OMB No 1545-0047 Form 990 Return of Organization Exempt From Income Tax Under section SOt(c), 527, or 4947(a)(1) of we Internal Revenue Code (except black lung benefit trust or private foundation) 2002 Oepertnront of the Treuuy m, a,. s~ ll~ The organization may have to use a Copy of this return to satisfy state reooninq iequvemen A For the 2002 calendar veer, or tax and D Employer B check d applicable identification number ElAddresschange 29 IB PIT 36160355 200312 36 3160355 0 Name change KJRKLAND 8 ELLIS FOUNDATION E Telephone number El initial return 200 E RANDOLPH ST 13121 861-2000 O Final return IL 60601$436 P-66 P9 S F init! x [35 can O aoc.,ai El Amended return Other (specify) W Applicatqn penning 0 Section 507(c)(3) organizations and 49471a1(1) nonexompt charitable H and I afe not applicable to section 527 or2a, nuahons trusts must attach a completed Schedule A (Forth 980 a 99o-EZ) H(a) Is this a group return for affiliates? L1 Yea 0 No G Web site ll~ N/A H(b) If "Yes,' enter number of affiliates b ------H(c) Me all affiliates included 0 Yea I No J Organization type (check only one) " M 501(c) ( 3 ) 4 Insert no ) C3 4947(a)(1) or [1527 (If "No," attach a list See instructions)

K Check Sara ~ El it the organization s gross receipts are normally not more than E25,000 The H(d) Is Uus a separate return filed by an organization need rot file a return MN the IRS, but d the organization reserved a Form 990 Package organization covered by a group ruling? El yn ED Ho m the mail it should file a return without financial data Some states require a complete return. I Enter 4-digd GEN I- M Check " 0 i1 the organization is not required L Gross receipts Add lines 6b, 8b, 9b, and tOb to line 12 . 2,069,836 to attach Sch B (Forth 990. 990-EZ, or 99o-PF)

1 Contributions, gifts, grants, and similar amounts received a Direct public support 1a 2,058, 716 b Indirect public support c Government contributions (grants) d Total (add lines 1a through t c) (cash $ 1,601,555 noncash $ 457 .160 ) 1d 2 Program service revenue including government tees and contracts (from Part VII, line 93) 3 Membership dues and assessments 4 Interest on sarongs and temporary cash investments 5 Dividends and interest from securities 5 8a Gross rents 6a b Less rental expenses 6b c Net rental income or (loss) (subtract line 6b from line 6a) a 7 Other investment income (describe " 7 (A) Securities IS) Other 8a Gross amount from sales of assets other than inventory b Less cost or other basis and sales expenses Bb c Gain or (loss) (attach schedule) d Net gain or (loss) (combine line Bc, columns (A) and (B)) LJJ 9 Special events and activities (attach schedule) a Gross revenue (not including $ of contributions reported on line 1a) 9a b Less direct expenses other than fundraising expenses 9 c Net income or (loss) from special events (subtract line 9b from line 9a) 10a Gross sates of inventory, less returns and allowances 10a b Less cost of goods sold 10b c Gross profit or Qoss) from sales of inventory (attach sch u e 8 heat Nit Ir m tine t 0a) 11 Other revenue (from Part VII, line 103) 11 12 Total revenue (add lines 1d, 2, 3, 4, 5, 6c, 7, 8d, 9c1 10 , and 11) V 72 13 Program services (from line 44, column (B)) ;= MAT H b ZQQ,j 14 Management and general (from line 44, column ( N g 15 Fundraising (from line 44, column (D)) u 16 Payments to affiliates (attach schedule) ~~~~~~ U 17 Total expenses (add lines 16 and 44. column IAI) 18 Excess or (defeat) for the year (subtract line 17 from line 12) ~~~------a 19 Net assets or fund balances at beginning of year (from line 73, column (A)) 20 Other changes in net assets or fund balances (attach explanation) 2 21 Net assets or fund balances at end of year (combine lines 18, 19, and 20) 11 For Paperwork Reduction Act Nonce, see the separate instructions Cat. No 11282Y Form 990 (soqy~~ ,1 `~L~ Form 990 (2002) Page 2 {/ Statement O} All organizations must complete column (A) Columns (B). (C), and (D) are required for section SO1(c)13) and (4) organizations Functional Expenses and section 49a7(a)(1) nonexempt charitable trusts but optional for others (See page 21 0l the instructions I

