Contract analysis

ARTICLE I — RECITALS AND STATEMENT OF PURPOSE

Section 1.1. Incorporation and Tax-Exempt Status. The Caldwell Family Foundation (the "Foundation") was incorporated on March 20, 2023, as a New York not-for-profit corporation under the New York Not-for-Profit Corporation Law (NY N-PCL), pursuant to a Certificate of Incorporation filed with the New York Department of State (DOS Filing No. 230320-001847). The Foundation thereafter applied for recognition of tax-exemp

Section 1.2. Mission. 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. All activities of the Foundation, including the solicitation, acceptance, and management of charitable contributions, shall be conducted in furtherance of this mission and consistent with the Foundation's Certificate of Incor

Section 1.3. Purpose of This Policy. This Gift Acceptance Policy (this "Policy") is established to provide guidance to the Board of Directors, officers, and professional advisors of the Foundation regarding the solicitation, evaluation, acceptance, and acknowledgment of charitable contributions to the Foundation. The Policy is designed to: (a) ensure that all gifts accepted by the Foundation further its exempt purpos

Section 1.4. Related Governing Documents. This Policy should be read in conjunction with the Foundation's Certificate of Incorporation, Bylaws, Conflict of Interest Policy, Investment Policy Statement, and any resolutions of the Board of Directors adopted from time to time. In the event of any conflict between this Policy and the Foundation's Certificate of Incorporation or Bylaws, the Certificate of Incorporation an

ARTICLE II — BOARD OF DIRECTORS AND OFFICERS

Section 2.1. Current Board of Directors and Officers. As of the date of adoption of this Policy, the Board of Directors and officers of the Foundation are as follows:

Section 2.2. Independent Director. Dr. Margaret P. Elsworth serves as the Foundation's Independent Director. Dr. Elsworth is Professor Emerita at Columbia University and an experienced philanthropic advisor. Dr. Elsworth is not a member of the Caldwell family, is not a Disqualified Person (as defined herein), and has no financial or familial relationship with any Disqualified Person. Her service as an Independent Dir

Section 2.3. Compensation. No compensation is paid to any family-member director or officer of the Foundation for service in such capacity. This practice is maintained in accordance with the Foundation's Conflict of Interest Policy and to ensure compliance with the self-dealing prohibitions of IRC § 4941. Dr. Elsworth may receive reasonable compensation for her services as an Independent Director to the extent author

Section 2.4. Authority. The Board of Directors has ultimate authority over all gift acceptance decisions under this Policy. The Board may delegate certain ministerial responsibilities to officers or professional advisors, but the authority to accept or decline gifts of property other than cash and publicly traded securities may not be delegated and must be exercised by the Board acting by majority vote at a duly conv

ARTICLE III — DEFINITIONS For purposes of this Policy, the following terms shall have the meanings set forth below:

Section 3.1. "Contribution" or "Gift." The term "Contribution" or "Gift" means any voluntary, irrevocable transfer of cash, securities, real or personal property, or other assets to the Foundation by any Donor, without consideration. A Contribution includes, without limitation, outright gifts, bequests, devises, transfers in trust naming the Foundation as a beneficiary, and beneficiary designations of life insurance

Section 3.2. "Donor." The term "Donor" means any individual, trust, estate, corporation, partnership, limited liability company, or other entity making a Contribution to the Foundation. In the case of a joint gift by spouses or co-owners, each such person shall be considered a Donor for purposes of this Policy.

Section 3.3. "Disqualified Person." The term "Disqualified Person" has the meaning set forth in IRC § 4946 and the Treasury Regulations promulgated thereunder. For purposes of this Policy, Disqualified Persons include, but are not limited to, the following: (a) Substantial Contributors. Any person who has contributed or bequeathed an aggregate amount of more than $5,000 to the Foundation, if such amount is more than

Section 3.4. "Qualified Appraisal" and "Qualified Appraiser." The terms "Qualified Appraisal" and "Qualified Appraiser" have the meanings set forth in IRC § 170(f)(11) and Treasury Regulation § 1.170A-17. A Qualified Appraisal is an appraisal of property that: (a) is conducted by a Qualified Appraiser in accordance with generally accepted appraisal standards as defined by the Uniform Standards of Professional Apprais

Section 3.5. "Excess Business Holdings." The term "Excess Business Holdings" has the meaning set forth in IRC § 4943 and the Treasury Regulations promulgated thereunder. In general, the combined holdings of the Foundation and all Disqualified Persons in any business enterprise may not exceed the "permitted holdings," which are generally twenty percent (20%) of the voting stock of an incorporated business enterprise,

Section 3.6. "Foundation." The term "Foundation" means The Caldwell Family Foundation, a New York not-for-profit corporation, EIN 88-3021547.

