He noted that the capital maintenance has allowed UTC to
increase cost savings. He stated that food service, printing, and the bookstore
have all been outsourced as well as 35 % of the work of the physical plant. He
then reviewed the list of unit impacts to UTC and stated that UTC has worked
hard to keep the quality of instruction high and to make it hard for students to
observe the budget reductions in their experience at UTC.

Chancellor Cheek stated that UTK has lost almost $57 million for the cumulative
period, or 27% of direct state appropriations since 2008, and approximately 275
FTE's, including tenure-line faculty. As an example, he stated that the College of
Arts and Sciences lost 39 tenure-line faculty or 9% of its teaching capacity and 35
of its lecturers or 22% of its teaching capacity, and 13.5 academic support staff
positions. He stated that this will have a major impact on undergraduate education
and that the institution's ability to retrain and attract faculty has been
compromised. He noted that employee salaries are also a major issue as we move
into a fourth year without raises for faculty and staff. He also noted that deferred
maintenance at UTK is currently over $200 million and rising.

Chancellor Rakes stated that UTM will have lost roughly $10 million over the three
year period, or approximately a 30% drop in state funding since 2008. He noted
that the campus started planning for this in 2008, and the campus efficiency task
force brought forward 52 recommendations for cost savings, 42 of which have
been implemented. He also noted that adding a summer semester resulted in
increased revenues. He stated that 28 positions will be eliminated, of which eight
are faculty and the remaining 20 are staff positions. He added that in most of
these cases, the campus has been able to reallocate employees to non-eliminated
positions.

Dr. Schwab reported that UTHSC will have reductions of roughly $19.5 million
cumulatively. He explained that professional schools are different, with most
revenues generated from clinical practices, graduate medical education, and
research and lesser amounts from state appropriations and tuition. He stated that
125 FTE positions will be eliminated at UTHSC, the majority of which are vacant

                                                         Page 15, Annual Meeting
                                                                Board of Trustees
                                                                  June 24, 2010
positions. He stated that there will be additional net revenue of approximately $16
million coming almost exclusively from an expansion of UTHSC professional
programs. Dr. Schwab discussed continued planned investments in Dentistry and
support of the research programs to continuing moving UTHSC forward with
increased revenues. He stated that there may be some reductions-in-force
required, but they will be a small fraction of the RIF's anticipated over a year ago.

The Vice Chair requested that the Trustees receive a copy of the PowerPoint
presentation for each campus.

XI.   ACTION ITEM FROM THE TRUSTEESHIP COMMITTEE

The Vice Chair recognized Trustee Loughry, Chair of the Trusteeship Committee,
to report to the Board.

A.    Bylaw Amendment Changing Title of Vice President for Agriculture to
      Chancellor of The University of Tennessee Institute of Agriculture

Trustee Loughry stated that the Trusteeship Committee approved a Bylaw
amendment changing the title of Vice President for Agriculture to Chancellor of
The University of Tennessee Institute of Agriculture at the committee meeting in
May for the purpose of better expressing the role of the leader of the Institute
(Exhibit 7). She referred the Board to the proposed amendment in the meeting
materials.

Trustee Loughry moved approval to amend Article IV, Section 1, Section 2(b), and
Section 3(c) of the Bylaws changing the title of the Vice President for Agriculture
to Chancellor of The University of Tennessee Institute of Agriculture. Trustee
Stansberry seconded the motion. The Vice Chair called for a roll call vote, and the
motion carried unanimously.

B.    Bylaw Amendment Revising Responsibilities of the President with respect
      to Intercollegiate Athletics

Trustee Loughry stated that in the fall of 2009, Dr. Simek appointed a broad
based task force on athletic reporting that included Trustees, UTK administration,
system administration, faculty, student athletes, alumni, and the Athletic Directors,
with a charge to consider the appropriate reporting structure and placement for the
Department of Intercollegiate Athletics (Exhibit 8). In May, the Trusteeship
Committee reviewed the proposal of the task force proposal and approved a Bylaw
amendment revising the responsibilities of the President with respect to

Page 16, Annual Meeting
Board of Trustees
June 24, 2010
intercollegiate athletics. Trustee Loughry stated that the President will remain
responsible for the general oversight of intercollegiate athletics on each of the
campuses. Trustee Loughry moved approval to amend Article IV, Section
3(a)(2)(viii) of the Bylaws, with the amendment to be effective July 1, 2010, as
presented in the meeting materials. Trustee Talbott seconded the motion. The
Vice Chair called for a roll call vote, and the motion carried unanimously.

Trustee Loughry noted that the articulation agreement between the system and
the campus was provided on the meeting table.

C.    Bylaw Amendment to Authorize Extending the Term of Committee and
      Committee Chair Appointments

Trustee Loughry began by noting that she personally agrees with Trustee Wharton
that leadership should rotate on a regular basis, but at this time, on advice from
the Governor and in consultation with staff, the Trusteeship Committee
recommends the Board approve the proposed Bylaw amendment to authorize
extending the term of committee and committee chair appointments. She stated
that the Bylaw amendment would allow for an extension of up to one year for
good cause such as the present circumstances (Exhibit 9). Trustee Loughry moved
approval to amend Article III, Section 2(b)(2) of the Bylaws as presented in the
meeting materials. Trustee Carroll seconded the motion.

Trustee Wharton stated that he was concerned with setting a precedent for
leadership being extended beyond the regular term. He stated that he was
concerned that the Bylaw amendment would allow the Vice Chair to propose an
extension at any time he or she deems there to be unusual circumstances. He
asked for a clarification of whether the Bylaw amendment creates an ongoing
option or a one-time exception. Vice Chair read the proposed amendment and
stated that the Board on an affirmative vote could make the determination to
extend a two-year term for up to one year. He stated that the Vice Chair could not
act unilaterally in this regard. Trustee Wharton discussed his concern about the
possibility of not getting votes against the recommendation of a Vice Chair and
stated that he would support the proposed amendment if it expired in a year.

Trustee Wharton proposed an amendment to the proposed Bylaw amendment that
it only be effective through May 31, 2011. The motion to amend the proposed
Bylaw amendment was seconded by Trustee Horne and carried unanimously.

The Vice Chair called for a roll call vote to adopt the proposed Bylaw amendment
to authorize extending the term of committee and committee chair appointments,
as amended, and the motion carried unanimously.

                                                        Page 17, Annual Meeting
                                                               Board of Trustees
                                                                 June 24, 2010
D.      Revised Organizational Chart for the System Administration

Trustee Loughry stated that this organizational chart was requested by the Board
and has been reviewed by the Trusteeship Committee and is recommended for
approval (Exhibit 10). Trustee Loughry moved approval of the revised organization
chart for the system administration as presented in the meeting materials. Trustee
Schledwitz seconded the motion and it carried unanimously.

XII.    VICE CHAIR'S RECOMENDATION CONCERNING                 COMMITTEE AND
        COMMITTEE CHAIR APPOINTMENTS

The Vice Chair stated that his recommendation concerning Committee and
Committee Chair appointments is consistent with the Bylaw amendment adopted
at this meeting. Mr. Wharton moved approval of the Vice Chair's recommendation
concerning committee and committee chair appointments.          Trustee Talbott
seconded the motion, and it carried unanimously.

XIII.   ACTION ITEMS FROM THE EXECUTIVE AND COMPENSATION COMMITTEE

The Vice Chair stated that the following action items were discussed at prior
meetings of the Executive and Compensation Committee and the committee
recommended their approval.

A.      Approval of a Resolution Appointing a Managerial Group for U.S.
        Government Contracts (Exhibit 11)

B.      Approval of 2011 Regular Meeting Dates (Exhibit 12)

C.      President's Recommendation of an Appointment to the Board of Directors of
        University Health Systems, Inc. (Exhibit 13).

Trustee Carroll moved approval of the Resolution Appointing a Managerial Group
for U.S. Government Contracts, 2011 Regular Meeting Dates, and the President's
Recommendation of an Appointment to the Board of Directors of University Health
Systems, Inc. as presented at this meeting. Trustee Talbott seconded the motion,
and it carried unanimously.

D.      President's Recommendation for Election and Compensation of the
        Chancellor of The University of Tennessee Health Science Center



Page 18, Annual Meeting
Board of Trustees
June 24, 2010
Dr. Simek stated that most of the Trustees were present at the meeting of the
Executive and Compensation Committee when the Committee reviewed and
recommended the approval of the Election and Compensation of Dr. Steven
Schwab as Chancellor of the University of Tennessee Health Science Center
(Exhibit 14).   Dr. Simek recommended approval Dr. Schwab's election as
Chancellor of UTHSC with the compensation presented at the meeting. Trustee
Schledwitz moved approval of the election and compensation of the Chancellor of
UTHSC as presented in the meeting materials. Trustee Talbott seconded the
motion, and it carried unanimously.

E.     Approval of a Resolution for Election and Compensation of University
       Officers

Trustee Stansberry moved approval of the Resolution for Election and
Compensation of University Officers as included in the meeting materials with the
compensation provided during the Committee meeting (Exhibit 15).         Trustee
Loughry seconded the motion, and it carried unanimously.

F.     Approval of a Compensation Package for the Next President

The Vice Chair stated that this item was discussed and acted on in the Executive
and Compensation Committee the day before. He asked for a motion to approve
the compensation package for the next President as approved by the Executive and
Compensation Committee (Exhibit 1 6). Trustee Stansberry moved approval of the
Resolution for the compensation package for the next President as included in the
meeting materials. Trustee Wharton seconded the motion, and the Resolution was
adopted unanimously.

XIV.   VICE CHAIR'S RECOMMENDATIONS CONERNING THE PRESIDENTIAL
       SEARCH

A.     Appointment of the Presidential Search Committee and Committee Chair

The Vice Chair referred the Board to a memorandum included in the meeting
materials listing the proposed members of the Presidential Search Committee
and the Committee Chair (Exhibit 17).

Trustee Stansberry moved approval of the appointment of the Presidential
Search Committee and the Committee Chair. Trustee Carroll seconded the
motion, and it carried unanimously.

B.     Approval of a Budget for the Presidential Search (Exhibit 18)

                                                        Page 19, Annual Meeting
                                                               Board of Trustees
                                                                 June 24, 2010
C.     Authorization for the Executive and Compensation Committee to Determine,
       upon the Recommendation of the Presidential Search Committee, the
       Number of Nominees to be Presented to the Board (Exhibit 19)

Mr. Hall moved approval of a budget for the Presidential Search as presented at
the meeting, and authorization for the Executive and Compensation Committee to
determine, upon the recommendation of the Presidential Search Committee, the
number of nominees to be presented to the Board. Mr. Wharton seconded, and
the motion carried unanimously.

XV.    REPORT OF THE COMMITTEE ON EFFECTIVENESS AND EFFICENCY FOR
       THE FUTURE

The Vice Chair recognized Trustee Horne, Chair of the Committee on Effectiveness
and Efficiency for the Future, to report to the Board. Trustee Horne provided a
brief update, noting that the Committee continues to meet every couple of months
at campuses and institutes across the state. He reported that the Committee has
reviewed various areas of the University such as IT, Athletics expenditures, energy
management, and online education. In summary, he stated that the Committee
continues to work hard and is taking a closer look at these functions to be sure
that, first, we are doing the right thing and then to be sure they are being done the
right way.

XVI.   REPORT OF THE FOUNDATIONS STUDY COMMITTEE

The Vice Chair recognized Trustee Wharton, Chair of the Foundations Study
Committee, to report to the Board. Trustee Wharton stated that the Committee
has made significant progress and will have its work completed this year. He
briefly updated the Board on the final steps and stated that the UT Foundation
Chair is reviewing the affiliation agreement.

XVII. REPORT OF THE AUDIT COMMITTEE

The Vice Chair recognized Trustee Hall, Chair of the Audit Committee, to report to
the Board. Trustee Hall noted that the minutes from the April 30, 2010 meeting
were included in the materials (Exhibit 20). He stated that there were four items
that he wished to mention briefly. Mr. Bill Myers, CFO for Knoxville Athletics,
provided an overview of the department's financial statements and indicated that
the department generated a surplus of approximately $3 million. He noted that
amount would have been higher except that coaches' buyouts totaling $6.5 million
have to be recorded this year even though they will be paid out over the next

Page 20, Annual Meeting
Board of Trustees
June 24, 2010
several years. Trustee Hall then noted that Brian Gard, Director of Special Events,
has been coordinating an update on the campuses emergency management plans.
He found that progress has been made, but more needs to be done. Trustee Hall
reported that both UTC and UTK are hiring full time emergency preparedness
specialists. The campuses are updating their plans and Mr. Gard will continue to
oversee that progress and report back at a future committee meeting. Trustee Hall
stated that Dr. Ken Brown, UTHSC Executive Vice Chancellor and Chief of Staff,
reported that the campus has begun to systematically restructure UT Medical
Group. Trustee Hall noted that the Committee received an update on the Physician
Practice Plans and the oversight is being transferred to the new Health Affairs
Advisory Board from the Audit Committee. Trustee Hall stated that he has
requested that Internal Audit benchmark the duties performed by the University
system offices and have that available in October for the new President.

XVIII. CONSENT ITEMS

The Vice Chair reminded the Trustees that each Trustee is invited to all Board
committee meetings. He noted that each item on the consent agenda was
reviewed fully by the appropriate committee. All items were recommended by the
committees for approval as consent items. He stated that the following two items
that were revised during respective Committee meetings, and the Board will be
acting on them as amended: (1) Item M, Approval of Pilot Regional Tuition Rate
Program for Contiguous Out-of-State Counties (UT Martin)--the Finance and
Administration Committee recommended an increase in the out-of-state differential
rate from 20% to 25%; and (2) Item was item S, Approval of Revised Vision and
Mission Statement for UTIA--the Academic Affairs and Student Success
Committee recommended editorial revisions to the Vision and Mission statement
for the Institute of Agriculture.

The Vice Chair then asked for any requests to remove items from the consent
agenda. There were none. The following items were submitted for approval by
unanimous consent:

   A. Approval of a Resolution Honoring Henry Nemcik (Exhibit 21 )

   B. Approval of the Naming of the UT Martin Alumni Center (Exhibit 22)

   C. Approval of the Naming of the Center for Entrepreneurship and
      Innovation at UT Knoxville (Exhibit 23)

   D. Ratification of 2009-10 Quasi-Endowments
      (Exhibit 24)

                                                        Page 21 , Annual Meeting
                                                               Board of Trustees
                                                                  June 24, 2010
   E. Approval of Establishment of Haslam Torch Investment Fund (Exhibit 25)

   F. Authorization to File a Petition in Knox County Chancery Court to
      Modify the Purpose of an Endowment Fund Established for the
      Benefit of the School of Architecture and Approval to Use the Fund
      To Establish an Endowed Visiting Professorship in the School of
      Architecture (Exhibit 26)

   G. Approval of Real Property Transactions (Exhibit 27)

       1.    Grant of a Water Line Easement (UTIA, Greeneville 4-H Center)
       2.    Grant of a Water Line Easement (UTIA, Plateau Research and
             Education Center)
       3.    Acquisition of an Easement by Gift from Bioworks Foundation
             (UTHSC, College of Pharmacy)

  H. Approval of Annual Report of Sale of Gift Property (2009-10) (Exhibit 28)

  I.   Approval of FY 2011 Operating and Capital Plans for Senior University
       Administrator Residences

  J. Approval of FY 2011 Distribution of UC Foundation Funds (Exhibit 29)

   K. Approval of President Emeritus Agreements (Exhibit 30)

   L. Approval of Amendment of Lease and Transfer Agreement with
      University Health System, Inc., and Approval of Fee Owner Recognition
      Agreement (Exhibit 31 )

  M. Approval of Pilot Regional Tuition Rate Program for Contiguous
     Out-of-State Counties (as amended) (UT Martin)(Exhibit 32)

  N. Approval of Extension of Regional Tuition Rate Program for
     Undergraduate Students from Contiguous Out-of-State Counties (UTC)
     (Exhibit 33)

  O. Approval of Academic Program Consolidations at UTC (Exhibit 34)

  P. Approval of DNP Program at UTC (Exhibit 35)



Page 22, Annual Meeting
Board of Trustees
June 24, 2010
   Q. Approval of DNP Program at UTK (Exhibit 36)


   R. Approval of Creation of the Department of Public Health at UTK (Exhibit 37)

   S. Approval of Revised Vision and Mission Statement for UTIA (as
      amended) (Exhibit 38)

   T. Approval of a Resolution Affirming Commitment to the Continued
      Success of the Frank H. McClung Museum (Exhibit 39)

   U. Approval of Tenure Recommendations (Exhibit 40)

   V. Approval of Comprehensive Listing of Academic Programs (Exhibit 41)

   W. Authorization to Confer Degrees (Exhibit 42)

The Vice Chair asked for a motion to approve the consent agenda. Trustee
Stansberry moved approval of the consent agenda. The motion was duly seconded
by Trustee Loughry and carried unanimously.

XIX.   OTHER BUSINESS

The Vice Chair stated that there was no other business brought to his attention.

XX.    ANNOUNCEMENTS

The Vice Chair made the following announcements:

       First Meeting of Presidential Search Committee, Room 160,
       Plant Biotech Building (immediately after full Board meeting)

       Joint Meeting of Presidential Search Committee and Search
       Advisory Council in Knoxville, 12:00 p.m. EDT, Executive Dining
       Room, University Center on June 28, 2010

       Summer Workshop at Fall Creek Falls State Park on August 24, 2010

       Meeting of the Executive and Compensation Committee on September
       10, 2010 in Nashville

       Fall Meeting of the Board and its standing Committees on October 21-
       22, 2010 in Knoxville

                                                        Page 23, Annual Meeting
                                                               Board of Trustees
                                                                 June 24, 2010
XXI.   ADJOURNMENT

With no further business to come before the Board, Trustee Stansberry moved
adjournment of the meeting. Trustee Carroll seconded the motion, and the motion
carried unanimously.

                                            Respectfully Submitted,




                                            Catherine S. Mizell, Secretary




Page 24, Annual Meeting
Board of Trustees
June 24, 2010
                                 BOARD OF TRUSTEES
                            THE UNIVERSITY OF TENNESSEE


                                        ACTION ITEM


DATE:                              October 22,2010

COMMITTEE:                         Trusteeship

ITEM:                              Bylaw Amendments Concerning the Chief Internal
                                   Auditor

RECOMMENDATION:                    Approval

PRESENTED BY:                      Andrea J. Loughry, Chair of Trusteeship


With Mark Paganelli's transfer to a position in the Chief Financial Officer's organization, the
Board must appoint a new Chief Internal Auditor (Executive Director of Audit and Consulting
Services), upon the recommendation of the Audit Committee. To ensure the independence
of this critical position, Trustee Jim Hall, current Chair of the Audit Committee, has
requested that the Bylaws be amended to provide that the Chair of the Audit Committee,
rather than the Chief Financial Officer, is responsible for identifying a candidate for
recommendation to the Audit Committee.

The proposed Bylaw amendments on the following page accomplish this revision, authorize
the Chair of the Audit Committee to make an interim appointment to the position pending
completion of a search, and make two housekeeping revisions.

The proposed amendments were approved by the Trusteeship Committee on September
10, 2010 and are presented for adoption by the full Board.


MOTION:

Move approval of the Bylaw amendments as presented in the meeting materials.
                      PROPOSED BYLAW AMENDMENTS
                   CONCERNING CHIEF INTERNAL AUDITOR

Revise Article IV, Section 6, of the Bylaws as shown below:

                                      ARTICLE IV

SECTION 6. (a) The Board of Trustees shall appoint the Chief Internal Auditor for the
University upon the recommendation of the Audit Committee. In the event of a
vacancy, or notice of an impending vacancy in this position, the Chief Pinancial Officer
of the University the Chair of the Audit Committee shall identify and recommend to the
Audit Committee a candidate for the vacant position. Upon concurring with the
recommendation of the Chair, the Audit Committee will recommend the candidate to
the Board of Trustees for appointment. In identifying a candidate for recommendation
to the Audit Committee, the Chair shall comply with all applicable University policies
concerning searches and the appointment process. The Chair of the Audit Committee
may appoint an individual to serve as Chief Internal Auditor on an interim basis
pending completion of a search and the appointment process.

(b) The Board of Trustees reserves to itself the authority to reassign, demote, or dismiss
for cause the Chief Internal Auditor, upon the recommendation of the Audit
Committee.

(c) The Chief Internal Auditor and the staff of the department of internal audit shall
report administratively to the Chief Financial Officer of the University. However, with
respect to all audit activities and findings, the Chief Internal Auditor shall report
directly to the Audit Committee and shall have direct and unrestricted access to the
Chair and other committee members.

(d) Each year, the Chief Internal Auditor shall develop and execute a comprehensive
audit plan to be conducted in accordance with applicable professional auditing
standards. The Chief Internal Auditor shall make a comprehensive report on the
internal audit function to the Board of Trustees through the Audit Committee at the
Annual Meeting. The report will include the annual audit plan, and a review of all
previous year audits completed and in progress, including any follow-up reviews and
any audits that were scheduled but not done, and a list of all audits completed \\rithin
the last three years.

(e) The Chief Internal Auditor shall send a copy of each internal audit report and
follow-up review, upon its completion, to the Audit Committee.

(f) The Chief Internal Auditor shall promptly report any activity that is illegal, or the
legality of which is questioned by the internal audit department (e.g., conflict of
interest, theft), to the Chair of the Audit Committee.
                               BOARD OF TRUSTEES
                         THE UNIVERSITY OF TENNESSEE

                                      ACTION ITEM


DATE:                      October 22, 2010

COMMITTEE:                 Finance and Administration

CAMPUS/UNIT:               The University of Tennessee System

ITEM:                      Annual Flight Operations Report

RECOMMENDATION:            Approval

PRESENTED BY:              Charles M. Peccolo, Treasurer, Chief Investment Officer
                           and Interim Chief Financial Officer


In accordance with the Board-approved policy on University Aircraft, the following Annual
Flight Operations Report is presented for the Board's review and approval.


MOTION:

Move approval of the FY2010 Annual Flight Operations Report as presented in the
meeting materials.
              THE UNIVERSITY OF TENNESSEE
          FY 2010 UT FLIGHT OPERATIONS REPORT


The FY 2010 University of Tennessee Flight Operations report is presented to the
UT Board of Trustees in accordance with university Fiscal Policy 735, University
Aircraft.

The UT Flight Operations department provides university departments with safe
and reliable flight services using the UT plane and various charter flight operators
as appropriate. In FY2010, the UT plane was flown 309.0 flight hours during 346
separate flights or legs. A total of 251 legs, 73 percent, were flown between
Knoxville and Nashville or UT entities. That percentage of activity is comparable
to prior years. A total of 564 passengers were carried, which involved 218 different
individuals.

Since its acquisition in March, 2008, the UT plane, a 2008 King Air 350, has given
exceptional and reliable service. As we completed FY2010, no scheduled flights
were cancelled due to maintenance deficiencies due in large part to the
conscientious efforts of our on-site mechanic, James Denny.

As we approached the expiration date of the original manufacturer's paint warranty
on the UT plane, numerous deficiencies in the exterior paint were documented.
This culminated in repainting the plane's fuselage and various other parts of the
airframe, predominantly at the vendor's expense. The result was a renewed
exterior appearance with an accompanying additional paint warranty that should
serve the University's interests well in the years ahead.

Personnel changes in the department resulted from the retirement of David Currie,
who gave over 20 years of service to the department. After a nationwide search,
we welcomed James Liddle as a pilot to help continue our services to the
University.

The operating cost of the UT plane is funded from departmental charges and
system support. Departments paid $950 per flight hour during FY2010, which
assists in funding variable operating and routine maintenance costs. The system

                                                                          IIPaoe
                                                                              b
funds pilot salaries, benefits and extraordinary maintenance.

The cost of operations was $536,939. This amount is consistent with the annual
flight hour usage of 309.0 hrs. in maintaining the hourly operating cost of $1,738.

Major expenditures include pilot salaries and benefits of $261,578, fuel cost of
$128,443 and $40,123 in maintenance and repairs. The cost of fuel averaged
$462 per flight hour, which is consistent with the last 2 years.

The UT plane continues to operate at a lower per hour cost than charter flight
services and most commercial airline flights. It allows the passengers to make
more efficient use of their time, especially traveling within Tennessee, to reach
locations not served by commercial airlines on flight schedules that the airlines
cannot accommodate. We continue to make every effort to use the UT plane
before making use of charter flight services.

However, those charter flight services are essential to meeting the travel needs of
the University. In FY2010, the University contracted for charter flights valued at
$542,978. The primary departmental user is athletics, especially during the
football recruiting periods. Frequently more than one airplane is required on a
recruiting day. The added capacity offered by the charter flight services meets
that need.

Overall, FY2010 was a successful year for the UT Flight Operations department.
Customer service and increased efficiency continue to be reviewed for
improvement.




                                                                         21Page
                           UT Flight Operations (UT Plane)
                         Operating Costs per Operational Hour
                                    FY 2010-2006
                                                    2010                2009              2008          2007          2006
Recoveries/Support
  Departmental Recoveries                      $         201,163    $ 287,170         $ 318,161     $ 321,687     $ 236,000
  System Support (1)                                     175,776      183,565             270,682       172,822       212,625
  Athletic Support (2)                                   160,000      155,000           155,000       151,126         128,500
Total Recoveries/Support                       $         536,939    $ 625,735         $ 743,843     $ 645,635     $ 577,125
Expenditures
  Salaries & Benefits                          $         261,578    $ 312,605         $ 338,615     $ 291,704     $ 270,882
  Contract Pilots/Extra Service                           19,886       17,950              25,274        10,548         6,400
  Fuel                                                   128,443      153,176             201,876       154,996       112,854
  Routine Maintenance/Inspections                         40,123       33,723              57,757        94,466        82,346
  Travel                                                  12,098       11,994              25,278        12,632        16,729
  Printing                                                                 81
  Phone & Postage                                          4,543        3,906               3,545        3,259         3,198
  Pilot Training                                          13,250       30,700              39,305       23,400        22,400
  Supplies                                                13,290        1,852               9,874        5,252         5,174
  Computer Services                                                       804               4,388        4,673         3,995
  Office and Hangar Rent                                  22,590       22,590              22,096       23,033        25,350
  Liability Insurance                                     19,730       19,554              13,007       21,266        23,446
  Motor vehicle - Nashville                                             7,466
  Misc Operational Exp                                     1,410        9,335               2,826          406         4,351
Total Expenditures                             $         536,939    $ 625,735         $ 743,843     $ 645,635     $ 577,125
Net Gain/(Loss)                                $              (0)   $                 $             $             $
Total Flight Hours                                         309.0         324.4              431.3         415.0         311.9
Capital Maintenance                                                                   $             $             $   55,981
Cost per hour to operate    (3)   (without
capital maintenance)                           $           1,738    $    1,929        $     1,725   $     1,556   $     1,850

(1) System Support covers salaries, benefits, and capital maintenance/enhancements.
(2) Direct support from Knoxville athletic department.
                             BOARD OF TRUSTEES
                         THE UNIVERSITY OF TENNESSEE

                                INFORMATION ITEM


DATE:                     October 21,2010

COMMITTEE:                Finance and Administration

ITEM:                     FY 2010-11 Operating Budget Update

PRESENTED BY:             Charles M. Peccolo, Treasurer, Chief Investment Officer and
                          Interim Chief Financial Officer


Subsequent to the Board's June meeting, the Tennessee General Assembly revised
various items in the 2010 appropriations bill for FY 2010-2011. Most changes were one-
time adjustments to the non-recurring appropriations and are reflected on the attached
schedule. The proposed 3% employee bonus was eliminated with the funding returned
as maintenance of effort funds, federal stimulus funding (ARRA) was re-characterized as
one-time non-recurring appropriations, and 2010 ARRA monies were carried forward to
2011. The 2011 revised E & G state appropriation increased by $15.1 million due to
these revisions.
                                 ....                   .. ..
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                                                                                                                                                                                                                                 401K 550 Match Moved from Recurnng                                                                                                                                                                                     2,838,100

                                                                                                                                                                                                                                                                                           Ehminate 3% Bonus                                                                                                                                      -20.023,800
                                                                                                                                                                                                                                                       MOE-Restore Operating funds                                                                                                                                                                   19,038,100

                                                                                                                                                                                                                                                             FY2011 ARRA Moved to K-12                                                                                                                                                            -58.867..100
                                                                                                                                                Rep~ace                    FY2011 ARRA with One-time State Non-Recurring Funds                                                                                                                                                                                                                      58,475,500
                                                                                                                                                                                          Adjust Estimated FY201 0 ARRA Carryover to Actual                                                                                                                                                                                                             9,879,246

                                                                                                                                                                                                                                Adjust Estimated Fee Wafvers to Actual                                                                                                                                                                                             -9,900

                                                                                                                                          FY10 ARRA Carryover-Capital Maintenance Moved to Plant Funds                                                                                                                                                                                                                                                  6,613,498
                              BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                       ACTION ITEM


DATE:                       October 22, 2010

COMMITTEE:                  Finance and Administration

ITEM:                       FY 2011-12 Operating Budget Appropriations Request

RECOMMENDATION:             Approval

PRESENTED BY:               Charles M. Peccolo, Treasurer, Chief Investment Officer and
                            Interim Chief Financial Officer


Each year the University has the opportunity to present a state appropriations budget
request for support of operations for the new budget year. The formula funding
model is used to generate funding recommendations for the Chattanooga, Knoxville
and Martin campuses. As part of the request process, the University is also able to
submit additional programmatic improvement requests for the non-formula units.

A summary of the FY 2012 non-formula operating programmatic improvement
requests submitted to the Tennessee Higher Education Commission (THEC) for
consideration is attached for your review and approval. This request was filed with
THEC in accordance with their budget submittal instructions. Each programmatic
request supports one or more of the University's Strategic Plan initiatives and is
identified in the summary schedule.

The Operating Budget Submittal Guidelines approved by the Board of Trustees in
June 2005 state that the Finance and Administration Committee shall review,
approve, and recommend to the Board of Trustees the programmatic improvement
requests submitted by the administration to THEC for consideration. To meet
THEC's deadlines, the University's request must be submitted to THEC between the
Annual Meeting and the Fall Meeting of the Board of Trustees. However, if the Board
votes to change the University's request at the Fall Meeting, the administration will be
permitted to submit an amended request to THEC for consideration.


MOTION:

Move approval of the University's state appropriations budget request for
support of operations for the new budget year as presented in the meeting
materials.
                                            The University of Tennessee
                                  FY 2012 NON-FORMULA IMPROVEMENT REQUESTS
                                                                        Total         Total
                                                                       Request     Campus/Unit         TOTAL

      RESEARCH AND ECONOMIC DEVELOPMENT
       Space Institute
         Femtosecond Laser Amplifier                               $     385,000
         Ultra-sensitive Diagnostics in Applied Physics            $     320,000
         Consortium for Materials for Space Technology             $     176,200   $    881,200

         Agricultural Experiment Station
           Bioenergy - Center for Renewable Carbon                 $     921,025
           Exotic Plant Pest Initiative                            $     721,000
           Biometrics                                              $     307,850   $   1,949,875

       Institute for Public Service
         Law Enforcement Innovation Center                         $     564,914
         Center for Industrial Services                            $     262,500   $    827,414
      RESEARCH AND ECONOMIC DEVELOPMENT                                                            $   3,658,489

      STUDENT SUCCESS AND STUDENT ACCESS
        Health Science Center
         Academic Facilities Rejuvenation                          $ 5,000,000
          Faculty Start-up and Recruitment                         $ 5,000,000
         Information Technology Infrastructure                     $ 2,000,000     $ 12,000,000

        MTAS
         Student Interns in Municipal Government                   $      48,693   $     48,693
      STUDENT SUCCESS AND STUDENT ACCESS                                                           $ 12,048,693

      COMMUNITY OUTREACH AND GLOBALIZATION
       Institute for Public Service
         Center for Effective Leadership                           $     145,000        145,000

        MTAS
         Staff Compensation                                        $      56,702
         Training Consultants (2)                                  $     228,805
         Police Consultant                                         $     123,035        408,542

       CTAS
         Staff Compensation                                        $      70,049
         Legal Consultant                                          $     110,280
         Energy Consultant                                         $     117,280   $    297,609
      COMMUNITY OUTREACH AND GLOBALIZATION                                                         $    851,151

      OTHER INITIATIVES
       Extension
         Starting Salary, Compression and Equity Issues            $   3,407,020   $   3,407,020

        Veterinary Medicine
          Merit and Equity                                         $   2,275,000
          Research and Hospital Equipment                          $   3,205,061
          New faculty and staff positions in critical areas        $   2,943,720
          State Animal Disease Diagnostic Laboratory               $   2,141,353
          Animal Assisted Reading Program for Elementary Schools   $     212,172   $ 10,777,306

      Institute for Public Service
        Staff Compensation                                         $      53,160   $     53,160
     OTHER INITIATIVES                                                                             $ 14,237,486


      TOTAL NON·FORMULA IMPROVEMENT REQUESTS                       $ 30,795,819    $ 30,795,819    $ 30,795,819




Copy of FY 2012 list of Requested Improvements.xls, 10/5/2010
                           The University of Tennessee
      FY 2012 NON-FORMULA IMPROVEMENT REQUESTS SUMMARY

TOTAL UNIVERSITY: $30,795,819


Essential to the University of Tennessee accomplishing its goals and objectives is full funding of the
formula. Such resources would position the University to carry out its strategic plan, ensure support
of research and other programs, and help the University improve employee salaries. The University
recognizes the State’s current economic dilemma in relation to this request.


SPACE INSTITUTE: $881,200
Priorities Addressed: Research, Student Access, Student Success

 1.    Femtosecond Laser Amplifier                                                 $ 385,000
       In order to maintain national competitiveness in Laser Applications at the Center for Laser
       Applications (CLA), significant investment is needed in laser equipment and diagnostics to
       keep up with advancements in femtosecond laser phenomena. We are currently working
       with equipment that can be found in museums that highlight past advances in laser
       technology. CLA has published unique papers on femtosecond machining in Optics Express
       (3.3 impact factor). However, we are limited by our ability to characterize and manipulate
       the temporal and spectral nature of femtosecond laser pulses. These limitations stand in the
       way of further advancements and innovations in this emerging field.

