Return of Organization Exempt From Income Tax Form Under section 5D1(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung 990 benefit trust or private foundation) Depar4nent of the Treasury 0, 1 2002 internal Revenue service The organization may have to use a copy of this return to satisfy state reporting requirements . A For the 2002 calendar year, ortaxyear period beginning JUL i 2002 and ending JUN 30 , 2003 B Check If C Narne of organization D Employer Identification number applicable: usePlease IRS =TED JEWISH APPEAL - FEDERATION OF 9~ prln~t~or EWISS PHILANTHROPIES OP INC, 51-0172429 Names type. Number and street (or P.O. box if mail 01-9 see (s not delivered to street address) RooMsude E Telephone number e;, Speclflc130 BAST 59TH STREET (212)836-1327 Final Instruo- Oremm y , City or town, state or country, and ZIP + 4 F Aocauntnp method 0 Cash EEAccrual ~Amanded realm FEW YORK , NY 10022-1302 ~Application " pending Section 501 (c)(3) organizations and 4947(a)(1) nonexempt charitable trusts H and I are not applicable to section 527 organizations . must attach a completed Schedule A (Form 990 or 990-EZ) . H(a) Is this a group return far affiliates? ~ Yes ~ No H(b) If "Yes," enter number of affiliates J Organization type (chekonhona) 110' [jLj 501(c) ( 3 ) " pnsert no.) = 4947(a)(1) or = 52 H(c) Are all affiliates included? N/A 0 Yes ~ No (If "No ; attach a list.) K Check here " = if the organization's grass receipts are normally not mare than $25,400 . The H(d) Is this a separate return filed by an or- organization need not file a return with the IRS; but if the organization received a Form 990 Package aanization covered by a croup ruling? F-1 Yes Eil No in the mail, it should file a return without financial data. Some stales require a complete return . M Check " U if the organization is not required to attach L Gross recei ts : Add lines 6b, Sb, 9b, and 10b to line 12 . 683 628 000 . Sch . B (Form 990, 990-EZ, or 990-PF) . Revenue Expenses, and Changes in Net Assets or Fund Balances 'buttons, gifts, grants, and similar amounts received: DireV r public support ...... 167,772,000 .-'--.--- pwi ct public support ...... 1b MM V mment contributions (grants) ...... 1c . ,. :. (add lines 1a through ic) (cash $ 167,772,000 . noncash $ ) , 1d 167 772 000, ILJ 2 (~rp am service revenue including government fees and contracts (from Part VII, line 93) ...... ,. . 2 201 000, 3 On ership dues and assessments ...... _, ,......  .,., . 4 ~ st on savings and temporary cash investments .,..._ ...... 4 5 ~Bidi nds and interest from securities ...... , ...., .,., ...... 5 6 , 900 , 000 . Gro rents ...... Ba s 085 000 . "". ~-" . rental expenses ...... Bh 2 , 013 . 000 .V,~'~ -, c Net rental income or (loss) (subtract line 6b from line 6a) ......  ,. . ,.. 6c 4 , 072 , 000 . m 7 Other investment income (describe 1 INCOME FROM OIL AND GAS PROPERTIES 7 1 , 841 , 000 . e 8 a Gross amount from sale of assets other A Securities B Other a than inventory ......  491 663 000, 8a `" S b Less: cost or other basis and sales expenses, ...... , 486 , 666 ,000 . 8b "... ;. ; c Gain or (loss) (attach schedule) ....,....... .,.,.,..  4 , 997 , 000 . 8c d Net gain or (loss) (combine fine 8c, columns (A) and (B)) ..,. .... Trrr .l ...... ,.,... .. 8d 4 , 997 , 000 . 9 Special events and activities (attach schedule) a Gross revenue (not including $ 0 , of contributions 0 reported an line 1a) ...... 9a s 752 , ooo, ~yv ......  .< Z b Less : direct expenses other than fundraising expanses ., .,...... , ......,...... 9b 4 , 233 . 000 . :.,-3-, ` c Net income or (loss) from special events (subtract line 9b tram line 9a) ...... s8 STAT,~TT;Z .,..... 9c 519 000, 10 a Gross sales of inventory, less returns and allowances  ...... 10a D b Less: cost of goods sold .- ...... 10b . : : c Gross profd or (loss) from sales of inventory (attach schedule) (subtract line tOb from line 10a) ... .....,....,..,.. .., Z 10e 11 Other revenue (from Part VII, line 103) ...... 11 4 , 414 , 000 . 12 Total revenue add lines 1d 2 3 4 5 6c 7 8d 9c 10c and 11 ...... 12 190 716 000, 18 Program services (from line 44. column (B)) ...... 18 154 , 298 , 000 . 14 Management and general (from line 44, column (C)) .....,.. ......... 14 12 651 000, 27 912 000, 15 Fundraising (from line 44, column (0)) _. ,. ,.. ...... - .-.----...... 15 18 Payments to affiliates (attach schedule) ...... 16 194 871 000 . 18 Excess or (deficit) for the year (subtract fine 17 from line 12) ...... <4 , 155 , 000 . , y 19 Net assets or fund balances at beginning of year (from line 73, column (A)) 601 , 787 , 000 . Z~ 20 Other changes in net assets or fund balances (attach explanation) . saa S,TATED~iT 3 21 Net assets or fund balances at end of ear combine lines 18, 19, and 20 ...... 603,333,000, oi-zz-'03 LHA For Paperwork Reduction Act Notice, see the separate instructions . Form 990 (2002) 1 177il1gl1^7 iKiFiR RR1 (1177d7Q 7!1(17 (1Q(1(1(1 TTi%TTrPFTI .TF'WTCH AUpFAT. . FFflF RS1 01 771 UNITED JEWISH APPEAL - FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK INC. 51-0172429 Statement of All organizations must complete column (A) Columns (8), (C), and (D) are required for section 501(c)(3) Page 2 Functional Expenses and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optional for others Do not include amounts reported on line Program (C) ; j (p) Total (B) Management (D) Fundraising 6b 8b 9b 10b or 16 of Part l. services and general 22 Grants and allocations (attach schedule) cash $143 893 000 . noncashS 22 143 893 000, 143 , 893 , 000 . -S''P~r4 " ~_ ; , 29 Specific assistance to individuals (attach schedule) 23 24 Benefits paid to odor members (attach schedule) 24 25 Compensation of officers, directors, etc.  ,.. . .  25 1 , 669 , 000 . 340 000, ,414 000, 915 000, 26 Other salanesandwages  . ,_  ,.. 96 27 150 000 . 5 539 000, 6 733 000, 14 878 000 . 27 Pension plan contributions . . .., ., .., ., , .. . . . 27 1 , 416 , 000 . 289 000 . 351 000 . 776 000, 28 Other employee benefits ., ...... , . . ,  , 28 3 , 752 , 000 . 766 000, 930 000, 2 , 056 , 000 . 29 Payroll taxes ., .. ._ ...... ., ..... 29 2 , 020 , 000 . 412 , 000 . 501 , 000 . 1 , 107 , 000 . 30 Professional fundraising fees ...., ...... 30 31 Accounting fees ...... ...... 31 257 , 000 . 52 , 000 . 64 , 000. 141 , 000 . 32 Legal fees ...... 32 154 000 . 32 , 000 . 38 , 000 . 84 , 000 . 33 Supplies ...... 38 736 000, 150 000, 183 000 . 403 000, 84 Telephone ., . ..,_.. , . .,_ . ....., ., ....  . .., . ,., 34 593 000, 121 000, 147 ~ 000 . 325 000, 35 Postage and shipping ._ ... ,.....  ,.., ., .. 35 759 000, 155 000, 188 , 000 . 416 000 . 36 Occupancy ...... , . ..., ...... 38 2 , 752 , 000 . 561 , 000 . 683 , 000 . 1 , 508 , 000, 87 Equipment rental and maintenance .,_,. ,., 37 342 , 000 . 70 , 000 . 85 , 000 . 187 , 000 . 38 Punting and publications , ._ , ..,....,.., .., .. 38 1 , 171 , 000 . 239 000, 290 000, 642 000 . 39 Travel ...... 39 751 , 000 . 152 , 000 . 187 , 000 . 412 , 000 . 40 Conferences,canventions,andmeetings ........ _ 40 102 000, 21 , 000 . 25 , 000 . 56 , 000 . 41 Interest ...... 41 24 , 000 . 5 , 000 . 6 , 000 . 13 , 000 . 42 Depreciation, depletion, etc. (attach schedule) ~.. 42 2 , 018 , 000 . 412 , 000 . 500 000, 1 , 106 , 000 . 43 Other expenses not covered above (itemize): a 48a b 43b C 48c d 43d g 388 STATEMBDiT 6 438 5,312,000 . 1,089,000, 1,336,000, 2,887,000 . a n onal ex enses nes rou 44 QanaauoWscomple'ngcdumns( }~~, canyUbset~tals 6rros1&15 44 194 , 871 , 000 .1 154 , 298 , 000 .1 12 , 661,00 0 , 27 , 912 , 000 Joint Costs. Check *F-1 if you are following SOP 9&2 . Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? ., ......... ,.. " 0 Yes ~ No If 'Yes " enter (f) the aggregate amount of these joint costs $ ; (li) the amount allocated to Program services $ III the amount allocated to Management and general $ ' and iv the amount allocated to Fundraisin ~; : Statement of Program Service Accomplishments What is the organization's primary exempt purpose? 1110. SIR STATEMENT 7 Pro ram Service penses All organizations must describe their exempt purpose achievements In s clear and concise manner. State the number of client served, publications Issued, etc. Diewss (Required for 801(c)(3) and achievements that are not measurable. (Section 507(c)(3) and (4) organizations and 4947(e~(1) nonaxampt thematic trusts must also enter the amount of grants and allocations m others.) trust; but optional for othen a OVERSEAS SEE STATEMENT 8

83 .299 000_11 89 .322 .000 b CO t+II4iJNITY CENTERS AND SEE STATEbCNT 8

7 .904_000 .11 19 .199 .000 C HUMAN SERVICES SEE STATHMSNT 8

16_297_000 .11 17 .475 .000 d JSWISH BDUCATIODi AND SHE 3TAT$I~TTT T 8

Grants and allocations 12 413 000 . 13 , 311 ,000 . B Other program services (attach schedule) sTATE)CINT 9 (Grants and allocations $ 13 , 980 , 000 . )l 14 991 000, f Total of Program Service Expenses (should equal line 44, column (B), Program services) ._ ...... , .. .., ...... _ " 154 , 298 , 000 . .~ Form 990 (2002) 2 en-7 7c 1 C7c nC1A'177A70 7(1(17 ~1~(1(1(1 TTATTTT.'T) .TFWTCH nUUFAT . .- FF11F R51(11771 r UNITED JEWISH APPEAL - FEDERATION OF Form 390 (2402) JEWISH PHILANTHROPIES OF NEW YORK INC, 51-0172429 P299 3

~Balance Sheets

Note : Where required, attached schedules and amounts within the description column (A) (B) should be forend-of-yearamounts only. Beginning of year End of year

45 Cash-non-interest-hearing  . . ., ...... _ , . .., , _ ...... 5 , 557 , 000 . 45 4 , 809 , 000 . 48 Savings and temporary cash investments ...... _ ,., .,...  ., ......  , ,., ...... 70 256 000, 48 98 , 433 , 000 .

47 a Accounts receivable . . ... ,.... ,. .., ...., ......, .. ... 47a 2 , 507 , 000 . b Less : allowance fordoubtful accounts , ...... 47b 2 , 065 , 000 . 47c 2 , 507 , 000 . :. . . ., h 48a Pledges receivable ......  , ., .. ..., ., ..., .,. . , 48a 93 , 493 , 000. b Less : allowance for doubtful accounts ...... 48b 22 , 742 , 000 . 75 , 903 , ooa . 48c . 70 751 000 . 49 Grants receivable ...... 49 50 Receivablas from officers, directors, trustees, and key employees ...... 50 w . ., y 51 a Other notes and loans receivable $T'~1C`0 51a 21 , 296 . 000 . b Less : allowance fordoubtful accounts ...... 51b 2 , 014 , 000 . 14 , 145 , 000 , 51c 19 , 282 , 000 . 52 inventories for sale or use ...... 52 53 Prepaid expenses and deferred charges ......  .., .., ...., . . ,. .., ..., .  , , 924 , 000 . 53 1 , 252 , 000 . 54 Investments -securdies sTrrr 11 ...... sTrrr I :.k ., ...... " 0 Cost GLI FMV 505 , 515 , 000 . 64 488 , 719 , 000 . 55 a Investments - land, buildings, and .; equipment: basis 55a 18 ,7 ea 00o . ~'

b L6ss :accumulated depreciation ...... 55b 14 157 000, 5 682 000, 55c 4 , 627 ,000 . 56 Investments-other ,, . ,  ,SSSSTATSMENT13, .. ..., ...... 1 733 , 000 . 56 1 , 529 , 000 . , . 57 a Land, buildings, and equipment: basis ., . . ., .., ...... 57a 11 , 718 , 000, ' ~t` b Less : accumulated depreciation ...... , ..... 57b 7 , 934 , 000 . 4 , 120 . 000 . 57c 3 , 784 , 000 ._ 58 Other assets (describe 1 988 QT ; TSMSNT 14 } 26 , 205 , 000 . 58 26 639 000,

59 Total assets addlines 45through 58 mustequal iine74 )...... 712 , 105 . 000 . 59 722 , 332 , 000 . 60 Accounts payable and accrued expenses ...,...5jg .5tKT,HH;~Et~[,15" .., . 17 577 000 . 80 16 , 380 , 000 . 14 696 000 . 27 , 237 , 000 . 61 Grants payable ...... --- ...... --- ...... 61 52 Deferred revenue ...... 62 63 Loans from officers, directors, trustees, and key employees ...... 89 64 a Tax-exempt bond liabilities ...... 64a b Mortgages and other notes payable ...... 64b 65 Other liabilities (describe I SEE STATEKSNT I5A ) 73 , 045 , 000 , 65 75 , 382 , 000 .

66 Total liabilities addlines 60throu h65 ...... 110 , 318 , 000 . 65 118 , 999 , 000 . Organizations that follow SFAS 117, check here 1 ~ and complete lines 67 through "`

69 and lines 73 and 74. ~z . " .r. 87 Unrestricted ...... 291 . 001 , 000 . 67 303 , 367 , 000 . m 68 Temporarily restricted ...... 144 , 698 , 000 . 88 130 355 000 . m 89 Permanently restricted ...... 166,088,000 . 69 169,611,000 . Organizatlons that do not follow SFAS 117, check here " E:] and complete lines C 70 through 74. ~ `F'`'.. .~° 70 Capital stock, trust principal, or current funds ...... 70 y 71 Paid-In or capital surplus, or land, building, and equipment fund ...... 71 72 Retained earnings, endowment, accumulated income, or other funds ...... 72 Z 79 Total net assets or fund balances (add lines 67 through 69 or lines 70 through 72; .,. column (A) must equal line 19; column (B) must equal line 21) .. . ... .. ...,..... ...,... 601 ,787 , 000 . 73 603 333 000 . 74 Total liabilities and net assets i fund balances (add lines 66 and 73) .., 712 105 000 . 74 722 , 332 , 000 . Forth 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization. How the public perceives an organization fn such cases may be determined by the mformadon presented on its retain. Therefore, please make sure the retain is complete and accurate and fully describes, in Part l11, the organization's programs and accomplishments .

223021 01-?2-03 3 17Z7(1d77 ZR1 SZS RR'I(1l7id,)Q i1111i (10n(1n rnKTTmz+n Tz+raTev rnnz~Tr IMLIt,z+ nC 1 ni '7) 1 t UNITED JEWISH APPEAL - FEDERATION OF Form 990 202 JEWISH PHILANTHROPIES OF NEW YORK . INC . 51-0172429 Page 4 Reconciliation of Revenue per Audited ad - Reconciliation of Expenses per Audited Financial Statements with Revenue per Financial Statements with Expenses per Return Return . ~ r...... a Total revenue, gains, and other support -Z a Total expenses and losses par ~ "`~~ <' peraudited financial statements ...... " a 198 730 000 . audited financial statements ...... " a 197 , 184 , 000 . b Amounts included on line a but not an b Amounts included on Ifne a but not on line 17, Form 990 : line 12, Form 990- .~+ ,' ' (1) Donated services (1) Net unrealized gams : ;:and useoffacilities .,.S 300,000, .'' investments ...... 5 5,701,000 . (2) Prior year adjustments 'Son Y` r . ,. ' l21 Donated services reported on line 20, `. ~' .s I and use of facilities . .. $ 300,000 . Form 990 ...... $ (3) Recoveries of prior (3) Losses reported on ,<. . .. :;. ;., " year grants ...... $ line 20, Form 990 ... $ (A) Other (specify): 4~ . . (4) Other (specify): h` ' $ . .. . RENTAL EXPENSE s Z,o13,000 ...... Add amounts on lines (1) through (4) . . " b 6 , 001 , 000 . Add amounts on lines (1) through (4) ...... " b 2 , 313 , 000 . c Line a minus line b ...... ...... " c 192 729 000, c Line a minus line b ...... " c 194,871,000 . d Amounts Included on line 12, Form d Amounts included on line 17, Form 990 but not on line a: ysw+ . 990 but not on line a: ' :- (1) Investment expenses l1 1 Investment expenses not included on `` fnot included on ~t .f ~::~`~ + I'' v line 6b Form 990 ,. . 5 "f Sr`' ">rti`.`, ~ ~ ,r~ .. line 6b , Form 990 (2) Other (specify): . '> (2) Other (specify) : RENTAL EXPENSE $

------

------

------

------

------

------

------

75 Did any office, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related organizations, of which more than $10,000 was provided by the related organizations? If 'Yes,' attach schedule . , [D Yes 0 No Form 990 (2002) zz3031 01-zz-03 4 n 1 71 /I') D Inn) IIAI\I\I% TTATTT%nr TwTdToV ATTTTT 'nTTT TC1A'1'7n '1 UNITED JEWISH APPEAL - FEDERATION OF Form 9JO(2002) JEWISH PHILANTHROPIES OF NEW YORK- INC 51-0172429 Pages

76 Did the organization engage in any activity not previously reported to the IRS? If "Yes; attach a detailed description of each activity ,_ . . .. . 75 x 77 Were any changes made in the organizing or governing documents but not reported to the IRS? ., ..,...... ,. ~TATf.MWT .. . 177 .,...... 77 x If "Yes," attach a conformed copy of the changes . 78 a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? . ,_ , .   78a x b If "Yes," has it filed a tax return an Form 990-T for this year? .. . _. ... , .,.. .,........ ,. ,.,., , .. ..,...... ,...... ., . .. .., . .. 78b x 79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? .,. ....... ,.. . . .,.,..,...... , . _...... 79 x If "Yes," attach a statement BO a Is the organization related (other than by association with a statewide or nationwide organization) through common membership, , , governing bodies, trustees, officers, etc., to any other exempt or nonexempt organization? . , ..,. , ,., ...... , . . Boa X b If 'Yes,' enter the name of the organization 10- SEE STATEMENT 18 and check whether it is x[] exempt or ~ nonexempt. 81 a Enter direct or indirect political expenditures . Sea line 81 instructions ,...... 81a 0 . . ..".. b Did the organization file Form 1120-POL for this yeah? ......  . ..., . ....,...., ., ,_, ....... , ,., ...... , 81b x , 82 a Did the organization receive donated services orthe use of materials, equipment, orfacilities at no charge or at substantially less than fair rental value? ...... 82a x b If "Yes ; you may indicate the value of these items hers. Do not include this amount as revenue in Part I or as an >:, . { ... expense in Part II . (See instructions in Part IIi .) ...... 82b 300 000 .':''%%'4.i s ~~ r i .s + . ^ 83 a Did the organization comply with the public Inspection requirements for returns and exemption applications? ......  , ... . ...., ...... 838 x b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? .....,...... ,.. ., ...... 8311 x 84 a Did the organization solicit any contributions or gifts that were not tax deductible? ...... ,. ,., ...... ,. ,. .,  84a x b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not n . ., . . , , . tax deductible? ...... ,...... NIA..  ... ., .. .~8411 . 85 501(c)(4), (5), or (6) organizations. a Were substantially all duns nondeductible by members? ...... ., ...... , ., ., , nr/t+, . _. 85a 6 Did the organization make only in-house lobbying expenditures of $2,000 or less? ...... ,...... , ., . .., ., ...... , ..., .., ., x(A , ...  , 866 If "Yes" was answered to either 85a or 85h, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year. c Dues, assessments, and similar amounts from members .,.,..., ... , ,. ...... ,.,. ..., ....... , 85c N/A ~ "~' ` .{ ~~ " :' < f r d Section 162(e) lobbying and political expenditures . .,....,... ., . . ....... ., ..,.. ...,.,., ...... _, . 85d N/A e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices ...... 85e N/A i Taxable amount of lobbying and political expenditures (line 85d less 85e) ...... 8511 N/A g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? ,.. , , ...... ,_ ...... N(,A,. ..... , 85 n h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its reasonable. estimate of dues allocable to nondeductible lobbying and political expenditures forthe following tax year? ...... 85h 85 501(c)(7) organizations. Enter. a Initiation fees and capital contributions included on line 12 .... , S6a N/A b Gross receipts, included on line 12, for public use of club facilities .. . _._...... ,...... , 87 501(c)(12) organizations. Enter: a Gross income from members nrshareholders .._. ,....., . , .. 87a N/A ~'''''~~ b Gross income from other sources . Do not net amounts due or aid to other sources against amounts due or received from them.) ...... 87b N/A 88 At any time during the year, did the-organization own a 50% or greater interest In a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301 .7701-2 and 301 .7701-3? If "Yes," complete Part IX ...... ----...... -.--- ...... 88 x 89 a 501(c)(3) organizations. Enter. Amount of tax imposed on the organization during the year under: section 4911 00, o , ; section 4912 " o , ; section 4955 " o . b 501(c)(3) and 501(c)(4) organizations. Did the organization engage fn any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a pdoryear? If 'Yes,' attach a statement explaining each transaction ...... 89b x c Enter: Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 ...... " o . d Enter: Amount of tax on line 89% above, reimbursed by the organization ...... ,...... , . ... . " o . 90 a List the states with which a copy of this return is filled 0, b Number of employees employed in the pay period that includes March 12, 2002 .. .. .. ,__ .,.. .., ., ...... gob 478 91 The books are in care of 1 UJA-FBDER7ITIODi OF NEW YORK, INC . Telephone no. " (212)836-1327

Located 8t 1 130 BAST 59TH STREET NEW YORK NY ZIP+4 0- 10022-1302

92 Section 49470(1) nonexempt charitable trusts firng Form 990 in lieu of Form 1041- Check here ...... No-= andentertheamountoftax-exemntfnterestreceivederaccrueddudnathetaxvear __ .----- _ ___ . - 10. 1 9. Form 990(2002) 5 1 717(1d77 IS1 RIK R51 (11 7')d')Q illfli nannn rrnT-rms+n Tz+m-rcv TWnWTT nnnn nrtn1 ^f1t ` UNITED JEWISH APPEAL - FEDERATION OF Form 990 (2002 JEWISH PHILANTHROPIES OF NEW YORK INC . 51- 6 Vfi Analysis of Income-Producing Activities (seepage 31 of the instructions) Unrelated business income Exauaea by secnoo s12, sia, orsia Note: Enter gross amounts unless otherwise (E) indicated. Excl Related or exempt Business Amount sion Amount 93 Program service revenue . code function income 8 REFUGEE RESETTLEMENT 80,000 b PUBLIC POLICY SERVICES 121_000 C d e f Medicare/Medicaid payments . . g Fees and contracts from government agencies .. 94 Membership dues and assessments 95 Interest on savings and temporary cash investments 96 Dividends and interest from securities _ 14 6 900 000 97 Net rental income or (loss) from real estate- a debt-financed property ...... b not debt-financed property .. ... 16 4 , 072 , 000 98 Net rental income or (loss) from personal property 99 Other investment income . .. . . 11110 1 , 841 , 000 . 100 Gam or (loss) from sales of assets other than inventory 18 4 , 997 , 000 101 Net income or (loss) from special events ___ . 102 Gross profit or (loss) from sales of inventory 103 Other revenue : a STATEMENT 19 4 .014 .000 b MISCBLBAN80U5 INCOME 01 400 .000 C d e 104 Subtotal (add columns (B), (D), and (E)) 1,841,000,E 1 16,369,000,E 4,734,000, 105 Total (add line 104, columns (B), (D), and (E)) , .. .. ,. . , . ,_ 1 22,944,000, Note: Line 105 plus line 1d, Part l, should equal the amount on line 1Z Part I. V111Relationship of Activities to the Accomplishme (See page 32 of the Line No. I Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) . EE STATEMENT 20 938

rding Taxable Subsidiaries and Disrej Entitles (see page 32 of the instructions .) B C ieF Name, address, arid~EIN of co Percentage of Nature of~activities r partnership, or disreparde ownershi p interest UJAFAP, INC, 100,00$ % INVESTMENT HOLDING CO 130 BAST 59TH STREET NEW YORK . NY 10022 EIN : 13-3703935 1 %1 Information Regarding Transfers Associated (a) Did the organization, during the year, receive any funds, directly or indirectly, (b) Did the organizaUon, during the year, pay premiums, directly or indirectly, on Note: If "Yes" to (b), file Form 8870 and Form 4720 see instruc s . hat I~havee o is um cl Please m~rtdec~t~and ~~Tete ry Ida~tio~ f all~fi~ Sign ` Here / Signature of officer Date Preparer's Paid signature Prepare's yoursF,R~Sname (or Use Only self-employed),if ' 223761 add m _29_m ZJP+4

12370427 351535 B510172429 2002 .09000 SCHEDULE A Organization Exempt Under Section 501(c)(3) OMB No 1545-0047 (Form 990 or 990-EZ) (Except Private Foundation) and Section 5D1(e), S01(t), 501(k), 501 (n), or Section 4947(a)(1) Nonexempt Charitable Trust

Department oftheTreasury Supplementary Information-(See separate instructions .) Internal RevenueService jo. MUST be completed by the above organizations and attached to their form 990 or 990-EZ 2002 Name of the organization =TED JEWISH APPEAL - FEDERATION OF Employer Identification number JEWISH PHILANTHROPIES OF NEW YORK INC. 51~ 0172429 Compensation of the Five Highest Paid Employees Other Than Officers, Directors,7 and Trustees (Sae page 1 of the instructions. List each one . If there are none, enter "None.") Contributions (a) Name and address of each employee paid (b) This and average hours ode b~~ro (s) Exper per week devoted to (c) Compensation plans & dqe am,, account and more than $50,000 nnsitinn rm~~.n_ ailewanc

