2013-04-04T12:17:17-05:00 2012-08-31 131655065 LUTZ AND CARR CPAS LLP 300 EAST 42ND STREET NEW YORK NY 10017 990 2011-09-01 136192346 ROUNDABOUT THEATRE COMPANY INC ROUN 2127199393 231 WEST 39TH STREET NO 1200 NEW YORK NY 10018 TODD HAIMES 2127199393 2013-03-21 1 FREDERICK MARTENS P00298107 2126972299 2013-03-21 2011 2016-03-07 17:11:31Z TODD HAIMES 231 WEST 39TH STREET NO 1200 NEW YORK NY 10018 82042251 0 X WWW.ROUNDABOUTTHEATRE.ORG X 1965 NY ROUNDABOUT THEATRE COMPANY IS COMMITTED TO PRODUCING THE HIGHEST QUALITY THEATRE WITH THE FINEST ARTISTS, SHARING STORIES THAT ENDURE, AND PROVIDING ACCESSIBILITY TO ALL AUDIENCES. A NOT-FOR-PROFIT COMPANY, ROUNDABOUT FULFILLS ITS MISSION EACH SEASON THROUGH THE PRODUCTION OF CLASSIC PLAYS AND MUSICALS; DEVELOPMENT AND PRODUCTION OF NEW WORKS BY ESTABLISHED AND EMERGING WRITERS; EDUCATIONAL INITIATIVES THAT ENRICH THE LIVES OF CHILDREN AND ADULTS; AND A SUBSCRIPTION MODEL AND AUDIENCE OUTREACH PROGRAMS THAT CULTIVATE AND ENGAGE ALL AUDIENCES. 38 36 1464 2926 0 0 13866650 12799319 44153873 50071394 1290242 1291582 1918981 527601 61229746 64689896 0 0 0 0 30961616 36196131 0 125750 2458877 29778030 29936500 60739646 66258381 490100 -1568485 110674622 105003170 35006643 30800198 75667979 74202972 X ROUNDABOUT THEATRE COMPANY IS A NOT-FOR-PROFIT THEATRE DEDICATED TO PROVIDING A NURTURING ARTISTIC HOME FOR THEATRE ARTISTS AT ALL STAGES OF THEIR CAREERS WHERE THE WIDEST POSSIBLE AUDIENCE CAN EXPERIENCE THEIR WORK AT AFFORDABLE PRICES. ROUNDABOUT FULFILLS ITS MISSION EACH SEASON THROUGH THE REVIVAL OF CLASSIC PLAYS AND MUSICALS; DEVELOPMENT AND PRODUCTION OF NEW WORKS BY ESTABLISHED PLAYWRIGHTS AND EMERGING WRITERS; EDUCATIONAL INITIATIVES THAT ENRICH THE LIVES OF CHILDREN AND ADULTS; AND A SUBSCRIPTION MODEL AND AUDIENCE OUTREACH PROGRAMS THAT CULTIVATE LOYAL AUDIENCES. 0 0 58599367 49561815 THEATRICAL PRODUCTIONS - DURING THE 2011/12 SEASON, ROUNDABOUT PRODUCED A TOTAL OF NINE PRODUCTIONS: - THREE BROADWAY PRODUCTIONS AT THE AMERICAN AIRLINES THEATRE: MAN AND BOY, THE ROAD TO MECCA, AND DON'T DRESS FOR DINNER; - ONE BROADWAY PRODUCTION AT STUDIO 54: HARVEY; - ONE BROADWAY PRODUCTION AT THE STEPHEN SONDHEIM THEATRE: ANYTHING GOES (EXTENDED FROM 2010-11); - THREE OFF-BROADWAY PRODUCTIONS AT THE HAROLD AND MIRIAM STEINBERG CENTER FOR THEATRE/LAURA PELS THEATRE: SONS OF THE PROPHET, LOOK BACK IN ANGER, AND THE COMMON PURSUIT; - ONE OFF-OFF BROADWAY PRODUCTIONS IN THE BLACK BOX THEATRE AT THE HAROLD AND MIRIAM STEINBERG CENTER FOR THEATRE: SUICIDE INCORPORATED. TOTAL ATTENDANCE WAS 672,806 WITH THEATRES AT AN AVERAGE 85% CAPACITY; 28,420 PEOPLE SUBSCRIBED TO ROUNDABOUT'S 2011/12 SEASON. THERE WERE 1,116 