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Section 1.1 — Purpose of This Manual This Grant-Making Policy and Procedures Manual (the "Manual") establishes the policies, procedures, and standards governing all grant-making activities of The Caldwell Family Foundation (the "Foundation"). The Manual is designed to provide a comprehensive framework within which the Board of Directors (the "Board"), officers, staff, and authorized advisors of the Foundation shall e

Section 1.2 — Mission Statement of the Foundation The Caldwell Family Foundation is dedicated to enriching the communities of the New York metropolitan area through purposeful and sustained support for the arts, education, and environmental conservation. The Foundation seeks to foster creative expression, expand access to educational opportunity, and advance the preservation and responsible stewardship of the natural

Section 1.3 — Scope and Applicability This Manual applies to all grants, donations, charitable distributions, and program-related investments made by the Foundation, regardless of amount, recipient, or program area. Without limiting the foregoing, this Manual covers: (a) Grants to organizations described in Section 501(c)(3) of the Code that are classified as public charities under Section 509(a)(1), (2), or (3) of t

Section 1.4 — Minimum Distribution Requirement As a private foundation, the Foundation is subject to the minimum distribution requirements of Section 4942 of the Code. Under Section 4942, the Foundation is required to distribute annually, as qualifying distributions, an amount equal to at least five percent (5%) of the fair market value of the Foundation's net investment assets (the "distributable amount"), as determ

ARTICLE II — BOARD GOVERNANCE AND AUTHORITY

Section 2.1 — Board of Directors The Foundation is governed by its Board of Directors, which has ultimate fiduciary responsibility for all activities of the Foundation, including all grant-making decisions. As of the date of adoption of this Manual, the Board of Directors is composed of the following individuals: All grant-making decisions are the ultimate responsibility of the Board. No grant shall be committed, aut

Section 2.2 — Grant-Making Authority The Board retains exclusive authority to approve or deny all grants in amounts exceeding Twenty-Five Thousand Dollars ($25,000). No single director, officer, committee member, or staff person may unilaterally commit Foundation funds to any grant exceeding Twenty-Five Thousand Dollars ($25,000) without the prior approval of the Board at a duly convened meeting. The President of the

Section 2.3 — Grant-Making Committee The Board may appoint a Grant-Making Committee (the "Committee") consisting of not fewer than three (3) directors to review grant applications, conduct preliminary due diligence, evaluate proposals, and make recommendations to the full Board regarding the approval or denial of grants. The Committee shall operate in accordance with a charge established by the Board and in conformit

Section 2.4 — Conflict of Interest and Self-Dealing The Foundation has separately adopted a Conflict of Interest Policy, which is incorporated herein by reference and applies to all directors, officers, staff, and advisors of the Foundation. All persons subject to the Conflict of Interest Policy shall comply with its terms in connection with all grant-making activities. All directors of the Foundation are "disqualifi

Section 2.5 — Role of Outside Advisors The Foundation recognizes the importance of obtaining qualified legal, tax, and financial advice in connection with its grant-making activities. The Foundation has engaged the following outside advisors: Legal Counsel: Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, NY 10152 (Primary Contact: Sylvia Hartwell, Specialist Partner, Tax-Exempt Organizations) Tax Ad

ARTICLE III — PROGRAM AREAS AND GRANT-MAKING PRIORITIES

Section 3.1 — Focus Areas The Foundation concentrates its grant-making in three primary program areas, each of which reflects the philanthropic interests and values of the Caldwell family and the Foundation's charitable mission. The Board recognizes that these program areas may evolve over time and reserves the right to refine, expand, or modify the Foundation's focus areas as circumstances warrant, subject to the Fo

Section 3.2 — Geographic Focus The Foundation's primary geographic focus is the New York metropolitan area, which, for purposes of this Manual, includes: • The five boroughs of New York City (Manhattan, Brooklyn, Queens, The Bronx, and Staten Island); • Long Island (Nassau and Suffolk Counties); • Westchester County and Rockland County, New York; • The greater tri-state region, including portions of northern New Jers

Section 3.3 — Types of Support The Foundation may provide the following types of grant support: General Operating Support. Unrestricted grants to support the overall operations and mission of a qualified recipient organization. General operating support grants are intended for organizations with strong track records, sound governance, and missions closely aligned with the Foundation's program areas. Project-Specific

Section 3.4 — Exclusions The Foundation will not make grants for the following purposes or to the following types of recipients: (a) Political Campaigns or Lobbying Activities. The Foundation will not fund any activity that constitutes participation or intervention in a political campaign on behalf of (or in opposition to) any candidate for public office, or any attempt to influence legislation, within the meaning of

ARTICLE IV — GRANT APPLICATION PROCEDURES

Section 4.1 — Solicitation of Applications The Foundation may accept unsolicited grant applications from organizations whose missions and programs are consistent with the Foundation's charitable purposes and program areas. In addition, the Foundation may proactively identify and solicit proposals from organizations whose work is particularly well aligned with the Foundation's strategic priorities. Proactive solicitat

Section 4.2 — Application Requirements Every applicant seeking a grant from the Foundation must submit a complete grant application package. The following materials are required for all applications:

1. Grant Application Form. A completed Grant Application Form in the form attached as Appendix A, or such updated form as may be adopted by the Grant-Making Committee from time to time.