CHARLES B . GOLDMAN VP

130 EAST 59TH ST_ NEW YORK . NY 10022 TIME I 195_000 .1 14 .0

BODiNIB 3HEVINB VP

130 EAST 59TH ST_ NEW YORK- NY 10022 TIME 1 192000-1.25 .000

LAWRENCE SWILLINd ------

130 BAST 59TH ST_ NEW YORK- NY 10022 TIME 1 192 .000 .1 17 .000

STUART TAi188R DIR,

130 BAST 59TH ST . NEW YORK . NY 10022 TIME 1 188 .000 .1 24 .000

CHRISTIDiB FLYNN DIRECTOR

130 EAST 59TH ST . NEW YORK , NY 10022 FULL TIME 181 000, 23 000 . Total number of other employees paid rr ., . 14 over $50,000 ...... 1 183 Compensation of the Five Highest Paid Independent Contractors for Professional Services (See page 2 of the instructions . List each one (whether individuals or firms). If there are none, enter "None.") (a) Name and address of each independent contractor paid more than $50,000 (6) Type of service (c) Compensation

RPMG LLP

345 PARK AVENUE- NEW YORK . NY 10154 7 .000

WALL STRBET TSCHDiOLOGY GROUPS LLC

215 BOSTON HOULDBVAR . SSA DIRT . NJ 06750-2722 08_000

& ASSOCIATES J.- ROBERT FOLC88TTI DESIGN 247 ROUTE 100 . 30M8R3 . NY 10589 91 .000

3W71NR8 RYDEN CONN$LL &PARTNERS LLP

295 LAFAYBTTS STREET . NEW YORE . NY 10012 76 .000

PROSIZAUER------ROSE LLP

1585 BROADWAY NEW YORK NY 10036-8299 LEGAL 70 000 Total number of others receiving over . ; $50,000 for professional services ...... " r 1 ~~?``r>`''. ;.. . . . ualoiml-22-o3 LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-E2. Schedule A (Form 990 0t 990-E2) 2002 7 ~ ~ n r n n w r y r ~ r -r-1 ^4 "IN A-*%^ 1% I TTTr TG1 A1 ^l~'1'1 UNITED JEWISH APPEAL - FEDERATION OF Schedule A (Form 990 Of 990-EZ) 2002 JEWISH PHILANTHROPIES OF NEW YORK INC, 51-0172429 Page 2

~ Statements About Activities (See page 2 of the instructions ) Yes No

1 During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If "Yes; enter the total expenses paid or incurred in connection with the lobbying activities 1 $ $ 37,000 . (Must equal amounts online 38, Part VI-A, or line i of Part VI-B .) VI-A, LINE 38B X Organizations that made an election under section 501(h) by filing Farm 5768 must complete Part VI-A . Other organizations checking "Yes," must complete Part VI- B AND attach a statement giving a detailed description of the lobbying activities . , . 2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary? (!f the answer to any question is "Yes, " attach a detailed statement explaining the transactions.) a Sale, exchange, or leasing of property? .,...... , ...,...., . 2a X

b Lending of money or other extension of credit? ...... ,. .... ...... , ..,..... , .. ... 2b x

c Furnishing of goods, services, or facilities? ...... STS.. . ~-.~.. . 2c x

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)? ...... .,.  .. ........ SC.MT ....1~c.. . 2d x

e Transfer of any part of its income or assets? ...... Za x

3 Does the organization make grants for scholarships, fellowships, student loans, etc.? (See Note below.)  ., . ., ...... , ...... ,...... 3 x 4 Do you have a section 403(b) annuity plan foryour employees? ...... ,...... , ...... 4 x Note : Attach a statement to explain how the organization determines that individuals or organizations receiving grants or loans from it In furtherance of its charitable programs "qualify" to receive payments. STMT 7.7- Reason for Non-Private Foundation Status (See pages 3 through 5 of the instructions.) The organization is not a private foundation because it is: (Please check only ONE applicable box.) 5 0 A church, convention of churches, or association of churches . Section 170(b)(1)(A)(i) . 6 ~ A school. Section 17Q(b)(1)(A)(ii). (Also complete Part V.) 7 0 A hospital or a cooperative hospital service organization . Section 170(b)(1)(A)(iii). 8 o A Federal, state, or local government or governmental unit. Section 170(b)(1)(A)(v). 9 ~ A medical research organization operated in conjunction with a hospital . Section 170(b)(1)(A)(iii) . Enter the hospital's name, city, and state 1 10 D An organization operated far the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1)(A)(iv) . (Also complete the Support Schedule in Part IV-A.) 118 ~ An organization that normally receives a substantial part of its support from a governmental unit or from the general public. Section 170(b)(1)(A)(vI) . (Also complete the Support Schedule in Pan IV-A .) 11b D A community trust. Section 170(b)(1)(A)(vi) . (Also complete the Support Schedule in Part IV-A.) 12 ~ An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its charitable, etc., functions - subject to certain exceptions, and (2) no mare than 331/9% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization otter June 30, 1975. See section 509(a)(2) . (Also complete the Support Schedule in Part IV-A .)

18 o An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described in: (1) lines 5 through 12 above; or (2) section 501(c)(4), (5) . or (6), if they meet the test of section 509(a)(2) . (Sae section 509(a)(3).l Provide the following information about the supported organizations. (Sea page 5 of the instructions .) (p) Une number (a) Name(s) of supported organization(s) from above

1 14 M An organization organized and operated to test for public safety . Section 509(a)(4). (See page 5 of the Instructions .)_ Schedule a (Form 990 or 990-EZ) 2002

223111 01-22-03 8 1~-17n a,) 7 q 515'A c; R510 179 49 9 90(l9_09000 i1NTTFD JEWTSH APPEAL - FEDE B5101721 UNITED JEWISH APPEAL - FEDERATION OF Schedule A (Form 990 Of 990-EZ) 2002 JEWISH PHILANTHROPIES OF NEW YORK INC, 51-0172429 Page 3 Support Schedule (Complete only if you checked a box on line 10, 11, or 12.) Use cash method of accounting. Note: You ma use the worksheet in the instructions for convertin g from the accrual to the cash method of accounting . Calendar year (or fiscal year 6e innln in ...... 1 (a) 2001 (b) 2000 (c) 1999 (d) 1998 (e) Total 15 Gifts, grants, and contributions received. (Do not include unusual grants. 5eelme28...... 145 864 000 . 127 311 000 . 120 330 000, 156 931 000, 550 436 000, 16 Membership fees received 17 Gross receipts from admissions, merchandise sold or services performed, orfurnishing of facilities in any activity that is related to the organization's charitahle,etc .,purpose ...... , 5 , 078 , 000 . 7 , 189 . 000 . 6 , 590 , 000 . 7 321 000 . 26 178 000 . 18 Gross income from interest, dividends, amounts received from payments on securities loans (sec- tion 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30,1975 13 , 911 , 000 . 20,151,000 . 17 , 980 , 000 . 15 . 701 , 000 . 67 743 000 . 19 Net income from unrelated business activities not included in line 18 , Zp Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf 21 The value of services or facilities famished to the organization by a governmental unit without charge . Do not include the value of services arfaciliGes generally furnished to the public without charge ...... ZZ Other income. Attach a schedule . Do not include gain or (loss) from sale Ofcapital assets ...... 125 000, 1 , 166 , 000 . 974 000, 1 , 155 , 000 . 3 , 420 , 000 . 23 Total Oflines l5through 22 164 978 000, 155 .817 000, 145 874 000 . 181 108 000, 647 777 000, 24 Line 23minus line l7 ...... 159 , 900 , 000 : 148 , 62 8 000, 139 284 000, 173 787 000, 621 599 000, 25 Enter 1 % of line 23 ., 1 , 649 , 780 .1 1 ,558 , 170 .1 1 , 458 , 740 .1 1S11 080 `~=` " 28 Organizations described on ilnes 10 or 11 : a Enter 2% of amount in column (e), line 24 ,., . .  ...., ...... ,.... .,_.. .. . " 28a 12 , 431 , 980 . b Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental amt or publicly supported organization) whose total gifts for 1998 through 2001 exceeded the amount shown in line 26a . Do not file this list with your return. Enter the sum of all these excess amounts ...... ,.,., ...... " 26b o . c Total support forsection 509(a)(1)test:Enter line 24,column (e) .... . .., .,..,. . ...,...... .,._ ...... , ...... 1 26c 621 599 000 . d Add: Amounts from column (a) for lines: 18 67,743,000 . 19 22 3,420,000, 26b  1 .26d . .l 71 163 000, e Public support (line 26c minus line 26d total) ..,. ,.,...,.  ...... _ ...... ,.,. . ,...... 1 26e 550 , 436 , 000 . f Puhlie cannon nQrrantana 111na Ma Inumaratnrl dividad by IMP 9Rr (dannminAtnNl ~ 2Rf 88-5516% 27 Organizations described on line 12: a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person ; prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person ." Do not file this list with your return . Enter the sum of such amounts for each year: N/A (2001) ...... (2000) ...... (1999) ...... (1998) ...... 6 For any amount included in tine 17 that was received from each person (other than "disqualified persons"), prepare a list for your records to show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 . (Include in the list organizations described in lines 5 through 11, as well as individuals.) Do not file this list with your return . After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year. N/A (2001) ...... (2000) ...... (1999) ...... (1998) c Add: Amounts from column (e) for lines: 15 16 17 20 21 ... ~ 27C NIA d Add: Line 27a fatal .., and line 27b total .... .....,., .. , ~ 27d N/A e Public support (line 27c total minus line 27d total) ......  ,... .. ,. .. , ....., ,. . ., . ._ ,. , . ., ...,...,. ,.  ., " 27e NIA t Total support for section 509(a)(2) test: Enter amount on line 23, column (e) ...... 1 2n N/A p Public support percentage pine 27e (numerator) divided by line 27f (denominator)) 1 27 .. N/A % h i ovast ment' mcom a ercenta e ine 18 column a num erato divided b line 2n denominato ...... ~ 27h N/A % 28 Unusual Grants: For an organization described in line 10, 11, or 12 that received any unusual grants during 1998 through 2001, prepare a list for our records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant. Do not file th~ Ilst with your return. Do not Include these grants in line 15. 223121 01-22-03 NONE Schedule A (Forth 990 or 990-En 2002 9 Hn^1Hr/~'7 ^!'11"1r l1P1A1~1IN A'1A IN A/% n /~AA/~/~ rTTTTTT TT~7T/~ "" wrT~wT T7~AT Tr'1/~'1'7n'1 " UNITED JEWISH APPEAL - FEDERATION OF Schedule A (Form 990 Or 990-EZ) 2002 JEWISH PHILANTHROPIES OF NEW YORK INC . 51-0172429 Page 4 Private School Questionnaire (Seepage 7 of the instructions.) N/A (To be completed ONLY b schools that checked the box on line 6 in Part 11/)

29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing instrument, or in a resolution of its governing body  , ., ., ...... 29 30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues, ?:" < and other written communications with the public dealing with student admissions, programs, and scholarships? ., ...... 30 . 31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of solicitation for students, or during the registration period If it has no solicitation program, in a way that makes the policy known . to ail pads of the general community ft serves? ...... ,., .. . .., ,_ ...... _ ...... 31 . . .,,. . .. If "Yes ; please describe ; if "No," please explain. (if you need more space, attach a separate statement .)

32 Does the organization maintain the following : n " a Records indicating the racial composition of the student body, faculty, and administrative staff? .,. ...... ,...... ,.. ., .. . ...... 32a b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? .,. .,...... 32b c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student admissions, programs, and scholarships? ....,..,.,..,.,.. ,...... 32c d Copies of all material used by the organization or on its behalf to solicit contributions? ...... .,...... ..,...... , ...... 32d If you answered 'No" to arty of the above, please explain. (If you need mare space, attach a separate statement.) ;:.'

33 Does the organization discriminate by race in arty way with respect to: .n a Students' rights or privileges? ...... t38a b Admissions policies? ...... 386 c Employment of faculty or administrative staff? ...... 33c d Scholarships or other financial assistance? ...... 33d e Educational policies? ...... 33e f Use of facilities? ...... 38f g Athletic programs? ...... 88 h Other extracurricular actnrities? ...... 38h If you answered 'Yes" to any of the above, please explain. (If you need more space, attach a separate statement .)

till

. . ~ n. 34 a Does the organization receive any financial aid or assistance from a governmental agency? ...... , ...... _ ...... 84a b Has the organization's fight to such aid ever been revoked or suspended? ...,..., ...,...... ,...... , . .., ...... 34b If you answered "Yes" to either 34a or b, please explain using an attached statement. i" ~'"7" f¢°'" 85 Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05 of Rev. Proc. 75-50, 1975-2 C.B. 587, covering racial nondiscrimination? If "No,' attach an explanation , , ...... ,. . .,. . ., . , . ,... . .,., ...... , .,., 36 Schedule A (Form 990 or 990-EZ) 2002

223131 01 "?2-03

10 '177^!AAn'7 7Ci C7C DCI /1'1'77AnA 711A-1 AAAA/% T7TTTT'WT TWC.TTnV TTTnTT in7TTLt DC'IA'I^77'1 UNITED JEWISH APPEAL - FEDERATION OF Schedule A (Form 990 Of 990-EZ) 2002 JEWISH PHILANTHROPIES OF NEW YORK INC. 51-0172429 Pa ge 5 Lobbying Expenditures by Electing Public Charities (see page 9 oftne instructions .) (To be completed ONLY by an eligible organization that filed Form 5768) Check 1 a o ffthe omanizatlon belongs to an affiliated arouo. Check 1 6 ifvou checked "a" and "limited control' provisions aoolu. (a) (b) Limits on Lobbying Expenditures Affiliated group To be completed for ALL term "expenditures" means amounts paid or incurred totals electing organizations N/A 38 Total lobbying expenditures to influence public opinion (grassroots lobbying) ... ..,...... ,.. 36 37 Total lobbying expenditures to influence a legislative body (direct lobbying) ......  . ., . , . . .. 37,000 . 38 Total lobbying expenditures (add lines 36 and 37) , .   ,., . . ,., ,., .,  ,_  ,  _ 37,000, 39 Other exempt purpose expenditures ...... 194,834,000, 40 Total exempt purpose expenditures (add lines 38 and 39) ...... ,......  ..,..,....,...... , ,....  194,871~T-000, :. .. } . 41 Lobbying nontaxable amount. Enter the amount from the following table . i +~s If the amount on line 40 is - The lobbying nontaxable amount is '~.... Not over$600,000 ......  20% of we amount on line 40  .  , ,  t Over$500,000 but not over $1,000,000  , .  , $100,000 plus 15% of the excess over $500,000 . . . t . . , . . . . ' . . Over $1,000,000 but not ova $1,500,000 , .  , $175,000 plus 10°.6 of the excess over $1,000,000  , 41 Over $1,300,00D but not over $17,000,000  , $225,000 plug 5% of the excess over $1,600,000  , ., OvxS17,000,000 ...... 51,000,000 ...... 42 Grassroots nontaxable amount (enter 25% of line 41) ...... 42 ~~ aso_ooo . 48 Subtract line 42 from line 36. Enter-0-if line 42 is more than line 36 ...... 44 Subtract line 41 from line 38. Enter-0- if line 41 is more than line 38 ......

r~}.n`Ys~r Yi " l `i Af,~ Caution: If there !s an amount on either fine 43 or line 44, you must file Form 4720 . +J~ " srti . . r " +`4`s'

4-Year Averaging Period Under Section 601(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. Soothe instructions for lines 45 through 50 on page 11 of the instructions .)

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or (a) (b) (c) (d) (e) fiscal year beginning in) 1 2002 2001 2000 1999 Total 45 Lobbying nontaxable amount ...... 1 .0 00 000, 1,000,00.0 . 1 000 000, 1,000 .000 . 4 , 000 , 000 . 46 Lobbying coiling amount ~,y`, t .. 150%ofline 4J8 ...... ;, 6 400 000, 47 Total lobbying expenditures ...... 37 , 000j 38 , 000 . 60 , 000 . 47 , 000 . 182 000, 48 grassroots nontaxable amount ...... 250 ,000 . 250 ,000 . 250 , 000 . 250 ,000 . 1 , 000 , 000 . SO S 49 Grassroots ceiling amount {ss 150%oiline48s0 ,< .. ..~' :,: 1 , 500 , 000 . 60 Grassroots lobbying expenditures ...... 5 , 000 . 8 , 000 . 13 , 000 . `rkV Lobbying Activity by Nonelecting Public Charities (For reporting only by organizations that did not complete Part VI-A) (see page 11 of the instructions .) During the year, did the organization attempt to influence national, state or local legislation, Including any attempt to Yes Na Amount Influence public opinion an a legislative matter or referendum, through the use of: a Volunteers +^? v r~ v; r J ~~~ b Paid staff or management (Include compensation In expenses reported on lines c through h.), ... ..,...,. .., ., ..,. ., c Media advertisements ...... ---...... d Mailings to members, legislators, or the public ...... ,....._.._.....,..,.,..,. ., .., ._.._ .,...... ,. .,...... ,...... e Publications, or published or broadcast statements ...... ,.,.. ., .. ..., ...... f Grants to other organizations for lobbying purposes ...... ,......_. ._,. ._...,.  , g Direct contact with legislators, their staffs, government offlciafs, or a legislative body ...... h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means ...... , ...... , ...... __ i Total lobbying expenditures (Add lines c through h.) ...... `"777',U tf'Yes'to any of the above, also attach a statement giving a detailed description of the lobbying activities . o~3zz'a3 Schedule A (Farm 990 or 990-EZ) 2002 i '2 'A 7 na') 7 19;i 9;15 Rsi 01 79a79 mn,) - moon rnJrmFn ,TFWTCH 11DpFnT . . FFT1F Rr l (11 791 UNITED JEWISH APPEAL - FEDERATION OF Schedule A (Form 990 Of 990-EZ) 2002 JEWISH PHILANTHROPIES OF NEW YORK INC . 51-0172429 Page 6 TjW Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations (Seepage 12 of the instructions .) 51 Did the reporting organization directly or indirectly engage in any of the following wdh any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations a Transfers from the reporting organization to a noncharitable exempt organization of: Yes No (i) Cash ...... 51a(i) x (Ii) Otherassets ...... a(11) x b Other transactions : (i) Sales or exchanges of assets with a noncharitabie exempt organization ..  .. ,., _.. ,. ,., , .. .. . . , ..  . . .. , ...... b(() x (ii) Purchases of assets from a noncharftable exempt organization ... ... , . .. ..  ...... . ... . ,  ,. ., ,. ...,. ., ,. .., ,.., ., b(ii) x (III) Rental of facilities, equipment, or other assets .. ,. .., ...... , .....,... ,...... ,...... _ ...... b(iil) (Iv) Reimbursement arrangements ...... b(IV) (v) loans or loan guarantees ...... h(v) x (vi) Performance of services or membership orfundraising solicitations ...... ...... ,...... _._ ...... b(vi) x c Sharing of facilities, equipment, mailing lists, other assets, or paid employees ..,. ..,..,.. .,. .,  .,., ...... ,...... _ ...... c x d If the answer to any of the above is "Yes,' complete the following schedule . Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting organization . If the organization received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received: N/A (a) (b) (c) (d) Line no. Amount involved Name of noncharitabie exempt organization Description of transfers, transactions, and sharing arrangements

52 a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527? ......  ., ...... , ......  . ., . ..1 ~ Yes D No b If "Yes; complete the following schedule: (a) (b) (c) Name of organization Type of organization Description of relationship REAL ESTATE

OF PROPERTY CORP C)(2) I100b OWNERSHIP

, ESTATE WINO CO, UJA-FED PROPERTIES C)(2) 1008 OWNERSHIP

Schedule a (Form 990 or 990-EZ) 2002 12 iiz7nn17 1Ris1q n9in7~'MIo ,)nn*) nonnn r,rTrmVn -r'WWrcu n'Dv'Mar - rrnr nr, 1 n~~,) 1 Form 926 Return by a U.S. Transferor of Property OMB No 1545-0026 (Rev. December 2003) t0 a Foreign Corporation Department of the Treasury Attachment imemal Revenue Service 00- Attach to your Income tax return. Sequence No. 12$ " U.S. Transferor Information see instructions Name of transferor Identifying number (see instructions) UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NY, INC. 51-0172429 1 If the transferor was a corporation, complete questions la, 1b, and 1c. a If the transfer was a section 361(a) or (b) transfer, was the transferor controlled (under section 368(c)) by 5 or fewer domestic corporations? ...... NlR . . D Yes [I No b Did the transferor remain in existence after the transfer? ...... D Yes D No if not, list the controlling shareholder(s) and their identifying number(s):

Controlling shareholder Identifying number

c If the transferor was a member of an affiliated group filing a consolidated return, was it the parent corporations ...... Yes D No If not, list the name and employer identification number (EIN) of the parent corporation:

Name of parent corporation EIN of parent corporation

2 If the transferor was a partner in a partnership that was the actual transferor (but is not vested as such under section 367), list the name and EIN of the transferor's partnership: Name of partnership EIN of partnership

" Transferee Foreign Corporation Information see insvuctions 3" Name of transferee (foreign corporation) 4 Identifying number, if any D. GORDON OVERSEAS FUND, LTD. CIO CITCO FUND SERVICES LTD. 5 Address (including country) SAFE HAVEN CORPORATE CENTER, WEST BAY ROAD, P.O. BOX 31106 SMB, GRAND CAYMAN, CAYMAN ISLANDS,BWI 6 Country of incorporation or organization CAYMAN ISLANDS 7 Foreign law characterization (see instructions) CORPORATION 8 Is the transferee foreign corporation a controlled foreign corporation? . . D Yes 21 No For Paperwork Reduction Act Notice, see page 4. Cat . No 16982D Form 926 (Rev. 12-2003) Form 926 (Rev 12-2003) 2 Transfer see instructions 9 Date of transfer 10 Type of nonrecogrntion transaction (see instructions) JANUARY 10, 2003 N/A 11 Description of property transferred: $2,25,000 CASH INVESTMENT

12 Did this transfer result from a change in the classification of the transferee to that of a foreign corporation? Yes 0 No 13 Was the transferor required to recognize income under Temporary Regulations sections 1 .367(a)-4T through 1 .367(a)-6T (e.g., for tainted property, depreciation recapture, branch loss recapture, etc.)? . Yes 0 No 14a Was intangible property (within the meaning of section 936(h){3)(B)) transferred as a result of the transaction? ...... 0 Yes 0 No b If yes, describe the nature of the rights to the intangible property that was transferred in the transfer: Return by a U.S. Transferor of Property Form 326 OMB No 1545-0026 (Rev. December 2003) to a Foreign Corporation Department M the Treasury Attachment Internal Revenue Service " Attach to your income tax return . Sequence No. 1 28 " U.S. Transferor Information see instructions Name of transferor Identifying number (see Instructions) UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NY, INC. 51-0172429 1 If the transferor was a corporation, complete questions 1 a, 1b, and 1c. a If the transfer was a section 361(a) or (b) transfer, was the transferor controlled (under section 368(c)) by 5 or fewer domestic corporations? , ...... NIA , , 0 Yes D No b Did the transferor remain in existence after the transfer? , . , . . , , . . , , , , . , Yes D No If not, list the controlling shareholders) and their identifying number(s) :

Controlling shareholder Identifying number

c If the transferor was a member of an affiliated group filing a consolidated return, was it the parent corporation? ...... 1Vl (~, , , p Yes D No If not, list the name and employer identification number (EIN) of the parent corporation:

Name of parent corporation EIN of parent corporation

2 If the transferor was a partner in a partnership that was the actual transferor (but is not treated as such under section 367), list the name and EIN of the transferor's partnership:

Name of partnership EIN of partnership

" Transferee Foreign Corporation Information see instructions 3 Name of transferee (foreign corporation) 4 Identifying number, if any D. JABRO OVERSEAS FUND LTD. C/O CITCO FUND SERVICES LTD. 5 Address (including country) SAFE HAVEN CORPORATE CENTER, WEST BAY ROAD, P.O. BOX 31106 SMB, GRAND CAYMAN, CAYMAN ISLANDS,BWI 6 Country of incorporation or organization CAYMAN ISLANDS 7 Foreign law characterization (see instructions) CORPORATION 8 Is the transferee foreign corporation a controlled foreign corporation? , . [_-] Yes D No For Paperwork Reduction Act Notice, see page 4. Cat. No . 16982D Form 926 (Rev . 12-2003) Form 926 (Rev . 12-2003) 2 " information Regarding 1 see instructions 9 Date of transfer 10 Type of nonrecognrtion transaction (see instructions) JANUARY 10, 2003 NIA 11 Description of property transferred: $2,250,000 CASH INVESTMENT

12 Did this transfer result from a change in the classification of the transferee to that of a foreign corporation? 0 Yes 0 No 13 Was the transferor required [o recognize income under Temporary Regulations sections 1 .367(a)-4T through 1 .367(a)-6T (e.g., for tainted property, depreciation recapture, branch loss recapture, etc.)? . o Yes W1 No 14a Was intangible property (within the meaning of section 936(h)(3)(B)) transferred as a result of the transaction? ...... 11 Yes F3 No b If yes, describe the nature of the rights to the intangible property that was transferred in the transfer : Form Return by a U.S. Transferor of Property OMB No ,545-026 (Rev. December926 2003) to a Foreign Corporation Attachment Department of the Treasury to your Income tax return. internal Revenue service t Attach Sequence No 128 " U .S. Transferor Information see instructions Name of transferor Identifying number (see instructions) UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NY, INC. 51-0172429 1 If the transferor was a corporation, complete questions 1 a, 1 b, and 1 c. a if the transfer was a section 361(a) or (b) transfer, was the transferor controlled (under section 368(c)) by 5 or fewer domestic corporations? , ...... IV/A . 0 Yes El No b Did the transferor remain in existence after the transfer? ...... D Yes D No If not, list the controlling shareholder(s) and their identifying number(s):

Controlling shareholder Identifying number

c If the transferor was a member of an affiliated group filing a consolidated return, was it the parent corporation? ...... D Yes D No If not, list the name and employer identification number (EIN) of the parent corporation:

Name of parent corporation ElN of parent corporation

2 If the transferor was a partner in a partnership that was the actual transferor (but is not treated as such under section 367), list the name and EIN of the transferor's partnership: Name of partnership EIN of partnership

" Transferee Foreign Corporation Information see instructions 3. Name of transferee (foreign corporation) 4 Identifying number, if any III FUND LTD CIO ADMIRAL ADMINISTRATION LTD. 5 Address (including country) P.O. BOX 32021 SMB, ANCHORAGE CENTRE, 2ND FLOOR, GRAND CAYMAN, CAYMAN ISLANDS, 8W1 6 Country of incorporation or organization CAYMAN ISLANDS 7 Foreign law characterization (see instructions) CORPORATION 8 Is the transferee foreign corporation a controlled foreign corporation? . . D Yes 8 No For Paperwork Reduction Act Notice, see page 4. Cat No 16982D Form 926 (Rev 12-2003) Form 926 (Rev . 12-2003) 2 " Information Regarding 1 9 Date of transfer 10 Type of nonrecognition transaction (see instructions) APRIL 2, 2003 NIA 11 Description of property transferred: $6,250,000 CASH INVESTMENT