PERFORMANCES IN TOTAL AND ROUNDABOUT EMPLOYED OVER 1,000 PRODUCTION ARTISTS. ROUNDABOUT'S 2011/12 PRODUCTIONS WERE RECOGNIZED WITH 34 AWARD NOMINATIONS AND 6 WINS. 789971 0 ARTISTIC DEVELOPMENT - ROUNDABOUT IS HOME TO THE 3-PRONGED NEW PLAY INITIATIVE WHICH, DURING THE 2011/12 SEASON, INCLUDED: 8 COMMISSIONED PROJECTS TO EMERGING AND ESTABLISHED PLAYWRIGHTS IN VARYING STAGES OF DEVELOPMENT; 36 READINGS AND WORKSHOPS OF PLAYS AND MUSICALS; AND 2 PRODUCTIONS OF NEW WORK ON OUR OFF-BROADWAY STAGES AND AS PART OF OUR UNDERGROUND PROGRAM. THROUGH ROUNDABOUT UNDERGROUND, WE AIM TO FORGE STRONG RELATIONSHIPS WITH YOUNG ARTISTS AND CREATE A SAFE ENVIRONMENT WITH RIGOROUS STANDARDS IN ORDER TO INTRODUCE THESE EMERGING TALENTS TO THE CHALLENGES OF THE NEW YORK THEATRE. THE 2011/12 SEASON WAS ALSO THE FIFTH ANNIVERSARY OF THE ROUNDABOUT UNDERGROUND PROGRAM WHICH WE CELEBRATED WITH THE FIRST-EVER ROUNDABOUT UNDERGROUND READING SERIES. THROUGH OUR DIFFERENT VOICES PROGRAM, WE EXPLORE AND DEVELOP NEW WORKS BY WOMEN AND MINORITY PLAYWRIGHTS THROUGH A SERIES OF READINGS AND WORKSHOPS. AND THROUGH OUR ASSOCIATE ARTISTS PROGRAM, WE PROVIDED AN ARTISTIC HOME FOR TEN RESPECTED MEMBERS OF THE DIRECTING AND PLAYWRITING COMMUNITIES, WHO RECEIVE A STABLE BASE OF SUPPORT AND OPPORTUNITIES TO BRING US PROJECTS AT ANY POINT IN THEIR DEVELOPMENT. 1604206 233074 EDUCATION: DURING THE 2011/12 SEASON, EDUCATION @ ROUNDABOUT IMPACTED 4,204 STUDENTS AND 6,539 TEACHERS ACROSS 178 SCHOOLS THROUGH DIVERSE PROGRAMMING. ROUNDABOUT'S EDUCATION PROGRAMS ENGAGE STUDENTS IN NON-TRADITIONAL WAYS OF LEARNING IN ORDER TO HELP THEM ACQUIRE THE SKILLS NEEDED TO BE PRODUCTIVE, ENGAGED CITIZENS. EDUCATION @ ROUNDABOUT'S MISSION IS MANIFESTED THROUGH A SERIES OF COMPREHENSIVE PROGRAMS, HIGHLIGHTED BELOW: - PROFESSIONAL DEVELOPMENT: ROUNDABOUT OFFERS A VARIETY OF WORKSHOPS TO ENHANCE EACH EDUCATOR'S ABILITY TO USE THEATRE AS AN EFFECTIVE TEACHING TOOL. THESE WORKSHOPS ARE OFFERED THROUGHOUT THE YEAR TO TEACHERS, SCHOOLS, AND DISTRICTS. [FY12 IMPACT: 398 EDUCATORS]- SCHOOL-BASED PARTNERSHIPS: SCHOOL PARTNERSHIPS ARE AT THE CORE OF OUR WORK AND TARGET MIDDLE SCHOOLS AND HIGH SCHOOLS WITH LIMITED ACCESS TO THE ARTS. PARTNERSHIP RESIDENCIES PROVIDE IN-DEPTH PROGRAMS THAT CONNECT THE PROCESS OF THEATRE PRODUCTION TO THE SCHOOL CURRICULUM. RESIDENCIES CAN RANGE FROM 8-10 ARTIST VISITS IN A SINGLE CLASSROOM TO YEAR-LONG PARTNERSHIPS THAT TAKE PLACE IN SEVERAL CLASSROOMS OR GRADE LEVELS WITHIN THE SCHOOL. SPECIALIZED TEACHING ARTISTS WORK WITH EDUCATORS TO DETERMINE RESIDENCY GOALS AND SUCCESS MEASUREMENT TOOLS TO ENSURE THAT RESIDENCIES FULFILL TARGETED EDUCATION NEEDS. [FY12 IMPACT: 2,566 