2. Narrative Description. A narrative description of the proposed project or program, including the specific objectives, activities, timeline, target population, and anticipated outcomes. The narrative should demonstrate how the proposed project or program aligns with the Foundation's mission and program areas.

3. Detailed Budget. A detailed line-item budget for the proposed use of grant funds, including all sources of anticipated revenue and all projected expenditures for the project or program. If the applicant is requesting only partial funding, the budget should identify all other confirmed and pending sources of support.

4. Organizational Background. A description of the applicant organization's history, mission, governance, and key programs, including the organization's track record of accomplishment and impact in the relevant program area.

5. Evidence of Tax-Exempt Status. A copy of the applicant's IRS determination letter confirming the organization's tax-exempt status under Section 501(c)(3) of the Code, or, for organizations that are not described in Section 501(c)(3), a detailed description of the organization's legal classification and structure. For organizations classified as public charities, the applicant should identify the applicable subsect

6. Financial Statements. The applicant's most recent audited financial statements, prepared in accordance with generally accepted accounting principles (GAAP). If audited financial statements are not available, the applicant may submit unaudited financial statements reviewed by an independent accountant, accompanied by an explanation of why audited statements are not available.

7. Board of Directors and Key Staff. A current list of the applicant's board of directors and key staff, including names, titles, and relevant affiliations.

8. IRS Form 990 or Form 990-PF. The applicant's most recently filed IRS Form 990, Form 990-EZ, or Form 990-PF, as applicable.

9. Additional Information. Any additional information, documents, or materials requested by the Grant-Making Committee, including but not limited to letters of support, evaluation reports, strategic plans, and references. Incomplete applications will not be considered until all required materials have been received. The Grant-Making Committee may waive specific application requirements for small grants (Twenty-Five T

Section 4.3 — Application Review Timeline The Foundation endeavors to review and act upon grant applications in a timely and efficient manner, consistent with its fiduciary obligations and the need for thorough due diligence. The following timeline applies to the application review process: Letter of Inquiry (LOI) Review. If an LOI process is used, the Grant-Making Committee will review each LOI within thirty (30) da

ARTICLE V — DUE DILIGENCE PROCEDURES

Section 5.1 — Due Diligence Checklist For every proposed grant, the Grant-Making Committee (or such staff or consultants as the Committee may designate) shall complete the following due diligence steps prior to presenting a recommendation to the Board. A completed Due Diligence Checklist, in the form attached as Appendix B, shall be included in the Grant File for each proposed grant.

1. Tax-Exempt Status Verification. Confirm the applicant's tax-exempt status under Section 501(c)(3) of the Code by consulting the IRS Tax Exempt Organization Search database (or any successor database maintained by the IRS). Obtain and review a copy of the applicant's IRS determination letter. If the applicant's tax-exempt status cannot be verified, the proposed grant shall not proceed until the applicant's status i

2. Public Charity vs. Private Foundation Classification. Determine whether the applicant is classified as a public charity under Section 509(a)(1), (2), or (3) of the Code, or as a private foundation or private operating foundation. This determination is critical because grants to organizations that are not public charities require the exercise of expenditure responsibility under Section 4945 of the Code and Article

3. Financial Review. Review the applicant's most recent audited or reviewed financial statements and IRS Form 990 or Form 990-PF. Assess the applicant's financial stability, including total revenue, revenue diversification, operating reserves, debt levels, and the ratio of administrative and fundraising expenses to program expenses (overhead ratio). The Committee shall consider whether the applicant has the financial

4. Organizational Review. Review the applicant's organizational documents, including its certificate of incorporation (or equivalent charter document), bylaws, and any amendments thereto. Assess the applicant's board composition, governance practices, and organizational capacity. Consider whether the applicant has adequate internal controls, financial management procedures, and compliance systems to ensure proper ste

5. Program Review. Evaluate the proposed program or project's alignment with the Foundation's mission and the program areas described in Article III. Assess the feasibility of the proposed activities, the quality and specificity of the proposed budget, the reasonableness of the proposed timeline, the clarity and measurability of the proposed outcomes and evaluation metrics, and the applicant's track record of accompl

6. Disqualified Person Check. Confirm that no disqualified person (as defined in Section 4946 of the Code) has a financial interest in the applicant organization or will personally benefit from the proposed grant. Cross-reference the applicant's board of directors, key staff, and principal donors against the Foundation's list of disqualified persons, including Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Cald

7. Legal and Regulatory Review. Confirm that the applicant is not subject to any pending litigation, regulatory actions, enforcement proceedings, or compliance issues that would create legal, financial, or reputational risk for the Foundation. Review available public records, media reports, and any other relevant information. If concerns are identified, consult with Calderwood & Harkness LLP prior to proceeding.