Section 3.7. "Board." The term "Board" means the Board of Directors of the Foundation.

Section 3.8. "Policy." The term "Policy" means this Gift Acceptance Policy, as amended from time to time.

ARTICLE IV — CATEGORIES OF ACCEPTABLE GIFTS

Section 4.1. Cash and Cash Equivalents 4.1.1. General. The Foundation accepts gifts of cash and cash equivalents, including checks, wire transfers, Automated Clearing House (ACH) transfers, and money orders, without prior Board approval. There is no minimum gift amount for cash contributions. 4.1.2. Currency. Cash gifts shall be accepted in United States dollars. Gifts denominated in foreign currencies require advanc

Section 4.2. Publicly Traded Securities 4.2.1. General. The Foundation accepts gifts of publicly traded securities, including common and preferred stocks, corporate and government bonds, and mutual fund shares, that are listed on a recognized securities exchange (including, without limitation, the New York Stock Exchange (NYSE), Nasdaq Stock Market (Nasdaq), NYSE American, and similar domestic and international excha

Section 4.3. Closely Held Business Interests 4.3.1. General. Gifts of closely held business interests, including limited liability company membership interests, limited partnership interests, S corporation stock, C corporation stock, carried interests, profits interests, and similar interests in entities that are not publicly traded, require advance Board approval before acceptance. 4.3.2. Self-Dealing Risk. If the c

Section 4.4. Real Property 4.4.1. General. Gifts of real property, whether developed or undeveloped, commercial or residential, including interests in real property such as remainder interests, undivided fractional interests, and conservation easements, require advance Board approval before acceptance. 4.4.2. Self-Dealing. If the real property is owned by, has been occupied by, or is otherwise associated with a Disqu

Section 4.5. Tangible Personal Property (Art, Collectibles, and Other) 4.5.1. General. Gifts of art, collectibles, jewelry, antiques, rare books, manuscripts, musical instruments, and other tangible personal property require advance Board approval before acceptance. 4.5.2. Related-Use Requirement. For the Donor to claim a fair market value deduction under IRC § 170, the contributed property must be related to the Fou

Section 4.6. Life Insurance 4.6.1. General. Gifts of life insurance policies require advance Board approval before acceptance. 4.6.2. Ownership and Beneficiary Designation. To qualify as a completed gift for federal income tax purposes, the Foundation must be named as both the owner and the irrevocable beneficiary of the contributed policy. The Donor must irrevocably assign all incidents of ownership in the policy to

Section 4.7. Charitable Remainder Trusts, Charitable Lead Trusts, and Other Planned Gifts 4.7.1. General. The Foundation may serve as the charitable beneficiary of charitable remainder trusts (both charitable remainder annuity trusts and charitable remainder unitrusts), charitable lead trusts (both charitable lead annuity trusts and charitable lead unitrusts), bequests under wills, devises of real property, transfers

Section 4.8. Gifts of Services 4.8.1. Non-Deductible. The Foundation does not accept gifts of services as charitable contributions. Under IRC § 170, the value of services contributed to a charitable organization is not deductible by the Donor as a charitable contribution, regardless of the nature or value of the services provided. Accordingly, the Foundation shall not issue gift acknowledgment letters for services re

ARTICLE V — RESTRICTIONS AND CONDITIONS ON GIFTS

Section 5.1. Unrestricted Gifts The Foundation encourages Donors to make unrestricted gifts, which provide the Foundation with maximum flexibility in fulfilling its mission in the areas of arts, education, and environmental conservation. Unrestricted gifts allow the Board to direct the Foundation's resources to the programs and initiatives that are most effective and most needed, and to respond to emerging opportunit