STUDENTS; 164 EDUCATORS]- THEATRE ACCESS: THIS PROGRAM PROVIDES FREE AND DISCOUNTED MATINEE TICKETS TO ROUNDABOUT PRODUCTIONS FOR STUDENT GROUPS FROM THROUGHOUT THE TRI-STATE AREA. TEACHERS ARE INVITED TO PARTICIPATE IN PROFESSIONAL DEVELOPMENT WORKSHOPS AND CAN RECEIVE LESSON PLANS TO PREPARE THEIR STUDENTS FOR A TRIP TO ROUNDABOUT. PRE-SHOW WORKSHOPS ARE ALSO AVAILABLE FOR STUDENTS. [FY12 IMPACT: 1,059 STUDENTS; 96 EDUCATORS]- CAREER DEVELOPMENT PROGRAM: ROUNDABOUT'S CAREER DEVELOPMENT PROGRAM OFFERS A WIDE RANGE OF HANDS-ON LEARNING OPPORTUNITIES FOR YOUNG PEOPLE INTERESTED IN THEATRE ADMINISTRATION OR PRODUCTION CAREERS. DURING FY12, RTC LAUNCHED A 9-MONTH APPRENTICE PROGRAM, ENABLING A RICHER AND LONGER-TERM EXPERIENCE FOR PARTICIPANTS. [FY12 IMPACT: 560 STUDENTS; 24 SCHOOLS] 0 60993544 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 0 0 0 1 1 0 0 0 0 1 1 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 1 200 0 1464 1 0 0 0 0 0 1 1 0 0 0 0 X 38 36 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY NJ CT CA X X SUSAN NEIMAN 2127199393 231 WEST 39TH STREET 12TH FLOOR NEW YORK NY 10018 TODD HAIMES 40.00 X X 385609 0 46191 THOMAS E TUFT 2.00 X X 0 0 0 MARY C SOLOMON 1.00 X X 0 0 0 SAMUEL R CHAPIN 1.00 X X 0 0 0 LAWRENCE KAPLEN 1.00 X X 0 0 0 LESLIE E BAINS 1.00 X 0 0 0 JAMES J BURKE JR 1.00 X 0 0 0 JIM CARTER 1.00 X 0 0 0 MARY CIRILLO-GOLDBERG 1.00 X 0 0 0 EDWARD E COHEN 1.00 X 0 0 0 MICHAEL T COHEN 1.00 X 0 0 0 DOUGLAS DURST 1.00 X 0 0 0 MIKE DE GRAFFENRIED 1.00 X 0 0 0 SYLVIA GOLDEN 1.00 X 0 0 0 PATRICIA R GOLDSTEIN 1.00 X 0 0 0 JOHN R GORDON 1.00 X 0 0 0 HARRY E GOULD JR 1.00 X 0 0 0 PERRY B GRANOFF 1.00 X 0 0 0 MAUREEN A HAYES 1.00 X 0 0 0 STEPHANIE KRAMER 1.00 X 0 0 0 ABBY F KOHNSTAMM 1.00 X 0 0 0 GENE R KORF 1.00 X 0 0 0 CAROLE S KRUMLAND 1.00 X 0 0 0 CATHY LASRY 1.00 X 0 0 0 MARK J MANOFF 1.00 X 0 0 0 DAVID E MASSENGILL 1.00 X 0 0 0 JOHN P MCGARRY JR 1.00 X 0 0 0 CAROL MITCHELL 1.00 X 0 0 0 CYNTHIA NIXON 1.00 X 0 0 0 LAURA PELS 1.00 X 0 0 0 MERYL D HARTZBAND 1.00 X 0 0 0 CHARLES RANDOLPH-WRIGHT 1.00 X 0 0 0 STEVEN A SANDERS 1.00 X 0 0 0 STEVEN SCHROKO 1.00 X 0 0 0 CHIP SEELIG 1.00 X 0 0 0 BERYL SNYDER 1.00 X 0 0 0 JOHS WORSOE 1.00 X 0 0 0 ADAM ZUROFSKY 1.00 X 0 0 0 KATHERYN PATTERSON KEMPNER 1.00 X 0 0 0 HAROLD WOLPERT 40.00 X 246809 0 23249 JULIA LEVY 40.00 X 289332 0 24115 SYDNEY A BEERS 40.00 X 175091 0 35874 LYNNE GREGORY 40.00 X 237133 0 23764 STEVE BEERS 40.00 X 215613 0 50782 BRIAN BEDFORD 40.00 X 363271 0 17255 ANDREW FORSTE 40.00 X 180886 0 52066 JOHN MCMARTIN 40.00 X 173555 0 25120 JOSH WEITZMAN 40.00 X 162363 0 46731 2429662 0 345147 50 0 1 0 GOTHAM SECURITY CONSULTANTS INC 556 SHAWANGA LODGE ROAD