12 Did this transfer result from a change in the classification of the transferee to that of a foreign corporation? D Yes 21 No 13 Was the transferor required to recognize income under Temporary Regulations sections 1 .367(a)-4T through 1 .367(a)-6T (e.g., for tainted property, depreciation recapture, branch loss recapture, etc.)? . D Yes 8 No 14a Was intangible property (within the meaning of section 936(h)(3)(B)) transferred as a result of the transaction? ...... Yes 0 No b If yes, describe the nature of the rights to the intangible property that was transferred in the transfer : Return by a U .S. Transferor of Property OMB No 7545-0026 Form92s(Rev. December 2003) to a Foreign Corporation Attachment Department of the Treasury " Attach to your income tax return. No 128 Internal Revenue Sennce Sequence

Name of transferor Identifying number (see instructions) UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTH ROPIES OF NY, INC . 51-0172429 1 If the transferor was a corporation, complete questions 1 a, 1 b, and 1 c. a If the transfer was a section 361(a) or (b) transfer, was the transferor controlled (under section 368(c)) by 5 or fewer domestic corporations? , ...... D Yes D No b Did the transferor remain in existence after the transfer? ...... D Yes D No If not, list the controlling shareholder(s) and their identifying number(s) :

Controlling shareholder Identifying number

c If the transferor was a member of an affiliated group filing a consolidated return, was it the parent corporation? ...... ~ ~ - ~ ~ ~ . . D Yes D No If not, list the name and employer identification number (EIN) of the parent corporation;

Name of parent corporation EIN of parent corporation

2 If the transferor was a partner in a partnership that was the actual transferor (but is not treated as such under section 367), list the name and EIN of the transferor's partnership:

Name of partnership E!N of partnership

" Transferee Foreign Corporation Information see instructions 3. Name of transferee (foreign corporation) 4 Identifying number, if any Ill RELATIVE VALUEIMACRO FUND LTD. C/O ADMIRAL ADMINISTRATION LTD. 5 Address (including country) P.O. BOX 32021 SMB, ANCHORAGE CENTRE, 2ND FLOOR, GRAND CAYMAN, CAYMAN ISLANDS, BWI 6 Country of incorporation or organization CAYMAN ISLANDS 7 Foreign law characterization (see instructions) CORPORATION 8 Is the transferee foreign corporation a controlled foreign corporation? , . D Yes a No For Paperwork Reduction Act Notice, see page 4. Cat. No. 16s82D Form 926 (Rev. 12-2003) Form 926 (Rev 12-2003) Page 2

9 Date of transfer 10 Type of nonrecognition transaction (see instructions) JANUARY 2, 2003 NIA 11 Description of property transferred: $5,000,000 CASH INVESTMENT

12 Did this transfer result from a change in the classification of the transferee to that of a foreign corporation? Yes 0 No 13 Was the transferor required to recognize income under Temporary Regulations sections 1 .367(a)-4T through 1.367(a)-6T (e.g., for tainted property, depreciation recapture, branch loss recapture, etc.)? . Yes 0 No 14a Was intangible property (within the meaning of section 936(h)(3)(B)) transferred as a result of the transaction? ...... 11 Yes 0 No b If yes, describe the nature of the rights to the intangible property that was transferred in the transfer: Form Return by a U.S. Transferor of Property OMB No 1545-0026 (Rev . December926 2003) to a Foreign Corporation Department of the Treasury Attachment Internal Revenue Service No- Attach to your income tax return. Sequence No 128 " U.S. Transferor Information see instructions Name of transferor Identifying number (see instructions) UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NY, INC. 51-0172429 1 if the transferor was a corporation, complete questions la, 1b, and 1c. a If the transfer was a section 361 (a) or (b) transfer, was the transferor controlled (under section ,~ 68(c)) by 5 or fewer domestic corporations? ...... , ...... N~ ~? . . D Yes D No b Did the transferor remain in existence after the transfer? , . . . . . , . . , . . . . . 0 Yes D No If not, list the controlling shareholder(s) and their identifying number(s):

Controlling shareholder Identifying number

c If the transferor was a member of an affiliated group filing a consolidated return, was it the _parent corporation? ...... NIA . . D Yes D No If not list the name and employer identification number (EIN) of the parent corporation:

Name of parent corporation EIN of parent corporation

2 If the transferor was a partner in a partnership that was the actual transferor (but is not treated as such under section 367), fist the name and EIN of the transferor's partnership: Name of partnership EIN of partnership

" Transferee Foreign Corporation Information see instructions 3 Name of transferee (foreign corporation) 4 Identifying number, if any NETWORK ADVANTAGE INSURANCE LTD 5 Address (including country) CIO INTERNATIONAL ADVISORY SERVICES LTD. , 44 CHURCH STREET, HAMILTON HM 12, BERMUDA 6 Country of incorporation or organization BERMUDA 7 Foreign law characterization (see instructions) CORPORATION 8 Is the transferee foreign corporation a controlled foreign corporation? . . 0 Yes D No For Paperwork Reduction Act Notice, see page 4. Cat. No. 16982D Form 926 (Rev. 72-2003) Form 926 (Rev 12-2003) Page 2 " Information Regarding Transfer of Property (see instructions 9 Date of transfer 10 Type of nonrecognition transaction (see instructions) JUNE 26, 2003 NIA 11 Description of property transferred: $1,900,000 CASH INVESTMENT TO ESTABLISH CAPTIVE INSURANCE COMPANY

12 Did this transfer result from a change in the classification of the transferee to that of a foreign corporation? ~ Yes 8 No 13 Was the transferor required to recognize income under Temporary Regulations sections 1 .367(a)-4T through 1.367(a)-6T (e.g., for tainted property, depreciation recapture, branch loss recapture, etc.)? . . D Yes 8 No 14a Was intangible property (within the meaning of section 936(h)(3)(B)) transferred as a result of the transaction? ...... Yes ~ No b If yes, describe the nature of the rights to the intangible property that was transferred in the transfer: 51-0172429

FORM 990 GAIN (LOSS) FROM SPclES GF SEGURVTiE :5 STATEMENT 1

GROSS COST OR EXPENSE NET GAIN DESCRIPTION SALES PRICE OTHER BASIS OF SALE OR (LOSS)

491,663,000, 486,666,000 . 0, 4,997,000,

TO FORM 990 , PART I, LINE 8 491,663,000 . 486,666,000, 0, 4,997,000 .

16 STATEMENT S) 1 i117na')7 IM515 R5101724?_9 2002 .09000 UNITED JEWISH APPEAL - FEDE B5101721 5I-0172429

II FORM 990 SPECIAL EVENTS AND ACTIVITIES STATEMENT Z

GROSS CONTRIBUT . GROSS DIRECT NET DESCRIPTION OF EVENT RECEIPTS INCLUDED REVENUE EXPENSES INCOME

WALL STREET DINNER 242,000 . 242,000, 208,000, 34,000 . PERSON OF THE YEAR 198,000, 198,000, 160,000, 38,000, MUSIC 167,000, 167,000, 159,000, 8,000, ALL OTHER EVENTS 4,145,000 . 4,145,000, 3,706,000, 439,000,

TO FM 990, PART I, LINE 9 4,752,000, 4,752,000 . 4,233,000, 519,000,

17 STATEMENT S) Z i017nnll lsiRlti aS1(1177d74 9nn9_n9nnn irNrmFn ,7FWTSH APPFAT~ - FEDE B5101721 51-0172429

FORM 990 OTHER CHANGES IN NET ASSETS OR FUND BALANCES STATEMENT

DESCRIPTION AMOUNT

UNREALIZED GAIN ON INVESTMENTS 5,701,000,

TOTAL TO FORM 990, PART I, LINE 20 5,701,000,

18 STATEMENT S) 3 1 7Z7f1d97 IMSZR RS1 (11 77d74 7nn7 _ (19(1(1(1 TTNTTFII .TFWTCH APPFAT. - FF11F R51 01 791 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part 11- Statement of Functional Expenses, Line 22: Grants and allocations

Name of Agency Address Amount

Overseas

(Lifeline for the Old) Yad Lakashish 14 Shivtei Street Jerusalem IS 91000 20,000 Adam Institute for Democracy and Peace P.O. Box 3353, Jerusalem Forest Jerusalem 91033 17,000 Afikim Ba'Negev P.O.Box 339 Neot Bilo 26/5 Siderot 80100 40,000 Alternate Israeli Films 70/14 Ben Zakay St. Jerusalem 93585 12,000 AMCHA P.O.Box 2930 Jerusalem 91029 114,000 Amutat "Kvutzat ReuY' P.O. Box 11232 Jerusalem IS 91112 100,000 Ashalim Joint Building, Givat HaJoint Jerusalem 91034 1,156,000 Assoc. for Devel. of Welfare Svc -Lod 9 Ussishkin Street Lod 71225 250,000 Assoc. of Community Based Services 4 Yad Harutim Street Jerusalem 93420 40,000 Bar-Ilan University Ramat Gan IS 52900 50,000 Belt Hashanti 23 Ilan St. Neve-Zedek Tel Aviv 68013 22,000 Befit Hillel Mount Scopus Jerusalem 91905 28,000 Befit Natan 50 Bayit Vegan Street Jerusalem 91163 28,000 Befit Uri Romema 4, Givaat Hmoreh Afula is 18750 2,000 Ben-Gurion University of the Negev Gimmel Dormitories Beer-Sheva is 84105 15,000 BINA 1 Yasmin Street Ramat Efal 52960 80,000 Bizchut P.O.Box 35401 Jerusalem 91352 55,000 Civic Ventures 139 Townsend Street, Suite 505 San Francisco CA 94107 1,000 Cohen-Harris Center for Trauma and Disas 9 Haizvi Street Tel Aviv is 67197 100,000 Collot D.N. Hof Ashkelon 79165 54,000 Community Advocacy P.O.B. 30081 Jerusalem 91300 135,000 Community Stress Prevention Center POB 797 Kiryat Shmona is 11016 240,000 Discourse in the Panhandle Har-Vagai Kibbutz Dafna 12235 25,000 Du Siach (Dialogue) P.O.Box 71133 Jerusalem 91079 35,000

' UJA-Federation remits funds to the United Jewish Communities and the American Jewish Joint Distribution Committee for direct distribution to overseas organizations.

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of priorperiod grants received . PAGE 1 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part II - Statement of Functional Expenses, Line 22: Grants and allocations

Name of Anoncy Address Amount

E.L.E.M. - Youth in Distress in Israel 7 Kehilat Saloniki Street Tel Aviv IS 69513 71,000 Elul Elu v'Elu P.O. Box 8158 Jerusalem is 91081 55,000 ERAN-Assoc. for Emotional First Aid P.O. Box 7137 Natanya IS 42170 45,000 Etgarim: Israel Outdoor Assoc. Disabled 7 Ravnitzki Street, POB 53169 Tel Aviv is 61531 25,000 Ezrat Avot P.O. Box 5603 Jerusalem IS 91056 25,000 Federation of Jewish Communities of CIS 580 Fifth Avenue, Suite 800 New York NY 10036-4701 50,000 Federation of Kibbutz Movements Kibbutz Beit Hashita Kibbutz Beit Hashita IS 18910 51,000 FIDEL 14 HaBanim St. A6th Floor Hod Hasharon 45103 52,000 First Home in the Homeland 25 Neviim Street Tel Aviv 64071 50,000 Fund for Needy Immigrants 2 Ha'Histadrut St. Beer Sheva 84213 45,000 Gesher 10 King David Street Jerusalem 94101 62,000 Gimme) Foundation 2 Gan Rehavia Jerusalem 92461 10,000 Gordon College of Education 73 Tchemochovsky Street Haifa 35705 50,000 Hadassah University Hospital POB 12000 Jerusalem is 91120 505,000 Hamidrasha Seminar Oranim Kiryat Tivon 36006 213,000 Hashomer Hatzair Israel 7 Bezalel Yaffe Street Tel Aviv 65204 40,000 Hebrew University - Research & Develop. Edmond J. Safra Campus - Givat Ram Jerusalem 91904 18,000 Heled - Educational Programs 86 Ben Yehuda Street Tel Aviv 61932 60,000 ILAN - Israel Sport Center for Disabled 123 Rokach Street Ramat Gan 52335 1,000 inst. for Advancement of Deaf Persons-Is 16 Yiftach Street Tel Aviv IS 67314 25,000 Inst.for in the C.I.S. P.O. Box 1458 Jerusalem 91013 60,000 Institute for Advancement of Ed. - Jaffa 11 Pahad rtzchak Street Jaffa 61081 84,000 Israel Aids Task Force P.O.Box 4071 Tel Aviv 61040 20,000 Israel Assoc. Advancemt. of Women's Heal P.O.Box 46155\ Jerusalem 91460 50,000 Israel Association for Ethiopian 28 Pierre Koening St. Jerusalem 93169 50,000 Israel Center for Treatment Psychotrauma P.O. Box 35300 Jerusalem IS 91351 532,000 Israel Elwyn 20 Henrietta Szold Street Jerusalem 96502 40,000 Jerusalem Business Development Center 9 Ha'uman Street Jerusalem 91521 145,000 Jerusalem Open House 7 Ben Yehuda Street Jerusalem IS 91330 33,000 Jewish Agency for Israel (JAFI) 48 King George St. Jerusalem 91000 2,367,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received . PAGE 2 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part 11- Statement of Functional Expenses, Line 22: Grants and allocations

Name of Aaency Address Amount

Jewish University of Budapest 1085, Jozsef krt. 27 Budapest 2,000 Joint Distribution Committee (JDC) 711 Third Avenue, 10th Floor New York NY 10017-4014 2,376,000 Jordan River Village Foundation 7 Rivka Guber Street Ra'anana IS 43728 2,000 Keren Hanan Aynor 3 Atharizi St. Jerusalem 92421 20,000 Livnot U'Lehibanot 27 Ben Zakkai Street Jerusalem 93585 138,000 Machanaim 2 Luntz Street Jerusalem 40,000 Magen David Adorn in Israel 60 Yigal Alon Street Tel Aviv is 67062 25,000 Mandel School POB 10613 Jerusalem is 93553 75,000 MaTaN 30 Rashbag Street Jerusalem 91080 30,000 Matnas Yeroham - Yeroham Community Ctr. Bomstein Street Yeroham 80504 60,000 MELABEV, Comm. Clubs for Eldercare P.O.Box 3235 Jerusalem IS 91031 100,000 Midreshet tyun Bograshov Street 88 Tel Aviv 63429 30,000 Midreshet Yenushalayim 4 Avraham Granot Street Jerusalem 91083 40,000 NACHSHON-The Israeli Aca. for Leadership Nili D.N. Modi'in 71930 45,000 NAECOJ -Israel 42 Agrippas St. Room 303 Jerusalem 94301 102,000 NATAL - National Israel Trauma Center 5 Hashomer Street Tel Aviv is 61041 53,000 Netanya Informal Education Organization PO Box 2136 Netanya IS 42291 25,000 Neve Ya'akov Community Center P.O.Box 27109, Neve Ya'akov Jerusalem 97350 60,000 (NIF) 1101 14th Street, NW, 6th Floor Washington DC 20005 20,000 Nikolaev Jewish Culture Community Spasskij Spusk, 13 Nikolaev, 54001 40,000 NISAN Young Women Leaders P. O. Box 3185 Nazareth 16130 25,000 Notzar Theater-Non Profit Org, for Prom. 39 Jerusalem Blvd. P.O.Box 35173 JafFa 61351 20,000 Open House (Ramla) 1 Klausner St. Ramla 72432 18,000 Open University 16 Klausner Street, Ramat Aviv Tel Aviv IS 61392 1,000 OR-ETZION HaYeshiva P.O. Box 92 Shapira Center 79411 23,000 PANIM Rechov Haim Levanon 28 Tel Aviv 61174 20,000 Pedagogical Ciub'The New Jewish School" P.O. Box 44 St Petersburg Russia FSU 197022 39,000 Project Oren Seminar Oranim Doer Tivon 36006 70,000 Rambam Medical Center,Fund Medical Res. P.O. Box 9602 Haifa IS 31096 50,000 Ramla Arab Community Center Hazel 18 Ramla is 72100 9,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received. PAGE 3 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC, FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part 1l - Statement of Functional Expenses . Line 22: Grants and allocations

Name of Auency Address Amount

Ramla Community Center 9 Weizman Boulevard Ramla 72102 199,000 Ramla Foundation 15 Shimshon Hagibor St. Ramla 72100 220,000 Rehovot Community Centers - Kiryat Moshe 20 Gabrielov Street Rehovot 76362 60,000 Re'ut-Sadaka 33512 St. Jaffo Tel Aviv is 68091 36,000 Sarah Herzog Hospital-Ezrath Nashim Ezrath Nashim Sq. Jerusalem 97351 40,000 Schneider Children's Medical Center 14 Kaplan Street Petach Tikva 49202 550,000 Scholarships Administered by Mifal P.O. Box 2209 Jerusalem 91021 81,000 SELAH - The Israel Crisis Management Ctr Neve Tzedek Tel Aviv 65156 438,000 Shalom Hartman Institute 12 Gedalyahu Alon Street Jerusalem 93113 100,000 Shalva-Israel Ass. to Relieve the Handi. P.O.Box 35199 Jerusalem IS 91351 25,000 SHATIL 9 Yad Harutzim Street Jerusalem 91533 85,000 Shdemot Seminar Oranim Kiryat Tivon 36006 94,000 Shiluv ("integration") 2516 Brenner St. Kiryat Ono 55201 31,000 Sahara 90116 Chabad Street Jerusalem, Old City IS 37,000 Soroka Medical Center P.O. Box 151 Beer Sheva IS 84101 50,000 Tel Aviv Educational & Cultural-Hatikvah 29 tdelson St. Tel Aviv 63324 38,000 Telem Kibbutzim Child and Family Clinics 147 Namir Road Tel Aviv is 62507 25,000 The Assoc. for Advance, of Ethiopian Fam 89142 Shaul Hamelech St. Beer-Sheva 84795 35,000 The Association for Community Dev. P.O. Box 304 Acre 24103 23,000 The Association for the Elderly in Lod 6 Machanot Kafrisin Street Lod 40,000 The Israel Assoc. of Community Centers P.O.B. 9583 Jerusalem 91090 438,000 The Israel Movemt .- Progressive Judaism 13 King David St. Jerusalem 94101 83,000 The Jerusalem Shelter for Battered Women P.O.Box 10403 Jerusalem 115,000 The Jerusalem Fellowships (New York) 28 Park Avenue Monsey NY 10952 2,000 The Jerusalem Inter-Cultural Center 22 Shivtei Israel Street Jerusalem IS 95105 15,000 The Kiryat Gat Network of Community Ctrs P.O.Box 437 Kiryat Gat IS 81203 72,000 The Lod Ed. & Cultural Inst Corp. 2 Kaptan Street Lod 71385 95,000 The Rosh Pina Mainstreaming Network 80 Jaffa Road Jerusalem is 91233 77,000 The Shoshana & Plnhas Sapir Kfar Saba CC Hadarim Quarter Kfar Saba P.O.Box 25 44100 95,000 The TALI Education Fund 4 Avraham Granot St. Jerusalem is 91160 54,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received, PAGE 4 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN:51-0172429

Form 990 Part 1l - Statement of Functional Expenses , Line 22: Grants and allocations

Name of Anoncy Address Amount

Theatre Company, Jerusalem P.O. Box 4727 Jerusalem is 91044 50,000 Tikva Corp. 1369 Broadway, 4th Floor New York NY 10018 33,000 Touro College - Israel 20 Pierre Koenig Street Talpiot, Jerusalem 91102 2,000 Tsad P.O.B. 34336 Jerusalem 91341 2,000 UJC Overseas Supplemental GivinglIEF 111 Eighth Avenue, Suite 11 E New York NY 10011-5201 533,000 Yad Sarah Kiryat Weinberg Jerusalem 96187 75,000 Yedidim 101 Uziel St. Jerusalem 91161 50,000 Yemin Orde Youth Village D.N. Hof Hacarmel IS 30895 25,000 Yeshivat Herder Yerucham P.O. Box 110 Yerucham IS 80500 20,000 Zaka 3 Gmul Street, POB 50578 Jerusalem is 91504 25,000

United Jewish Communities of N.A. 111 Eighth Avenue, Suite 11 E New York NY 10011-5201 68,220,000 83,299,000

Community Centers and Day Camps 784,000 92nd Street YM-YWHA 1395 Lexington Avenue New York NY 10128 11219 440,000 Boro Park YM & YWHA 4912-14th Avenue NY 428,000 Bronx House, Inc. 990 Pelham Parkway South Bronx NY 10461 657,000 Bronx-Riverdate YM-YWHA 5625 Arlington Avenue Bronx NY 10471 958,000 Central YM & YVIfHA 67-09 108th Street Forest Hills NY 11375 1,608,000 Edith and Carl Marks JCHB 7802 Bay Parkway Brooklyn NY 11214 188,000 Educational Center for Russian Jewry 98-12 66th Avenue Rego Park NY 11374 513,000 Hebrew Educational Society 9502 Seaview Avenue Brooklyn NY 11236 287,000 Henry Kaufmann Campgrounds, Inc. 667 Blauvelt Road Pearl River NY 10965 10010-1579 525,000 JCC Association 15 East 26th Street New York NY 12603 25,000 JCC of Dutchess County 110 South Grand Avenue Poughkeepsie NY 10583-6899 413,000 JCC of Mid-Westchester 999 Wilmot Road Scarsdale NY

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received . PAGE 5 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 34, 2003 EIN: 51-0172429

Form 990 Part II - Statement of Functional Expenses, Line 22: Grants and allocations

Name of Aaencv Address Amount

JCC of the Greater Five Towns 207 Grove Avenue Cedarhurst NY 11516 491,000 of Starrett City 1305 Delmar Loop, #17C Brooklyn NY 11239 25,000 Jewish Community Center of 475 Victory Boulevard Staten Island NY 10301 570,000 Jewish Community Center on the Hudson 371 South Broadway Tarrytown NY 10591 213,000 Kings Bay YM-YWHA 3495 Nostrand Avenue Brooklyn NY 11229 746,000 Mid-Island Y Jewish Community Center 45 Manetto Hill Road Plainview NY 11803-1396 444,000 Mosholu-Montefiore Community Center 3450 Dekalb Avenue Bronx NY 10467 348,000 Richard G Rosenthal JCC of N Westchester 600 Bear Ridge Road Pleasantvilie NY 10570 332,000 Rose YM-YWHA of Southern Westchester 30 Oakley Avenue Mount Vernon NY 10550 308,000 Samuel Field/Bay Terrace YM&YWHA 58-20 Little Neck Parkway Little Neck NY 11362 935,000 Sephardic Community Center 1901 Ocean Parkway Brooklyn NY 11223-3056 640,000 Shorefront Y of Brighton-Manhattan Beach 3300 Coney Island Avenue Brooklyn NY 11235-6606 1,230,000 Sid Jacobson Jewish Community Center 300 Forest Drive East Hills NY 11548 407,000 Suffolk Y Jewish Community Center 74 Hauppauge Road Commack NY 11725-4443 599,000 The Barry and Florence Friedberg JCC 15 Neil Court Oceanside NY 11572-5815 612,000 The Educational Alliance, Inc. 197 East Broadway New York NY 1Q002-5598 2,387,000 The Jewish Community Center in Manhattan 334 Amsterdam Ave. at 76th St. New York NY 10023 278,000 YM-YWHA of Washington Heights and Inwood 54 Nagle Avenue New York NY 10040 513,000 17,904,000

Human Services

American Jewish Family & Children's Agencies 557 Cranbury Road Suite 2 East Brunswick NJ 08816-5419 13,000 AVODAH: The Jewish Service Corps 443 Park Avenue South, 11th Floor New York NY 10016 60,000 Coal. Voluntary Mental Health Agencies 90 Broad Street New York NY 10004 3,000 F.E.G.S. 315 Hudson Street New York NY 10013 4,549,000 Guardians of the Sick, Inc. 5216 11th Avenue Brooklyn NY 11219 5,000 Hebrew Free Burial Association, Inc. 224 West 35th Street, Room 300 New York NY 10001 16,000 Human Services Council of 2 Park Avenue, 2nd Floor New York NY 10016 11,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received. PAGE 6 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 980 Part 11- Statement of Functional Expenses, Line 22: Grants and allocations

Name of Aaencv Address Amount

Jewish Bd. Family & Children's Services 120 West 57th Street New York NY 10019-3320 7,445,000 Jewish Child Care Association of NY 120 Wall Street New York NY 10005 712,000 Joint Passover Association 32 Broadway, Suite 511 New York NY 10004 223,000 Lenox Hill Bikur Cholim 131 East 78th Street, Suite F New York NY 10021 15,000 Lexington Center 30th Avenue and 75th Street Jackson Heights NY 11370 20,000 Met Council 80 Maiden Lane, 21st Floor New York NY 10038 1,945,000 New York AIDS Coalition 231 West 29th Street, Room 1002 New York NY 10001 2,000 New York Society for the Deaf 161 William Street, 11th Floor New York NY 10038 265,000 Partnership for the Homeless 305 7th Avenue, 13th Floor New York NY 10001 1,000 Penn South Social Services, Inc. 290 Ninth Avenue New York NY 10001 10,000 The Human Services Council of New York City 2 Park Avenue, 2nd Floor New York NY 10016 5,000 Westchester Jewish Community Services 845 North Broadway, Suite 2 White Plains NY 10603-2427 997,000 16,297,000

Jewish Education and Culture

Abraham Joshua Heschel School 270 West 89th Street New York NY 10024-1796 90,000 American Pardes Foundation, Inc. 136 East 39th Street New York NY 10016 4,000 Arden Heights Boulevard Jewish Center 1766 Arthur Kill Road Staten Island NY 10312 1,000 Association of Jewish Centers 15 East 26th Sheet New York NY 10128 1,000 Bet Torah 60 Smith Avenue Mount Kisco NY 10549 4,000 USA, Inc. 521 Fifth Avenue, 27th Floor New York NY 10175 1,166,000 B'nei Akiva 7 Penn Plaza, Suite 205 New York NY 10001 5,000 Board of Jewish Education 520 8th Avenue, Suite 1510 New York NY 10018 2,927,000 Brandefs: Center Modern Jewish Studies Mailstop 014 Waltham MA 02454 39,000 Brooklyn College Hillel Foundation 29-01 Campus Road Brooklyn NY 11210 10,000 CAJE 281 West 35th Street, Floor 12A New York NY 10001 5,000 Commack Jewish Center 83 Shirley Court Commack NY 11725 10,000 Congregation B'nai Jeshurun 2109 Broadway, Suite 203 New York NY 10023 16,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received . PAGE 7 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part II - Statement of Functional Expenses . Line 22: Grants and allocations