 2.    Ultra-sensitive Diagnostics in Applied Physics                               $ 320,000
       There is a need for ultra-sensitive spectroscopy / microscopy diagnostic tools and modeling
       capabilities for multi-disciplinary experimental research. The equipment would support
       activities at UTSI and UTK and would also be available for doctoral research and STEM
       outreach programs. The addition of a coherent light source would also augment
       collaborative work with Sandia National Labs, Oak Ridge National Labs, New Mexico State
       University, Denver University, University of Nebraska, Auburn University, and researchers
       in France, Russia, Hungary, and Austria. With this equipment we would be able to do
       immediate research in laser-induced spectroscopy, and would be better able to attract
       external funding.

 3.    Consortium for Materials for Space Technology                                  $ 176,200
       UTSI is developing its Materials Program but neglecting to develop materials for space
       technology, which would directly align with its mission. In particular materials to provide
       energy in space via solar and battery power is desirable. In order to initiate this program a
       full time postdoctoral associate would be required and a half time research professor along
       with funding for materials. This moderate funding would be sufficient to obtain results to
       take the program to a level to attract federal funding and create a consortium for materials in
       middle Tennessee.




                                             Page 1 of 8
HEALTH SCIENCE CENTER: $12,000,000
Priorities Addressed: Student Success, Student Access, Research and Economic Development

 1.   Academic Facilities Rejuvenation and Rehabilitation                      $ 5,000,000
      Classrooms and research laboratories need to be enhanced with innovations that will make
      them more conducive to learning. Student’s familiarity and comfort with similar
      environments that they will likely experience when they enter the workforce will lead to
      more productive healthcare providers. Requested funding provides $1,500,000 for
      classroom enhancements; $1,250,000 for technology innovations; and $2,250,000 for
      research lab enhancements.

2.    Faculty Start-up and Recruitment                                               $ 5,000,000
      The University of Tennessee Health Science Center continues to rebuild and revitalize its
      ranks with new faculty - both senior researchers and those just starting their careers.
      However, the HSC is not alone and competition for top notch faculty requires significant
      start-up funding to allow researchers to hire research assistants and buy equipment in order
      to establish their labs and achieve new funding. These funds will allow the HSC to attract
      the very best faculty to conduct research and teach our students.

3.    Information Technology Infrastructure                                    $ 2,000,000
      The University of Tennessee Health Science Center requests funding to support the
      centralization and enhancement of the information technology infrastructure. Requested
      funding provides $750,000 for ongoing network/wiring upgrades; and, $1,250,000 for the
      implementation of the IT assessment, which may include hiring some staff and the initial
      funding for a computer "refresh" program.

AGRICULTURAL EXPERIMENT STATION: $1,949,875
Priorities Addressed: Research

 1.   Bio-energy – Center for Renewable Carbon                                    $ 921,025
      The State of Tennessee has taken an aggressive leadership role in creating a bio-energy
      industry in the state. The opening of the Genera Energy pilot/research bio-refinery and the
      recent establishment of the Center for Renewable Carbon places the state at the forefront in
      developing a sustainable industry to supplant significant amounts of imported oil, create
      local economic vitality and diminish environmental impacts of petroleum usage.

      This request seeks to maximize the potential of the bioenergy research laboratory with new
      faculty members to fill the skill sets missing in the current team. Funding will provide five
      new faculty (process economist, chemical engineer, lignin chemist, biochemist, and chemical
      biologist), one research associate, and two graduate research assistants.

 2.   Exotic Plant Pest Initiative                                                  $ 721,000
      Exotic (non-native) pests represent a serious and growing threat to not only forest and crop
      producers but also tourism and commerce in the State. The proposed Exotic Plant Pest
      Initiative would consolidate the numerous tasks of limiting the growth and spread of new and
      existing populations in Tennessee and the nation. Working with state and federal agencies,




                                           Page 2 of 8
      the Experiment Station intends to develop cooperative programs to attack existing species
      and develop technology for preventing the successful establishment of future invaders.
      Requested funding provides a specialized facility, three faculty positions, a facility manager,
      and two research associates.

 3.   Biometrics                                                                   $ 307,850
      The hallmark of agricultural research has been accurate, real world observations, leading to
      reliable cause and effect relationships. These characteristics will prove valuable in
      development of complex models to simulate environmental effects. This proposal is for two
      faculty and associated research support to utilize computational science in the modeling of
      complex environmental phenomenon associated with global climate change.


AGRICULTURAL EXTENSION SERVICE: $3,407,020
Priorities Addressed: Staff Compensation

 1.   Starting Salary, Compression and Equity Issues                                 $ 3,407,020
      According to a recent survey of Southern Region Personnel Officers, Extension agent
      starting salaries are ranked at the bottom of their southern region contemporaries. Tennessee
      is currently $1,500 below bachelors and $2,500 below master’s starting salaries.

      In addition, according to the USDA Survey of Salaries, effective December 31, 2009,
      Tennessee ranks last in average salaries for current agents among southern region states. The
      requested funding will support the recruitment of highly competent agents and help retain
      existing agents. In recent years, more than half of the professional employees who left the
      organization have done so for higher paying positions in industry, other colleges, or state
      agencies.

      Tennessee is also behind most other southern region state in rewarding first line supervisors
      (county directors) for administrative duties they are assigned to beyond their programming
      responsibilities. The administrative portion of a county directors’ salary is $2,500 per year.
      This amount has not changed since 1999 and does not take into account the size of the
      county staff, budget, or programs. A plan has been prepared to pay county directors an
      administrative supplement that is more in line with a level of responsibility that would vary
      from $2,200 to $5,500 annually.

      Requested funds:
               •   $613,800 - bring current employees to minimum salary
               •   $2,660,013 - address salary compression for professional employees
               •   $111,110 - address salary compression for agent administrative supplement
               •   $22,097 - bring support staff to new schedule minimums




COLLEGE OF VETERINARY MEDICINE: $10,777,306




                                            Page 3 of 8
Priorities Addressed: Student Access, Research, Community Outreach, and Economic Development

1.        Merit and Equity                                                         $ 2,275,000
          It has been four years since the college has been able to address equity issues and provide
          merit increases for top performing faculty and staff. We would like an increase in our
          recurring funds equal to 5% of our salary budget to use to reward our top performers. In
          addition, we request $975,000 in each of the next 3 years so that we can begin to address
          equity increases that have accumulated.

          Requested Funds:
                   •  $1,300,000 – College Merit Pool (Recurring)
                   •  $975,000 – College Equity Pool (Recurring addition for each of the next
                      three years)

2.        Research and Hospital Equipment                                             $ 3,205,061
          The College has been unable to keep our research and hospital equipment up-to-date
          given the practice of using clinic revenues and student tuition and fees to fill in the state
          appropriations decline over the years. The life expectancy of our hospital equipment
          varies from 5-7 years and our equipment inventory is currently $20 million. We are
          requesting $3.2 million in recurring funds to address ongoing aging equipment needs
          each year.

                  Requested funds:
                    •  Replace Research Equipment          $1,317,561
                    •  Replace Hospital Services Equipment $1,887,500

3.        Increase in Base Operating Funds – Faculty and Staff                              $ 2,943,720
          Requests funding to hire 10 faculty and 30 support staff to fill critical clinical teaching,
          business, and general operating function responsibilities within the college and hospital. The
          patient care and teaching workload responsibilities are excessive leading to 60-80 hour work
          weeks for faculty.

     4.   State Animal Disease Diagnostic Laboratory                                   $ 2,141,351
          Recurring funding is requested to expand coverage in the state from one central
          laboratory in Nashville to include a full service laboratory in Eastern Tennessee located
          at the College of Veterinary Medicine.

          For the past 4 years a renewable state contract has allowed us to provide limited necropsy
          services to local producers. This service has been very well received by livestock owners
          and practitioners, with the clear message that such state supported services must continue
          and expand in order to improve herd health, limit infectious disease outbreaks, and
          effectively diagnose biologically hazardous agents (e.g., foot and mouth disease, avian
          influenza, anthrax, etc.) that represent both public health threats and potentially huge
          economic losses to Tennessee agriculture and attendant services.

          This initiative would be designed to integrate veterinary diagnostics, population
          medicine, and farm animal medicine into comprehensive services that attain excellence in



                                                Page 4 of 8
      education, research, outreach, and professional practice. Veterinary diagnostics will
      provide essential services to veterinarians, producers, and animal owners in Tennessee
      and throughout the nation.

      The veterinary diagnostic laboratory will also serve as the medical interface between
      public health, population medicine, and animal production. Farm animal medical
      services will provide producers comprehensive care that will help ensure their economic
      well-being.

      Collectively, diagnostic services, farm animal services, and population medicine will be
      integrated into one comprehensive program addressing food safety, public health,
      emerging infectious diseases, bioterrorism detection, production medicine, and
      production economics - services that will enhance animal and human health.

 5.   Animal Assisted Reading Program for Elementary Schools                       $ 212,172
      Funding is requested to expand our animal assisted reading program HABIT (Human Animal
      Bond in Tennessee) statewide. These programs have been shown to help students with
      reading difficulties. During the last school year the HABIT Ruff Reading Program assisted
      18 public elementary schools, 40 classrooms, and served over 600 students in regular
      classrooms and approximately 130 special education or specials students each week. The
      objectives are to build confidence, self esteem, and reading skills of students by having an
      accepting dog “audience.”

INSTITUTE FOR PUBLIC SERVICE $1,025,574
Priorities Addressed: Research, Community Outreach, Economic Development, and Staff
Compensation

 1.   Staff Compensation                                                             $      53,160
      Attracting and retaining exceptional employees is the single most critical factor in our ability
      to serve Tennesseans well. The Institute for Public Service has made significant progress in
      bringing staff compensation closer to average market salaries over the last decade. IPS has
      used reallocations to make this progress without additional funding. An additional $53,160
      in recurring funds would help IPS bring all staff salaries in line with the market.

 2.   Law Enforcement Innovation Center                                              $ 564,914
      The Institute for Public Service created the LEIC in 1997 and since that time major programs
      have been developed to support the law enforcement’s specialized training needs in
      Tennessee and the nation. The LEIC is home to the National Forensic Academy, the South
      Eastern Command and Leadership Academy (SECLA), Homeland Security Programs and
      the National Cybercrime Academy. In its 10 year history, LEIC has trained over 20,000
      participants in 46 states; however, over half have been trained in Tennessee. While
      classroom and hands-on training is important in specialized fields, the LEIC is moving to
      supplement training with on-line, interactive training via the internet and web services. This
      expands LEIC's capability to reach many more in Tennessee and the nation. Current funding
      comes from federal grants, tuition and private gifts. The LEIC is now fully utilizing a newly
      renovated facility in Oak Ridge, Tennessee that increases its capacity to reach more
      participants in person and electronically.



                                            Page 5 of 8
               Requested funds:
                 •  $564,914 – 4.0 FTE (Executive Director, Training Specialist, Training
                    coordinator, Administrative Support)

3.     Center for Industrial Services                                                  $262,500
       UT Center for Industrial Services (CIS) seeks funding to more fully meet manufacturer
       needs, fulfill its strategic plan and address key findings of the Manufacturing Future in
       Tennessee (MFIT) study. The CIS strategic plan calls for CIS to help Tennessee
       manufactures adopt technology to develop and enhance products and improve processes.
       CIS will use requested funding to fund a technology deployment consultant, based in Oak
       Ridge, to help manufacturing customer’s access technology resources at Oak Ridge
       National Laboratory, Y-12 National Security Complex and the University of Tennessee.
        CIS also requests funding for a Manufacturing Information Coordinator to develop and
       maintain an information portal for Tennessee manufactures. The portal will provide a
       gateway for manufacturers to access information on federal, state and local resources.
       Together, the technology deployment consultant and manufacturing information
       coordinator strengthen CIS' ability to strengthen Tennessee's existing industry.

               Requested funds:
                 •  $262,500 – Technology Deployment Consultant, Manufacturing Information
                    Consultant

 4.    Center for Effective Leadership                                             $ 145,000
       IPS has developed a successful leadership development program for state and local
       government officials with very limited funding. By combining funds from grants and
       contracts, fee revenues, private donations, and internal reallocations, IPS has set the
       foundation for a center that will provide the best leadership and management programming
       for government officials across the Southeast. This approach to combined programming will
       strengthen the overall program while also ensuring administrative efficiency.

               Requested funds:
                 •  $145,000 – Trainers, facilitators, rooms w/AV etc, curriculum development,
                    travel, other operating


MUNICIPAL TECHNICAL ASSISTANCE SERVICE $457,235
Priorities Addressed: Community Outreach and Staff Compensation
1.      Staff Compensation                                                              $ 56,702
        Attracting and retaining exceptional employees is the single most critical factor in our ability
        to serve Tennesseans well. MTAS has made significant progress in bringing staff
        compensation closer to average market salaries over the last decade, but compensation
        continues to lag behind local government salaries where MTAS recruits. An additional
        $56,702 in recurring funds would help MTAS bring all staff salaries in line with the market.




                                              Page 6 of 8
 2.   Training Consulting                                                        $ 228,805
      Since integrating training services into direct city consulting provided by MTAS, the
      programs provided and demanded by customers has grown exponentially. In addition, cities
      of all sizes are requesting customized courses, more advanced coursework, and with the
      growth of state-mandated certifications, more assistance in obtaining initial and ongoing
      professional development. The funding request is for 2 full-time training consultants.

 3.   Police Consulting                                                              $ 123,035
      This consultant would be stationed in either Nashville or Jackson and would provide police
      consulting to the cities in the western half of the State. This would enhance and strengthen
      police consulting services for all of the State since we are currently providing those services
      on a ratio of around 300 cities to 1 police consultant.

 4.   Student Interns in Municipal Government                                      $ 48,693
      This funding will help support a tiered intern program that places students and graduates in
      cities for direct service and experience, places students and graduates in MTAS offices for
      support and experience, and supports independent study opportunities for graduate students.
      Internships will include those fully funded by this program, independent study (unpaid)
      research programs, and direct service with cities funded in partnership with participating
      municipalities. The funding request is for 10 part-time student interns.


COUNTY TECHNICAL ASSISTANCE SERVICE: $297,609
Priorities Addressed: Community Outreach and Staff Compensation

 1.   Staff Compensation                                                             $      70,049
      Attracting and retaining exceptional employees is the single most critical factor in our ability
      to serve Tennesseans well. CTAS has made significant progress in bringing staff
      compensation closer to average market salaries over the last decade, but compensation
      continues to lag behind local government salaries where CTAS recruits. An additional
      $98,048 in recurring funds would help CTAS bring all staff salaries in line with the market.

2.    Legal Consultant                                                          $ 110,280
      Due to demand, the position is needed on a permanent basis. CTAS legal consultants:
             (1)   respond to approximately 2,500 requests each year,
             (2)   provide oral and written legal opinions,
             (3)   prepare and update 12 major CTAS publications
             (4)   monitor and report on all legislation affecting county governments
             (5)   develop and update materials for on-line training courses, and
             (6)   develop and teach classroom courses for the County Officials Certificate
                   Training Programs (COCTP).

 3.   Energy Consultant                                                        $ 117,280
      CTAS does not have an energy consultant to serve all 95 counties. It is no surprise that
      energy costs have become a critical concern for local governments. Increasing prices are
      affecting county budgets and services to Tennesseans in every community. CTAS has been




                                            Page 7 of 8
successful in helping some counties cope with rising energy costs, but has hardly scratched
the surface when it comes to the needs in all 95 counties. It is hard to overestimate the
potential economic impact of helping local governments reduce energy costs. It serves the
citizens of Tennessee by keeping essential services like education, public safety, and
economic development activities viable while holding taxes in line. The funding request is
for 1 energy consultant.




                                    Page 8 of 8
                            BOARD OF TRUSTEES
                       THE UNIVERSITY OF TENNESSEE

                                  ACTION ITEM


DATE:                     October 22, 2010

COMMITTEE:                Finance and Administration

ITEM:                     FY 2011-2012 Capital Outlay & Capital Maintenance
                          Projects

RECOMMENDATION:           Approval

PRESENTED BY:             Charles M. Peccolo, Treasurer, Chief Investment Officer and
                          Interim Chief Financial Officer


In accordance with the Tennessee Higher Education Commission and State
Department of Finance and Administration guidelines, the administration has
developed the Capital Outlay and Capital Maintenance Funding Requests for FY
2011-12 and subsequent years.

The five-year schedule for Capital Outlay reflects $665,100,000 in recommended
Capital Outlay Projects. The five-year schedule for Capital Maintenance reflects
$175,680,000 in recommended Capital Maintenance Projects.

The administration seeks approval of these requests and authorization to enter into
contracts for design and construction within available funds. Upon approval by the
Board of Trustees, the administration will submit the Capital Budget to state
government.


MOTION:

Move approval of the Capital Outlay and Capital Maintenance Funding
Requests for FY 2011-12 and subsequent years as presented in the meeting
materials.
                                                             THE UNIVERSITY OF TENNESSEE
                                                              CAPITAL OUTLAY PRIORITIES
                                                                STATE APPROPRIATIONS


Priority                           Projects                          FY 11-12       FY 12-13           FY 13-14          FY 14-15           FY 15-16

   1       UTK - Strong Hall Addition & Renovation                    $52,500,000
   2       UTK - Academic Building I (Melrose Site)                    55,000,000
   3       UTHSC - Humphreys GEB Annex                                 21,100,000
   4       UTK/UTHSC - Audiology & Speech Pathology & Psy. Clinic      31,000,000
           TOTAL                                                     $159,600,000

   5       UTK - Jessie Harris Bldg. Addition-Ph. I                                  $31,400,000
   6       UTIA - Ellington Hall Renovation                                           27,500,000
   7       UTC - Fine Arts/Lupton Building Renovation                                 31,500,000
   8       UTK - Academic Building II (Stokely Site)                                  80,000,000
           TOTAL                                                                    $170,400,000

  9        UTK - Earth & Planetary Sciences Bldg. Renov.& Addition                                 $    41,000,000
  10       UTSI - Aviation Systems Facility                                                             12,900,000
  11       UTM - Fine Arts Renovation & Addition-Ph. II                                                 11,800,000
  12       UTIA - McCord Hall Renovation                                                                15,200,000
  13       UTHSC - Coleman Building Renovations                                                         25,000,000
           TOTAL                                                                                   $   105,900,000

  14       UTC - Lab Sciences Building                                                                               $     59,500,000
  15       UTM - Classroom Building                                                                                        44,600,000
  16       UTC- Health Sciences Building                                                                                   49,100,000
           TOTAL                                                                                                     $    153,200,000

  17       UTK - College of Nursing Renovation & Addition                                                                               $     36,300,000
  18       UTHSC - Mooney Building Renovations                                                                                                 7,500,000
  19       UTM - Joseph E. Johnson EPS Addition & Renovation                                                                                  32,200,000
           TOTAL                                                                                                                        $     76,000,000

           GRAND TOTAL                                                                                                                      $665,100,000
                                                                                       THE UNIVERSITY OF TENNESSEE
                                                                                      CAPITAL MAINTENANCE PRIORITIES
                                                                                           STATE APPROPRIATIONS




I __   ~~ -+~~~~ _~~-'~X~El~<:!~~~Uild_irl~JI'l1J?i()Vement~_~r--~_ 3,j~il~90o~~~-=_~==~1                                                                    ~~=~ ~=-=J-~-~~~-~~~=~-~~f

 _~~-lQT~~~~~:~~!~§.:~~enIS-~=_· .• _=.~~-.~~--11i~:~~t-~---~-==i~~:-~=--t-------.-=~j==--~~~=~--~
       t~~-~i~~~ ~-~~i~i~~,:~~P~~~;~~~~~~~~'~~~'~-~-'--~-""--~_j
   -~-~~--             ..   ~~.-~~.~-.~.-~.-.".----.-~-.---.-----   ...- - - - . - - -
                                                                                                           ___ J,~~o,~ooL_. ___. __~L~~~____                                 I    ' -..   ~--~-~.~~

       8                                                                                                           '-~~--~.-+-~-~--.---~~.--+ ----.--~  ..               ... ~ ..-~+--.--....- .. --~·-+---~--~~-----·I

              _   ~~        .-Greenhouse     ._~       ____   ~~   ___   ~_   .. ~~ _..                             _____ _
                            I - Student Center Improvements
I~_~              ~-=--fro~.k BUildirl.g S~~te;'s I~p~~~~~ents_~~~~=-~= -~--T~---1~950'00o~1
                      L                 .. --.-~.---.~---- .. ~-----~-t$ 3~~~~OO~+~_~ ___ ~_~ __ +~~_.. ___._ ..                                                           +_ . ___ ._~.__..l._._~_.~        _ _ _ .. _ _ .



             _
I-----.---r-- ' - '
                            - Science -.-... ----~--.----~----.--
                                  - ....
                                         & Engineering Bldg Systems Impr-Ph I              -···---..~-·t          ------.--+-~-       ..':--'   -~t-- -~·      ..
 ..~_~._+_._.. ~_Greenhous~mpE.()\I~_men._t_s.~_N os_._1~6. .2_5 an_.d.____ _____ .
                                              .. __ ....     .. __.. 160._2.
                 TM - Steam Line                                                                                                                                             ""~-"-"-~-~-"'~""~'~'~-'--'--



            ___ ~. ____~. ~~~_~al~tY~::>~~l!rityJ.rnprovell1ents .. ___ _
                   - HVAC Contr()I~~y_~~e.Il1~P..basel ___ ~
            _ IA .. Clyde Austin 4-H Center Improvements
     _ '---r'---~-~~'- ~- -'-~'~-'-"'-'-.-- ..- - -"---"'-~-"
/-----                                                                                                                 ~._.~           '
                                                                                                                               +____. __ __ ...c..__                ..
                                                                                                                                                       ~_+____~--.- ~




                                       .-
                   .. Elevator Improvements .. Phase III
                  ----~.--        .~~;- ;~.-~ ~-'-'-~"""--- ----'--~- -~-'-.-.    .         .          t   '-'~


~--"--"-+~-~~~~;~:~:~il~~il~~ ~"J~~v:~:::;'eni~-~----'--~--T-'----' ---.-.--i-.-~--:-.''':''::::..'~~-::=-+--.-.--


F-;~=]~~j~~~~~J!~~~~~~-~T--=-~---t~m~ I ~ ~=-t-'
       ~6_LlLTrv1-=~lement HVAC&EI~ctric~lJme~()vel"l1~_I'l~_- Phase I                                             _____~I~--~--2~340,OOOI~----=-~~--=-~J-~--- ~--~.- ~                        . ..
.____ .. ~~_ \TOIAL __ ~_~__                                                                                                   _~_~ ~~~~22~~~~~ ___ ~ __ .______            +
       -=ji~~~ ~
           ~gOTAL FY
                                   :!::: ·----j~-1- 9110.0oii[
                                   15-16~ .~-    ----~---~...
                                                                                                                                                             $29.
                                                                                                                                                                             I'           .""I·.U"-U.U"U   -.. ---~-~--~-..~-.-I

              GRAND TOTAL
                               BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                       ACTION ITEM


DATE:                       October 22,2010

COMMITTEE:                  Finance and Administration

ITEM:                       FY 2011·2012 Revenue/Institutionally Funded Projects

RECOMMENDATION:             Approval

PRESENTED BY:               Charles M. Peccolo, Treasurer, Chief Investment Officer and
                            Interim Chief Financial Officer


The administration has developed the revenue-funded projects listed on the attached
summary for inclusion in the FY 2011-2012 State of Tennessee Budget Document.
Identified projects total $213,645,000. Although, no State funds are requested,
legislative approval of the projects is necessary. The administration seeks approval of
these projects prior to submitting them to the Tennessee Higher Education Commission
to begin the legislative approval process. The administration also seeks authorization to
enter into contracts for design and construction for these projects within available funds.

The administration also seeks authorization to enter into contracts for design and
construction associated with revenue/institutionally funded projects subsequently
identified during the fiscal year. Any such projects will be approved by the President
and reported to the Board of Trustees at its next regularly scheduled meeting.


MOTION:

Move approval of the Revenue/Institutionally Funded Projects for FY 2011·2012 as
presented in the meeting materials.
   THE UNIVERSITY OF TENNESSEE
PROPOSED REVENUE FUNDED PROJECTS
           FY 2011·2012




                                   213,645000
                              BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                       ACTION ITEM


DATE:                       October 22,2010

COMMITTEE:                  Finance and Administration

CAMPUS/UNIT:                UT Health Science Center

ITEM:                       Property Acquisition - 208 S. Dudley Street

RECOMMENDATION:             Approval

PRESENTED BY:               Charles M. Peccolo, Treasurer, Chief Investment Officer and
                            Interim Chief Financial Officer


The University of Tennessee seeks approval to acquire approximately 1.01 +/-acres
located at 208 S. Dudley Street in Memphis, Tennessee. The property is located on the
southeastern outside edge of the UT Health Science Center campus. It is improved with
a one-story 32,681 +/- square foot warehouse that contains approximately 15,000 +/-
square feet of office/retail space and was constructed in approximately 1951. Attached
is a map reflecting the location of the property.

The proposed property will replace warehouse/records storage space displaced by major
renovations to the Mooney Library and the demolishment of the Beale building.
Acquiring the property is in lieu of building new space. The property is one block outside
of the UT Health Science Center's Campus Master Plan.

The University requests approval to acquire the property located at 208 S. Dudley Street
in Memphis, Tennessee at a purchase price that is equal to or less than the appraised
value.

Additionally, the University seeks authorization to revise the University's land acquisition
plan to include this property. Upon approval by the Board of Trustees, the University will
seek all required State approvals.


MOTION:

Move approval to acquire the property located at 208 S. Dudley Street in Memphis,
Tennessee, at a price equal to or less than the appraised value and to revise the
University's land acquisition plan to include this property.
                               BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                       ACTION ITEM


DATE:                       October 22,2010

COMMITTEE:                  Finance and Administration

CAMPUS/UNIT:                UT Knoxville

ITEM:                       Grant of Permanent Easements for Cherokee Farm -
                            Knoxville Utilities Board (KUB)

RECOMMENDATION:             Approval

PRESENTED BY:               Charles M. Peccolo, Treasurer, Chief Investment Officer and
                            Interim Chief Financial Officer


The University of Tennessee and Knoxville Utilities Board (KUB) propose several
Permanent Utility Easements across the Cherokee Farm site located in Knoxville,
Tennessee, and KUB thereby seeks authorization for access and utilities, ingress and
egress, over, under, and across the property for the purpose of repairing and servicing
utilities.

The proposed Permanent Easements are variable in width, length and shape. The
Easements are necessary to construct and maintain the infrastructure and
improvements for the development of Cherokee Farm. Said utilities shall primarily
consist of electricity, water, sewer and gas.

The University requests approval of the Easements described above that contains
approximately 809, 932 +/- square feet or 18.59 +/- acres.

The University will seek all required State approvals.


MOTION:

Move approval of the grant of Easements to Knoxville Utilities Board (KUB) for
the Cherokee Farm site as presented in the meeting materials.
                              BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                       ACTION ITEM


DATE:                       October 22, 2010

COMMITTEE:                  Finance and Administration

CAMPUS/UNIT:                UT Martin

ITEM:                       Collins Gift Property Located at 114 Old Fulton Road

RECOMMENDATION:             Approval

PRESENTED BY:               Charles M. Peccolo, Treasurer, Chief Investment Officer and
                            Interim Chief Financial Officer


The University of Tennessee seeks approval to accept as a gift from Walter and Susan
Benson Collins approximately 0.44 +/- acres located at 114 Old Fulton Road in Martin,
Tennessee.

Programmatically the property will be used as a ropes course and ROTC obstacles
course. The property is a vacant lot that is contiguous to the east of UT Martin's
agriculture property. In addition, it is located just outside of the UT Martin Campus
Master Plan.

The University requests authorization to accept the gift property described above.
Additionally, the University seeks authorization to revise the University's land acquisition
plan to include this property. Upon approval by the Board of Trustees, the University will
seek all required State approvals.


MOTION:

Move approval to accept a gift of real property from Walter and Susan Benson
Collins located at 114 Old Fulton Road and to revise the University land
acquisition plan to include this property.
                              BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                      ACTION ITEM


DATE:                      October 22, 2010

COMMITTEE:                 Finance and Administration

CAMPUS/UNIT:               UT Martin

ITEM:                      Property Acquisition in Hornbeak, Tennessee,
                           fromTennessee Wildlife Resources Agency

RECOMMENDATION:            Approval

PRESENTED BY:              Charles M. Peccolo, Treasurer, Chief Investment Officer and
                           Interim Chief Financial Officer


The University of Tennessee seeks approval to acquire approximately twenty (20) acres
from Tennessee Wildlife Resources Agency (TWRA), located in Hornbeak, Tennessee.
The property is improved with a building that was formerly used as a hunting lodge. The
building, consisting of approximately 3,492 square feet, was constructed in 1958 and is
comprised of ten (10) lodging units, one (1) laundry room and two (2) exterior restrooms.
Additionally, the location of the property is adjacent to Reelfoot Lake and is
approximately thirty-six (36) miles from the UT Martin Campus.

The property will be used programmatically as a teaching center, for rese"arch and
student field trips. Educational conferences and summer courses can be taught at the
property utilizing the property's woods and ecosystem.       The Tennessee Wildlife
Resources Agency shall retain the property's water frontage.

TWRA proposes to convey the property to the University at no cost. The conveyance is
subject to a reversionary clause that requires the property to be returned to TWRA
should the University abandon it.

The University requests authorization to acquire the property described above. Upon
approval by the Board of Trustees, the University will seek all required State approvals.


MOTION:

Move approval to acquire twenty (20) acres in Hornbeak, Tennessee, from
Tennessee Wildlife Resources Agency at no cost but with a right of reversion to
TWRA if the University abandons the property.
                                                            THE   UN IVERS ITYofTENNESSEE
                                                                             Office of Federal Relations
                                                                                          P.O. Box 15145
                                                                             Washingtor, DC 20003-0145
                                                                                         (240) 271-8305
MEMORANDUM

Date: October 21,2010

To:    Mr. Hank Dye
       Vice President of Public and Government Relations

From: Kurt W. Schlieter
      Associate Vice President and Director of Federal Relations

Subject: Update on Congressional Activity


General Overview: Congress left Washington earlier than scheduled to campaign ahead of the
November election. The Congress failed to pass a budget this year and as the new fiscal year
began on October 1, none of the appropriations had cleared the chambers. The House and
Senate, however, passed a Continuing Resolution to keep the government funded at roughly their
current levels until December 3. They will have to return before that date to consider what is
likely to be an Omnibus Appropriations measure combining the 12 appropriations bills.

A number of items have been postponed until after the elections, including debate on whether to
extend the 2001 and 2003 tax cuts, including an extension of the expired estate tax, as well as an
alternative minimum tax "patch." Conference of the defense bills and continued debate on other
measures, such as food safety legislation, a strategic arms reduction treaty, and the remaining
appropriations bills will not occur until a lame-duck session in November and December.

Also among the issues that may come up in the lame-duck session is action on the DREAM Act.
This measure would provide certain children of illegal immigrants who graduate from US high
schools the opportunity to earn citizenship if they complete two years in the military or two years
at a four year higher education institution. Among the many provisions of the bill, the DREAM
Act would allow states to decide on their own how to determine eligibility and residency for in-
state tuition purposes. Before Congress recessed for the year, the measure was included in the
Senate's fiscal year 2011 defense authorization but the bill failed to pass on a procedural vote.
The chance of addressing many of these issues very much depends on the outcome of the
elections in November.

Appropriations: There is widespread disagreement between parties and the two chambers about
earmark reform. Several members of the Tennessee delegation did not submit any requests this
year, meaning they did not submit UT requests. However, even in this uncertain environment,
we have been successful in a number of areas, including $500,000 for the LEIC; $500,000 for
UTIA's Bioenergy Production; $l.25 million for UTIA's Hemlock Wooly Adelgid; and, $1
million for UTK's Partnership for Emerging Energy Technologies. Importantly, we continue to
focus on building relationships with key federal agency personnel and public policy makers so
that federal funding for key programs can continue uninterrupted.



                                                 1
THE   UNIVERSITYofTENNESSEE
KNOXVILLE, CHATTANOOGA, MARTIN, TULLAHOMA, MEMPHIS




         FEDERAL RELATIONS

      STRATEGY UPDATE 2010-2011




                    DRAFT
August, 2010
Federal Strategy Update for 2010-2011



Situation Analysis

In recent years, the University's focus in Washington has been more directed toward the state's
Congressional delegation and appropriations, while still maintaining a reasonable level of
activity with agency personnel, public policymakers, and associations.

As economic factors worsen and congressional earmarks continue to incur disfavor, higher
education faces increasing federal funding challenges. It is now more critical than ever that the
University aggressively assert the value of its best faculty and most significant programs not only
to Congress, but to the Executive Branch, agencies and higher education associations so that they
can continue to be sustained.

Recognizing the need for this shift, we have begun to build on our relationships through
expanded proactive outreach, advocacy and support for UT's funding priorities.

Strategic Considerations:

 1. Increase the University's involvement and presence in the Association of Public and Land-
    grant Universities (APLU), (formerly NASULGC) to enhance support for increased funding
    for major research accounts like NSF and NIH that directly benefit significant numbers of
    our faculty and programs.
           o Tactics
                  • A more involved presence on various APLU budget and appropriations
                      subcommittees.
                  • Focus on supporting shared interests of APLU and UT in funding such
                      core research activities as: BiomasslBiofuels, Environment/Climate,
                      Materials Science, Medical and Healthcare.
                  • Collaboration with other universities to position science, technology,
                      engineering and math initiatives with the associations and agencIes as
                      robust means of stimulating university education.
                  • Support a broad array of programs and agency-sponsored projects,
                      particularly with the Department of Energy (DOE).
                  • Build on our significant success with the United States Department of
                      Agriculture (USDA) and continue to drive USDAIDOE-sponsored
                      initiatives to fund signature programs such as UT Biofuels Initiative.
                  • Seek similar long-term funding opportunities within DOD and other
                      federal departments as the College of Business and Air Force have
                      developed.
                   • Additional federal direct and indirect investment that APLU involvement
                      can help facilitate, include areas of: defense research, homeland security,
                      energy, agriculture, transportation, health, environment, and science and
                      technology across federal departments.
                   • Increased federal financial aid for students, study abroad efforts.