BLOOMINGBERG NY 12721 SECURITY SERVICES 657545 KATHLEEN MARSHALL CO CREATIVE ARTISTS A 162 5TH AVE 6TH FL NEW YORK NY 10010 DIRECTOR/ CHOREOGRAPHER 536899 THE COLE PORTER MUSICAL AND LITERARY PRO 1285 AVENUE OF THE AMERICAS 31ST FL NEW YORK NY 10019 AUTHOR 426207 C&W CLEANING SERVICE INC 309 LAFAYETTE AVENNUE SUITE 11-I BROOKLYN NY 11238 CLEANERS/JANITORIAL 307053 BONEAUBRYAN-BROWN 1501 BROADWAY SUITE 1314 NEW YORK NY 10036 PRESS REPRESENTATION 277401 9 2281690 1661021 8856608 458499 12799319 ADMISSION/SUBSCRIPTION 711110 49529977 49529977 CONCESSION INCOME 453220 308343 308343 EDUCATION WORKSHOPS 611600 233074 233074 50071394 366130 366130 87343 87343 595272 193543 401729 401729 401729 17594000 2050 16670598 0 923402 2050 925452 925452 488214 2281690 488214 0 MISCELLANEOUS INCOME 900099 38529 31838 6691 38529 64689896 49794889 0 2095688 1616267 800929 443067 372271 26785570 24864433 884331 1036806 1815024 1724385 45285 45354 3696795 3486520 106109 104166 2282475 2067171 96739 118565 32770 13108 19662 66043 32509 27598 5936 73782 73782 24217 2422 16952 4843 125750 125750 563761 336865 217269 9627 8499971 8499971 513763 338805 38830 136128 2505902 2505902 4575906 4083647 405126 87133 782583 746132 22404 14047 851608 851608 2965598 2809643 128350 27605 461672 304130 132943 24599 DIRECT PRODUCTION COSTS 6845403 6845403 0 0 OTHER EXPENSES 583989 300238 139881 143870 SPECIAL SERIES & EVENTS 311295 140000 6058 165237 PRINTING & PUBLICATIONS 278237 239723 1574 36940 66258381 60993544 2805960 2458877 4494825 821105 1594483 555619 9139700 7912147 1283336 410171 4829164 4772558 83863736 24318833 59065353 59544903 24878952 24510936 3922699 5073024 1466110 1402707 110674622 105003170 3801019 4279742 13143228 8966924 16167806 15734721 1894590 1818811 35006643 30800198 X 66074274 65163906 7971519 7416880 1622186 1622186 75667979 74202972 110674622 105003170 X -1568485 103478 X 0 1 1 X 0 X 18030759 12994816 15988208 13866650 12799319 73679752 18030759 12994816 15988208 13866650 12799319 73679752 4024078 69655674 1466911 911887 2014299 3578590 1050795 9022482 176735 37049 73979 391443 38529 717735 83419969 200297908 0.83500 0.82080 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 24217 24217 66234164 66258381 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 40694 35663 24889 24217 125463 250000 250000 250000 250000 1000000 1500000 16395277 3825 784717 73599 17110220 14738289 92178 1564810 16395277 17032472 305110 1121070 3720363 14738289 17494778 441373 -875672 28007 17032472 0.88210 0.09470 0.02320 0 0 33854444 6848670 27005774 44006672 14783533 29223139 6002620 2686630 3315990 59544903 DEFERRED RENT EXPENSE 1818811 1818811 64689896 66258381 -1568485 103478 103478 -1465007 64793374 103478 103478 64689896 0 64689896 66258381 0 66258381 0 66258381 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE ORGANIZATION'S ENDOWMENT PROVIDES LONG TERM FINANCIAL STABILITY. EARNINGS ARE TO SUPPORT THE ARTISTIC AND EDUCATIONAL INITIATIVES OF THE INSTITUTION. