DIFASTER RELIEF RETURN DUE 2/1/13; PRIMARY OFFICE IN FAIRFIELD COUNTY, CT 06880

Return of Private OMB No 1545-0052 Form 990 -PF or Section 4947(a)(1) Nonexempt Department of the Treasury Treated as a Internal Revenue Service Note . The foundation may be able to use a copy of this return to satisfy state reporting requirements. 201 1 For calendar year 2011 or tax year beginning , and ending Name of foundation Employer identification number

DALIO FOUNDATION. INC. 43-1965846 Number and street (or P 0 box number II mail is not delivered to street address) Room/sude B Telephone number ONE GLENDINNING PLACE (203)291-5130

City or town, state, and ZIP code C if exemption application is pending , check here ► WESTPORT, CT 06880 G Check all that apply. Initial return L_J Initial return of a former public D 1. Foreign organizations, check here - Q Final return Amended return Foreign organizations meeting the 85% test, Address change ® Name change 2. check here and attach computation H Check type of organization: LXJ Section 501(c)(3) exempt private foundation E If private foundation status was terminated Section 4947(a)(1) nonexempt charitable trust = Other taxable private foundation under section 507(b)(1)(A), check here I Fair market value of all assets at end of year J Accounting method: LXJ Cash L_J Accrual F If the foundation is in a 60-month termination (from Part ll, col. (c), line 16) E::] Other (specify) under section 507(b)(1)(B), check here column (d) on cash ► $ 3 2 2 , 8 4 6 , 7 7 0 . (Part 1, must be basis) Part 1< Ana lysis of Revenue and Expenses (a) Revenue and (b ) Net investment (c) Adjusted net (d) Disbursements (The total of amounts in columns (b), (ct and ( d) may not for charitable purposes necessarily equal the amounts in column (a).) expenses per books income income (cash basis only) 1 Contributions, gifts, grants, etc., received 1 00,761,387. N. k. :, 2 Check I dthe toundahonis not required to atlachSch B 3 Interest on savmgs and temporary cash investments 27. 27. S• TATEMENT °- i; 4 Dividends and interest from securities 29,950. 29,950. T-ATEMENT,' 2- 5a Gross rents

b Net rental income or (loss)

6a Net gain or (loss) from sale of assets not on line 10 11 , 311 , 7 t7 n b Gross sales price for all V 'Y C assets on line 6a 30 , 377 , 648 . -'` • - - . 7 Capital gain net income (from Part N, line 2) 11 , - 311, 478 S ' - _'• "' ^k _ _ _ _ °C 8 Net short-term capital gain y -7 9 Income modifications Gross sales less returns 10a and allowances b Less Cost of goods said c Gross profit or (loss) 11 Other income <1,520,299. > <1,520,299. > S TATEMENT, 3' 12 Total. Add lines 1 through 11 E10,582, 543 . 9, 821 , 156 . . 13 Compensation of officers , directors , trustees , etc 0 . 0 . 0 14 Other employee salaries and wages 347 , 645. 0 . 347, 645 . 15 Pension plans, employee benefits 21 , 637 . 0 • 21, 637 . LS 16a Legal fees STMT 4 69,343. 0. 69,343. do b Accounting fees STMT 5 19,416. 9,708. 9,708. °,V c Other professional fees STMT 6 28,725. 0. 28,725. 17 Interest 18 Taxes STMT 7 255, 000. 0. 0. 19 Depreciation and depletion E 20 Occupancy a 21 Travel, conferences, and meetings 6,572. 0 . 6 , 712 . r- 22 Printing and publications 0 23 other expenses STMT 8 2,463,769. 18,428. 2,445,341. 24 Total operating and administrative es. Add lines 13 through 23 3 , 212,107. 28,136. 2,92 9,111. 25 Gti ^1 pal 41,528,910. 41,528,910. ^salYd•urseas nts. d Imes24and25 VT 44,741,017. 28,136. 44,458,021. act Ise 6 ^7(^lne

LE^of revenue over expens disbursements 65, 8 4 1 , 526. , F. ^° ^ ` - - ' • - - - - - Pr t i n 0 it n;gga e, enter -0-) •9 793 020 . Co negatrv , enter -o-) N/A

IL-UL-i i .-i 1/-' '., -v,.",-.n ^., S. u^ . ^^v^^ r^^^ ^.vuv , ,. ^. ,.,.iur-^^v." ,. . v,,„ vvv • • t", , ', Form 990-PF (2011) DALIO FOUNDATION. INC. 43-1965846 Pana 9

A111chad schedules and amounts in the description Beginning of year End of year Part II Balance Sheets column should betorend -ot-yearamounts only (a) Book Value (b) Book Value (c) Fair Market Value 1 Cash - non-interest-bearing 2 Savings and temporary cash investments 184,737,834. 59,310,640. 59,310,640. 3 Accounts receivable ► Less: allowance for doubtful accounts ► 4 Pledges receivable ► Less: allowance for doubtful accounts ► 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons

7 Other notes and loans receivable ► Less: allowance for doubtful accounts ► . 8 Inventories for sale or use N 9 Prepaid expenses and deferred charges a 10a Investments - U.S. and state government obligations STMT 10 235,786. 8,221,918. 8,221,918. b Investments - corporate stock c Investments - corporate bonds 11 Investments - land, buildings, and equipment basis ►

Less accumulated depreciation ► 12 Investments - mortgage loans 13 Investments - other STMT 11 42,419,847. 255,314,212. 255,314,212. 14 Land, buildings, and equipment oasis ► Less accumulated depreciation ► 15 Other assets (describe ►

16 Total assets (to be completed by all filers) 227,393,467. 322,846,770. 322,846,770. 17 Accounts payable and accrued expenses 152. 192. 18 Grants payable 19 Deferred revenue

20 Loans from officers, directors, trustees, and other disqualified persons 21 Mortgages and other notes payable 22 Other liabilities (describe ►

23 Total liabilities (add lines 17 through 22) 152. 192. Foundations that follow SFAS 117, check here ► and complete lines 24 through 26 and lines 30 and 31. 41 24 Unrestricted cc 25 Temporarily restricted m 26 Permanently restricted r_ Foundations that do not follow SFAS 117, check here ► F LL and complete lines 27 through 31. w 27 Capital stock, trust principal, or current funds 0. 0. N 28 Paid-in or capital surplus, or land, bldg., and equipment fund 0. 0. to 29 Retained earnings , accumulated income, endowment, or other funds 227,393,315. 322,846,578. Z 30 Total net assets or fund balances 227,393,315. 322,846,578.

31 Total liabilities and net assets/fund balances 227,393,467. 322,846,770. I Part Ill Analysis of Changes in Net Assets or Fund Balances

1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 227,393,315. 2 Enter amount from Part I, line 27a 65,841,526. 3 Other increases not included in line 2 (itemize) ► SEE STATEMENT 9 29,611,737. 4 Add lines 1, 2, and 3 322,846,578. 5 Decreases not included in line 2 (itemize) ► 0. 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line 30 322,846,578. Form 990-PF (2011) 123511 12-02-11 Form 990-PF (2011) DAL I O FOUNDATION, INC. 43-19658 46 Page 3 Part IV Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind( s) of property sold (e g., real estate, ow acquire ( c) Date acquired (d) Date sold - Purchase ( mo 2-story brick warehouse , or common stock , 200 shs. MLC Co.) D - , day, yr.) (mo., day, yr.) la 13684.2356 SHARES OF AW 1 P VARIOUS VARIOUS b 13202.5370 SHARES OF AW 2 P VARIOUS VARIOUS c BROKERAGE ACCOUNT FUTURES P VARIOUS VARIOUS d THROUGH STIF II, LLC P VARIOUS VARIOUS e THROUGH STIF II, LLC - SEP P VARIOUS VARIOUS (e) Gross sales price (f) Depreciation allowed (g) Cost or other basis ( h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) a 15,363,123. 11,693,281 . 3,669,842. b 15,014,525. 10,916,172. 4,098,353. c 3,543,366. d <123. : e 40. Complete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 ( I) Gains ( Col. (h) gain minus (j) Adjusted basis (k) Excess of col. (i) col. (k), but not less than -0-) or Losses (from col. (h)) (i) F.M V. as of 12/31/69 as of 12/31/69 over col. (j), if any a 3,669,842. b 4,098,353. c 3,543,366. d <123. e 40. If gain, also enter in Part I, line 7 2 Capital gain net income or ( net capital loss) j If (loss), enter -0- in Part I, line 7 2 11 ,311,478. 3 Net short-term capital gain or ( loss) as defined in sections 1222 ( 5) and (6): If gain, also enter in Part I, line 8, column (c). If ( loss ), enter -0- in Part I, line 8 3 N/A I Part V I Qualification Under Section 4940 (e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? 0 Yes OX No If "Yes,' the foundation does not qualify under section 4940 (e) Do not complete this part. 1 Enter the appropriate amount in each column for each year ; see instructions before making any entries. a Base period years Adjusted q ualify in g (col. (b) divided by col. (c)) 2010 16,099,170. 59,800,981. .269212 2009 18,040,889. 22,658,870. .796195 2008 15,395,961. 15,679,218. .981934 2007 8,946,166. 18,517,464. . 483120 2006 5,674,555. 22,819,222. .248674

2 Total of line 1, column (d) 2 2 .779135 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years 3 . 5 5 5 8 2 7

4 Enter the net value of noncharitable -use assets for 2011 from Part X, line 5 4 250,247,338.

5 Multiply line 4 by line 3 5 139,094,227.

6 Enter 1% of net investment income (1% of Part I, line 27b) 6 97,930.

7 Add lines 5 and 6 7 139,192,157.

8 Enter qualifying distributions from Part XII, line 4 8 44,458,021. If line 8 is equal to or greater than line 7, check the box in Part VI , line 1b, and complete that part using a 1% tax rate. See the Part VI instructions. 123521 12-02-11 Form 990-PF (2011) Form 990-PF (2011) DAL I O FOUNDATION, INC. 43-1965846 Page 4 Part VI Excise Tax Based on Investment Income (Section 4940 (a), 4940(b), 4940(e) , or 4948 - see instructions ) 1a Exempt operating foundations described in section 4940( d)(2), check here ► U and enter 'N/A' on line 1. Date of ruling or determination letter: ( attach copy of letter if necessary-see instructions) b Domestic foundations that meet the section 4940 (e) requirements in Part V, check here ► 0 and enter 1% 1 195,860. of Part I, line 27b c All other domestic foundations enter 2% of line 27b . Exempt foreign organizations enter 4% of Part I , line 12, col. (b). 2 Tax under section 511 (domestic section 4947 (a)(1) trusts and taxable foundations only. Others enter -0-) 2 0. 3 Add lines 1 and 2 3 195,860. 4 Subtitle A (income) tax (domestic section 4947 (a)(1) trusts and taxable toundations only. Others enter -0-) 4 0. 5 Tax based on investment income . Subtract line 4 from line 3. If zero or less, enter -0- 5 195,860. 6 Credits/Payments: a 2011 estimated tax payments and 2010 overpayment credited to 2011 6a 246,424. b Exempt foreign organizations - tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c 75 , 000 d Backup withholding erroneously withheld 6d 7 Total credits and payments . Add lines 6a through 6d 7 321,424. 8 Enter any penalty for underpayment of estimated tax. Check here OX if Form 2220 is attached 8 Tax due. If the total of lines 9 5 and 8 is more than line 7, enter amount owed ► 9 Overpayment 10 . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 125,564. 11 Enter the amount of line 10 12 to be: Credited to 2012 estimated tax ► 5 , 5 6 4 . 1 Refunded ► 11 0.

la During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? la X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? lb X If the answer is "Yes" to la or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities c Did the foundation file Form 1120-POL for this year? 1c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation. ► $ 0. (2) On foundation managers. ► $ 0. e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. ► $ 0. 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 1 1 X If "Yes,' attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes 3 X 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a X b If 'Yes; has it filed a tax return on Form 990-T for this year? N/A 4b 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year'? 5 X If "Yes,' attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 X 7 Did the foundation have at least $5,000 in assets at any time during the year? 7 X If "Yes," complete Part ll, col. (c), and Part XV. 8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► CT b If the answer is 'Yes' to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G' If 'No,' attach explanation 8b X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(l)(3) or 4942(f)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV)? If 'Yes,' complete Part XIV 9 X 10 Did any persons become substantial contributors during the tax year? if -Yes." attach a schedule li5tino their names and addresses STMT 1 2 10 X Form 990-PF (2011)

123531 12-02-11 Form 990-PF 2011 DAL I O FOUNDATION, INC. 43-1965846 Page 5 Part VII-A Statements Regarding Activities (continued) 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)? If 'Yes; attach schedule (see instructions) 11 X 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If 'Yes,' attach statement (see instructions) 12 X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X Website address 11o. N/A 14 The books are In care of ► LISA SAFIAN Telephone no. 10P. 2 0 3 291-5130 Located at jii^ O 14M VLL11VDI.VCL4 tLA%., VM0 L r um1 1 , , LIP+4 ►UOt3i3U 15 Section 4947( a)(1) nonexempt charitable trusts filing Form PF lieu 990- in of Form 1041 - Check here ► and enter the amount of tax-exempt interest received or accrued during the year ► 15 N/A 16 At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over a bank, Yes No securities, or other financial account in a foreign country? 16 1 X See the instructions for exceptions and filing requirements for Form TD F 90-22.1. If 'Yes; enter the name of the foreign

I Part VII- B Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. No la During the year did the foundation (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person? 0 Yes OX No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? Yes OX No (3) Furnish goods, services , or facilities to (or accept them from) a disqualified person? F Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person u Yes ^i No (5) Transfer any income or assets to a disqualified person ( or make any of either available for the benefit or use of a disqualified person)? 0 Yes [X No (6) Agree to pay money or property to a government official? ( Exception . Check "No" If the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) Yes OX No b If any answer is "Yes" to la( 1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941 ( d)-3 or in a current notice regarding disaster assistance (see instructions)? lb X Organizations relying on a current notice regarding disaster assistance check here c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2011? is X Taxes on failure to distribute income (section 4942) ( does not apply for years the foundation was a private operating foundation defined in section 4942( l)(3) or 4942 ( j)(5)): a At the end of tax year 2011, did the foundation have any undistributed income ( lines 6d and Be, Part XIII ) for tax year(s) beginning before 2011? Yes OX No If 'Yes; list the years ► b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942 (a)(2) (relating to incorrect valuation of assets ) to the year's undistributed Income? ( If applying section 4942( a)(2) to all years listed , answer " No' and attach statement - see instructions.) N/A 2b c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. D 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? Yes OX No b If 'Yes," did it have excess business holdings in 2011 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2011) N/A 3b 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011? I4bI IX Form 990-PF (2011)

123541 12-02-11 Form 990-PF (2011 ) DALIO FOUNDATION, INC. 43-1965846 Pa I Part VII- B I Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a During the year did the foundation pay or incur any amount to, (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))7 F-1 Yes © No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration dnve7 Yes © No (3) Provide a grant to an individual for travel, study, or other similar purposes? 0 Yes No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)9 Yes No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? II Yes LX 1 No b If any answer is 'Yes' to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? 5b X Organizations relying on a current notice regarding disaster assistance check here c If the answer is 'Yes' to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? SEE STATEMENT 13 F Yes No If "Yes,' attach the statement required by Regulations section 53 4945-5(d) 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? E__1 Yes OX No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 6b X If "Yes' to 6b, file Form 8870. 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? 0 Yes LX No b If 'Yes,' did the foundation receive any proceeds or have any net income attributable to the transaction? N/A 7b Information About Officers, Directors, Trustees, Foundation Managers, Highly Part VIII Paid Employees, and Contractors 1 List all officers, directors , trustees , foundation managers and their compensation. (b) Title, and average (c) Compensation Contribusonsto (e)Ex ense hours week devoted mployee benefiteterre plans ccount, other (a) Name and address per (If not paid , and d fsatiod o position enter -0-) compensation allowances RAYMOND T. DALIO RESIDENT AND DIRECTOR ONE GLENDINNING PLACE WESTPORT, CT 06880 2.00 0. 0. 0. MATTHEW DALIO ICE PRESIDE AND DI R ECTO ONE GLENDINNING PLACE WESTPORT, CT 06880 1.00 0. 0. 0. DEVON DALIO ICE PRESIDE AND DI R ECTO ONE GLENDINNING PLACE WESTPORT, CT 06880 5.00 0. 0. 0. BARBARA DALIO DIRECTOR ONE GLENDINNING PLACE WESTPORT, CT 06880 25.00 0. 0. 0. 2 Compensation of five highest-paid employees (other than those included on line 1). If none, enter "NONE." (b) Title, and average contnbubonsto (e) Expense enefitt plans (a) Name and address of each employee paid more than $50,000 hours per week (c) Compensation employe account, other devoted to position compensationd allowances KEVIN ASHLEY - ONE GLENDINNING - SPECIAL PROJE CTS COORD INATOR PLACE, WESTPORT, CT 06880 50.00 197,885. 16,601. 0.