Do not include amounts reported on line W Total (e) Program (c) Management (o) Fundraising 6b, 8b, 96, 10b, or 16 O/ Part 1 services and general 22 Grants and allocations (attach schedule) (cash S 1,959 .927 nonwsh $ ) 22 1 , 959 , 927 1 959 , 927 23 Specific assistance to individuals (attach schedule) 23 24 Benefits paid to or for members (attach schedule) 24 25 Compensation of officers, directors, etc 25 26 Other salaries and wages 26 27 Pension plan contributions 27 28 Other employee benefits 28 29 Payroll taxes 29 30 Professional fundraising fees 30 31 Accounting fees 31 32 legal fees 32 33 Supplies 33 34 Telephone 34 35 Postage and shipping 35 36 Occupancy 38 37 Equipment rental and maintenance 37 38 Printing and publications 38 263 263 39 Travel 39 40 Conferences, conventions, and meetings 40 41 Interest 41 42 Deprecation, depletion, etc (attach schedule) 42 43 Other expenses not covered above (itemize) a 43b ------c 43c

a 43e 44 Total functional ecpemeei (add lines 22 through 43) Organizations; Completing columns (B}{DAcarry thaerofabrolines f3-15 44 1,960,190 1,959 .927 263 Joint Costs. Check " E] if you are following SOP 98-2 Are any point costs from a combined educational campaign and fundraising solicitation reported in (B) Program services ) Ili, Yes No If "Yes," enter 0i the aggregate amount of these point costs $- , (i) the amount allocated to Program services $ (i7 the amount allocated to Management and general $ , and (n) the amount allocated to Fundraising $ Statement of Program Service Accomplishments See page 24 of the instructions What is the organization's primary exempt purpose? " . . Program Service Expenses All organizations must describe then exempt purpose achievements in a clear and concise manner State the number (Required for sotlc1131 and (4) (4) and

(Grants and allocations $ ) c

------(Grants and allocations $ ) d

(Grants and allocations $ ) e Other program services (attach schedule) (Grants and allocations $ ) f Total of Program Service Expenses (should equal line 44, column (B), Program services) " 1 , 959, 927 Forth 990 (2002) Forth 990 (2002) Page $

Balance Sheets (See page 24 of the instructions)

Note Where required, attached schedules and amounts within the description (A) (B) column should be for end-of-yeas amounts only Beginning of year End of year 45 Cash--non-interest-bearing 672 930 45 73,000 46 Savings and temporary cash investments 486 , 173 46 1 , 195 , 64-9,

47a Accounts receivable 47a b Less allowance for doubtful accounts 47b 47c

48a Pledges receivable b Less allowance far doubtful accounts 48b 48c 49 Grants receivable 49 50 Recervables from officers, directors, trustees, and key employees (attach schedule) 50 51a Other notes and loans receivable (attach 51a m°' schedule) b Less allowance for doubtful accounts 51b 51c 52 Inventories for sale or use 52 53 Prepaid expenses and deferred charges 53 54 Investments-secunties (attach schedule) " 0 Cost El FMV 54 55a Investments and, buildings, and equipment basis I 55a b Less accumulated deprecation (attach schedule) 55b 55c 58 Investments--other (attach schedule) 56 57a Land, buildings, and equipment basis 57a b Less accumulated depreciation (attach schedule) 57b 57c 58 Other assets (describe " ) 58

59 Total assets (add lines 45 through SB) (must equal line 74) 1,159,003 59 1,268,649 60 Accounts payable and accrued expenses 60 - 61 Grants payable 61 62 Deferred revenue 62 d 63 Loans from officers, directors, trustees, and key employees (attach = schedule) 63 m 64a Tax-exempt bond liabilities (attach schedule) b Mortgages and other notes payable (attach schedule) 85 Other liabilities (describe " ) 65