                                                2
               • Identify the top two dozen research accounts beyond NSF that fund UT
                 faculty research.
                 o Work with designated campus research staff to identify top faculty.
               • Work through the delegation and APLU to increase funding in smaller
                 research accounts where faculty already has distinct, strategic advantages.

2. Expanding UT's outreach beyond APLU and maximize UT association membership
   using our strategic research agenda as a guide to working through each of the academic
   and professional associations the University supports on behalf of faculty researchers.
       o Tactics
              • Many UT molecular scientists are members of the American Chemical
                  Society. Others are members of Council for Advancement and Support of
                  Education or the Association of American Medical Colleges. Conduct an
                  inventory of those memberships and determine faculty members who have
                  interest and willingness to become actively involved.
              • Develop agenda, guidelines and communications necessary to engage
                  faculty within those groups.
              • Continue to highlight UT's signature programs in Biofuels, Material
                  Science, EnvironmenUClimate and healthcare research.
              • Seek additional opportunities for collaboration with other universities,
                  other public policy meetings and discussion possibilities. Develop a
                  listing and profile of other universities with potential for collaboration.
              • Raise awareness and exposure of UT experts with the associations and as a
                  result, UT likely has additional opportunities to testify before Congress
                  and speak at association events.
              • Continue to support and promote efforts of UT faculty and staff testimony
                  before Congressional committees.
              • Work with associations and groups with shared interests such as the
                  campaign to reauthorize the Small Business Innovative Research (SBIR)
                  and Small Business Technology Transfer (STTR) programs.

3. Maximizing campus exposure to federal agencies will prove more important than ever in
   this new environment. That makes contact with UT's researchers all the more critical.
       o Tactics
              • Special attention should be paid to learning where funding is available,
                  matching the appropriate researcher to it, and convincing agency
                  leadership of the need for funding support.
                      • Example: Continue to lead efforts to grow the National Nuclear
                          Security Agency's Integrated University Program within NNSA
                          and with the delegation.
              • Develop a listing of the top dozen agencies providing funding in UT's
                  areas of interest. Determine existing contacts.
                      • Example: Continue to develop with Knoxville Office of Research
                          UT contacts within the federal agencies.
              • Working with each campus on core programs and develop key
                  relationships throughout federal agencies, particularly at the Department



                                            3
                  of Defense, the Department of Energy, the Department of Homeland
                  Security, the Department of Transportation, and the Environmental
                  Protection Agency.
              •   Use aggressive outreach and marketing techniques to bring top UT faculty
                  and researchers to the key decision-makers throughout the federal
                  agencIes.
              •   Working with appropriate research leadership on each campus, a regular
                  schedule should be coordinated whereby the UT plane is utilized to bring
                  researchers to Washington on a regular basis to make pre-arranged calls
                  on the agencies where opportunities are identified. The UT federal
                  relations office, in concert with outside consultants, will assist in the
                  identification and arrangement process.
              •   The Intergovernmental Personnel Mobility Act (IPA) program provides
                  for temporary assignment of personnel in state and local governments, and
                  colleges and universities at a federal agency. Faculty are assigned to an
                  agency as a Program Manager for a specified time and return to campus
                  with valuable experience, knowledge and contacts. While in DC, these
                  faculty can help policy makers understand how UT's strategic research
                  agenda specifically fits the agency's mission. The University should
                  identify prospective participants from among its faculties and develop a
                  program to encourage participation.
              •   Continue to secure federal program funding and contract opportunities
                  leading to more university led research, resulting in spun-out companies
                  through the UT Research Foundation.
                      • Subsequently assist those small businesses in securing purchase
                          contracts or additional R&D funding, including DOD Small
                          Business Innovative Research (SBIR) funding.

4. Seek ways to grow partnership with Oak Ridge National Laboratory and other natural
   partners, such as the Memphis Bioworks Foundation, St. Jude Children's Research
   Hospital, and The Med (The Regional Medical Center at Memphis).
       o Tactics
                • Take a more proactive, assertive role with Oak Ridge National
                   Laboratory, including working closely through our management
                   relationship to maximize support for the University's specific interests.
                • Support ORNL's priorities with the delegation and the agencies.
                • Align strategies to point where UT and ORNL naturally talk about joint
                   UT -ORNL programs.
                • Leverage the unique ORNL relationship to secure new strategic federal
                   funding partnerships.
                • Develop original opportunities of federal support for both UT and
                   ORNL in areas that ORNL may not be able to easily access.
                • Federal relations meets regularly with ORNL and UT-Battelle leadership
                   to discuss opportunities.
                • ORNL and UT leadership meet with delegation together on shared
                   priorities.



                                           4
                 •   UT has significant knowledge and experience in DOE mission critical
                     fields. Work with ORNL on strategic DOE initiatives that provide
                     federal funding support to both institutions.
                 •   Position UT to develop funding priorities alongside ORNL.
                 •   Continue to work with delegation to support The Med and its activities.

5. Seek opportunities to maximize utilization of the Howard Baker Center for Public Policy
   in developing relationships and unique standing.
       o Tactics
              • Develop a list of policy concerns and considerations on a broad national
                  level and match these with opportunities to engage with the Baker Center.
                      • Example: Help shape the policy landscape to make Biofuels
                          industry viable and prosperous.
                      • Example: Help shape national/global nuclear security enterprise
                          through policy, law, and diplomatic engagement; education;
                          science and technology; operational and intelligence capabilities;
                          and, real world applications.
              • Work with Baker Center leadership to determine contacts, priorities and
                  schedules.
              • Seek opportunities whereby the Baker Center can host and participate in
                  sponsorship of policy exploration relative to UT's key areas of strength
                  and interest at the national level.

6. Continue working to enhance engagement of chancellors, faculty, staff and trustees in the
   University'S federal relations efforts.
      o Tactics
              • Increased interactivity and engagement.
                          • More frequent UT federal relations director visits to campuses.
                          • Member and staff field trips / campus tours.
                          • UT leadership, faculty, researcher trips / visits with members /
                               agencies in DC.
                          • Providing opportunities for campuses to host workshops,
                              seminars and panels aimed at federal agencies.
                          • Coordinate with the UT alumni office to support DC area
                              programs for legislative involvement.
                          • Provide on-going support for campus sponsored internship
                              programs in DC.
                          • Federal relations director available for regular meetings in the
                              district and state offices of the delegation joined by appropriate
                              campus personnel.
                          • Increased communications activity.
                          • Periodic updates on legislative activity that has occurred or is
                              on the horizon via email, phone calls, meetings, reports.
                          • Periodic conference call with designated groups for strategy
                              discussions and updates.



                                             5
                           •   Maximize distribution and follow up regarding information on
                               recently announced funding opportunities.
                           •   Enhanced interactivity of government relations website,
                               including an upgrading of the federal relations section and
                               regularly posted information. The goal is to make the website
                               an important resource for our constituents.
                           •   Facilitate positioning to seize opportunities as they arise for
                               longer range planning for items like the Federal Highway
                               Reauthorization bill, which happens only every five years.

7. Strongly support and adhere to the policy of a single point of contact for all legislative
   matters.
       o Tactics
              • The System Vice President for Public and government relations has
                 overall responsibility for all legislative strategy and activity. The director
                 of federal relations, with offices in DC, handles the day to day operational
                 aspects of that responsibility. It is critical that all campus efforts, contacts
                 and activities be overseen and coordinated within these two offices.
              • Continue to advocate and advise delegation and staff on potential harmful
                 legislation, as well as beneficial measures.
              • Federal relations will continue to advocate the ongoing work with
                 delegation on legislation beyond appropriations, for example, Higher
                 Education Act, America COMPETES, Patent Reform, Student Loan
                 legislation, Defense Authorization, ARPA-E Authorization, Energy
                 Independence and Security Act, NASA Reauthorization, Justice
                 Department Programs Reauthorization, and Surface Transportation
                 Reauthorization.
              • There will be consistent opportunity for input and interaction in strategy
                 and activity determinations for all campuses.




                                             6
                                   mE UNIVERSITYofTENNESSEE
                                                           "r
                                   KNOXVILLE, CHATTANOOGA, MARTIN, TuLLAHOMA, MEMPHIS


                                            OFFICE OF STATE RELATIONS



MEMORANDUM

TO:             Hank Dye
                Vice President for Public and Government Relations

FROM:           Anthony Haynes
                Associate Vice President and Director of State Relations

DATE:           October 1, 2010

SUBJECT:        Summary of Key State Relations Activities for the Period july 1 - October 1, 2010

Meetings with the Tennessee Hearing Society
Since July, in response to UTHSC leadership, I have been meeting with the legislative representative for the
Tennessee Hearing Society in efforts to reach consensus on removing the statutory prohibition for the sale of
hearing aid devices by public university speech pathology programs. Our goal is to forge a closer, productive
relationship with the organization that results in removal of the prohibition. Enabling the sale of these devices
to the public would help the financial stability of the academic and practice programs.

UT Foundation Legislative Briefings
During recent months, the Office of State Relations (OSR) identified, organized, and helped execute a series of
briefings across the state with selected state legislators and officials on the proposed changes to The
University of Tennessee Foundation. The briefings were conducted by Interim President Jan Simek, Acting Vice
President for Development and Alumni Affairs Scott Rabenold, and Vice President for Public and Government
Relations Hank Dye. The proposal was well received. We are now working with the General Counsel to
develop language for required legislation and will continue to work toward legislative action in the upcoming
session-including securing bill sponsors.

President's Annual Campus Visits
During late August and early September, President Simek conducted statewide campus visits, which included
luncheon meetings with community leaders, elected officials, and key campus supporters. Each year, OSR
supports this part of the President's campus visits by providing outreach with state and local elected officials.

Lottery Stabilization Task Force
The inaugural meeting of the Lottery Stabilization Task Force (LSTF) was held on August 16 to hear background
testimony regarding the pending financial shortfall facing the HOPE Lottery Scholarship Program. The joint
House and Senate committee was chaired by Senate Speaker Pro Tempore Jamie Woodson as well as the
House and Senate Education Committee Chairs, Representative Harry Brooks and Senator Dolores Gresham.
The panel heard testimony regarding revenue and expenditure projections for the coming years by the
Tennessee student Assistance Corporation (TSAC), the Tennessee Education Lottery Corporation (TELS), and
UT's Center for Business and Economic Research. The consensus numbers support a projected 1 to 2 percent
growth in annual revenues and similarly minimal growth in expenditures due to only slight increases in
participation. In the months leading up to the meeting, projections for the lottery shortfall had escalated to
nearly $120 million by the 2013-14 fiscal year; however, TSAC softened those projections, with annual
shortfalls ranging between $20 and $30 million. rather than the compounded shortfall previously expected.


              226 Capitol Boulevard, Sllite 212· Nashville, TN 37219 • Phone: 615-741-8220 • Fax: 615-242-6536
                                                                                                            Page 2

There was substantive discussion regarding the status of the lottery "reserve" account for the scholarship
program. Two years ago, legislation was passed that set aside the $350 million-plus reserve as a dedicated
investment. The annual interest derived from the account was then incorporated, meaning spent, into the
available revenue to fund additional scholarship opportunities. Debate revolved around whether to spend
down the sizable reserve to offset the shortfalls in the short term or to further protect the reserve in order to
continue drawing down the interest as available recurring funds for scholarships.

Tennessee Higher Education Commission Executive Director (THEe) Rich Rhoda,UT President Jan Simek, and
Tennessee Board of Regents (TBR) Chancellor Charles Manning provided testimony to the panel regarding
possible programmatic changes within the lottery. Their comments centered on the benefit to the higher
education landscape that the lottery program represents. The general tenor of the discussion seemed to focus
more on the immediate possibilities that might enhance the objectives outlined in the recent Complete College
Tennessee Act (CCTA) passed by the legislature in January. Two such options include: (1) reverting the length
of scholarship eligibility back to 120 semester hours and away from the current five-year policy and (2)
modifying the availability of lottery dollars to allow students stipends for summer coursework. Both scenarios
were well received despite the fact that no actual dollar savings will be derived from implementing them. All
Task Force members agreed on the need for the committee to meet again soon and annually thereafter. No
formal recommendations were posed or adopted by the group.

Joint Government Operations Subcommittee on Education
THEC, TBR, and UT representatives appeared before the Joint Government Operations Subcommittee on
Education on August 18. The Subcommittee, chaired by Senator Bo Watson, heard updates on efforts to
develop fuUy articulable degree programs and coursework that are transferable between Tennessee's 13
community colleges and 9 public universities. Eleven (11) degree programs will complete the process during
the current academic year, and an additional 27 programs will be added by August 2011. According to UT and
TBR, the process involves the combined efforts offaculty and staff from each ofthe institutions and further
evaluation and approval from the respective governing boards of the two higher education systems.

Education and Finance. Ways, and Means Committees - Complete College Tennessee Act Update
Tennessee's public higher education stakeholders were called before the Education and the Finance, Ways,
and Means Committees in August and September to provide statutory updates on the implementation of the
Complete College Tennessee Act. The presentations centered on two elements within the Act: the revised
funding model for higher education and the administrative consolidation of community colleges within the TBR
System. Historically, Tennessee, like most of the country, has utilized an enrollment-based funding model that
incentivized growth as a means to increase institutional funding. With the passage of CCTA, THEe was
required to develop and implement a revised funding model based more upon a range of weighted
performance outcomes rather than just enrollment increases. The new model will emphasize the mission
differentiation of each public postsecondary institution in Tennessee and develop a weighted system of
performance objectives for each one. Some of the outcomes stressed are: institutional graduation rates,
degrees awarded, persistence to graduation rates, and amount of funded research. The model will be phased
in over time to allow a similarly phased-out "hold harmless" approach to annual funding.

Questions arose during the presentation to the Senate Finance, Ways, and Means Committee regarding
possible issues with the process THEC utilized to revise the funding formula. Most of the questions centered
on changes to the revised formula that occurred between the last official meeting of the Formula Review
Committee on July 12 and the final released version on July 29. Several legislators proposed that THEC had
made unauthorized "tweaks" to the formula during that period that unfairly impacted several institutions,
particularly Middle Tennessee State University. The "tweak" in question refers to THEe's use of the
                                                                                                           Page 3

Carnegie Classifications to differentiate among the institutions based upon core missions. This determination
became the basis for the variable weights applied to the range of performance outcomes that make up the
formula for THEC's funding recommendation. Given the questions surrounding the use of Carnegie
Classifications, the Committee instructed THEC to hold additional meetings with the Formula Review
Committee to further evaluate the new funding model, pending further hearings to be held in October.

New Legislative/policy Staff for Health Sciences
On September 15, Ms. Brandy Bivens began her position as Associate Director for Health Sciences, Public
Policy, and Regulatory Affairs in the UT Office of State Relations. Ms. Bivens comes to UT from the firm of
Baker Donelson, where she was employed for seven years, representing a number of health-related clients,
including Methodist Hospital, a key partner of the UT Health Science Center (UTHSC). Bivens will represent
UTHSC in the areas of state and federal government affairs, working in Memphis, Nashville, and Washington,
DC. On September 29, UT's Government Relations team met with UTHSC Chancellor Steve Schwab and
Executive Vice Chancellor Ken Brown to discuss campus priorities in capital needs, public health/residency
program enterprises, and research, as related to legislative outreach and advocacy.

Office of State Relations Campus Visits
Each fall, OSR staff make dedicated campus visits to the Knoxville, Chattanooga, Martin, and Memphis
campuses for the sole purpose of identifying the needs and challenges facing each UT campus and institute.
During the visits, OSR staff members meet with the campus chancellor, academic and budget officers, faculty
senate leadership, and other groups, as deemed appropriate. These visits also provide an opportunity for
campus-based officials to ask questions regarding the political process and to learn more about the factors
leading to certain legislative outcomes. To date, we have made visits to the Knoxville, Chattanooga, and
Memphis campuses.

Southeastern Conference (SEC) Government Affairs Officials Meeting
Lou Hanemann and I will attend the annual meeting of SEC Government Affairs Officials held on the Louisiana
State University Campus in Baton Rouge from October 3-6.

UT Col/ege of Medicine Alumni Weekend Health Care Panel
On October 15, the UT Health Science Center will host the 2010 College of Medicine Alumni Weekend. One of
the planned activities is a panel discussion on the Affordable Care Act. The Office of State Relations was
requested to provide assistance in the organization and execution of the discussion. Panelists for the forum
are US Congressman and UTHSC graduate Phil Roe; Calvin Anderson of Blue Cross/Blue Shield ofTennessee;
Steve Burkett, President and CEO of UT Medical Group; Reginald Coopwood, CEO of Memphis Medical Center
(The MED); and Meri Armour, CEO of LeBonheur Children's Hospital. Dr. Mike Caudle, head of the Howard
Baker Center's health policy efforts, will provide an overview of the Act. I will moderate the event.

Introduction of New UT President
The OSR staff is reviewing considerations and options for proper introduction of the newly appointed
President to various legislators and elected officials and audiences. Most of the overall legislative outreach
effort will be channeled through the post-appointment statewide tour planned for the week of October 25.
THE   UN IVERS ITYotTENN ESSEE
KNOXVILLE, CHATTANOOGA, MARTIN, TULLAHOMA, MSMPHIS




        COMMUNICATION PLAN

INTRODUCTION OF NEW PRESIDENT




         Revised: September 29,2010



                Prepared by
Office of Public and Government Relations
SITUATION
The University of Tennessee Board of Trustees is expected to appoint the next president of the
University System on Oct. 22, 2010. Following is a communication plan for introducing the new
president to internal and external audiences on Oct. 22 and during a statewide tour.

TARGET AUDIENCES
Internal Audiences:                                    External Audiences:
    • Faculty, Staff                                       • Media
    • Trustees                                             • Legislature, Governor
    • Donors                                               • Community, Business leaders
    • Alumni                                              • Government organizations
    • Private partners                                    • General public
    • Students, Parents

KEY MESSAGES
  • The University of Tennessee has appointed the 24th president of the University of
     Tennessee System.
  • New president's qualifications, background, etc.
  • The Board of Trustees and the Presidential Search Committee were committed to finding
     a new leader to work with the five campuses and two statewide institutes as well as
     communities throughout the state to continue serving Tennessee as the leading institution
     of higher education. Search was extensive, inclusive and totally open.
  • President will be touring the state following the appointment to meet with faculty, staff
     and student audiences at each of the University's campuses and institutes as well as
     legislative, donor, alumni and community leadership.
  • Overview ofthe president's vision/plans for the future ofthe University, its statewide
     mission and how each campus and institute plays an integral role in achieving those
     goals .
   •
COMMUNICATION
Phase I - Announce appointment of president on Oct. 22, Anticipated between 9 and 11 :45 a.m.
   1. Web Package
       a. The webcast of the full board meeting will be accessible from the University
           homepage and employees, students and alumni will be encouraged to watch.
       b. The University homepage will feature a special announcement image or landing page
           directing viewers to the president's site announcing the appointment.
       c. The president's website will be updated simultaneously as will the presidential search
           website and a link will be available on the president's site.
       d. Campus websites will feature the same visual and link to the president'S site
           following the announcement.

   2. Employee Communications - Broadcast E-mails
      a. An e-mail from Interim President Jan Simek will be sent following the announcement
         to employees system-wide.

   3. Legislative, Donor and Alumni Communications - Broadcast E-maiis
       a.   E-mails from Interim President Simek will be sent following the announcement to the
            legislative delegation as well as donor and alumni databases system-wide.

                                                                                                  2
   4. Student Communications - Broadcast E-mails
      a. An e-mail from Interim President Simek will be sent following the announcement to
         students system-wide.

   5. Media Relations (Spokespersons - New president, Simek, Murphy)
      a. Press releases and media advisories will be produced and distributed to appropriate
         media outlets, including the student media on all campuses announcing the
         appointment.
      b. An introductory media event is anticipated for Oct. 22 to introduce the new president
         and hislher spouse. Depending upon availability, this event either will be conducted
         in person or via teleconference.
      c. Op-eds / Letters to the editor will be considered regarding the appointment.

Phase II - Introduce president to internal and external audiences
   1. Campus Tour
       a. A campus tour will be conducted following the appointment to introduce the president
            and hislher spouse to faculty, staff and student audiences. Members of the local
            media will be invited. Inclusion of area alumni, donors and legislators will be
            considered. Interactions will be mostly social, in-depth question and answer sessions
            will come later. Photos and video will be taken during tours and incorporated in
            January Alumnus and on the web.
                • (Invitations for these events will be e-mailed and express mailed. Lists are being
                   compiled now and campus planning will begin soon.)

   2. Additional Legislative Engagement
      a. Depending upon availability, an appearance will be arranged at the Legislative
         Tailgate reception prior to the UT / Alabama game on Oct. 23. Followed by presence
         in University Skybox Suites for game.




                                                                                                  3
TIMELINE
 Date    Decision / Action                                         Communication
 Oct. 4  Conference call with communication counterparts.
         Send timeline with pieces requiring their help.
 Oct. 6  Review of candidates by Search Advisory Council           -Public notice Sept. 29
         and submission of comments to Presidential Search         -Press release after mtg.
         Committee                                                 summarizing # of candidates, etc.
                                                                   not listing names. Have release
                                                                   ready Oct. I in case list is leaked
Oct. 7       Selection by Presidential Search Committee of         -Public notice Sept. 29
             candidates to be interviewed and approval and         -Press release (naming candidates
             initiation of background checking process             to be interviewed)
                                                                   -Internal broadcast recapping and
                                                                   promoting web casts from Murphy
                                                                   -Web posting
                                                                   -Internal publication
                                                                   announcements?
                                                                   -Targeted campus
                                                                   communication?
Oct. 8       Web promo for webcasts (come down Oct. 14);
             Post candidate CV s and mugs online
Oct. 12-13   Candidate interviews by Presidential Search           -Public notice Oct. 5
             Committee; Search Advisory Council to participate;    -Press release & internal memo
             Interactive webcast available - public submitting     -Press wrangling in Shiloh Room;
             rating forms; Candidate interviews by president's     set up backdrop
             direct reports and sharing of comments with the       -Public webcasts
             Presidential Search Committee                         -Internal campus publication
                                                                   announcements prior
Oct. 13 or   Development of advisory comments concerning
14           interviews by the Search Advisory Council to be
             shared with the Presidential Search Committee
Oct. 15      Final mock of e-mail and printed invitations ready;
             E-mail address loaded into Constant Contact
Oct. 19      Web promo for BOT webcast (come down Oct. 25)
Oct. 20      Candidates return and interviews continue with        -Public notice Oct. 13
             Presidential Search Committee and trustees;           -Press release & internal memo
             Selection of nominee/s for recommendation by the      -Press wrangling in Shiloh Room;
             Presidential Search Committee to the Board of         set up backdrop
             Trustees; Candidates leave town; Possible Search
             Committee meeting to deliberate?
Oct. 22      -Election of new president by the Board of Trustees   -Public notice Oct. 15
             (Anticipate announcement before noon)                 -Public webcast; teleconference
             -Introductory media event; Either in-person or        for media event
             teleconference depending upon availability - e-mail   -Press availability/wrangling
             invitations if early evening oQtion                   -Press release (include alumni,
             -Depending upon dates - Possibility of needing        students, donors)
             invitations for campus tour events to be express      -Web package launch (landing
             mailed and e-mailed following announcement            page, pres search site, pres site)
                                                                   -Broadcast e-mails (include
                                                                   alumni, students, donors, partners)
                                                                   -Targeted campus comm.
                                                                                                    4
Oct. 23   Legislative tailgate (Possibility of presidential
          attendance depending upon availability)
          Campus tour (Potential schedules on following       -Press release & internal
          pages)                                              -Web updates
                                                              -Possible editorial board visits
                                                              -F acuity, staff, student
                                                              introductions
                                                              -Possible legislative, alumni and
                                                              donor introductions




                                                                                           5
Introductory Media Event - Oct. 22
Assuming schedules allow, an introductory media event will be held on Oct. 22 to introduce the new
president and hislher spouse. News media will have Q&A opportunity. (Full Board meets from 9-
I 1:45 a.m.; Noon luncheon)

Option 1 - In-person Media Event (New president is on campus or is available to come to campus)
Timing
    • Late afternoon/early evening reception - 4-6 p.m.
Location
    • Welcome Center or Hollingsworth Auditorium
Invitees
    • Statewide media invited to participate via teleconference
    • Board members and system/campus administration as well as statewide faculty, staff, student,
         legislative, donor, alumni and community leaders
    • Webcast for public viewing
Invitation
    • E-mailed invitation sent upon announcement
Program
    • Remarks and introduction by Search Chair and Board Vice Chair Jim Murphy
    • Remarks by new president
    • Media Q&A
    • Reception

Option 2 - Teleconference Media Event (New president is not on campus and is not available to
come to campus)
Timing
    • Immediately following lunch - 1:30-2 p.m.
Location
    • Hollingsworth Auditorium
Invitees
    • Statewide media
    • Board members and system/campus administration that are present
Notice to Media
    • E-mailed notice sent upon announcement
Program
    • Remarks and introduction by Search Chair and Board Vice Chair Jim Murphy
    • Remarks by new president
    • Media Q&A

Media Needs (For either option)
  • Mult box, teleconference capability, riser, UT backdrop, media parking




                                                                                                 6
Tour Example 1: 4-Day Statewide Tour (All locations with receptions, but dates flexible)
 Day 1      UT Martin
               • 7:30-9 a.m. - Breakfast reception with administration, area donors, alumni,
                  community and legislative leaders
               • 11 :30-1 p.m. - Reception with faculty, staff, students and local media
            UT Health Science Center
               • 3:30-5 p.m. - Reception with faculty, staff, students and local media
               • 5:30-7 p.m. - Reception with administration and area donors, alumni,
                  community and legislative leaders
Day 2       UT Space Institute
               • 8-9:30 a.m. - Breakfast reception hosted by Chancellor Cheek to include
                  administration, faculty, staff and students as well as area donors, alumni,
                  community and legislative leaders

            Nashville
               • 11-1 p.m. - Lunch at Ellington Agricultural Center to include Farm Bureau
                   guests and area staff from the Institute of Agriculture and the Institute for
                   Public Service and the Colleges of Pharmacy and Social Work. Local media to
                   attend
               • 1:30-5 p.m. - Informal legislative visits
               • 5:30-7 p.m. - Reception with area donors, alumni, community and legislative
                   leaders
Day 3       Kingsport
               • 11 :30-1 p.m. -Reception with local media, area donors, alumni, community and
                   legislative leaders

           UT Knoxville
              • 3 :30-5 p.m. - Reception with faculty, staff, students and local media
              • 5 :30-7 p.m. - Reception with administration and area donors, alumni,
                  community and legislative leaders
Day 4      UT Institute of Agriculture
              • 8-9:30 a.m. - Coffee reception with faculty, staff and students
           ORNL
               •   10:30-Noon - ORNL tour
               •   Noon-l p.m. - ORNL lunch

           UT Chattanooga
              • 3:30-5 p.m. - Reception with faculty, staff, students and local media
              • 5 :30-7 p.m. - Reception with administration and area donors, alumni,
                 community and legislative leaders




                                                                                                7
Tour Example 2: 2-day Statewide Tour (All locations, quick stops)
 Day 1 UT Chattanooga
          • 7 :30-9 a.m. - Coffee with faculty, staff and students as well as area donors, alumni,
              community and legislative leaders
         UT Space Institute
            • 10-11 a.m. -Meeting hosted by Chancellor Cheek to include faculty, staff and
               students
         Nashville
            • Noon-l :30 p.m. - Lunch at Ellington Agricultural Center to include Farm Bureau
                guests and area staff from the Institute of Agriculture and the Institute for Public
                Service and the Colleges of Pharmacy and Social Work

         UT Martin
            • 3-4 p.m. - Meeting with faculty, staff and students
         UT Health Science Center
            • 5:30-7 p.m. - Reception with faculty, staff and students as well as area donors,
                alumni, community and legislative leaders
 Day 2   Kingsport
            • 7:30-8:30 a.m. - Coffee with area donors, alumni, community and legislative
                leaders

         UT Institute of Agriculture
            • 10-11 a.m. - Meeting with faculty, staff and students
         ORNL
             •   Noon-3:30 p.m. - ORNL lunch and tour

         UT Knoxville
            • 4:30-6 p.m. - Reception with faculty, staff and students as well as area donors,
               alumni, community and legislative leaders


Tour Example 3: 2-Day Abbreviated Statewide Tour (Campuses only, quick stops)
 Day 1 UT Space Institute
          • 8-9:30 a.m. - Coffee with faculty, staff and students
         UT Martin
            • 11 :30-1 p.m. - Reception with faculty, staff and students
         UT Health Science Center
            • 3 :30-5 p.m. - Reception with faculty, staff and students
Day 2    UT Chattanooga
            • 8-9:30 a.m. - Coffee with faculty, staff and students

         UT Institute of Agriculture
            • 11 :30-1 p.m. - Reception with faculty, staff and students

         UT Knoxville
            • 3:30-5 p.m. - Reception with faculty, staff and students

                                                                                                       8
UNIVERSITY OF TENNESSEE KNOXVILLE • UNIVERSITY OF TENNESSEE
CHATTANOOGA • UNIVERSITY OF TENNESSEE MARTIN • UNIVERSITY OF
TENNESSEE HEALTH SCIENCE CENTER • UNIVERSITY OF TENNESSEE
INSTITUTE OF AGRICULTURE • UNIVERSITY OF TENNESSEE INSTITUTE
FOR PUBLIC SERVICE • UNIVERSITY OF TENNESSEE SPACE INSTITUTE
UNIVERSITY OF TENNESSEE KNOXVILLE • UNIVERSITY OF TENNESSEE
CHATTANOOGA • UNIVERSITY OF TENNESSEE MARTIN • UNIVERSITY OF
TENNESSEE HEALTH SCIENCE CENTER • UNIVERSITY OF TENNESSEE
INSTITUTE OF AGRICULTURE • UNIVERSITY OF TENNESSEE INSTITUTE
FOR PUBLIC SERVICE • UNIVERSITY OF TENNESSEE SPACE INSTITUTE
UNIVERSITY OF TENNESSEE KNOXVILLE • UNIVERSITY OF TENNESSEE
CHATTANOOGA • UNIVERSITY OF TENNESSEE MARTIN • UNIVERSITY OF
TENNESSEE HEALTH SCIENCE CENTER • UNIVERSITY OF TENNESSEE
INSTITUTE OF AGRICULTURE • UNIVERSITY OF TENNESSEE INSTITUTE
FOR PUBLIC SERVICE • UNIVERSITY OF TENNESSEE SPACE INSTITUTE




 ANNUAL REPORT
                    of the PRESIDENT
                              2009-2010
UNIVERSITY OF TENNESSEE KNOXVILLE • UNIVERSITY OF TENNESSEE
CHATTANOOGA • UNIVERSITY OF TENNESSEE MARTIN • UNIVERSITY OF
TENNESSEE HEALTH SCIENCE CENTER • UNIVERSITY OF TENNESSEE
INSTITUTE OF AGRICULTURE • UNIVERSITY OF TENNESSEE INSTITUTE
FOR PUBLIC SERVICE • UNIVERSITY OF TENNESSEE SPACE INSTITUTE
UNIVERSITY OF TENNESSEE KNOXVILLE • UNIVERSITY OF TENNESSEE
CHATTANOOGA • UNIVERSITY OF TENNESSEE MARTIN • UNIVERSITY OF
TENNESSEE HEALTH SCIENCE CENTER • UNIVERSITY OF TENNESSEE
INSTITUTE OF AGRICULTURE • UNIVERSITY OF TENNESSEE INSTITUTE
FOR PUBLIC SERVICE • UNIVERSITY OF TENNESSEE SPACE INSTITUTE
UNIVERSITY OF TENNESSEE KNOXVILLE • UNIVERSITY OF TENNESSEE
CHATTANOOGA • UNIVERSITY OF TENNESSEE MARTIN • UNIVERSITY OF
TENNESSEE HEALTH SCIENCE CENTER • UNIVERSITY OF TENNESSEE
INSTITUTE OF AGRICULTURE • UNIVERSITY OF TENNESSEE INSTITUTE
FOR PUBLIC SERVICE • UNIVERSITY OF TENNESSEE SPACE INSTITUTE
UNIVERSITY OF TENNESSEE KNOXVILLE • UNIVERSITY OF TENNESSEE
CHATTANOOGA • UNIVERSITY OF TENNESSEE MARTIN • UNIVERSITY OF
                     FROM THE PRESIDENT
                     Many times during this interim presidency, I have talked fondly about how I look forward to
                     returning full time to teaching and my research. This is the best way I can express my optimism
                     for the future of the University of Tennessee. And we all greatly anticipate the next era of
                     leadership with a new president.

                     Even though we still face tough economic challenges, the University of Tennessee continues to
                     carry out its statewide mission, impacting the lives of thousands of Tennesseans every day through
                     its education, outreach and research.

                     Support for the University of Tennessee has never been better. This year, we reached our goal of
Even though we       raising $1 billion in private money through the Campaign for Tennessee, 18 months ahead of
still face tough     schedule. Fewer than 30 colleges and universities in the country have successfully completed a $1
                     billion campaign.
economic
challenges, the      This is a profound statement by our alumni, faculty, staff and friends of the appreciation and
University of        importance of UT's unparalleled educational opportunities, top-notch faculty and cutting-edge
Tennessee            research enterprises.
continues to carry
                     And we are striving to be better. Gov. Phil Bredesen has challenged UT Knoxville to become one
out its statewide
                     of the top 25 public institutions in the nation, and we will accomplish that goal. We are working on
mission,             setting similarly challenging goals for our campuses at Chattanooga and Martin among their peers.
impacting the        The Complete College Act signed into law this year sets new benchmarks for higher education in
lives of thousands   Tennessee for graduation rates. It is not enough to enroll students; we must see them through
of Tennesseans       completion of their degrees. This is better for both the individual and for the economy of our state.
every day
                     The University impacts the lives of Tennessee residents across the entire state. The Center for
through its          Business and Economic Research in Knoxville calculates that UT, including all of its campuses
education,           and institutes statewide, brings at least $2.5 billion annually in income to the state of Tennessee
outreach and         and supports more than 53,600 jobs. While these are impressive numbers, we know the overall
research.            impact of our educational, research and outreach efforts that stretch across all 95 counties is
                     immeasurable.
Jan Simek
                     The University has embarked on nding solutions to some of the world's greatest challenges. Our
Interim President
                     state is quickly becoming a leader in alternative energy research, and UT is one reason why.
                     Earlier this year, we marked the opening of one of the world's rst demonstration-scale cellulosic
                     ethanol plants in Vonore. In August, the governor announced the National Science Foundation's
                     awarding of a $20 million grant to a consortium of Tennessee colleges and universities, led by UT,
                     for energy-related research. UT is helping implement the governor's Volunteer State Solar
                     Initiative through the start-up of the Tennessee Solar Institute. In addition, construction has
                     begun at Cherokee Farm, a new innovation campus in Knoxville that will be home to the Joint
                     Institute for Advanced Materials and other research facilities. Both the solar institute and
                     Cherokee Farm are joint ventures between UT and Oak Ridge National Laboratory.