Name of Agency Address Amount

Congregation Rodeph Sholom School 7 West 83rd Street New York NY 10024-5201 82,000 Conservative Synagogue of the Hamptons P.O. Box 1800 East Hampton NY 11937 (6,000) Edgar M. BroMman Center for Jewish Life 7 East 10th Street New York NY 10003-5921 20,000 Foundation for Jewish Camping, Inc. 6 East 39th Street, 10th Floor New York NY 10016 25,000 Foundations, Inc. 2 Executive Drive, Suite 1 Moorestown NJ 08057 212,000 Friends of Israel Scouts 50 West 58th Street New York NY 10019 68,000 Gruss Life Monument Funds, Inc. 45 Broadway, Suite 3050 New York NY 10006 3,158,000 Hashomer Haizair 114 West 26th Street New York NY 10001 5,000 Hebrew Institute of Riverdate 3700 Henry Hudson Parkway Riverdale NY 10463 40,000 Hebrew Institute of White Plains 20 Greenridge Avenue White Plains NY 10605 5,000 Hebrew Union College-Jew. Inst. Religion One West 4th Street New York NY 10012-1186 96,000 Magazine 330 Seventh Avenue, 21 st. Floor NY NY 10001 108,000 Hillel: Jewish Campus Life Foundation 800 Eighth Street NW Washington DC 20001 554,000 Hillels of New York 370 Seventh Avenue, Suite 303 New York NY 10001 1,158,000 Hillels of Westchester (New York) CCN-0024, 735 Anderson Hill Road Purchase NY 10577 42,000 HUC-JIR, -Rhea Hirsch School 3077 University Avenue Los Angeles CA 90007 170,000 Israeli Scouts - Chetz V'Keshet 1 Ramada Plaza, Suite 801 New Rochelle NY 10801 14,000 JESNA 111 Eighth Avenue, 11th Floor New York NY 10011-5201 304,000 Jewish Book Council 150 E. 26th Street New York NY 10010 5,000 Jewish Braille Institute of America, Inc 110 East 30th Street New York NY 10016 17,000 Jewish Continuity Program 130 East 59th Street New York NY 10022 1,000 Jewish Foundation School 400 Casweil Avenue Staten Island NY 10314 5,000 Jewish Reconstructionist Federation 7804 Montgomery Avenue, Suite 9 Elkfns Park PA 19027 25,000 Jewish Theological Seminary 3080 Broadway New York NY 10027-4649 80,000 Kibbutz Program Center 633 Third Avenue, 21 st Floor New York NY 10017 3,000 Kivunim 300 Central Park West New York NY 10024 10,000 Kolot: Reconstructionist Rabbinical Col. 1299 Church Road Wyncote PA 19095 168,000 Machon Bais Yaakov Hilda Bim HS 1681-83 42nd Street Brooklyn NY 11204 2,000 MATAN: The Gift of Jewish Learning 111 Eighth Avenue, 11th Floor New York NY 10011 103,000 Mercaz Hatorah 3495 Richmond Road Staten Island NY 10306 1,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received . PAGE 8 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 57-0172429

Form 990 Part II - Statement of Functional Expenses, Line 22: Grants and allocations

Name of Auencv Address Amount

Metropolitan Russian-American Parents As 84-05 108th Street, #C4 Richmond Hill NY 11418 10,000 Museum of Jewish Heritage One Battery Park Plaza New York NY 10004-1484 8,000 National Foundation for Jewish Culture 330 Seventh Avenue, 21st FI New York NY 10001 200,000 National Ramah Commission 3080 Broadway New York NY 10027 24,000 NCSY 11 Broadway New York NY 10004 (5,000) New York Board of 136 East 39th Street, 4th Floor New York NY 10016-0914 154,000 North Font Reform Synagogue P.O. Box 1625 Southold NY 11971 8,000 North Shore Jewish Center 385 Old Town Road Port Jefferson Sta. NY 11776 20,000 Ohr Somayach International 1399 Coney Island Avenue Brooklyn NY 11230 (33,000) Partnership fog Excellence in Jewish Ed. 183 State Street, Suite 6A Boston MA 02109-2604 300,000 Persian Congregation of Flatbush 1434 Ocean Parkway Brooklyn NY 11230 15,000 P'tach 4612 13th Avenue Brooklyn NY 11219 3,000 Schools of Jewish Communal Service 110 Eighth Avenue New York NY 10011-5201 14,000 Solomon Schechter Day School of Nassau 27 Cedar Swamp Road Glen Cove NY 11542 (1,000) Solomon Schechter School of Manhattan 50 East 87th Street, 4th Floor New York NY 10128 10,000 Solomon Schechter School of Westchester 555 W. Hartsdale Aveny Hartsdale NY 10530 25,000 Suffolk Assoc.for Jewish Ed. Services 777 Larkfield Road, Suite 118 Commack NY 11725-3195 233,000 Temple Israel of Lawrence 140 Central Avenue Lawrence NY 11559 4,000 Temple Israel of Northern Westchester Glengary Road Croton-on-Hudson NY 10520 (1,000) Temple Israel of Staten Island 315 Forest Avenue Staten Island NY 10301 1,000 The Alban Institute 7315 Wisconsin Avenue, Suite 1250 Bethesda MD 20814 50,000 The Community Synagogue of Rye 200 Forest Avenue Rye NY 10580 (5,000) The Curriculum Initiative 124 West 24th Street, #5D New York NY 10011 168,000 The Nesiya Institute 111 South Highland Street, Suite 181 Memphis TN 38111 58,000 United Synagogue of Conservative Judaism 10 Agron St. P.O.B. 7456 Jerusalem 94265 27,000 University of Judaism 15600 Mulhofland Drive Los Angeles CA 90077 341,000 Volunteers for Israel 330 West 42nd Street, #1618 New York NY 10036-6902 2,000 Westchester Hebrew High School 856 Oriental Avenue Mamaroneck NY 10543 3,000 Torah Vodaath and 425 East 9th Street Brooklyn NY 11218 2,000 Young Israel of New Rochelle 1228 North Avenue New Rochelle NY 10804 8,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received. PAGE 9 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part 11- Statement of Functional Expenses, Line 22: Grants and allocations

Name of Anoncy Address Amount

Young Judaea 50 West 58th Street New York NY 10019 12,000 Zionist Organization of America (ZOA) 4 East 34th Street New York NY 10016 2,000 12,413,000

Geriatric Services

Beth Abraham Health Services 612 Allerton Avenue Bronx NY 10467 179,000 Council of Sr. Centers and Services NYC 49 West 45th Street, 7th Floor New York NY 10036 1,000 DOROT 171 West 85 Street New York NY 10024 394,000 Gurwin Jewish Geriatric Center 68 Hauppauge Road Commack NY 11725-9017 129,000 Jewish Assoc. for Services for the Aged 132 West 31st Street, 15th Floor New York NY 10001 2,467,000 Jewish Home and Hospital 120 West 106th Street New York NY 10025-3797 411,000 Metropolitan Jewish Health System 6323 7th Avenue Brooklyn NY 11220 196,000 Parker Jewish Institute 271-11 76th Avenue New Hyde Park NY 11040-1433 274,000 Sarah Neuman Ctr. for Healthcare & Rehab 845 Palmer Avenue Mamaroneck NY 10543 26,000 Selfhelp Community Services, Inc. 520 Eighth Avenue, 5th Floor New York NY 10018 697,000 4,774,000

Community Development

ADL 823 United Nations Plaza New York NY 10017 70,000 Bensonhurst Council of Jewish Orgs. 8635 21 st Avenue, #1 B Brooklyn NY 11214 39,000 Bronx Jewish Community Council 2930 Wallace Avenue Bronx NY 10467 177,000 Concourse-North Bronx Jewish Com. Cncl. 1175 Findlay Avenue Bronx NY 10456 35,000 Conference Jewish Org. of Nassau County 6900 Jericho Turnpike, Suite 302 Syosset NY 11791 27,000 Co-op City Jewish Community Council 177 Dresser Loop, Room 18 Bronx NY 10475 31,000 Council of Jewish Orgs. of Flatbush 1550 Coney Island Avenue Brooklyn NY 11230 41,000 Crown Heights Jewish Community Council 387 Kingston Avenue Brooklyn NY 11225 36,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received. PAGE 10 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN:51-0772429

Form 990 Part II - Statement of Functional Expenses . Line 22: Grants and allocations

Name of Agenc Address Amount

E. Meadow Jewish Comm. Relations Council 386 Garden Street East Meadow NY 11554 3,000 Flushing Jewish Community Council 65-15 164th Street Flushing NY 11365 5,000 Jackson Heights Elmhurst Kehillah 33-47 91st Street Jackson Heights NY 11372 16,000 JCPA 443 Park Avenue South New York NY 10016-7322 252,000 Jewish Com Cncl of Kew Gardens/Rich Hill 82-46 Lefferts Blvd. #1A Kew Gardens NY 11415 2,000 Jewish Com. Cncl of Rockaway Peninsula 1525 Central Avenue Far Rockaway NY 11691 57,000 Jewish Com. Cncl. Wash. Hgts. & Inwood 121 Bennett Avenue, Room 11A New Yolk NY 10033 71,000 Jewish Com. Council of Pelham Parkway 2157 Holland Avenue Bronx NY 10462 8,000 Jewish Community Council of Canarsie 1170 Avenue Brooklyn NY 11239-1214 140,000 Jewish Community Council of Kings Bay 3495 Nostrand Avenue Brooklyn NY 11229 42,000 Jewish Community Council of Mount Vernon 30 Oakley Avenue Mount Vernon NY 10550 6,000 Jewish Community Relations Council NY 70 West 36th, Suite 700 New York NY 10018 1,307,000 Jewish Council of Yonkers 584 North Broadway Yonkers NY 10701 31,000 National Conference on Soviet Jewry 1640 Rhode Island Ave, N.W. Suite 501 Washington DC 20036-3278 121,000 Northeast Queens Jewish Comm. Council 5&20 Little Neck Parkway Little Neck NY 11362 32,000 Riverdale Jewish Community Council 5625 Arlington Avenue Bronx NY 10471 59,000 Shorefront Jewish Community Council 3049 Brighton 6th Street, Lower Level Brooklyn NY 11235 228,000 Suffolk COJO 74 Hauppauge Road, Room 53 Commack NY 11725 19,000 United Jewish Cncl. of the East Side 235 East Broadway New York NY 10002 48,000 Westchester Jewish Conference 701 Westchester Avenue, Suite 203E White Plains NY 10604 32,000 2,935,000

Camas

Association of Jewish Sponsored Camps 130 East 59th Street, 12th Floor New York NY 10022 39,000 Berkshire Hills-Emanuel Camps 547 Saw Mill River Road, Suite 3D Ardsley NY 10502 175,000 Block & Hexter 271 Route 46 West a109 Falrfleld NJ 07004 123,000 Camp Dora Golding 5515 New Utrecht Avenue Brooklyn NY 11219 198,000 Camp Louemma, Inc. 214-45 42nd Avenue Bayside NY 11361 104,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received . PAGE 11 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part 11- Statement of Functional Exaenses. Line 22: Grants and allocations

Name of Aaencv Address Amount

Camp Moshava 7 Penn Plaza, Suite 205 New York NY 10001 40,000 Camp Nageela 110 Rockaway Turnpike Lawrence NY 11559 20,000 Camp Tel Yehudah 50 West 58th Street New York NY 10019 28,000 Camps Mogen Avraham, Heller, Stemberg 1123 Broadway, Suite 1011 New York NY 10010 280,000 Isabella Freedman Jewish Retreat Center 307 7th Avenue, Suite 900 New York NY 10001 175,000 NY Ser. Handicapped, Camp Oakhurst 853 Broadway New York NY 10003 62,000 Ramapo Anchorage Camp, Inc. P. O. Box 266 Rhinebeck NY 12571 116,000 Surprise Lake Camp 307 7th Avenue - Suite 900 New York NY 10001 211,000 Usdan Center 420 East 79th Street New York NY 10021 96,000 1,667,000

Hospitals

Beth Israel Medical Center 1st Avenue at 16th Street New York NY 10003 154,000 Blythedale Children's Hospital 95 Bradhurst Avenue Valhalla NY 10595-1697 60,000 Children's Medical Fund of New York 3000 Marcus Avenue, Suite 1W9 New Hyde Park NY 11040 1,000 Maimonides Medical Center 4502 Tenth Avenue Brooklyn NY 11219 45,000 Montefiore Medical Center 111 East 210th Street Bronx NY 10467-2490 256,000 Mount Sinai Medical Center One Gustave L. Levy Place New York NY 10029-6574 167,000 North Shore- L.I. Jewish Health System 145 Community Drive Great Neck NY 11021 145,000 828,000

Education and Scholarships

Brooklyn Law School 250 Joratemon Street Brooklyn NY 11201 4,000 Columbia Law School 7125 Amsterdam Avenue New York NY 10027 13,000 Hunter College 695 Park Avenue New York NY 10021 1,000 MIT 77 Massachusetts Avenue Cambridge MA 02189-4307 5,000

STATEMENT 4 Note: Negative amounts reported fn this statement denote adjustments of prior-period grants received . PAGE 12 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN:51-0172429

Form 990 Part 11- Statement of Functional Expenses . Line 22: Grants and allocations

Name of Auencv Address Amount

New School University 66 West 12 Street New York NY 10011 4,000 New York University College of Dentistry 345 East 24th Street New York NY 10010 9,000 Northeastern University 360 Huntington Ave., 254 Richards Hall Boston MA 02115 4,000 Penn State University School of Medicine 500 University Drive, P.O.Box 850 Hershey PA 17033-0850 4,000 Scholarships Administered by HFLS 675 Third Avenue at 42nd St., Suite 1905 New York NY 10017 483,000 St. John's University 8000 Utopia Parkway Jamaica NY 11439 4,000 St. John's University - School of Law 8800 Utopia Parkway Jamaica NY 11439 5,000 SUNY-Stony Brook P.O. Box 619 Stony Brook NY 11790-0619 5,000 The Beekman School 220 East 50th Street New York NY 10022 5,000 University of First Floor, Lee Building College Park MD 20742-5151 5,000 University of Miami - School of Law P.O.Box 249146 Coral Gables FL 33124 5,000 Visual Arts Foundation, Inc. 15 Gramercy Park South New York NY 10003 4,000 Yeshiva University 500 West 185th Street, Room 111 New York NY 10033 5,000 565,000

Refugee Resettlement

HIAS 206,000 New York Association fog New Americans 17 Battery Place, 8th Floor New York NY 10004-1102 314,000 520,000

Other

American Assoc. of Holocaust Survivors 875 Avenue Z Brooklyn NY 11235 20,000 American Assoc. of Jews from the USSR 100 Church St., Suite #1608 New York NY 10007 21,000 American Jewish World Service 45 W 36th Street, 10th Floor New York NY 10018 20,000 Asian American for Equality 277 Grand Street New York NY 10022 2,000 Asma Society 170 E. 96th St. suite 217 New York NY 10128 3,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received. PAGE 13 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part 11- Statement of Functional Expenses. Line 22: Grants and allocations

Name of Agency Address Amount

Ben. N. Cardozo Schl. of Law--Yeshiva U. 55 Fifth Avenue New York NY 10003-4391 4,000 Bklyn Develop Disabilities Serv Office 888 Fountain Avenue Brooklyn NY 11208-5597 3,000 Chamah 78 Pearl Street New York NY 10004 50,000 Chevra 1340 East 9th Street Brooklyn NY 11230 240,000 Child Care, Inc. 275 7th Avenue, 15th Floor New York NY 10001 1,000 Citizen's Committee for Children 105 East 22nd Street, 7th Floor New York NY 10010 1,000 CLAL 440 Park Avenue South - 4th Floor New York NY 10016-8012 117,000 CLAL - The NaYI Center for Learning & Leadership 440 Park Avenue South - 4th Floor New York NY 10016-8012 32,000 COJECO 100 Church Street New York NY 10007 175,000 COJECO 100 Church Street New York NY 10007 36,000 Community Funds dba The Funds for New Citizens 2 Park Avenue, 2nd Floor New York NY 10016 25,000 Foundation for Ethnic Understanding 1 East 93rd Street #1 C New York NY 10128 7,000 Fund for Retired JFC Workers 130 East 59th Street New York NY 10022 3,000 Getting Equitable Treatment, Inc. 947 East 12th Street Brooklyn NY 11230 1,000 Hazon, Inc. 220 Fifth Avenue, Suite 1301 New York NY 10001 16,000 Hebrew Free Loan Society 675 Third Avenue at 42nd St., Suite 1905 New York NY 10017 229,000 Israel Tribute Committee, Inc. 426 West 58th Street New York NY 10019 200,000 Jewish Community Dev. Fund in Russia 45 West 36th Sheet, 19th Floor New York NY 10018 40,000 Jewish Telegraphic Agency (JTA) 330 Seventh Avenue, 11th FI New York NY 10001-5010 159,000 Joshua Venture 28 Second Street, Suite 500 San Francisco CA 94105 10,000 Legal Action Center 153 Waverly Place, 8th Floor New York NY 10014 1,000 Life's End Institute: Missoula Dem Proj 320 East Main Street Misaoule MT 59802 2,000 Marjorie Geismar Fund 130 East 59th Street New York NY 10022 2,000 Mercaz Harmony P.O. Box 43208 Jerusalem IS 91431 40,000 MERCHAVIM - The Inst, for Adv. Shared 19 Motzkin St. Ramla 72204 65,000 Neighborhood Family Service Coalition 350 Broadway, Suite 525 New York NY 10013 1,000 New York Immigration Coalition 275 Seventh Avenue-9th Floor New York NY 10001 2,000 New York Legal Assistance Group 130 East 59th Street, 14th Floor New York NY 10022-1302 982,000 Ossim Shalom P.O.Box 36541 Jerusalem 91364 27,000 Plaza Jewish Community Chapel, Inc. 630 Amsterdam Avenue New York NY 10025 5,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of prior-period grants received. PAGE 14 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN:51-0172429

Form 990 Part 11- Statement of Functional Expenses . Une 22: Grants and allocations

Name of Agencv Address Amount

Project Kesher 2144 Ashland Avenue, Suite 3 Evanston IL 60201 30,000 Schuylur Center for Analysis & Advocacy 150 State Street, 4th Floor Albany NY 12207 1,000 Suzuki Association of the Greater Wash. 7717 14th Street, NW Washington, DC 20012 5,000 The Blue Card, Inc. 1 W. 34th Street . Room 404 New York NY 10001 10,000 The Children's Aid Society 105 E. 22nd St. Suite 102 New York NY 10010 10,000 The City Project 350 Broadway, Suite 525 New York NY 10053 1,000 The Dialogue Project 123 Seventh Avenue POB 234 Brooklyn NY 11215 20,000 Yad Rive- Legal Rep. for the Elderly 124 Herzl Blvd. Jerusalem 96187 40,000 Zichron Menachem: The Israeli Assoc. 23 Harav Frank St. Jerusalem 25,000 Other New York NY 7,000 2,681,000

Total Grants and Allocations 143,893,000

STATEMENT 4 Note: Negative amounts reported in this statement denote adjustments of poor-period grants received. PAGE 15 OF 15 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Farm 990 Part II - Statement of Functional Expenses - Line 42: Depreciation, depletion, etc.

Description Method Amount

Building S/L 618,000

Computer hardware, software, etc. SIL 717,000

Leasehold improvements, furniture, fixtures, S/L 56,000 and equipment

Automobiles S/L 7,000

Copying and printing equipment S/L 96,000

Amortization S/L 24,000

Total 2,018,000

STATEMENT 5 51-0172429

FARM 990 OTHER EXPENSES STATEMENT 6

(B) (C) PROGRAM MANAGEMENT DESCRIPTION TOTAL SERVICES AND GENERAL FUNDRAISING

CONSULTANT FEES & EXPENSES 1,153,000 . 235,000 . 286,000 . 632,000 . AD-MEDIA PRINT 1,199,000 . 245,000 . 297,000 . 657,000 . BANK FEES 480,000 . 98,000 . 119,000 . 263,000 . INSURANCE EXPENSE 432,000 . 88,000 . 107,000 . 23,000 . LIFE INSURANCE 304,000 . 62,000 . 75,000 . 167,000 . MAINTENANCE - SOFTWARE 144,000 . 29,000 . 36,000 . 79,000 . MARKET RESEARCH $4,000 . 17,000 . 21,000 . 46,000 . AGENCY FEES 82,000 . 17,000 . 20,000 . 45,000 . OTHER 1,434,000 . 298,000, 375,040_ 761,000 .

TOTAL TO FM 990, IN 43 5,312,000 . 1,089,000 . 1,336,000, 2,887,000-

19 STATEMENT(S) 6 '1 X1'1 ^~ /~ A n "7 'f G '1 C 7 C D G '1 A 7 '7 7 A '1 A 7 /l A 7 !~ f] A A A T TT1 TTLM TWtTT OV T nTf WT T 'LET. TT. MAIA 17 7 'I UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part III Organization's Primary Exempt Purpose

UNITED JEWISH APPEAL - FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC.'S (UJA-FEDERATION) mission is "caring for those in need, rescuing those in harm's way, and renewing and strengthening the Jewish people in New York, in Israel, and around the world."

UJA-Federation advances its mission by making grants to over 381 affiliated, allied and other agencies and organizations that provide services to those in need in the New York area and in Jewish communities around the world and provide a range of social, cultural, educational and other services in Jewish communities in New York City, Nassau, Suffolk and Westchester Counties, in Israel, and in over 59 other countries. UJA-Federation also directly provides communal planning activities, capacity-building services for its network of agencies, training and education programs, public policy initiatives and volunteer opportunities through which individuals can become engaged in the work of UJA-Federation and its agencies.

To support these activities, UJA-Federation conducts an annual campaign that raises both unrestricted funds and funds for specific targeted purposes. From time to time, UJA-Federation also conducts special campaigns to respond to particular situations such as terrorism in Israel, the aftermath of the World Trade Center attack in New York, and the economic crisis in .

STATEMENT 7 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN:51-0172429

Form 990 Part III Statement of Program Service Accomplishments

U7A-Federation is a central fundraising and planning organization which makes grants to direct service providers in New York, Israel and in over 59 countries throughout the world so that the people receiving services can live healthier, more productive and enriched lives. The four major areas of services supported by U7A-Federation are: overseas agencies, community centers and day camps, human services and Jewish education and culture.

(a) Most money raised by the UJA-Federation of New York Annual Campaign, Israel Emergency Fund (IEF), Terrorism Response Fund (TRF), and Argentinean Jewry Relief is directed to more than 3 million people a year through United Jewish Communities (UJC), which supports the Jewish Agency for Israel and the American Jewish Joint Distribution Committee (JDC). In over 59 countries around the world, JAFI and TDC provide human-service, immigration, and acculturation assistance for Jews. In Israel, social-service, recreation, and enrichment programming through supported hospitals, community centers, schools, and other institutions reaches primarily the Jewish population, though many programs extend to the entire community. Funding priorities of IEF and TRF are security for all, safe spaces for children, trauma counseling, and direct aid for victims of terrorism.

(b) UJA-Federation provides financial support for 26 Y's and community centers throughout an eight county area in and around New York City. Collectively, the centers serve about one million people in almost 100 locations. Community centers continue to serve preschoolers, people with special needs, teens, families and the elderly. Services to a poverty and near-poverty population continue to strengthen, particularly in Brooklyn and the Bronx. In addition, UJA- Federation supported 15 camps serving over 10,000 children and elderly persons. Four of the camps provide vacation services to the elderly, eight camps serve children and three specialize in services to emotionally and physically challenged individuals.

STATEMENT 8 Page 1 of 2 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part III Statement of Program Service Accomplishments

(c) Funds raised by UJA-Federation of New York aid 1 .4 million persons a year in New York City, Westchester County, and Long Island through the activities of more than 100 health, social- service, educational, and community agencies. Agency services include housing, medical care, mental-health counseling, education, food programs, recreation; and Jewish enrichment. Populations served include Jews and non-dews of all ages, including immigrants, seniors, the disabled, the sick, and the poor. As part of United Services Group, UJA-Federation of New York has been a major human-services provider in the aftermath of the World Trade Center attack. Additional assistance is available for New Yorkers through UJA-Federation of New York's Terrorism Response Fund.

(d) UJA-Federation has expanded and intensified its support of Jewish education for children and teachers in the New York area. This year the Board of Jewish Education (BJE) received $2.9 million from U7A-Federation, more than 50 percent of BJE's budget. BJE programs help to improve curricula and teaching techniques to serve the needs of some 180,000 students and approximately 15,000 educators in 855 schools throughout the New York area. Additional aid for Jewish education came from UJA-Federation's Fund for Jewish Education in the amount of $3 .6 million. Further in this regard, $3.6 million has been awarded to 55 institutions through the Commission on Jewish Identity and Renewal.

STATEMENT 8 Page 2 of 2 51-0172429

CORM 990 OTHER PROGRAM SERVICES STATEMENT

PROGRAM SERVICES GRANTS AND DESCRIPTION ALLOCATIONS EXPENSES

3ERIATRIC SERVICES 4,774,000 . 5,119,000, 2OMMUNITY DEVELOPMENT 2,935,000 . 3,147,000 . 2AMP$ 1,667,000 . 1,787,000 . 30SPITALS 828,000, 888,000 . EDUCATION AND SCHOLARSHIPS 555,000, 606,000 . REFUGEE RESETTLEMENT 520,040, 558,000 . JTHER 2,691,000, 2,886,000 .

TOTAL TO FORM 990, PART III, LINE E 13,980,000, 14,991,000 .

20 STATEMENT S) q UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990 Part IV - Balance Sheet - Line 51 - Other notes and loans receivable

Loans and Advances to Affiliated Agencies 21,296,000

Less: Allowance for Doubtful Accounts (2,014,000)

Loans and Advances to Affiliated Agencies (net) 19,282,000

STATEMENT 10 51-0172429

FORM 990 NON-GOVERNMENT SECURITIES STATEMENT i1

TOTAL NON-GOV'T SECURITY DESCRIPTION SECURITIES

ALTERNATIVE INVESTMENTS 210,976,000 . EQUITY SECURITIES 124,130,000 . DEBT SECURITIES 59,646,000 . ASSETS HELD UNDER CHARITABLE TRUST AGREEMENTS 50,748,000 . STATE OF ISRAEL BONDS 17,129,000 .

TO 990, LN 54 COL B _ 462,629,000,

21 STATEMENT S) ~ ~ 1,7ninAll iqlrig RFif117idi0 7(1f17 (1Q(1(1(1 TTTTTTFTI .TFWTGH AAPFAT, . FFi)F R51 ill 771 51-0172429

FORM 990 GOVERNMENT SECURITIES STATEMENT

TOTAL GOV T DESCRIPTION SECURITIES

UNITED STATES GOVERNEMENT AND AGENCY OBLIGATIONS 26,090,000 .