66 Total liabilities (add lines 60 through 65) 0 66 0 Organizations that follow SFAS 717, check here t 1Z and complete lines 67 through 69 and lines 73 and 74 11 V 67 Unrestricted 106,626 67 48,397 68 Temporarily restricted 1,052,377 68 1,220, 2 5 2 m 69 Permanently restricted 69 Organizations that do not follow SFAS 117, check here " El and complete lines 70 through 74 `0 70 Capital stock, trust principal, or current funds 70 1 71 Paid-in or capital surplus, or land, building, and equipment fund » 72 Retained earnings, endowment, accumulated income, or other funds 72 73 Total net assets or fund balances (add lines 67 through 69 or lines 70 through 72, column (A) must equal line 19, column (e) must equal line 21) 1,159,003 73 1,268,649__ 74 Total liabilibes and net assets / fund balances (add lines 66 and 73) ~ 1,159,003 74 1,268,649 Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization How the public perceives an organization in such cases may be determined by the information presented on its return Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments Form 990 page 4 Reconciliation of Revenue per Audited Reconciliation of Expenses per Audited Financial Statements with Revenue per Financial Statements with Expenses per Return (See page 26 of the instructions ) Return a Total revenue, gains, and other support a Total expenses and losses per iii iiiiiiiiiiii per audited financial statements audited financial statements t a 1, 926 b Amounts included online a but not on b Amounts included on line a but not line 12, Form 990 on line 17, Form 990 (1) Net unrealized gains (1) Donated services on investments and use of facilities (2) Donated services (2) Prior year adjustments and use of facilities reported on line 20, (3) Recoveries of prior Forth 990 year grants (3) Losses reported on (4) Other (specify) line 20, Form 990 $ ---- (4) Other (specify)

Add amounts on lines (1) through (4) " b . . . § ~ /// Add amounts on lines (1) through (4)" b c Line a minus line b ~ c 2,069,836 c Line a minus line b ~ c 1,926,81 06 d Amounts included on line 12, d Amounts included on line 17, Form 990 but not on line a" Form 990 but not on line a: (1) Investment expenses (1) Investment expenses not included on line not included on line 6b, Form 990 $ 6b, Form 990 (2) Other (specify) (2) Other (specify) / PROMISES TO ~~~~~ GIVE $ 33 .374 Add amounts on lines (1) and (2) " d Add amounts on lines (1) and (2) " d 33, 374 e Total revenue per line 12, Form 990 e Total expenses per line 17, Form 990 line c plus line d " e 2,069,836 line c plus line d " e 1 960 190 ~/ List of Officers, Directors, Trustees, and Key Employees (List each one even ii not compensated, see page 26 of the instructions ) (C) Compensation (D) CprcnWtms to (E) Expense (B) Title and average hours per (A) Name and address weak devoted to position I (n not paid, enter I emp!ayee Oacfil *n ; 8 I axount and other

SEE ATTACHED SCHEDULE

75 Did any officer, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related organizations, of which more than $10,000 was provided by the related organizauons7 " ~ Yes ~ No If "Yes," attach schedules-see page 26 of the instructions