                     As the University welcomes a new president, we will
                     experience the end of stimulus funding that has buoyed
                     us the last two years while state appropriations have
                     sharply declined. UT is prepared for this enormous
                     drop-off, and we are continuing to become even leaner
                     wherever we can, including top administrative levels,
                     without affecting our quality.

                     The University of Tennessee enjoys a wonderful history
                     of many achievements as the state's land-grant
                     university, and we look forward to continuing to serve
                     the state as Tennessee's most comprehensive public            Interim President Jan Simek
                     institution of higher education.                              addresses UT Martin
FINANCIALS
Sources of Current Funds for the Year Ended June 30, 2010
Federal and Local                            activities such as; housing, dining halls,            Federal and Local Appropriations 1.1%
Appropriations                               book-stores, parking and UT Knoxville                                            Other 6.6%
$19,557,284.18                               athletics.                                                                                Independent
                                                                                                                                        Operations
Appropriations received in support of        Tuition and Fees                                                                              3.6%
the University's land-grant missions,        $404,492,792.21
used primarily by the Agriculture            Revenues collected from students;
Experiment Station and Tennessee             includes resident enrollment fees,
Extension.                                                                                         Gifts, Grants,                Auxiliary
                                             program and service fees, extension                  and Contracts                 Enterprises
                                             enrollment fees and other fees.                           29.6%                      10.2%
Other
$124,697,667.23                              State Appropriations
Revenues generated from sources not          $516,305,504.70
included in other classi cations, such as    Legislative appropriations from the                                           Tuition and Fees
sales and services by University             Tennessee General Assembly for                                                      21.5%
departments and investment income.           current operations of the University.                        State
Independent Operations                       Gifts, Grants, and Contracts
                                                                                                      Appropriations
                                                                                                          27.4%
$68,097,572.96                               $556,972,170.55
Revenue collected from the UT                Revenues from federal and non-federal
Medical Center in Knoxville and the          granting entities and gifts restricted for
Methodist Hospital in Memphis for            speci c purposes, primarily for
leased employees.                            sponsored research and training
Auxiliary Enterprises
                                             activities.                                       Total: $1,883,139,123.05
$193,016,131.22
Revenues from operations of auxiliary


Uses of Current Funds for the Year Ended June 30, 2010
Long Term Debt & Other                       relations, development activities, and       Instruction
Transfers                                    alumni relations.                            $530,487,274.46
$106,002,555.94                              Academic Support                             Includes all expenditures, including faculty and
Mandatory transfers for debt service                                                      staff salaries incurred in connection with
                                             $122,912,760.72                              instruction programs for credit and non-credit
and other transfers.
                                             Expenditures for libraries, computing        courses.
Student Services                             support, and academic administration.
$79,291,733.89                               Auxiliary Enterprises                                  Long Term Debt &        Student Services 4.3%
Expenditures for student services,           $132,091,535.71
                                                                                                   Other Transfers 5.8%
including admissions, registrar, student
activities, counseling, career guidance,     Activities that furnish goods and                                                             Independent
student aid administration, and health       services to students, faculty and staff.                                                       Operations
services.                                    Includes mandatory transfers for debt                                                             3.7%
                                             service.
Independent Operations
                                             Public Service                                                                           Physical
$68,097,572.96                                                                                     Instruction                       Plant 5.6%
                                             $128,580,176.50                                          28.9%
Expenditures for leased employees for
the UT Medical Center in Knoxville           Expenditures for non-instructional                                                       Institutional
and Methodist Hospital in Memphis.           programs bene cial to individuals and                                                   Support 5.7%
                                             groups external to the University.
                                                                                                                                        Academic
Physical Plant                                                                                                                           Support
                                             Student Aid                                                                                  6.7%
$103,490,676.17
                                             $210,221,366.77                                      Research                      Auxiliary
Expenditures for the operation and                                                                 13.6%                       Enterprises
maintenance of physical plant                Scholarships and fellowships awarded                                                 7.2%
including utilities and service related to   to students.                                                        Student   Public
grounds and facilities.                      Research
                                                                                                                   Aid
                                                                                                                  11.5%
                                                                                                                           Service
                                                                                                                            7.0%
Institutional Support                        $248,046,615.43
$103,937,697.10                              Direct expenditures for sponsored
Expenditures for executive                   research activities funded from federal,
management, nancial operations,              state, local, and private sources.               Total: $1,833,159,965.65
personnel services, security, public
FINANCIALS
Investments Benefiting the University
Total funds invested to bene t UT increased by $59 million during scal year 2010, evidencing the robust rebound in the capital
markets during the rst half of the scal year that was somewhat muted during the second half as uncertainty prevailed and market
volatility returned. Private support from alumni and friends enhanced the capital market performance, resulting in the almost 9
percent growth of these invested funds after distributions to support University programs during the scal year. The graph below
depicts the growth of these funds over the past decade growing by $44 million after distributions and experiencing two multiple-year
bear markets since 2000.

The market value of these funds totaling $768 million at June 30 is comprised of four distinct components: University endowments
($541 million), Life Income Trusts ($40 million), University of Chattanooga Foundation ($88 million), and the Tennessee Chairs of
Excellence ($99 million).

The majority of University endowments ($531 million) are administered as part of the University’s Consolidated Investment Pool
that was created in 1954 to provide the advantages of a well-diversi ed investment portfolio to all participating endowments
regardless of size. Reported June 30, 2010 investment returns for the pooled endowments totaled +13.3 percent and +2.6 percent for
the one- and 10-year periods respectively. Income distributed from the pooled endowments for the year totaled $33.4 million, a
decrease of about $800,000 over the previous scal year. This amount was in accordance with the spending plan articulated as ve
percent of a three-year moving average market value measured every Dec. 31. The long-term goal of the pooled endowment
investment program is to provide a sustainable and increasing level of support for the University programs while preserving the real
purchasing power of the endowments for the future in perpetuity.

The Tennessee Chairs of Excellence and the University of Chattanooga Foundation are managed outside the University. The Chairs
of Excellence, managed by the treasurer of the state of Tennessee, provided $3.5 million during the year to support chair programs at
all UT campuses. The University of Chattanooga Foundation, managed by its foundation board, provided $6.9 million for programs
at UT Chattanooga.

                                                  Total Funds          (1 = $1,000,000)

  1,000
                                                                                          57

   900                                                                                              53
                                                                                         127
                                                                               57                   114
   800
                                                                               112        119
                                                                     51                                                  40
    700                                                                                             111
                56                                        50                                                   42        88
                                                                    104
                           54                                                  106
                109                  50         48        104                                                  87
   600                                                                                                                   99
                           95                                       104
                                     93         97                                                             93
    500         119                                       102
                          105
                                     95         99
   400

    300

    200        440        421       400        396       460        509       592        708        661       485        541

    100

       0
              2000       2001      2002       2003      2004       2005      2006       2007      2008       2009       2010

                 UT Endowments                Chairs of Excellence              UC Foundation               Life Income Trusts
                                 FALL ENROLLMENT 2006-2010 (HEADCOUNT)


                                                        UT CHATTANOOGA
  Student Level                         Fall 2006         Fall 2007     Fall 2008     Fall 2009      Fall 2010*     5-Year Chg
  Non-degree Seeking                             163              207           173           184              88
  Freshman                                   2,237             2,582         2,662         2,842           2,598
  Sophomore                                   1,702            1,859        2,006          2,206          2,406
  Junior                                       1,351           1,404         1,485         1,634            1,719
  Senior                                     2,091              2,142        2,079          2,173          2,418
  Total Undergraduate                        7,544             8,194        8,405         9,039           9,229         22.3%
  Masters/Special                              1,261            1,228        1,234          1,298          1,335
  Doctoral                                        118             136           168           189             217
  Total Grad/Professional                    1,379             1,364         1,402         1,487           1,552         12.5%
  GRAND TOTALS                               8,923             9,558        9,807        10,526           10,781        20.8%



                                                           UT KNOXVILLE
  Student Level                         Fall 2006         Fall 2007     Fall 2008     Fall 2009      Fall 2010*     5-Year Chg
  Non-degree Seeking                             321              368           339           333            251
  Freshman                                   5,948             5,893          5,919         5,123         5,437
  Sophomore                                  4,613             4,615        4,649          4,729           4,419
  Junior                                     4,256             4,681         4,574         4,733          4,832
  Senior                                     5,297             5,575         5,994         6,088          6,369
  Total Undergraduate                     20,435              21,132       21,475        21,006          21,308          4.3%
  Masters/Special                            3,499             3,478         3,524         3,354           3,321
  Doctoral                                    1,639             1,733         1,785         1,782           1,911
  Law                                           449              460           464           468            485
  Veterinary Medicine                           276               274           296           322           336
  Total Grad/Professional                    5,863            5,945         6,069          5,926          6,053          3.2%
  GRAND TOTALS                             26,298            27,077        27,544        26,932          27,361          4.0%



                                                                UT MARTIN
  Student Level                         Fall 2006         Fall 2007     Fall 2008     Fall 2009      Fall 2010*     5-Year Chg
  Non-degree Seeking                            703              888         1,035           1,108          1,159
  Freshman                                    1,929           2,068           2,173        2,208           2,104
  Sophomore                                   1,073             1,109        1,262         1,386           1,470
  Junior                                       1,106           1,067          1,102         1,254          1,362
  Senior                                     1,504             1,583          1,551        1,626           1,850
  Total Undergraduate                        6,315             6,715          7,123        7,582          7,945         25.8%
  Masters/Special                                573             456            451            514           522
  Total Grad/Professional                        573             456            451            514           522        -8.9%
  GRAND TOTALS                               6,888              7,171        7,574        8,096           8,467         22.9%




*The 14th Day Enrollment Counts for 2010 are all preliminary.
                                 FALL ENROLLMENT 2006-2010 (HEADCOUNT)


                                              UT HEALTH SCIENCE CENTER
  Student Level                         Fall 2006          Fall 2007        Fall 2008         Fall 2009         Fall 2010*      5-Year Chg
  Junior                                       136                154              165               146                 48
  Senior                                        48                 82               77                30                 37
  Total Undergraduate                          184               236              242                176                 85           -53.8%
  Masters/Special                             276                345              328               486                 167
  Masters - Professional                                                                                                321
  Doctoral                                      423                 470             442               510               213
  Medical Professionals                       1,542               1,604           1,659            1,665             2,009
  Total Grad/Professional                    2,241                2,419          2,429              2,661             2,710           20.9%
  GRAND TOTALS                               2,425                2,655          2,671             2,837             2,795             15.3%



                                                      UT SPACE INSTITUTE
  Student Level                         Fall 2006          Fall 2007        Fall 2008         Fall 2009          Fall 2010      5-Year Chg
  Non-degree Seeking                                               1
  Junior                                                                                                2
  Senior                                          1                   1               1                                   4
  Total Undergraduate                             1                   2               1                 2                 4         300.0%
  Masters/Special                               167                 193             173               157               130
  Doctoral                                       33                  36              51                53                59
  Total Grad/Professional                      200                  229            224                210               189            -5.5%
  GRAND TOTALS                                  201                 231            225                212               193            -4.0%



                                 THE UNIVERSITY OF TENNESSEE (SYSTEM)
  Student Level                         Fall 2006          Fall 2007        Fall 2008         Fall 2009          Fall 2010      5-Year Chg
  Non-degree Seeking                          1,187             1,464            1,547              1,625             1,498
  Freshman                                   10,114           10,543            10,754             10,173            10,139
  Sophomore                                  7,388              7,583             7,917             8,321            8,295
  Junior                                     6,849              7,306            7,326              7,769             7,961
  Senior                                     8,941              9,383            9,702              9,917           10,678
  Total Undergraduate                     34,479             36,279            37,246            37,805             38,571              11.9%
  Masters/Special                            5,776             5,700             5,710             5,809              5,475
  Masters - Professional                                                                                                 321
  Doctoral                                   2,213                 2,375         2,446            2,534              2,400
  Law                                          449                   460            464              468                485
  Veterinary Medicine                          276                   274            296              322                336
  Medical Professionals                      1,542                 1,604          1,659            1,665             2,009
  Total Grad/Professional                  10,256                 10,413        10,575           10,798             11,026              7.5%
  GRAND TOTALS                             44,735                46,692         47,821           48,603            49,597              10.9%


* The 14th Day Enrollment Counts for 2010 are all preliminary.

** A restructuring of student levels has occurred for the Health Science Center. The masters level students are now divided between professional
masters and non-professional masters programs. Certain doctoral programs were also moved to the medical professionals category (Ex: Doctor
of Nursing Practice, Doctor of Audiology).
                               BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                      ACTION ITEM


DATE:                       October 22, 2010

COMMITTEE:                 Advancement and Public Affairs

CAMPUS/UNIT:               All

ITEM:                      Revisions to the Policy on Naming Facilities and Other
                           Assets

RECOMMENDATION:            Approval

PRESENTED BY:              Scott Rabenold, Interim Vice President for Development
                           and Alumni Affairs


The administration proposes the revisions shown on the attached copy of the Policy on
Naming Facilities and Other Assets.

The proposed revisions are housekeeping in nature except for the addition of a new
section 7 authorizing the Chancellors to remove an individual's name from a facility at
the request of the namesake.



MOTION:

Move approval of the revisions to the Policy on Naming Facilities and Other
Assets as presented in the meeting materials.
       POLICY ON THE NAMING OF FACILITIES AND OTHER ASSETS
                 OF THE UNIVERSITY OF TENNESSEE

             Adopted by the Board of Trustees on February 22,2001
                      Last Revised on February 27,2009

                                Proposed Revision

Purpose

The purpose of this policy is to establish principles and guidelines governing the
naming of facilities, academic components (such as schools, colleges,
departments, and programs), and other Significant assets of the University so
that the names of these important assets are carefully deployed for the long term
as assets of the University, its student, and the people of Tennessee.

Principles

Upon the recommendation of the President, the Board of Trustees shall approve
the naming of facilities and other significant assets of the University. No current
employee of the University, and no individual who has been an employee of the
University within the previous three years, shall be eligible for consideration. In
its sole discretion, the Board of Trustees may change any name adopted under
this policy upon finding a significant change in circumstances.

Guidelines for Naming Facilities

The following more specific guidelines shall govern the naming of facilities for
individuals, corporations or foundations:

1. It is appropriate to express the esteem and appreciation the University feels
for an individual who has brought honor to the institution by personal
accomplishments or for an individual, corporation, or foundation that has made a
substantial monetary contribution to the University or for the benefit of the
University.

2. In the absence of a substantial monetary contribution, nominations for an
individual should reflect an association with either the history of the University or
the nation or with the advancement of knowledge and learning that will remain
memorable long beyond the lifetime of those who propose the name.
Nominations whose claims are parochial, of recent date and untested by the
passage of time, or based on personal enthusiasm should be avoided. Historical
perspective should be exercised before proposing names. No current employee
of the University, and no individual who has been an employee of the University
within the previous three years, shall be proposed for a naming in his or her
honor.

3. The names of University facilities with specialized functions that are unlikely to
change (such as athletic facilities, libraries, and medical buildings) should include
terms descriptive of their functions.

4. Named buildingsfacilities should be carried through the useful life of the
buildingfacility. If demolished, there is no obligation to rename the replacement
buildingfacility, although the Board of Trustees may choose to do so. When
possible, the Chancellor/Vice President of the campuslinstitute will inform a
family member or other appropriate representative of the former namesake about
a decision to demolish or change the use of a facility. If deemed appropriate in
the sole discretion of the ChanceliorNice President, the former namesake may
be recognized with a plaque in the new or renovated facility.

5. When an appropriate portion of the funds for construction of a facility is given
or secured by an individual, the President may recommend that the assetfacility
be named for that individual or other appropriate person he or she recommends if
the naming is otherwise consistent with these guidelines. To be eligible for
naming under this provision, the funds must be assured by outright gift or other
irrevocable method of gift. If a donor fails to fulfill a pledge or other obligation
upon which a naming is based, the ChanceliorNice President for of the
campus/institute has authority to remove the individual's name from a building or
etRef-facility after providing notice to the President of the University and the
Board of Trustees.

6. The President will consult with appropriate representatives of the faculty, the
office of development and alumni affairs, and individual Board members, as
appropriate, before making naming recommendations to the Board of Trustees.

7. At the request of a namesake, the Chancellor of the campuslinstitute has
authority to remove an individual's name from a facility after providing notice to
the President of the University and the Board of Trustees.

1§.. The Chancellors and the Vice President for Agriculture are authorized to
name rooms, laboratory spaces, and areas on the grounds of a campus/unit
upon the recommendation of the appropriate academic officer or the office of
development. The President will be notified of these namings as they occur.
The Chancellors and the Vice President for Agriculture will provide an annual
report to the Board of Trustees of the interior/grounds spaces named on the
campuses/units.


                                          2
Other Significant Assets

The guidelines outlined above for the naming of facilities shall be generally
applicable to the naming of other significant assets. However, specific guidelines
to govern the naming of colleges, schools, departments and programs shall be
developed and submitted to the Board of Trustees for approval. The President
shall recommend the naming of colleges, schools, departments and programs to
the Board of Trustees for approval.

Exceptions

In its sole discretion, the Board of Trustees may make an exception to the
principles and guidelines stated in this policy by duly adopted motion at any
regular or called meeting of the Board.




                                        3
                            BOARD OF TRUSTEES
                       THE UNIVERSITY OF TENNESSEE

                                   ACTION ITEM


DATE:                    October 22,2010

COMMITTEE:               Advancement and Public Affairs

CAMPUS/UNIT:             All

ITEM:                    Foundations Study Committee Report and
                         Recommendations

RECOMMENDATION:         Approval

PRESENTED BY:            Charles E. Wharton, Chair, Foundations Study Committee


The report and recommendations of the Foundations Study Committee appear in the
following memorandum dated August 23, 2010 from Committee Chair Charles Wharton
(preceded by a supporting memorandum dated October 1, 2010 from Advancement and
Public Affairs Committee Chair George Cates).


MOTION:

Move approval of the following based on the report and recommendations of the
Foundations Study Committee:

   1. Transition to an interdependent foundation with a goal of increasing annual
      fundraising by at least $100 million by 2020 while keeping the University's
      investment in development consistent;

   2. Grow the investment into the development program without increasing the
      University's direct support, which should result in direct support by the
      University providing less than 45 percent of the total development program
      budget by 2020;

   3. Subject to legislative approval, lease certain UT development and alumni
      employees to UT Foundation, Inc. to perform development and alumni
      services for the University;
4. Revise the University's affiliation agreement with UT Foundation, Inc.,
   ensuring transparency and internal controls and providing for but limiting
   the capability to establish other affiliated fundraising foundations;

5. Authorize funding the operation of UT Foundation, Inc. by means of the
   following:

      a. Contract-for-services payments from the University for development
         and alumni services performed by UT Foundation, Inc., with
         University funding comprised of existing current fund support and
         an administrative fee calculated at 1% (100 basis points) of the
         University's endowment market value annually each June 30;

      b. All short-term investment interest income from gifts for twelve
         months; and

      c. A percentage of UT Foundation, Inc. unrestricted gifts, as approved
         by the University President annually.
THE UNIVERSITY OF TENNESSEE




                                                                                               Board of Trustees

     October 1, 2010


     MEMORANDUM


     TO:            Advancement and Public Affairs Committee
                    Charles Anderson
                    Monice Hagler
                    Karl Schledwitz
                    Charles Wharton
                    Jim Murphy, ex officio
                    Jan Simek, ex officio

     FROM:          George E. Cates, Chair
                    Advancement and Public Affairs Committee

     At our upcoming Board committee meeting (Thursday, October 21, 1: 15 PM), there will be one
     item of the highest importance to come before us: the proposal, recently unanimously approved
     by the Foundations Study Committee and the UT Foundation Board of Directors and forwarded
     to us for action, to reorganize the current UT Foundation into an interdependent foundation that
     will receive all gifts for the benefit ofDY's students and faculty, as well as the funding source
     for the development and alumni programs across all UT campuses.

     You are well aware of this opportunity, it having been before us for the past 18 months or so.
     Charles Wharton and his fine committee have worked it very effectively through administrative
     and political channels for the past several years. They are to be thanked and commended for a
     truly outstanding job, a very substantial commitment of their time and resources.

     A descriptive summary, titled the Foundations Study Committee Report, is attached, providing
     ample detail (but should you have questions, let me know or contact Charles Wharton or Scott
     Rabenold directly). Transparency and flexibility will be further assured, and the big operational
     change will be topermit our foundation to hire 60 additional development staff (from 74 to 134
     over next five years). Each Dr development officer produces on average above $2,500,000
     annually - Significantly better than the peer group - and the payback on this investment is
     prodigious. To quote Charlie, "we have fallen way behind the curve" (about 50% on key metrics)
     versus our peers, who average -110 development officers.

     Approval of the interdependent foundation will accelerate raising much needed money for the
     university, helping to offset the steady slide in state funding. Based on conservative estimates
     provided by the university, the transition to an interdependent foundation is expected to result in
     an additional annual $80,000,000 - $100,000,000 of gift commitments to UT - over and above
     historical normal giving - within five years of approval. The E&G funding is projected to remain
     constant at approximately $16 million annually, and future staff growth will be funded by the
     foundation.
                                                                                                  Page 2
                                                                  Advancement & Public Affairs Committee
                                                                                         October 1, 2010




This proposed plan also includes transitioningtheUTAA and its sister teams on each campus
into the foundation·as well. It is important tb:at we keep tb:ese two organizations working
together for tb:e benefit oiUT.

I urge your study and approval of this proposal. Our committee and tb:e full Board will be asked
to authorize the University President to enter into the proposed affiliation agreement (attachment
II ofthe Foundations Study Committee Report) pending there are no substantive changes
between now and the targeted implementation date of July 1, 2011.

If we approve as anticipated, we will forward to the full Board for action at the October meeting.
Following Board approval, the Tennessee Legislature must approve two pieces oflegislation,
and we anticipate that to occur not later than springtime of next year. Any further delay in
approval of the interdependent foundation thus costs us around $33 million per board meeting
($100 million of probable additional money divided by three board meetings per year).

Thanks for your part in keeping this critically important matter moving forward. While we have
otb:er important objectives (e.g., encouraging a substantial increase in unrestricted gifts), notb:ing
is more important for strategic success than implementation of the interdependent UT
Foundation and its future allied affiliates.

Attachments

cc:    Anne Holt Blackburn             Douglas Home                    Surneet Vaikunth
       J.A.M. Boulet                   Karen Johnson                   Scott Rabenold
       William Carroll                 Andrea Loughry                  Lofton Stuart
       Spruell Driver                  Carey Smith                     Hank Dye
       John Foy                        Don Stansberry                  Catherine Mizell
       Crawford Gallimore              Robert Talbott
       James Hall                      Betty Ann Tanner
August 23,2010

MEMORANDUM
TO:            The UT Board of Trustees

FROM:          Charles Wharton

RE:            The Case for an Interdependent Foundation

In the fall of 2008, an ad hoc committee consisting of Jim Hall, Doug Home, Karl Schledwitz,
and Don Stansberry was established by the Board of Trustees to review the effectiveness of the
University's Foundation. The review was appropriate in that the Foundation has had limited
funding and limited fund raising results and the State has had increasingly limited educational
resources, a situation not unique to Tennessee. As a Trustee, past Chairman of the Development
Council, Vice Chair of the University's $1 billion campaign, Chair of the Institute of
Agriculture's $75 million campaign, a voluntary fundraiser for the University for the past twenty
years and as a donor, I was asked to Chair this committee.


As a side note, I began this work with a deep-seated bias and skepticism about and against
foundations in general. This bias was founded on a generally held view that much of what a
foundation might do might be done without the benefit of daylight and that sufficient controls to
prevent abusive use of funds could not be established. Further, I had concerns that the
Foundation might try to influence or drive University policy. Despite those concerns, I was
keenly aware that the current fundraising model, while not broken, was insufficient to meet the
fundraising requirements that most certainly have occurred.


BACKGROUND
The current UT Foundation, established in 2001, is a captive, dependent Foundation. That is, all
of its administrative support comes from the University out of Educational and General (E&G)
funds which are the University's funds for educating students. It has a self-perpetuating Board
of Directors, provided that at least two members must be selected from the system Board of
Trustees. The President and CEO of the Foundation is the University Vice President for
Development and Alumni Affairs; however, de facto, the President of the University is
effectively able to impose his will on issues if he so chooses.


The existing Foundation started with $400,000 in assets and it currently has $246 million as of
the end of June 2010.


APPROACH
The Foundations Study Committee undertook to become generally informed about foundations,
best practices for foundations, and their pitfalls and advantages. To do this, we identified five
public universities with successful programs which have significant similarities to UT and who
were willing to meet with us and share information. The University of Florida, the University of
North Carolina at Chapel Hill, the University of Virginia, the University of Texas at Austin, and
Texas A&M University were visited. We are indebted to these colleagues for their hospitality,
time and information.


FINDINGS
Our findings include the following:
   •   Foundations should not drive purpose or priorities of the University
   •   We are late to the party. The decrease in public educational funding is a national
       problem and competition for private giving will only increase. Historically (and
       currently), our University has had exceptional relations with both legislators and
       governors and, over the years, we were able to meet our needs with public funding and
       the significant University development effort. Other universities, operating under
       different circumstances, established their foundations much earlier - in some cases over
       30 years earlier
   •   The current organization is not sufficient to meet our current or future needs. At the
       beginning of this study and during the current campaign, UT averaged sixty development
       officers, each raising on average $3 million per year. The national average is $2 million
       per year per development officer. With respect to our peer comparison groups,



                                                 2
    development staffs range from 60 at Texas A&M (in this case planned to go to 120) to
    150 at Virginia (see Attachment I). Our peer group averaged 110 development officers
•   We do not have enough development officers. Sixty additional officers would enable us,
    over time, to raise at least another $100 million per year and we could begin to focus
    more on unrestricted gifts, endowed chairs and other areas where funding has been
    limited
•   With current and pending reductions of E&G funds, the University cannot take increasing
    amounts of declining funds to further invest in development. Each college, department,
    and unit of each campus is dealing with severe funding cuts including all of the
    development offices. We are eating our seed com
•   The foundations with the highest investment returns had a full-time Chief Investment
    Officer or an investment firm to oversee the endowment fund
•   The number of foundations within anyone system should be limited
•   The operations of university foundations should maximize transparency and internal
    controls


DRAFT PROPOSAL
After concluding its fact finding work, the Committee formulated a draft proposal. It
contemplated:
    •   The foundation should fund the proposed growth the of the development program for
        the benefit of the University. Accordingly, the university's investment will remain
        constant, but will be a declining percentage of total development expenditures and the
        university will receive the increased impact ofthe expanded development staff
    •   The increased costs associated with growing the development operation should be
        funded outside of state funding
    •   We would transition to an Interdependent Foundation
    •   The funding method for the new foundation would be selected from the Association
        of Governing Boards' (AGB) array of suggested options
    •   Over the next five years, sixty new development officers would be added




                                             3
       •   Endowment distributions to the university will be reduced from 5% to 4.5% to offset
           an increase in the endowment management/administrative fee from 50 basis points to
           100 basis points
       •   A new structure should be developed so that based on a rigorous, need-based review,
           other "shadow" foundations could be established under the new Foundation's
           umbrella. Any shadow foundation should be considered in a manner that ensures
           there would be no duplication of administrative staff or costs. Shadow foundations
           will enhance fundraising opportunities and will have the same accountability and
           transparency requirement
       •   The Affiliation Agreement between the Foundation and the University should be
           revised to maximize transparency and internal controls
       •   This new Foundation should not drive the purpose, policy or priorities of the
           University
       •   A minimum of two University Trustees should continue to serve on its Board of
           Directors. Consideration should be given to adding one chancellor and one dean,
           selected by the UT President, as non-voting members
       •   The Foundation should be organized in a manner that allows the UT Foundation
           Board of Directors to provide fiduciary oversight but also ensures, at the end of the
           day, the President and the Board of Trustees of the University has ultimate control of
           the Foundation


PROCESS
Over the course of the last twenty months, the Vice President for Development and Alumni
Affairs and the Committee Chair met at least three times and, in some instances more, with each
Chancellor, and their respective Vice Chancellors for Development and Vice Chancellors for
Finance, as well as every Dean at every campus that chose to attend the meetings (over 90%). In
addition, meetings were held with the Interim President, Senate Faculty Representatives, the
Constitutional Officers for the State of Tennessee, the State Auditor, a few legislators, members
of the Development Council and the Alumni Association. The Vice President for Development
and Alumni Affairs developed a draft Affiliation Agreement that is acceptable to both the State
and the University. The Attorney General has advised the University with respect to adhering to

                                                4
the spirit and the intent of applicable law. Every Chancellor has provided the committee with
invaluable feedback and their suggestions have been incorporated.


PROPOSAL FOR AN INTERDEPENDENT FOUNDAnON
The Foundations Study Committee, the Interim President, the Chancellors of each campus, the
Vice President for Development and Alumni Affairs, the past and the current chairs of the UT
Foundation, the chair of the Development Council and the president of the Alumni Association
are unanimous in recommending to the State of Tennessee and its legislators, the Board of
Trustees, the faculty, students and staff, that we adopt the following:
   •   Move to an Interdependent Foundation with a goal of increasing annual fundraising by at
       least $100 million by 2020 while keeping the university's investment in development
       consistent
   •   Grow the investment into the development program without increasing the university's
       direct support. Using this strategy, we will see the direct support by the university
       provide less than 45 percent of the total development program budget by 2020 (l00
       percent today)
   •   Lease current UT development employees to the Foundation (requires legislative
       approval)
   •   Finalize the Affiliation Agreement. Ensure transparency and internal controls by an
       outside independent review. Provide and limit the capability to establish "shadow"
       foundations
   •   Fund Foundation operation as follows (Attachment II includes the proposed Affiliation
       Agreement and a pro forma):
        I.   Contract fees from the University for development responsibilities
       2. 50 basis points are currently taken from the endowment earnings to manage the
             Foundation. An additional 50 basis points would be taken under the proposal for a
             total of 100 points.
       3. All short-term investment interest income from gifts for twelve months
       4. A percentage ofUT Foundation unrestricted gifts




                                                  5
The Foundations Study Committee was created to review how the University might maximize
fundraising and to review the current effectiveness of the existing Foundation. The Affiliation
Agreement summarizes the ten year financial and transition plan.      It has been developed by
Interim President, the Vice President for Development and Alumni Affairs, campus Chancellors,
the UT CFO & Treasurer, the Chief of Staff and the Foundations Study Committee. A proposed
organizational chart is included as Attachment III.


The Committee has drawn on the experience and practices of five highly regarded peer
institutions to propose a significantly improved fundraising approach. We are late to the game,
but the men and women who collectively created this proposal are unanimous in their belief that,
practically, it is the best approach and the one that will most likely enable us to cope with the
ever increasing need for private funding. As ambitious as this plan is, it cannot replace public
funding, only supplement it.


The University can no longer postpone this transition.     Public funding to the University of
Tennessee campuses decreased $20,514,000 in 2009, $65,601,200 in 2010 and $24,156,000 in
2011 - totaling $110,271,200 over three years. Moving to an interdependent foundation is the
most important financial step the University can make in 2010.




                                            ******

               An issue outside of this Committee's charter cannot be overlooked. Under the
       present organizational structure at The University of Tennessee, the Development Office
       and Alumni Affairs are joined at the hip.       The virtue of this approach cannot be
       overstated - instead of competing organizations, as at other universities with competing
       goals and fund raising, we have this integrated organization that moves in near lockstep
       to achieve the University's goals. It is essential to keep both Development and Alumni
       Affairs under one organization. It is the strong recommendation from this Committee
       that Alumni Affairs either be a part of the Foundation or remains under the Vice



                                                 6
President for Development and Alumni Affairs. Alumni Affairs also requires a different
funding model to increase its effectiveness.