Total number of other employees paid over $50,000 ► I 0 Form 990-PF (2011)

123551 12-02-11 Form 990-PF (2011) DAL I O FOUNDATION, INC. 43-1965846 Page 7 Information About Officers , Directors, Trustees , Foundation Managers , Highly Part VIII Paid Employees , and Contractors (continued) 3 Five highest-paid independent contractors for professional services. If none, enter "NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation CASHMAN & KATZ, LLC

76 EASTERN BLVD , GLASTONBURY , CT 0 6 0 3 3 ACTIVITIES DESCRIBED IN PART IX-A 1242677. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE, NEW YORK, NY 10019 L EGAL SERVICES 51,804.

Total number of others receiving over $50,000 for professional services ► 0 Part IX-A Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the I Expenses number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. EE

2,424,297.

EE STATEMENT 4,411. 3

4

Part IX-B I Summary of Program-Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount 1 N/A

2

All other program-related investments. See instructions. 3

Total. Add lines 1 throu gh 3 ► 0. Form 990-PF (2011)

123561 12-02-11 Form 990-PF (2011) DAL I O FOUNDATION, INC. 43- 1965846 Page 8

Part X Minimum Investment Return (All domestic foundations must complete this part Foreign foundations, see instructions)

1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc , purposes: a Average monthly fair market value of securities la 0. b Average of monthly cash balances lb 34,184,576 . c Fair market value of all other assets 1c 219 , 8 7 3 , 635 . d Total (add lines la, b, and c) 1d 254 , 058 , 211. e Reduction claimed for blockage or other factors reported on lines la and iG (eiei ii detailed exjJieiiaiiuii) ie V . 2 Acquisition indebtedness applicable to line 1 assets 2 0 . 3 Subtract line 2 from line 1d 3 254 , 058 , 211. 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 3 , 810 , 873 5 Net value of noncharitable - use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 250 , 247 , 338 6 Minimum investment return . Enter 5% of line 5 6 12 , 512 , 367 Distributable Amount (see instructions) (Section 4942(j)(3) and (1)(5) private operating foundations and certain Part XI foreign organizations check here ► EJ and do not complete this part.) 1 Minimum investment return from Part X, line 6 1 12 , 512 , 367 2a Tax on investment income for 2011 from Part VI, line 5 2a 195,860. b Income tax for 2011 (This does not include the tax from Part VI.) 2b c Add lines 2a and 2b 2c 195 , 8 60 . 3 Distributable amount before adjustments. Subtract line 2c from line 1 3 12, 316 , 507 . 4 Recoveries of amounts treated as qualifying distributions 4 0 . 5 Addlines3and4 5 12, 316, 507. 6 Deduction from distributable amount (see instructions) 6 0 . 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 7 12, 316 , 507 . Part XII Qualifying Distributions (see instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 is 44,458,021. b Program-related investments - total from Part IX-B lb 0. 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions . Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 44,458,021. 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b 5 0. 6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 44,458,021. Note . The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Form 990-PF (2011)

123571 12-02-11 Form 990-PF (2011) DAL I O FOUNDATION, INC. 43-1965846 Page 9 Part XIII Undistributed Income (see instructions)

(a) (b) (c) (d) Corpus Years prior to 2010 2010 2011 1 Distributable amount for 2011 from Part XI, line 7 12,316,507. 2 Undistributed income , if any, as of the end of 2011 a Enter amount for 2010 only 0.

b Total for prior yeais. 0. 3 Excess distributions carryover, if any, to 2011: a From 2006 4,522, 640. bFrom2007 8,058,483. c From 2008 14,651, 382. dFrom2009 16 , 907, 945. eFrom2010 3,189,393. f Total of lines 3a through e 57,329,843. 4 Qualifying distributions for 2011 from Part XI 1, line 4: 44,458, 021. aApplied to 2010, but not more than line 2a 0. bApplied to undistributed income of prior years (Election required - see instructions) 0. c Treated as distributions out of corpus (Election required - see instructions) 0. dApplied to 2011 distributable amount 12,316,507.

e Remaining amount distributed out of corpus J 4, 1 Z 1, J 1 Z 5 Excess distributions carryover applied to 2011 0. 0. (if an amount appears in column (d), the same amount must be shown in column (a) ) 6 Enter the net total of each column as indicated below:

a Corpus Add lines 3f, 4c, and 4e Subtract line 5 89,471,357. b Prior years' undistributed income. Subtract line 4b from line 2b 0. c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed 0. d Subtract line 6c from line 6b. Taxable amount - see instructions 0. e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount - see instr. 0. f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2012 0. 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) 0. 8 Excess distributions carryover from 2006 not applied on line 5 or line 7 4,522,640. 9 Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a 84,948,717. 10 Analysis of line 9: a Excess from 2007 8,058,483. b Excess from 2008 4, 651,382. c Excess from 2009 16 907,945. d Excess from 2010 3, 189,393. e Excess from 2011 32 , 141,514. Form 990-PF (2011) 123581 12-02-11 Form 990-PF (2011) DAL I O FOUNDATION, INC. 43-1965846 Page 1 0 I Part XIV I Private operating Foundations (see instructions and Part VII-A, question 9) N/A 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2011, enter the date of the ruling ► b Check box to indicate whether the foundation is a private operating foundation described in section L-J 4942 ( l)(3) or 2 a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum ( a) 2011 (b ) 2010 (c ) 2009 (d) 2( (e) Total investment return from Part X for each year listed b 85% of iuie 2d i i i c Qualifying distributions from Part XI I, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c Complete 3a, b, or c for the alternative test relied upon. a "Assets ' alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942( I)(3)(B)(i) b "Endowment" alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c "Support" alternative test - enter: (1) Total support other than gross investment income ( interest, dividends, rents, payments on securities loans ( section 512(a)(5 )), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942( I)(3)(B)(m) (3) Largest amount of support from an exempt organization (4) Gross investment income Part XV Supplementary Information (Complete this part only if the foundation had $5 ,000 or more in assets at any time during the year-see instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) RAYMOND T. DALIO b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here ► LX if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructio ns) to individu a ls o r organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed:

b The form in which applications should be submitted and information and materials they should include:

c Any submission deadlines:

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors:

123601 12-02-11 Form 990-PF (2011) Form990 -PF 2011 ) DALIO FOUNDATION, INC. 43- 1965846 Page 11 Part XV Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Recipient If recipient is an individual, show any relationship to Foundation Purpose of grant or Amount Name and address (home or business) any foundation manager status of contribution or substantial contributor recipient a Paid during the year

SEE ATTACHED SCHEDULE 1 /A 01(C)(3) EE SCHEDULE 1

PUBLIC CHARITY 40 736 935,

THE WORLD COMMUNITY FOR CHRISTIAN UA S TATEMENT 13 S TATEMENT 13 MEDITATION

ST. MARK'S MYDDELTON SQUARE

LONDON, EC1R 1XX 391 975,

MINISTRY OF FOREIGN AFFAIRS OF THE /A TATEMENT 13 TATEMENT 13 PEOPLE'S REPUBLIC OF CHINA NO. 2 CHAOYANGMEN NANDAJIE

BEIJING , CHINA 100701 400 000,

Total ► 3a 41,528 910, b Approved for future payment

MARYMOUNT COLLEGE /A 01(C)(3) O SUPPORT THE 3080 PALOS VERDES EAST PUBLIC CHARITY "BUILDING FUTURES"

PANCHO PALOS VERDES, CA 90275 CAMPAIGN 1 , 800 , 000.

INNER-CITY FOUNDATION FOR CHARITY AND /A 01(C)(3) O SUPPORT

EDUCATION INC, PUBLIC CHARITY SCHOLARSHIPS FOR 4 238 JEWETT AVENUE DESERVING STUDENTS

BRIDGEPORT, CT 06606 ELECTED BY KOLBE

ATHEDRAL HIGH SCHOOL 98 , 616.

WORLD COMMUNITY FOR CHRISTIAN VA S TATEMENT 13 S TATEMENT 13 MEDITATION

ST. MARK'S MYDDELTON SQUARE

LONDON , UNITED KINGDOM EC1R 1XX 774 510, 2 ,973 426, Total SEE CONTINUATION SHEET(S) ► 3b 1 Form 990-PF (2011) 123611 12-02-11 DALIO FOUNDATION, INC. 43-1965846 Pa rt XV Supplementary Information 3 Grants and Contributions Approved for Future Payment (Continuation) Recipient If recipient is an individual, show any relationship to Foundation Purpose of grant or Amount Name and address (home or business) any foundation manager status of contribution or substantial contributor recipient

WHITNEY MUSEUM OF AMERICAN ART /A 01(C)(3) 0 SUPPORT GENERAL 945 MADISON AVE UBLIC CHARITY PERATIONS

NEW YORK W 10021 lu 0 000.

MARRAKECH INC /A 01(C)(3) O SUPPORT GENERAL 6 LUNAR DRIVE PUBLIC CHARITY PERATIONS WOODBRIDGE , CT 06525 1 , 000.

BRUCE MUSEUM, INC. /A 01(C)(3) O SUPPORT GENERAL ONE MUSEUM DRIVE PUBLIC CHARITY PERATIONS GREENWICH, CT 06830 2 , 500.

CAROLINE HOUSE /A O1(C)(3) 0 SUPPORT GENERAL 574 STILLMAN ST P UBLIC CHARITY FERATIGiv'S

BRIDGEPORT , CT 06608 20 , 000.

FRIENDS OF CARITAS CUBANAS /A 01(C)(3) 0 SUPPORT GENERAL 81 WASHINGTON AVENUE PUBLIC CHARITY PERATIONS

CAMBRIDGE , MA 02140 5 , 000.

GREENWICH GREEN & CLEAN /A 01(C)(3) 0 SUPPORT GENERAL 113 PEMBERWICK RD PUBLIC CHARITY PERATIONS

GREENWICH , CT 06831 10 , 000.

GREENWICH LAND TRUST /A 01(C)(3) 0 SUPPORT GENERAL 2 EAST SUITE D PUBLIC CHARITY PERATIONS

COS COB , CT 06807 10 , 000.

SECOND CONGREGATIONAL CHURCH /A 01(C)(3) O SUPPORT GENERAL 139 E PUTNAM AVE PUBLIC CHARITY PERATIONS GREENWICH, CT 06830 1 , 800.

GREENWICH LIBRARY /A 01(C)(3) O SUPPORT GENERAL 101 W PUTNAM AVE PUBLIC CHARITY PERATIONS GREENWICH, CT 06830 150 000.

Total from continuation sheets 300 300.

123635 08-03-11 Form 990-PF (2011) DAL I O FOUNDATION, INC. 43-19658 46 Page 12 Part XVI -A Analysis of Income - Producing Activities

Enter gross amounts unless otherwise indicated U nre la te d b usiness income E xcluded by section 512, 513 , or 514 (e)

1 Program service revenue code code "11VO1t u"'O a b c u e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 14 27. 4 Dividends and interest from securities 14 29,950. 5 Net rental income or (loss) from real estate: a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income 14 <1,520,299. > 8 Gain or (loss) from sales of assets other than inventory 18 11,311,478. 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue: a b c d e 12 Subtotal. Add columns (b), (d), and (e) 0. 91821 ,156. 1 0. 13 Total Add line 12, columns (b), (d), and (e) 13 9,821 ,156. (See worksheet in line 13 instructions to verity calculations.) Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

Line No. Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of y the foundation's exempt purposes (other than by providing funds for such purposes).

11 Form 990-PF (2011) DAL I O FOUNDATION, INC. 43-1965846 Page 13 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organlzatlons7 a Transfers from the reporting foundation to a noncharitable exempt organization of. (1) Cash la(1) X (2) Other assets 1a(2) X b Other transactions: (1) Sales of assets to a noncharitable exempt organization lb(1) X (2) Purchases of assets from a noncharltable exempt organization lb(2) X (3) Rental of facilities, equipment, or other assets 1b(3) X (4) Reimbursement arrangements 1b(4) X (5) Loans or loan guarantees lb(5) X (6) Performance of services or membership or solicitations lb(6) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees is 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 foundation. If the foundation received less than fair market value in any transaction or sharing arrange ment, show in column (d) the value of the goods, other assets, or services received.

2a Is the foundation 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 5279 El Yes OX No b If 'Yes, complete the following schedule. (a) Name of organization (b) Type of organization (c) Description of relationship N/A

Under penalt s of ury, I declare that I have examined this return , including accompanying schedules and statements , and to the best of my knowledge m ay th e IHS iscuss th is and belief, it i tru rrect, and complete Declaration of preparer (other than taxpayer ) is based on II information of which preparer has any knowledge return with the preparer Sign shown below (see mstr)? Here a ( DIRECTOR MX Yes El No Slgnat e o is r trustee Date Title Print/Type preparer's name Preparer's signature Date hec X I PTIN ARTHUR F. BELL, JR. , self- employed Paid CPA P00051770 Preparer Firm's name ► ARTHUR F. BELL, JR. & ASSOCIATES, L . L . C Firm's EIN ► 52-1471836 Use Only Flrm'saddress ► 201 INTERNATIONAL CIRCLE, SUITE 400 HUNT VALLEY, MD 21030 Phone no. (410)771- 0001 Form 990-PF (2011)

123622 12-02-11 Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990, 990-EZ, or 990-PF) ► Attach to Form 990, Form 990-EZ, or Form 990-PF. Department of the Treasury Interna l Revenue Service 2011 Name of the organization Employer identification number

DALIO FOUNDATION, INC. 43-1965846 Organization type (check one).

Filers of: Section:

Form 990 or 990-EZ 0 501 (c)( ) (enter number) organization

0 4947(a)(1) nonexempt charitable trust not treated as a private foundation

0 527 political organization

Form 990-PF EXI 501 (c)(3) exempt private foundation

El 4947(a)(1) nonexempt charitable trust treated as a private foundation

0 501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule. Note. Only a section 501 (c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule See Instructions

General Rule

For an organization filing Form 990, 990- EZ, or 990-PF that received , during the year, $5,000 or more (in money or property) from any one contributor Complete Parts I and II

Special Rules

El For a section 501 (c)(3) organization filing Form 990 or 990-EZ that met the 33 1 /3% support test of the regulations under sections 509(a)(1) and 170(b)( 1)(A)(vi) and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (I) Form 990 , Part VIII , line 1 h , or (ii) Form 990-EZ, line 1. Complete Parts I and II

El For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor , during the year, total contributions of more than $1,000 for use exclusively for religious, charitable , scientific, literary , or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and III

For a section 501 (c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor , during the year, contributions for use exclusively for religious , charitable, etc , purposes, but these contributions did not total to more than $ 1,000. If this box is checked , enter here the total contributions that were received during the year for an exclusively religious, charitable, etc , purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable , etc , contributions of $5,000 or more during the year. 1111. $

Caution . An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2, of its Form 990, or check the box on line H of Its Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF)

LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990-PF. Schedule B (Form 990, 990 -EZ, or 990-PF) (2011)

123451 01-23-12 Schedule B (Form 990, 990-EZ, or 990-PF Page 2 Name of organization Employer identification number

DALIO FOUNDATION, INC. 43-1965846

Part I Contributors (see instructions) Use duplicate copies of Part I if additional space is needed.