Fom, 990 (2002) Form 990 Other Information See page 27 of the instructions ) Yes No 76 . Did the organization engage in any activity not previously reported to the IRS If "Yes," attach a detailed description of each actmty 76 X 77 Were any changes made in the organizing or governing documents but not reported to the IRS » It "Yes," attach a conformed copy of the changes 78a Did the organization have unrelated business gross income of $7,000 or more during the year covered by this return? 78a X b If "Yes," has it tiled a tax return on Form 990-T for this yeaf9 78b N A A 79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attach a statement 79 X BOa Is the organization related (other than by association with a statewide or nationwide organization) through common membership, governing bodies, trustees, officers, etc , to any other exempt or nonexempt organization? 80a X b If "Yes," enter the name of the organization " . .. .. and check whether it is 0 exempt or 0 nonexempt Bta Enter direct or indirect political expenditures See line 81 instructions I++1 a I b Did the organization file Form 1120-POL for this year? 8?a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value? b If "Yes," you may indicate the value of these items here Do not include this amount as revenue in Part I or as an expense m Part II (See instructions in Part III ) 182b I 83a Did the organization comply with the public inspection requirements for returns and exemption applications? b Did the organization comply with the disclosure requirements relating to quid pro quo contributions 84a Did the organization solicit any contributions or gifts that were not tax deductible? b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? 85 501(c)(4), (5), or (6) organizations a Were substantially all dues nondeductible by members b Did the organization make only in-house lobbying expenditures of $2,000 or less? If "Yes" was answered to either 85a or BSb, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year c Dues, assessments, and similar amounts from members it= I d Section 162(e) lobbying and political expenditures e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices f Taxable amount of lobbying and political expenditures (line 85d less SSe) 185f I g Does the organization elect to pay the section 6033(e) tax on the amount on line 851? h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax yeah 86 501(c)(l) orgs Enter a Initiation fees and capital contributions included on line 12 b Gross receipts, included on line 12, for public use of club facilities 86b 87 501(c)(72) orgs Enter a Gross income from members or shareholders b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them ) 87b 88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301 7701-2 and 301 7701-39 If "Yes," complete Part IX 89a 507(c)(3) organizations Enter Amount of tax imposed on the organization during the year under section 4911 " , section 4912 " , section 4955 b 501(c)(3) and 501(c)(4) orgs Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach a statement explaining each transaction 89b X c Enter Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 d Enter Amount of tax on line 89c, above, reimbursed by the organization 90a List the states with which a copy of this return is filed " . b Number of employees employed in the pay period that includes March 12, 2002 (See instructions) 1 90b I -0- 91 The books are in care of " MARX BETH BEATTY Telephone no " (312_) 861-2381 _ Located at " 200_EAST RANDOLPH_DRIVE, CHICAGO, IL Zip, q j,. 60601 92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1047--Check here P~ 0 and enter the amount of tax-exempt interest received or accrued during the tax year " I 92 I Fog 990 (2002) Form 990 (2002) s

Note Enter gross amounts unless othenv se Unrelated business incort Excluded by section 512 513, or 514 (E) indicated (A) lel (C) (D) e x Xnepattef u not ion Business code Amount :xclusion code Amount 93 Program service revenue - I income a - b c d e f Medicare/Medicaid payments g Fees and contracts from government agena :s 94 Membership dues and assessments 95 Interest on savings and temporary cash uivestmeiiis 96 Dividends and interest from securities 97 Net rental income or (loss) from real estate a debt-financed property b not debt-financed property 98 Net rental income or (loss) from personal property 99 Other investment income 100 Gain or (loss) from sales of assets other than inventory 101 Net income or (loss) from special events 102 Gross profit or (loss) from sales of inventory 103 Other revenue a b c d e 104 Subtotal (add columns (B), (D), and (E)) ~///////~////////~ 11,1201 105 Total (add line 104, columns (B), (D) and (E)) // 11,120 Note Line 105 plus line l d. Part l. should equal the amount on line 12. Part I Relationship of Activities to the Accomplishment of Exem pt Purposes See page 32 of the instructions Line No Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes)

and Disregarded Entities (See oaae 32 of the instructions

Name address, and EIN of corporation I Percentage of I Nature of activities I Total income

(a) Did the organization, during the year, receive any funds, directly or (b) Did the organization, during the year pay premiums, Note 11 "Yes" to (6), ode Form 8870 and Form 4 720 (see Under penalt of penury I d lara that I have examined this i and beliel it .s true cosec d complete Declarat of pre Please Sign ' Signature o1 o cer Here _ _ _ _ _