For the Committee:


Charles E. Wharton


Attachment I - Comparisons of Peer University Development Programs


Attachment II - Proposed Affiliation Agreement and a pro forma


Attachment III - Organizational Chart




                                         7
                                                              Foundation Study Committee                                                            Attachment I
                                                                  Comparison Sheet


                                                                                                                                                    Universi~  of
                                                             Universi~    of    University of   Universitll of   University of                       Tennessee
                    Comj2arision Points                         Florida        North Carolina     Virginia          Texas         TexasA&M             Sllstem
Does the staff raise funds from within the university or
though a foundation?                                          Foundation         Foundation      Foundation        University      Foundation          University
Is the development staff employed by the university or the
foundation?                                                   Foundation         Foundation      Foundation        University       Foundation         University
                                                                                                                  82 (with plan   60 (with plan
                                                                                                                 to increase by    to double to
How many development officers does the university have?           77                137              110               40)             120)                46
How many foundations does the university have?                     1                 12              27                 4                3                 2
                                                                                                                                    No (alumni
Are there foundations for each or some of the colleges?           No                Yes              Yes              Yes         and athletics)           No
What type of foundation does the university have?
(Independent, Interdependent, or Dependent)                  Interdependent    Interdependent   Interdependent   Independent      Independent         Dependent
Does the foundation use AGB recommended funding
sources?                                                          Yes               Yes              Yes              Yes             Yes                  No
How is the foundation funded?
                                                                                                                                                   Small percentage
                                                                                                                                                                    I
                                                                                                                                                    of the system
             Unrestricted gifts                                   Yes               Yes              Yes              No               Yes              budget
                                                                                                                                                   Small percentage
                                                                                                                                                    of the system I
             Endowment management fee                             Yes               Yes              Yes              Yes              Yes              budget
                                                                                                                                                   Small percentage
                                                                                                                                                    of the system
              Interest income on cash balances                    Yes               Yes              Yes              No               Yes              budget
              Administrative fee on gifts                         Yes               Yes              Yes              No               Yes                No
              Institutional support                               Yes               Yes              NA               Yes              Yes          Yes - majority
What is the total annual budget for development and
alumni affairs?                                                  $33M               $28M            $35M             $22M             $20M               $17M
FY08 CAE Giving Totals                                          $206M              $292M           $270M            $280M            $207M              $106M
What is the size of the current campaign goal?                   $1.5B               $2B             $3B              $3B              $1B                $1B
What is the size of the total endowment?                        $1.25B             $2.3B           $4.5B            $2.5B              $1B              $870M
Does an Investment Company oversee endowment
investments?                                                     Yes                Yes             Yes              Yes               No                 No
Number of Graduate & Undergraduate Students                     35,000             26,000          21,000           50,000           47,000             42,000

Overall University Budget Provided By State Appropriations       22.0%             22.0%            8.2%             18.3%           25.0%               30.2%
            AFFILIATION AND SERVICES AGREEMENT - September 21,2010




                     Affiliation and Services Agreement
                                   between
                        The University of Tennessee
                                     and
                 The University of Tennessee Foundation, Inc.


This Affiliation and Services Agreement (hereinafter referred to as "Agreement"), entered into as
of the ___ day of _ _ _ _, 2011, by and between The University of Tennessee
(hereinafter referred to as "University") and The University of Tennessee Foundation, Inc.
(hereinafter referred to as "Foundation"):


                                          WITNESSETH:


WHEREAS, the University is a public institution of higher education chartered in 1794 by the
General Assembly of the State of Tennessee as a body politic and corporate with enumerated
powers and all rights, privileges and powers usually conferred upon universities; and


WHEREAS, the General Assembly ofthe State of Tennessee has expressly authorized and
empowered the Board of Trustees of the University to take such steps, to enter into such
agreements, and to do whatever it may deem necessary for the establishment of foundations in
support of the University; and


WHEREAS, the Foundation was organized and incorporated in the state of Tennessee in 2000 as
a nonprofit public benefit corporation formed exclusively for charitable, scientific, literary, and
educational purposes within the meaning of section 501 (c )(3) of the Internal Revenue Code of
1986, as amended, and specifically for the exclusive purpose of benefiting the educational,
research, and public service missions of the University; and
             AFFILIATION AND SERVICES AGREEMENT - September 21, 2010


WHEREAS, the Board of Trustees of the University and the Board of Directors ofthe
Foundation agree that the Foundation can provide an invaluable service to the University by
maximizing private gifts to the University by sharpening the focus on the University's
fundraising efforts, enhancing outreach and services available to alumni, providing a mechanism
to increase the development and alumni operation (staffing, activities, and other initiatives); and


WHEREAS, the Board of Trustees, University President, Chancellors, Deans, and the
Foundation Board of Directors agree that a collaborative effort of shared commitment to private
gift fundraising and decision making between the University and the Foundation is paramount to
successfully reaching the desired outcomes of increasing private gift fundraising; and overall
alumni engagement; and


WHEREAS, the University and the Foundation believe it is in the best interest of the University
for private gift fundraising to be coordinated through the Foundation to increase efficiency and
effectiveness and to expand the current sources of support for the University system, and
therefore the University desires to engage the services of the Foundation in accordance to the
terms and conditions set forth in this Agreement; and


WHEREAS, because of the close association of the Foundation with the University, it is prudent
and beneficial to have a clear statement, agreed upon by the parties, ofthe responsibilities,
authority, and the relationship of the University and the Foundation and to agree on the standards
and procedures for accounting for and aUditing of accounts of the Foundation, while at the same
time preserving the private and independent status of the Foundation;


NOW THEREFORE, in consideration of the premises, mutual covenants, and agreements
contained herein, the parties agree as follows:




                                                  2
          AFFILIATION AND SERVICES AGREEMENT - September 21,2010




                                        ARTICLE I
      RELATIONSHIP BETWEEN THE FOUNDATION AND THE
                                      UNIVERSITY


1.   The Foundation is a separately incorporated nonprofit organization that exists to receive,
     hold, invest, and administer private gifts and other private resources solely for the benefit
     of the University.


2.   By its approval of this Agreement, the Board of Trustees of the University designates the
     Foundation to receive all private gifts for support of the University made on or after the
     effective date of enabling legislation enacted by the Tennessee General Assembly, except
     any gift for which the donor has specifically directed in writing that the gift be received
     and held by the University.


3.   The Foundation President, in partnership with an Advisory Foundation Committee
     consisting of the University President, the campus Chancellors or their designees, the
     Chair of the Foundation Board of Directors, and the Executive Director of the UT
     Alumni Association will prepare an annual plan that shall include but not be limited to
     Foundation programs, initiatives, and staffing growth and changes that will be presented
     to the Foundation Board of Directors for approval.


4.   The Foundation President and the campus Chancellors will jointly manage the campus
     Vice Chancellors for Development with dual direct reporting lines. Development related
     goal setting and performance reviews of Vice Chancellors for Development shall be
     initiated by the President of the Foundation annually and conducted jointly with the
     Chancellors. Appendix C further outlines this dual management responsibility.


5.   The Foundation and the University agree that accountability and public trust are
     paramount to the success of the Foundation and its mission to support the University.


                                               3
           AFFILIATION AND SERVICES AGREEMENT - September 21,2010


6.    The Foundation reserves all rights and powers granted to it under the charter and bylaws,
      under the Tennessee law of non-profit entities and under the federal law of tax-exempt
      entities that are not specifically limited or abridged by this Agreement.


7.    The Foundation and the University acknowledge that each is an independent entity and
      agree that neither will be liable, nor held out by the other as liable, for any of the other's
      contracts, torts, or other acts or omissions, or those of the other's trustees, directors,
      officers, members, staff or activity participants.



8.    The parties are independent contractors. Nothing in this Agreement is intended, or shall
      be construed, to create any association, joint venture, agency relationship or partnership
      between the parties or to impose any such obligation or liability upon either party.
      Nothing in this Agreement shall be construed to give either party any right, power or
      authority to enter into any agreement,   OJ   act as an agent or representative of, or otherwise
      bind, the other party.

9.    Debts, liabilities, and other obligations of the Foundation shall not constitute debts,
      liabilities or obligations of the State of Tennessee or the University and shall be payable
      only from unrestricted assets of the Foundation. Neither the University nor the State
      shall have any legal or other obligation to finance the deficits of the Foundation.
      Effective on the date of this Agreement, neither the State nor the University shall have
      any legal, financial or other responsibility or liability for the operation of the Foundation
      except as expressly agreed to by the University in this Agreement.


10.   Debts, liabilities, and other obligations of the University shall not constitute debts,
      liabilities or obligations of the Foundation and shall be payable only from assets of the
      University. The Foundation shall have no legal or other obligation to finance the deficits
      of the University.


11.   The Foundation shall indemnify, hold harmless, and, at the University'S request, defend
      the University, the State of Tennessee, and their agents, trustees, officers, employees, and

                                                 4
             AFFILIA nON AND SERVICES AGREEMENT - September 21, 2010


       successors against any claims, damages, losses, or costs to third parties in any way
       arising out of, attributable to, or in connection with any act or omission of the Foundation
       and its agents, directors, officers, employees, leased University employees, and
       successors. The Foundation shall maintain the insurance coverage specified in Appendix
       D at all times, and the University shall be named as an additional insured. The
       Foundation shall provide the University's Chief Financial Officer with a Certificate of
       Insurance evidencing compliance with the insurance requirements.


12.    Nothing contained in this Agreement shall be deemed or construed to waive or abrogate
       in any way the sovereign immunity of the State of Tennessee or the University, or any
       official, officer, or employee of the State or University or to deprive any official, officer,
       or employee of the State or University of any other immunity to which the official,
       officer, or employee is otherwise entitled under state law. The University's liability for
       any claims, damages, losses, or costs to the Foundation and to third parties shall be
       subject to the terms, limits, and conditions of the Tennessee Claims Commissions Act,
       Tenn. Code Ann. §§ 9-8-301 et seq.


                                          ARTICLE II
        FOUNDATION COMMITMENT TO UNIVERSITY SERVICE


The mission of the Foundation is to support the University's educational, research, and public
service activities by soliciting, receiving, and administering private funds to support programs
beyond the scope of the University's Education and General budget, and specifically does not
include making or influencing University policy, procedures, or management/operational
decisions.


1.     Organizational Structure


       a.      The University's Vice President for Development and Alumni Affairs shall serve
               as President and chief executive officer of the Foundation and shall report directly
               to both the University President and the Foundation Board of Directors. In

                                                  5
          AFFILIATION AND SERVICES AGREEMENT - September 21, 2010


            accordance with the University's bylaws, the Vice President for Development and
            Alumni Affairs shall be elected by the University's Board of Trustees upon the
            recommendation of the University President and shall serve at the pleasure of the
            Board of Trustees. Accordingly, the authority to hire, terminate, and set the
            compensation of the President and chief executive officer of the Foundation lies
            ultimately with the University's Board of Trustees.


     b.     The Foundation Board of Directors shall include the following University
            members:


            1.    two appointed members of the University Board of Trustees, who shall be
                  designated by the Vice Chair of the Board of Trustees and serve as voting
                  members of the Foundation Board of Directors;
            11.   one University of Tennessee Alumni Association (UT AA) representative, who
                  shall serve as a voting member of the Foundation Board of Directors and be
                  appointed through the Foundation nominations process from a pool of
                  candidates identified by the UTAA Executive Committee and the UTAA
                  Executive Director;
            iii. President of the University, who shall serve ex officio and as a non-voting
                  member of the Foundation Board of Directors; and
            IV.   One Chancellor and one Dean designated by the University President and
                  rotated among the campuses, both of whom shall serve ex officio and as non-
                  voting members of the Foundation Board of Directors.


2.   Private Gift Fundraising


     The Foundation shall:


     a.     Be responsible for conducting on behalf of the University, as specifically
            requested by the President of the University, the overall development and alumni
            programs, such as planning and coordinating capital campaigns and initiatives,

                                               6
     AFFILIATION AND SERVICES AGREEMENT - September 21,2010


      planning and implementing a variety of programs and services to all alumni
      (collectively, the "Programs"), in close cooperation with the University,
      campuses, and colleges, for the purpose of securing financial support for the
      benefit of the University and strengthening alumni engagement with the
      institution.


b.    Solicit, receive and manage private gifts for the benefit of the University. If a
      donor expressly requests in writing, by a gift agreement or otherwise, that a
      private gift be received and held by the University rather than the Foundation, the
      Foundation will deposit the funds into the University bank account, and the
      appropriate University account in the accounting system will be credited with the
      gift.


c.    Transfer spent gift funds to the University once each year on June 30.

d.    Receive and manage such grants from state or federal agencies as the University
      President and the Foundation Board of Directors may agree to accept.


e.    Provide additional fund raising options for the University by receiving private
      gifts for the benefit of the University including those that because of unacceptable
      risks or other business reasons, the University could not accept (for example,
      encumbered real property, a going business, leveraged endowments, partnerships,
      and gift annuities). While under no obligation to accept such gifts or to undertake
      such ventures, prior to accepting such gifts, the Foundation will discuss any such
      opportunities with the President of the University and the Chancellor of the
      involved campus, who shall in tum consult the University's Chief Financial
      Officer and the University's General Counsel. The Foundation shall not accept
      gifts that create a direct or indirect financial liability for the University (for
      example, accepting a gift that requires the assuming of another's debt) without the
      prior written approval of the President of the University, which shall be given
      only after consultation with the University's Chief Financial Officer and the



                                          7
     AFFILIATION AND SERVICES AGREEMENT - September 21,2010


      University's General Counsel and only after receiving the written concurrence of
      the Vice Chair of the University's Board of Trustees.


f.    Engage, as may be specifically approved in advance by the Foundation Board of
      Directors, in real estate development, entrepreneurial ventures, and other revenue-
      producing activities for the benefit of the University that are more appropriately
      conducted by a private organization, subject to the University President's veto
      power as provided in Article IV, Section 6, and further subject to providing prior
      written notice of any real estate development to the State Building Commission
      and compliance with the terms of Article II, Section 4.h. ofthis Agreement if
      applicable.


g.    Advise donors that restrictive terms and conditions imposed on the University's
      use of gifts must be approved by the University prior to the Foundation's
      acceptance of such gifts.


h.    Notify all designated University beneficiaries of gifts and contributions to the
      Foundation for their benefit, including the terms of any restrictions on such gifts,
      and make available regular reports of fund balances and expenditures.


l.    Provide all necessary receipts and acknowledgements, as required by the Internal
      Revenue Code, for all private gifts for the benefit of the University, including
      gifts that will be held by the University.


J.    Within budgetary constraints, coordinate with University related volunteer groups
      as specified by the President of the University.


k.    Provide the services for fundraising and alumni activities such as prospect
      research, marketing, donor stewardship, property management, database
      management, accounting and disbursements, etc.


l.    Work where appropriate with the designated offices of the University to arrange
      press conferences, releases, and radio and television communications to


                                         8
     AFFILIATION AND SERVICES AGREEMENT - September 21,2010


      acknowledge significant gifts and coordinate with chancellors, deans, department
      heads and other staff or faculty as required.

m.    Maintain records concerning gifts and contributions to the Foundation and the
      University (unless the donor has requested that the gift or contribution be received
      and held by the University).

n.    Provide the services of trained development and alumni professionals to
      campuses, colleges, units, departmental offices or programs of the University
      (hereinafter "Unit" or "Units"), as appropriate. The addition or reduction of
      development and alumni professionals will be approved by the Advisory
      Foundation Committee and in consideration of the Foundation's budget and need,
      based upon analysis of the Unit's potential for private gift fundraising success as
      well as needed growth in alumni outreach.

o.    Coordinate with each campus Student Financial Aid and Honors Program the
      management and recognition of awards and other established scholarship
      programs.

p.    Coordinate any University-wide recognition of major donors and deferred gift
      donors through the formal stewardship programs established by the University
      and advising/coordinating with Unit-based stewardship activities.

q.    Provide for timely reimbursement of expenses or payment of vouchers approved
      in accordance with Foundation policy approved by the University.


r.    Develop and manage operating policy and procedures including donor
      coordination.

s.    Perform such other duties as the University President may reasonably request as
      necessary or desirable to effectively conduct the Programs. In consultation with
      the Foundation and subject to approval by the Foundation Board, the University
      may contract for development services beyond the Foundation's budgetary
      capacity for needs or special projects benefiting the University and which the
                                        9
          AFFILIA nON AND SERVICES AGREEMENT - September 21, 20 10


            Foundation is best suited to provide in accordance with its specialized knowledge
            and experience. If such additional services are needed on a one-time basis, the
            University and the Foundation shall enter into a separate contract for the
            additional services. If such additional services are needed on an ongoing basis, an
            amendment to this Agreement shall be executed in accordance with the provisions
            of Article VII.


     t.     Coordinate fundraising and other activities with other fundraising foundations
            established within the UT system, provided that the University does not make any
            contract or commitment with any other individual, corporation, association, or
            partnership concerning such activities without first notifying the Foundation. The
            Foundation shall provide the donor coordination, support services such as
            research, receipting and fund management in the current and future anticipated
            model regardless of the number offoundations established. The Foundation will
            be the central fundraising foundation and provide all support services to any
            fundraising foundation deemed affiliated by the Board of Trustees.


3.   Foundation Asset Management and Fiduciary Responsibilities


     The Foundation Board of Directors is responsible for the control and management of all
     assets ofthe Foundation.


     a.     The Foundation shall have the authority to create an Investment Committee
            comprised of members of the Foundation Board of Directors, UT Investment
            Officer and the President of the University, or the President's designee.


     b.     The Foundation shall establish or cause to be established asset-allocation,
            disbursement, and spending policies that adhere to applicable federal and state
            laws, including the Uniform Prudent Investor Act and the Uniform Prudent
            Management of Institutional Funds Act.




                                             10
          AFFILIATION AND SERVICES AGREEMENT - September 21,2010


     c.     The Foundation shall have the authority to assess normal fees associated with the
            collection and disbursement of gifts and gift income as approved by the President
           of the University. Additional funding to enable a growth in private gift support
           for the University will be accomplished using any or all of the following revenue
           sources: annual unrestricted funds given to the Foundation, endowment
           administration fee, investment earning fee from Foundation daily cash
           management program, accruing and using interest earnings on cash gifts to the
           Foundation prior to transfer to the University, marketing programs, assessing fees
           for services, and/or imposing gift administrative fees to support its operations
           from any sources outlined by the University or in the Association of Governing
           Boards list attached as Appendix B. All revenue sources will be agreed upon in
           writing between the President of the Foundation and the University President and
           approved by the Foundation Board of Directors. The Foundation shall disclose
           any assessment of fees or taxes to donors.


     d.    The Foundation is responsible for the performance and oversight of all aspects of
           its operations based on a comprehensive set of bylaws and policies that clearly
           address the Board of Director's fiduciary responsibilities.


4.   Foundation Administration


     a.    Subject to enactment of enabling legislation, the Foundation and the University
           may enter into a separate Employee Services Agreement (ESA) for the lease of
           certain University development and alumni employees to the Foundation. The
           ESA may provide that development and alumni employees hired after the
           effective date of the ESA shall be hired as University employees and then leased
           to the Foundation. Alternatively, the ESA may provide that development and
           alumni employees hired after the effective date of the ESA shall be hired as
           Foundation employees. The ESA shall set forth the agreement of the University
           and the Foundation concerning compensation policies and other human resource
           policies applicable to leased University employees. The ESA shall recognize that
           the compensation of the Vice President for Development and Alumni Affairs,
                                           11
     AFFILIATION AND SERVICES AGREEMENT - September 21,2010


      who also shall serve as President of the Foundation, must be approved by the
      University Board of Trustees upon the recommendation of the University
      President, as required by the University bylaws. The ESA shall also provide that
      the Foundation President and the respective Chancellor shall agree on the salary
      of the Vice Chancellor for Development.


b.    The Foundation will have the authority to hire employees of the
      Foundation and otherwise develop its own human resource infrastructure and
      compensation policies to accomplish the mission of the Foundation.


c.     The Foundation Board shall set compensation standards, including salary ranges
      and fringe benefits, for any development and alumni professionals or other staff
      hired as employees of the Foundation.


d.    The Foundation shall maintain art office that will serve as the legal address of the
      Foundation and the place where Foundation records will be held. The Foundation
      shall be responsible for all costs associated with this office, including but not
      limited to the cost of personnel, office space, parking, computers and other office
      equipment, information technology services, and telephone services. As of the
      date of this Agreement, the Foundation office space, located at 600 Henley Street,
      Suite #100, is leased from the University. The Foundation is not obligated to
      lease space from the University.


e.    The Foundation shall have its own legal counsel and shall be responsible for all
      costs for Foundation legal services.


f.    The Foundation shall establish record retention, operating, finance, and human
      resource policies and maintain copies of plans, budgets, and other records
      developed in connection with the performance of its obligations according to
      those policies.



                                         12
     AFFILIATION AND SERVICES AGREEMENT - September 21, 2010


g.    The Foundation shall establish procurement policies and submit such policies to
      the President of the University for written approval. The procurement policies
      shall include the prohibition against using the Foundation to avoid or circumvent
      University procurement policies. The procurement policies shall be filed with the
      State Comptroller of the Treasury. The Foundation shall provide access to data
      and records to the appropriate University officials in accordance with applicable
      laws, Foundation policies and guidelines, and University policies and guidelines.
      The Foundation shall provide the University with its annual report and other
      infonnation that may be publicly released. The Foundation's financial statements
      will be treated as a component unit of the University's audited financial
      statements in accordance with Generally Accepted Accounting Principles
      (GAAP) and thereby subject to all GAAP reporting requirements. The
      Foundation will strive for transparency and strong internal controls.


h.    The Foundation will abide by the statutory provisions over real property provided
      in TCA 4-15-102 and include approval by the State Building Commission of any
      acquisition of or improvements to real property for which the intent exists to
      transfer ownership to the University.   The University shall obtain approval of the
      State Building Commission for any improvement to University real property
      using Foundation funds. The University shall report to the State Building
      Commission prior to acting on any planned acquisitions of or improvements to
      real property. The University shall obtain approval from the State Building
      Commission prior to acceptance of any real property gift/conveyance by the
      Foundation, if the Foundation anticipates the University will contribute to the
      property's upkeep, payment of debt, or other financial obligation or use.


I.    The Foundation shall establish and enforce policies to protect the confidentiality
      of donors and alumni and their records to the fullest extent allowable under the
      laws of the State of Tennessee.




                                        13
            AFFILIA nON AND SERVICES AGREEMENT - September 21, 2010


       J.     The Foundation shall establish, adhere to, and periodically assess its gift
               management and acceptance policies.


       k.      Under no circumstance shall any of the net earnings or assets of the Foundation
               inure to or be distributed to the benefit of its Board of Directors, officers, or other
               private persons except that the Foundation shall be authorized and empowered to
               pay reasonable compensation for services rendered and make payments and
               distributions in furtherance of the overall purpose of the Foundation.


                                          ARTICLE III
            UNIVERSITY COMMITMENT TO THE FOUNDATION


The University supports the growth of the Foundation to maximize private gift support to the
University. In consideration of the services provided by the Foundation to the University, the
University shall provide the following in support of the Foundation:


1.     University Commitment


       a.     The University recognizes the need to increase its private gift fundraising and
              alumni outreach and encourages the growth of development and alumni staff and
              operations by using all revenue sources available and as agreed upon in writing
              between the President ofthe Foundation and the President of the University and
              approved by the Foundation Board of Directors.


       b.     The President of the University, as well as the campus chancellors, academic
              deans, and other key university personnel shall commit to supporting private gift
              fundraising and alumni outreach including, but not limited to:


                                   I.   communicating university and unit priorities and long
                                        range plans to the Foundation;
                                  ll.   participating in solicitations of major gift prospects,


                                                  14
         AFFILIATION AND SERVICES AGREEMENT - September 21, 2010


                             Ill.   communicating development and alumni goal activities to
                                    their assigned unit professionals;
                              IV.   participating in search committees for new development
                                    and alumni professionals for their unit; and
                              v. participating in joint performance reviews of their assigned
                                    development and alumni professionals.
                             vi. participating in key alumni programs/events.


   c.      The University will maintain policies and controls for the use of gift funds
           transferred from the Foundation to the University in accordance with donor
           restrictions.


   d.      To the extent allowed by applicable law, regulations, and policies, the University
           will provide both Foundation and leased University employees with identification
           cards for access to the following University privileges or benefits at the same cost
           as they are available to University employees: parking, athletic ticket benefits
           and events, libraries, and recreation and fitness programs and facilities.


2. Compensation for Services by the Foundation. In consideration of the Foundation's
   services described in this Agreement, the University will provide the following
   compensation to the Foundation:


        a. Direct Support. The University will make payments to the Foundation in the
           amounts shown as University Direct Support in the Projected Foundation Budget
           set forth in Appendix A (which also includes other revenue sources consistent
           with those identified by the Association of Governing Boards and listed in
           Appendix B). The University will remit the University Direct Support payments
           to the Foundation no later than the tenth (lOth) day of each month.


           The University commits to continuing to make the University Direct Support
           payments outlined in the agreed upon Projected Foundation Budget set forth in

                                              15
 AFFILIATION AND SERVICES AGREEMENT - September 21,2010


   Appendix A, subject to the University's right under Article VII to terminate this
   Agreement at the end of any fiscal year if sufficient funds are not available to
   carry out the University's obligations under the Agreement. Changes to the
   University Direct Support payments will be reviewed every two years and must
   be approved by the Advisory Foundation Committee prior to submission for
   approval by the Foundation Board of Directors and the University Board of
   Trustees. Predictable revenue sources to support development budgets can help
   minimize the distraction and loss of focus towards securing private gifts for the
   benefit of the University.


   Notwithstanding the above provision for review of the University Direct Support
   payments every two years, the Projected Foundation Budget set forth in Appendix
   A may be amended at any time by agreement of the parties in accordance with the
   provisions of Article VII, Section 3.


b. Endowment Assessment. Except when circumstances require or warrant separate
   investment, University endowment funds and Foundation endowment funds are
   co-mingled and invested in the Consolidated Investment Pool. An administrative
   fee is assessed on the Consolidated Investment Pool for accounting and
   development services. In consideration of the Foundation's services under this
   Agreement, the University will pay the Foundation the net administrative fee (net
   of direct University investment expenses) assessed on the University and
   Foundation funds invested in the Consolidated Investment Pool. The
   administrative fee as of the date of execution of this Agreement is 100 basis
   points of the previous fiscal year-end market value of the Consolidated
   Investment Pool. The Endowment Assessment amounts shown in the Projected
   Foundation Budget set forth in Appendix A represent projections of the amount of
   the total administrative fee assessed on the Consolidated Investment Pool.


c. In-Kind Support.



                                    16
            AFFILIATION AND SERVICES AGREEMENT - September 21,2010


                   I.   The University will provide appropriate offices in University buildings for
                        all development and alumni staff, whether they are leased University
                        employees or employees of the Foundation, and will also provide
                        furniture, office supplies, computers and other necessary office equipment,
                        information technology services, telephone services (but not including
                        cellular phones, personal digital assistants, or similar mobile devices),
                        utilities, and clerical staff as necessary and appropriate.


                  11.   The University will be responsible to provide and maintain the alumni
                        donor data base (ANDI). This includes licensing for data base and related
                        software and hardware, upgrades, electronic screening, imaging software
                        and IT development and report writing. In addition the University shall be
                        responsible for planning a budget, and periodically evaluating new or
                        improved data bases or social networking, constituency management
                        systems, or other such hardware or software systems as necessary for the
                        Foundation to meet the University's needs. If future circumstances
                        require that the Foundation assume responsibility for the alumni donor
                        system, licenses and infrastructure, this Agreement will be amended in
                        accordance with the provisions of Article VII with consideration of any
                        necessary revision of the agreed upon Projected Foundation Budget set out
                        in Appendix A.


3.     Confidential Records. The University acknowledges that under Tennessee Code
       Annotated 49-7-140, personally identifiable records and information concerning gifts
       received by both the University and the Foundation are protected against disclosure.


                                          ARTICLE IV
     ENSURING UNIVERSITY COORDINATION AND TRANSPARENCY


1.     The Foundation will operate in a transparent manner to ensure there is public trust.



                                                   17
          AFFILIATION AND SERVICES AGREEMENT - September 21,2010


     a. Minutes of open Foundation Board meetings will be available at its website.
     b. The Foundation will create an annual report (electronic or written).
     c. The Foundation will annually present a report to the University Board of Trustees.
     d. The Foundation will file an IRS 990 report and meet all applicable requirements.
     e. All full board meetings of the Foundation will be open to the public except for
        executive sessions that shall include but not be limited to the following matters:
         litigation; audits or investigations; human resource issues; gift acceptance
         deliberations; board training; governance; donor strategy sessions; and security
        measures.


2.   The Foundation Board of Directors shall maintain an audit committee as a standing
     committee of the Board.


3.   The Foundation shall engage an independent certified public accounting firm annually to
     conduct an audit of the Foundation's financial and operational records and shall provide
     the University and the Comptroller of the Treasury with a copy of the annual audited
     financial statements (including management letters). The Foundation shall cQordinate its
     annual audit to allow for the results to be included in the University's annual report. In
     addition, the Foundation shall provide such other reports, schedules, and records as may
     be reasonably requested by the University. All annual reports and all books of accounts
     and financial records (including revenues and expenditures) of the Foundation shall be
     subject to audit by the Comptroller of the Treasury or his designee.


4.   The management ofthe Foundation will perform regular, documented assessments of the
     Foundation's risk offraud, waste, and abuse. The management of the Foundation will
     establish and implement a system of internal controls that adequately mitigates those
     risks and ensures compliance with all applicable laws and regulations. Management of
     the Foundation will submit the risk assessment and the documented mitigating controls to
     the audit committee for review and approval.


5.   Pursuant to Tennessee Code Annotated § 49-7-107(c), the Foundation has adopted a code
     of ethics and shall maintain such a code at all times. The code of ethics shall require full
                                              18
          AFFILIATION AND SERVICES AGREEMENT - September 21, 20 I 0


     disclosure of all conflicts and potential conflicts of interest, the definition of which shall
     be consistent with Tennessee Code Annotated § 12-4-101, that any member of the
     Foundation Board of Directors may have in his or her role as a member of the Foundation
     Board of Directors. The code shall also include provisions prohibiting any director,
     officer, or staff member of the Foundation from accepting or giving any gift or gratuity
     that is offered, or reasonably appears to be offered, because of the individual's position
     with the Foundation. Notwithstanding any other provision of law to the contrary, the
     Foundation Board of Directors may remove any appointed member for a material
     violation of the code of ethics in accordance with the provisions of Tennessee Code
     Annotated § 49-7-107(d).


6.   Upon finding that a real estate development, entrepreneurial venture, or other revenue
     producing activity the Foundation proposes to undertake is not in the best interest ofthe
     University, the President of the University shall have power to veto the proposed activity.


7.   The Foundation shall not pay any compensation, directly or indirectly, to the President of
     the University or any other University employee; provided, however, that this provision
     shall not be construed to prohibit the Foundation's lease of University development and
     alumni employees pursuant to a duly authorized and executed Employee Services
     Agreement; nor shall this provision be construed to prohibit the transfer of funds from the
     Foundation to the University for professorships, chairs, and similar programmatic
     support.


8.   All Foundation disbursements on behalf of the University will be reasonable business
     expenses that support the University, are consistent with donor intent, and do not conflict
     with applicable law, regulations and policies. Foundation disbursements shall be subject
     to University review and audit by the Comptroller of the Treasury or internal auditor of
     the University.


9.   Nothing in this Agreement shall be construed to permit the purchase of goods and
     services on behalf of any University unit with the expectation of reimbursement from that
     unit. Goods and services may be purchased by the Foundation as a gift for the University
     subject to the normal review and approval for gift acceptance. However, neither the
                                            19
           AFFILIATION AND SERVICES AGREEMENT - September 21,2010


      University nor the Foundation sha1l use the Foundation as a means to procure goods and
      services in circumvention of University purchasing policies.




                                            ARTICLE V
     FOUNDATION'S USE OF UNIVERSITY NAME, SEAL AND LOGO


I.    Consistent with its exclusive purpose to support the educational, research, and public
      service missions of the University, the Foundation is granted permission to use the
      University's name, nicknames, and logos for the duration of this Agreement in
      furtherance of the Foundation's purpose. The President of the University reserves the
      right to object to any particular use by the Foundation, and in the event of such an
      objection, the Foundation shall cease and desist the use and cooperate with the University
      to achieve an acceptable use.


2.    Upon prior written approval by the President of the University, the Foundation may
      authorize others to use the University's name, nicknames, and logos as long as the use is
      in furtherance of the Foundation's purpose and is for a defined period of time not
      exceeding the term of this Agreement. The University reserves the right to object to any
      particular use by the third party, and in the event of such objection, the Foundation shall
      cause the third party to cease and desist the use and cooperate with the University to
      achieve an acceptable use.


3.    All correspondence, solicitations, activities and advertisements concerning the
      Foundation shall be clearly discernible as being from the Foundation and not the
      University.
                                       ARTICLE VI
                             MISCELLANEOUS TERMS


I.    Notices. Any notice, request, demand, or other communication permitted to be given
      hereunder shall be in writing and shall be deemed to be duly given when personally
                                               20
          AFFILIATION AND SERVICES AGREEMENT - September 21,2010


     delivered to an officer of the Foundation or the University, as the case may be, or when
     deposited in the United States mails, by certified or registered mail, return receipt
     requested, postage prepaid, at the respective addressees of the Foundation and the
     University as shown below, or to such other address as either party shall designate by
     written notice to the other:


     As to the University:          President
                                    The University of Tennessee
                                    800 Andy Holt Tower
                                    Knoxville, Tennessee 37996


     With a copy to:                General Counsel and Secretary
                                    The University of Tennessee
                                    719 Andy Holt Tower
                                    Knoxville, Tennessee 37996


     As to the Foundation:          TBD


     With a copy to:                TBD


2.   Assignment. Neither this Agreement nor any interest herein may be assigned,
     transferred, or conveyed in whole or in part.


3.   Applicable Law. This Agreement shall be construed, interpreted, and the rights and
     duties ofthe parties determined in accordance with the laws of the State of Tennessee.


                                      ARTICLE VII
                TERM, TERMINATION, AND AMENDMENT
                                OF THE AGREEMENT



                                                21
             AFFILIATION AND SERVICES AGREEMENT - September 21,2010


1.      The initial term of this Agreement shall be for a period beginning on the date hereof and
        ending on June 30, 2015, and shall continue thereafter from year to year; provided that as
        required by state law, the University may terminate this Agreement at the end of any
        fiscal year if sufficient funds are not available to carry out the University's obligations
        under the Agreement. Either party may terminate this Agreement at any time for any
        reason upon one hundred eighty (180) days prior written notice to the other party.
        Notwithstanding the foregoing notice provision, either party may terminate this
        Agreement in the event the other party defaults in the performance of its obligations and
        fails to cure the default within sixty (60) days after receiving written notice of the
        default..



2.      In the event of termination of this Agreement:


        a.      In the absence of any further agreement between the parties, the relationship
                between the parties will be governed by their prior Memorandum of Agreement
                dated December 1, 2005.


        b.      The parties anticipate, but recognize that there is no obligation, that the University
                will absorb the Foundation's development staff.