(a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution

1 RAxM MOND T. DAL I O Person LX Payroll ONE GLENDINNING PLACE $ 48,106,250. Noncash (Complete Part II if there WESTPORT, CT 0 6 8 8 0 is a noncash contribution )

(a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution DALIO 2004 FAMILY TRUST (MAIN) FBO 2 DEVON Person FRI Payroll ONE GLENDINNING PLACE $ 13,159 ,615 . Noncash 0 (Complete Part II if there WESTPORT, CT 0 6 8 8 0 is a noncash contribution)

(a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributi ons Type of contribution DALIO 2004 FAMILY TRUST (MAIN) FBO 3 PAUL Person FX7 Payroll ONE GLENDINNING PLACE $ 13,407,228. Noncash (Complete Part II if there WESTPORT, CT 0 6 8 8 0 is a noncash contribution )

(a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution DALIO 2004 FAMILY TRUST (MAIN) FBO 4 MATTHEW Person 0 Payroll ONE GLENDINNING PLACE $ 13,044,147. Noncash 0 (Complete Part II if there WESTPORT, CT 0 6 8 8 0 is a noncash contribution )

(a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution DALIO 2004 FAMILY TRUST (MAIN) FBO 5 MARK Person FRI Payroll 0 ONE GLENDINNING PLACE $ 13 ,044,147 . Noncash [ (Complete Part II if there WESTPORT, CT 0 6 8 8 0 is a noncash contribution)

(a) (b) (c) (d) No. Name , address, and ZIP + 4 Total contributions Type of contribution

Person 0 Payroll $ Noncash (Complete Part II if there is a noncash contribution ) 123452 01-23-12 aeueuuie a trurm aau, yyu-tL , ur aau-rr) tzu i if •DALIO•FOUNDATION, INC. 43-1965846

FORM 990 -PF INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS STATEMENT 1

SOURCE AMOUNT

INTEREST INCOME - JPM 27.

TOTAL TO FORM 990-PF, PAR I, LINE 3, LOLUYRN A 27.

FORM 990 -PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 2

CAPITAL GAINS COLUMN (A) SOURCE GROSS AMOUNT DIVIDENDS AMOUNT

DIVIDEND INCOME - JPM 262. 0. 262. INTEREST INCOME - BROKERAGE ACCOUNT 6,173. 0. 6,173. INTEREST INCOME THROUGH STIF II, LLC 22,994. 0. 22,994. INTEREST INCOME THROUGH STIF II, LLC - SE P 521. 0. 521.

TOTAL TO FM 990-PF, PART I, LN 4 29,950. 0. 29,950.

FORM 990 -PF OTHER INCOME STATEMENT 3

(A) (B) (C) REVENUE NET INVEST- ADJUSTED DESCRIPT ION PER BOOKS MENT INCOME NET INCOME

SEC 988 INVESTMENT INCOME THROUGH BROKERAG E ACCOUNT <1,520,2 99.> <1,520,299.>

TOTAL TO FORM 990-PF, PART I, LINE 11 <1,520,299.> <1,520,299.>

STATEMENT(S) 1, 2, 3 . DALI.O -FOUNDATION, INC. 43-1965846

FORM 990-PF LEGAL FEES STATEMENT 4

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

LEGAL FEES 69,343. U. 69,343.

TO FM 990-PF , PG 1, LN 16A 69,343 . 0. 69,343.

FORM 990-PF ACCOUNTING FEES STATEMENT 5

(A) (B) (C) (D) EXPENSES NET INVEST - ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

ACCOUNTING FEES 19,416 . 9,708 . 9,708.

TO FORM 990-PF, PG 1, LN 16B 19,416 . 9,708 . 9,708.

FORM 990-PF OTHER PROFESSIONAL FEES STATEMENT 6

(A) (B) (C) (D) EXPENSES NET INVEST - ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

BACK OFFICE SUPPORT FOR PROCESSING OF GRANTS 25,000 . 0. 25,000. INSURANCE CONSULTING 1,725 . 0. 1,725. PERSONNEL CONSULTING 2,000 . 0. 2,000.

TO FORM 990-PF, PG 1, LN 16C 28,725. 0 . 28.725.

STATEMENT(S) 4, 5, 6 DALIO•FOUNDATION, INC. 43-1965846

FORM 990-PF TAXES STATEMENT 7

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

FEDERAL ESTIMATED TAX PAYMENTS 255,000. 0. 0.

TO FORM 990-PF, PG 1, LN 18 255,000. 0. 0.

FORM 990-PF OTHER EXPENSES STATEMENT 8

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

BANK AND CHECK FEES 187. V. 187. CHARITABLE GIVING PROJECT - SEE SCHEDULE 2 2,424,297. 0. 2,424,297. INSURANCE 1,395. 0. 1,395. PAYROLL EXPENSES 13,056. 0. 13,056. INVESTMENT EXPENSES THROUGH STIF II, LLC 4,299. 4,299. 0. INVESTMENT EXPENSES THROUGH STIF II, LLC - SEP 188. 188. 0. INVESTMENT EXPENSES FROM BROKERAGE ACCOUNT 13,941. 13,941. 0. MISCELLANEOUS EXPENSES 254. 0. 254. ASSIST UNDERPRIVILEGED STUDENTS - SEE PART IX-A 4,411. 0. 4,411. POSTAGE 188. 0. 188. DUES AND SUBSCRIPTIONS 1,553. 0. 1,553.

TO FORM 990-PF, PG 1, LN 23 2,463,769. 18,428. 2,445,341.

FORM 990-PF OTHER INCREASES IN NET ASSETS OR FUND BALANCES STATEMENT 9

DESCRIPTION AMOUNT

UNREALIZED GAIN IN STIF II, LLC 2,143. UNREALIZED GAIN IN STIF II, LLC - SEP 50. UNREALIZED GAIN IN AW 1 13,513,677. UNREALIZED GAIN IN AW 2 16,095,867.

TOTAL TO FORM 990- PF, PART III, LINE 3 29,611,737.

STATEMENT(S) 7, 8, 9 DALIO• FOUNDATION, INC. 43-1965846

FORM 990-PF U.S. AND STATE/CITY GOVERNMENT OBLIGATIONS STATEMENT 10

U.S. OTHER FAIR MARKET DESCRIPTION GOV'T GOV'T BOOK VALUE VALUE

U.S. TREASURY BILLS X 8,221,918. 8,221,918.

TOTAL U.S. GOVERNMENT OBLIGATIONS 8,221,918. 8,221,918.

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS

TOTAL TO FORM 990-PF, PART II, LINE 10A 8,221,918. 8,221,918.

FORM 990-PF OTHER INVESTMENTS STATEMENT 11

VALUATION FAIR MARKET DESCRIPTION METHOD BOOK VALUE VALUE

STIF II, LLC FMV 19,204,501. 19,204,501. STIF II, LLC - SEP FMV 4,400,367. 4,400,367. AW 2 FMV 118,289,319. 118,289,319. AW 1 FMV 117,196,319. 117,196,319. BROKERAGE ACCOUNT FMV <3,776,294.> <3,776,294.>

TOTAL TO FORM 990-PF, PART II, LINE 13 255,314,212. 255,314,212.

FORM 990-PF LIST OF SUBSTANTIAL CONTRIBUTORS STATEMENT 12 PART VII-A, LINE 10

NAME OF CONTRIBUTOR ADDRESS

DALIO 2004 FAMILY TRUST (MAIN) FBO ONE GLENDINNING PLACE DEVON GREENWICH, CT 06880

DALIO 2004 FAMILY TRUST (MAIN) FBO ONE GLENDINNING PLACE PAUL GREENWICH, CT 06880

DALIO 2004 FAMILY TRUST (MAIN) FBO ONE GLENDINNING PLACE MATTHEW GREENWICH, CT 06880

DALIO 2004 FAMILY TRUST (MAIN) FBO ONE GLENDINNING PLACE MARK GREENWICH, CT 06880

STATEMENT (S) 10, 11, 12 •IYALI0•FOUNDATION, INC. 43-1965846

FORM 990-PF EXPENDITURE RESPONSIBILITY STATEMENT STATEMENT 13 PART VII-B, LINE 5C

GRANTEE'S NAME

THE WORLD l_ v i4VJVITY FOR CHRISTIAN MEDITATION

GRANTEE'S ADDRESS

ST. MARK'S MYDDELTON SQUARE LONDON, UNITED KINGDOM, EC1R 1XX

GRANT AMOUNT DATE OF GRANT AMOUNT EXPENDED

391,975. 10/18/11 439,296.

PURPOSE OF GRANT

TO FUND THE MEDITATIO OUTREACH PROGRAM OF THE WORLD COMMUNITY FOR CHRISTIAN MEDITATION, WHICH BRINGS MEDITATION AND ITS BENEFITS TO A WIDER PUBLIC AUDIENCE IN THE SECULAR AND INTER-RELIGIOUS WORLD.

*THE GRANT PROJECT WAS COMPLETED UNDER BUDGET. THERE WAS A GRANT CARRYOVER FROM 2010 OF $278,761. AN ADDITIONAL GRANT OF $391,975 WAS MADE IN 2011. $439,296 WAS SPENT IN THE CURRENT YEAR OF THE $670,736 THAT WAS AVAILABLE IN 2011. THE REMAINING BALANCE OF $231,440 WILL BE APPLIED TO A 2012 PROJECT WITH THE SAME GRANTEE, APPROVED UNDER A SEPERATE GRANT AGREEMENT LETTER.

DATES OF REPORTS BY GRANTEE

3/2011, 3/2011, 4/2011, 7/2011, 9/2011, 10/2011, 3/2012

RESULTS OF VERIFICATION

DALIO FOUNDATION REVIEWED THE GRANT REPORT UPON RECEIPT. THERE HAS NOT BEEN ANY REASON TO DOUBT THEIR ACCURACY OR RELIABILITY (REG. 53.4945-5(C)) REQUIRING THE FOUNDATION TO UNDERTAKE ANY VERIFICATION OF THE GRANTEE'S REPORTS. HOWEVER, THE SPECIAL PROJECTS COORDINATOR DID MAKE A SITE VISIT TO THE WCCM OFFICES ON 3/27/11 TO SEE FIRST HAND HOW THE FUNDS HAVE BEEN USED, MEET WCCM STAFF AND SEE THE PROGRESS OF PROJECTS FUNDED BY THE GRANTS.

STATEMENT(S) 13 DALIO -FOUNDATION, INC. 43-1965846

GRANTEE'S NAME

MINISTRY OF FOREIGN AFFAIRS OF THE PEOPLE'S REPUBLIC OF CHINA

GRANTEE'S ADDRESS

NO. 2 CHAOYANGMEN NANDAJIE BEIJING, CHINA, 100 701

GRANT AMOUNT DATE OF GRANT AMOUNT EXPENDED

400,000. 01/11/11 0.

PURPOSE OF GRANT

TO SUPPORT THE POVERTY ALLEVIATION PROGRAM TO BE CARRIED OUT BY THE MINISTRY OF FOREIGN AFFAIRS IN JINPING AND MALIPO COUNTIES OF YUNNAN PROVINCE, CHINA.

*THIS AMOUNT IS EXPECTED TO BE SPENT IN 2012 & 2013.

DATES OF REPORTS BY GRANTEE

04/19/12

RESULTS OF VERIFICATION

THE DALIO FOUNDATION REVIEWED THE GRANT REPORTS UPON RECEIPT. THERE HAS NOT BEEN ANY REASON TO DOUBT THEIR ACCURACY OR RELIABILITY (REG. 53.4945-5(C)), REQUIRING THE FOUNDATION TO UNDERTAKE ANY VERIFICATION OF THE GRANTEE'S REPORTS. HOWEVER, A CHINESE NATIONAL LIVING IN CHINA DID MAKE A SITE VISIT ON BEHALF OF THE FOUNDATION ON 3/7/12 TO SEE HOW ANY FUNDS HAVE BEEN USED, TO MEET THE STAFF AND SEE THE PROGRESS OF PROJECTS FUNDED BY THE GRANTS.

STATEMENT(S) 13 • DALI.O -FOUNDATION, INC. 43-1965846

FORM 990-PF SUMMARY OF DIRECT CHARITABLE ACTIVITIES STATEMENT 14

ACTIVITY TWO

IN ADDITION TO THE ABOVE EXPENSES, EXPENDITURES WERE ALSO MADE IN SUPPORT OF THE CURRENT OR PRE - EXISTING GRANTS MADE BY THE FOUNDATION TO VARIOUS CHARITABLE ORGANIZATION S TO ENHANCE THE OUTCOMES OF THOSE PROGRAMS.

EXPENSES

TO FORM 990-PF, PART IX-A, LINE 2 4,411.

STATEMENT(S) 14 Dotlo Foundation, Inc. EIN 43-1965646 Calendar Year End 12/31/11 Fern. 990 PF Pan XV3a Schedule 1