Type or print nalwe and title

Preparei s' Paid signature Pfeparers Firm s name (or yours TSB Oflry if sell-employed) address and ZIP r 4 1 SCHEDULE A Organization Exempt Under Section 501(c)(3) OMB NO 1545-0047 (Form 9W Of 99aFZ) (Except Private Foundation) end Section 501(e). 501(f), 507(k), i 501(n), or Section 4947(a)(1) Nonexempt Charitable Trust Supplementary Information-iS ee-See separate instructions .) SOOQ s,tsrorw~ sake " MUST be completed by the above organizations and attached to their Farm 890 or 990-EZ Name of the organization Employer identification number KIRKLAND 6 ELLIS FOUNDATION 36 3160355 Compensation of the Five Highest Paid Employees Other Than Otricers, Directors, and Trustees (See page 1 of the instructions List each one If there are none, enter "None ") address Title (0) Contributions to (e) Enpensa (a) Name and of won employee paid more (b) end average hours (c) Compensation mployee benefit plans d account and other than $50.ooo par week devoted to pmbor, deferred wm ensahon allowances

NONE

Total umber of other employees paid over 350,OOO 0 Compensation of hive Highest Paid Independent Contractors for Professional Services (See page 2 of the instructions List each one (whether individuals or firms) If there are none, enter "None ")

(e) Name and address of each Independent contractor paid more than 550,000 (E) Type of service (c) Compensation

NONE

Total number of others receiving over 350,000 for professional services

For Paperwork Reduction Act No6n, we the Instructions for Forth 990 and Forth 990.Q. Cat No 71285E Schedule A (Forth 89U or 990-EZ) 2W2 Schedule A (Form 990 or 2002 0! Ma Statements About Activities (See page 2 of the instructions) No

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

e Furnishing of goods, services, or facilities?

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)?

e Transfer of any part of its income or assets?

3 Does the organization make grants for scholarships, fellowships, student loans, etc 9 (See Note below 4 Do you have a section 403(b) annuity plan for your employees Note: Attach a statement to explain how the organization determines that individuals or organizations receiving grants or loans from if in furtherance o/ its charitable prourams "qualify" to receive payments

FURM Reason for Non-Private Foundation Status (See pages 3 through 5 of the instructions )

me organization is not a private foundation because it is (Please check only ONE applicable box ) 5 El A church, convention of churches, or association of churches Section 170(b)(1)(A)(Q 6 El A school Section 170(b)(1)(A)(u) (Also complete Part V 7 El A hospital or a cooperative hospital service organization Section 170(b)(1)(A)(uQ 8 El A Federal, state, or local government or governmental unit Section 170(b)(1)(A)(v) 9 1:1 A medical research organization operated in conjunction with a hospital Section 170(b)(1)(A)(n) Enter the hospital's name, city, and state " . . 10 0 An organization operated for the benefit of a college or university owned or operated by a governmental unit Section 170(b)(1)(A)(rv) (Also complete the Support Schedule in Part IV-A ) 11a El M organization that normally receives a substantial part of its support from a governmental unit or from the general public Section 170(b)(1)(A)(vp (Also complete the Support Schedule in Part IV-A) 11b 0 A community trust Section 170(b)(1)(A)(vQ (Also complete the Support Schedule in Part IV-A ) 12 ~ M organization that normally receives (1) more than 33Ya% of its support from contributions, membership fees, and gross receipts from activities related to its charitable, etc , functions-subject to certain exceptions, and (2) no more than 33%a% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975 See section 509(a)(2) (Also complete the Support Schedule in Part IV-A ) 13 0 An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described in (1) lines 5 through 12 above, or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2) (See section 509(a)(3) I Provide the following information about the supported organizations (See page 5 of the instructions ) (b) Line number (a) Name(s) of supported organization(s) from above ,r

74 E] An organization organized and operated to test for public safety Section 509(a)(4) (See page 5 of the instructions ) Schedule A (Forth 990 or 99p_Ez) pppp Schedule A (Farm 990 or 990.E 2002 Page .3 ~ Support Schedule (Complete only if you checked a box on line 10, 11, or 12 ) Use cash method of accounting Note : You may use the worksheet in the instructions for converting from the accrual to the cash method of accounting Calendar year (or fiscal year beginning in) " (a) 2001 (b) 2000 (c) 1999 (d) 1998 (e) Total 15 Gifts, grants, and contributions received (Do not include unusual grants See line 28) 2 .558 .509 1 .728 .682 1 1 . 792, 254 1 .753 . 765 7 .833 .210 16 Membership fees received 17 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities m any activity that is related to the