     3. It is anticipated that periodic amendments will have to be made to this Agreement, and
        both parties agree to the process outlined below:


             a. Budget Amendments. The Projected Foundation Budget set forth in Appendix A
                may be amended from time to time to reflect changes (increases or decreases) in
                the University's investment into its alumni and development programs as deemed
                necessary by the parties. Examples may include requesting additional
                development and alumni services from the Foundation or jointly funding new
                development and alumni staff members. Budget amendments under $250,000
                    shall be executed by the University President, after review and approval by the
                University Chief Financial Officer, and by the Foundation President and reported
                                                    22
            AFFILIATION AND SERVICES AGREEMENT - September 21, 2010


                annually to the University Board of Trustees, the Foundation Board of Directors,
               and the Comptroller of the State of Tennessee. Budget amendments of $250,000
               or more shall be processed in accordance with the provisions of Section 3.b.
               below concerning all other amendments to this Agreement.


            b. All Other Amendments.


                  I.   The Board of Directors of the Foundation or the President of the
                       University may in writing request an amendment of the Agreement. The
                       parties will negotiate the requested amendment and develop appropriate
                       language.


                 11.   In a joint letter to the Comptroller of the State of Tennessee, both parties
                       will articulate the reason for the proposed amendment and seek approval
                       from the Comptroller of the State of Tennessee.


                lll.   Once the Comptroller has approved the amendment, it will be submitted to
                       the University Board of Trustees and the Foundation Board of Directors
                       for approval. After approval by the two boards, and after any required
                       state government reviews and/or approvals, the amendment will be
                       executed by duly authorized representatives of the parties.




                                        ARTICLE VIII

                          DISSOLUTION OF FOUNDATION


In the event of permanent dissolution and liquidation of the Foundation, the Foundation Board of
Directors shall cause the assets of the Foundation to be applied and distributed in accordance
with its non-profit Charter, including distributions to the University or its successor. The
University will honor to the extent possible any donor restrictions on assets held by the
Foundation, including, but not limited to, retaining endowment funds as permanent endowments

                                                 23
            AFFILIATION AND SERVICES AGREEMENT - September 21, 2010


for the purposes specified by the donor. If a donor agreement limits or precludes any portion of
the Foundation's assets from matriculating to the University, the Foundation Board of Directors
shall make all available effort to effectuate the transfer of such assets to the University. Prior to
the permanent dissolution or liquidation of the Foundation, a complete accounting of the
Foundation will be attested to by the Foundation's independent accounting firm.



                                          ARTICLE IX
                                EFFECT OF AGREEMENT

1.     This Agreement shall not be effective until approved by the University Board of Trustees
       and the Foundation Board of Directors and thereafter executed by their respective
       authorized officers.


2.     This Agreement shall supersede all previous agreements between the University and the
       Foundation.


3.     A waiver by either party of any of the terms and conditions of this Agreement in any
       instance shall notbe deemed or construed to be a waiver of such term or condition for the
       future, or any subsequent breach thereofl or of any other term and condition of this
       Agreement.

4.     If any provisions ofthis Agreement shall, for any reasons, be held violation of any
       applicable law, and so much of said Agreement is held to be unenforceable, then the
       invalidity of such specific provision shall not be held to invalidate any other provision,
       which shall remain in full force and effect.

5.     The headings of the several Sections herein are inserted for convenience of reference
       only and are not intended to be a part of or to affect the meaning or interpretation of this
       Agreement.




                                                 24
            AFFILIATION AND SERVICES AGREEMENT - September 21, 2010


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers as the day and date first above written.



Vice Chair, Board of Trustees         Chair, Board of Directors
The University of Tennessee           The University of Tennessee Foundation, Inc.


President                             Chief Executive
The University of Tennessee           The University of Tennessee Foundation, Inc.




                                                 25
                                                  AFFILIATION AND SERVICES AGREEMENT - September 21,2010


                                                                             Appendix A
                                                                     Projected Foundation Budget
                                           2010        2011               2012                   2013                 2014              2015


Revenues:
Development
University Direct Support                          $   12,265,249     $   12,265,249    $          12,265,249     $    12,265,249   $    12,265,249

Endowment Assessment                                     5,620,000          5,988,600               6,398,258           6,850,206         7,345,712

UTF Interest Earnings                                     700,000           1,400,000               2,172,000           3,667,000         3,895,000

UTF Annual Unrestricted Gifts                             100,000            150,000                    200,000           250,000              250,000
Total Development Revenues                         $   18,685,249     $   19,803,849    $          21,035,507     $    23,032,455   $    23,755,961


Alumni Affairs
University Direct Support                          $    4,197,507     $    4,197,507    $           4,197,507     $     4,197,507   $     4,197,507

Marketing                                                 100,000            100,000                    150,000           200,000              250,000

Endowment Income                                          277,000            277,000                    277,000           277,000              277,000

Fund for the Future                                       650,000            919,000                1,155,000           1,393,000         1,638,000
Total Alumni Affairs Revenues                      $    5,224,507     $    5,493,507    $           5,779,507     $     6,067,507   $     6,362,507


Total Development and Alumni Affairs Revenues      $   23,909,756     $   25,297,356    $          26,815,014     $    29,099,962   $    30,118,468


Expenditures
Development
Salaries and Benefits                              $    11,999,917    $    12,299,915   $          12,607,413     $    12,922,598   $    13,245,663

Operating                                                3,262,150          3,343,704               3,427,296           3,512,979         3,600,803
Additional Staffing

                 Salaries and Benefits                   1,200,000          2,430,000               3,690,750           4,983,019         6,307,594


                                                                                            26
                                                    AFFILIATION AND SERVICES AGREEMENT - September 21,2010




                 Operating Costs                                150,000             303,750                   461,344           622,877                  788,449
Total Development Expenditures                       $    16,612,067      $    18,377.369     $           20,186,803     $    22,041,473      $     23,942,510


Alumni Affairs
Salaries and Benefits                                $    2,959,897       $     3,033,894     $            3,109,741     $     3,187,485      $      3,267,172

Operating                                                  2,027,548            2,095,112                  2,165,515           2,238,777             2,314,922
Additional Staffing

               Salaries and Benefits                            120,000             243,000                   369,075               498,302              630,759

               Operating Costs                                   10,000              20,250                     30,756               41,525               52,563
Total Alumni Affairs Expenditures                    $     5,117,445      $     5,392,256     $            5,675,087     $     5,966,089      $      6,265,416


Total Development and Alumni Affairs Expenditures    $    21,729,512      $    23,769,625     $           25,861,890     $    28,007,562      $     30,207,926


Annual Difference                                    $     2,180,244      $     1,527,731     $               953,124    $     1,092,400      $          89,458)




Number of Development Officers               74            86                  98                       110                   122                  134


Average Gift Totals                        $171 M        $ 189M               $207 M                   $ 225M                $243M                $261 M




                                                                                                  27
             AFFILIATION AND SERVICES AGREEMENT - September 21,2010



                                             Appendix B

                         Association of Governing Boards
                    Recommended Guidelines for Revenue Sources

               College and university respondents in the survey reported using a total of
                       20 sources of revenue to fund their fund-raising budgets.

Here are the sources and the number of foundations (institutions) that reported using each:

Unrestricted gifts                                      28
Endowment management fees                               25
Income on daily cash balances                           19
Employees on institutional payroll                      17
Administrative fees assessed on new gifts               12
Alumni funds                                            11
State and institutional funds budgeted for
    fund-raising operations                               7
Contract for services                                     6
In-kind from the institution                              6
Academic unit charge backs                                5
Endowment designated for fund-raising                     3
Real estate sales                                         1
Real estate leases                                        1
Unrestricted endowment                                    1
Special events                                            1
Designated gifts                                          1
Endowment growth                                          1
Foundation reserves                                       1
Overhead added for specific projects                      1
Entrepreneurial projects                                  1
Unstated                                                  4

The five sources that appear to have the greatest capacity for providing significant increases in fund-
raising budgets are:

        •   Institutional support - a category that includes several sources: state and/or institutional
            funds, contracted services, employees on institutional payroll, in-kind institutional
            support (usually space and various services), and school, college, departmental or project
            charge-backs;

                o    Unrestricted gifts;
                o    Endowment management fees;
                o    Income on daily cash balances; and
                o    Fees assessed on gifts.



                                                   28
            AFFILIATION AND SERVICES AGREEMENT - September 21,2010


                                       Appendix C

                       Joint Management Responsibilities
                                with respect to
                       Vice Chancellors for Development
As provided in Article 1, Section 4, the Foundation President and the campus Chancellors will
jointly manage the Vice Chancellors for Development. It is the responsibility of the Foundation
President to initiate the goal setting, annual performance reviews, and compensation adjustments
jointly with the campus Chancellors as outlined below. The procedure for other joint
management responsibilities is also outlined below.


Procedure for Goal Setting of Vice Chancellors:
   1. The Foundation President will establish uniform performance metrics (visits,
      solicitations, dollars raised, etc.) for all Vice Chancellors.
   2. The Foundation President and Chancellor will agree upon campaign goals and annual
      goals in non-campaign years.
   3. The Foundation President and Chancellor may agree to other goals and include them in
      the annual performance letter such as critical success factors.


Procedure for Annual Performance Reviews of Vice Chancellors:
   1. The Foundation President and Chancellor will review the Vice Chancellor's development
      and alumni related performance for the past year.
   2. The Foundation President will then draft the performance review letter with input from
      the Chancellor.
   3. This letter will be signed by both the Foundation President and the Chancellor and
      delivered to the Vice Chancellor in advance of a joint meeting with the Vice Chancellor.

Procedure for Compensation Increases for Vice Chancellors:
   1. Upon completion of the annual performance review process, the Foundation President
      will send any proposed increase in the Vice Chancellor's compensation to the Chancellor
      for review.
   2. The Foundation President and Chancellor will meet to discuss the Vice Chancellor's
      compensation and agree upon any increase.




                                              29
            AFFILIATION AND SERVICES AGREEMENT - September 21,2010


Procedure for Recruiting and Selecting Vice Chancellors:
The Foundation President will coordinate the recruiting and search for all new Vice Chancellors,
including advertising the position, coordinating background checks, and scheduling interviews.
    I. The Foundation President and Chancellor shall agree upon a final candidate pool to
        interview.
    2. The Foundation President and Chancellor will agree upon the appointment and
       compensation of the new Vice Chancellor.

Procedure for Terminating Vice Chancellors:
A decision to terminate the Vice Chancellor shall be made jointly by the Foundation President
and the Chancellor in compliance with applicable human resources policies and procedures as
articulated in the Employee Services Agreement and the Foundation's human resources
handbook.




                                               30
           AFFILIATION AND SERVICES AGREEMENT - September 21,2010



                                      AppendixD

                  Foundation's Duty to Maintain Insurance


In accordance with the provisions of Article I of this Agreement, the Foundation shall
maintain the following insurance coverage at all times and shall provide a Certificate of
Insurance evidencing compliance with these requirements to the University's Chief
Financial Officer:


Commercial General Liability Insurance            Each Occurrence           $1,000,000
                                                  Damage to Rented Premises     100,000
                                                  Med Exp (anyone person)         5,000
                                                  Personal & Adv Injury      1,000,000
                                                  General Aggregate          2,000,000
                                                  Products - Comp/Op Agg     2,000,000

ExcessIU mbrella Liability                        Aggregate                   10,000,000

Directors & Officers                                                           5,000,000

EPLI                                                                           5,000,000




                                             31
                                  UT Foundation, Inc.
                                  Organizational Chart




    President, University of                                  UT Foundation, Inc.
                                                              Board of Directors
          Tennessee

                                                                        I
                                           I
                                    President, UTFI
                   Vice President for Development & Alumni Affairs



                Chancellor                                 Vice Chancellor
-
                  UTK                                            UTK
                                                                                    -
                Chancellor                                 Vice Chancellor
-                                                                                   -
                 UTHSC                                         UTHSC

-               Chancellor
                  UTC
                                                           Vice Chancellor
                                                                 UTC
                                                                                    -
-               Chancellor                                 Vice Chancellor          -
                  UTM                                           UTM

'-----
                Chancellor                                 Vice Chancellor          1-
                Agriculture                                  Agriculture
                                BOARD OF TRUSTEES
                           THE UNIVERSITY OF TENNESSEE

                                       ACTION ITEM


DATE:                        October 22, 2010

COMMITTEE:                   Advancement and Public Affairs

CAMPUS/UNIT:                 All

ITEM:                        Affiliation and Services Agreement with UT Foundation.
                             Inc.

RECOMMENDATION:             Approval

PRESENTED BY:                Charles E. Wharton, Chair, Foundations Study Committee


The Affiliation and Services Agreement recommended by the Foundations Study
Committee is included as an attachment to the Report and Recommendations of the
Foundations Study Committee.        A few key provisions are highlighted below, but
Trustees are urged to review the entire Agreement carefully.

Subject to enactment of enabling legislation, the Agreement designates UT Foundation,
Inc. (UTF) "to receive all private gifts for support of the University ... except any gift for
which the donor has specifically directed in writing that the gift be received and held by
the University" (page 3).

The Agreement provides for both development and alumni services for the University to
be provided by UTF. As compensation for these services, the University will provide
UTF with the Direct Support, Endowment Assessment, and In-Kind Support described
on pages 15-17 of the Agreement and shown in the Projected Foundation Budget on
pages 26-27.

The Agreement provides for UTF to perform development and alumni services for the
University by leasing certain development and alumni employees from the University,
subject to enactment of enabling legislation (pages 11-12 of the Agreement). The
leasing of employees would be accomplished through an Employee Services
Agreement, which would be presented to the Board or the Executive and Compensation
Committee for approval prior to execution.

The Agreement provides for the Vice President for Development and Alumni Affairs to
serve as president and chief executive officer of UTF and to report directly to both the
University President and the Foundation Board of Directors (pages 5-6).             The
Agreement also provides for the campus Vice Chancellors for Development to report
directly to both the campus Chancellors and the Foundation President (Vice President
for Development and Alumni Affairs) (page 3 and Appendix C).

MOTION:

Move approval of the Affiliation and Services Agreement with UT Foundation, Inc.
as presented in the meeting materials and that:

   1. the President be authorized to execute the Affiliation and Services
      Agreement with UT Foundation, Inc. after enactment of required enabling
      legislation and after all required or appropriate state government reviews
      and approvals;

   2. the President, after consulting with the Chief Financial Officer and the
      General Counsel, be authorized to approve any revisions to the Affiliation
      and Services Agreement necessary to satisfy state government reviews
      and approvals; and

   3. the administration be authorized to negotiate an Employee Services
      Agreement with UT Foundation, Inc. for the lease of certain development
      and alumni employees and that the President be authorized to execute the
      Employee Services Agreement after enactment of required enabling
      legislation, after approval by the Board of Trustees or the Executive and
      Compensation Committee, and after all required or appropriate state
      government reviews and approvals.
                                BOARD OF TRUSTEES
                           THE UNIVERSITY OF TENNESSEE

                                      ACTION ITEM


DATE:                      October 21,2010

COMMITTEE:                 Academic Affairs and Student Success

CAMPUS/UNIT:               The University of Tennessee, Knoxville

ITEM:                      Proposal for a Program of Study Leading to the Degree of
                           Ph.D. in Energy Science and Engineering

RECOMMENDATION:            Approval

PRESENTED BY:              Katherine N. High, Interim Vice President for Academic Affairs
                           and Student Success

In compliance with the Complete College Tennessee Act of 2010, UT Knoxville has
developed a new curriculum and degree program in Energy Science and Engineering
(ESE). This interdisciplinary program is being developed jointly between UT Knoxville and
Oak Ridge National Laboratory (ORNL), and the proposed degree leverages energy-
related capabilities at both institutions. Most of the graduate students in the ESE program
will perform research for their dissertations at ORNL in groups focused on the energy
challenges of our time; approximately twenty-five percent of the ESE students will work in
research groups on the UT Knoxville campus. All students will take courses at UT
Knoxville, most of which already exist in various departments in the six tracks of energy-
related research. Some new courses are proposed, primarily to form a core curriculum to
be taken by all students in the degree program. It is anticipated that 20 to 40 new Ph.D.
students will be recruited and enrolled each year. Faculty will be recruited on a part-time
basis from existing researchers at ORNL and faculty at UT Knoxville; no new faculty lines
are being proposed.

The Energy Science and Engineering program will be housed in the Center for
Interdisciplinary Research and Graduate Education (CIRE). The center is a joint entity of
UT Knoxville and the Oak Ridge National Laboratory and reports administratively to the
Chancellor of UT Knoxville.

This proposal has gone through all campus and system-level reviews and is presented
with the full support of Chancellor Cheek and Interim President Simek. Upon approval by
the Board of Trustees, the ESE proposal will be submitted to THEC for approval in
November.

MOTION:

Move approval of the proposal to offer the degree of Doctor of Philosophy in Energy
Science and Engineering at The University of Tennessee, Knoxville.
                                                                                     ESE PROPOSAL




I.        Proposal for the Initiation of a Doctor of Philosophy of Energy Science and
                                      Engineering Program



                                              Submitted by

                                The University of Tennessee, Knoxville

              Center for Interdisciplinary Research and Graduate Education


                  A NEW PROGRAM LEADING TO THE DEGREE OF:


Doctor of Philosophy                                        Energy Science and Engineering

Title of degree as on diploma                               Title of major




                                                            ESE
CIP/THEC Code                                               Formal degree abbreviation



                                         Doctor of Philosophy
                                 Degree designation on student's transcript




                                                                                         August 2011
                                                                                  Proposed starting date




                                                    1
                                                                             ESE PROPOSAL


II. ABSTRACT

Institution: The University of Tennessee, Knoxville

Division/Department: Center for Interdisciplinary Research and Graduate Education

Program leading to the degree of Doctor of Philosophy in Energy Science and Engineering

Proposed startup date: August 2011

Number of anticipated students: 20 - 40 new doctoral students recruited and enrolled per year

Total credit hours required for degree: 72

New courses proposed:
ESE 502 Registration For Use of Facilities (1-15)
Required for the student not otherwise registered during any semester when student uses
university facilities and/or faculty time before degree is completed.
Grading Restriction: Satisfactory/No Credit grading only.
Repeatability: May be repeated.
Credit Restriction: May not be used toward degree requirements.
Registration Restriction: Minimum student level - graduate.

ESE 511 Introduction to Energy Science and Technology I (3) Topics include: Energy
basics, history of energy and society, current and future supply and demand, political and
environmental aspects of energy production, energy technologies (fossil fuels, biomass,
nuclear fission, nuclear fusion, solar, wind, geothermal), energy conversion, storage,
transportation, and distribution, energy efficiency, and innovation.

ESE 512 Introduction to Energy Science and Technology II (3) Topics include: Energy
basics, history of energy and society, current and future supply and demand, political and
environmental aspects of energy production, energy technologies (fossil fuels, biomass,
nuclear fission, nuclear fusion, solar, wind, geothermal), energy conversion, storage,
transportation, and distribution, energy efficiency, and innovation.

ESE 593 Independent Study (1-3)
Repeatability: May be repeated. Maximum 9 hours.
Credit Restriction: Only 6 hours may be applied toward degree requirements.

ESE 599 Seminar (1)
Grading Restriction: Satisfactory/No Credit grading only.
Repeatability: May be repeated. Maximum 15 hours.
Credit Restriction: Only 3 hours may be applied toward degree requirements.


                                             2
                                                                             ESE PROPOSAL



ESE 600 Doctoral Research and Dissertation (3-15)
Grading Restriction: PINP grading only.
Repeatability: May be repeated.

ESE 597 Special Topics (1-3)
Repeatability: May be repeated. Maximum 9 hours.

ESE 697 Special Topics (1-3)
Repeatability: May be repeated. Maximum 9 hours.

Rationale: A new interdisciplinary doctoral degree in Energy Science and Engineering (ESE)
is proposed, to educate students in energy-related fields that are increasing in importance to
the state and the country. Faculty formed from current researchers at the University of
Tennessee Knoxville and Oak Ridge National Laboratory provide research opportunities in
various fields relating to the scientific and engineering challenges in energy supply and
usage, including impacts on the environment and climate. A few new courses are proposed at
the 500 level and one at the 600 level, while existing 500 and 600 courses in various
departments are utilized to provide the course component of the PhD, different depending on
the specific area of specialization of the ESE student. This is a program that was initiated by
Governor Bredesen and funded by the State Legislature. This degree will be administered by
the newly created Center for Interdisciplinary Research and Graduate Education (CIRE),
which is has been established by University of Tennessee, Knoxville and Oak Ridge National
Laboratory.




                                             3
                                                                             ESE PROPOSAL




Ill. Center for Interdisciplinary Research and Graduate Education (eIRE)

In January 2010 the General Assembly of the State of Tennessee passed legislation
authorizing The University of Tennessee to establish an academic unit of The University of
Tennessee, Knoxville (UTK) for interdisciplinary research and graduate education in
collaboration with Oak Ridge National Laboratory (ORNL). This academic unit, known as
the Center for Interdisciplinary Research and Graduate Education (CIRE), will bring together
extensive and complementary resources at UTK and ORNL to increase science, technology,
engineering, and mathematics (STEM) academic and research activities of national
significance focused on energy-related science and engineering. CIRE will enhance
collaborations between UTK and ORNL, increase the number of STEM graduate students,
advance multi-disciplinary research in energy-related science and engineering, and accelerate
the translation of research results into beneficial technologies.

CIRE has developed and proposes to offer one of the first interdisciplinary PhD programs in
energy science and engineering. This new degree will provide breadth while preserving the
depth and rigor of a PhD program. Topical areas have been chosen to align with unique
ORNL capabilities and programs. The Energy Science and Engineering (ESE) PhD will be
complemented by a concentration in ESE for students who prefer pursuing doctoral studies
through existing programs. Both the ESE degree and concentration will include an emphasis
on entrepreneurship and innovation, including opportunities for interested students to
develop and implement business plans with the UTK business school.

CIRE is led by a Director appointed jointly by the UTK Chancellor and the ORNL
Laboratory Director. Lee Riedinger, Professor of Physics, was appointed to this position
effective September 1, 2010. A Board of Directors composed of senior officials at UTK and
ORNL oversees the operation of CIRE. An external advisory board will provide independent
advice and strengthen relationships with industry and other universities. CIRE faculty will
be drawn from UTK and ORNL, with common eligibility criteria and appointment processes.
CIRE faculty will mentor graduate students, develop and teach courses, develop and submit
research and other funding proposals, and serve on CIRE committees including Curriculum,
Graduate Coordinating, and Credentials committees.

CIRE graduate students will join interdisciplinary research teams at ORNL that will expose
them to large-scale, problem-oriented research and development, foster their ability to work
across disciplinary boundaries, encourage them to approach research problems from new
directions, and strengthen their ability to work in teams. Students will be encouraged to
develop their research in the context of potential solutions to important national problems,
and will be given the tools and support to follow an entrepreneurial path consistent with their
interests.



                                              4
                                                                              ESE PROPOSAL


CIRE is being initiated with startup funds from the State of Tennessee. Competitively
selected students will be supported jointly by UTK and ORNL, with UTK supporting
students primarily during coursework, and ORNL supporting students during research.
Additional research support and other funding will be actively sought from federal and
industry sponsors. Financial projections demonstrate sustainability for at least five years with
reasonable levels of additional external funding required thereafter.

The Case for CIRE
A new model for graduate education: CIRE will combine the educational resources of a
comprehensive research university and the research capabilities of a major national
laboratory to provide expanded opportunities for graduate students in energy-related sciences
and engineering, fostering multidisciplinary research, large-scale problem-oriented research
projects, and innovation and entrepreneurship.

Expanding the graduate campus: CIRE will expand the graduate research campus ofUTK to
include ORNL, greatly increasing research opportunities and capacity.

Leveraging research capabilities: CIRE will leverage ORNL staff, facilities, and research
programs to increase substantially the number of mentors and graduate students while
contributing to ORNL research programs.

A Vision for the Center
Multidisciplinary: CIRE will offer graduate students opportunities to engage in
multidisciplinary research in energy-related sciences and engineering, while preserving the
rigor and depth of a PhD program.

Entrepreneurial: CIRE will incorporate entrepreneurial experiences, including partnership
opportunities with the UTK business school in developing and implementing business plans
to accelerate the deployment of new technologies.

Transformational: CIRE will be transformational in engaging graduate students in
multidisciplinary projects, large-scale problem-oriented research programs, and science-to-
applications research opportunities, enabling scientific breakthroughs and innovative
solutions to energy-related challenges.

Mission
By combining the resources of a comprehensive research university and a major national
laboratory, CIRE will provide expanded opportunities for graduate students in energy-related
sciences and engineering, fostering scholarship and innovation, advancing multidisciplinary
research, and accelerating development and deployment of new technologies.




                                              5
                                                                              ESE PROPOSAL



IV. PhD program
A graduate program is proposed to be offered leading to the Doctor of Philosophy (PhD)
degree in Energy Science and Engineering (ESE). This interdisciplinary degree is a
collaborative effort supported by selected faculty in the College of Arts and Sciences, the
College of Agricultural Sciences and Natural Resources, and the College of Engineering, in
addition to research staff of Oak Ridge National Laboratory. These research and educational
leaders are appointed as faculty members of the Center for Interdisciplinary Research and
Graduate Education (CIRE). Members of the CIRE faculty determine the curriculum and
serve as the primary resource for the teaching, research, and mentoring of the students
admitted to the program. The CIRE Graduate Education Committee makes decisions on
admissions, transfer, evaluation, and continuation of graduate students in the program.

Admission Requirements:
In order to be admitted to the PhD program in Energy Science and Engineering, student
applicants must fulfill the general admission criteria for the Graduate School ofthe
University of Tennessee Knoxville. In addition, the student must have a Bachelor of Science
degree in either engineering or a scientific field (physics, chemistry, biology, mathematics,
computational science, etc.), or the equivalent. Students with other undergraduate degrees
may also be admitted on a case-by-case basis by the CIRE Graduate Coordinating
Committee. Dependent on the student's background, additional coursework may be required
to satisfy co- and prerequisites.

A minimum of72 hours is required beyond the bachelor's degree, exclusive of credit for an
MS thesis, and completion of the core requirements, as outlined in the section on Course
Requirements. Of this number, a minimum of24 and up to 36 hours of600 Doctoral
Research and Dissertation and six hours of 600-level coursework at UTK will be required.

No later than one year after entering the program, each student must take a qualifying
examination. A student must pass the qualifying examination to proceed in the PhD program.

No later than the end of the second year following entrance into the PhD program, each
student must take and pass a comprehensive examination that includes presentation and
approval of the proposed dissertation research. After passing the comprehensive exam, the
student should submit the Admission to Candidacy Application to the Graduate School.
Admission to candidacy indicates that the student has demonstrated the ability to do
acceptable work in the area of study and has made satisfactory progress toward the degree.
This action usually connotes that all prerequisites to admission have been completed and the
program of study/research has been approved (see details in a later section).

After completion of the dissertation, prior to graduation, each student must pass a dissertation
defense examination administered by the student's doctoral committee.



                                              6
                                                                                ESE PROPOSAL


Course Requirements
Of the 72 hours required for the program, 36 hours of coursework is required beyond the BS
degree. Ofthese, the following 30 hours of coursework or their equivalent must be
completed at a minimum, including the Core Curriculum, a Knowledge Breadth Curriculum,
a Knowledge Specialization Curriculum, and Seminar Series, as summarized below.

A. Core Curriculum (6 credits)
ESE 511 and ESE 512 Introduction to Energy Science and Technology (3,3 credits); (Lead
instructor plus guest lecturers): Topics include: energy basics; history of energy and society;
current and future supply and demand; political and environmental aspects of energy
production; energy technologies (fossil fuels, biomass, nuclear fission, nuclear fusion, solar,
wind, geothermal); energy conversion, storage, transportation, and distribution; energy
efficiency; and innovation.

B. Knowledge Breadth Curriculum (6 credits): select two courses from the threefollowing
   areas
   1. Political, social, legal, ethical and security issues related to energy (3-4 courses, each 3
      credits)
   2. Entrepreneurship, leadership, and management (3-4 courses, each 3 credits).
   3. Environmental and climate sciences related to energy (3-4 courses, each 3 credits)

C. Knowledge Specialization Curriculum (15 credits)
Choose five courses from participating departments as defined in the CIRE Graduate Student
Handbook and listed in section VI of this document.
   1. Nuclear energy
   2. Bioenergy and biofuels
   3. Renewable energy
   4. Energy conversion and storage
   5. Distributed energy and grid management
   6. Environmental and climate sciences related to energy

D. ESE 599 Seminar (3 credits; 1 +1 +1)
Topical seminars in the focus areas ofCIRE.

Faculty Committee
Advisor/Major Professor
Each graduate student must have an advisor/major professor. This professor advises the
student about course selection, supervises the student's research, and facilitates
communication within the degree program and/or student's major department, to other
departments, and with the Graduate School relative to requirements. A temporary advisor
may be assigned to direct the entering student's work during the period in which the student
is becoming acquainted with the institutions and determining the focus of research interests.
Once the major professor is determined, the major professor and the student together select a


                                               7
                                                                            ESE PROPOSAL


doctoral committee. The student is expected to maintain close consultation with the major
professor and other members of the graduate committee with regard to progress in the
program.

Doctoral Committee
The major professor directs the student's dissertation research and chairs the doctoral
committee. The student and major professor identify a doctoral committee composed of at
least four faculty members holding the rank of assistant professor or above, three of whom,
including the chair, must be approved by the Graduate Council to direct doctoral research. At
least one member must be outside the CIRE faculty. Committee members should be chosen
to insure multidisciplinary breadth. The Center Director has oversight responsibility to
insure the multidisciplinary nature of the committee. A doctoral student, in collaboration
with the major professor, should begin to form the doctoral committee during the fIrst year of
study. Once formed, the doctoral committee, by request of the major professor, will meet
annually, at the minimum, with the student to insure timely progress toward the degree.

Admission to Candidacy
Admission to candidacy indicates that the student has demonstrated ability to do acceptable
graduate work and that satisfactory progress has been made toward the degree. This action
usually connotes that all prerequisites to admission have been completed and a program of
study has been approved.

A student may be admitted to candidacy for the doctoral degree after passing the
comprehensive examination and maintaining at least a B average in all graduate coursework.
Each student is responsible for fIling the Admission to Candidacy form, which lists all
graduate courses to be used for the degree, including courses taken at the University of
Tennessee or at other institutions prior to admission to the doctoral program. The Admission
to Candidacy form is signed by the doctoral committee.

Graduate Student Examinations
This section provides a description of the graduate student examination requirements for the
PhD degree program. Three examinations are required as part of the doctoral program:
qualifying examination, comprehensive examination, and defense of dissertation
examination.

Qualifying Examination
The qualifying examination is developed, administered, and graded by the faculty (or
designated subset of the faculty) of the PhD program under the coordination of the eIRE
Director and tests the student's general knowledge related to the course requirements. In
case of failure, the candidate may appeal to retake the examination through the eIRE
Graduate Education Committee within 30 days of notifIcation of the result. Ifthe appeal is
granted, the student must retake the examination at the next offering. The result of the
second examination is final.


                                             8
                                                                            ESE PROPOSAL



Comprehensive Examination
Timing. The Comprehensive Examination must be taken no later than the end of the second
year following entrance into the PhD program and prior to admission to candidacy. The
timing is late enough in a student's academic program to permit most of hislher graduate
course work to be covered on the examination, and early enough to permit modification of
the student's program based on the results of the exam.

Prerequisites for the exam. Two requirements must be satisfied before a student takes the
Comprehensive Examination.
    1. A written Dissertation Proposal, approved by the major professor, must be submitted
       to each member of the student's Doctoral Committee two weeks prior to the
       examination.
    2. Each member of the student's Doctoral committee must agree that the student is ready
       to take the Comprehensive Exam. In order to satisfy each member of the committee
       that he/she is ready for the exam, the student may be required to perform
       satisfactorily on either written or oral tests as prescribed by the committee member.
       The committee member will communicate to the maj or professor when they are
       satisfied that the student is ready to take the Comprehensive Exam.

The Comprehensive Examination will consist of two parts:
   1. A one-day to two-day open book written examination will be given at an agreed upon
      date. This exam will be composed by the members of the Doctoral Committee at the
      request of the student's major professor, and the exam will be administered by the
      major professor.
   2. Approximately three to six weeks after the written examination, the student will be
      required to defend hislher dissertation research proposal to the committee. An oral
      examination will be given. In addition, the student may be further examined in an
      oral examination on subject matter similar to that covered on the written exam.

Once the Comprehensive Examination is passed, the student should file for and be admitted
to candidacy. At the discretion of the Doctoral Committee, supplemental reexaminations for
the Comprehensive Examination and/or proposed dissertation research may be required. In
case of failure, the candidate may not apply for reexamination until the following semester.
The result of the second examination is final.

Defense ofDissertation Examination
A doctoral candidate must pass an oral examination on the dissertation. The dissertation, in
the form approved by the major professor, must be distributed to the committee at least two
weeks before the examination. The examination must be scheduled through the Office of the
University Registrar at least one week prior to the examination and must be conducted in
university-approved facilities. The examination is announced publicly and is open to all
students and faculty members. The defense of dissertation will be administered by all


                                            9
                                                                                ESE PROPOSAL


members of the doctoral committee after completion of the dissertation and all course
requirements. This examination must be passed at least two weeks before the date of
submission and acceptance of the dissertation by Graduate Student Services. The major
professor must submit the results of the defense by the dissertation deadline.

V. Appointment of eIRE faculty
Eligibility
All ORNL research staff members and UTK Faculty who fulfill the following criteria are
eligible to apply for membership to the eIRE faculty.
    • Their appointment will substantially benefit eIRE and eIRE's mission.
    • They have a strong record of research and leadership accomplishments in eIRE's
        mission areas.
    • They are willing to commit the required resources (time, student support, expertise,
        etc.) to the ESE program or other eIRE projects.
High professional standards will be applied in appointing eIRE faculty. Membership of the
eIRE faculty is time limited but renewable. The initial appointment is made for three years
and renewal appointments are made for five years.

Responsibilities of CIRE faculty
    • They should be actively engaged in eIRE activities, which include mentoring,
        recruiting, teaching, course development, and committee service.
    • They should commit to supervising and supporting at least one graduate student at
        any given time, ensuring timely completion of the PhD.
    • They should provide descriptions of research opportunities, dissertation topics, and
        shorter research projects available in their groups on an annual basis. eIRE will
        provide a Doctoral Research Clearing House web site describing the research of all
        eIRE faculty as well as a current list of research groups with doctoral research
        opportunities.
eIRE faculty who are not fulfilling these requirements will in general not have their
appointment renewed, and can in severe cases be terminated as eIRE faculty prior to the end
of their term.