Orgaiuotwn Strew Address city state Zip Tax Status 1 Tax Stems 2 Armmt Purpos. or donation A Better Chance of Wilton, Inc PO Box 7658 Wilton CT 06897 501(c)(3) 509(a)(1) 5,000 00 To support general operations To support programs in Connecticut. Accion International 56 Roland St Ste 300 Charlestown MA 02129 501(c)(3) 509(a)(1) 50000000 New York and New Jersey All,ance'or Cancer Gene Therapy, IOC 96C„mm,ngsPontRoad Stamford 06902 501(c)(3) 09(a)(1) 00 To support generaloperations Alumni Fund Assoc of Yale University 157 Church St New Haven CT 06510 501 (c)(3) 509(a)(1) 1 1,000 00 To support general operations To support the 5th Annual Alzheimer's Drug Discovery Foundation 57 West 57 St, Suite 904 New York NY 10019 501(c)(3) 509(a)(1) 50,000 00 Connoisseurs Dinner Alzheimer's Drug Discovery Foundation 57 West 57 St, Suite 904 New York NY 10019 501(c)(3) 509(a)(1) 15,000 00 To support general operations Alzhelmefs Foundation of America 322 8th Avenue, 7th Floor New York NY 10001 501(c)(3) 509(a)(1) 1,000 00 To support general operations American Behcets Disease Assoc Inc PO Box 80576 Rochester MI 48308 501(c)(3) 509(a)(1) 3,000 00 To support general operations American Cancer Society Inc 38 Richards Ave Norwalk CT 06854 501 (c)(3) 509(a)(1) 2,000 00 To support general operations American Diabetes Association, Inc 1701 N Beauregard St Alexandria VA 22311 501(c)(3) 509(a)(1) 1,000 00 To support general operations American India Foundation 216 E 45th Street, 7th Floor New York NY 10022 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support the Dallo Scientific Sea American Museum NH 79th St & Central Park W New York NY 10024 501(c)(3) 509(a)(1) 1,000,000 00 Expedition Fund American Museum NH 79th St & Central Park W New York NY 10024 501(c)(3) 509(a)(1) 15,000 00 To support general operations American Museum of Fly Fishing 4104 Main Street, PO Box 42 Manchester VT 05254 501(c)(3) 509(a)(1) 10,000 00 To support general operations To support Tsunami and earthquake American National Red Cross 2025 E St Washington DC 20006 501(c)(3) 509(a)(1) 20,00000 relief in Japan American National Red Cross 2025 E St Washington DC 20006 501(c)(3) 509(a)(1) 15,000 00 To support general operations American Red Cross Greenwich 99 Indian Field Road Greenwich CT 06830 501(c)(3) 509(a)(1) 5,000 00 To support general operations Chapter To the purchase of a Rescue Amogerone VFC PO Box 121 Greenwich CT 06836 501(c)(3) 509(a)(1) 207,034 00 support gag Inc PO Box 578 Archer City TX 76351 501(c)(3) 509(a)(i) 5,000 00 To support general operations Aquinas Academy 2,308 W Hardies Rd Gibsonia PA 15044 501(c)(3) 509(a)(1) 25,000 00 To support general operations ASPCA 520 8th Ave FI 7 New York NY 10128 501(c)(3) 509(a)(1) 1,000 00 To support general operations Aspen Country Day School Inc 3 Music School Rd Aspen CO 81611 501(c)(3) 509(a)(1) 1,000 00 To support general operations Assoc for Children with Down 4 Fern PI Plainview NY 11803 501 (c)(3) 509(a)(2) 1,000 00 To support general operations Syndrome Association of Graduates of The United 698 Mills Road, Herbert Hall West Point NY 10996 501(c)(3) 509(a)(1) 50,000 00 To support general operations States Military Academy Asylum Access 39 Drumm St 4th Fir San Francisco CA 94111 501(c)(3) 509(a)(1) 1,000 00 To support general operations Aurora Charter School 2520 Minnehaha Avenue Minneapolis MN 55404 501(c)(3) 509(a)(1) 25,000 00 To support the Preschool Program Backcountry Concerts, Inc 15 East Putnam Avenue # 397 Greenwich CT 06830 501(c)(3) 509(a)(2) 5,000 00 To support general operations 221 Wnslow Way West #103, PO To support the Hilltop Acquisition Bainbridge Island Land Trust Bainbridge Island WA 98110 501(c)(3) 509(a)(1) 250,000 00 Box 10144 Campaign Ballet Hispanico of New York 167 West 89th Street New York NY 10024 501(c)(3) 509(a)(1) 30,000 00 To support general operations Baltimore Community Foundation, Inc 2 E Read St, 9th Fir Baltimore MD 21202 501(c)(3) 509(a)(1) 50,000 00 To support general operations New Beginnings Family Academy, Inc 184 Garden Street, Suite 110 Bridgeport CT 06605 501 (c)(3) 509(a)(1) 100,000 00 To support the after school programs Bike Across America 860 Canal Street, Suite 3 Stamford CT 06902 501(c)(3) 509(a)(1) 11,750 00 To support general operations Bonefish & Tarpon Unlimited 7 Sunrise Coy Key Largo FL 33037 501(c)(3) 509(a)(1) 6,000 00 To support general operations Boothbay Region Student Aid Fund PO Box 293 Boothbay Hbr ME 04538 501(c)(3) 509(a)(1) 1,000 00 To support general operations BostonGlves. Inc 24 Federal St, 8th Floor Boston MA 02110 501(c)(3) 509(a)(1) 25,000 00 To support general operations Boy Scouts of America, Greater NY 350 Fifth Avenue, Suite 430 New York NY 0008- 501 (c)(3) 509(a)(1) 100,000 00 To support general operations Boys & Girls Club of New Rochelle Inc 79 Seventh St Greenwich CT 06830 501(c)(3) 509(a)(1) 35,000 00 To support general operations 1295 Boylston St Suite 320, Room To support Native American Brazelton Touchpoints Project, Inc Boston MA 02215 501(c)(3) 509(a)(1) 25,000 00 320 Programs Breast Cancer Alliance, Inc 48 Maple Ave Greenwich CT 06830 501 (c)(3) 509(a)(1) 1,00000 To support general operations Breast Cancer Research Foundation Inc 60 East 56th Street, 8th Floor New York NY 10022 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support the Home Library Brookside Elementary School 382 Highland Avenue Norwalk CT 06854 501(c)(3) School 10,92000 Program To support the Committee of Honor Bruce Museum, Inc One Museum Drive Greenwich CT 06830 501(c)(3) 509(a)(1) 3,000 00 for the Cindy Sherman show To support the "Drawings by Bruce Museum, Inc One Museum Drive Greenwich CT 06830 501(c)(3) 509(a)(1) 5,00000 Rembrandt' Exhibit Bruce Museum, Inc One Museum Drive Greenwich CT 06830 501(c)(3) 509(a)(1) 101,000 00 To support general operations Brunswick School, Inc 100 Maher Avenue Greenwich CT 06830 501(c)(3) 509(a)(1) 1,000 00 To support general operations Buckley School in the City of New York 113 E 73rd St New York NY 10021 501(c)(3) 509(a)(1) 1,00000 To support general operations Call-A-Ride 37 Lafayette Place Greenwich CT 06830 501(c)(3) 509(a)(1) 2,000 00 To support general operations Calvary Fund, Inc 1740 Eastchester Rd Bronx NY 10461 501(c)(3) 509(a)(1) 2,000 00 To support general operations Camp Avoda, Inc 23 Gibbs Rd, Ste 311 Middleboro MA 02346 501(c)(3) 509(a)(2) 5,000 00 To support general operations Canine Companions for Independence PO Box 446 Santa Rosa CA 95402 501 (c)(3) 509(a)(1) 1,000 00 To support general operations Canine Therapy Corps 1700 W Irving Park Rd, Ste 311 Chicago IL 60613 501(c)(3) 509(a)(1) 1,000 00 To support general operations Careers through Culinary Arts Program 250 West 57th St, Suite 2015 New York NY 10107 501(c)(3) 509(a)(1) 10,000 00 To support general operations To support the Assistant to the Carver Foundation of Norwalk. Inc 7 Academy Street Norwalk CT 06850 501(c)(3) 509(a)(1) 80 89900 Executive Director's position To support the Summer Camp Carver Foundation of Norwalk, Inc 7 Academy Street Norwalk CT 06850 501(c)(3) 509(a)(1) 10.00000 Challenge support the Youth Development Carver Foundation of Norwalk, Inc 7 Academy Street Norwalk CT 06850 501(c)(3) 509(a)(1) 171,125 00 To Program Carver Foundation of Norwalk. Inc 7 Academy Street Norwalk CT 06850 501(c)(3) 509(a)(1) 2,340 00 To support general operations Casey Cares Foundation 3918 Vero Rd Baltimore MD 21227 501(c)(3) 509(a)(1) 1,000 00 To support general operations Celiac Disease Foundation 13251 Ventura Blvd, Ste 1 Studio City CA 91604 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support the TM Bipolar Research Center for Environmental Therapeutics 337 W 20th ST APT 4M New York NY 10011 501 (c)(3) 509(a)(1) 252,20000 Study Book Project Central Park Conservancy. Inc 14 East 60th Street, 8th Floor New York NY 10022 501(c)(3) 509(a)(1) 25.000 00 To support general operations

Page 1 or 6 O'gar aahon Street Adtlress City State Zip To Stems 1 Tax Status 2 Amount Purpose of donation Charlottesville Area Community PO Box 1767 Charlottesville VA 22902 501(c)(3) 509(a)(1) 450,000 00 To support general operations Foundation Crane Care Foundation, Inc 1 Monnngside Drive North Westport CT 06881 501(c)(3) 509(a)(1) 296,760 46 To support general operations China Care Foundation. Inc 1 Momingside Drive North Westport CT 06881 501(c)(3) 509(a)(1) 105,300 00 To support general operations China Little Flower PO Box 1235 Kearney NE 68848 501(c)(3) 509(a)(1) 5,000 00 To support general operations Chrysalis Center 1853 Lincoln Blvd Santa Monica CA 90404 501(c)(3) 509(a)(1) 10,000 00 To support general operations Church of Our Lady of the Rosary 22 Don Bosco Place Port Chester NY 10573 501(c)(3) Church 20,000 00 To support the Soup Kitchen City Meals-on-Wheels 355 Lexington Avenue, 3rd Fir New York NY X37 501 (c)(3) 509(a)(1) 1,000 00 To support general operations

City Parks Foundation 830 Fifth Avenue New York NY 1OD1 ^ 501(c)(3) 509(a)(1) 5.000 00 To support general operations City Rescue Mission 426 McDuff Ave S Jacksonville FL 32254 501(c)(3) 509(a)(1) 10,000 00 To support general operations Clear Fund 320 7 Avenue #232 Brooklyn NY 11215 501(c)(3) 509(a)(1) 25,000 00 To support general operations Colorado Coalition of Land Trusts 1245 East Colfax Ave, Ste 203 Denver CO 80218 501(c)(3) 509(a)(1) 2,500 00 To support general operations Community Answers 101 West Putnam Ave Greenwich CT 06830 501(c)(3) 509(a)(1) 500 00 To support general operations Congressional Hispanic Caucus Inst Inc 911 2nd Street NE Washington DC 20002 501(c)(3) 509(a)(1) 25,000 00 To support general operations Connecticut Food Bank Inc PO Box 8686 East Haven CT 06512 501(c)(3) 509(a)(1) 10 ,000 00 To support general operations To support the endowment of the Cooper Union 30 Cooper Square, 8th Floor New York NY 10003 501(c)(3) 509(a)(1) 50.000 00 George Campbell Jr Annual Exhibition support Father Raneras's work in Coprodeli USA 711 W Monroe St Chicago IL 60661 501(c)(3) 509(a)(1) 1,00000 To Peru Cradles to Crayons Inc 155 North Beacon Street Brighton MA 02135 501(c)(3) 509(a)(1) 5,000 00 To support general operations Crossroads at Antigua Foundation 41 Madison Ave Fl 34 New York NY 10010 501(c)(3) 509(a)(2) 100,000 00 To support general operations Ctr for Women and Families of E 753 Fairfield Ave Bridgeport CT 06604 501(c)(3) 509(a)(2) 2,000 00 To support general operations Fairfield Cuban Artists Fund, Inc 41 Union Square West, 6th Floor New York NY 10003 501(c)(3) 509(a)(1) 10,000 00 To support general operations Culinary Institute of Amenca 1946 Campus Dr Hyde Park NY 12538 501(c)(3) 509(a)(1) 10,000 00 To support general operations Cystic Fibrosis Foundation Headquarters 6931 Arlington Rd Ste 200 Bethesda MD 20814 501(c)(3) 509(a)(1) 1,000 00 To support general operations

Dana-Farber Cancer Institute, Inc 44 Binney St, Ste BP600 Boston MA 02115 501(c)(3) 509(a)(1) 5,000 00 To support general operations 10031- Dance Theatre of Harlem. Inc 466 West 152 Street Nev York NY 501(c)(3) 509(a)(1) 1,000 00 To support general operations 1814 Daniel Foundation, Inc 4203 Southpoint Blvd Jacksonville FL 32216 501(c)(3) 509(a )(3) Type I 10,000 00 To support general operations Daughters of Chanty Rescue Mission 1490 North Avenue Bridgeport CT 06604 501(c)(3) 509(a)(1) 1,000 00 To support general operations David Lynch Fdn for Consciousness- 509(a )( 3) under 1000 North Fourth Street Fairfield IA 52557 501(c)(3) 3,341.000 00 To support general operations Based 170(b)(1)(A)(wii) DEA Survivors Benefit Fund 75 Spring St SW, Ste 800 Atlanta GA 30303 501(c)(3) 509(a)(1) 2,500 00 To support general operations 60654- Depression & Bipolar Support Alliance 730 N Franklin Street. Ste 501 Chicago IL 501(c)(3) 509(a)(1) 1,000 00 To support general operations 7225 Deseret International Foundation 1282 E Cambridge Court Provo UT 84604 501(c)(3) 509(a)(1) 5,000 00 To support general operations Doctors Without Borders USA Inc 333 7th Ave Fl 2 New York NY 10001 501(c)(3) 509(a)(1) 1,000 00 To support general operations Donkor Tennis and Education 2354 123rd PI E Pamsh FL 34219 501(c)(3) 509(a)(1) 1,000 00 To support general operations Foundation Dripping Springs Vocational AG PO Box 1008 Dripping Springs TX 78620 501(c)(3) 509(a)(1) 5,000 00 To support general operations Boosters 38120- Ducks Unlimited One Waterfowl Way Memphis TN 501(c)(3) 509(a)(1) 200,000 00 To support general operations 2351 Eagle Hill Foundation, Inc 45 Glenville Road Greenwich CT 06831 501(c)(3) 509(a)(1) 1,000 00 To support general operations Westhampton 11978- East End Hospice 1111 Riverhead Rd, PO Box 1048 NY 501(c)(3) 509(a)(1) 1,000 00 To support general operations Beach 7048 Educational Broadcasting Corp 825 Eight Avenue New York NY 10019 501(c)(3) 509(a)(1) 100,000 00 To support general operations Eglevsky Ballet Co of Long Island, Inc 999 Hemcks Road New Hyde Park NY 11040 501(c)(3) 509(a)(1) 25,000 00 To support general operations Elizabeth Seton Foundation PO Box 7 Belmont MA 02478 501(c)(3) 509(a)(1) 5,000 00 To support general operations Fabretto Children's Foundation 3124 North 10th Street Arlington VA 22201 501(c)(3) 509(a)(1) 10,000 00 To support general operations Fairfield County Community Foundation 383 Main Avenue Norwalk CT 06851 501(c)(3) 509(a)(1) 10,000 00 To support general operations

Fairfield County Community Foundation 383 Main Avenue Norwalk CT 06851 501(c)(3) 509(a)(1) 100,000 00 To support the Higher Ground Fund Family Centers, Inc 40 Arch Street, PO Box 7550 Greenwich CT 06830 501(c)(3) 509(a)(1) 10,000 00 To support general operations FERMI 4608 McAlpine Farm Rd Charlotte NC 28226 501(c)(3) 509(a)(1) 20,000 00 To support general operations Fibrolamellar Cancer Foundation 20 Horseneck Lane Greenwich CT 06830 501(c)(3) 509(a)(1) 1,000 00 To support general operations Fidelity Investments Charitable Gift Fund PO Box 770001 Cincinnati OH 45277 501(c)(3) 509(a)(1) 5,000 00 To support general operations Fisher House Foundation Inc 111 Roclenlle Pike, Ste 420 Rockville MD 20850 501(c)(3) 509(a)(1) 1,000 00 To support general operations Type III 33802 509(a)(3) Florida Methodist Foundation Inc PO Box 3549 Lakeland FL 3549 501(c)(3) Functionally 1,000 00 To support general operations Integrated Fnd for Ed & Research on Mental To support Dr Goodwin's on-going 131 St Andrews Rd Severna Park MD 21146 501(c)(3) 509(a)(1) 120,000 00 Illness work on bi-polar research Fnd for Individual Rights in Education 170 S Independence Mall W, #510 Philadelphia PA 19106 501(c)(3) 509(a)(1) 10,000 00 To support general operations Food Bank for NYC 39 Broadway, 10th Floor New York NY 10006 501(c)(3) 509(a)(1) 50,000 00 To support general operations Park Avenue South, 2nd Floor To support endowing the Foreign Foreign Policy Association. Inc 470 New York NY 10016 501(c)(3) 509(a)(1) 150.00000 North Policy Association Lecture Senes To support the 2011 Benefit & Art Friends of Cantas Cubans Corporation 81 Washington Avenue Cambridge MA 02140 501(c)(3) 509(a)(1) 10,672 00 Auction Friends of Cantas Cubana Corporation 81 Washington Avenue Cambridge MA 02140 501(c)(3) 509(a)(1) 9,300 00 To support general operations Friends of Nathaniel Wetherell, Inc 70 Parsonage Road Greenwich CT 06830 501(c)(3) 509(a)(1) 10,000 00 To support general operations Friends of the Audubon CU in Greewich 613 Riverswlle Road Greenwich CT 06831 501(c)(3) 509(a)(1) 25,000 00 To support general operations To support the New Levitt Pavilion Friends of the Levitt Pavilion, Inc 260 South Compo Road Westport CT 06880 501(c)(3) 509(a)(1) 50 ,DDO for the Performing Arts Game Conservancy USA 340 West Putnam Avenue Greenwich CT 06830 501(c)(3) 509(a)(1) 1,000 00 To support general operations Garden Ed Ctr of Greenwich, Inc 130 Bible Street, PO Box 1600 Cos Cob CT 06807 501 (c)(3) 509(a)(2) 5.000 00 To support general operations Global Partnership for PO Box 1237 New York NY 10276 501(c)(3) 509(a)(1) 10,000 00 To support general operations Grace Community Church of New 365 Luke's Wood Road New Canaan CT 06840 501(c)(3) 509(a)(1) 40,000 00 To support general operations Canaan Inc Grameen America, Inc 1460 Broadway, 10th Fir New York NY 10036 501(c)(3) 509(a)(1) 110,000 00 To support general operations Grameen Research, Inc 500 W Cummings Park, Ste 5200 Woburn MA 01801 501(c)(3) 509(a)(1) 30,000 00 To support general operations Greater Chicago Food Depository 4100 W Ann Lune PI Chicago IL 60632 501(c)(3) 509(a)(1) 25,000 00 To support general operations