Section 5.2. Restricted or Designated Gifts 5.2.1. Gifts with Donor-imposed restrictions or designations — including restrictions as to the purpose, timing, geographic area, or beneficiaries of the Foundation's use of the contributed assets — may be accepted only with advance Board approval by majority vote. 5.2.2. Donor-imposed restrictions must be consistent with the Foundation's exempt purposes as set forth in its

Section 5.3. Quid Pro Quo Contributions The Foundation will not provide goods or services to Donors in exchange for Contributions except in compliance with applicable IRS rules. In the event that the Foundation provides any goods or services to a Donor in connection with a Contribution, the Foundation shall comply with the quid pro quo disclosure requirements of IRC § 6115, as further described in Section 10.2 of thi

Section 5.4. Anonymous Gifts 5.4.1. The Foundation may accept anonymous gifts of cash or publicly traded securities without prior Board approval, subject to standard recording and due diligence procedures. 5.4.2. Anonymous gifts of property other than cash or publicly traded securities require advance Board approval. 5.4.3. Donors making anonymous gifts should be advised that private foundations are subject to public

ARTICLE VI — SELF-DEALING RESTRICTIONS — IRC § 4941

Section 6.1. Prohibited Transactions The Foundation shall not accept any gift that constitutes, or would directly or indirectly result in, an act of self-dealing between the Foundation and a Disqualified Person within the meaning of IRC § 4941. Acts of self-dealing include, but are not limited to, the following transactions between the Foundation and a Disqualified Person: (a) Sale, Exchange, or Leasing of Property.

Section 6.2. Gifts from Disqualified Persons 6.2.1. Cash and Publicly Traded Securities. Gifts of cash or publicly traded securities from Disqualified Persons — including Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, Olivia G. Caldwell, and entities controlled by them — are generally permissible and do not constitute acts of self-dealing, provided that: (a) the transfer is a b

Section 6.3. Screening Procedures 6.3.1. Disqualified Persons List. The Treasurer (Katherine C. Hartfield) shall maintain a comprehensive list of all known Disqualified Persons, including substantial contributors, foundation managers, their family members, and controlled entities. This list shall be updated at least annually, or more frequently as changes in circumstances warrant (e.g., upon the birth of a new family

ARTICLE VII — EXCESS BUSINESS HOLDINGS — IRC § 4943

Section 7.1. General Rule. Before accepting any gift of a business interest — whether publicly traded securities, closely held business interests, or any other interest in a business enterprise — the Foundation shall determine whether acceptance of the gift would cause the Foundation, together with all Disqualified Persons, to hold Excess Business Holdings in any business enterprise within the meaning of IRC § 4943.

Section 7.2. Permitted Holdings. The permitted holdings limit under IRC § 4943 is generally twenty percent (20%) of the voting stock of an incorporated business enterprise (or a comparable interest in an unincorporated business enterprise), reduced by the percentage of voting stock (or comparable interest) held by all Disqualified Persons. This limit is increased to thirty-five percent (35%) if it is established to t

Section 7.3. Entities Requiring Particular Attention. The following entities have been identified as requiring particular attention under the Foundation's Excess Business Holdings analysis due to significant Caldwell family ownership or involvement: (a) Caldwell Ridgeline Capital LLC and its managed investment funds, including Fund IV, Fund V, and Fund VI. The Caldwell family holds substantial ownership interests in

Section 7.4. Five-Year Disposition Period. Under IRC § 4943(c)(6), if the Foundation acquires Excess Business Holdings by gift (including by bequest), the Foundation is not subject to the excise tax on Excess Business Holdings during a five-year period beginning on the date the holdings were acquired, provided the Foundation disposes of the excess holdings before the end of that five-year period. This five-year grace

Section 7.5. Declining the Gift. If acceptance of a proposed gift of a business interest would create Excess Business Holdings and the Board determines that disposition within the applicable timeframe is not feasible or not in the Foundation's best interest, the Foundation shall decline the gift.