TOTAL TO FARM 990, LINE 54, COL B 26,090,000,

22 STATEMENT S) 12.. 17~'7nnII 1919'29 nS1(1'177d70 7(1(1?_n9nn(1 TTNTTFT) ,TFWTSH APPEAL - FEDE B5101721 51-0172429 i FORM 990 OTHER INVESTMENTS STATEMENT 1-3

VALUATION DESCRIPTION METHOD AMOUNT

INTEREST IN OIL AND GAS PROPERTIES COST 1,529,000 .

TOTAL TO FORM 990, PART IV, LINE 56, COLUMN B i,sas,ooo .

2 3 STATEMENT(S) 1 77'7AA7'7 191 RIr, Rr,1 (11 77d7Q )no,) (1Q (1 (1 (1 T'tMTTTi'T1 .TFGTTCH AUpFAT . - FFiIF Rg;1 f11 771 51-0172429

FARM 990 OTHER ASSETS STATEMENT tLA

DESCRIPTION AMOUNT

AMOUNTS HELD ON BEHALF OF OTHER AGENCIES 14,332,000 . NON-DEPRECIABLE PROPERTY 11,917,000 . INTERCOMPANY RECEIVABLES 360,000 . OTHER 30,000 .

TOTAL TO FORM 990, PART IV, LINE 58, COLUMN B zs,sss,ooo .

2 4 STATEMENT(S) , 17(17l1d~7 lS7 RIS RS1 (~179d9A 7nn? _ nAn(Tn tiNTTFI) ,TFWTSH APPFAT~ - FEDE B5101721 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0772429

Form 890 Part IV - Accounts payable and accrued expenses. Line 60

Balance at 6130102 Balance at 6I30I03

Accounts payable and accrued expenses $17,577,000 * $16,380,000

'` Includes approximately $1 million, representing a liability for supplemental retirement benefits for a former employee, accrued in previous years. During the fiscal year ended 6130/03, this liability was satisfied through a lump sum payment pursuant to an agreement with the former employee's then employer.

STATEMENT 15 51-0172429

CORM 990 OTHER LIABILITIES STATEMENT !5A

DESCRIPTION AMOUNT

LIABILITIES UNDER CHARITABLE TRUST AND ANNUITY AGREEMENTS 54,416,000, AMOUNTS HELD ON BEHALF OF OTHER AGENCIES 14,332,000, ACCRUED POST RETIREMENT BENEFITS 6,634,000 .

TOTAL TO FORM 990, PART IV, LINE 65, COLUMN B 75,382,000 .

25 STATEMENT S) 15A 17074427 351535 B510172429 2002 .09000 UNITED JEWISH APPEAL - FEDE B5101721 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30, 2003 EIN : 51-0172429

Form 990. Part V- List of Officers, Directors, Trustees and Key Employees

(B) Title and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted to uosition (C) Compensation benefit mans allowances

Larry Zicklin President & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Morris W. Offit Chair of the Board & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Paul J. Konigsberg Treasurer 8c Member of the Board of Directors - Varies 0 0 0 130 E. 59th St., NY, NY 10022

Judy E, Tenney Secretary & Member of the Board of Directors - Varies 0 0 0 130 E. 59W St, NY, NY 10022

Cheryl Fishbein Cornrrtission Chair & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Marion Blumenthal Conunission Chair & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St., NY, NY 10022

Sidney Lapidus Commission Chair 8c Member of the Hoard of Directors - Varies 0 0 0 130 E. 59th St., NY, NY 10022

Liz Jaffe Commission Chair & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Harvey Schulweis General Campaign Chair & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St., NY, NY 10022

Susan K. Stern General Campaign Chair & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Ludmila Kislin Vice Chair, 2002 Campaign & Member of the Board of Directors - Vanes 0 0 0 130 E. 59th 3t, NY, NY 10022

Joan Ginsbwg Women's Campaign Chair, and Vice Chair, 2002 Campaign & Member 0 0 0 130 E. 59th St., NY, NY 10022 of the Board of Directors - Varies

STATEMENT i6 PAGE 1 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN :51-0172429

Form 990, Part V- List of Officers, Directors, Trustees and Key Employees

(B) Title and average (D) Contributions (E) Expense account bows per week to employee and other (A) Name and address Devoted to position (C) Compensation benefit plans allowances

Jerry W. Levin Chair of Special Gifts & Member of the Board of Directors - Varies 0 0 0 130 E. 59W St, NY, NY 10022

Roger W. Einiger Executive Committee at Large & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Lynn Korda Kroll Executive Committee at Large Rc Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Mearyi H. Tisch Executive Committee at Large & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Mart A. Utay Executive Committee at Large & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, N1' 10022

Roy J. Zuckerberg Executive Committee at Large & Member of the Board of Directors - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Matthew J. lvtaryles Special Advisor to the President & Member of the Board of Directors - Vanes 0 0 0 130 E. 59th SL, NY, NY 10022

Nathan S. Ancell * Honorary Officer - Vanes 0 0 0 130 E. 59th St, NY, NY 10022

Meshulam Riklis Honorary Officer - Varies 0 0 0 130 E. 59th 5t., NY, NY 10022

I.surence A. Tisch *' Honorary Officer - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Robert H. Arrow Life Trustee - Varies 0 0 0 130 E. 59th St, NY, NY 10022

Henry Bemstein + Life Trustee - Varies 0 0 0 130 E. 59th St, NY, NY 10022

STATEMENT 1B PAGE 2 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL. YEAR ENDED JUNE 30, 2003 EiN : 51-0172429

Form 990 Part V- List of Officers, Directors Trustees and Key Employees

(B) Tide and average (D) Contributions (E) Expense account hours per week to employee and other (A] Name and address Devoted to position L,) CoMensation benefit plats allowances

Lawrence B Buttenwieser life Trustee - Varies 0 0 0 130 E. 59th St, NY, NY 10022

George H. Heyman, Jr. " Life Trvestee - Varies 0 0 0 130 E. 59W St., NY, NY 10022

William Kahn Life Trustee - Varies 0 0 0 130 E. 59th St., NY, NY 10022

Irving Schneider Life Trustee - Varies 0 0 0 130 E. 59th St., NY, NY 10022 0 Stephen Shalom Life Trustee - Vanes 0 0 130 E. 59th St , NY, NY 10022 0 Daniel S. Shapiro Life Trustee - Varies 0 0 130 E. 59th St, NY, NY 10022

Samuel J. Silberman Life Trustee - Varies 130 E. 59th St, NY, NY 10022

Sanford Solender *"* Life Trustee - Varies 130 E. 59th St., NY, NY 10022

Wi}ma S. Tisch Life Trustee - Varies 130 E. 59th St , NY, NY 10022 0 0 James L. Weinberg Life Trustee - Varies 0 130 E. 59th St., NY, NY 10022

Elaine K. Winik Life Trustee - Varies 130 E. 59th St., NY, NY 10022

Elkan Abramowitz Member of the Board of Directors 30 E 59th St., NY, NY 10022

STATEMENT 18 PAGE 3 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN : 51-0172429

Form 990, Part V- List of Officers. Directors, Trustees and Key Employees

(B) Tide and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted w Mid on (C) Compensation benefit tans allowances

Karen R. Adler Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Joseph Aqerhand Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Philip Altheim Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

David Arnow Member of the Board of Directors 0 0 0 130 E. 54th St ., NY, NY 10022

Elaine Aronoft' Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Carol B. Auerbach Member of the Board of Directors 0 0 0 130 E. 59W St., NY, NY 10022

I.ouise Chazen Banon Member of the Board of Directors a 0 130 E. 59th St, NY, NY 10022

Judy Baron Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Alan R. Batkin Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Judith Kessler Baum Member of the Board of Directors fl 0 130 E. 59th St, NY, NY 10022

Harvey Beker Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Lawrence Belfer Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

STATEMENT 16 PAGE 4 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 9". Part V- List of Officers, Directors, Trustees and Key Employees

(B) Title and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted to pasition LQ Cgnensation benefit plans allowances

Andrew Benerofe Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Julius Berman Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Alan S. Bernikow Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Irving L Bernstein Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Samson Bitcnsky Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Laurie E. Blitzer Member of the Board of Directors 0 0 0 130 E 59th St, NY, NY 10022

Rochelle Block Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Thomas Blumberg Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Susan Bogatin Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Francis Brandt Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Ludwig Bravmann Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Tracy Makow Brickner Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

STATEMENT16 PAGE 5 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 990. Part V- List of Officers, Directors, Trustees and Key Employees

(B) Tide and average (D) Contributions (E) Expense account hours per week to employee and olher (A) Name and address Devoted to Msition (C) CoWensation benefit plans allowances

Sandra Cahn Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Scott Cannold Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Susan F. Caplan Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Robert Caslow Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Laurence Chamey Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Kathy A. Chazen Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Geoffrey M Chinn Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Lawrence J. Cohen Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Paul M. Corwin Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Alisa Doctoroff Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Michael Doppelt Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Barry J. Effron Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

STATEMENT16 PAGE 6 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 990, Part V- List of Officers, Directors, Trustees and Key Employees

(B) Title and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted to Rosition (CQ Conensation benefit plans allowanc

Barry Fingerhut Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Steve D. Fleischer Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Martine Fleishman Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Feliks 1. Frenkel Member of the Board of Directors 0 0 0 130 E. 591b St., NY, NY 10022

Bernice Friedmnn Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Billie Gold Member of the Board of Directors 0 0 0 130 E. 59dk St., NY, NY 10022

Bernard E. Goldberg Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Clifford Greenberg Member of the Board of Directors 0 0 0 130 E. 59th St . NY, NY 10022

Doree Greenberg Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

0 Laurence Greenwald Member of the Board of Directors 0 0 130 E. 59th St ., NY, NY 10022

0 Harold R. Handier Member of the Board of Directors 0 0 130 E. 59th St, NY, NY 10022

0 Ronnie Heyman Member of the Board of Directors 0 0 130 E. 59th St ., NY, NY 10022

STATEMENT16 PAGE 7 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429 Form "0, Part V- List of Officers. Directors, Trustees and Key Employees

(13) Title and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted to Rositio (C) CpMensation benefit plans allowances

James Hoclifelder Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Ruth E. Horowitz Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Lynn Jacobs Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Erica Jesselson Member of the Board of Directors 0 0 0 130 E. 59th St., NY, MY 10022

Tricia Kallen Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Mindy Kantor Member of the Board of Directors 0 0 0 130 E 59th St., NY, NY 10022

Annette Kasle Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Arthur M. Katz Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Judy Kaufthal Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Martin S. Kimmel Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

E. Terrain Kingsley Member of the Board of Directors 0 0 0 130 E 59th St., NY, NY 10022

Lynne G, Koeppel Member of the Board of Directors 0 0 0 130 E. 59th St-, NY, NY 10022

STATEMENT16 PAGE 8 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Forim 990, Part V- List of Officers, Directors, Trustees and Key Employees

(B) Title and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted to Rositio (C) ColMensation benefit plans allowances

Howard C. Kotldn Member of the Board of Dwectors 0 0 0 130 E. 59th St, NY, NY 10022

Herbert Kronish Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Paul Kronish Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Alice L Kulick Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

David A. Landau Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Alexandra Lebenthal Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Steven M. 1,evy Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Michael Lippman Member of the Board of l3trectors 0 0 0 130 E. 59th St., NY, NY 10022

Rabbi Haskel Lookstein Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Tracy E. Makow Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Peter W. May Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

J. Ezra Merkin Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

STATEMENT16 PAGE 9 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30,2003 EIN . 51-0172429

Form 990, Part V- List of Officers, Directors, Trustees and Key Employees

(B) Tide and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted to position (C) QQ= benefit plans allowances

0 0 Robert Meyers Member of the Board of Directors 0 130 E. 59th St., NY, NY 10022 0 0 Howard P. Milstein Member of the Board of Directors 0 130 E. 59th St, NY, NY 10022

0 Linda Mirels Member of the Board of Directors 0 0 130 E. 59th St., NY, NY 10022 0 0 0 Ruth Mirvis Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 Harriet Mouchly-Weiss Member of the Board of Directors 0 130 E. 59th St, NY, NY 10022 0 0 0 Mike M. Nassimi Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Toby Nussbaum Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Daniel S. Och Member of the Board of Directors 130 E. 59th St, NY, NY 10022 0 0 0 Ruth Perelson Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Galina Pincow Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Jonathan Plutzik Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Leslie M. Pollack Member of the Board of Directors 130 E. 59th St, NY, NY 10022

STATEMENT16 PAGE 10 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form "41, Part V- List of Officers, Directon, Trustees and Key Employees

(B) Tide and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and address Devoted to Rosi Q ConVensation benefit plans allowances

Marlene Post Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Rabbi Joseph Potasnik Member of the Board of Directors 0 0 0 130 E. 591h St., NY, NY 10022

Tina Price Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Stephen R. Reiner Member of the Board of Directors 0 0 130 E. 59th St., NY, NY 10022

Marcia Riklis Member of the Board of Directors 0 0 130 E. 591h St., NY, NY 10022

Penny Rosen Member of the Board of Directors 0 0 130 E. 59th SL, NY, NY 10022

Martin Rosemnan Member of the Board of Directors 0 0 130 E. 59th St., NY, NY 10022

Valerie Mnuchin Rozen Member of the Board of Directors 0 130 E. 59th St., NY, NY 10022

Rabbi Peter J. Rubinstein Member of the Board of Directors 0 130 E. 59th SL, NY, NY 10022

Barbara D. Salmanson Member of the Board of Directors 0 130 E. 59th St., NY, NY 10022

Joseph E. Saul Member of the Board of Directors 0 130 E. 59th St., NY, NY 10022 0 Philip Schatten Member of the Board of Directors 130 E. 59th St., NY, NY 10022

STATEMENT16 PAGE11OF16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 990, Part V- List of Officers, Directors, Trustees and Key Employees

(B) Tide and average (D) Contributions (E) Expense account hours per week to employee and other LA) Name and address Devoted to Rgsiti (C) CgMensation benefit Rjans allowances

George Schieren Meraber of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Philip M. Schlussel Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Erica Schwartz Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Jodi J. Schwartz Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Jeffrey E. Schwarz Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Nfickey Shamah Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Chad Shandler Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

0 Barbara Ginsburg Shapiro Member of the Board of Directors 0 0 130 E. 59th St ., NY, NY 10022

0 Scott A. Shay Member of the Board of Directors 0 0 130 E. 59th St, NY, NY 10022

0 Shirley Silver Member of the Board of Directors 0 0 130 E. 59th St., NY, NY 10022

0 Klam Silverstein Member of the Board of Directors 0 0 130 E. 59th St., NY, NY 10022

0 Patricia B. Silverstein Member of the Board of Directors 0 0 130 E. 59th St., NY, NY 10022

STATEMENT16 PAGE 12 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 990, Part V- List of Officers, Directors, Trustees and Key Emolovees

(B) Title and average (D) Contributions (E) Expense account hours per week to enVloyee and other allowances (A) Name and address Devoted to Rositi (C) Conensation benefitRlans

Andrew J Singer Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Rabbi Gerald C. Skolnik Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022 0 Harriet Sloane Member of the Board of Directors 0 0 130 E. 59th St, NY, NY 10022 0 0 Carole A. Solomon Member of the Board of Directors 0 130 E. 59th SL, NY, NY 10022 0 David M. Solomons Member of the Board of Directors 0 0 130 E. 59th St, NY, NY 10022 0 0 0 Robert Spiegel Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Robert M. Stavis Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 David Sterling Member of the Board of Directors 0 130 E. 59th St., NY, NY 10022

0 0 0 Jeffrey Stem Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Judith Streiter Member of the Board of Directors 130 E. 59th St., NY, NY 10022 0 0 0 Marc IC Suvall Member of the Board of Directors 130 E. 59th SL, NY, NY 10022 0 0 0 Andrew H. Tananbaurn Member of the Board of Directors 130 E. 59th St., NY, NY 10022

STATEMENT16 PAGE130FIO UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990, Part V- List of OMEeM Directom Trustees and Key Employees

(B) Title and average (D) Contributions (E) Expense account hours per week to employee and other (A) Nam and address Devoted to I?ositi (C) CgMensation benefitplans allowaric

Andrew H. Tisch Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Lynn Tobias Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Whe J. Topper Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Esther Trcitel Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Mark I Tsesarsky Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Rabbi Gordon Tucker Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Neil Tucker Member of the Board of Directors 0 0 0 130 E 59th St., NY, NY 10022

Joan Wachtler Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022 lmvWajnberg Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Vicki Weiner Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Robert R. Wiener Member of the Board of Directors 0 0 0 130 E. 59th St ., NY, NY 10022

Anna Winderbaum Member of the Board of Directors 0 0 0 130E .59thSt,NY,Ny 10022

STATEMENTi6 PAGE 14 OF 16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 990, Part V- List of Officer& Directors, Trustees and Key Employees

(B) Title and average (D) Contributions (E) Expense account hours per week to employee and other (A) Nam and address Devoted to positi (C) Compensation benefit plans allowances

Erika S. Witover Member of the Board of Directors 0 0 0 130 E. 59th SL, NY, NY 10022

Arlene Wittels Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Diane Wohl Member of the Board of Directors 0 0 0 130 E. 59th St, NY, NY 10022

Carol Wolowitz Member of the Board of Dirwtors 0 0 0 130 E. 59th St, NY, NY 10022

Seymour Zises Member of the Board of Directors 0 0 0 130 E. 59th St., NY, NY 10022

Deceased Deceased 11/15/03 *** Deceased 9/2/03

STATEMENT16 PAGE15OF16 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC . FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 990, Part V- List of Officers, Directors, Trustees and Key Employees

(B) Tide and average (D) Contributions (E) Expense account hours per week to employee and other (A) Name and addres Devoted to positi (C) Cs~nensadon benefit p allowances John S. Ruskay Executive Vice President & CEO 357,000 28,000 (1) 2,000 130 E. 59th St . 14Y, NY 10022 Full. Time

Irvin A. Rosenthal Chief Financial Officer 257,000 26,000 0 130 E. 59th St., NY, NY 10022 Full Time

Paul Kane Senior Vice President 241,000 26,000 4,000 130 E. 59th SL, NY, NY 10022 Full Tinx

Louise Greilsheimer Vice President 215,000 20,000 0 130 E. 59th St., NY, NY 10022 Full Tinie

Ellen Zinirnerimn Assistant Secretary and General Counsel 211,000 25,000 0 130 E. 59th St., NY, NY 10022 Full Time

Alisa Rubin Kurshan Vice President 196,000 25,000 0 130 E. 59th St., NY, NY 10022 Full Tin-&

Lou-Effen Barkan Vice President 192,000 26,000 0 130 E. 59th St ., NY, NY 10022 Full Time

1,669,000 176,000 6,000

(1) In addition, and provided that he remins in the anploy of UJA-Federation until age 65, Dr . Ruskay is entitled to receive a supplemental retirement benefit measured in the fom ofa straight-life annuity. This benefit shall be equal to 50% of Dr. Ruskay's final average conipensation, as defined, less the amount he would be entitled to receive under the organization's qualified plm Ile benefit is calculated as if the limitations of Sections 401 (a) (17) and 415 of the Internal Revenue Code of 1986, as amended, did not apply. Net periodic pension cost for the fiscal year ended June 30,2003 approximated $108,000 .

STATEMENT 16 PAGE 16 OF 16 I I

BY-LAWS

OF

UNITED JEWISH APPEAL-FEDERATION OF

JEWISH PHILANTHROPIES OF NEW YORK, INC .

aml-emelv'v 11 Nrinio 1 rrr- Ull, BY-LAWS OF UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC .

ARTICLE I - DEFINITIONS ...... 2

ARTICLE 11 - CORPORATE NAME, OFFICES, STATUTORY STRUCTURE ...... 3 2.1 Corporate Name ...... 3 2.2 Offices ...... 4 2.3 Statutory Structure ...... 4

ARTICLE III - UJA-FEDERATION GENERAL ASSEMBLY ...... 4 3.1 Powers and Responsibilities ...... 4 3.2 Composition ...... 4 3.3 Meetings of the General Assembly ...... 5

ARTICLE IV - BOARD OF DIRECTORS ...... 5 4.1 Powers and Responsibilities ...... 5 4.2 Composition ...... 5 4.3 Term and Qualifications ...... 6 4.4 Election, Vacancies and Removal ...... 6 4.5 Meetings of the Board ...... 7 4.6 Notice ...... 7 4.7 Adjournment of Meetings ...... 8 4.8 Quorum and Votes ...... 8 4.9 Quorum and Votes on Special Matters ...... 8 4.9A Quorum ...... 8 4.913 Supermajority Vote ...... 8 4.9C Special Majority Vote ...... q

ARTICLE V - OFFICERS ...... 9 5.1 Qualifications, Election and Terms of Office ...... 11 5.2 General Authority and Responsibilities ...... 11 5.3 Principal Officers ...... 11 5.4 President ...... 11 5.5 Chair of the Board ...... 11 5.5A Vice-Chair of the Board ...... 12 5.6 President-Elect ...... 12 5.7 Commission Chairs ...... :**""** . ... * ...... *""*'***'***' 12 5.8 Philanthropic Leadership Group Chair ...... 12 5.9 Chief Executive Officer & Executive Vice President ...... 12 5.10 General Chair and General Chair-Elect of the Campaign ...... 12 5.11 Treasurer ...... 13 5.12 Assistant Treasurers ...... 13 5.13 Secretary ...... 13 5.14 Assistant Secretaries ...... 14 5.15 Honorary Officers ...... 14 5.16 Vacancies ...... 14 5.17 Removal ...... 14 5.18 Bonds ...... 14 5 .19 Documents ...... 15 5 .20 Compensation ...... 15

ARTICLE VI - COMMISSION STRUCTURE ...... 15 6 .1 Establishment of Commissions 15

I S7~P(1 .1~mevr ~ -7 6.2 Composition ...... 16 6.3 Terms ...... 16 6.4 Functions ...... 16

ARTICLE VII - NETWORK COMMISSION ...... 17 7 .1 Powers and Responsibilities ...... 18 7 .2 Appointment ...... 18 7 .3 Qualifications ...... 18

ARTICLE Vill - THEMATIC COMMISSIONS ...... 18 8 .1 Powers and Responsibilities ...... 18 8.2 Appointment ...... 18 8.3 Qualifications ...... 18

ARTICLE IX - COMMITTEE STRUCTURE ...... 19 9.1 Special Committees of the Board ...... 19 9.2 Other Committees of UJA-Federation ...... 19

ARTICLE X - EXECUTIVE COMMITTEE ...... 19 10.1 Powers and Responsibilities ...... 19 10.2 Composition ...... 20 10.3 Term ...... 20 10.4 Meetings ...... 20

ARTICLE XI - NOMINATING COMMITTEES ...... 20 11 .1 Committee for Nomination of Officers ...... 21 11 .1 A Powers and Responsibilities ...... 21 11 .113 Composition ...... 21 11 .1 C Quorum and Vote ...... 21 1 1 .2 Committee for Nomination of Directors ...... 22 11 .2A Powers and Responsibilities ...... 22 11 .213 Composition ...... 22 11 .2C Quorum and Vote ...... 22

ARTICLE X11 - AUDIT COMMITTEE ...... 22 12.1 Powers and Responsibilities ...... 22 12.2 Composition ...... 23

ARTICLE X111 - GOVERNMENT RELATIONS COMMITTEE ...... 23 13 .1 Powers and Responsibilities ...... 23 13 .2 Composition ...... 23

ARTICLE XIV - APPROPRIATIONS COMMITTEE ...... 23 14.1 Powers and Responsibilities ...... 23 14.2 Composition ...... 24

ARTICLE XV - ADDITIONAL COMMITTEES ...... 25 15.1 Finance and Administration Committee ...... 25 15.1A Powers and Responsibilities ...... 25 15.113 Composition ...... 25 15.2 Investment Committee ...... 26 15.2A Powers and Responsibilities ...... 26 15.213 Composition ...... 26 15.3 Committee on Planned Giving and Endowments/ Legal and Tax Panel ...... 26 15.3A Powers and Responsibilities ...... 26

ii I I I I

15.313 Composition ...... 26 15.4 Intentionally Omitted: (Financial Resources Development Council) ...... 27 15.5 Law Committee ...... 27 15.5A Powers and Responsibilities ...... 27 15.513 Composition ...... 27 15.6 Marketing and Communications Committee ...... 27 15.6A Powers and Responsibilities ...... 27 15.613 Composition ...... 27 15.7 Personnel Committee ...... 27 15.7A Powers and Responsibilities ...... 27 15.713 Composition ...... 28 15.8 Young Leadership Council ...... 28 15.8A Powers and Responsibilities ...... 28 15.813 Composition ...... 28 15.9 Other Permanent and Temporary Committees ...... 28

ARTICLE XVI - GENERAL RULES ...... 28 16.1 Composition of and Election to Committees and Commissions ...... 28 16.2 Qualifications for Participation in UJA-Federation Governance ...... 29 16.3 Terms of Service ...... 29 16.4 Meetings ...... 31 16.5 Notice ...... 31 16.6 Committee Quorum and Vote ...... 31 16.7 Reports to Board ...... 31

ARTICLE XVII - ALLOCATION PROCESS ...... 31 17.1 The Budget ...... 31 17.1A Estimate of Available Financial Resources ...... 32 17.1 B Annual Operating Budget Covering the Expenses of UJA-Federation ...... 32 17.1 C Appropriation of Funds to the Commissions ...... 32 17 .1 D Special Authorizations by the Board ...... 33 17.2 Independent Fundraising by UJA-Federation Beneficiaries ...... 33

ARTICLE XVIII - ADMINISTRATION AND DISTRIBUTION OF FUNDS ...... 33 18 .1 Designated Accounts ...... 33 18 .2 General Reserve ...... 34

ARTICLE XIX - AFFILIATED INSTITUTIONS AND AGENCIES ...... 34 19.1 Admission Criteria ...... 34 19.2 Admission Procedures ...... 34 19.3 Disaffiliation ...... 35 19.4 Fundraising Guidelines ...... 35 19.5 Projects of Affiliates ...... 36 19.6 Information Required ...... 38 19.7 Internal Management of Affiliates ...... 38 19.8 Associate-Affiliates ...... 38 19.9 Allied Agencies (Non-Affiliates) ...... 38

ARTICLE XX - JOINT PARTICIPATION WITH OTHER PUBLICLY SUPPORTED CHARITIES ...... 38

ARTICLE XXI - AMENDMENTS ...... 39 21 .1 Votes on Amendments ...... 39 21 .2 Notice ...... 39

ARTICLE XXII - INDEMNIFICATION ...... 40

iii 5-Thre"EN7 I-i CY)CAP I I tx- Q L, I . ~ I

22 .1 Directors and Officers ...... 40 22 .2 Employees ...... 40

ARTICLE XXIII - NOTICE ...... 40

ARTICLE XXIV - BOOKS AND RECORDS ...... 41

ARTICLE XXV - SEAL ...... 41

ARTICLE XXVI - FISCAL YEAR ...... 41

By-Laws 2003 TOC

IV Sj?,-~Et,AQ\A- M C)0,0,e- t; 0-f~ 1~ (- BY-LAWS

OF

UNITED JEWISH APPEAL-FEDERATION OF

JEWISH PHILANTHROPIES OF NEW YORK, INC.