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: MANAGEMENT HAS EVALUATED ALL INCOME TAX POSITIONS AND CONCLUDED THAT NO DISCLOSURES RELATING TO UNCERTAIN TAX POSITIONS WERE REQUIRED IN THE FINANCIAL STATEMENTS. X X X X X X X 1 SHAKIN BOREYKO CONSULTING 125 EAST 93RD ST NY NY 10128 GRANT WRITER 0 0 12000 0 COMMUNITY COUNSELING SERVICES COMPANY PO BOX 27462 NY NY 10087 CAPITAL CAMPAIGN CONSULTANT 0 0 113750 0 125750 NY NJ CT CA SPRING GALA 2290729 1978489 312240 90618 79755 141867 CONCERT 479175 303201 175974 16800 159174 2769904 2281690 488214 90618 96555 301041 488214 0 X 1 1 X X X 0 0 0 1 0 0 0 0 0 TODD HAIMES 385609 0 0 0 0 0 23675 0 22516 0 431800 0 0 0 HAROLD WOLPERT 246809 0 0 0 0 0 4410 0 18839 0 270058 0 0 0 JULIA LEVY 289332 0 0 0 0 0 5553 0 18562 0 313447 0 0 0 SYDNEY A BEERS 175091 0 0 0 0 0 20259 0 15615 0 210965 0 0 0 LYNNE GREGORY 237133 0 0 0 0 0 4320 0 19444 0 260897 0 0 0 STEVE BEERS 215613 0 0 0 0 0 31041 0 19741 0 266395 0 0 0 BRIAN BEDFORD 363271 0 0 0 0 0 12811 0 4444 0 380526 0 0 0 ANDREW FORSTE 180886 0 0 0 0 0 31511 0 20555 0 232952 0 0 0 JOHN MCMARTIN 173555 0 0 0 0 0 16518 0 8602 0 198675 0 0 0 JOSH WEITZMAN 162363 0 0 0 0 0 28427 0 18304 0 209094 0 0 0 PART I, LINE 1A THE ORGANIZATION PAID THE TRAVEL EXPENSE OF THE ARTISTIC DIRECTOR'S SPOUSE FOR ONE TRIP DURING THE FISCAL YEAR. PART I, LINE 5 PURSUANT TO CONTRACT AND ROLE AS DIRECTOR, A PORTION OF THE COMPENSATION PAID TO BRIAN BEDFORD, ACTOR/DIRECTOR, REPRESENTED A ROYALTY BASED ON A PERCENTAGE OF TICKET SALES REVENUE. PART I, LINE 6 SUPPLEMENTAL INFORMATION PART III PART II - RETENTION AGREEMENT RELATED TO COMPENSATION IN 2005, THE THEATRE ENTERED INTO A RETENTION AGREEMENT WITH THE ARTISTIC DIRECTOR UNDER WHICH, UPON THE COMPLETION OF CONTINUOUS SERVICE UNTIL MAY 7, 2018, HE WILL RECEIVE A LUMP-SUM OF $3.2 MILLION. IT IS THE THEATRE'S INTENTION TO MAKE SINKING-FUND PAYMENTS OF $142,000 ANNUALLY TO FULLY FUND THIS OBLIGATION OVER THE LIFE OF THE AGREEMENT, ASSUMING A 7% DISCOUNT RATE. THROUGH AUGUST 31, 2012, A CUMULATIVE TOTAL OF $1,557,821 HAS BEEN ACCRUED AND IS FULLY FUNDED. SHOULD THE THEATRE REPLACE THE ARTISTIC DIRECTOR OR CURTAIL HIS DUTIES OTHER THAN FOR CAUSE, PARTIAL PAYMENT WOULD BE DUE IF SUCH ACTION OCCURRED PRIOR TO THE EIGHTH ANNIVERSARY, WITH FULL PAYMENT DUE IF THEREAFTER. NYC INDUSTRIAL DEVELOPMENT AGENCY 132906040 64971CU69 