ARTICLE VIII — VALUATION PROCEDURES

Section 8.1. Cash and Publicly Traded Securities 8.1.1. Cash. Cash Contributions shall be valued at face value on the date of receipt. 8.1.2. Publicly Traded Securities. Publicly traded securities shall be valued at the mean of the high and low trading prices on the date of the gift, in accordance with Treasury Regulation § 20.2031-2. If the date of the gift falls on a day when the relevant securities exchange is not

Section 8.2. Closely Held Business Interests and Real Property 8.2.1. Qualified Appraisal Required. A Qualified Appraisal from a Qualified Appraiser is required for all gifts of closely held business interests and real property with a claimed value exceeding $5,000. For real property, a Qualified Appraisal is required regardless of the claimed value. The Donor is responsible for obtaining and paying for the Qualified

Section 8.3. Tangible Personal Property 8.3.1. Qualified Appraisal Required. A Qualified Appraisal from a Qualified Appraiser is required for all gifts of tangible personal property with a claimed value exceeding $5,000. 8.3.2. Enhanced Requirements for Art. For gifts of art, the Qualified Appraiser must meet the enhanced qualification requirements of IRC § 170(f)(11)(E). Donors contributing art valued at more than $

Section 8.4. Record of Valuation The Foundation shall maintain a complete file for each gift accepted, including the following information: (a) the Donor's name (unless the gift is anonymous); (b) the date of the gift; (c) a description of the contributed property; (d) the fair market value of the contributed property as determined for the Foundation's records; (e) the method of valuation used; (f) a copy of any Qual

ARTICLE IX — GIFT ACKNOWLEDGMENT AND SUBSTANTIATION

Section 9.1. Written Acknowledgment 9.1.1. The Foundation shall provide a contemporaneous written acknowledgment to each Donor as required by IRC § 170(f)(8) for any single Contribution of $250 or more. The acknowledgment must be provided to the Donor no later than the date on which the Donor files the federal income tax return for the year in which the Contribution is made, or the due date (including extensions) for

Section 9.2. Quid Pro Quo Disclosure For any Contribution in excess of $75 where the Foundation provides goods or services in return, the Foundation shall provide the Donor with a written statement informing the Donor that the amount of the Contribution that is deductible for federal income tax purposes is limited to the excess of the amount of the Contribution over the fair market value of the goods or services rece

Section 9.3. Non-Cash Contributions Over $5,000 9.3.1. For non-cash Contributions for which the Donor claims a deduction of more than $5,000, the Donor is required to obtain a Qualified Appraisal and to complete and attach IRS Form 8283 (Noncash Charitable Contributions), Section B, to the Donor's federal income tax return. 9.3.2. The Foundation shall sign the Donee Acknowledgment section (Part IV) of IRS Form 8283,

Section 9.4. Disposition Reporting — Form 8282 9.4.1. If the Foundation disposes of (by sale, exchange, or other transfer) any donated non-cash property within three (3) years of receipt, where the Donor reported a value of more than $500 for the property on the Donor's Form 8283, the Foundation is required to file IRS Form 8282 (Donee Information Return) with the IRS. 9.4.2. Form 8282 must be filed within one hundre

Section 9.5. Charitable Deduction Limitations — Donor Advisory 9.5.1. The Foundation shall not provide tax advice to Donors regarding the availability, amount, or limitations of the charitable deduction for Contributions to the Foundation. Donors are strongly advised to consult their own independent tax advisors regarding all tax matters related to their Contributions. 9.5.2. For general informational purposes only (

ARTICLE X — ACCEPTANCE PROCEDURES

Section 10.1. Cash and Publicly Traded Securities 10.1.1. Gifts of cash and publicly traded securities may be accepted by any officer of the Foundation without prior Board approval, subject to the excess business holdings screening described in Section 4.2.5 of this Policy (for publicly traded securities). 10.1.2. The Treasurer shall record each such gift in the Foundation's chronological gift log within five (5) bus

Section 10.2. All Other Gifts 10.2.1. Advance Board Approval Required. Gifts of all property other than cash and publicly traded securities — including, without limitation, closely held business interests, real property, tangible personal property, life insurance policies, and restricted or conditioned gifts of any type — require advance Board approval by majority vote before acceptance. 10.2.2. Gift Review Memorandu