THIS MEMORANDUM OF UNDERSTANDING (MOU) is entered into as of this 12 day of July, 2024, by and between Kentucky State University (hereinafter referred to as "KSU" or "the University") and Kentucky State University Thorobreds Foundation, Inc. (hereinafter referred to as "the Foundation").

KSU and the Foundation shall work collaboratively to enhance the mission and priorities of the University.

The Foundation, a Kentucky nonprofit corporation, operates independently from KSU, serving to advance the University's interests through fundraising efforts and asset stewardship. It is recognized as a tax-exempt charity under Section 501(3)(c) of the Internal Revenue Code. The Foundation's primary objective is to provide sustainable financial support to KSU, supplementing state assistance to enable the University and its students to achieve excellence.

The Foundation is governed by a Board of Directors consisting of fifteen (15) members, who shall be appointed by the KSU Board of Regents to serve three-year terms. The Board of Regents may elect to modify the number of Directors at any time through formal action. Directors shall serve without compensation, dedicating their time and expertise to secure a prosperous future for KSU. The Foundation holds its own Articles of Incorporation approved by its Board of Directors and may establish its own bylaws, policies, and procedures so long as they are not in conflict with this MOU or KSU's policies and procedures.

In the event of the Foundation's dissolution, all assets shall, at the sole discretion of the Board of Regents, transfer to KSU or to the University's successor foundation.

The University's President serves as the primary fundraiser for KSU, with the Foundation supplementing these efforts as directed by the University.

The University's Vice President of Institutional Advancement and External Relations serves as the Chief Executive Officer of the Foundation, overseeing its operations and strategic initiatives.

The Foundation shall maintain its own directors and officers (D&O) insurance for protection against liabilities arising from its activities.

The Foundation is obligated to adhere to all current and future policies and procedures of KSU. The Foundation shall not charge more than a 50 basis points (.50%) investment fee and a 50 basis points (.50%) administrative fee.

The Foundation shall provide quarterly reports to the Investment & Advancement Committee of the Board of Regents and shall present annually to the Board of Regents.

IN WITNESS WHEREOF, KSU and the Foundation have caused this MOU to be executed by their duly authorized officers as of the date first written above.

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