Poge 2 d6 Orgaivatan Sheet Addres city std. Lp T- St tus 1 Tax Status 2 Anw nt Purpose of donatwn Greens Farms Academy Inc 35 Beachside Ave, PO Box 998 Green Farms CT 06838 501(c)(3) 509(a)(1) 10 000 00 To support general operations Greenwich Adult Day Care, Inc 125 River Road Extension Cos Cob CT 06807 501 (c)(3) 509(a)(1) 300 00 To support general operations Greenwich ARC. Inc 50 Glenville Street Greenwich CT 06831 501(c)(3) 509(a)(1) 1,000 00 To support general operations Greenwich Boys & Girls Club Assoc Inc 4 Horseneck Lane Greenwich CT 06830 501 (c)(3) 509(a)(2) 16,000 00 To support general operations Greenwich Council Boy Scouts of To support the Scout Reach 63 Mason St Greenwich CT 06830 501(c)(3) 509(a)(1) 80 000 00 Amenca Program Greenwich Council Boy Scouts of 63 Mason St Greerrxmch CT 06830 501(c)(3) 509(a)(1) 20,000 00 To support general operations America To support students Greenwich Country Day School, Inc PO Box 623 Greerrmch CT 06836 501(c)(3) 509(a)(1) 35.000 DO 3 deserving selected by Saint Luke's Greenwich Country Day School, Inc PO Box 623 Greenwich CT 06836 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support the 2011 Hanging Basket Greenwich Green & Clean Inc 113 Pemberwick Rd Greenwich CT 06831 501(c)(3) 509(a)(1) 1 ,00000 Program Greenwich Green & Clean Inc 113 Pembenwck Rd Greenwich CT 06831 501(c)(3) 509(a)(1) 1,000 00 To support general operations Greenwich Historical Society, Inc 39 Stncktand Road Cos Cob CT 06807 501 (c)(3) 509(a)(2) 1,000 00 To support general operations Greenwich Point Conservancy, Inc P O Box 377 Greenwich CT 06870 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support the preservation of Greenwich Preservation Trust, Inc PO Box 4719 Greenwich CT 06831 501(c)(3) 509(a)(1) 5,00000 the Thomas Lyon House Greenwich Riding & Trails Assoc PO Box 1403 Greenwich CT 06836 501(c)(3) 509(a)(2) 500 00 To support general operations Greenwich Symphony Orchestra, Inc PO Box 35 Greenwich CT 06836 501(c)(3) 509(a)(2) 10,000 00 To support general operations Greenwich Tree Coservancy PO Box 4215 Greenwich CT 06831 501(c)(3) 509(a)(1) 5.000 00 To support general operations Habitat for Humanity of Coastal Fairfield 1470 Barnum Ave Bridgeport CT 06610 501(c)(3) 509(a)(1) 10,000 00 To support general operations Half the Sky Foundation 715 Hearst Avenue, Ste 200 Berkeley CA 94710 501(c)(3) 509(a)(1) 30,000 00 To support general operations HealthCorps. Inc 191 7th Avenue #2-N New York NY 10011 501(c)(3) 509(a)(1) 255,000 00 To support general operations Healthreach Community Clinic PO Box 1265 Mooresville NC 28115 501(c)(3) 509(a)(1) 250,000 00 To support general operations Hill House. Inc 10 Riverside Ave Riverside CT 06878 501(c)(3) 509(a)(2) 1,000 00 To support general operations Hippodrome Foundation, Inc 416 West Baltimore Street Baltimore MD 21201 501(c)(3) 509(a)(1) 5,000 00 To support general operations Homes for Our Troops, Inc 6 Main St Taunton MA 02780 501(c)(3) 509(a)(1) 10,000 00 To support general operations Hope for Haiti, Inc 1021 5th Avenue North Naples FL 34102 501(c)(3) 509(a)(1) 65,000 00 To support general operations Montgomery Humane Society of the United States PO Box 87598 MD 20866 501(c)(3) 509(a)(1) 1,000 00 To support general operations Village Ideo org 106 Forest Avenue Palo Alto CA 94301 501(c)(3) 500(0)(1) 5 , 000 00 To Support general operations Immaculate Conception Church 754 East Gun Hill Road Bronx NY 10467 501(c)(3) Church 1,000 00 To support general operations Incentive Mentonng Program PO Box 1584 Baltimore MD 21203 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support scholarships for 4 Inner-City Foundation for Chanty & Edu 238 Jewett Ave Bridgeport CT 06606 501 (c)(3) 509(a)(1) 32,872 00 deserving students selected by Kolbe Cathedral High School To support 9 students in the Mother Inner-City Foundation for Chanty & Edu 238 Jewett Ave Bridgeport CT 06606 501 (c)(3) 509(a)(1) 51,300 00 & Child Literacy Program Inner-City Foundation for Chanty & Edu 238 Jewett Ave Bridgeport CT 06606 501 (c)(3) 509(a)(1) 6,000 00 To support general operations Institute for Americas Future 1825 K St NW Ste 400 Washington DC 20006 501(c)(3) 509(a)(1) 5,000 00 To support general operations Interfaith Hsing Ass of Westport & 49 Richmondwlle Ave, Suite 112 Westport CT 06880 501(c)(3) 509(a)(1) 5, 000 00 To support general operations Weston ISLES 10 Wood St Trenton NJ 08618 501(c)(3) 509(a)(1) 100,000 00 To support general operations 10023- To support artistic programs Jazz at Lincoln 33 West 60th St New York NY 501(c)(3) 509(a)(1) 1,000,000 00 as 7999 determined by the Artistic Director Jazz at Lincoln 33 West 60th St New York NY 10023- 501(c)(3) 509(a)(1) 25 ,000 00 To support general operations 7999 Jazz Foundation of America, Inc 322 West 48th Street, 6th Floor New York NY 10036 501(c)(3) 509(a)(1) 10,000 00 To support general operations JDRF 26 Broadway, 14th Fir New York NY 10004 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support program areas Johns Hopkins 1101 East 33rd Street Ste C020 Baltimore MD 21218 501(c)(3) 509(a)(1) 2,000,000 00 as determined by Dr DePaulo Johns Hopkins University 1101 East 33rd Street Ste C020 Baltimore MD 21218 501(c)(3) 509(a)(1) 10,000 00 To support general operations Jose Limon Dance Foundation, Inc 307 W 38th Street, Ste 1105 New York NY 10018 501(c)(3) 509(a)(2) 1,000 00 To support general operations Just Give 312 Sutter Street Suite 410 San Francisco CA 94108 501(c)(3) 509(a)(1) 101,145 00 To support general operations To support Chanty Choice program Just Give 312 Sutter Street Suite 410 San Francisco CA 94108 501(c)(3) 509(a)(1) 16,802 50 expenses and gifts to chanties To support gifts to chanties under the Just Give 312 Sutter Street Suite 410 San Francisco CA 94108 501(c)(3) 509(a)(1) 455,224 00 Chanty Choice program To support Chanty Choice program Just Give 312 Sutter Street Suite 410 San Francisco CA 94108 501(c)(3) 509(a)(1) 1 , 50000 expenses Just World International, Inc 11924 W Forest Hill Blvd Ste 22-396 Wellington FL 33414 501(c)(3) 509(a)(1) 1,000 00 To support general operations

Juvenile Diabetes Research Foundation 26 Broadway , 14th Fir New York NY 10004 501(c)(3) 509(a)(1) 250 00 To support general operations 602 S BethlehemPike , Bldg D. PO Kelly Anne Dolan Memorial Fund Ambler PA 19002 501(c)(3) 509(a)(1) 5,000 00 To support general operations Box 556 Kid Rock Foundation P 0 Box 1230 Clarkston MI 48347 501(c)(3) 509(a)(1) 5,000 00 To support general operations Kids in Crisis , Inc One Salem SL Cos Cob CT 06807 501(c)(3) 509(a)(1) 1,500 00 To support general operations

Laurie Mitchell Employment Center, Inc 6295 Edsall Rd, Room 175 Alexandna VA 22312 501(c)(3) 509(a)(1) 20,000 00 To support general operations

Lead The Way Fund Inc 390 Plandome Rd. Ste 221 Manhasset NY 11030 501(c)(3) 509(a)(1) 250,000 00 To support general operations To support the Let There Be Lights Let There Be Lights, Inc 45 East Putnam Ave, Suite 121 Greenwich CT 06830 501(c)(3) 509(a)(1) 4,50000 Holiday Lighting Program Literacy Volunteers of America 141 Franklin Street Stamford CT 06901 501(c)(3) 509(a)(1) 5,000 00 To support general operations To support Connecticut Prevention Love146 Inc 132 Temple St, 2nd Fir New Haven CT 06517 501(c)(3) 509(a)(1) 10 000 00 and Aftercare programs Love146Inc 132 Temple St, 2nd Fir New Haven CT 06517 501(c)(3) 509(a)(1) 30,000 00 To support general operations Make A Wish America Foundation 3550 N Central Ave, Ste 300 Phoenix AZ 85012 501(c)(3) 509(a)(1) 1,000 00 To support general operations Malta House Inc 5 Prowitt Street Norwalk CT 06855 501(c)(3) 509(a)(1) 25,000 00 To support general operations Manic Depressive Illness Fdn 2745 Brandywine St, NW Washington DC 20008 501(c)(3) 509(a)(1) 10,000 00 To support general operations March of Dimes Foundation 1275 Mamaroneck Ave White Plans NY 10605 501(c)(3) 509(a)(1) 10.000 00 To support general operations Mano Batah Foundation 45 E 20th St. 3rd Fir New York NY 10003 501(c)(3) 509(a)(1) 20,000 00 To support general operations Maryland SPCA of Baltimore. Inc 3300 Falls Rd Baltimore MD 21211 501(c)(3) 509(a)(1) 5,000 00 To support general operations Marymount College Palos Verdes To support the "Building Futures" 30800 Palos Verdes Drive E Palos Verdes CA 90275 501(c)(3) 509(a)(1) 200,000 00 California Campaign Marymount College Palos Verdes 30800 Palos Verdes Drive E Palos Verdes CA 90275 501(c)(3) 509(a)(1) 50,000 00 To support general operations California

Page 3of6 Orparcatkn Str-t Addros City State bp Tax Status 1 Tax Status 2 Amamt Purpose of dorutwn

Meats-on-Wheels. Inc of Greenwich. CT 89 Maple Avenue Greenwich CT 06830 501 (c)(3) 509(a)(2) 5,000 00 To support general operations

Memorial Sloan-Kettering Cancer Center 1275 York Ave New York NY 10021 501(c)(3) 509(a)(1) 6,500 00 To support general operations

Mercy Learning Center of Bridgeport Inc 637 Park Ave Bridgeport CT 06604 501(c)(3) 509(a)(2) 1,000 00 To support general operations Metropolitan Museum of All 1000 Fifth Avenue New York NY 10028 501(c)(3) 509(a)(1) 5,000 00 To support general operations Morphose Limited 800 Fifth Avenue. Suite 188 New York NY 10065 501(c)(3) 509(a)(2) 1,000 00 To support general operations Mote Marine Laboratory 1600 Ken Thompson Parkway Sarasota FL 34236 501(c)(3) 509(a)(1) 300,000 00 To support scientific expeditions Mount Nebo Baptist Church 22 Jonesville Avenue, Highway 17A Yemassee SC 29945 501(c)(3) 509(a)(1) 10,000 00 To support general operations Mount Sinai School of Median One Gustave L Levy PI Box 1049 New York NY 10029 501(c)(3) 509(a)(1) 125,000 00 To support general operations Multiple Myeloma Research Foundation 383 Main Ave, 5th Floor Norwalk CT 06851 501(c)(3) 509(a)(1) 1,000 00 To support general operations Museum of Modem Art 11 W 53rd St New York NY 10019 501(c)(3) 509(a)(1) 10,000 00 To support general operations N E Historic Genealogical Society 101 Newbury Street Boston MA 02116 501(c)(3) 509(a)(2) 1,000 00 To support general operations Nat Sept 11th Memorial 8 Museum One Liberty Plaza. 20th Floor New York NY 10006 501(c)(3) 509(a)(1) 200,000 00 To support general operations National Corvette Museum 350 Corvette Dr Bowling Green KY 42101 501(c)(3) 509(a)(1) 10,000 00 To support general operations To support scientific programs as National Fish and Wildlife Foundation 1133 Fifteenth St. NW. Suite 1100 Washington DC 20005 501(c)(3) 509(a)(1) 1,000,000 00 determined by the Executive Director support scientific research National Fish and Wildlife Foundation 1133 Fifteenth St, NW, Suite 1100 Washington DC 20005 501(c)(3) 509(a)(1) 1,000,000 00 To expeditions To support the Alaska Salmon National Fish and Wildlife Foundation 1133 Fifteenth St, NW, Suite 1100 Washington DC 20005 501 (c)(3) 509(a)(1) 1,000,000 00 Initiative National MS Society 1501 Reesdale Street, Ste 105 Pittsburg PA 15233 501(c)(3) 509(a)(1) 2,000 00 To support general operations National Outdoor Leadership School 284 Lincoln St Lander WY 82520 501(c)(3) 509(a)(1) 5,000 00 To support general operations To support the Philip Johnson Glass National Trust for Historic Preservation 1785 Massachusetts Ave NW Washington DC 20036 501(c)(3) 509(a)(1) 2,00000 House To support the "Reconnect Rivers in Nature Conservancy, Inc 4245 N Fairfax Or Ste 100 Arlington VA 22203 501(c)(3) 509(a)(1) 2 . 50000 Connecticut" Fund Nature Conservancy, Inc 4245 N Fairfax Or Ste 100 Arlington VA 22203 501(c)(3) 509(a)(1) 10,000 00 To support general operations Near & Far Aid Association Inc PO Box 717 Southport CT 06890 501(c)(3) 509(a)(1) 8,750 00 To support general operations Neighbor to Neighbor Inc 248 East Putnam Avenue Greenwich CT 06830 501 (c)(3) 509(a)(2) 11,000 00 To support general operations New Orleans Habitat Musicians Village To support programming at the Ellis 201 Sant Charles Ave , Ste 5100 New Orleans Le 70170 501(c)(3) 509(a)(1) 500,000 00 Inc Marsalis Center for Music New Orleans Habitat Musicians Village 201 Saint Charles Ave, Ste 5100 New Orleans LA 70170 501(c)(3) 509(a)(1) 50,000 00 To support general operations Inc New York Needs You 40 Worth Street, Ste 826 New York NY 10013 501(c)(3) 509(a)(1) 25,000 00 To support general operations New York Presbyterian Fund Inc 525 E 68th Street, Box 156 New York NY 10021 501(c)(3) 509(a)(1) 1,000 00 To support general operations New York Presbyterian Hospital 525 E 68th St , Box 123 New York NY 10065 501(c)(3) 509(a)(1) 101,000 00 To support general operations New York University 715 Broadway, 3rd Fir New York NY 10003 501(c)(3) 509(a)(1) 25,000 00 To support general operations Next Generation Nepal 527 Third Avenue, Suite 196 New York NY 10016 501(c)(3) 509(a)(1) 25,000 00 To support staffing in Nepal Northwest Center 7272 W Marginal Way S Seattle WA 98108 501(c)(3) 509(a)(1) 20,000 00 To support general operations Norwalk Community College Foundation 188 Richards Avenue, Suite E311 Norwalk CT 06854 501(c)(3) 509(a)(1) 50,000 00 To support general operations To support programs for counseling, Norwalk Emergency Shelter 4 Merritt Street Norwalk CT 06854 501(c)(3) 509(a)(1) 100.000 00 care work & meals To support the vocational coordinator Norwalk Emergency Shelter 4 Merritt Street Norwalk CT 06854 501(c)(3) 509(a)(1) 27,500 00 position of the Hope Works lob tramina program Norwalk Hospital Foundation, Inc 34 Maple Street Norwalk CT 06856 501(c)(3) 509(a)(1) 6,000 00 To support general operations Nurturing Minds, Inc 61 Oakwood Lane, PO Box 144 Valley Forge PA 19481 501(c)(3) 509(a)(1) 5,000 00 To support general operations NY Society Prevention of Cruelty 161 Wiliam St, 9th Floor New York 2607 501 (c)(3) 509(a)(1) 15,000 00 To support general operations Children NY Studio Sch of Drawing Painting & 8 West 8th Street New York NY 10011 501(c)(3) 509(a)(1) 10,000 00 To support general operations Sculp Endowing the Dalio Talent NYU Tisch School of the Arts 721 Broadway, 12th Floor New York NY 10003 501(c)(3) 509(a)(1) 875,00000 Identification Fund Omprakash Foundation 112 Rosebrook Road New Canaan CT 06840 501 (c)(3) 509(a)(1) 15,000 00 To support general operations One to World Inc 285 West Broadway #450 New York NY 10013 501(c)(3) 509(a)(1) 4,000 00 To support general operations Operation Hope of Fairfield Inc 636 Old Post Rd Fairfield CT 06824 501(c)(3) 509(a)(1) 6,750 00 To support general operations Operation Smile, Inc 6435 Tidewater Dr Norfolk VA 23509 501(c)(3) 509(a)(1) 10,000 00 To support general operations OPIN, Inc 201 Magee Avenue Stamford CT 06902 501(c)(3) 509(a)(1) 10,000 00 To support general operations Companions Domestic Animal Our PO Box 673 Bloomfield CT 06002 501(c)(3) 509(a)(1) 5,000 00 To support general operations Sanctuary Outward Bound 29-46 Northern Blvd Long Island City NY 11101 501 (c)(3) 509(a)(1) 10,000 00 To support general operations Page Education Foundation PO Box 581254 Minneapolis MN 55458 501(c)(3) 509(a)(1) 10,000 00 To support general operations Panthera 8 West 40th Street, 18th Fir New York NY 10018 501(c)(3) 509(a)(1) 5,000 00 To support general operations Papanioolaou Corps for Cancer 1192 E Newoort Ctr Dr , Ste 120 Deerfield Beach FL 33442 501(c)(3) 509(a)(2) 1,000 00 To support general operations Research Paralyzed Veterans of America 1311 Lindbergh Plaza Center St Louis MO 63132 501(c)(3) 509(a)(1) 10,000 00 To support general operations Parent Academy Ltd 31 Prat St , FI 3 Hartford CT 06103 501(c)(3) 509(a)(1) 10,000 00 To support general operations Fnd of the Town of To support the Greenwich Town Parks & Rec PO Box 5147 Greenwich CT 06831 501(c)(3) 509(a)(1) 667.756 20 Greenwich Party Part of the Solution 2763 Webster Avenue Bronx NY 10458 501(c)(3) 509(a)(1) 12,000 00 To support Thanksgiving meals To support purchase of school Part of the Solution 2763 Webster Avenue Bronx NY 10458 501 (c)(3) 509(a)(1) 5,000 00 supplies Part of the Solution 2763 Webster Avenue Bronx NY 10458 501(c)(3) 509(a)(1) 45,000 00 To support general operations PEN American Center, Inc 588 Broadway, Suite 303 New York NY 10012 501(c)(3) 509(a)(1) 10,000 00 To support general operations Penn-Mar Foundation 310 Old Freeland Road Freeland MD 21053 501(c)(3) 509(a)(3) Type I 500 00 To support general operations Pequot Library Association 720 Pequot Avenue Southport CT 06890 501 (c)(3) 509(a)(1) 15,000 00 To support general operations Planned Parenthood Federation of 434 West 33rd Street New York NY 10001 501 ()()c 3 509()()a 1 1,000 00 To support general operations America Plumes County Arts Commission PO Box 618 Quincy CA 95971 501 (c)(3) 509(a)(2) 1,000 00 To support general operations To support busing for the after school Port Chester Carver Center 400 Westchester Ave Port Chester NY 10573 501(c)(3) 509(a)(1) 34,52500 programs Port Chester Carver Center 400 Westchester Ave Port Chester NY 10573 501(c)(3) 509(a)(1) 42,000 00 To support the after school programs President & Fellows of Middlebury Controllers Office/Service Bldg Middlebury VT 05753 501(c)(3) 509(a)(1) 5,000 00 To support general operations College President and Fellows of Harvard To support the RTD Deans 124 Mount Auburn St Cambridge MA 02138 501(c)(3) 509(a)(1) 4,000,000 00 College Innovation Fund