The United Jewish Appea I-Fede ration of Jewish Philanthropies of New York, Inc., formerly the United Jewish Appeal-Federation of Jewish Philanthropies Campaign, Inc. (originally incorporated June 4, 1975) (hereinafter "Campaign"), is the surviving corporation pursuant to a Plan of Merger dated February 24, 1986 (the "Merger"), which provided for the merger of the constituent corporations hereinafter named, into the Campaign. The Merger was duly adopted by the constituent corporations consisting of the Campaign, The United Jewish Appeal of Greater New York, Inc. (originally incorporated January 8, 1942) (hereinafter "UJA") and Federation of Jewish Philanthropies of New York (previously incorporated in New York under special charter on July 31, 1944 as a consolidation of Federation for the Support of Jewish Philanthropic Societies of New York City [originally incorporated April 27, 19171 and the Brooklyn Federation of Jewish Charities [originally incorporated October 21, 19091, pursuant to Chapter 286 of the Laws of 1944, subsequently amended by Chapter 689 of the Laws of 1953) (hereinafter "Federation") .

Articles I and 11 of these By-Laws deal with certain introductory matters : the defined, terms used in these By-Laws are set forth in Article 1 ; the corporate name, offices, and statutory structure are set forth in Article 11 .

The governance of UJA-Federation is described in Articles III through V: Article III with respect to the General Assembly; Article IV with respect to the Board of Directors ; and Article V with respect to the officers of UJA-Federation .

The composition, functions and responsibilities of the committees and Commissions of UJA-Federation are set forth in Articles VI through VIII: Article VI describes the Commissions generally; Article V11 deals with the Network Commission and Article VII with the Thematic Commissions. Article IX describes the committees generally; Articles X through XIV set forth the special committees of the Board and Article XV sets forth additional committees.

The general rules under which the Board, officers, committees and Commissions perform their responsibilities are set forth in Article XVI, entitled "General Rules" .

The processes of allocating, administering and distributing funds are described in Articles XVII through XVIII.

;S-jWTEM1EW_ 1-1 pacde ('0 ()f- A ko Interactions with Affiliates, Allied Agencies and other charities are described in Articles XIX through XX

Other corporate procedures are described in Articles XXI through XXVI : Article M sets forth the procedures required to amend these By-Laws; Article XXII deals with the indemnification of Directors, officers and employees; Article XXIII sets forth notice procedures ; Article MV deals with the books and records of UJA-Federation ; Article XXV describes the corporate seal of UJA-Federation; and Article XXVI sets forth the fiscal year of UJA-Federation .

ARTICLE I

DEFINITIONS

As the same are use in these By-laws, the following terms shall have the following meanings :

"Affiliate(s)' shall have the meaning set forth in Section 19 .1 .

"Agreement of Merge 'shall mean the Agreement of Merger dated as of February 24, 1986 among UJA-Fed e ration's constituent corporations, UJA, Federation and the Campaign .

"Allied Agencies" shall have the meaning set forth in Section 19 .9.

"Board" and/or "Board of Directors" shall mean the Board of Directors of UJA- Federation .

"Cabinet' shall have the meaning set forth in Section 6 .2A.

"Campaign' shall mean the United Jewish Appeal-Fede ration of Jewish Philanthropies Campaign, Inc. (originally incorporated on June 4, 1975) .

"Commission(s)" shall have the meaning set forth in Section 6.1 .

"Commission Chair(s)" have the meaning set forth in Section 5 .7.

"Committee of Past Officers" shall mean a committee comprised of past Presidents, past Chairs of the Board, past Vice-Chairs of the Board, past Financial Resources Development Vice Presidents, past Commission Chairs and past General Chairs of the Campaign of UJA-Federation .

"Compensation Committee" shall have the meaning set forth in Section 5.20A.

"Council" shall have the meaning set forth in Section 6 .2C .

S-VP,TMzWT 1-7 pCq_- -7 oi` I-Ato "Federation" shall mean Federation of Jewish Philanthropies of New York (previously incorporated in New York under special charter on July 31, 1944 as a consolidation of Federation for the Support of Jewish Philanthropic Societies of New York City [originally incorporated April 27, 1917] and the Brooklyn Federation of Jewish Charities [originally incorporated October 21, 1909], pursuant to Chapter 286 of the Laws of 1944, subsequently amended by Chapter 689 of the Laws of 1953) .

"General Assembly'shall mean the General Assembly of UJA-Federation .

"Me[ge 'shall mean the Plan of Merger dated February 24, 1986.

"Network Commission" shall mean the Jewish Communal Network Commission .

"Nominating Committees" shall mean the Committee for Nomination of Officers and the Committee for Nomination of Directors.

"Proiect(s)' shall have the meaning set forth in Section 19.5A.

"Repo shall have the meaning set forth in Section 4.9C(iii).

"Segment Chairs" shall mean the Chairs of each of the major resource development income streams.

"Special Campaign" shall mean any fundraising campaign on an organ ization-wide basis for a specific purpose or project as determined by the Board of Directors.

"Special Matters" shall have the meaning set forth in Section 4.9A.

"Special Meg~g'shall mean a special meeting of the Board .

"Thematic Commissions" shall have the meaning set forth in Section 6.1 .

"UJA" shall mean the United Jewish Appeal of Greater New York, Inc. (originally incorporated January 8, 1942).

"UJA-Federaton" shall mean United Jewish Appea I- Federation of Jewish Philanthropies of New York, Inc.

"Year End Meeting shall mean a year end meeting of the Board .

ARTICLE 11

CORPORATE NAME, OFFICES, STATUTORY STRUCTURE

2.1 Corporate Name

<15~~7 ~9-1 ~ I I

The name of the corporation is United Jewish Appeal-Federatioln of Jewish Philanthropies of New York, Inc., hereafter referred to as "UJA- Federation".

2.2 Offices

The principal Office of UJA-Federation shall be in the City, County and State of New York. UJA-Federation may have offices at such other places as the Board of Directors may, from time to time, designate.

2 .3 Statutory Structure

UJA-Federation shall not have members.

ARTICLE III

UJA-FEDERATION GENERAL ASSEMBLY

3.1 Powers and Responsibilities

The UJA-Federation General Assembly (hereafter the "General Assembly") shall review existing policies and formulate recommendations concerning existing and future policies as requested by the Board of Directors and shall transact such other business as may be stated in the notice of meeting in accordance with these By-laws.

3 .2 Composition

3.2A The General Assembly shall be composed of persons appointed by the President of UJA-Federation .

3.213 Except as provided in Section 3 .2C, members of the General Assembly shall serve for a one (1) year term or until a successor is appointed .

3.2C Life Representatives on the General Assembly shall serve for life and shall include: all persons who served Federation as President or President-Elect prior to July 1, 1986 ; (ii) at the completion of their term of office, all persons who served as President of UJA-Federation and Chairs of the Domestic and Overseas Affairs Divisions, and Commission Chairs; and (iii) all persons who served Federation as Voting Life Trustees At- Large as of June 30, 1986 .

3.2D No person shall be qualified to serve or continue to serve as a member of the General Assembly unless such person meets the criteria set forth in Section 16.2 .

STATiEmEKr 1-7 - - - - r, Q E~ 3.3 Meetings of the General Assembly

3 .3A At least two (2) meetings of the General Assembly shall be held each year including an Annual Meeting which shall be held in the Spring ; the meeting shall be held on such dates and at such times and places as the President may determine .

3.313 Fifty (50) members of the General Assembly shall constitute a quorum. All items of business shall be decided by the vote of a majority of those present and voting .

ARTICLE IV

BOARD OF DIRECTORS

4 .1 Powers and Responsibilities

The Board of Directors shall manage the affairs and determine the policies of UJA-Federation . The Board may adopt rules of procedure which are not inconsistent with UJA-Federation's Certificate of Incorporation, By-laws, and the Agreement of Merger, as same are revised from time to time . The Board shall act on those matters designated as other-than-routine by the Executive Committee .

4.2 Composition

4.2A The composition of the Board shall be in accordance with the criteria set forth in Section 16 .2 of these By-laws .

4.213 The Board shall consist of not more than 166 members, plus any honorary officers authorized to participate in and vote at Board meetings as Directors, provided that the Board by appropriate action may revise the number of Board members, and provided further that no such action shall shorten the term of any Director then in office.

4.3 Term and Qualifications

4 .3A A person elected as a Director shall serve for a one (1) year term or until a successor or a slate of directors for the entire Board of Directors is duly elected and qualified . A person who has served for six (6) consecutive full terms shall be ineligible to serve in that capacity from the expiration of his or her sixth term through the following Year End Meeting. Notwithstanding the foregoing:

STjm~r~tWr 1-7 4.3A(i) Officers of UJA-Federation shall not have the time that they serve in such positions count as part of the six (6) year term limit;

4.3A(ii) Any person serving as one of the committee chairs identified by Board resolution as having a seat on the Board shall continue as a Director until the expiration of his or her term of service as such Chair, irrespective of whether so serving shall cause the six (6) year term limit to be exceeded ;

4.3A(iii) Past Presidents and past Chairs of the Board of UJA, Federation and UJA-Federation shall be eligible for election to continue serving as Directors without any term limitations whatsoever.

4.313 No person shall be qualified to serve or continue to serve as a Director unless such person meets the criteria set forth in Section 16.2.

4.4 Election, Vacancies and Removal

4AA The Board, at its Year End Meeting, shall elect Directors to serve on the Board to fill positions that are scheduled to become vacant by reason of the expiration of the term of Directors from the candidates nominated (i) by the Committee for the Nomination of Directors or (ii) by a petition signed by no less than fifty (50) contributors to the annual campaign of UJA-Federation and filed with UJA-Federation no more than fifty (50) nor less than twenty-five (25) days before the Year End Meeting at which the Directors are to be elected.

4.413 At all such elections, each Director shall be entitled to one (1) vote for each Director to be elected (non cumulatively). The candidates who receive the greatest number of votes shall be elected to fill the vacancies or to serve as Directors for the next term, as the case may be.

4AC In the event of a vacancy occurring on the Board by incapacity, death or resignation, the Committee for the Nomination of Directors as hereinafter provided, at the discretion of the President shall nominate candidates to fill the vacancy, and the vacancy shall be filled for the unexpired portion of the term at a meeting of the Board in accordance with Section 4AA or 4.413 of these By-laws.

4AD In the event a Director fails to attend any meetings of the Board for twelve (12) consecutive months, such Director shall be deemed to have resigned from the Board, unless the Board votes to re-elect such Director on the Board.

4AE The Board, upon recommendation from the Committee for the Nomination of Directors, may remove any Director.

S-rATEW~T.! -1 4.5 Meetings of the Board

4.5A The Chair of the Board shall preside at meetings of the Board of Directors and, if absent, the officers shall be called upon to preside in the following order of priority: Vice-Chair of the Board ; President; President-Elect ; the Commission Chairs and Treasurer in the alphabetical sequence of their names; or, in their absence, a Chair chosen from the Directors present. Unless otherwise ordered by the Board, the Chair of the Board may determine the order of business at such meeting .

4.513 A year end meeting of the Board ("Year End Meeting") shall be held on a date and at such time and place as the President, in consultation with the Chair of the Board, may determine .

4.5C Regular meetings of the Board shall be held at least three (3) times a year from September through June, on such dates and at such times and places as the President, in consultation with the Chair of the Board, may determine.

4 .5D Special meetings of the Board (each, a "Special Meeting") shall be called by the Secretary upon the written request of the President, the Chair of the Board or at least twenty-five (25) Directors at such date, time and place as the person(s) calling the meeting may determine.

4.6 Notice

4.6A Except as set forth in 4 .6C below, notice of the date, time and place of Year End Meeting and regular meetings of the Board shall be given by sending written notice to each Director at least ten (10) days before such meetings in accordance with the provisions of Article XXIII. Notice shall be considered given when mailed or sent.

4.613 Except as set forth in 4.6C below, notice of the date, time, place and business to be transacted at Special Meetings of the Board shall be given by sending written notice to each Director in accordance with the provisions of Article XXIII, and no business shall be transacted other than that stated in the notice of such meeting. If mailed, said notice shall be mailed at least five (5) days prior to the date on which the meeting is to be held . If said notice is given by telegraph, telex, TWX, cable, wireless, facsimile, electronic mail, telecopy or similar means of communication or by personal delivery, it shall be given not less than twenty-four (24) hours before the meeting is to be held .

4.6C Except as otherwise provided in these By-laws, notice of the date, time and place of meetings of the Board at which any Special Matter set forth in Section 4.9 is to be considered, shall be given by sending written notice

31-A-Tra4eNT 11 ,.^- tl Ar- W_ to each Director not less than thirty (30) days nor more than forty-five (45) days before such meeting in accordance with the provisions of Article XXIII . Such notice shall set forth the Special Matter(s) to be considered at such meeting.

4.6D Except as otherwise provided in these By-laws, any Director may waive the foregoing notice requirements for any Board meeting by signing a written waiver of such notice or by attending such meeting without protesting the lack of notice prior thereto or at its commencement .

4.7 Ad4ournment of Meetings

A majority of the Directors present at any meeting of the Board may adjourn the meeting to another date, time and place, whether or not a quorum is present. Notice of any such adjourned meeting shall be given to all Directors in accordance with the provisions of Section 4.6.

4.8 Quorum and Votes

Except as otherwise specifically provided by law or in Section 4 .9 of these By-laws, forty (40) Directors shall constitute a quorum and the affirmative vote of a majority of the Directors present (provided a quorum is then present) shall be requisite to constitute any act of the Board .

4.9 Quorum and Votes on Special Matters

4.9A Quorum

The quorum for the matters designated in this Section 4.9, each of which requires a supermajority vote, (all such supermajority matters deemed "Special Matters"), shall be as follows: (i) fifty-one percent (51%) of the entire Board for the Special Matters described in Sections 4 .913, and 4 .9C; and (ii) thirty-three and one-third percent (33-1/3%) of the entire Board for the Special Matters described in Section 4.9D.

4.913 Supermaqori!y Vote

For action upon the following Special Matter, the affirmative vote of seventy percent (70%) of the Directors present and voting (provided no less than fifty-one percent (51%) of the entire Board of Directors votes affirmatively) shall be required:

(i) any material change of any major provision of the Agreement of Merger, or the By-laws of UJA-Federation in accordance with the procedures set forth in Sections 21 .11C, or an amendment to the Certificate of Incorporation, to the extent that such amendment would

5- rft- r e ~&, G P ~7 "t- I result in a material change of any major provision of said documents, as determined by the Executive Committee or by the written joint certification of at least two (2) of the following officers pursuant to Section 21 .1C: President: Chair of the Board ; and Commission Chairs.

4.9C For action on the following Special Matter(s), the affirmative vote of fifty- one percent (51 %) of the entire Board of Directors shall be required :

(i) A proposal to change the name of UJA-Federation; and

(ii) The report prepared by the Appropriations Committee concerning the allocation of funds to the Commissions, as described in Article 17 (the "Report"), which report shall be submitted in its entirety to the Board for action . . The Board may approve or reject the Report only in its entirety. In the event the Report is rejected the Board shall return the Report with specific recommendations for further consideration and preparation of a revised Report for the Board's reconsideration . Any such revised Report shall again be acted upon in its entirety in accordance with the foregoing procedure.

4.913 For action on the following Special Matter(s), the affirmative vote of at least thirty-three and one-third (33-1/3%) percent of the entire Board shall be required:

Approval of the creation or reconsideration of the continuation of a Special Campaign (as hereinafter defined), as heretofore or as may be hereafter authorized .

"Special Campaign" shall mean any fundraising campaign on an organ ization-wide basis for a specific purpose or project as determined by the Board of Directors.

ARTICLE V

OFFICERS

5.1 Qualifications, Election and Terms of Office

5.1A Except as otherwise provided in Sections 5.1 D and 5.1 E of these By-laws, the Board, at its Year End Meeting in each year, shall elect from the candidates nominated by the Committee for Nomination of Officers or by petition signed by no less than 30% of the members of the Board and filed with UJA-Federation no later than eleven (11) days before the Year End Meeting at which officers are to be elected: a President, a Chair of the Board, a Vice-Chair of the Board, the Commission Chairs, a Chair of the Philanthropic Leadership Group, and General Chair of the Campaign, a

STpcl:s~ 1-7 nolop ~Lk C)-~- 4P Treasurer and a Secretary; and may elect from the candidates nominated by the Committee for Nomination of Officers one (1) or more Assistant Treasurers or Assistant Secretaries, honorary officers and such other officers with such other powers and duties as it may determine by resolution . At such meeting, the Board may, if it chooses, elect a President-Elect pursuant to the provisions of these By-laws.

5.1 B The President and Chair of the Board shall be elected by the Board and chosen pursuant to Section 5 .1 A for a one (1) year term with a tenure limit of three (3) consecutive one (1) year terms for each office .

5.1 C During the last year in which an incumbent President is eligible to continue to serve, a President-Elect may be elected by the Board for a one (1) year term with a tenure limit of one (1) term for that office.

5.1 D Upon the recommendation of the Committee of Past Officers, the Committee for the Nomination of Officers shall recommend to the Board whether one or two volunteers shall serve as General Chair of the Campaign and shall nominate the candidate(s) for election to that position, as part of the entire slate of candidates for office submitted to the Board pursuant to Section 11 .1A of these By-laws. The Board shall determine whether one or two volunteers shall serve as General Chair of the Campaign and then shall appoint a person or persons to serve in such capacities for a one (1) year term with a tenure limit of two (2) consecutive one (1) year terms .

Upon the recommendation of the Committee of Past Officers, the Board may appoint a General Chair-Eiect of the Campaign of UJA-Federation for a term not to exceed that of the incumbent General Chair of the Campaign.

5.1 E The Board shall select one (1) salaried officer to be the Chief Executive Officer & Executive Vice President concurrent with his or her term of employment, to perform the duties described in Section 5.9.

5 .1 F Except as otherwise provided in these By-laws, all officers shall be elected to hold office for a one (1) year term or until their successors shall be duly elected and qualified. Other than the offices for which a tenure limit is specified, other than honorary officers and other than the Chief Executive Officer & Executive Vice President and other persons serving as officers who are employed or retained by UJA-Federation, a person who has served as an officer for three (3) consecutive terms shall be ineligible to continue to serve in that capacity, for the same office, from the expiration of his or her third term until the following Year End Meeting.

10 5TM-EMENT k-7 it.. ~ ~' t) I t--::' /*N-r- U i- 5.1 G Every officer, other than the Chief Executive Officer & Executive Vice President, an honorary officer or a person serving as an officer who is employed or retained by UJA-Federation, must be or become a Director of UJA-Federation at the time his or her office commences.

5.1 H Any two (2) or more offices may be held simultaneously by the same person, except the same person may not hold the offices of President and Secretary.

5 .2 General Authority and Responsibilities

All officers as among themselves and UJA-Federation shall have such authority and shall perform such duties in the management of UJA- Federation as provided in these By-laws or as the Board may from time to time determine.

5.3 Principal Officers

The principal officers shall be the President and Chair of the Board of Directors, who shall have the powers and responsibilities set forth herein- after.

5.4 President

The President shall be the chief voluntary officer of UJA-Federation, shall have general responsibility for UJA-Federation, subject to the authority of the Board, and shall be responsible for coordination among the councils, Commissions and committees of UJA-Federation . The President shall have general supervision over the affairs of the following committees: Appropriations, Finance and Administration, Government Relations, Law, Audit, Personnel and others determined to report to the President by the Board ; together with the General Chair of the Campaign, the President shall have general supervision of the Marketing and Communications Committee. The President shall preside at meetings of the Executive Committee. Except as otherwise provided in these By-laws, the President shall be an ex officio member of all committees other than the Nominating Committees.

5.5 Chair of the Board

The Chair of the Board shall preside at meetings of the Board of Directors and General Assembly and shall perform such other duties as may be assigned by the Board. Except as otherwise provided in these By-laws, the Chair of the Board shall be an ex officio member of all committees other than the Nominating Committees. Except as otherwise provided in

11 5TT"IEa 1-1 Da0z 110 0 -~- 14 ~p these By-laws, at the request of the President, the Chair of the Board shall perform the duties of the President.

5.5 A Vice-Chair of the Board

The Vice-Chair shall assist the Chair of the Board and/or the President in discharging the duties of their respective offices, as the Chair of the Board or the President may request.

5 .6 President-EleGt

The President-Elect shall perform such duties as the President or the Board may assign . The President-Elect shall be an ex officio member of all committees other than the Nominating Committees.

5.7 Commission Chairs

The chair of each Commission (each, a "Commission Chair" and collectively, the "Commission Chairs") shall oversee such Commission, the Cabinet within such Commission and committees that may report to them and shall perform such duties as may be assigned to such Commission Chair by the President or the Board. In furtherance of the foregoing, the Commission Chairs shall preside over meetings of their respective Cabinets and Commissions, and shall have general supervision over the affairs of their Cabinets and Commissions and over committees, to the extent such committees report to their Cabinets and Commissions, respectively.

5.8 Philanthropic Leadership Group Chair

The Philanthropic Leadership Group Chair shall oversee and preside over meetings of the Philanthropic Leadership Group and have general supervision over its affairs, including strategic fundraising responsibilities and the creation, maintenance and enhancement of relationships with donors and prospective donors of major philanthropic capacity.

5.9 Chief Executive Officer & Executive Vice President

The Chief Executive Officer & Executive Vice President shall be a salaried officer of UJA-Federation and shall be the principal manager of the conduct of the affairs of UJA-Federation, subject to the direction of the Board . The Chief Executive Officer & Executive Vice President shall be an ex-officio member of all committees but may not vote at such committee meetings.

5.10 General Chair and General Chair-Elect of the Campaign

12 M 5.1 OA The General Chair of the Campaign shall preside over meetings of the FIRD Council, and shall have general supervision over the affairs of the FIRD Council and over the Annual Campaign and other fundraising activities . The General Chair of the Campaign shall perform such other duties as the President or the Board may assign.

5.1 OB The General Chair-Elect of the Campaign shall perform such duties as the General Chair of the Campaign, the President or the Board may assign .

5 .11 Treasurer

5.11A The Treasurer shall be the chief volunteer financial officer of UJA- Federation, and shall perform or cause to be performed all duties incident to the office of Treasurer or that may be assigned by the President or the Board . The Treasurer shall be the custodian or cause the appointment of a custodian of all monies, securities and notes of UJA-Federation, and shall cause all such monies, securities and notes to be deposited in the name of UJA-Federation in one or more banks or trust companies designated by the Board . The Treasurer shall cause to be kept full and accurate accounts of the assets, liabilities, receipts and disbursements of UJA-Federation, and said accounts and all supporting vouchers shall at all reasonable times be open for inspection or audit by such representatives as the Board may designate . The Treasurer shall report on the condition of the finances at the Annual Meeting of the General Assembly.

5.11 B The Treasurer shall have general supervision over the affairs of the Finance and Administration Committee and the committees reporting to it, subject to the Board . The Treasurer also shall oversee the affairs of the Investment Committee.

5.11 C If the Treasurer is absent or unavailable, an Assistant Treasurer, if one is so acting, may perform the Treasurer's duties.

5 .12 Assistant Treasurers

Any Assistant Treasurer(s) elected pursuant to Section 5.1A shall perform such duties as may be assigned to them by the Treasurer, the President or the Board .

5.13 Secretary

5 .13A The Secretary shall perform all duties incident to the office of Secretary or that may be assigned by the President or the Board. The Secretary shall cause to be kept an accurate record of all meetings of the Board of Directors, General Assembly and Executive Committee; shall see that all

13 sl~wtw'~T 1-1 paqp ~ ~' ck-'-~ notices required to be given by UJA-Federation are duly given; shall be custodian of the seal of UJA-Federation and shall cause the seal to be put on all documents requiring its imprint; shall have charge of the other books, records and papers of UJA-Federation relating to its organization and management as a corporation ; and shall see that the reports, statements and other documents required by law are properly kept and filed .

5 .13B If the Secretary is absent or unavailable, an Assistant Secretary, if one is acting, may perform the Secretary's duties.

5.14 Assistant Secretaries

Any Assistant Secretaries(s) elected pursuant to Section 5.1A shall perform such duties as may be assigned to them by the Secretary, the President or the Board.

5.15 Honorary Officers

5.15A The Board may elect honorary officers with such terms, powers and duties as it may determine by resolution. Unless otherwise provided by resolution, all honorary officers shall serve for life, may participate in meetings of the Board but may not vote at such meetings unless any such honorary officer has also been elected to serve as a Director.

5.15B All past Presidents and past Chairs of UJA, Federation and UJA- Federation shall be honorary officers for life.

5 .16 Vacancies

Except as otherwise provided in these By-laws, a vacancy caused by death, resignation, disability or extended absence in any office shall be filled for the unexpired portion of the term or the duration of the disability or extended absence, as the case may be, as soon as practicable at a meeting of the Board in the manner prescribed in Section 5 .11A of these By-laws.

5.17 Removal

The Board, upon recommendation from the Committee for the Nomination of Officers, may remove any officer.

5.18 Bonds

14 S-VRJUM-ew X-1 C)not ~cj c)f~ 'A(- The Board may, but need not require, bonds of such officers or employees in such amounts and with such sureties as it may determine. UJA-Federation shall pay the expenses of all such bonds.

5.19 Documents

Leases, deeds, contracts, releases, other documents, checks, drafts and other instruments for the payment of money shall be signed on behalf of UJA-Federation by such officers and other persons and under such terms and conditions as the Board or Executive Committee shall designate by resolution .

5.20 Compensation

The compensation of UJA-Federation's employees who are not included in any bargaining unit shall be fixed as follows :

5.20A Chief Executive Officer & Executive Vice President: by a Compensation Committee comprised of the President, the Chair of the Board, one Commission Chair (on a rotating basis, in the order appointed by the President), the Treasurer, one General Chair of the Campaign appointed by the President, and the immediate past President.

5.20B Executives: by the Chief Executive Officer & Executive Vice President, subject to the review and approval of the Compensation Committee with respect to UJA-Federation's three most highly compensated executives.

5 .20C Non-Executive Staff: by the Chief Executive Officer & Executive Vice President.

ARTICLE VI

COMMISSION STRUCTURE

6.1 Establishment of Commissions

There shall be four (4) Commissions (each, a "Commission" and collectively, the "Commissions") of UJA-Federation : the Caring Commission; the Commission on the Jewish People : Rescue, Diversity and Unity; the Commission on Jewish Identity and Renewal (the three aforenamed Commissions shall be collectively referred to as the "Thematic Commissions"); and the Jewish Communal Network Commission (the "Network Commission"). Each Commission shall have the powers and duties delegated to them in these By-laws or by the Board.