Academic titles of CIRE faculty
eIRE faculty with ORNL as their home institution will hold one of the following three UTK
titles of Joint Faculty: Joint Professor, Joint Associate Professor, or Joint Assistant Professor.
eIRE Faculty with UTK as their home institution will also hold an ORNL title (examples are
Research Associate, Senior Research Associate, etc.). The initial title is determined at the
time of the first appointment following the process for appointment of eIRE faculty
described below. eIRE faculty can request promotions at the time of renewal. Promotion of
eIRE faculty requires a vote by the eIRE faculty, recommendation of the eIRE Director, and
approval of the Provost. In cases where a faculty member has an appointment within eIRE
and within another degree program, the eIRE director will coordinate any change in title



                                               10
                                                                               ESE PROPOSAL


with the other degree program(s). The criteria for the use of the Joint Faculty titles within
eIRE are given below.

eIRE Joint Faculty Professors are expected to
    1.   hold the doctorate or other terminal degree of the discipline, or present equivalent
         training and experience appropriate to the particular appointment,
   2.    be accomplished teachers or mentors of graduate students,
   3.    have achieved and then maintain a nationally recognized record in disciplinary
         research, scholarship, and/or creative activity,
   4.    have achieved and then maintain a record of significant institutional, disciplinary,
         and/or professional service,
   5.    serve as mentors to junior colleagues,
   6.    have normally served as an associate professor for at least five years,
   7.    have shown beyond doubt that they work well with colleagues, staff, and students in
         performing their professional responsibilities.

eIRE Joint Faculty Associate Professors are expected to
    1. hold a doctorate or other terminal degree of the discipline, or to present equivalent
         training and experience as appropriate to the particular appointment,
   2.    be good teachers or mentors of graduate students.
   3.    have achieved and then maintain a recognized record in disciplinary research,
         scholarship, and/or creative activity,
   4.    have achieved and then maintain a record of institutional, disciplinary, and/or
         professional service,
   5.    have normally served as an assistant professor for at least five years,
   6.    have demonstrated that they work well with colleagues, staff, and students in
         performing their professional responsibilities.

eIRE Joint Assistant Professors are expected to
    1. hold a doctorate or other terminal degree of the discipline, or to present equivalent
         training and experience as appropriate to the particular appointment,
   2.    show promise as teachers or mentors of graduate students,
   3.    show promise of developing a program in disciplinary research, scholarship, and/or
         creative activity that is gaining external recognition,
   4.    have a developing record of institutional, disciplinary, and/or professional service,
   5.    show evidence that they work well with colleagues, staff, and students in performing
         their professional responsibilities.




                                               11
                                                                              ESE PROPOSAL


eIRE faculty appointment process
Requests for initial and renewal appointment as CIRE faculty are submitted to CIRE's
Director.
       ORNL applicants who do not currently have a base appointment within an existing
       UTK degree-granting unit should submit their application through the division
       director, who will then forward the application to the CIRE Director.
       Faculty applicants whose base faculty appointment is with an existing UTK degree
       granting unit should submit their application through the department head, who will
       then forward the application to the CIRE Director.
       All applications will be reviewed by the CIRE Faculty Credentials Committee. The
       Credentials Committee will provide a briefwritten recommendation concerning the
       decision of membership application and the proposed appointment level to the
       Director.
       If a positive recommendation is made by the Credentials Committee, the application
       is brought to the CIRE faculty for discussion and recommendation, which will require
       a simple majority of the votes with a quorum of at least half the faculty required. The
       recommendation of the Credentials Committee and of the current faculty are
       considered by the CIRE director in forming hislher recommendation, and all three, as
       well as the appointment level, are forwarded to the Provost for approval by the
       university.
       The appointment request is required to contain the following elements:
                A current curriculum vita describing all the professional accomplishments of
                the applicant.
                        Full education history
                        Full employment history
                        Refereed publications
                        Invited and contributed talks
                        External research funding record
                        Teaching experience
                        Student supervision experience
                        Awards and recognition
                A brief description (one page or less) of the reason( s) for the request and how
                the applicant fulfills the eligibility criteria.
                For the initial appointment a letter of nomination from a current CIRE faculty
                member or a unit leader at UTK or ORNL.
       The CIRE Director will be responsible for an annual evaluation of all CIRE faculty,
       shared with appropriate UTK department heads and ORNL division directors.
       Initially the CIRE Board of Directors (appointed by the Chancellor and the
       Laboratory Director) will serve as the interim Credentials Committee for the purpose
       of approving the initial CIRE faculty.




                                              12
                                                                             ESE PROPOSAL


Approval to Direct Doctoral Dissertations
      All CIRE faculty members, prior to serving as major professors of PhD students,
     must be approved by the UTK Graduate Council to direct doctoral dissertations.
      All CIRE faculty members, who do not already have this approval and have no prior
     experience in supervising doctoral thesis research, can initially request a one-time
     approval or approval to co-direct doctoral dissertations with an approved faculty
     member.

VI. Speciality areas and courses
Almost all courses needed for each of the six speciality areas of the ESE degree exist in
various departments. This section lists these courses by department. As discussed above,
these courses are needed for the minimum of 15 credit hours for the Know ledge
Specialization Curriculum.
A. Nuclear Energy
           Fundamentals (9 credits)
           Reactor Design and Modeling emphasis:
               NE 511, Transport Processes in Nuclear Engineering
               NE 571, Reactor Theory and Design
               NE 572, Nuclear Systems Design
               NE 583, Radiation Transport Methods
               NE 598, Nuclear Engineering practice
               ME 587, Dynamic Modeling and Simulation
               ECE 575, High Performance Computer Modeling and Visualization
           Fuel Cycle Emphasis:
               Chern 511, Analytical Separations
               Chern 512, Electroanalytic Chemistry
               ESE INE5xx, Reactor Fuel Modeling and Design
               ESE /Chem 5xx, Radiochemistry and Actinide Process Engineering
           Structural Materials Emphasis:
               ME 559, Advanced Mechanics of Materials I
               MSE 511, Fundamentals of Materials Science and Engineering I
               MSE 512, Fundamentals of Materials Science and Engineering II
               MSE 515, Physical Metallurgy - Diffusion and Phase Transformations
               MSE 516, Mechanical Metallurgy
               MSE 525, Welding Metallurgy
               MSE 532, Metallurgy of Deformation and Fracture
           Instrument and Controls Emphasis:
               NE 579, Advanced Monitoring and Diagnostic Techniques
               NE 521, Nuclear Systems Dynamics and Control
               ECE 505, Digital Signal Processing I
               ECE 506, Digital Signal Processing II
               ECE 551, Digital System Design I
               ECE 552, Digital System Design II
           Advanced (6 credits)
           Reactor Design and Modeling emphasis:
               NE 611, Selected Topics in Reactor Theory
               NE 640, Nuclear Cross Section Modeling
               NE 697 Special Topics in Nuclear Engineering




                                             13
                                                                            ESE PROPOSAL


          Fuel Cycle Emphasis:
              Chern 610, Selected Topics in Analytical Chemistry
              Chern 670, Selected Topics in Physical Chemistry
          Structural Materials Emphasis:
              ME 659, Advanced Mechanics of Materials II
              MSE 610, Structure and Dynamics of Materials
              MSE 611, Phase Transform and Simulations at Small Length Scales
              MSE 650, Mechanical Behavior of Solids at Elevated Temperatures
              MSE 674, Materials Physics
              MSE 675, Advanced Structural Analysis
          Instrument and Control Emphasis:
              NE 653, Theory of Information Processing
              ECE 631, Advanced Topics in Electronic Instrumentation I
              ECE 632, Advanced Topics in Electronic Instrumentation II
              NE 697 Special Topics in Nuclear Engineering
          Nuclear Physics:
              PHYS 621 Nuclear Physics I
              PHYS 622 Nuclear Physics
              PHYS 642 Advanced Topics in Modem Physics

B. Energy Conversion and Storage
           Fundamentals (9 credits)
              CBE 547, Transport Phenomena
              CBE 531, Thermodynamics
              MABE 521 Thermodynamics 1
              MABE 522 Thermodynamics 2
              MABE 559 Advanced Mechanics of Materials I
              MABE 587 Dynamic Modeling and Simulation
              CBE 532, Statistical Mechanics
              CBE 506, Engineering Analysis
              Math 511 Methods in applied mathematics I
              Math 512 Methods in applied mathematics II
              CBE/CHEM 5XX Applied Electrochemistry
              ECE 575 High Performance Computer Modeling and Visualization
              MABE 527&528 Thermal Systems Analysis 1& II
              CBE/CHEM 5XX Solid-state ion conductors
              MSE 540 Basic Polymer Chemistry
              CHEM 570 Quantum Chemistry and Spectroscopy
              CHEM 553 Spectropic Characterization of Organic Compounds
              MSE 543 Basic Polymer Physics
              PHYS 521 Quantum Mechanics I
              PHYS 522 Quantum Mechanics II
              PHYS 551 Statistical Mechanics
              PHYS 555 Solid State Physics
          Advanced (6 credits)
              CBE 633 Multi scale Materials Modeling
              CBE 631 Advanced Topics in Statistical Thermodynamics
              MSE 672 Introduction to Transmission EM and Electron Diffraction
              MSE 611 Fundamentals of Thermodynamics, Phase Transformation, and Material
              Simulation at Small Length Scales
              MSE 666 Nanoindentation and Small-scale Contact Mechanics
              MSE 673 Introduction to Scanned Probe Microscopies
              MABE 656 Advanced Mechanics of Materials II



                                            14
                                                                             ESE PROPOSAL


              ESE/CBE 6xx Energy conversion systems
              ESE/CBEIMSE/CHEM 6xx Advanced Materials for Energy conversion and Storage
              CBE 691 Advanced Topics in Chemical Engineering
              MSE 676 Advanced Topics in Materials Science and Engineering
              CHEM 690 Selected topics in Polymer Chemistry; Polymers for Renewable Energy
              CHEM 691 Selected Topics in Thermal Analysis of Polymeric
              PHYS 671 Advanced Solid State Physics I
              PHYS 672 Advanced Solid State Physics II

C. Bioenergy and Biofuels
          Fundamentals (9 credits)
          Biology emphasis:
             PISc 605 (1) Plant Genomics Journal Club: Bioenergy and Biofuels Literature
              PISc 465/5xx (2) Bioenergy Crop Ecology
             BCMB 522 (3) Advanced Plant Physiology I
              BCMB 523 (3) Advanced Plant Physiology II
              BCMB 512 (3) Advanced Molecular Biology
              PISc 561 (3) Statistics for Biological Research
              PISc 571 (3) Design and Analysis of Biological Research
              PISc 545 (3) Advanced Plant Biotechnology
              PISc 5xx (3) Biotechnology and Genomics ofBiofuels
              PISc 4751575 (3) Professional Issues in Bioenergy
              BCMB 401 - Biochemistry-Molecular Biology I
              BCMB 402 - Biochemistry-Molecular Biology II
              BCMB 515 - Experimental Techniques I
              CBE 576 - Applied Microbiology and Bioengineering
              ENSC 586 - Green Engineering
              BCMB 512 - Advanced Molecular Biology
              ENVE 576 - Applied Microbiology and Bioengineering
              MICR 410 - Microbial Physiology
              MICR 411 - Microbial Genetics
              MICR 601 - Journal Club in Microbial Physiology
              MICR 605 - Journal Club in Microbial Genetics
              MICR 609 - Journal Club in Microbial Genomics
              MICR 680 - Foundations in Microbiology
              ESS 516 - Soil Biology and Biochemistry
              ESS 554 - Environmental Soil Biology
              PLSC 532 - Environmental Plant Ecophysiology
              EPP 550 - Molecular Epidemiology
              EPP 612 - Soil Borne Plant Pathogens
              EPP 613 - Fungal Epidemiology and Disease Control
              EPP 615 - Physiology of Plant Disease
          Chemistry and Materials emphasis:
              CHEM 510 - Analytical Spectrometry
              CHEM 511, Analytical Separations
              CHEM 512, Electroanalytic Chemistry
              ENSC 586 - Green Engineering
              ME 559 - Advanced Mechanics of Materials I
              MSE 511, Fundamentals of Materials Science and Engineering I
              MSE 512, Fundamentals of Materials Science and Engineering II
              CHEM 550 - Structure and Reactivity in Organic Chemistry
              CHEM 551 - Organic Reactions
              CHEM 552 -Applications of Organic Reactions
              CHEM 590 - Polymer Chemistry


                                             15
                                                                         ESE PROPOSAL


              CHEM 594 - Organic Chemistry of Polymers
              MSE 540 - Basic Polymer Chemistry
              MSE 543 - Basic Polymer Physics
              MSE 472 - Fundamental Principles of Composite Materials
              MABE 526 - Mechanics of Composite Materials
              Forestry FORS 521 - Composite Materials from Renewable Resources
              STAT 572 - Applied Regression Analysis
              MSE 552 - Laboratory Methods in Polymer Engineering
              MSE 572 - X-Ray Diffraction
              ENSC 551 - Finite Element Analysis
              ENSC 539 - Continuum Mechanics
           Advanced (6 credits)
              PISc 65x Advanced Plant Breeding and Genetics
              PISc 6xx Advanced Bioenergy Journal Club
              FWF 6xx Life Cycle Analysis for Bioenergy
              FWF 6xx Cellulose
              Chern 610, Selected Topics in Analytical Chemistry
              Chern 670, Selected Topics in Physical Chemistry
              ME 659, Advanced Mechanics of Materials II
              MSE 610, Structure and Dynamics of Materials
              MSE 674, Materials Physics
              MSE 675, Advanced Structural Analysis
              CBEIMSE/CHEM 6xx Advanced Materials for Energy conversion and Storage
              CBE 631 Advanced Topics in Statistical Thermodynamics
              CBE 6xx Energy Conversion Systems
              EPP 643 - DNA Analysis

D. Renewable Energy - Solar, Wind, Hydro, Geothermal
          Fundamentals (9 credits)
              CE/GeoI485, Principles of Hydrogeology (?)
              GEOL 501, Fractal Models in Earth Sciences
              AE 513, Experimental Methods in Fluid Mechanics
              CBE 547, Transport Phenomena
              CBE 531, Thermodynamics
              MABE 521 Thermodynamics 1
              MABE 522 Thennodynamics 2
              MABE 559 Advanced Mechanics of Materials I
              MABE 584 - Turbomachinery Systems I
              MABE 587 Dynamic Modeling and Simulation
              ENVE 535 Applied Ground Water Hydrology
              CBE 532, Statistical Mechanics
              CBE 506, Engineering Analysis
              Math 511 Methods in applied mathematics I
              Math 512 Methods in applied mathematics II
              CHEM 512 Electroanalytical Chemistry
              CBE/CHEM 5XX Applied Electrochemistry
              ECE 525 Alternative Energy Sources
              ECE 575 High Performance Computer Modeling and Visualization
              MABE 541 & 542 Fluid Mechanics I & II
              CHEM 570 Quantum Chemistry and Spectroscopy
              CHEM 572 Thermodynamics and Statistical Mechanics
              CHEM 573 Chemical Kinetics and Transport
              PHYS 531 Classical Mechanics


                                           16
                                                                          ESE PROPOSAL


             PHYS 551 Statistical Mechanics
          Advanced (6 credits)
             CBE 633 Multi scale Materials Modeling
             CBE 631 Advanced Topics in Statistical Thennodynamics
             CBE 652 Sustainable Energy Production
             MSE 672 Introduction to Transmission EM and Electron Diffraction
             MSE 611 Fundamentals of Thennodynamics, Phase Transformation, and Material
             Simulation at Small Length Scales
             AE 681 Advanced Viscous Flow Theory
             MSE 644 Opto-electronic Processes in Polymeric Materials
             MABE 656 Advanced Mechanics of Materials II
             ESEI CBE 6xx Energy Conversion Systems
             ESE/CBEIMSE/CHEM 6xx Advanced Materials for Renewable Energy
             CBE 691 Advanced Topics in Chemical Engineering
             MSE 676 Advanced Topics in Materials Science and Engineering
             CHEM 610 Selected Topics in Analytical Chemistry - Electrochemistry
             CHEM 690 Selected Topics in Polymer Chemistry - Polymers for Renewable Energy
             PHYS 671 Advanced Solid State Physics I
             PHYS 621 Advanced Solid State Physics II

E. Environmental and Climate Sciences related to Energy
          Fundamentals (9 credits)
          Earth System Modeling Emphasis
              EV 562 Three Dimensional Climate Modeling
              EV 577 Air Pollution Climatology
              MATH578 Numerical Methods for Partial Differential Equations
          Carbon Cycle and Sustainable Energy Environments Emphasis
              ESE 5xx Land-Atmosphere-Ocean-Ice biogeochemical processes
              ESE 5xx Carbon management science, policy, and economics
          Data Integration and Climate Informatics Emphasis
               EV 561 Climate and Environmental Infonnatics
               Geog 517 Geographic Infonnation Management and Processing
               Geol 525 Data Analysis
               ESE 5xx Data management, uncertainty, dissemination, and integration
          Climate Impacts and Consequences Emphasis
               Geog 512 Environmental Modeling and Geospatial Analysis
               EV 521Climate Impacts on Water Resources
               EV 574 Air Pollution Engineering and Control
          Advanced (6 credits)
          Earth System Modeling Emphasis
               EV 691 Special Topic on Environmental Engineering: Global Hydrology
               EV 691 Special Topic on Environmental Engineering: Land Ecosystem Modeling
          Carbon Cycle and Sustainable Energy Environments Emphasis
               EV 691 Special Topic on Environmental Engineering: Environmental
               management for carbon sequestration
               EV 691 Special Topic on Environmental Engineering: Environment, Energy and
               Sustainability
               Geol 660 Advanced Environmental Geochemistry
               Micro 670 Global Medicine and Emerging Infectious Disease
               Micro 670 Microbial Ecology
               Micro 670 Advanced Topics in Environmental Microbiology




                                            17
                                                                            ESE PROPOSAL


          Data Integration and Climate Informatics Emphasis
               EV 691 Special Topic on Environmental Engineering: Model Uncertainty and
               Climate Extremes
               CS 691 Visualization and Analysis of Large Datasets
          Climate Impacts and Consequences Emphasis
               EV 672 Air Pollution Dispersion Modeling
               EV 691 Special Topic on Environmental Engineering: Regional Air Quality Impacts
               of Climate Change
               EV/CE 691 Special Topic on Environmental Engineering: Transportation and
               Climate Change
               EV 691 Special Topic on Environmental Engineering: Ecological Consequences of
               Climate Change
               EV 691 Special Topic on Environmental Engineering: Energy and Climate Policy

F. Distributed Energy/Grid Management
            Fundamentals (9 credits)
                ECE 507 Application of Linear Algebra in Engineering Systems
                ECE 511 Linear Systems Theory
                ECE 512 Multivariable Linear Control System Design
                ECE 521 Power Systems Analysis I
                ECE 522 Power Systems Analysis II
                ECE 523 Power Electronics and Drives
                ECE 525 Alternative Energy Sources
                ECE 553 Computer Networks
                ECE 571 Pattern Recognition
                ECE 575 High Performance Computer Modeling and Visualization
                CS 541 Database Management Systems
                CS 581 Algorithms
                PHYS 573 Numerical Methods in Physics
            Advanced (6 credits)
                ECE 613 Nonlinear Systems Theory
                ECE 615 Control of Electric Machines
                ECE 617 Special Topics in Systems Theory I
                ECE 621 Computational Methods for Power System Analysis
                ECE 622 Power System Economics
                ECE 623 Advanced Power Electronics and Drives
                ECE 625 Utility Applications of Power Electronics
                CS 670 Advanced Topics in Scientific Computing




                                             18
                               BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                       ACTION ITEM


DATE:                            October 21,2010

COMMITTEE:                       Academic Affairs and Student Success

CAMPUS/INSTITUTE:                All

ITEM:                            Additional Signatures on University of Tennessee
                                 Diplomas

RECOMMENDATION:                  Approval

PRESENTED BY:                    Katherine N. High, Interim Vice President for Academic
                                 Affairs and Student Success


Upon the unanimous recommendation of the Chancellors and the approval of the
President and the Secretary, the Board of Trustees is requested to approve adding two
additional signatures to the diplomas students receive upon graduation. Addition of the
Chancellor and Dean signatures provides recognition of the important contributions of the
campus or institute in providing the academic training of the graduate. The request is
supported by practices at other universities as summarized in the attached materials.


MOTION:

Move approval of the modified diploma as presented in the meeting materials.
                                       Review of Diploma Signatories
                                           At Other Universities
University of Tennessee
    • Secretary of University
    •   President of Tennessee System

University of Florida
   • Governor
   • UF President
   • Chair of BOT
   • Dean of College
University of Georgia
    •   Registrar
    •   President of UGA
    •   Dean of School
    •   Chancellor of Georgia System

UNC Chapel Hill
    •   Chair of BOG
    •   President of UNC
    •   Chair of BOT
    •   Chancellor
    •   Dean of College

NC State
    •   Chair of BOG
   • President of NC system
    •   Chair of BOT
    •   Chancellor
    •   Dean of College

U of California, Berkeley
    •   Governor
    •   President of University
    •   Chancellor
    •   Dean of School
    •   Last signatory differs by college; can be the Provost, Dean or Director



University of Alabama
    •   President
    •   Dean
Washington University
    •   Chancellor
    •   Dean
    •   Chairman of Board
    •   Secretary of Board

Duke University
    •   President
    •   Chairman of Board
    •   Dean
    •   Secretary

Vanderbilt University
    •   Chancellor
    •   Chairman of Board
    •   Dean

Louisiana State University
    •   Chancellor
    •   Chairman of Board
                                      .~~ 1
                                      .~:         4J~ ~
            .                             ~      ~ ~ '1
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                                      ~1~ ~
                                      1~· ~
                                            lhe Trustees
                                                 of
            The University of Tennessee
                on the recommendation of the Faculty and by and through the
                         President and Chancellor have conferred on

                                           Courtney Lee Sample
                                                 the degree of
                                            Master of Science
                                                      Honors
                                            Chancellor Honors Program

                 with all Rights, Privileges and Honors thereunto appertaining.
                In witness whereof this diploma is granted with the Seal of the
                            University and the signatures of the President,
                          Chancellor, Dean, and Secretary hereunto affixed.
                    Given at - - -    in the State of Tennessee this _____ day of ____ ,
                  two thousand and ___ , the two hundred and ______ year of the University.




Secretary of The University of Tennessee                                President of The University of Tennessee



Dean, College of _______ _                                              Chancellor, (Campus / Institute)
                               BOARD OF TRUSTEES
                          THE UNIVERSITY OF TENNESSEE

                                     ACTION ITEM


DATE:                     October 21,2010

COMMITTEE:                Academic Affairs and Student Success

CAMPUS;                   UT Health Science Center

ITEM:                     Centennial Diploma for UTHSC

RECOMMENDATION:          Approval

PRESENTED BY:             Katherine N. High, Interim Vice President for Academic Affairs
                          and Student Success


The University of Tennessee Health Science Center is celebrating its centennial in 2011
and wishes to award degrees with a diploma signifying this special event. The diploma
design features a banner across the top announcing the Centennial of the Health Science
Center. This proposal has been approved by the campus and the Secretary.


MOTION:

Move approval for UTHSC to commission a special Centennial diploma for May 2011
commencement.
                       <          I 1911 - Centennial of the Health Science Center - 2011



                                            The Trustees
                                                 of
            The University of Tennessee
                on the recommendation of the Faculty and by and through the
                         President and Chancellor have conferred on

                                           Courtney Lee Sample
                                                    the degree of
                                            Master of Science
                                                      Honors
                                            Chancellor Honors Program

                 with all Rights, Privileges and Honors thereunto appertaining.
                In witness whereof this diploma is granted with the Seal of the
                            University and the signatures of the President,
                           Chancellor, Dean, and Secretary hereunto affixed.
                    Given at ________ in the State of Tennessee this ______ day of ____ ,
                  two thousand and          , the two hundred and                 year of the University.



Secretary of The University of Tennessee                                            President of The University of Tennessee



Dean, College of ________                                                           Chancellor, (Campus I Institute)
                                BOARD OF TRUSTEES
                           THE UNIVERSITY OF TENNESSEE

                                   INFORMATION ITEM


DATE:                      October 21,2010

COMMITTEE:                 Academic Affairs and Student Success

CAMPUS/I NSTITUTE:         All

ITEM:                      Report on Academic Program Approvals and Terminations

PRESENTED BY:              Katherine N. High, Interim Vice President for Academic Affairs
                           and Student Success


Each June since 1982, the Office of Academic Affairs has provided to the Board of Trustees
for information a list of all academic programs that have been approved or terminated.

All new academic programs are approved by the Board of Trustees as they are developed
and the Board is given information on the purpose of the program, justification of the need
of the program, expected number of graduates, and fiscal implications, if any.

Until recently, academic terminations were decided at the campus level as most
terminations occurred because accreditation issues required it, student demand for the
program decreased, or the discipline changed.

Two years ago, as the University began to plan for severe budget reductions, program
terminations, consolidations and reorganizations were brought before the Board of
Trustees. For the Academic Year 09-10, the terminations at UTe were approved by the
Board in June 2010. The comprehensive listing of academic programs was approved by
the Board at the June 2010 meeting as well.

This summary report was inadvertently omitted from the materials presented to the Board of
Trustees at the June 2010 meeting and is presented at this time for the Board's information.
                     The University of Tennessee System
                Academic Program Terminations & Inactivations
                            June 1980 -June 2010

                                        UT at Chattanooga
Program                                                     Action         Date
BS with a Major in Office Administration                    Terminate      10/83
Certificate in Office Administration                        Terminate      10/83
BS with a major in Health & Physical Education              Terminate      2/84
                                                   ,
BA with a major in Social Work                              Terminate      6/85
BS with a major in Early Childhood & Elementary Education   Terminate      6/91
BA with a major in American Studies                         Terminate      6/96
MPT in Physical Therapy                                     Terminate      6/02
BOT in Occupational Therapy                                 Terminate      6/03
BS with a major in Medical Technology                       Terminate      6/08
BS with a major in Human Ecology                            Terminate      6/08
BS with a major in Foreign Language Education K-12          Terminate      6/10
BS with a major in Theatre Education                        Terminate      6/10
BS with a major in Secondary Mathematics                    Terminate      6/10
BS with a major in Secondary Natural Sciences               Terminate      6/10
BS/BM with a major in Music Education                       Terminate      6/10

Total Terminations/Inactivations: 15



                                           UT Knoxville
Program                                                        Action         Date
2 year Certificate in Office Administration                    Terminate     1/81
MS with a major in Radiation Biology                           Terminate     6/81
PhD with a major in Radiation Biology                          Terminate     6/81
MS with a major in Economics                                   Terminate     6/82
MACT with a major in Economics                                 Terminate     6/82
MACT with a major in History                                   Terminate     6/82
BSHE with a major in Interior Design & Housing                 Terminate     2/83
MACT with a major in Chemistry                                 Terminate     2/83
MACT with a major in Biology                                   Terminate     2/83
BSBA with a major in Office Administration                     Terminate     2/83
BSBA with a major in Business Education                        Terminate     2/83
MS with a major in Distributive Education                      Terminate     6/83
MA with a major in Art                                         Terminate     6/83
MACT with a major in Physics                                   Terminate     6/83


p. 1 Terminations/Approvals List updated 9/28/2010
 MACT with a major in Sociology                                  Terminate    6/83
 BSBA with a major in Banking                                    Terminate    6/83
 BSBA with a major in Insurance                                  Terminate    6/83
 BSBA with a major in Real Estate & Urban Development            Terminate    6/83
 BAHE with a major in Interior Design and Housing                Terminate    2/83
 MS with a major in Engineering Administration                  Terminate     10/83
 MACT with a major in English                                   Terminate     6/84
 MACT with a major in Business Education                        Terminate     6/84
 PhD with a major in Health Education                           Terminate     6/84
 MACT with a major in German                                    Terminate     10/84
Certificate in Asian Studies                                    Terminate     10/84
 DBA in Business Administration                                 Terminate     6/85
MA with a major in Mathematics                                  Terminate    9/85
BSHE Coordinated UG program in Dietetics                        Terminate    10/86
PhD with a major in Spanish                                     Terminate    10/86
PhD with a major in German languages and literature             Terminate    10/86
ME with a major in Mechanical Engineering                       Terminate    1/87
ME with a major in Aerospace Engineering                        Terminate    1/87
ME with a major in Industrial Engineering                       Terminate    1/87
BSEd with a major in Elementary Physical Education (K-8)        Terminate    1/87
BSEd with a major in Secondary Physical Education (7-12)        Terminate    1/87
MA with a major in Speech & Theatre                             Terminate    6/87
ME with a major in Nuclear Engineering                          Terminate    6/87
BSAg with a major in Agricultural Mechanization                 Terminate    9/88
MS with a major in Adult Education                              Terminate    6/89
MS with a major in Business Education                           Terminate    6/89
MS with a major in Industrial Education                         Terminate    6/89
BSED with a major in Dance                                      Terminate    6/89
ME with a major in Civil Engineering                            Terminate    9/89
ME with a major in Electrical Engineering                       Terminate    9/89
MS with a major in Food Science                                 Terminate    10/90
BSEd with a major in Elementary Education                       Terminate    6/91
MS with a major in Music Education                              Terminate    6/92
MA with a major in Music                                        Terminate    6/93
MS with a major in Art Education                                Terminate    6/93
MS with a major in Food Service & Food lodging Administration   Terminate    6/96
EdD with a major in Health Education                            Terminate    6/96
MS with a major in Human Ecology                                Terminate    6/96
EdD with a major in Human Resource Development                  Terminate    6/96
MS with a major in Interior Design                              Terminate    6/96
EdS with a major in Safety Education and Service                Terminate    6/96
EdS with a major in Vocational Education and Service            Terminate    6/96


p. 2 Terminations/Approvals List updated 9/28/2010
MS with a major in Interior Design                                  Terminate      6/97
MS with a major in Human Ecology                                    Terminate      6/97
MS with a major in Food Service & Lodging Administration            Terminate      6/97
EdD with a major in Health Education                                Terminate      6/97
EdD with a major in Human Resource Development                      Terminate      6/97
BS with a major in Biochemistry                                     Terminate      6/98
MS with a major in Zoology                                          Terminate      6/98
MS with a major in Rehabilitation Counseling                        Terminate      6/98
PhD with a major in Agriculture Economics                           Terminate      6/01
BSEd with a major in Business/Marketing Education                   Terminate      6/01
PhD with a major in Biomedical Sciences                             Terminate      3/03
BSHE with a major in Business/Marketing Education                   Terminate      3/03
BSHE with a major in Child Development                              Terminate      6/03
BSEd with a major in Human Services                                 Terminate      6/03
MS with a major in Botany                                           Terminate      6/05
PhD with a major in Botany                                          Terminate      6/05
BSHE with a major in Community Health Education                     Terminate      6/05
MS with a major in Health Promotion & Health Education              Terminate      6/05
BSBA with a major in Business Studies                               Terminate      6/06
PhD with a major in Industrial Organizational Psychology            Terminate      6/08
BA with a major in Audiology                                        Terminate      10/08
BA with a major in Speech Pathology                                 Terminate      10/08
MA with a major in Speech Pathology                                 Terminate      10/08
MSP with a major in Planning                                        Terminate      6/09
MS with a major in Safety Education, Instructional Technology,      Terminate      6/09
Health & Cultural Studies

Total Terminations/Inactivations: 81



                                           UT at Martin
Program                                                          Action         Date
BSN with a major in Nursing                                      Terminate      6/80
BSBA with a major in Business - Foreign Studies                  Terminate      10/83
Master of Accountancy with a major in Accounting                 Inactivate     2/84
BSCJ with a major in Criminal Justice (external)                 Terminate      6/84
BSBA with a major in Health Service management                   Inactivate     10/84
BSBA with a major in Business Education                          Terminate      1/85
MBA with a major in Business Administration                      Inactivate     6/85
BSAg with a major in Agriculture Education                       Terminate      6/85
BSHE with a major in Home Economics Education                    Terminate      6/87
BSBA with a major in Health Services Management                  Terminate      6/89


p. 3 Terminations/Approvals List updated 9/28/2010
BSED with a major in Early Childhood Education                 Terminate    6/91
AAN with a major in Nursing                                    Terminate    2/90
MSEd with a major in Educational Psychology & Guidance         Inactivate   6/92
MSEd with a major in Educational Administration &              Inactivate   6/92
Supervision
BSEd with a major in Secondary Physics                         Terminate    6/94
BA with a major in Biology                                     Terminate    6/95
BSEd with a major in Art Education                             Terminate    6/96
BS in Public Administration with a major in Public             Terminate    6/97
Administration
BSEd with a major in Secondary German                          Terminate    6/98
BS with a major in Music                                       Terminate    6/01
BA with a major in Economics                                   Terminate    3/03
BS with a major in Economics                                   Terminate    3/03
Master of Accountancy (MAc)                                    Terminate    6/06
BS with a major in Health Sciences                             Terminate    6/09

Total Terminations/Inactivations: 24



                                    UT Health Science Center
Program                                                        Action       Date
1 year Certificate for Nurse Practitioners                     Terminate    10/80
BS with a major in Radiation Technology                        Terminate    1/81
Certificate in Microbiology                                    Terminate    6/82
BS with a major in Pharmacy                                    Terminate    10/83
Certificate in Clinical Immunohematology                       Terminate    6/89
MS with a major in Drug & Material Toxicology                  Terminate    6/89
PhD with a major in Drug & Material Toxicology                 Terminate    6/89
PhD with a major in Health Science Administration              Inactivate   2/94
BA with a major in Biology                                     Terminate    6/95
MS with a major in Medicinal Chemistry                         Terminate    6/96
MS with a major in Pharmaceutics                               Terminate    6/96
BS in Nursing with a major in Nursing                          Inactivate   6/97
BS in Public Administration with a major in Public             Terminate    6/97
Administration
BSPT with a major in Physical Therapy                          Terminate    6/98
MPT with a major in Physical Therapy                           Terminate    6/01
BOT with a major in Occupational Therapy                       Terminate    10/03
BS with a major in Health Informatics                          Terminate    6/09