Page 4 .1 6 Orgau¢atwn Street Address City state Z,p Tax Stems I Tao Status 2 Aooo t Purpesa of donatun President and Fellows of Harvard 124 Mount Auburn St Cambridge MA 02138 501(c)(3) 509(a)(1) 50,000 00 To support general operations College Prostate Cancer Foundation 1250 4th Street Santa Monica CA 90401 501(c)(3) 509(a)(1) 25,000 00 To support general operations Providence House. Inc 703 Lexington Ave Brooklyn NY 11221 501(c)(3) 509(a)(1) 6,900 00 To support general operations Rabbi C K Mem Ahavas Yisrael Fund 2705 Bartol Road Baltimore MD 21209 501(c)(3) 509(a)(1) 1,500 00 To support general operations Inc REACH Prep Inc 2777 Summer St. Suite 209B Stamford CT 06905 501(c)(3) 509(a)(1) 6,250 00 To support general operations Renewable Resources Foundation, Inc 605 West 2nd Avenue Anchorage AK 99501 501(c)(3) 509(a)(1) 500,000 00 To support scientific research

Renewable Resources Foundation, Inc 605 West 2nd Avenue Anchorage AK 99501 501(c)(3) 509(a)(1) 500,000 00 To support general operations Rise Again Baptist Church 735 Mississippi Ave Clarksdale MS 38614 501(c)(3) Church 7,700 00 To support building repairs To support the Grameen America Robin Hood Foundation 826 Broadway, 9th Floor New York NY 10003 501(c)(3) 509(a)(1) 200,000 00 MDRC Feasibility Study To offer a challenge grant to increase Robin Hood Foundation 826 Broadway, 9th Floor New York NY 10003 501(c)(3) 509(a)(1) 10,000 , 000 00 funding Robin Hood Foundation 826 Broadway, 9th Floor New York NY 10003 501(c)(3) 509(a)(1) 301,000 00 To support general operations Rotary Foundation of Rotary 1560 Sherman Ave Evanston IL 60201 501(c)(3) 509(a)(1) 1,010,000 00 To support general operations International Round the World with US 110 Pacific Avenue, #128 San Francisco CA 94111 501(c)(3) 509(a)(1) 1,000 00 To support general operations Roundabout Theatre Company, Inc 231 W 39th Street, Suite 1200 New York NY 10018 501(c)(3) 509(a)(1) 10,000 00 To support general operations Saint Ann's School 129 Pierrepont St Brooklyn NY 11201 501(c)(3) 509(a)(1) 1,000 00 To support general operations Saint Domino's Home Inc 500 Western Hwy Blauvelt NY 10913 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support 3 deserving students Saint Luke's Foundation, Inc 377 North Wilton Rd New Canaan CT 06840 501(c)(3) 509(a)(1) 100,000 00 selected by Saint Luke's Salk Institute for Biological Studies 10010 N Torrey Pines Rd La Jolla CA 92037 501(c)(3) 509(a)(1) 5,000 00 To support general operations Save The Children Federation Inc 54 Wilton Rd Westport CT 06880 501(c)(3) 509(a)(1) 1,000 00 To support general operations School on Wheels of Massachusetts, 831 Pleasant Street Brockton MA 02301 501(c)(3) 509(a)(1) 1,000 00 To support general operations Inc To support the One Great Hour of Second Congregational Church 139 East Putnam Ave Greenwich CT 06830 501(c)(3) Church 10.00000 Sharing program Second Congregational Church 139 East Putnam Ave Greenwich CT 06830 501(c)(3) Church 10,000 00 To support general operations To support the Raymond M & Anna Second Congregational Church 139 East Putnam Ave Greenwich CT 06830 501(c)(3) Church 10,000 00 H Naylor Scholarship Fund To support the .Nbmen's Fellowship Second Congregational Church 139 East Putnam Ave Greenwich CT 06830 501(c)(3) Church 1,000 00 Program Serenity Club of St Augustine, Inc PO Box 5274 St Augustine FL 32085 501(c)(3) 509(a)(2) 500 00 To support general operations Shake-A-Leg Inc P 0 Box 1264 Newport RI 02840 501(c)(3) 509(a)(1) 200,000 00 To support general operations Shakespeare on the Sound, Inc PO Box 15 Norwalk CT 06853 501(c)(3) 509(a)(1) 5,000 00 To support general operations Shn Ram Chandra Mission 4608 Poinsettia St Sri Luis Obisp CA 93401 501(c)(3) 509(a)(1) 500 00 To support general operations Simply Smiles Inc 1771 Post Road East Westport CT 06880 501(c)(3) 509(a)(1) 1,000 00 To support general operations Skihawks Racing Team 117 E Louisa St Seattle WA 98102 501(c)(3) 509(a)(1) 5,000 00 To support general operations Society of St Vincent de Pad 4009 S 56th St Tacoma WA 98409 501(c)(3) 509(a)(1) 500 00 To support general operations Sound Waters, Inc Cove Island Park, 1281 Cove Road Stamford CT 06902 501(c)(3) 509(a)(1) 5,000 00 To support general operations Southwestern Exposition & Livestock 76101 To support the 2012 Calf Scramble PO Box 150 Fort Worth TX 501(c)(3) 509(a)(2) 1,00000 Show 0150 Scholarship SPCA of Anne Arundel County 1815 Bay Ridge Ave Annapolis MD 21403 501(c)(3) 509(a)(1) 1,500 00 To support general operations Special Operations Warrior Foundation PO Box 13483 Tampa FL X3 1- 501(c)(3) 509(a)(1) 1,000 00 To support general operations Sphere Inc PO Box 1136 Ridgefield CT 06877 501(c)(3) 509(a)(1) 5,000 00 To support general operations St Gabriel Church Corporation St Gabriel School Mildford CT 06460 501(c)(3) 509(a)(1) 1,000 00 To support general operations St Catherine of Sienna Church 4 Riverside Avenue Riverside CT 06878 501(c)(3) Church 1.000 00 To support general operations St Luke's Community Services, Inc 141 Franklin Street Stamford CT 06901 501(c)(3) 509(a)(1) 1,000 00 To support general operations To support programs for the youth St Margaret Mary Alacoque Church 380 Long Hill Ave Shelton CT 06484 501(c)(3) Church 2,50000 group 46802- St Mary's Soup Kitchen 1101 South Lafayette St Fort Wayne IN 501(c)(3) Church 1,000 00 To support general operations 3202 Stanford University PO Box 20466 Stanford CA 94309 501(c)(3) 509(a)(1) 10,000 00 To support general operations Stanwich Congregational Church 202 Taconic Road Greenwich CT 06831 501(c)(3) Church 1,000 00 To support general operations Swim Across America, Inc One International Place, Ste 4600 Boston MA 02110 501(c)(3) 509(a)(1) 5,000 00 To support general operations Designated as follows $500,000 to be used nationally , $250,000 to be Teach for America, Inc 315 West 36th Street New York NY 10018 501 (c)(3) 509(a)(1) 1 .000, 000 00 used in CT & $250 ,000 to be used in New Orleans Teddy Maloney Foundation, Inc 425 Old Hickory Road Fairfield CT 06824 501(c)(3) 509(a)(1) 6,000 00 To support general operations The 9th Floor Foundation Inc 136 Brookmere Drive Fairfield CT 06824 501(c)(3) 509(a)(1) 5 000 00 To support general operations The Breast Cancer Research 60 East 56th Street, 8th Floor New York NY 10022 501(c)(3) 509(a)(1) 5,000 00 To support general operations Foundation The Conservative Synagogue, Inc 30 Hillspoint Road Westport CT 06880 501(c)(3) 509(a)(1) 5,000 00 To support general operations The Everglades Foundation, Inc 18001 Old Cutler Road Suite 625 Palmetto Bay FL 33157 501(c)(3) 509(a)(1) 100,000 00 To support general operations The Family Tree, Inc 3805 Marshall St eet, Ste 100 Wheat Ridge CO 80033 501(c)(3) 509(a)(1) 1,000 00 To support general operations The Fortune Society. Inc 29-76 Northern Blvd Long Island City NY 11101 501(c)(3) 509(a)(1) 5,000 00 To support general operations The Fresh Air Fund 633 Third Ave, 14th Floor New York NY 10017 501(c)(3) 509(a)(1) 1,000 00 To support general operations The Greenwich Rotary Foundation P 0 Box 1375 Greenwich CT 06836 501(c)(3) 509(a)(2) 25,000 00 To support the Polio Plus Program The HALO Trust (USA), Inc 1730 Rhode Island Ave, NW Ste 403 Washington DC 20036 501(c)(3) 509(a)(1) 10,000 00 To support general operations The Home for Little Wanderers, Inc 271 Huntington Avenue Boston MA 02115 501 (c)(3) 509(a)(1) 20,000 00 To support general operations The Jackson Laboratory PO Box 254 Bar Harbor ME 04609 501(c)(3) 509(a)(1) 1,000 00 To support general operations The Michael Lisnow Respite Center Inc 112 Main St Hopkinton MA 01748 501(c)(3) 509(a)(1) 500 00 To support general operations The Milagro Foundation 340 SW 6th Ave Delray Beach FL 33444 501(c)(3) 509(a)(1) 25,000 00 To support general operations The New York Botanical Garden 2900 Southern Boulevard Bronx NY 5046 501(c)(3) 509(a)(1) 2,000 00 To support general operations The New York Public Library 5th Ave & 42nd St New York NY 10018 501(c)(3) 509(a)(1) 10,000 00 To support general operations The Partnership for the Homeless. Inc 305 Seventh Avenue, 13th Fir New York NY X8 1 501(c)(3) 509(a)(1) 5,000 00 To support general operations The Pilot House Special Needs PO Box 1553 Fairfield CT 06825 501(c)(3) 509(a)(2) 8,750 00 To support general operations Resource Fn The Studio Museum in Harlem 144 West 125th Street New York NY 10027 501(c)(3) 509(a)(1) 10,000 00 To support general operations To support the purchase of The Walkabout Foundation 75 Holly Hill Lane Greenwich CT 06830 501(c)(3) 509(a)(1) 2,40000 wheelchairs