15 ,S WIEWAC-WV 1-7 paq? 10 0-~- ~-N_- 6.2 Composition

6.2A Each Commission shall include a Cabinet of up to 30 voting members (the "Cabinet" of such Commission). The Cabinet members of each Commission shall be appointed by the President in accordance with the criteria set forth in Section 16 .2 of these By-laws, and subject to ratification by the Board .

6.2B Each Commission Chair shall be elected by the Board pursuant to Section 5.1 A of these By-laws.

6.2C Each Commission Chair, in consultation with the President, shall appoint the members of his Commission other than the Cabinet (such other members collectively, the "Council" of such Commission). The Council may make recommendations to the Cabinet in respect of any matter upon which a vote may be taken.

6.3 Terms

6.3A Commencing with the inception of each Cabinet, the Cabinet shall be divided into three (3) classes . One such class shall be designated to serve for an initial term of four (4) years, the second class for an initial term of five (5) years and the third class for an initial term of six (6) years. Service in each class shall be deemed service for a full term on the Cabinet.

6 .3B Commencing upon the expiration of the initial term of each class of Cabinet members, such class shall be appointed for a three (3) year term . 6.3C Each non-voting member of each Commission shall serve for a one (1) year term .

6.31D Each Cabinet member, Commission member and Commission Chair shall serve until the expiration of his term or until his successor shall be appointed . Service as Commission Chair shall be in accordance with Section 5.7.

6.4 Functions

6AA Each Commission shall develop its general strategy recommendations and objectives, both long and short-term, which shall be outlined to include the various types of programs recommended as well as the objectives of each program . Each Commission shall submit its recommendations to the Executive Committee for review.

6AB The Executive Committee shall review the recommended strategies submitted by each Commission pursuant to Section 6AA of these By-

16 5Tff.0_Wr 1-1 P* 2 ~ cr~- (A (,c laws, make such revisions as it deems appropriate, and submit such recommended strategies, as revised if applicable, to the Board for approval.

6AC After the Board shall have approved the priorities and amounts to be allocated, then each Commission shall develop its specific funding approaches, including grant making, program services and other methodologies, all in accordance with the overall strategy approved by the Board. Each Commission shall utilize such approaches and methodologies to develop a set of recommendations of specific allocations for review and final ratification by the Board .

ARTICLE VII

NETWORK COMMISSION

7 .1 Powers and Responsibilities

The Network Commission shall be responsible for the following:

7.1A Relations with Affiliates, including reviewing and commenting to the Board on proposals for affiliation and disaffiliation of Affiliates before the Board acts with respect to same; consideration of any differences among Affiliates or between Affiliates and UJA-Federation ; planning with and studying issues relevant to the Jewish community, and local and overseas needs and services; ; planning with respect to matters and reviewing the overall planning activities of the Commissions and committees responsible for matters of interest; studying, commenting and developing recommendations (whether pro or con) on any other-than-routine matters and submitting them to the Board before the Board acts with respect to such matters; and government relations . ;

7.1 B Making recommendations with respect to the payment of membership dues, if any.

7.1 C Evaluating and preparing recommendations with regard to the admission of new Affiliate(s) pursuant to Section 19.1 and the disaffiliation of Affiliate(s) pursuant to Section 19.3.

7.1 D Periodically conducting an affiliations review and developing recommendations with respect to the continued affiliation of Affiliates and their continued entitlement to an unrestricted grant.

7.1 E Apportioning amounts for unrestricted institutional support for Affiliates and for meeting other targeted communal purposes ; targeted grants

17 STATE"E-N~ M ,COW, 22 0 -~- 'A ~- relating to general operations and infrastructure and unrestricted funding for Allied Agencies .

7.2 Appointment

The President shall appoint the members of the Network Commission not designated by virtue of their position which shall include representatives from among Affiliates' executives, subject to the approval of the President and ratification by the Board.

7.3 Qualifications

No person shall be qualified to serve or continue to serve on the Network Commission unless such person meets the criteria set forth in Section 16.2.

ARTICLE Vill

THEMATIC COMMISSIONS

8 .1 Powers and Responsibilities

The Thematic Commissions shall be responsible for domestic and overseas planning and allocations within their respective areas of interest and responsibility, including:

MA Evaluating and responding to planning priorities identified through community consultation and otherwise to assure that services are responsive to Jewish communal needs;

8.1 B Developing recommendations for: targeted grants to respond to priorities and emergencies; and targeted grants made from all sources from which allocations may be made; and

8 .1 C Evaluating and recommending the communal desirability and maintenance impact of Projects pursuant to Section 19.5.

8.2 Appointment

The Chairs of the Thematic Commissions shall appoint the members of their respective Commissions not designated by virtue of their position, subject to the approval of the President and ratification by the Board.

8.3 Qualifications

18 S-VRvIEMU~M 0 pQge 2.3 0~- L& No person shall be qualified to serve or continue to serve on the Caring Commission, Commission on the Jewish People or Commission on Jewish Identity and Renewal unless such person -meets the criteria set forth in Section 16 .2 .

ARTICLE IX

COMMITTEE STRUCTURE

9.1 Special Committees of the Board

The Executive Committee, the Committee for the Nomination of Officers and the Committee for the Nomination of Directors (the "Nominating Committees"), the Appropriations Committee, the Audit Committee and the Government Relations Committee shall be special committees of the Board and shall have the specific powers and responsibilities delegated to them by these By-laws or the Board. All members of UJA-Federation special committees shall be Directors.

9.2 Other Committees of UJA-Federation

Other committees of UJA-Federation may include: (1) Finance and Administration Committee (2) Investment Committee (3) Law Committee (4) Marketing and Communications Committee (5) Personnel Committee (6) Committee on Planned Giving and Endowments and Legal and Tax Panel (7) Young Leadership Council

ARTICLE X

EXECUTIVE COMMITTEE

10 .1 Powers and Responsibilities

Subject to the provisions of Section 712 of the Not-for-Profit Corporation Law of the State of New York, during the intervals between the meetings of the Board, the Executive Committee shall have all the authority of the Board, other than the authority to act on any Special Matter requiring a supermajority or special majority vote pursuant to Section 4.9, or to authorize and expend a sum in excess of $250,000 for a particular matter. The Executive Committee shall report the actions taken by it, any expenditures authorized and expended and the source of funding such expenditures in the interval, to the Board of Directors.

19 5f --p~~IENT C7 qoq~ 2.~A Of- 'A~o 10.2 Composition

10.2A The Executive Committee shall be composed of the following voting members: President, President-Elect, Chair of the Board, the Treasurer, the Commission Chairs described in Article VI, General Chair of the Campaign, Chair of the Philanthropic Leadership Group described in Section 5 .8, Chair of the Women's Campaign, and up to five (5) at-large seats as described in Section 10.213 . The Chief Executive Officer & Executive Vice President shall be a non-voting member of the Executive Committee .

10.213 The Executive Committee may be increased in size, to add up to three (3) additional members from among officers or directors then serving on the Board. Such members shall be appointed by the President, subject to ratification by the Board.

In addition, the President may recommend that the membership of the Executive Committee be increased by up to two (2) positions from among officers or directors then serving on the Board . Upon approval by the Committee for the Nomination of Officers, such members shall be added to the Executive Committee, subject to ratification by the Board .

10.3 Term

10 .3A Membership on the Executive Committee pursuant to Section 10 .2A shall be for the period of time during which a person serves as one of the officers designated in that section.

10 .313 Membership on the Executive Committee pursuant to Section 10 .2A shall be for a one (1) year term with a tenure limit of two (2) consecutive one (1) year terms . Such members shall serve by virtue of, and only so long as such persons retain, their positions as officers or Board members.

10.4 Meetings

10AA The President or Chair of the Board may call a meeting of the Executive Committee.

10AB Notice of a meeting of the Executive Committee shall contain a statement of the business to be transacted.

ARTICLE XI

NOMINATING COMMITTEES

20 5TATaA1a,TT 1-1 vclge -113 C4- 14(o 11 .1 Committee for Nomination of Officers

I 1 .1A Powers and Responsibilities

(i) The Committee for the Nomination of Officers shall submit to the Board at each Year End Meeting slates of candidates for election as Officers in accordance with the By-laws . Its report with respect to candidates for election as officers shall be completed no later than thirty (30) days before the Year End Meeting at which such elections are to be held . In addition to the candidates proposed and considered by the Committee for the Nomination of Officers, Board members may submit names of candidates for officers to the Committee for the Nomination of Officers for consideration.

(ii) Between Year End Meetings, the Committee for the Nomination of Officers shall present to the Board candidates to fill vacancies arising on the Board of UJA-Federation .

(iii) The Committee for the Nomination of Officers shall seek candidates who will further the primary objective of UJA-Federation, which is to forge the maximum unity of the Jewish community, enlarge the number and amount of contributions to the annual campaign of UJA-Federation and thereby enhance the services made possible by the funds thus raised, in accordance with the criteria set forth in Section 16.2 and criteria adopted from time to time by resolution of the Board of Directors.

11 .113 Composition

(1) The Committee for the Nomination of Officers shall be comprised of seven (7) members, including a Chair and six (6) members. The President shall sit on the Committee ex-officio without a vote. The Committee for the Nomination of Officers will consist of individuals who are active in UJA-Federation operations, who represent various aspects of the UJA-Federation mission and provide the greatest possible diversity within the Jewish community.

(ii) The President shall appoint the members of the Committee for the Nomination of Officers, subject to ratification by the Board . Selection of members shall be in accordance with the criteria set forth in Section 16.2 .

11 .1c Quorum and Vote

A quorum for any meeting of the Committee for the Nomination of Officers shall be the entire membership of such Committee. Action by the Committee for the Nomination of Officers shall be by the vote of a majority of the Committee members.

21 11 .2 Committee for Nomination of Directors

1 1 .2A Powers and Responsibilities

(i) The Committee for the Nomination of Directors shall submit to the Board at each Year End Meeting slates of candidates for election as Directors in accordance with the By-laws .

(ii) Between Year End Meetings, the Committee for the Nomination of Directors shall present to the Board candidates to fill vacancies arising on the Board and among the officers of UJA-Federation.

(iii) The Committee for the Nomination of Directors shall seek candidates who will further the primary objective of UJA-Federation, which is to forge the maximum unity of the Jewish community, enlarge the number and amount of contributions to the annual campaign of UJA-Federation and thereby enhance the services made possible by the funds thus raised, in accordance with the criteria set forth in Section 16.2 and criteria adopted from time to time by resolution of the Board of Directors.

1 1 .2B Composition

(i) The Committee for the Nomination of Directors shall be composed of twenty (20) members . Selection of members shall be in accordance with the criteria set forth in Section 16 .2 .

(ii) The President shall appoint the members of the Committee for the Nomination of Directors, subject to ratification by the Board . Selection of members shall be in accordance with the criteria set forth in Section 16.2.

11 .2C Quorum and Vote

For any action taken by the Committee for the Nomination of Directors, sixty (60%) percent of the Committee shall constitute a quorum and the affirmative vote of two-thirds (2/3) of the members present (provided a quorum is then present) shall be required .

ARTICLE X1 I

AUDIT COMMITTEE

12.1 Powers and Responsibilities

The Audit Committee shall oversee the annual audit of UJA-Federation .

SrP?r_CMWT 22 po~c ~q o f- W. 12 .2 Composition

The Audit Committee shall consist of at least five (5) members, who shall not be officers of UJA-Federation .

ARTICLE X111

GOVERNMENT RELATIONS COMMITTEE

13.1 Powers and Responsibilities

The Government Relations Committee shall study programs, policies and services including legislation and regulations, which affect UJA- Federation, the Jewish community, UJA-Federation Affiliates and other human service providers (see Section 19 .1), and shall advise the Commissions and the Board thereon .

13.2 Composition

The Govemment Relations Committee shall consist of at least twenty (20) members.

ARTICLE XIV

APPROPRIATIONS COMMITTEE

14.1 Powers and Responsibilities

14 .IA After the Board shall have approved the strategic priorities recommended by the Executive Committee pursuant to Section 6AB of these By-laws, and after the preparation of budgets and estimation of funds availability, the Appropriations Committee shall review all budget requests and the estimate of available funds pursuant to the procedure set forth in Article 17. The Appropriations Committee shall annually assess funding needs, and shall recommend appropriations priorities and the amounts to be allocated to each Commission ; to the administrative budget of UJA- Federation in accordance with the findings of the Finance and Administration Committee; to the reserves of UJA-Federation ; and to emergency and/or discretionary uses . The Appropriations Committee shall submit its recommended priorities and allocations to the Board for approval . Such recommended priorities and allocations shall be approved pursuant to a vote of not less than fifty-one (51%) percent of the entire Appropriations Committee .

14.1 B As part of its review of all available funds pursuant to Article 17, the Appropdations Committee shall annually assess unrestricted and

23 ?(g7 CA-' '~A ~P restricted resources intended for domestic and overseas purposes as to use or availability, including funds available from the annual campaign, and shall recommend to the Board the total allotment from which the Commissions shall develop allocations recommendations.

14.1 C The Appropriations Committee may recommend specific grants consistent with the UJA-Federation Mission Statement adopted by the Board on November 30, 1989, as it may be amended from time to time, from such sources available and identified in the budget adopted by the Board of Directors, including from unrestricted legacies and endowments.

14.2 Composition

14.2A The Appropriations Committee shall be composed of at least thirty (30) members in accordance with the criteria set forth in Section 16.2.

14 .213 The following shall be included among the members of the Appropriations Committee: the members of the Executive Committee; the Chair of the Finance Committee; the Chair of the Committee on Planned Giving and Endowments; the Chair of the Capital Campaign; one additional representative of each Commission (in addition to the Chairs of the Commissions serving on the Executive Committee).

14 .2C The immediate past President of UJA-Federation shall chair the Appropriations Committee. If the immediate past President is unable or unwilling to serve, the President shall appoint the Chair in accordance with these By-laws.

14.2D The President shall appoint the remaining members of the Committee, subject to ratification by the Board .

14.3 Leadership Subcommittee of the Appropriations Committee

14.3A As set forth in Article 17 hereof ("Allocation Process"), a Leadership Subcommittee shall be convened to initiate budget planning, to recommend budget parameters to the Appropriations Committee respecting UJA-Federation allocations, overseas and domestic, and to monitor the disposition of UJA-Federation funding throughout the year.

14.313 The Leadership Subcommittee shall include the Chair of the Board, the President and the Executive Vice President & CEO of UJA-Federation, the Chair of the Appropriations Committee, and up to four (4) at-large members who are senior lay leaders (such as former presidents or chairs of the Board) who are not currently Commission Chairs.

24 R,qe 2ct 0-~- 4 ko ARTICLE XV

ADDITIONAL COMMITTEES

15.1 Finance and Administration Committee

15AA Powers and Responsibilities

The Finance and Administration Committee or Sub-committee(s) thereof (members of which need not be members of the Finance and Administration Committee) shall supervise the fiscal and administrative operations of UJA-Federation including:

(1) Reviewing and recommending the annual operating budget for UJA-Federation in accordance with Article 17,and presenting such budget annually to the Board for approval ;

(2) Reviewing and recommending any special annual operating budgets for Special Campaigns or otherwise and presenting such budgets annually to the Board for approval;

(3) Overseeing the approved expenditures of each annual operating budget;

(4) Handling the retirement plan of UJA-Federation in accordance with responsibilities delegated by the Board;

(5) Advising UJA-Federation on fiscal undertakings such as loans and guaranties;

(6) Overseeing the information services and the data processing of UJA-Federation ;

(7) Overseeing the management of the building at 130 East 59th Street, and the real estate of UJA-Federation ; and

(8) Making recommendations with respect to the use of net appreciation of endowment funds in accordance with NPCL Section 513(c) or any successor statute.

15 .1 B Composition

15.1 B (i) The Finance and Administration Committee shall consist of not less than ten (10) members, in accordance with Section 15.2B.

25 SI-AveMla~r 1-7 vcx~e 3 0 (W- ~A ~- 15.113(ii) The Treasurer shall serve as the Chair or Co-Chair (if another Co-Chair is so appointed) of the Finance and Administration Committee for the tenure of his or her term as Treasurer.

15.2 Investment Committee

15 .2A Powers and Responsibilities

The Investment Committee shall invest funds on behalf of UJA-Federation and report on its activities to the Board.

15.213 Composition

15 .213(i) The Investment Committee shall be composed of not less than ten (10) members.

15 .213(ii) The Treasurer and any Co-Chair of the Finance and Administration Committee shall be members of the Investment Committee.

15.3 Committee on Planned Giving and Endowments/ Legal and Tax Panel

15.3A Powers and Responsibilities

15.3A(i) The Committee on Planned Giving and Endowments shall endeavor to develop legacies and endowments for the benefit of UJA-Federation and for domestic and overseas needs. It shall develop support for special projects, such as capital projects, as requested by the Board . It shall periodically report on its activities and prepare recommendations for future initiatives to the Board.

15.3A(ii) The Legal and Tax Panel shall advise UJA-Federation on matters involving planned giving, estates and trusts.

15.313 Composition

15.313(i) The Committee on Planned Giving and Endowments shall be composed of no less than ten (10) members.

15.3B(ii) The Commission Chairs shall be included among the members of the Planned Giving and Endowment Committee.

15.313(iii) The Legal and Tax Panel shall be composed of no less than ten (10) members.

26 5-fJk-(JN1zT'x 1-1 ~aw ?~ Of- YO 15.3B(iv) The President, shall appoint the remaining members of the Committee on Planned Giving and Endowments and the members of the Legal and Tax Panel, subject to ratification by the Board .

15.5 Law Committee

15.5A Powers and Responsibilities

The Law Committee shall advise UJA-Federation on all legal matters affecting its interests and on all questions relating to the interpretation of the governing corporate instruments of UJA-Federation and its By-laws. The Law Committee may furnish a legal opinion on any proposed amendment to the By-laws before it is adopted by the Board, which opinion may be formulated at a meeting of the Committee or by oral or written concurrence of a majority of the Committee. Nothing herein contained shall limit the power of UJA-Federation to retain separate counsel for any purpose, at any time.

15.5B Composition

15 .5B(i) The Law Committee shall consist of at least ten (10) members.

15.5B(ii) The President, after consulting with the Chair of the Board and the Commission Chairs, shall appoint the members of the Committee, subject to ratification of the Board .

15 .6 Marketing and Communications Committee

15.6A Powers and Responsibilities

The Marketing and Communications Committee shall advise UJA- Federation on its marketing, public relations and communications activities.

15.6B Composition

15 .6B(i) The Marketing and Communications Committee shall consist of at least ten (10) members.

15.6B(ii) The President, after consulting with the Chair of the Board and the Commission Chairs, shall appoint the members of the Committee, subject to ratification by the Board .

15.7 Personnel Committee

15.7A Powers and Responsibilities

STNR~k~ k-I 27 AP P cutjC 32- C)~- Lkfo The Personnel Committee shall advise UJA-Federation on its relations with employees and negotiate all collective bargaining agreements between UJA-Federation and the unions representing its employees . All such agreements, other than those relating to grievances under existing agreements, shall require the ratification of the Board .

15.7B Composition

15.7B(i) The Personnel Committee shall consist of at least ten (10) members.

15.7B(ii) The President, after consulting with the Commission Chairs, shall appoint the members of the Committee, subject to ratification of the Board.

15.8 Young Leadership Council

15.8A Powers and Responsibilities

The Young Leadership Council shall be responsible for planning and coordinating young leadership programs and activities.

15 .8B Composition

The Young Leadership Council shall consist of at least ten (10) members.

15 .9 Other Permanent and Temporary Committees

15.9A The Board or the Executive Committee may create permanent, additional committees with powers and responsibilities as either may determine by resolution .

15 .9B The President and Chair of the Board may create such ad-hoc or temporary committees with the specific powers and responsibilities as he or she may determine.

ARTICLE XVI

GENERAL RULES

16 .1 Composition of and Election to Committees and Commissions

16AA Except as otherwise provided in these By-laws, members of all committees and Commissions shall be appointed by the President, after consultation with the Chair of the Board and the Chair of the particular committee or Commission, as the case may be, promptly following the annual election of officers and shall not be limited to members of the

(-7 28 SAIVE"Orr pa("g 23 oc- W., Board. If an individual is unable or unwilling to serve as a member of a committee or Commission, the Chair of said committee or Commission may appoint another to serve in lieu of such individual .

16 .1 B Membership on committees and Commissions or their sub-committees shall be subject to Board ratification at the Board's first regular meeting following their appointment in accordance with these By-laws .

16 .1C Except as otherwise provided in these By-laws, the President, after consultation with the Chair of the Board, shall designate the committee or Commission Chair from among the members of each committee or Commission.

16.1 D With respect to committees or Commissions charged with particular responsibilities in accordance with these By-laws, and except as otherwise provided, the persons authorized to appoint members to these committees or Commissions may also appoint members to their sub- committees. Members of such sub-committees are not required to be members of the primary committee.

16.2 Qualifications for Participation in UJA-Federation Governance

When making nominations and appointments to the General Assembly, the Board, Commissions and committees, such nominations and appointments shall be made with attention given to candidates' involvement in financial resources development activities and to assuring proper representation on each such governing body from various geographic areas, age groups, religious streams, gender and individuals familiar with the Jewish community locally, in Israel and abroad. They should have experience in raising funds for UJA-Federation's mission and identifying and making quality gifts to UJA-Federation to fulfill its mission. Participation in UJA-Federation governance also requires acceptance of and adherence to UJA-Federation's Standards of Participation, a copy of which are attached to these By-laws as Appendix "A", as well as the Ethical Guidelines adopted by the Board which are attached to these By- laws as Appendix "B"; as they may be amended from time to time by the Board of Directors.

16.3 Terms of Service

16.3A Except as otherwise provided in these By-laws, membership on the General Assembly, the Board and committees and Commissions shall be for a one (1) year term or until a successor is duly appointed and qualified and shall commence on each July 1 .

29 S-mjakIEW k-7 po~;e 34 o~- (A (,o 16 .313 Vacancies on councils and committees and Commissions may be filled in accordance with the provisions of these By-laws . If a vacancy is filled or an appointment is made to serve on the General Assembly, the Board, in any office or on any committee or Commission for less than six (6) months of a term, the person filling the vacancy will be eligible to serve for the full number of terms otherwise authorized for that same office. If the vacancy is filled for a period in excess of six (6) months, the individual will be deemed to have served a full one (1) year term. Persons serving in any capacity shall have no responsibility for and shall not be deemed to have approved actions taken before their appointment.

16 .3C Except as otherwise provided in these By-laws, a person who has served as a committee or Commission member for six (6) full terms shall be ineligible to serve in that capacity from the expiration of his or her sixth term until the next annual appointment and qualification of members to such committee or Commission.

16 .3D Notwithstanding the provisions of Section 16.3C, any officer of UJA- Federation may continue to serve as a member of a committee or Commission so long as he or she continues to serve as such officer of UJA-Federation .

16 .3E Members of the Law Committee may serve without any limitation on the number of consecutive years of service.

16.3F Chairs of committees shall be appointed for a one (1) year term or until a successor is duly appointed and qualified . Except as otherwise provided in 16.3D, any such chair who serves for three (3) consecutive terms as chair shall be ineligible to serve from the expiration of his or her third term until the next annual appointment and qualification of a chair to the committee; provided, however, that with respect to the chair of the Investment Committee, such chair may serve for up to two (2) consecutive terms of three (3) years each (or up to six (6) consecutive years) as chair and thereafter shall be ineligible to serve from the expiration of his or her sixth term until the next annual appointment and qualification of a chair to the committee.

16 .3G Notwithstanding the provisions of Sections 16 .3C, any chair of a committee, Commission or sub-committee of either may continue to serve on that committee, Commission or sub-committee so long as he or she continues to serve as such chair and, if that particular position is designated pursuant to these By-laws to be represented on the Board of Directors, such chair may continue to serve on the Board beyond the six (6) year term limit for serving on the Board so long as he or she continues to serve as such chair.

30 STMEWEVT DoOe-35 OF- 16 .4 Meetings

16 .4A Unless otherwise provided in these By-laws, each committee and Commission may fix its own date, time, place and frequency of meetings and regulate its procedures consistent with these By-laws.

16.413 With the approval of the person responsible for presiding over a meeting of the Board or any committee or Commission, any one or more members of such governing body may participate in a meeting of the governing body by conference telephone or similar communication equipment which allows all governing body participants to hear each other. Such participation shall constitute actual presence at the meeting .

16 .4C Notice of any committee or Commission meeting may be waived by any member of the committee or Commission by signing a written waiver of such notice or by attending or participating in the meeting.

16.5 Notice

Notice of the date, time and place of committee and Commission meetings and the General Assembly shall be given by sending written notice to each committee or Commission member in accordance with the provisions of Article XXIII . If mailed, said notice shall be mailed at least ten (10) days prior to the date on which the meeting is to be held . If said notice is given by telegraph, telex, TWX, cable, wireless, facsimile, telecopy or similar means of communication or by personal delivery, it shall be given not less than twenty-four (24) hours before the meeting is to be held .

16.6 Committee Quorum and Vote

Unless otherwise provided in these By-laws, one-third of each committee or Commission shall constitute a quorum and the affirmative vote of a majority of committee or Commission members present (provided a quorum is then present) shall be required .

16.7 Reports to Board

Each committee and Commission shall be subject to the direction of the Board and shall report its activities to the Board.

ARTICLE XVII

ALLOCATION PROCESS

17.1 The Budget

31 S-nkTe-CW'T oQw- 3,0 C71- '111'~ Expenditures by UJA-Federation for both expenses and grants shall be made in accordance with the Budget adopted by the Board prior to the commencement of the fiscal year or through special authorizations by the Board as needed . As set forth in this Article, the budget process shall consist of an estimate of available financial resources, the establishment of an annual operating budget covering the expenses of UJA-Federation, and the appropriation of funds to the Commissions for the purpose of providing grants to charitable organizations supported by UJA-Federation .

17.1A Estimate of Available Financial Resources

The Finance and Administration Committee shall recommend an estimate of available financial resources to the Board with respect to the ensuing fiscal year. It shall prepare the estimate based on a review of all financial resources available to UJA-Federation and the policies and restrictions pertaining to each, the actual financial results in prior fiscal years, estimated financial results in the current fiscal year, trends in pledges and cash collections from annual and special campaigns, legacies and endowments and any other financial information it deems appropriate . It shall further consider in such estimate appropriate provisions for protecting the net assets of UJA-Federation and the charitable purposes for which UJA-Federation operates. The Finance and Administration Committee shall notify the Appropriations Committee of the recommended estimate of available financial resources in a timely manner, so as to guide the preparation of its recommendations.

17 .113 Annual Operating Budget Covering the Expenses of UJA-Federation

The Finance and Administration Committee shall review and recommend the annual operating budget covering the expenses of UJA-Federation and any special annual operating budgets, as may be required in the judgment of such Committee.