Total Terminations/Inactivations: 17


p. 4 Terminations/Approvals List updated 9/28/2010
                      The University of Tennessee System
                 Academic Program Approvals and Reactivations
                            June 1980 -June 2010


                                        UT at Chattanooga
Program                                                     Action       Date
MS with a major in Computer Science                         Approval     2/81
BSW with a major in Social Work                             Approval     9/81
MA with a major in English                                  Approval     5/83
MPA with a major in Public Administration                   Approval     7/85
MS with a major in Engineering Management                   Approval     8/89
BS with a major in Physical Therapy                         Approval     10/89
MSN with a major in Nursing                                 Approval     8/90
MAcc with a major in Accounting                             Approval     8/92
BS with a major in Legal Assistant Studies                  Approval     9/94
MS with a major in Environmental Science                    Approval     7/96
BSOT with a major in Occupational Therapy                   Approval     11/96
MS with a major in Athletic Training                        Approval     7/97
EdS with a major in Advanced Educational Practice,          Approval     7/98
Concentration in Educ Tech
OPT Physical Therapy                                        Approval     10/02
PhD with a major in Computational Engineering               Approval     10/03
EdD with a major in Learning & Leadership                   Approval     6/04
                                                                     ,
MS Electrical Engineering with a major in Electrical        Approval     3/06
Engineering
MS Mechanical Engineering with a major in Mechanical        Approval     3/06
Engineering
MS with a major in Athletic Training                        Approval     10/08
MS with a major in Mathematics                              Approval     2/09
BSCE with a major in Civil Engineering                      Approval     6/09
BSChE with a major in Chemical Engineering                  Approval     6/09
ONP with a major in Nursing Practice                        Approval     6/10

Total Approvals/Reactivations: 23

                                           UT Knoxville
Program                                                     Action       Date
BSID with a major in Interior Design                        Approval     7/80
BS with a major in Hotel & Restaurant Administration        Approval     7/80
PhD with a major in Food Technology & Science               Approval     5/81
MS with a major in Life Sciences                            Approval     9/81

p. 5 Terminations/Approvals List updated 9/28/2010
PhD with a major in Life Sciences                          Approval       9/81
BS with a major in Biochemistry                            Approval       3/84
BFA with a major in Graphic Design/Illustration            Approval       9/84
PhD with a major in Computer Science                       Approval       1/86
PhD with a major in Modern Foreign Languages               Approval       7/86
BA with a major in Speech                                  Approval       4/87
BA with a major in Theatre                                 Approval       4/87
PhD with a major in Nursing (joint with Memphis)           Approval       7/88
MArch with a major in Architecture                         Approval       8/92
BSCPE Computer Engineering                                 Approval       10/99
PhD with a major in Natural Resources                      Approval       4/01
AuD with a major in Audiology                              Approval       6/01
PhD with a major in Industrial Engineering                 Approval       3/04
MS with a major in Computer Engineering                    Approval       6/04
PhD with a major in Computer Engineering                   Approval       6/04
MS with a major in Reliability & Maintenance Engineering   Approval       6/06
MALA with a major in Landscape Architecture                Approval       6/08
MLA with a major in Landscape Architecture                 Approval       6/08
MSLA with a major in Landscape Architecture                Approval       6/08
BSAg with a major in Natural Resources & Environmental     Approval       10/08
Economics
DNP with a major in Nursing Practice                       Approval       6/10

Total Approvals/Reactivations: 25

                                           UT at Martin
Program                                                    Action         Date
BSSW with a major in Social Work                           Approval       2/81
BSN with a major in Nursing                                Approval       7/99
Master of Accountancy with a major in Accounting           Reactivation   2/88
Master of Business Administration                          Reactivation   2/88
BSEd with a major in Art Education                         Approval       5/89
BFA with a major in Fine and Performing Arts               Approval       8/89
BA with a major in International Studies                   Approval       8/92
BA with a major in Philosophy                              Approval       11/92
MSEd with a major in Counseling (formerly titled           Reactivate     6/94
Educational Psychology & Guidance)
BSE with a major in Enginerring                            Approval       7/96
MSAOM with a major in Ag Operations Management             Approval       10/00

Total Approvals/Reactivations: 11



p. 6 Terminations/Approvals List updated 9/28/2010
                                     UT Health Science Center
Program                                                         Action       Date
PhD with a major in Health Sciences Administration              Approval     11/87
PhD with a major in Nursing (joint with Knoxville)              Approval     7/88
MSPT with a major in Physical Therapy                           Approval     2/90
Dual Pharm D and PhD                                            Approval     6/91
PhD with a major in Health Science Administration               Reactivate   2/95
MS with a major in Biomedical Engineering (joint with           Approval     7/96
University of Memphis)
PhD with a major in Biomedical Engineering (joint with          Approval     7/96
University of Memphis)
MS with a major in Epidemiology                                 Approval     7/97
DNSc with a major in Nursing                                    Approval     7/98
MSCLS with a major in Clinical Laboratory Sciences              Approval     7/98
ScDPT with a major in Physical Therapy                          Approval     10/02
DPT with a major in Physical Therapy                            Approval     3/03
MOT with a major in Occupational Therapy                        Approval     10/03
BSN with a major in Nursing                                     Reactivate   10/03
MSHIIM with a major in Health Informatics & Information         Approval     10/05
Management
MSCP with a major in Cytopathology Practice                     Approval     10/05
MS with a major in Speech-Language Pathology                    Approval     10/08
AuD with a major in Audiology                                   Approval     10/08
PhD with a major in Speech and Hearing Science                  Approval     10/08

Total Approvals/Reactivations: 19




p. 7 Terminations/Approvals List updated 9/28/2010
                             ACADEMIC PROGRAM SUMMARY

Campus       # of Programs Terminated/Inactivated    # of Programs Approved/Reactivated
UTe                             15                                  23
UTK                             81                                  25
UTM                             24                                  11
UTHse                           17                                  19
Total                           137                                 78




p. 8 Terminations/Approvals List updated 9/28/2010
                                BOARD OF TRUSTEES
                           THE UNIVERSITY OF TENNESSEE

                                   INFORMATION ITEM


DATE:                      October 21,2010

COMMITTEE:                 Academic Affairs and Student Success

ITEM:                      Status Report on Universal Transfer Paths in Compliance
                           with the Complete College Tennessee Act of 2010

PRESENTED BY:              Katherine N. High, Interim Vice President for Academic Affairs
                           and Student Success


To accomplish the legislative mandate requiring development of university track programs
that are universally transferable from any public community college to any public university
in Tennessee, TBR and the UT System identified thirty-eight academic programs in which
transfer students were most likely to enroll.

Following is a status report on the development of the universal paths.
                                     STATUS REPORT
                        UNIVERSAL TRANSFER PATHS AS MANDATED BY
                       THE COMPLETE COLLEGE TENNESSEE ACT OF 2010

To accomplish the legislative mandate requiring development of university track
programs that are universally transferable from any public community college to any
public university in Tennessee, TBR and the UT System, using data from THEC,
identified thirty-eight academic programs in which transfer students were most likely to
enroll.

The two systems established a formal Articulation Council and began work this summer
on developing common curricula in these thirty-eight identified areas. Task forces,
consisting of TBR community college and university faculty, have met throughout the
summer and will continue to meet throughout the spring of 2011 to develop common
curricula for each discipline. Coordination is handled jointly by TBR and UT.

Following is the list of disciplines for which consensus curricula have been established:

   1. Biology                                   Completed   in   2010
   2. Business Administration                   Completed   in   2009 under PC 863
   3. Chemistry                                 Completed   in   2010
   4. Electrical Engineering                    Completed   in   2010
   5. English                                   Completed   in   2010
   6. History                                   Completed   in   2010
   7. Mechanical Engineering                    Completed   in   2010
   8. Pre-nursing                               Completed   in   2010
   9. Psychology                                Completed   in   2009 under PC 863
   10. Sociology                                Completed   in   2010
   11. Social Work                              Completed   in   2010


Curricula for the remaining disciplines will be established throughout the 2010-2011
academic year:

   12. Accounting
   13.Agriculture
   14.Art
   15. Business Education
   16. Civil Engineering
   17. Computer Science
   18. Criminal Justice
   19. Economics
   20. Entrepreneurship
   21. Foreign Language
   22. General Studies
   23. Geography
   24. Health and Physical Education
   25. Homeland Security
   26. Industrial Management
   27. Information Systems
   28. Mass Communications
   29. Mathematics
   30. Music
   31. Physics
   32. Political Science
   33. Pre-dental
   34. Pre-medical
   35. Pre-optometry
   36. Pre-pharmacy
   37. Pre-veterinary medicine
   38. Speech and Theatre


Following approval by the appropriate academic subcouncils and faculty senates, the
new curricula will be in place and effective by fall 2011.

Dissemination of the Consensus Curricula

   1. Transfer websites will be displayed on each institution's homepage.
   2. Registrars from all institutions will ensure transcripts signify the consensus
      curricula (or sub-sets of the curricula) have been completed to facilitate the
      transfer process.
   3. Advisors and admissions personnel will be trained to become familiar with the
      consensus curricula.
   4. Transfer information will be updated annually, in conjunction with the process of
      updating course catalogs.
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                      Biology             A.S. Degree

General Education Requirements

Communication                                                      9 Hours
Humanities and/or Fine Arts                                        9 Hours
Social/Behavioral Sciences                                         6 Hours
History                                                            6 Hours
Natural Sciences                                                   8 Hours
        BIO 1110 & 1120 General Biology I & II
Mathematics                                                        4 Hours
        MATH 1910 Calculus I

                        General Education Total                    42 Hours



Area of Emphasis Requirements

MATH 1920 Calculus 11* or MATH 1530 Probability/Statistics         3-4 Hours
CHEM 1110, 1120 General Chemistry I & II                           8 Hours
CHEM 2010, 2020 Organic Chemistry**                                8 Hours

                        Area of Emphasis total                     19-20 Hours

                        TOTAL                                      61-62 Hours

*At UT Knoxville, the math course must be Calculus II

**At UT Knoxville, this sequence must be Organic Chemistry I and either a course in cell biology with
laboratory or genetics with laboratory.



Additional Information Regarding Foreign Language
At some universities, foreign language may be required in certain programs that lead to the Bachelor of
Science Degree. Complete information regarding foreign language requirements at each university may
be found on the transfer and articulation websites of the Tennessee Board of Regents and the University
of Tennessee System. Community college students are encouraged to be familiar with foreign language
requirements at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                     Business Administration      A.S. Degree

General Education Requirements

English Composition                                             6 Hours
Communication                                                   3 Hours
Humanities and/or Fine Arts                                     9 Hours
Social/Behavioral Sciences
        Economics I & II                                        6 Hours
History                                                         6 Hours
Natural Sciences                                                8 Hours
Mathematics                                                     3 Hours
        MATH 1630

                        General Education Total                 41 Hours



Area of Emphasis Requirements

Accounting I and II                                             6 Hours
MATH 1530* Introduction to Probability and Statistics           3 Hours
MATH 1830 Calculus                                              3 Hours
Computer Applications                                           3 Hours
Electives (guided)                                              4 Hours

                        Area of Emphasis total                  19 Hours

                        TOTAL                                   60 Hours

*Students who plan to transfer to UT Knoxville must complete MATH 2050, Calculus-based Probability
and Statistics.

(This universal articulation has already been approved per PC 863.)

Effective Fall 2011
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                    Chemistry               A.S. Degree

General Education Requirements

Communication                                                  9 Hours
Humanities and/or Fine Arts                                    9 Hours
Social/Behavioral Sciences                                     6 Hours
History                                                        6 Hours
Natural Sciences                                               8 Hours
        CHEM 1110, 1120 General Chemistry I & II
Mathematics                                                    4 Hours
        Math 1910 Calculus I

                       General Education Total                 42 Hours



Area of Emphasis Requirements

MATH 1920 Calculus II                                          4 Hours
CHEM 2010 & 2020 Organic Chemistry I & II                      8 Hours
PHYS 2110 & 2120 Calculus Based Physics I & II                 8 Hours

                       Area of Emphasis total                  20 Hours

                       TOTAL                                   62 Hours



Additional Information Regarding Foreign Language
At some universities, foreign language may be required in certain programs that lead to the Bachelor of
Science Degree. Complete information regarding foreign language requirements at each university may
be found on the transfer and articulation websites of the Tennessee Board of Regents and the University
of Tennessee System. Community college students are encouraged to be familiar with foreign language
requirements at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011
                                      UNIVERSAL TRANSFER PATHS
                                     TBR COMMUNITY COLLEGES TO
                                  UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                      Electrical Engineering           A.S. Degree

General Education Requirements

Communication                                                             9 hours
Humanities and/or Fine Arts                                               9 hours
Social/Behavioral Sciences                                                6 hours
History                                                                   6 hours
Natural Sciences
        PHYS 2110,2120 Calculus-based Physics I & II                      8 hours
Mathematics
        MATH 1910 Calculus I                                             4 hours

                        General Education Total                           42 hours



Area of Emphasis Requirements

CHEM 1110 General Chemistry                                               4 hours
MATH 1920, 2110 Calculus I & II                                           8 hours
MATH 2010 Linear Algebra                                                  3 hours
MATH 2120 Differential Equations                                          3 hours
Programming (C++)                                                         3 hours
Circuits I (with lab)                                                     4 hours

                        Area of Emphasis Total                            25 hours*

                        TOTAL                                             67 hours

*Students are encouraged to take two courses, Circuits II and Digital Design, before transferring to a
university.

Courses in engineering technology do not fulfill any of the requirements for the Area of Emphasis in
Electrical Engineering.

Although it is possible to complete the B.S. Degree in Electrical Engineering in four semesters after
earning the associate's degree, students typically need five or six semesters to complete requirements.

Total semester hours required for the A.S. Degree are 67.

Effective Fall 2011
                                      UNIVERSAL TRANSFER PATHS
                                     TBR COMMUNITY COLLEGES TO
                                  UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                     English              A.A. Degree

General Education Requirements

Communication                                                     9 Hours
Humanities and/or Fine Arts                                       9 Hours
SOcial/Behavioral Sciences                                        6 Hours
History                                                           6 Hours
Natural Sciences                                                  8 Hours
Mathematics                                                       3 Hours

                         General Education Total                  41 Hours

Area of Emphasis Requirements

English                                                           6 Hours
          Two from the following:
                 ENGL 2110 Survey of Amer. Lit I
                 ENGL 2120 Survey of Amer . Lit II
                 ENGL 2130 Survey of Amer. Lit
                 ENGL 2210 Survey of British Lit I
                 ENGL 2220 Survey of British Lit II
                 ENGL 2230 Survey of British Lit
                 ENGL 2310 Survey of World Lit I
                 ENGL 2320 Survey of World Lit II
                 ENGL 2330 Survey of World Lit
                 ENGL 2410 Survey of Lit of Western World I
                 ENGL 2420 Survey of Lit of Western World II
                 ENGL 2430 Survey of Lit of Western World

Foreign Language: Two-year Sequence in the same foreign language (6 hours at the beginning level and
six hours at the intermediate level) or demonstrated competency at the intermediate level.

                                                                  12 Hours
General Electives                                                 1 Hour

                         Area of Emphasis total                   19 Hours

                         TOTAL                                    60 Hours



Effective Fall, 2011
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                     History               A.A. Degree

General Education Requirements

Communication                                                     9 Hours
Humanities and/or Fine Arts                                       9 Hours
Social/Behavioral Sciences                                        6 Hours
HIST 2010 & 2020 (Survey of Amer. History I & II)                 6 Hours
Natural Sciences                                                  8 Hours
Mathematics                                                       3 Hours

                        General Education Total                   41 Hours

Area of Emphasis Requirements

History                                                           6 Hours
                Complete one of the following sequences:
                HIST 1010, 1020 Survey of Western Civ. I & II
                HIST 1110, 1120 Survey of World Civ. I & II
                HIST 1210, 1220 Survey of World History I & II
History Elective                                                  3 Hours
Foreign Language (One-year Sequence)                              6 Hours
General Electives                                                 4 Hours

                        Area of Emphasis total                    19 Hours

                        TOTAL                                     60 Hours



**Additionallnformation Regarding Foreign Language
Requirements for a Bachelor of Arts Degree at universities include demonstrated competency in foreign
language at the intermediate level. Community college students are encouraged to attain intermediate-
level competency in foreign language before transferring.

Complete information regarding foreign language requirements at each university may be found on the
transfer and articulation websites of the Tennessee Board of Regents and the University of Tennessee
System. Community college students are encouraged to be familiar with foreign language requirements
at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011
                                       UNIVERSAL TRANSFER PATHS
                                      TBR COMMUNITY COLLEGES TO
                                   UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                       History                A.S. Degree

General Education Requirements

Communication                                                          9 hours
Humanities and/or Fine Arts                                            9 hours
Social/Behavioral Sciences                                             6 hours
History
        HIST 2010, 2020 Survey of American History 1&11                6 hours
Natural Sciences                                                       8 hours
Mathematics                                                            3 hours

                          General Education Total                      41 hours



Area of Emphasis Requirements

History
          Complete one of the following two-course sequences:          6 hours

          HIST 1010, 1020 Survey of Western Civilization 1&11
          HIST 1110, 1120 Survey of World Civilization 1&11
          HIST 1210, 1220 Survey of World History 1&11

Elective in History                                                    3 hours

General Electives                                                      10 hours

                          Area of Emphasis Total                       19 hours

                          TOTAL                                        60 hours

Additional Information Regarding Foreign Language

At some universities, foreign language may be required in certain programs that lead to the Bachelor of
Science Degree. Complete information regarding foreign language requirements at each university may
be found on the transfer and articulation websites of the Tennessee Board of Regents and the University
of Tennessee System. Community college students are encouraged to be familiar with foreign language
requirements at the universities and, if applicable, complete the requirements before transferring.

Effective Fall, 2011
                                      UNIVERSAL TRANSFER PATHS
                                     TBR COMMUNITY COLLEGES TO
                                  UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                     Mechanical Engineering           A.S. Degree

General Education Requirements

Communication                                                    9   Hours
Humanities and/or Fine Arts                                      9   Hours
Social/Behavioral Sciences                                       6   Hours
History                                                          6   Hours
Natural Sciences                                                 8   Hours
        PHYS 2110, 2120 Calculus-based Physics I & II
Mathematics                                                     4 Hours
        MATH 1910 Calculus I

                         General Education Total                 42 Hours



Area of Emphasis Requirements

MATH 1920 Calculus II                                           4    Hours
MATH 2110 Calculus III                                          4    Hours
MATH 2010 Linear Algebra                                        3    Hours
MATH 2120 Differential Equations                                3    Hours
CHEM 1110 General Chemistry I                                   4    Hours
Statics                                                         3    Hours
Particles and Rigid Bodies                                      3    Hours

                         Area of Emphasis total                  24 Hours

                         TOTAL                                   66 Hours



Additional Information
Students are strongly encouraged to complete a course in Mechanics of Materials, also known as
Strength of Materials, before transferring to a university.

Courses in engineering technology do not fulfill any of the requirements for the Area of Emphasis in
Mechanical Engineering.

Although it is possible to complete the B.S. Degree in Mechanical Engineering in four semesters after
earning the associate's degree, students typically need five or six semesters to complete requirements.

Effective Fall, 2011




                                                   "
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COllEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                     Pre-Nursing

Because of the varying entry points for acceptance/entrance into baccalaureate nursing programs and
the different structures of nursing curricula, community college students who wish to transfer to
university programs are advised to follow a freshman-year curriculum, as prescribed below, applicable
to all university nursing majors.* By completing this one-year plan of studies and then transferring
before the sophomore year to a university, community college students will be on par with prospective
nursing students who began the freshman year at a public university in Tennessee. Community-college
students who pursue this plan will then be eligible at the earliest opportunity to compete for acceptance
to a four-year nursing program leading to the award of a Bachelor of Science in Nursing (BSN) degree.

Please note that the completion of the pre-nursing community-college curriculum and the subsequent
courses taken at a university do not guarantee acceptance into a baccalaureate nursing
program. Nursing is a highly selective major, and only the most highly qualified students are
admitted.** The specific requirements for admission to university nursing programs may be found in
the catalogs ofthe various universities.

Freshman Year Curriculum

ENGl 1010, 1020 English Composition I & II                      6 Hours
Fundamentals of Speech                                          3 Hours
General Psychology                                              3 Hours
Introduction to Sociology                                       3 Hours
BIOl 2010, 2020 Anatomy and Physiology I & II                   8 Hours
MATH 1530 Probability and Statistics                            3 Hours
History                                                         6 Hours

                                        Total                   32 Hours***

*The University of Tennessee, Knoxville does not accept transfer students. Nursing students are
admitted in the freshman year at UTK.

**Community college students may also pursue various RN to BSN programs as a means of attaining the
BSN degree. These programs assume the completion of the Associate of Applied Science degree with a
major in nursing, certification as a Registered Nurse, and fulfillment of other criteria. Information
concerning these programs is available in university catalogs.

***Students who plan to attend the University of Tennessee, Chattanooga and the University of
Tennessee, Martin are strongly encouraged to complete BIOl 2230 (Microbiology) and CHEM 1110
(General Chemistry I) before transferring to these institutions.



Effective Fall 2011
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                      Psychology              A.A. Degree

General Education Requirements

Communication                                                    9   Hours
Humanities and/or Fine Arts                                      9   Hours
Social/Behavioral Sciences                                       6   Hours
History                                                          6   Hours
Natural Sciences
        BIOL 1110, 1120                                          8 Hours
Mathematics
        MATH 1110 (College Algebra) or Higher
                                                                 3 Hours

                        General Education Total                  41 Hours

Area of Emphasis Requirements

Introduction to General Psychology                               3 Hours
MATH 1530 Introduction to Probability & Statistics               3 Hours
Psychology                                                       6 Hours
        Two of the Following:
                Psychology of Adjustment
                Life Span Psychology
                PSY Social Psychology
Foreign Language (One year sequence in a single language)        6 Hours
General Electives                                                1 Hour

                        Area of Emphasis total                   19 Hours

                        TOTAL                                    60 Hours

Additional Information Regarding Foreign Language
Requirements for a Bachelor of Arts Degree at universities include demonstrated competency in foreign
language at the intermediate level. Community college students are encouraged to attain intermediate-
level competency in foreign language before transferring.

Complete information regarding foreign language requirements at each university may be found on the
transfer and articulation websites of the Tennessee Board of Regents and the University of Tennessee
System. Community college students are encouraged to be familiar with foreign language requirements
at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011 (This universal articulation has already been approved per PC 863.)
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                     Psychology             A.S. Degree

General Education Requirements

Communication                                                   9 Hours
Humanities and/or Fine Arts                                     9 Hours
Social/Behavioral Sciences                                      6 Hours
History                                                         6 Hours
Natural Sciences                                                8 Hours
        BIOL 1110, 1120
Mathematics                                                     3 Hours
        MATH 1110 (College Algebra or Higher)

                        General Education Total                 41 Hours



Area of Emphasis Requirements

Introduction to General Psychology                              3 Hours
MATH 1530 Introduction to Probability & Statistics              3 Hours
        Two of the Following                                    6 Hours
                Psychology of Adjustment
                Life Span Psychology
                Social Psychology
General Electives                                               7 Hours

                        Area of Emphasis total                  19 Hours

                        TOTAL                                   60 Hours



Additional Information Regarding Foreign Language
At some universities, foreign language may be required in certain programs that lead to the Bachelor of
Science Degree. Complete information regarding foreign language requirements at each university may
be found on the transfer and articulation websites of the Tennessee Board of Regents and the University
of Tennessee System. Community college students are encouraged to be familiar with foreign language
requirements at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011

(This universal articulation has already been approved per PC 863.)
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                    Social Work            A.A. Degree

General Education Requirements

Communication                                                 9 Hours
Humanities and/or Fine Arts                                   9 Hours
Social/Behavioral Sciences                                    6 Hours
        Introduction to Sociology
        General Psychology
History                                                       6 Hours
Natural Sciences                                              8 Hours
        BIOL 1010, 1020 or BIOL 1110, 1120
Mathematics                                                   3 Hours
        MATH 1530 Introduction to Probability & Statistics

                        General Education Total               41 Hours



Area of Emphasis Requirements

Introduction to Social Work                                   3 Hours
Social Work Elective or Social Problems                       3 Hours
Economics                                                     3 Hours
American Government (Political Science)                       3 Hours
Foreign Language (One year sequence)                          6 Hours
Electives                                                     1 Hours

                        Area of Emphasis total                19 Hours

                       TOTAL                                  60 Hours



Additional Information Regarding Foreign Language
Requirements for a Bachelor of Arts Degree at universities include demonstrated competency in foreign
language at the intermediate level. Community college students are encouraged to attain intermediate-
level competency in foreign language before transferring.

Complete information regarding foreign language requirements at each university may be found on the
transfer and articulation websites of the Tennessee Board of Regents and the University of Tennessee
System. Community college students are encouraged to be familiar with foreign language requirements
at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                    Social Work             A.S. Degree

General Education Requirements

Communication                                                  9 Hours
Humanities and/or Fine Arts                                    9 Hours
Social/Behavioral Sciences
        Introduction to Sociology                              3 Hours
        General Psychology                                     3 Hours
History                                                        6 Hours
Natural Sciences
BIOl 1010, 1020 or BIOl 1110, 1120                             8 Hours
Mathematics                                                    3 Hours
        MATH 1530 Introduction to Probability & Statistics

                       General Education Total                 41 Hours



Area of Emphasis Requirements

Introduction to Social Work                                    3 Hours
Social Work Elective or Social Problems                        3 Hours
Economics                                                      3 Hours
American Government (Political Science)                        3 Hours
Electives                                                      7 Hours

                       Area of Emphasis total                  19 Hours

                       TOTAL                                   60 Hours



Additional Information Regarding Foreign language
At some universities, foreign language may be required in certain programs that lead to the Bachelor of
Science Degree. Complete information regarding foreign language requirements at each university may
be found on the transfer and articulation websites of the Tennessee Board of Regents and the University
of Tennessee System. Community college students are encouraged to be familiar with foreign language
requirements at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                   Sociology               A.A. Degree

General Education Requirements

Communication                                                 9 Hours
Humanities and/or Fine Arts                                   9 Hours
Social/Behavioral Sciences                                    6 Hours
History                                                       6 Hours
Natural Sciences                                              8 Hours
Mathematics                                                   3 Hours
        MATH 1530 Probability and Statistics

                       General Education Total                41 Hours



Area of Emphasis Requirements

Introduction to Sociology                                     3   Hours
Social Problems                                               3   Hours
Sociology Elective*                                           3   Hours
Foreign Language (One year sequence)                          6   Hours
General Electives                                             4   Hours

                       Area of Emphasis total                 19 Hours

                       TOTAL                                  60 Hours

*Universities will determine whether the sociology elective course counts toward requirements ofthe
sociology major or as elective credit applied to the requirements of the baccalaureate degree.



Additional Information Regarding Foreign Language
Requirements for a Bachelor of Arts Degree at universities include demonstrated competency in foreign
language at the intermediate level. Community college students are encouraged to attain intermediate-
level competency in foreign language before transferring.

Complete information regarding foreign language requirements at each university may be found on the
transfer and articulation websites of the Tennessee Board of Regents and the University of Tennessee
System. Community college students are encouraged to be familiar with foreign language requirements
at the universities and, if applicable, complete the requirements before transferring.

Effective Fall, 2011
                                     UNIVERSAL TRANSFER PATHS
                                    TBR COMMUNITY COLLEGES TO
                                 UT AND TBR FOUR YEAR UNIVERSITIES



Community College Area of Emphasis:                    Sociology               A.S. Degree

General Education Requirements

Communication                                                  9 Hours
Humanities and/or Fine Arts                                    9 Hours
Social/Behavioral Sciences                                     6 Hours
History                                                        6 Hours
Natural Sciences                                               8 Hours
Mathematics                                                    3 Hours
        MATH 1530 Probability and Statistics

                       General Education Total                 41 Hours



Area of Emphasis Requirements

Introduction to Sociology                                      3 Hours
Social Problems                                                3 Hours
Sociology Elective*                                            3 Hours
General Electives                                              10 Hours

                       Area of Emphasis total                  19 Hours

                       TOTAL                                   60 Hours

*Universities will determine whether the sociology elective course counts toward requirements of the
sociology major or as elective credit applied to the requirements of the baccalaureate degree.

Additional Information Regarding Foreign Language
At some universities, foreign language may be required in certain programs that lead to the Bachelor of
Science Degree. Complete information regarding foreign language requirements at each university may
be found on the transfer and articulation websites of the Tennessee Board of Regents and the University
of Tennessee System. Community college students are encouraged to be familiar with foreign language
requirements at the universities and, if applicable, complete the requirements before transferring.

Effective Fall 2011
                                 BOARD OF TRUSTEES
                            THE UNIVERSITY OF TENNESSEE

                                    INFORMATION ITEM


DATE:                       October 21, 2010

COMMITTEE:                  Academic Affairs and Student Success

ITEM:                       Overview of Accreditation by the Southern Association of
                            Colleges and Schools

PRESENTED BY:               Katherine N. High, Interim Vice President for Academic Affairs
                            and Student Success, and Mary Albrecht, Associate Vice
                            Chancellor, UT Knoxville


The following presentation provides an overview of accreditation by the Southern
Association of Colleges and Schools (SACS). It provides information relating to why the
University undergoes accreditation, the regional accreditation boards that focus on
institutional accreditation (not program accreditation, such as business, education, forestry,
nursing, law, medicine, social work, and veterinary medicine), the values of accreditation,
and a brief description of the 1O-year accreditation cycle.
         Southern Association of
       Colleges and Schools (SACS)
              Accreditation:

                             An Overview


            Prepared by Dr. Mary Albrecht, Associate Vice
       Chancellor and Dr. Katie High, Interim Vice President
               for Academic Affairs and Student Success




 *Why accreditation?

 Ell   Financial Aid - Schools that are
       accredited by agencies recognized by
       the U.S. Secretary of Education are
       eligible to offer federal financial aid
       and to receive federal research grants.




* From Brain Track. 2010. U.S. Accreditation Agencies - An Overview> Regional Accreditation
Agencies. Viewed at http://vvww.braintrack.com/college-accreditation-articles/articles/regional-
accrediting-aoencies, accessed 23 September 201 O.




                                                                                                   1
  *Whyaccreditation?

      Credit Transfers - Regionally
      accredited schools will often accept
      transfer credits from other regionally
      accredited schools whereas credits
      earned at schools without regional
      accreditation will not usually be
      accepted.


* From BrainTrack. 2010. U.S. Accreditation Agencies - An Overview> Regional Accreditation
Agencies. Viewed at http://www.braintrack.comlcollege-accredilation-articies/articles/regional-
accrediting-agencies, accessed 23 September 2010.




 *Why accreditation?
 • Respected - Many employers respect
     an education received at a regionally
     accredited school more highly than one
     that is from a school without regional
     accreditation. Many states often
     require that individuals who sit for
     state licensure in various professions
     have graduated from a regionaily
     accredited institution and/or programs

* From BrainTrack. 2010. U.S. Accreditation Agencies - An Overview> Regional Accreditation
Agencies. Viewed at hltp:l/www.braintrack.comlcoliege-accreditalion-articleslarticles/regional-
accrediting-agencies, accessed 23 September 2010.




                                                                                                  2
 *Why accreditation?

      High Quality - Students are assured
      that their education is of a high-
      quality.
 11   Graduate School - Students who
      want to attend a regionally accredited
      graduate school will need to have
      earned their bachelor's degree from a
      regionally accredited school.

• From BrainTrack. 2010. U.S. Accreditation Agencies - An Overview> Regional Accreditation
Agencies. Viewed at http://www.braintrack.com/college-accreditation-articleslarticles!regional-
accrediting-agencies, accessed 23 September 201 O.




                                                                                                  3
   U.S. Accreditation and Recognition
   are Grounded in Certain Values*

   iii   That higher education institutions have primary
         responsibility for academic quality: They are the
         leaders and the primary sources of authority in
         academic matters.
  '" That institutional mission is central to all
     judgments of academic quality.




* From Eaton, J.S. 2008. Accreditation and Recognition in the United States. Council for Higher
Education Accreditation. Viewed at http://www.chea.org/pdf/Accreditation and
Recognition PP SeptOS.pdf on 22 September 201 0




  U.S. Accreditation and Recognition
  are Grounded in Certain Values*

  ., That institutional autonomy is essential to
     sustaining and enhancing academic quality.
  III    That our higher education enterprise - and our
         sOciety- thrives on decentralization and diversity
         of institutional purpose and mission.
  '" That academic freedom flourishes only in an
     environment of academic leadership of institutions .


• From Eaton, J.S. 2008. Accreditation and Recognition in the United States. Council for Higher
Education Accreditation. Viewed at htlp:lfwww.chea.orgipdf/Accreditation and
Recognition PP Septo8.pdf on 22 September 2010




                                                                                                  4
Accreditation is about quality
assurance and quality improvement




     • Prepare "full compliance certification" document per SACS guidelines
     .Off-site peer review
     • On-site peer review
     • Respond to any negative findings




     • Prepare "mini-compliance certification" document per SACS guidelines
     • Off-site peer review




     • Prepare "full compliance certification" document per SACs guidelines
     • Off-site peer review
     • On-site peer visit
     • Respond to any negative findings




                                                                              5
Compliance Certification
Document is a Self-Study
• 12 Core Requirements that relate to the
  organization and function of the
  university.
• 14 Comprehensive Standards that relate
  to institutional mission, governance, and
  effectiveness; programs; resources;
  institutional responsibility for Commission
  Policies.
• 7 Federal Requirements relating to
  compliance with federal rules,
  regulations, and laws.




Web Resources about
Accreditation
 us Department of Education
fI

     http://www2.ed.gov/admins/finaid/accred/index.html

fI   Southern Association of Colleges and
     Schools, CommisSion on Colleges
     http://www.sacscoc.org/index.asp

~    BrainTrack: College and University Directory
     http://www.braintrack.com/college-accreditation-
       artides/a rti des/reg iona I-accred iti ng-agencies




                                                             6

				
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