Page 5 ( 6 Orgaivatwn Street Addmsa Cny 5i Z,p T- Stems I 7u Stems 2 Amaan Purpose d donation Thelonius Monk Institute of Jazz 5225 Wisconsin Avenue NW Washington DC 20015 501 (c)(3) 509(a)(1) 25 ,000 00 To support general operations Tunxis Community College Foundation , 271 Scott Swamp Road Farmington CT 06032 501 (c)(3) 509(a)(2) 5,000 00 To support general operations Inc United Methodist City Society 475 Riverside Dr. Ste 1922 New York NY 10115 501 (c)(3) 509(a)(1) 5,000 00 To support general operations United States Olympic Committee 1 Olympic Plaza Colorado Springs CO 80909 501 (c)(3) 509(a)(1) 1,000 00 To support general operations United Way of Greater Rochester. Inc 75 College Ave Rochester NY 14607 501 (c)(3) 509(a)(1) 10, 000 00 To support general operations United Way of Greenwich . Inc 1 Lafayette Court Greenwich CT 06830 501 (c)(3) 509(a)(2) 20, 000 00 To support general operations 18510. University of Scranton 800 Linden Street Scranton PA 501 (c)(3) 509(a)(1) 10,000 00 To support general operations 4622 Vedanta Cultural Foundation USA, Inc 500 Crossfields Lane Somerset NJ 08873 501 (c)(3) 509(a)(1) 110, 000 00 To support general operations Vermont Academy PO Box 500 Saxtons River VT 05154 501(c)(3) 509(a)(1) 500 00 To support general operations Villanova University 800 Lancaster Avenue Villanova PA 19085 501 (c)(3) 509(a)(1) 1,000 00 To support general operations Visionaries , Inc 748 Page Street Stoughton MA 02072 501 (c)(3) 509(a)(1) 5,00000 To support general operations Voices of September 11 Inc 161 Cherry Street New Canaan CT 06840 501 (c)(3) 509(a)(1) 1,000 00 To support general operations 509(0.)(2) under Washington Drama Society , Inc 1101 Sixth Street SW Washington DC 20024 501(c)(3) 5 ,000 00 To support general operations 170(b )( 1)(A)(vii) West Brattleboro Baptist Church 971 Western Avenue Brattleboro VT 05301 501 (c)(3) 509(a)(1) 10, 000 00 To support general operations Whitney Museum of American Art 945 Madison Ave New York NY 10021 501(c)( 3) 509(a)(1) 125 , 000 00 To support general operations Wholesome Wave Fnd Chantable 189 State Street Bridgeport CT 06604 501(c)(3) 509(a)(1) 5,000 00 To support general operations Ventures Windward School 13 Windward Avenue White Plains NY 10605 501 (c)(3) 509(a)(1) 10 ,000 00 To support general operations Women Moving Millions Inc 79 Fifth Ave 4th Floor New York NY 10003 501 (c)(3) 509(a)(1) 20, 000 00 To support general operations Women of Vision 919 West Huntington Drive Monrovia CA 91016 501 (c)(3) 509(a)(1) 5,000 00 To support general operations To support the Women Moving Women's Funding Network 505 Sansome Street, 2nd Floor San Francisco CA 94111 501(c)(3) 509(a)(1) 5,000 00 Millions program Women's Voices for Change 16 E 90th Street New York NY 10128 501 (c)(3) 509(a)(1) 25,000 00 To support general operations To support the Access to the Sea Woods Hole Oceanographic Institution 183 Oyster Pond Rd, MS #40 Woods Hole MA 02543 501 (c)(3) 509(a)(1) 1,000 , 000 00 Fund Woods Hole Oceanographic Institution 183 Oyster Pond Rd, MS #40 Woods Hole MA 02543 501(c)(3) 509(a)(1) 21 ,000 00 To support general operations World Assoc of Flower Arrangers USA. To support the 10th World Flower 120 Avon Hill Street Cambridge MA 02140 501 (c)(3) 509(a)(1) 25. 00000 Inc Show To support the Dandelion School Abi d Ed,.cat. , Inc Ms Pa., rig DmIma Bo. ton MA 02210 501(c)(3) 509(0.)(1) 50,000 (,0y , Protect in Beijing, China To support sponsorship of 14 World Vision International P 0 Box 9716 Federal Way WA 98063 501 (c)(3) 509(a)(1) 5,52000 children Word Vision International PO Box 9716 Federal Way WA 98063 501 (c)(3) 509(a)(1) 10, 000 00 To support the Mission in Cambodia World Vision International P 0 Box 9716 Federal Way WA 98063 501 (c)(3) 509(a)(1) 22 , 940 00 To support general operations World Wildlife Fund , Inc 1250 24th St NW Washington DC 20037 501 (c)(3) 509(a)(1) 5,000 00 To support general operations Wounded Warrior Project , Inc 4899 Belfort Road , Ste 300 Jacksonville FL 32256 501 (c)(3) 509(a)(1) 6,000 00 To support general operations Wounded Warriors Family Support, Inc 920 South 107th Avenue , Suite 250 Omaha NE 68114 501 (c)(3) 509(a)(1) 20 ,000 00 To support general operations To support the Building What Matters YMCA of WestporVWeston 59 Post Rd East, PO Box 190 Westport CT 06880 501 (c)(3) 509(a)(1) 25, 00000 Campaign support scholarships for those in Youth Champions Chanty Inc PO Box 537 Orem UT 84059 501 (c)(3) 509(a)(1) 100,000 00 Tote To support the TM program for the YWCA of Greenwich CT 259 East Putnam Avenue Greenwich CT 06830 501 (c)(3) 509(a)(1) 1,00000 Women's Place Group YWCA of Greenwich CT 259 East Putnam Avenue Greenwich CT 06830 501 (c)(3) 509(a)(1) 20, 000 00 To support general operations Total Grants and contributions Paid in 2011 40, 736,935 16 Contributions

Page 6 d6 DALIO FOUNDATION, INC. EIN: 43-1965846 CALENDAR YEAR END 12/31/11 FORM 990 PF PART IX-A

SCHEDULE 2

Summary of Direct Charitable Activities

The Dalio Foundation, Inc. incurs expenses related to promoting and facilitating charitable giving and giving to charitable organizations by disseminating information through various media including, but not limited to, newspapers, radio and websites. Programs encourage individuals to consider giving friends and family members to their favorite charities in their names. These programs have significant potential to transform charitable giving habits and help the many charities who need support to receive it. These programs instill the idea that charitable giving can be more meaningful - to the receiver, the giver and the countless people and organizations who are truly in need by directing support to charity.

The programs encourage individuals to learn more about charities they personally care about, as well as their understanding of their charities' missions, use of funds and impact. In the context of difficult financial times, these programs help direct consumer resources to charities that an increasing of number people depend on for support and, in some cases, survival. Many individuals making small changes in their support of charity, when combined, result in a significant impact on the philanthropic landscape. These programs have the ability to fundamentally alter the giving landscape.

SCHEDULE 2 BY-LAWS OF

DALIO FAMILY FOUNDATION, INC.

ARTICLE 1. Name and Purpose

The name of the Corporation is Dalio Family Foundation . Inc. (the "Corporation"). The ,general purposes for which the Corporation is formed are to conduct activities that are exclusively for such purposes as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986. as amended. or any successor statute thereto (the "Code"), including, for such purposes , the making of distributions to organizations which qualify as tax -exempt organizations under the Code . The specific and primary purpose for which the Corporation is foamed is set forth in its Certificate of Incorporation , as amended (the "Certificate of Incorporation "). The Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income taxation under Section 501(c)(3) of the Code or by an organization contributions to which are deductible under Section 170(c)(2) of the Code. In connection w ith these purposes . the Corporation shall engage in any lawful act or activity for which a non-stock . non-profit corporation may be organized under the Connecticut Revised Nonstock Corporation Act (the `'NNonstock Corporation Act").

ARTICLE II. Office and Books

Section 1. Office . The Corporation shall have offices at such places, either within or without the State of Connecticut, as the Board of Directors (sometimes referred to herein as the "'Board") may from time to time determine.

Section 2. Books and Records . There shall be kept at the office of the Corporation correct and complete books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws and minutes of all meetings of the Board.

ARTICLE III. Members

The Corporation shall have no members. ARTICLE N. Board of Directors

Section I . -Number. The Board o! Directors shall consist of not fewer than three (3) and not more than fifteen (15) persons. Subject to the foregoing. the number of Directors may be increased or decreased by amendment of these By-Laws. but no decrease shall shorten the tern of any incumbent Director.

Section 2 . Classification. Election and Term. There shall be one class of Directors. The Directors shall be elected at the annual meeting of the Board by a majority of the Directors then in office. Each Director shall be elected for a term of one (1) year, and each shall serve until the earlier to occur of (i) the election and qualification of his or her successor. and (ii) his or her death, resignation or removal. Directors shall be eligible for re-election without limitation.

Section 3. Responsibilities . Subject to Article VIII of these By-laws, the general management of the affairs of the Corporation shall be vested in the Board of Directors, which may delegate to officers, employees and to committees of their own number such powers and duties as it may see fit, except for those powers specified in Article VI. Section 1 of these Bv- L.aws.

Section 4. Resianation . Any Director may resign from office at an-y time by delivering written notice of such resignation to the Board of Directors. the Chairperson of the Board of Directors, if any, the President. the Secretary or the Corporation at its principal office. which notice shall be effective, immediately upon delivery or at a later time specified therein without the need for acceptance. but. if delivered to the President or the Secretary. it shall be presented by the President or the Secretary. as the case may be. at the first meeting of the Directors following its receipt.

Section 5. Removal . Any Director may be removed with or without cause by a vote of a majority of the Directors then in office. at any special meeting of the Board called for that purpose; provided, however, that the Directors shall not have the authority to remove Raymond T. Dalio if he is then acting as a Director hereunder

Section 6. Newly Created Directorshi ps and Vacancies . Newly created directorships and any vacancies in the Board of Directors occurring during the year by reason of death, resignation . disqualification, removal or for any other cause may be filled by vote of a majority of the Directors then in office. Amy Director so elected shall hold office until the election and qualification of a successor at the next succeeding annual meeting of the Directors.

Section 7. Annual 'Nieetinm= . The Board of Directors shall convene for resular meetings at least once a year at a time and place, within or without the State of Connecticut, to be determined bythe Board of Directors, for the purpose of the election of Directors and officers. as needed, and the transaction of any other business as may come before the Board.

Section 8. RecLular Meetings . Regular meetings of the Board of Directors may be held at such time and place, within or without the State of Connecticut, as shall be designated by the Board of Directors. Section 9. Special Meetings . Special meetings of the Board of Directors may be called by any Director provided that there is at least two days' notice and a majority of the then acting Directors agrees to such tneetingg.

Section 10. uorunt. At all meetings of the Board, a majority of members of the Board shall constitute a quorum for the transaction of business, and the act of the majority of directors present at any meeting at which there is a quorum shall be the act of the Board.

Section 11. Voting . At every meeting of the Board of Directors, each Director shall be entitled to one vote on all matters. All actions to be taken by vote of the Board of Directors shall be authorized by a majority of the votes cast at a meeting of the Board, except as otherwise required by law or these By-Laws.

Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee, as the case may he, consent in Writing or by electronic transmission to the adoption of a resolution authorizing the action. Said resolution(s). writins.,(s) and electronic transrnission(s) shall be filed with the minutes of the proceedings of the Board or committee, as the case may be. y

Section 13. Meetinsi by Means of Telecommunications . Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means ot'a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 14 . Compensation and l;xpenses . Directors shall not receive any compensation for their services as directors, but may be reimbursed for all of their direct expenses in serving the Corporation. Such reimbursements shall be approved by such number of Directors as represents a majority of the then acting Directors, taking into consideration the requirements of Sections 4941 (d)(2)(E) and (G) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Notwithstanding the foregoing, no Director shall participate (in any capacity) in a vote on matters pertaining to such Director's reimbursement. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer. employee. agent or otherwise and receiving reasonable compensation. in such other capa^cit.' for personal services that are reasonable and necessary to carry out the exempt purposes of the Corporation.

Section 15. Rules and Regulatio ns. The Board of Directors may from time to time adopt such rules and regulations as it may deem advisable to carry out the affairs of the Corporation.

-3- ARTICLE V. Officers. Employees and Agents

Section 1. Number and Qualification . The officers of the Corporation shall be a President. such Vice Presidents as the Board of Directors may from time to time determine, a Secretary, a Treasurer and such assistant officers as the Board may from time to time determine. The officers shall be elected for a term of two (2) years at the annual meeting of the Board of Directors, and each shall serve until the earlier to occur of (i) the election and qualification of his or her successor, and (ii) his or her death. resignation or removal. Any two or more offices may be held by the same person. Any officer may (but need not) be a Director.

Section 2. Other Officers . The Corporation may have such other officers, agents and employees as the Board of Directors may from time to time determine.

Section 3. President . The President shall generally direct the affairs and property of the Corporation and of its several officers and shall have and exercise all such powers and discharge such duties as usually pertain to such office. The President shall serve as Chairperson of the Board of Directors, preside at all Board of Director meetings. and he or she shall be ex officio a member of all standing committees.

Section 4. V ice President . The Vice President or Vice Presidents. if any, shall, pursuant to the direction of the Board, perform the duties and possess and exercise the powers of the President in the event of the President's absence or disability. The Vice President or Vice Presidents shall have such other powers as the Board shall determine and shall perform such other duties as may be prescribed by the Board. the President. or the Executive Committee, if any. which duties may include powers elsewhere assigned or delegatei to other officers.

Section 5. Sccretarv . The Secretary shall attend all meetings of the Board, shall record all proceedings and votes of the meetings of Directors, may sign the notices for meetings thereof, and shall perform. in general. the duties incident to the office of Secretary subject to the control of the Board of Directors and to the provisions of these By-Laws.

Section 6. Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation. and shall deposit or cause to be deposited all monies and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as the Board may designate. At the annual meeting of the Board and whenever else required by the Board, he or she shall render a statement of the w Corporation's accounts. He or she shall at all reasonable times exhibit the Corporation`s books and accounts to any officer or Director of the Corporation and shall perform all duties incident to the office of treasurer subject to the control of the Board. The Treasurer may execute all instruments requiring the signature of the Treasurer and may he required to give bond for the faithful discharge of his or her duties.

Section 7. Bonds . The Board of Directors shall have the power to require that the officers, employees, agents and representatives of the Corporation, or any of them, shall furnish a corporate surety bond for the faithful performance of their respective duties in such amounts as the Board shall determine, the expense of'such bond to be borne by the Corporation.

-=t- Section 8. Removal . Any officer. employee, agent or representative of the Corporation may be removed, with or without cause, by an affirmative vote of such number of Directors as represents a majority of the then acting Directors; provided, however, that the Directors shall not have the authority to remove Raymond T. Dalio if he is then acting as an officer. employee, agent or representative hereunder. The Board may delegate these powers to the President or other officers of the Corporation.

Section 9. Resignation . Any officer may resign from office at any time by delivering written notice of such resignation to the Board of Directors; the Chairperson of the Board of Directors. if any, the President, the Secretary or the Corporation at its principal office, which notice shall be effective immediately upon delivery or at a later time specified therein without the need for acceptance, but, if delivered to the President or the Secretary, it shall be presented by the President or the Secretary, as the case may be, at the first meeting of the Directors following its receipt. y

Section 10. Vacancies . In the event any office of the Corporation becomes vacant by reason of death, resignation, disqualification, removal or for any other cause, a majority of Directors then in office may elect an individual to fill such vacancy, and the individual so elected shall hold office and serve until the regular election and qualification of a successor.

Section 11. Compensation of Officers. Employees and Agents . The officers, employees, agents and representatives of the Corporation may he reimbursed for all of their direct expenses in serving the Corporation and. in addition, shall be reasonably compensated for personal services that are reasonable and necessary to carry out the exempt purposes of the Corporation. Such reimbursements and compensation shall be approved by such number of Directors as represents a majority of the then acting Directors, taking into consideration the requirements of Sections 4941(d)(2)(F) and (G) of the Code. and the regulations promulgated thereunder. Such compensation shall be consistent with (i) the compensation received by the officers, employees, agents and representatives of other foundations of similar size providing similar services. (ii) current compensation surveys compiled by independent fines or (iii) actual written offers from similarly situated organizations. Notwithstanding anything herein, no officer shall participate (in any capacity) in a vote on matters pertaining to his or her compensation or reimbursement.

ARTICLE VI. Committees of the Board of Directors

Section 1 . Committees in General . The Board of Directors, with the approval of a majority of the then acting Directors, may establish and appoint an Executive Committee and other standing committees. which shall serve at the pleasure of the Board of Directors. Unless otherwise provided in these By-Laws, each committee shall consist of not fewer than three (3) Directors as appointed by the President with the consent of the Board of Directors. Unless other wise provided in these By-Laws or by the Board, the chairperson of each committee shall be appointed by the President. Such number of committee members as represents a majority of a committee's then acting members shall constitute a quonirn for the transaction of business at any

-:1 - committee meeting, except as otherwise provided in these By-Laws. The Executive Committee and each standing committee established and appointed by the Board shall maintain a record of its actions and shall have such powers as authorized by these By-Laws or by the Board, other than the powers specified in Section 33-1101(e) of the Nonstock Corporation Act and except as to the following matters: I.I Filling of vacancies in the offices of Directors and committees; 2. Amendment or repeal of these By-Laws or the adoption of new By-Laws; 3. Amendment or repeal of any resolution of the Board; and 4. Fixing of reimbursements and compensation of the Directors.

