Contract analysis

I. Summary of Transmittal The enclosed application package comprises the completed IRS Form 1023 and all supporting exhibits, schedules, and attachments necessary for the Internal Revenue Service to evaluate the Foundation's request for recognition of tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The application will be filed with the IRS on May 15, 2023, via

1. Certificate of Incorporation. The Certificate of Incorporation of The Caldwell Family Foundation was filed with the New York Department of State on March 20, 2023, under Filing No. 230320-001847. The Certificate establishes the Foundation as a New York not-for-profit corporation organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Code. A complet

2. Bylaws. The Bylaws of The Caldwell Family Foundation were adopted by unanimous written consent of the Board of Directors at the organizational board meeting held on March 20, 2023. The Bylaws govern the internal operations of the Foundation, including the composition and responsibilities of the Board of Directors, the election and duties of officers, meeting procedures, committee structure, the fiscal year, and pr

3. Conflict of Interest Policy. The Foundation's Conflict of Interest Policy was adopted by the Board of Directors at the organizational board meeting on March 20, 2023. The policy is designed to ensure compliance with the self-dealing prohibitions of Section 4941 of the Code and to promote transparency and accountability in the Foundation's governance. A complete copy of the Conflict of Interest Policy is attached a

1. Jonathan R. Caldwell — substantial contributor by virtue of his $5,000,000 attributable share of the initial $10,000,000 cash contribution to the Foundation. Mr. Caldwell also serves as President and Director of the Foundation and is therefore a foundation manager and disqualified person in multiple capacities.

2. Eleanor V. Caldwell — substantial contributor by virtue of her $5,000,000 attributable share of the initial $10,000,000 cash contribution to the Foundation. Mrs. Caldwell also serves as Vice President and Director of the Foundation. Family Members of Substantial Contributors:

3. Thomas R. Caldwell — son of Jonathan R. Caldwell and Eleanor V. Caldwell; a family member of substantial contributors within the meaning of Section 4946(d) of the Code. Mr. Caldwell serves as Secretary and Director of the Foundation.

4. Katherine C. Hartfield — daughter of Jonathan R. Caldwell and Eleanor V. Caldwell; a family member of substantial contributors. Ms. Hartfield serves as Treasurer and Director of the Foundation.

5. Olivia G. Caldwell — daughter of Jonathan R. Caldwell and Eleanor V. Caldwell; a family member of substantial contributors. Ms. Caldwell serves as a Director of the Foundation.

6. Dr. Sarah P. Caldwell — daughter-in-law of Jonathan R. Caldwell and Eleanor V. Caldwell (spouse of Thomas R. Caldwell); a family member of a disqualified person.

7. Dr. Andrew W. Hartfield — son-in-law of Jonathan R. Caldwell and Eleanor V. Caldwell (spouse of Katherine C. Hartfield); a family member of a disqualified person. Entities Controlled by Disqualified Persons:

8. Caldwell Ridgeline Capital LLC — an entity in which the above-listed disqualified persons hold more than 35% combined ownership interest. This entity is a disqualified person under Section 4946(a)(1)(G) of the Code.

9. Stonecrest Realty Holdings LLC — an entity in which the above-listed disqualified persons hold more than 35% combined ownership interest. This entity is likewise a disqualified person under Section 4946(a)(1)(G). The Foundation maintains a register of all known disqualified persons, which is reviewed and updated at least annually by the Board of Directors in connection with the annual certification process under t

1. Mission Statement. The Caldwell Family Foundation is organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The Foundation's mission is to support the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area. The Foundation seeks to advance t

2. Planned Activities — Year One and Beyond. The Foundation's primary activity is grantmaking. The Foundation will make grants to organizations that qualify as public charities under Section 509(a)(1) or Section 509(a)(2) of the Code, or to governmental units described in Section 170(c)(1) of the Code. The Foundation does not intend to conduct direct charitable activities in its initial years of operation; rather, it

3. Grant Procedures. The Foundation has adopted a Grant-Making Policy and Procedures Manual (attached as Exhibit G) that governs all aspects of the Foundation's grantmaking activities. The key elements of the Foundation's grant procedures are as follows: (a) Solicitation and Review. The Board of Directors is responsible for identifying, soliciting, reviewing, and approving all grants. The Board may accept unsolicited

4. No Lobbying or Political Activity. The Foundation will not engage in lobbying or political campaign activity of any kind. No substantial part of the Foundation's activities will consist of carrying on propaganda or otherwise attempting to influence legislation within the meaning of Section 501(c)(3) of the Code. The Foundation will not participate in, or intervene in (including the publishing or distribution of st

5. Relationship to Other Organizations. The Foundation is an independent entity, legally separate from all other entities and structures associated with the Caldwell family. The Foundation is not controlled by, and does not control, any other organization. The Foundation acknowledges that its founders, Jonathan R. Caldwell and Eleanor V. Caldwell, have interests in a number of other entities and fiduciary structures,

1. General Prohibition on Self-Dealing. The Foundation's Conflict of Interest Policy prohibits any financial transaction between the Foundation and any disqualified person (as defined under Section 4946 of the Code), except as specifically permitted by Section 4941(d)(2) of the Code. This prohibition encompasses all direct and indirect acts of self-dealing, including sales, exchanges, or leases of property; lending o

2. No Personal Benefit. No Foundation assets will be used for the personal benefit of any disqualified person, whether directly or indirectly.