8. Site Visit (if warranted). For grants exceeding Fifty Thousand Dollars ($50,000), the Committee shall conduct or arrange a site visit to the applicant's offices or program location, or arrange a virtual meeting with the applicant's leadership and key staff. The purpose of the site visit is to verify the information provided in the application, assess the applicant's operational capacity, and gain a firsthand under

9. Reference Check. Contact at least one reference or peer organization familiar with the applicant's work, programs, or leadership. References may include other funders, community partners, beneficiaries, or professional associations. Reference check notes shall be included in the Grant File. The Grant-Making Committee shall document the results of each due diligence step in the Due Diligence Checklist and shall not

Section 5.2 — Enhanced Due Diligence for Non-Public Charities If the proposed grantee is not a public charity described in Section 509(a)(1), (2), or (3) of the Code — that is, if the proposed grantee is a private foundation, a private operating foundation, a Type III supporting organization (whether functionally integrated or non-functionally integrated), a foreign organization, or a non-exempt entity — enhanced due

Section 5.3 — Due Diligence Documentation All due diligence materials collected in connection with a proposed grant shall be compiled in the Grant File maintained by the Secretary (Thomas R. Caldwell). The Grant File shall be maintained in a secure location (physical or electronic) and shall be retained for a minimum of seven (7) years after the final grant report is received by the Foundation, or for such longer per

ARTICLE VI — GRANT APPROVAL AND DOCUMENTATION

Section 6.1 — Board Approval Process Following the completion of due diligence and the Grant-Making Committee's review, the Committee shall present its recommendation for each proposed grant to the full Board of Directors at a regular or special meeting of the Board. The Committee's written recommendation shall include the following information: (a) The name, address, and EIN of the applicant organization; (b) The am

Section 6.2 — Grant Agreement Every grant approved by the Board (or approved by the President or Vice President pursuant to Section 2.2 for grants of Twenty-Five Thousand Dollars ($25,000) or less) must be documented by a written Grant Agreement executed by both the Foundation and the grantee prior to the disbursement of any grant funds. No funds shall be disbursed to a grantee until a fully executed Grant Agreement

Section 6.3 — Grant Payment Procedures Upon execution of the Grant Agreement by both parties, the Treasurer (Katherine C. Hartfield) shall authorize the disbursement of grant funds in accordance with the payment schedule set forth in the Grant Agreement. All payments shall be processed through the Foundation's designated bank account (EIN 88-3021547) by check or wire transfer payable to the grantee organization. No p

Section 6.4 — Declination Procedures Applicants whose grant applications are not approved by the Board shall receive a written notification of the declination within fifteen (15) business days of the Board meeting at which the decision was made. Declination notifications shall be courteous and professional. The Foundation may, but is not required to, state the reasons for the declination. In general, the Foundation p

ARTICLE VII — EXPENDITURE RESPONSIBILITY (IRC § 4945)

Section 4945 of the Code imposes excise taxes on "taxable expenditures" made by private foundations. A grant by a private foundation to an organization that is not a public charity described in Section 509(a)(1), (2), or (3) of the Code is a taxable expenditure unless the foundation exercises "expenditure responsibility" with respect to the grant. Expenditure responsibility applies to all grants made by the Foundatio

Section 7.2 — Pre-Grant Inquiry Before making any grant subject to expenditure responsibility, the Foundation shall conduct a pre-grant inquiry sufficient to establish reasonable assurance that the proposed grantee will use the grant funds for the proper charitable purposes. The pre-grant inquiry is in addition to, and not a substitute for, the general due diligence procedures set forth in Article V. The pre-grant in

Section 7.3 — Expenditure Responsibility Grant Agreement Requirements In addition to the standard Grant Agreement terms set forth in Section 6.2 of this Manual, every expenditure responsibility grant must be documented by a written Grant Agreement (or supplemental rider) that includes the following additional provisions, as required by Treasury Regulation § 53.4945-5(b)(3): (a) The grantee agrees to repay any portion

Section 7.4 — Reporting and Monitoring for Expenditure Responsibility Grants The grantee must submit annual reports to the Foundation on the use of expenditure responsibility grant funds. Reports are due within sixty (60) days of the end of each annual reporting period and must continue until all grant funds have been fully expended and the final report has been accepted by the Foundation. Each report shall include:

Section 7.5 — IRS Reporting The Foundation is required to report all expenditure responsibility grants on its annual IRS Form 990-PF, Part VII-B, for each year in which the grant remains outstanding. The report must include the following information for each expenditure responsibility grant: (a) The name and address of the grantee; (b) The date and amount of the grant; (c) The purpose of the grant; (d) The amounts ex

Section 7.6 — Corrective Action If the Foundation discovers or has reason to believe that grant funds have been diverted from the stated charitable purpose, misused, or otherwise expended in a manner inconsistent with the terms of the Grant Agreement, the Foundation shall take the following corrective actions: (a) Demand for Repayment. The Foundation shall promptly demand in writing that the grantee repay the diverte

ARTICLE VIII — REPORTING AND MONITORING (ALL GRANTS)

Section 8.1 — Grantee Reporting Requirements The Foundation requires all grantees to submit reports on the use of grant funds and the progress of the funded program or project. Reporting requirements vary based on the size and duration of the grant, as follows: Grants of $25,000 or Less. The grantee shall submit a final report to the Foundation within ninety (90) days of the end of the grant period. The final report