17 .1 C Appropriation of Funds to the Commissions

The Appropriations Committee shall adopt appropriations of funds to the Commissions for the purpose of providing grants to charitable organizations supported by UJA-Federation, in accordance with the following procedure :

(1) The Leadership Subcommittee of the Appropriations Committee shall recommend to the Appropriations Committee a set of parameters for the ensuing year's appropriation to delineate an appropriate balance between local, national, and international needs and priorities, pursuant to the Guiding Principles for the Allocation of Funds attached as Appendix "C".

32 :STJO'rTEme~ k-1 ~)~ 3-7 CC- (A ~o (Such parameters, as they may be developed by the Leadership Subcommittee and approved by the Appropriations Committee each year, are referred to herein as the "Parameters".)

(2) The Appropriations Committee shall review the Parameters and shall instruct the Commissions to prepare budget requests consistent with such Parameters .

(3) The Leadership Subcommittee will review all budget requests formulated by the Commissions prior to their presentation to the Appropriations Committee, in order to confirm that the requests comply with the Parameters and whether circumstances warrant any adjustment of the Parameters.

(4) The Appropriations Committee shall review the budget requests of the Commissions and consider the balance between local, national, and international purposes, both unrestricted and restricted . It shall further consider the estimate of available resources provided by the Finance and Administration Committee, and it shall adopt and recommend an appropriation that recognizes both the financial well-being of UJA- Federation and the charitable purposes for which UJA-Federation operates.

17.1 D Special Authorizations by the Board

From time to time, the Board may act to raise and/or expend funds for special purposes over and above the approved annual Budget. In the event that such expenditures occur over an extended period of time, the Finance and Administration Committee, Appropriations Committee, and Commissions shall incorporate them within the annual budgeting process as soon as feasible .

17.2 Independent Fundraising by UJA-Federation Beneficiaries

All organizations and agencies receiving unrestricted grants from UJA- Federation of $100,000 or more in one year shall not conduct any independent fundraising from Labor Day to December 10 (the "Major Gifts Corridor").

ARTICLE XVIII

ADMINISTRATION AND DISTRIBUTION OF FUNDS

18.1 Designated Accounts

33 ~~Ta4GNT n Pew- -:?g 0-~- 4~- 18.1A The Board may create designated accounts by placing restrictions on accounts under its exclusive jurisdiction and control for endowment funds, building funds, special trust funds or for other purposes and, subject to the directions of the specific donors and testators, may provide for the manner of disposition of such funds .

18 .113 Those designated accounts on which Federation's Board of Trustees placed restrictions prior to July 1 1986 shall remain domestic designated accounts on the same terms an( conditions or on such other terms and conditions as may be prescribed thereafter by the Board, provided that any funds previously allocated to Federation's Emergency Fund or to its Legacy Reserve Fund shall be allocated to the General Reserve Fund described in Section 18.2 .

18.2 General Reserve

All unrestricted resources and assets shall be maintained in a separate capital account known as the General Reserve.

ARTICLE XIX

AFFILIATED INSTITUTIONS AND AGENCIES.

19 .1 Admission Criteda

Any charitable, benevolent, educational or philanthropic-religious organization providing services and functions primarily for the benefit of Jews in New York City, Westchester, Nassau and Suffolk Counties, within the purview of the services and functions authorized under the charter of UJA-Federation, and which are communally desirable, may be admitted as a domestic Affiliated Institution or Agency of UJA-Federation (each, an "Affiliate" and collectively, "Affiliates") in accordance with the provisions of Section 19.2. No organization shall be eligible for admission as an Affiliate if its activities are primarily in support of or on behalf of an Affiliate .

19.2 Admission Procedures

19.2A Any organization described in Section 19.1 may seek to be admitted as an Affiliate by sending a written request to become affiliated to the President and the Chair of the Network Commission .

19.213 The Network Commission shall consider any such request and make a recommendation concerning admission of such organization, and the Network Commission review the proposal and submit the proposal with its comments to the Board for action .

gmjqjq~w 34 pux- 3q o ~- 19 .2C Thereafter, to admit such organization as an Affiliate, the following shall be required : the affirmative vote of seventy-five (75%) percent of the members of the Board of Directors present (provided a quorum is present), subject to the written consent of fifty-one (51 %) percent of the Affiliates.

19 .3 Disaffiliation

19 .3A An Affiliate may terminate its affiliation effective on June 30th of any year by sending six (6) months' prior written notification of its intent to disaffiliate to the President and Chair of the Network Commission .

19 .3B To terminate the affiliation of an Affiliate, the Network Commission shall first consider any such proposal and make a recommendation concerning disaffiliation and the Network Commission shall review the proposal and submit the proposal with its comments to the Board for action. Thereafter, at a meeting called, at least in part, for considering a recommendation to disaffiliate pursuant to this Section 22.3B, the following shall be required: the affirmative vote of seventy-five (75%) percent of the members of the Board of Directors present (provided a quorum is present), subject to the written consent of fifty-one (51 %) percent of all Affiliates other than the Affiliate which is the subject of the recommendation to disaffiliate.

19 .4 Fundraising Guidelines

19.4A The annual campaign of UJA-Federation is the fundraising campaign of Affiliates. Affiliates shall participate actively in the campaign among their Boards and staff. UJA-Federation urges all Affiliates to adopt a by-law establishing that a contribution be made to the annual campaign of UJA- Federation as one of the qualifying criteria for service as an agency Board member.

19AB Except as otherwise provided in these By-laws, Affiliates shall not solicit any contributions, whether for ordinary or extraordinary purposes, and shall comply with Section 17.3.

19AC Affiliates may solicit the following:

19 .4C(i) Legacies on behalf of such Affiliate ;

19 .4C(ii) Contributions from governmental agencies, subject to the provisions of Section 19.5C(ii), where relevant;

STATE~.~T n 35 V cqe, q o C)~-, (A ~_- 19 .4C(iii) Contributions (other than for maintenance) from publicly held corporations, provided the Affiliate is not a member of the United Way of New York City;

19.4C(iv) Contributions from foundations or trusts (other than those organized or created by persons who are or were regular contributors to UJA- Federation or its predecessor organizations and who are still living) ; and

19.4C(v) Contributions from members of the Affiliate's Board of Directors.

19AD With the prior approval of the Network Commission and the Capital Review Committee, Affiliates may solicit contributions for an endowment fund in accordance with the following:

19.4D(i) The campaign to raise the endowment fund must have a specific time frame so that a commencement date is fixed and termination of the campaign will occur no more than five (5) years thereafter;

19.4D(ii) The Affiliate must assure UJA-Federation that those who support the endowment fund shall not diminish their annual contributions to the annual campaign of UJA-Federation ; 19 .4D(iii) The Affiliate shall provide periodic reports on the endowment fund campaign to the President and the Chair of the Network Commission; and

19.4D(iv) The income from the endowment fund shall be used to encourage or meet the needs of a particular clientele of the Affiliate, or to render assistance to a particular geographic area served by that Affiliate or to create and maintain a specific program of that Affiliate. Principal of the endowment fund may not be invaded for said purpose(s) until the expiration of at least ten (10) years.

19.4E Affiliates may conduct building fund campaigns for capital projects in accordance with the following:

19.4E(i) To the extent that a building fund campaign is proposed for a capital project which constitutes a Project pursuant to Section 19.5, the capital project shall require the approval of the Network Commission and the Real Estate Committee, pursuant to that Section ; and

19 .4E(ii) Written proposals setting forth the parameters of a proposed building fund campaign shall be submitted to UJA-Federation in accordance with relevant guidelines then in effect.

19 .5 Pro'ects of Affiliates

STAMVEW Vi 36 g~* (A t o-C- 14 6 19.5A Without the prior approval of the Network Commission, no Affiliate shall undertake or participate in any project which, in the opinion of the Capital Development Fund Project Review Committee of the Network Commission, may materially increase the maintenance needs of said Affiliate and which in a twelve (12) month period will involve said Affiliate in cumulative expenditures including maintenance and capital expenditures aggregating $50,000 or more (or $100,000 or more, in the case of an Affiliate which receives from UJA-Federation an annual allotment of at least $250,000) (each a "Project", collectively "Projects").

19 .513 Before undertaking any such Project, the Affiliate must file with the President and the Chair of the Network Commission, a written notice setting forth the purposes of the Project, how the funds are to be obtained and other appropriate information from which the Capital Development Fund Project Review Committee may determine whether or not the Project will materially increase the maintenance needs of said Affiliate.

19.5C Promptly thereafter, Capital Development Fund Project Review Committee shall meet, jointly or otherwise, to make the following determinations and recommendations:

19 .5C(i) The Capital Development Fund Project Review Committee will determine whether the Project will materially increase the maintenance needs of the Affiliate. If the Capital Development Fund Project Review Committee determines that the Project will result in such a material increase, that determination, in conjunction with the recommendations developed by the Commission Chairs pursuant to Section 19.5C(ii), shall be transmitted to the Network Commission for approval or disapproval of the Project. If the Capital Development Fund Project Review Committee determines that the Project will not result in such a material increase, the Project may proceed but the recommendations developed by the Capital Development Fund Project Review Committee pursuant to Section 19.5C(ii) may nonetheless be transmitted by the Capital Development Fund Project Review Committee to the Network Commission for an advisory recommendation concerning the communal desirability of the Project.

19 .5C(ii) The Capital Development Fund Project Review Committee will determine the communal desirability of the Project by evaluating whether it involves a duplication of satisfactory existing services, whether it is a necessary service, whether it would be consistent with the primary mission(s) of UJA- Federation and the Affiliate, whether it is advisable or inadvisable for any other reason and whether, if the Project is to be initially funded by a government grant, support from UJA-Federation would be appropdate in the event such funding is subsequently curtailed . The recommendations of the Capital Development Fund Project Review Committee shall be transmitted pursuant to Section 19.5C(i).

37 0-`F- 19 .6 Information Required

19 .6A Affiliates shall furnish to the Network Commission annually, and at such other times as the Network Commission may require, such statistics and information as the Network Commission may deem necessary for the management of their affairs ; the books, records and accounts of each Affiliate shall be available for inspection by the Network Commission or its designated representatives .

19.6B All Affiliates and other recipients of funds allocated through funds identified for domestic purposes which receive in excess of $25,000 in one (1) fiscal year of UJA-Federation, or whatever sum is determined by resolution of the Network Commission, shall annually furnish to the Network Commission an audited certified financial reportif such Affiliate or recipient is required by law to prepare such a report.

19.7 Internal Management of Affiliates

19 .7A Except as otherwise provided in these By-laws, UJA-Federation shall not interfere in the internal management of any Affiliate.

19 .8 Associate-Affiliates

A former Affiliate, or other charitable organization, may be admitted as an Associate-Affiliate of UJA-Federation, in the discretion of, and on such terms and conditions as may be prescribed by the Board .

19.9 Allied Agencies

Unrestricted allocations may be made to agencies, not formally affiliated with UJA-Federation, to be expended by them for charitable, benevolent, educational or philanthropic-religious purposes primarily for the benefit of the Jews in New York City and Westchester, Nassau and Suffolk Counties . Non-affiliated agencies receiving such allocations are referred to herein as "Allied Agencies".

ARTICLE XX

JOINT PARTICIPATION WITH OTHER PUBLICLY SUPPORTED CHARITIES

20.1 The Board may authorize joint participation of UJA-Federation with other publicly supported charities through one (1) or more joint committees on which UJA-Federation is represented by persons elected for one (1) year terms by the Board or upon appointment by the President. S-J*A-a~ 38 rb~E LA3 ck- 20.2 The Board may prescribe the matters on which the joint committee may take determinative action and may prescribe or authorize such committee to determine its own rules and procedure which shall not be subject to these By-laws . The President shall report any action taken under this Section 23 .2 to the Board.

ARTICLE XXI

AMENDMENTS

21 .1 Votes on Amendments

21 .1A Pursuant to Section 4.913(i), for action on any amendment involving a material change of any major provision of the By-laws of UJA-Federation, the affirmative vote of seventy (70%) percent of the Directors present and voting (provided that a quorum is then present and that no less than fifty- one (51 %) of the entire Board votes affirmatively) shall be required .

21 .113 In accordance with Section 4.8, for action on any amendment not involving a material change of any major provision of the By-lawsj the affirmative vote of a majority of Directors present at any meeting of the Board (provided that a quorum is then present) shall be required.

21 .1 C The text of proposed amendments shall be submitted to the Executive Committee, or to the President, Chair of the Board and the Commission Chairs, fifty (50) days prior to the date on which such amendment is proposed to be presented to the Board so that the Executive Committee will have an opportunity to certify if the amendment is covered by Section 21 .1A, or certify in writing that the proposed amendment is not a Special Matter pursuant to Section 4.913(i).

21 .2 Notice

21 .2A Notice of the date, time and place of meetings of the Board at which any Special Matter referred to in Section 21 .1A is to be considered shall be given by sending written notice in accordance with the provisions of Section 4.6C and Article XXIII.

21 .213 Notice of the date, time and place of meetings of the Board at which any matter referred to in Section 21 .113 is to be considered shall be given by sending written notice to each Director in accordance with the provisions of Section 4 .6A and Article XXIII .

21 .2C Notices sent pursuant to this Section 21 .2 shall include a description of the proposed amendment.

39 q~ of (-k~c ARTICLE XXII

INDEMNIFICATION

22 .1 Directors and Officers

UJA-Federation shall and does hereby indemnify any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a Director or officer of UJA-Federation, or of any other Corporation which he served as such at the request of UJA-Federation, against all reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, and including the cost of court-approved settlements, to the fullest extent and in the manner set forth in and permitted by the New York Not-for-Profit Corporation Law and any other applicable law, as from time to time in effect Such dght of indemnification shall not be deemed exclusive of any other dghts to which such director or officer may be entitled apart from the foregoing provisions.

The foregoing provisions of this Article XXIII shall be deemed to be a contract between UJA-Federation and each Director and officer who serves in such capacity at any time while this Article XXIII and the relevant provisions of the New York Not-for-Profit Corporation Law and other applicable law, if any, are in effect, and, except to the extent otherwise required by law, any repeal or modification thereof shall not affect any rights or obligations then existing or thereafter arising with respect to any state of facts then or theretofore existing or thereafter arising or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or part upon any such state of facts.

22 .2 Employees

The Board, in its discretion, shall have the power on behalf of UJA- Federation to indemnify any person, or his or her estate, other than a Director or officer, made a party to any action, suit or proceeding by reason of the fact that said person is or was an employee of UJA- Federation .

ARTICLE M11

NOTICE

Written notice required to be sent to any person pursuant to these By-laws shall be addressed to each person at the address designated by the

5MVEMENT ki 40 pay LJS~ Ck kA (p person or, if none shall have been designated, to his or her last known address: if by mail, by first-class mail, deposited postage prepaid, in a post office or official depository of the UnitedI States Post Office Department; or by e-mail, telegraph, telex, TWX, cable, wireless, facsimile, telecopy or similar means of communication; or by personal delivery.

ARTICLE XXIV

BOOKS AND RECORDS

UJA-Federation shall keep at its office or at such other place as the Board may authorize, correct and complete books and records of account and shall keep minutes of proceedings of the Board, Executive Committee and the Financial Resources Development Council . Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

ARTICLE XXV

SEAL

The Seal of UJA-Federation shall be circular in form, and shall bear the words, "United Jewish Appeal-Federation of Jewish Philanthropies of New York, Inc ." and the words "Corporate Seal".

ARTICLE XXVI

FISCAL YEAR

The fiscal year of UJA-Federation shall end on the 30th day of June in each year.

41 ~Ggf- L4 (e UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30,2003 EIN: 51-OIT2429

Form 990, Part VI - Other Information, Line 80b

Exempt Organizations

U-F Property Corp. FEDVentures, Inc. Now York - Israel Economic Development Partnership, Inc. Jewish Women's Foundation, Inc, The Now York Music for Youth Foundation, Inc. UJA-FED Properties, Inc. The Caroline and Joseph S. Gruss Life Monument Funds, Inc. Blau Family Foundation The Daniel and Thalia Federbush Supporting Foundation The Jeremiah Kaplan Foundation Saul and Ids Katz Family Foundation Levy Family Foundation The E. F. Robbins Foundation Dorothy F. Rodgers Foundation Silverman Supporting Foundation The Lois Conway Foundation The Eleanor, Adam and Mal Dubin Foundation The Marilyn Fnedson Foundation The Sidney and Miriam Loewy Friend Foundation The William and Eleanor Greenblatt Family Foundation The Gurwin Family Foundation The Joan and Jerome Jakubovkz Foundation The Undenbaum Family Foundation The Dons and Isaac Moinester Foundation The Ostrover Family Foundation The Richard C. and Lisa N. Perry Foundation The PJ Foundation The Seltzer Foundation The Solomon Foundation The Shelby M. Tauber Supporting Foundation Anonymous Was a Woman Foundation Joel & Ora Benton Monroe Benton Memorial Foundation Vega Foundation Marc and Harriet Suvall Foundation The David and Rose Himelberg Foundation The Caslow Family Foundation The Rose and Isidor Nagor and Annette and Abraham Levine Foundation The Averick Philanthropic Foundation Sunim Fund M.1 Haas Supporting Foundation The Prindle Foundation The Tausch Foundation The Fridson Family Foundation The Fredman Lichtenstein Foundation The Stevens Foundation The Lynn & Jules Kroll Family Foundation Fleischer Foundation Porges; Family Foundation The Eric & Tamar Goldstein Foundation The Tamead Foundation The L. Averick Foundation The Jewish Communal Fund

Non-Exenmt Omanizations

UJAFAR Inr-

STATEMENT18 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30,2003 EIN : 51-0172429

Form 990, Part VII - Analysis of Income-Producing Activities - Line 103 (a), Column M

Line: Column E

103a(l) Campaign Support To Other Federations 75,000

103a(2) Pension Plan Administration Fee 137,000

103a(3) Foundation Services (Philanthropic Advisors) 527,000

103a(4) Other (primarily the reversal of prior grant accrual) 3,275,000

Total Other Revenue 4,014,000

STATEMENT19 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YORK, INC. FISCAL YEAR ENDED JUNE 30, 2003 EIN: 51-0172429

Form 990, Part Vill - Relationship of Activities to the Accomplishment of Exempt Purposes Fart VI I, Lines 93 a & b and Line 103 a - Column E

93a Refugee Resettlement Program

Fees for planning, coordinating, fiscal review and program evaluation of services provided by a network of agencies to facilitate resettlement of Jewish refugees in furtherance of UJA-Federation's exempt purpose.

93b Public Policy Services

UJA-Federatlon provides basic research and educational materials on public policy issues affecting the clients served by the agencies it supports and the agencies' programs. Certain of those agencies provide funds to help support the cost of conducting these program services.

103a(l) Campaign Support To Other Federations

UJA-Federation provides support to other federations with similar exempt purposes. Support includes, but is not limited to, supervision of campaign staff and consultation services relating to such areas as community campaigns, donor recognition, telemarketing, direct mail, planned giving, and marketing and communications .

103a(2) Pension Plan Administration Fee

Reimbursement for administrative services performed on behalf of the Retirement Plan for Employees of United Jewish Appeal-Federation of Jewish Philanthropies of New York, Inc. and Affiliated Agencies and Institutions.

103a(3) Foundation Services (Philanthropic Advisors)

Through this program, UJA-Federation provides grant making, administration and management services to individuals and other tax exempt philanthropic organizations that provide support to affiliated agencies within the UJA-Federatlon network.

STATEMENT20 UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YOW INC. FISCAL YEAR ENDED JUNE 30,2003 EIN: 51-0172429

Form 990, Schedule A, Part III - Statements About Activities - Line 2e

Certain officers and directors provide legal, insurance, security, real estate, investment and brokerage services to the organization. The organization believes that the terms of these services are no less favorable to the organization than it could have obtained from an unaffiliated party.

STATEMENT 21 VV1r__

- I

UNITED JEWISH APPEAL-FEDERATION OF JEWISH PHILANTHROPIES OF NEW YOW INC. FISCAL YEAR ENDED JUNE 30,2003 EIN: 51-0172429

Form 990, Schedule A, Part III - Statements About Activities - Note:

UJA-Federation provides core operating support to not-for-profit agencies in its network. Funding decisions are based on a comprehensive agency review process that assesses a munber of organizational parameters, including mission alignment, governance, financial management, program effectiveness and efficiency. In addition, not-for-profit organizations that conduct programs in fin-therance of UJA-Federation's charitable purposes may apply for program grants through an annual public "Request for Proposals" process . Organizations that wish to receive annual grants from UJA-Federation submit their applications, budgets and other relevant material for review by a UJA-Federation committee. Where appropriate, UJA- Federation may meet with the leadership of the agencies and request additional information in support of the agency grant request before making a fimding recommendation. Final allocation decisions are approved by the UJA-Federation Board of Directors.

STATEMENT 22 Form 8868 Application for Extension of Time To File an (0ecember 2000) Exempt OMS No. 1545-1709 Departnwt of the Treasury Organization Return Intemai Revenue service 1111-- File a for each return .

" If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box ...... 1XI " If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part 11 (on page 2 of this form). Note: Do not complete Part 11 unless you have already been granted an automatic 3-month extension on a previously filed Form 8868.

Automatic 3-Month Extension of Time - Only submit original (no copies needeco

Note: Form 990-T corporations requesting an automatic 6-mcnth eKtansion - check this box and complete Part I only ...... 01 F7 Aff other corporations ancluding Form 990-C filers) must use Form 7004 to request an eKtanslon of time to file Income tax returns. Partnerships, REMICs and trusts must use Form 8736 to request an aKtenslon of time to ffle Form 1065, 1066, or 1041. Type or Name of Exempt Organization Employer identification number print UNITED JEWISH APPEAL - FEDERATION OF I JEWISH PHILANTHROPIE OF NEW YORK, INC . 51-0172429 Me by the due date for Number, street, and room or suite no. If a P.O. box, see instructions. filing your notum. See 130 EAST 59TH STREET InsMadons, City, town or post office, state, and ZJP code. For a foreign address, see Instructions. NEW YORK, NY 10022-1302

Check type of return to be filed (file a separate application for each return):

FT :Form 990 f7 Form 990-T (corporation) Form 4720 Form 990-BL Form 990-T (sec. 401 (a) or 408(a) trust) Form 5227 Form 990-E7- Form 990-T (trust other than above) Form Son Form 990-PF Form 1041 -A Form 8870

" If the organization does not have an office or place of business in the United States, check this box ...... 0 . = " If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this Is for the whole group, check this box 1110- = . If it is for part of the group, check this box 0- = and anach a list with the names and EINs of all members the extension will cover.

I I request an automatic 3-month (6-month, for 990-T corporation) extension of time until FebruarV 17, 2004 . to file the exempt organization return for the organization named above. The extension is for the organization's return for- = calendar year_ or FT tax year beginning JUL 1r 2002 -,andanding JUN 30 g 2003

2 If this tax year is for less than 12 months, check reason: = Initial return = Final return Change in accounting period

3a If this application is for Form 990-131- 990-PF, 990-T, 4720, or 6089, enter the tentative tax, less any nonrefundable credits. See Instructions ...... $ NONE

b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit ...... $ NONe

c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit with Fro coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions ...... $ N/A Signature and Verification Under penalties of pajury, I declare that I have examined this iding accompanying schedules and statements, and to the best of my knowledge and belief, I is true, correct, and and that I am authorized t" form.

LHA For Paperwork Reduction Act Notice, see Form $868 (12-2000)

223831 05-01-02 *,We filing for an Additional (not automatic) 3-Month Extension, complete only Part 11 and check this box FX N y complete Part 11 if you have already been granted an automatic 3-month extension on a previously filed Form 8868. 0 If you are filing for an Automatic 3-Month Extension, complete only Part I (on page 1). I Port M Additional (not automatic) 3-Month Extension of Time - Must file Original and One Copy. Name of Exempt Organization Employer identification number Type or UNITED JEWISH APPEAL - FEDERATION OF print. JEWISH PHILANTHROP-1-ES-OF NEW YORK, INC . 51-0172429 File by the extended Number, street, and room or suite no. If a P.O. box, see instructions . For IRS use only due date for 130 EAST STREET filing the 59TH return See City, town or post office, state, and ZIP code. For a foreign address, see instructions. Instructions NEW YORK, NY 10022-1302 Check type of return to be filed (File a separate application for each return) : a] Form 990 E:1 Form 990-EZ Form 990-T (sec . 401 (a) or 408(a) trust) Form 1041 -A Form 5227 Form 8870 = Form 990-BL = Form 990-PF Form 990-T (trust other than above) Form 4720 Form 6069

STOP: Do not complete Part 11 if you were not already granted an automatic 3-month extension on a previously filed Form 8868.

" If the organization does not have an office or place of business in the United States, check this box ...... " If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) If this is for the whole group, check this box 11111- = . If it is for part of the group, check this box 01 = and attach a list with the names and EINs of all members the extension is for.

4 1 request an additional 3-month extension of time until MAY 17, 2004 5 For calendar year _, or other tax year beginning ibr.- ~,~ and ending JUN 30, 2003 6 If this tax year is for less than 12 months, check reason : = Initial return Final return Change in accounting period 7 State in detail why you need the extension INFORMATION NECESSARY TO PREPARE A COMPLETE AND ACCURATE RETURN IS NOT YET AVAILABLE.

8a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, le nonrefundable credits. See instructions $

b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any re qa~n bl timat, ~d tax payments made. Include any prior year overpayment allo;was.ym a c Id -r aPount paidt previously with Form 8868 $ c Balance Due. Subtract line 8b from line 8a. Include your pay ith this form, or, if required, deposit with FTD coupon or, If required, by using EFTPS (Electronic Federal T ayment System). See instructions ...... $ N/A

Signature and Verification Under penalties of perjury, I declare that I have examined this_jqrm, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and.20triplete, and that I am authorized_lefAare this form 1 *0

;iqnature AA-='~Title 10- Date 10, Notice WApplicant - To ge Completed by the IRS O-We have approved this application. Please attach this form to the organization's return. We have not approved this application. However, we have granted a 1 0-day grace period from the later of the date shown below or the due date of the organization's return (including any prior extensions). This grace period is considered to be a valid extension of time for elections otherwise required to be made on a timely return . Please attach this form to the organization's return. We have not approved this application. After considering the reasons stated in item 7, we cannot grant your request for an extension of time to file. We are not granting the 10-day grace period. We cannot consider this application because it was filed after the due date of the return for which an exteEKSM"PROM Other

By- FEB 1 9 2004 Director I lNnA 1111"AAt~-PIF, W11%6wl I F-r-l' R A109PwA-. Alternate Mailing Address - Enter the address if you want the copy of this application for an additional 3-montS S different than the one entered above. Name

Type Number and street (include suite, room, or apt. no.) Or a P.O. box number or print City or town, province or state, and country (including postal or ZIP code) 2231132 05-22-02 Form 8868 (12-2000)

12030115 351535 510172429 2002 .08000 UNITED JEWISH APPEAL - FEDE 51017241