3. No Loans. No loans will be made to or from any disqualified person. This prohibition includes both direct loans and indirect credit arrangements.

4. Arm's-Length Standard. No goods, services, or facilities will be provided by or to any disqualified person except on terms that are at least as favorable to the Foundation as arm's-length terms with an unrelated third party. In practice, the Foundation intends to avoid all transactions with disqualified persons, even those that might technically qualify for an exception under Section 4941(d)(2), unless the transac

5. Annual Disclosure and Certification. Each director is required to complete an annual disclosure questionnaire identifying all actual and potential conflicts of interest, including all financial interests in entities that do business with or seek to do business with the Foundation, all family relationships with other disqualified persons, and all other relationships or circumstances that could give rise to a confli

6. Recusal Procedures. Any director who has a conflict of interest with respect to a matter before the Board is required to disclose the conflict and to recuse himself or herself from all discussion and voting on the matter. The remaining disinterested directors will determine whether the proposed transaction or arrangement is in the Foundation's best interest and will approve or reject it accordingly. PART V — FINAN

Section 4940 — Excise Tax on Net Investment Income. The Foundation will pay the applicable excise tax on net investment income annually, as required by Section 4940 of the Code. This tax is currently imposed at a rate of 1.39% of net investment income (as amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2019). The Foundation will calculate its net investment income, including interest, dividends, rent

Section 4941 — Self-Dealing. The Foundation has adopted a comprehensive Conflict of Interest Policy (Exhibit C) that prohibits all acts of self-dealing between the Foundation and its disqualified persons (as defined under Section 4946 of the Code). The disqualified persons include Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, Olivia G. Caldwell, their spouses (Dr. Sarah P. Cal

Section 4942 — Minimum Distribution Requirement. The Foundation will distribute at least five percent (5%) of its net investment assets annually for charitable purposes, as required by Section 4942 of the Code. The Year 1 target distribution is $500,000, calculated as 5% of $10,000,000 in net investment assets. The Foundation will monitor its distributable amount throughout the year and will ensure that qualifying di

Section 4943 — Excess Business Holdings. The Foundation does not hold, and does not intend to acquire, any business holdings that would constitute excess business holdings within the meaning of Section 4943 of the Code. The Foundation's assets consist solely of cash and publicly traded securities, which are generally not treated as business holdings for purposes of Section 4943. The Foundation will monitor its holdin

Section 4944 — Jeopardizing Investments. The Foundation's Investment Policy Statement (Exhibit F) specifically prohibits investments that would jeopardize the Foundation's ability to carry out its exempt purposes within the meaning of Section 4944 of the Code. The Foundation will not engage in speculative, highly leveraged, or unduly risky investments, and will maintain a diversified portfolio of publicly traded secu

Section 4945 — Taxable Expenditures. The Foundation will not make any taxable expenditures within the meaning of Section 4945 of the Code. Specifically, the Foundation will not make grants for non-charitable purposes, will not make expenditures for lobbying or political campaign intervention, will not make grants to individuals without IRS-approved procedures, and will not make any other expenditure that would consti

1. Jonathan R. Caldwell — contributed $5,000,000, representing his attributable share of the joint $10,000,000 cash gift made with Eleanor V. Caldwell on April 1, 2023.

2. Eleanor V. Caldwell — contributed $5,000,000, representing her attributable share of the joint $10,000,000 cash gift made with Jonathan R. Caldwell on April 1, 2023. Each of Jonathan R. Caldwell and Eleanor V. Caldwell contributed an amount in excess of $5,000, which exceeds two percent (2%) of the total contributions received by the Foundation from its date of organization through the end of the tax year in which

1. The Foundation is aware of its obligation to file IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation) annually with the Internal Revenue Service for each taxable year, in accordance with Section 6033 of the Code. The Foundation will file its annual returns on a timely basis, including any applicable extensions.

2. The Foundation is aware of its obligation to pay the excise tax on net investment income under Section 4940 of the Code, including the requirement to make estimated tax payments on a quarterly basis where applicable. The Foundation will calculate its net investment income and pay all excise taxes due in a timely and accurate manner.

3. The Foundation acknowledges that failure to file its annual Form 990-PF for three consecutive years may result in automatic revocation of its tax-exempt status under Section 6033(j) of the Code.

4. The Foundation acknowledges that its Form 990-PF is a public document subject to disclosure requirements under Section 6104 of the Code. EXHIBITS AND ATTACHMENTS The following exhibits and attachments are submitted with this application and are incorporated by reference herein. Each exhibit has been executed and assembled by counsel and is in the form required by the IRS for purposes of this application. Exhibit A