2003-07-23 17720000 PURCHASE OF STUDIO 54 0 0 0 17200000 344979 16855021 2003 0 0 1 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0 0 FORM 990, SCHEDULE K, PART V PROCEDURES TO UNDERTAKE CORRECTIVE ACTION DURING THE YEAR ENDED AUGUST 31, 2012, THE ORGANIZATION HAD PROCEDURES IN PLACE USED TO REPORT ON ITS BOND ISSUE TO COMPLY WITH THE FEDERAL TAX REQUIREMENTS, AND IS IN THE PROCESS OF MEMORIALIZING SUCH PROCEDURES IN WRITING. STEVE BEERS FAMILY RELATIONSHIP WITH KEY EMPLOYEE SYDNEY BEERS 253469 PAYMENT OF SERVICES 0 ONE BRYANT PARK LLC BUSINESS RELATIONSHIP - BOARD MEMBER DOUGLAS DURST HAS OWNERSHIP INTEREST 983154 PAYMENT FOR RENT AND OTHER OCCUPANCY EXPENSES PURSUANT TO LEASE AGREEMENT 0 0 X 23 209687 QUOTED MARKET VALUE X CAR SERVICES 1 4467 ESTIMATED RETAIL VALUE X AIR TICKETS 1 153333 ESTIMATED RETAIL VALUE X FOOD/BVG. 9 88212 ESTIMATED RETAIL VALUE X PRINTING/MAIL HOUSE 1 2800 ESTIMATED RETAIL VALUE 0 1 0 NUMBER OF VOLUNTEERS FORM 990 PART I, LINE 6: THIS VOLUNTEER TOTAL INCLUDES NUMEROUS VOLUNTEER USHERS WHO GENERALLY WORK ONE PERFORMANCE. FORM 990, PART VI, SECTION B, LINE 11 THE 990 IS FIRST REVIEWED BY MANAGEMENT, THEN THE AUDIT COMMITTEE, AND FINALLY IS PRESENTED TO THE BOARD OF DIRECTORS IN ADVANCE OF FILING. FORM 990, PART VI, SECTION B, LINE 12C THE DISCLOSURES ARE REVIEWED ANNUALLY BY THE NOMINATING & GOVERNANCE COMMITTEE AND THE AUDIT COMMITTEE. THROUGHOUT THE YEAR, AS ANY POTENTIAL CONFLICTS ARE IDENTIFIED THEY ARE ADDRESSED BY THE ABOVE COMMITTEES. ISSUES ARE ADDRESSED BY DISCLOSING THEM TO THE BOARD AND ASKING THE PARTY INVOLVED TO REFRAIN FROM VOTING ON THE RELEVANT ISSUE. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE CONSISTING OF THREE INDEPENDENT BOARD MEMBERS, REVIEWS THE PERFORMANCE OF THE CHIEF EXECUTIVE OFFICER, REVIEWS AVAILABLE DATA ON COMPENSATION OF EXECUTIVES IN COMPARABLE NON-PROFIT PERFORMING ARTS ORGANIZATIONS AND MAKES A RECOMMENDATION WITH RESPECT TO THE CHIEF EXECUTIVE OFFICER'S COMPENSATION TO THE OPERATING COMMITTEE (CONSISTING OF 12 DISINTERESTED MEMBERS AND THE CHIEF EXECUTIVE OFFICER WHO ABSENTS HIMSELF DURING COMPENSATION DISCUSSIONS). THE OPERATING COMMITTEE REVIEWS THE COMPENSATION COMMITTEE'S RECOMMENDATION AND RECOMMENDS ITS ACCEPTANCE OR MODIFICATION TO THE FULL BOARD FOR THE BOARD'S APPROVAL. THE COMPENSATION COMMITTEE PERFORMS A SIMILAR FUNCTION WITH RESPECT TO THE MANAGING DIRECTOR AND EXECUTIVE DIRECTOR BASED UPON THE RECOMMENDATION OF THE CHIEF EXECUTIVE OFFICER. ITS RECOMMENDATIONS ARE ACTED UPON BY THE OPERATING COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 THESE DOCUMENTS ARE MADE AVAILABLE UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 103,478.