Section 2. Executive Corrunittee . The Executive Committee shall have all powers of the Board subject to the limitations on committee actions set forth in Article VI, Section 1 of these By-Laws and shall have the power to manage the Corporation between meetings of the Board. The President shall be chairperson of the Executive Committee. The Executive Committee shall have the power to authorize the affixing of the seal of the Corporation to all papers which may require it. The Executive Committee shall act by means of periodic meetings to be called by the President, with a majority of the committee members constituting a quorum for any such Executive Committee meeting. Section 3. Other Standing Committees . The Board of Directors may create such other standing committees as it deems desirable. The members of such standing committees shall be appointed by the President with the consent of the Board of Directors and shall have only the powers specifically delegated to them by the Board. Section 4. Removal . Any member of any committee may be removed at any time, with or without cause, by a majority of the then acting Directors; provided, however, that the Directors shall not have the authority to remove Raymond T. Dalio if he is then acting as a member of any committee hereunder. Any person ceasing to be a member of the Board of Directors shall ipso facto cease to be a member of any committee of which he or she was a member. Section 5. Vacancies . Vacancies of Directors on the Executive Committee or any other committees existing from time to time shall be filled from among the Directors with the approval of a majority of the then acting Directors.

ARTICLE VII. Indemnificati on

Section 1 . Permissible Indemnification . The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made. or threatened to be made, a party to any action or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Director, officer, employee, agent or representative of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or representative of another corporation or of a partnership, joint venture, trust, enterprise or non- profit entity, including service with respect to employee benefit plans, against judgments, fines,

-6- amounts paid in settlement and reasonable expenses, including attorneys' fees reasonably incurred by such person. if such person acted in good faith for a purpose he or she believed to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, enterprise, non-profit entity or employee benefit plan, not opposed to, the best interests of the Corporation, and, with respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the persons conduct was uniaxvful.

Section 2. ;Mandatory Indemnification . 'Notwithstanding the foregoing, the Corporation shall indemnify any person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she, or a person for whom he or she is the legal representative, was a party by reason of the fact that he or she. or a person for whom he or she is the legal representative, is or was a Director; officer, employee. agent or representative of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or representative of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against reasonable expenses incurred by such person in connection with such proceeding.

Section 3. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is a Director, officer, employee, agent or representative of the Corporation, or who, while acting as a Director. officer, employee, agent or representative of the Corporation, serves at the request of the Corporation as a director, officer. employee; agent or representative of another corporation or of a partnership. joint venture, trust, enterprise or non- profit entity, including service with respect to employee benefit plans, against liability asserted against or incurred by such person serving in such capacity or arising from such person's status as a Director, officer, employee, agent or representative of the Corporation, whether or not the Corporation would have the power to indemnify or advance expenses to such person under the provisions of this Article VII or otherwise.

Section 4. lim itation . The Corporation shall not indemnify anyone if doing so would constitute an act of self-dealing within the meaning of Section 4941 of the Code or the regulations thereunder. v

ARTICLE VIII. Separate Fund

Section 1. Separate Fund . Notwithstanding anything herein to the contrary, any and all funds received by the Corporation from an irrevocable trust of which Raymond T. Dalio is the grantor, and all income earned thereon, shall be held in a separate fund (the "Separate Fund"). The Separate Fund shall be administered and distributed by a Separate Fund Committee consisting of one or more members of the Board of Directors other than Raymond T. Dalio. The

-7- Directors serving on the Separate Fund Committee shall be selected by the vote of a majority of the Directors then in office other than Raymond T. Dalio. Raymond T. Dalio shall have no right or power to vote or otherwise participate in any decisions relating to (i) the composition of the Separate Fund Committee. (ii) the administration of the Separate Fund, other than the management and investment of the Separate Fund as provided in Article VIII, Section 2 of these By-Laws. or (iii) the use or distribution of any of the principal or income of the Separate Fund. including but not limited to any decisions relating to whether to make a distribution from the Separate Fund and the timing, amount, recipient(s) and terms and conditions of any such distribution.

Section 2 . Investment of Separate Fund . The assets of the Separate Fund may be commingled for investment with other assets of the Corporation. provided that all income, rains, expenses and losses attributable to such assets of the Separate Fund shall be properly allocated to the Separate Fund and accounted for separately. Raymond TI'. Dalio. in his capacity as a Director arad:'or officer of die Corporation, shall have the right to vote and otherwise participate in any decisions relating to the management and investment of the Separate Fund; provided; however, that Raymond T. Dalio shall have no right or power to vote against the liquidation of assets of the Separate Fund. if such liquidation is necessary to provide funds for a distribution from the Separate Fund.

ARTICLE IX. Contracts. Funds. Checks and Investments

Section 1. Checks. Notes and Contracts . Subject to Article VIII of'these By-Laws. the Board of Directors may authorize anx officer or officers. in the name of and on behalf of the Corporation, to enter into an)- contract u- to execute and deliver any instrument. or to sign checks. drafts or other orders for the payment of money or notes or other evidences of y indebtedness, including establishing margin accounts with securities firms. and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer shall have the power or authority to bind the Corporation by any contract or engagement or to render it pecuniarily liable for any purpose or to any amount, with any other institution or finn. corporation or individual.

Section 2. Depositories of Funds . Subject to Article VIII of these By-Laws. all funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. or as may be selected by any officer or officers of the Corporation to whom such power may from time to time be delegated by the Board of Directors.

Section 3. Investments. Subject to Article V111 of these By-Laws. the funds of the Corporation may be retained part in cash or may be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board may deem desirable.

Section 4. Stock of Other Corporations . Subject to Article VIII of these By-Laws, unless otherwise ordered by resolution of the Board of Directors, the President shall have full

-8- power and authority on behalf of the Corporation to vote, either in person or by proxy, at any meetings of stockholders of any corporation in which the Corporation may hold stock and at any such meeting may possess and exercise any and all ri ghts and powers incident to the ownership of such stock, %hich. as the owner thereof; the Corporation may have possessed and exercised if present. The Board of Directors may confer like powers upon any person or persons from time to time and may revoke any such power as granted at its pleasure.

ARTICLE X. Fiscal Year

The fiscal year of the Corporation shall be determined by the Board of Directors of the Corporation.

ARTICLE XI. Seal

The sea] of the Corporation shall be circular in form and shall bear the name of the Corporation and the year of its organization.

ARTICLE XI I. Notices and Waivers

Section 1. Notice of Meetings . Whenever under the provisions of these By-Laws. the Certificate of Incorporation or any statute notice is required to be given to any Director or officer, it can be given personally or by first-class mail, telephone, facsimile or electronic transmission. addressed to such Director or officer at such address as appears on the records of the Corporation or at such other address as the Director or officer may have filed with the Secretary for such purpose. Notice shall be given not less than ten (10) days or more than sixty (60) days prior to the date of a. meeting, unless otherwise provided in these By-Laws. If mailed, such notice shall be deemed to have been given for such purpose when deposited in the United States mail; with postage thereon prepaid. directed to the Director or officer at his or her address as it appears on the records of the Corporation or at such other address as he or she may have filed with the Secretary for such purpose. If sent by electronic transmission, such notice shall be deemed to have been given for such purpose when directed to the electronic mail address at which the Director or officer has consented to receive notice. Notice of a special meeting shall state the purpose for which it is called and shall indicate that it is being issued by or at the direction of the person(s) calling the meeting.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.

-9- Section 2. Waivers of Notice . Any Director or officer may waive any notice required to be given by law; the Certificate of Incorporation or these By-Laws. Notice of a meeting need not be given to any Director or officer who submits a signed waiver of notice ol'the meeting, in person or by proxy, whether before or after the meeting. The attendance of any Director or officer at a meeting, in person or by proxy, without protesting the lack of notice prior to the conclusion of the meeting shall constitute a waiver of notice by said person.

ARTICLE XIII. Amendments

These 13y-La,,r,s may be altered, amended or repealed at any annual or special meeting of the Directors, by an affirmative vote of a majority of the Directors then in office, provided that written notice of such meeting and the proposed amendments shall be provided to each Director at least two (2) days before such meeting. Notwithstanding the foregoing, if Raymond T. Dalio is then living, Article Vill of these By-Laws may only be altered, amended or repealed at any meeting of the Separate Fund Committee, by an affirmative vote of a majority of the members of the Separate Fund Committee. provided that written notice of such meeting and the proposed amendments shall be provided to each member of the Separate Fund Committee at least two (2) days before such meeting.

ARTICLE XIV. Windincz Down

If, for any reason, it shall be in the best interests of the Corporation to dissolve, such dissolution shall occur pursuant to Sections 1171 through 1178, inclusive, of the Nonstock Corporation Act and Article 5 of the Certificate of Incorporation. The net assets of the Corporation shall be distributed in accordance with said Article 5.

-10- CERTIFICATE

1, Raymond T. Dalio, the duly elected President of Dalio Family Foundation, Inc. do hereby certify as follows:

Attached hereto is a true and correct copy of the By-Laws of Dalio Family Foundation , Inc., which were adopted as of i & a 2011, and which are in full force and effect as of the date hereof.

Witness my hand and seal.

Dated.

XiClM 'I A ii - D 's.ii.J. IJe SIUCnt

(Seal) DALIO FAMILY FOUNDATION, INC.

Action of Directors in Lieu of a Meeting

W'y'e, the undersigned, being all of the Directors of Dalio Family Foundation, Inc.. a Connecticut non-stock, non-profit corporation (the "Corporation-'), entitled to act on this resolution, do hereby adopt the following resolution pursuant to Section 33-1097 of the Connecticut Revised Nonstock Corporation Act and Section 12 of Article IV and Section I of Article VIII of the By-Laws of the Corporation (the "By-Laws"):

WHEREAS, Section 1 of Article VIII of the By-Laws provides. in relevant part, that:

Notwithstanding anything herein to the contrary, any and all funds received by the Corporation from an irrevocable trust of which Raymond 1'. Dalio is the grantor, and all income earned thereon, shall be held in a separate fund (the "Separate Fund"). The Separate Fund shall be administered and distributed by a Separate Fund Committee consisting of one or more members of the 13oard of Directors other than Raymond T. Dalio. The Directors serving on the Separate Fund Committee shall be selected by the vote of a majority of the Directors then in office other than Raymond 1'. Dalio.

:and

WIELREAS, the undersigned, being all of the Directors of the Corporation other than Raymond T. Dalio, wish to elect Barbara Dalio. Devon R. Dalio and Matthew A. Dalio to serve as the members of the Separate Fund Committee of the Corporation established under Section I of Article VIII of the BY-Laws.

NOW, THEREFORE. BE IT

RESOLVED, pursuant to Section 12 of Article IV and Section 1 ofArticle Viii of the By-Laws, that the election of Barbara Dalio, Devon R. Dalio and Matthew A. Dalio as the members of the Separate Fund Committee of the Corporation established tinder Section I of Article VIII of the By-Laws is hereby confirmed.

IN WITNESS WI ILREOF. the undersigned have subscribed this Action of Directors i n Lieu of a Meeting of Dalio Family Foundation ; Inc.. as of September ' , 201 1.

This Action of Directors may be executed in one or more counterparts , each of v,,hich shall be deemed an original.

[Signatures on next page] Q')U(0/i

BARBARA DALIO Date

a Z Il l! DEVON R. ALIO `Date

8

MA TIIEW 1)^1i ! ' Date `6964R5 7. i

ft/ ii BARBARA DALIO Date

DEVON R. DALIO Dai e

MATTHE W A. DALIO Date DALIO FAMILY FOUNDATION, INC.

Action of Directors by Unanimous Written Consent in Lieu of a Meeting

We. the undersigned, being: all of the Directors of Dalio Family Foundation, Inc., a Connecticut non-stock, non-profit corporation (the "Corporation`,*), do hereby adopt the following resolution pursuant to Section 33-10330 and Section 33- 1097 of the Connecticut Revised Nons-tock Corporation Act:

RESOLVED, that the by-laws for the regulation of the affairs of the Corporation, entitled "By-Laws of Dalio Family Foundation. Inc." annexed hereto and incorporated herein by reference, be and hereby are ratified, adopted and approved as the by-laws of the Corporation, and, together with this Action of Directors. shall be inserted in the minute book of the Corporation.

IN WITNESS WHEREOF, the undersigned have subscribed this Action of Directors in Lieu Hofa M ectine' o f Da!io amii , I •ou ndatio n_ Ins. a ; of Sept: tuber 201 I .

This Action of Directo s mad be executed in one or more counterparts . each of which shall be deemed an original.

NN ItAO^IC3NTF . DA1-10 Date

BARBARA DALIC) Date

DEVON R. DALIO t' Date f

IN A'I'THEW A. DAI.IO Date D ALIO FAMILY FOUNDATION , INC.

Action of Directors by Unanimous Written Consent in Lieu of a Meeting

We, the undersigned, being all of the Directors of Dalio Family Foundation. I.nc.- a Connecticut non-stock, non-profit corporation 'Corporation'), do hereby adopt the following resolution pursuant to Section 33-1030 xid Section 33-1097 of the Connecticut Revised Nonstock Corporation Act:

RESOLVED, that the by-laws for the regulation of the affairs of the Corporation, entitled `By-Laws of Dalio Family Foundation . Inc":annexed hereto and incorporated herein by reference, be and hereby are ratified , adopted and approved as the by-laws of the Corporation, and. together with this Action of Directors. shall be inserted in the minute book of the Corporation.

IN WITNESS "VIIEREOF, the undersigned have subscribed this Ae io:i of Directors in Lieu of a ietanu of Daiio Family Foundation, Inc. as of Septerrmber.. '011.

This Action of Directors may be executed in one or more counterparts. each of which shall be deemed an original.

RA YIt1ON D T. DALIO Date

BARBARA DAI.IO

DEVON :Z. DAL-j6 Date

MATTHEW A. DALIO ^_ 7atc: Form 8868 (Rev 1-2012) Page 2 • If you are filing for an Additional ( Not Automatic) 3-Month Extension , complete only Part II and check this box ► X Note. Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868 • If you are filing for an Automatic 3-Month Extension , complete only Part I (on page 1) Part II Additional (Not Automatic) 3-Month Extension of Time . Only file the original (no copies needed). Enter filer 's identifying number, see instructions Type or Name of exempt organization or other filer, see instructions Employer identification number (EIN) or print File by the 10 FOUNDATION, INC. OX 43- 1965846 due date for Number, street, and room or suite no If a P box, see filing your 0 instructions Social security number (SSN) return See NE GLENDINNING PLACE instructions City, town or post office, state, and ZIP code. For a foreign address, see instructions ESTPORT, CT 06880

Enter the Return code for the return that this application is for (file a separate application for each return) FEW]

Application Return Application Return Is For Code Is For Code Form 990 01 Form 990-BL 02 Form 1041-A 08 Form 990-EZ 01 Form 4720 09 Form 990-PF 04 Form 5227 10 Form 990-T (sec. 401 a or 408(a) trust) 05 Form 6069 11 Form 990-T (trust other than above) 06 Form 8870 12 STOP! Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868. LISA SAFIAN ONE GLENDINNING • The books are In the care of ► PLACE - WESTPORT, CT 0 6 8 8 0 Telephone (203)29f--5130 No ► FAX No ► If the organization does not have an office or place of business in the United States, check this box No. E:1 • 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 ► 0 If it is for part of the group , check this box ► 0 and attach a list with the names and EINs of all members the extt 4 I request an additional 3-month extension of time until NU V hMtit; XC 15 , Z U 1 Z 5 For calendar year 2 011 , or other tax year beginning , and ending 6 If the tax year entered in line 5 is for less than 12 months, check reason Initial return L-J Final return Change in accounting period 7 State in detail why you need the extension ADDITIONAL TIME IS REQUIRED TO GATHER THE NECESSARY INFORMATION TO PREPARE A COMPLETE AND ACCURATE RETURN.

8a If this application is for Form 990-BL, 990-PF , 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits See Instructions. 321,424. If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made Include any prior year overpayment allowed as a credit and any amount paid with Form 8868. 321,424. c Balance due. Subtract line 8b from line 8a. Include your payment with this form, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions. 8c $ 0. Signature and Verification must be completed for Part II only. Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete, and that I am authorized to prepare this form. Signature Title DIRECTOR ► ► Date ► Form 8868 (Rev 1-2012)

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