18 Gross income from interest, dividends, amounts received horn payments on Securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income Qess section 511 taxes) from businesses acquired by the organization after June 3o,1975 26,539 40 .892 38 , 852 37,197 143,480 19 Net income horn unrelated business activities not included in line 18 20 Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf 21 The value of services or facilities furnished to the organization by a governmental unit without charge Do not include the value of services of facilities generally furnished to the public without charge 22 Other income Attach a schedule Do not include gain or poss) from sale of capital assets 23 Total oflines i5through 22 ~ 2,585,04 1,769 574 1 , 831 , 106 1 , 790 , 962 7 , 976 , 690 24 Line 23minus line n 2,585,048 L,769,574 1,831,106 1,790,962 1 7 , 976 , 690 25 Enter 1% of line 23 25 .850 17 .696 18 .311 17 .910 G. 26 Organizations described on lines 10 or 11 a Enter 2% of amount in column (e), line 24 No 26a b Prepare a list for your records to show the name of and amount contributed by each person (other than a j governmental unit or publicly supported organization) whose total gigs for 7998 through 2001 exceeded the amount shown in line 26a Do not file this list with your return Enter the total of all these excess amounts " 26b c Total support for section 509(a)(1) test Enter line 24, column (e) po 26c d Add Amounts from column (e) for lines 18 19 22 26b 1, 26d e Public support (line 26c minus line 26d total) " 28e l Public support percentage (line 26e (numerator) divided by line 26e (denominator)) " 2sr 27 Organizations described on line 12" a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person " Do not file this list with your return. Enter the sum of such amounts for each year

(toot) . 253,936_ __ (2000) 217,948 ___ __ (1999) _232,313 . (1998) __ 392,394 b For any amount included in line 17 that was received from each person (other than "disqualified persons', prepare a list for your records to show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 (Include in the list organizations described in lines 5 though 11, as well as individuals ) Do not file this list with your retain. After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year (2001) ...... (2000) . . . (1999) ...... (1998) ......

c Add Amounts from column (e) for lines 15 7,833 ;210 16 17 20 21 " 27e 7 d Add Line 27a total 1,096,591 and line 27b total fi~ 27d 1 e Public support Qine 27c total minus line 27d total) ji~ 27e 6 f Total support for section 509(a)(2) test Enter amount from line 23, column (e) " 27f 7 , 976,670 W//1 FR g Public support percentage (line 27e (numerator) divided by line 27f (denominator)) " 27 h Investment income percentage (line 18, column (e) (numerator) drvrded by line 27t Idenominatorll " 27n 28 Unusual Grants: For an organization described in line 10, 11, or 12 that received any unusual grants during 7998 through 2001, prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant Do not file this list witty your retain. Do not include these grants m line 15 SChldWa A (Forth 990 or 98o-EZ) 20D4 Schedule A (Form 990 or 990-En 2002 Page 4 Private School Questionnaire (See page 7 of the instructions) (To be completed ONLY by schools that checked the box on line 6 in Part I~ N/A _ No 29 Does the organization have a racially nondiscnminatory policy toward students by statement m its charter, bylaws, Yes other governing instrument, or in a resolution of its governing body? 30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships 31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the penod of solicitation for students, or during the registration period d it has no solicitation program, in a way that makes the policy known to all parts of the general community it serves? If "Yes," please describe, if "No," please explain -(It you need more space, attach a separate statement ) ------32 Does the organization maintain the following ------a Records indicating the meal composition of the student body, faculty, and administrative stall? b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? e Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student admissions, programs, and scholarships? d Copies of all material used by the organization or on it behalf to solicit contributions?

If you answered "NO" to any of the above, please explain (If you need more space, attach a separate statement

------33 Does the organization discnminate by race in any way with respect to

a Students' rights or privileges?

b Admissions policies

c Employment of faculty or administrative staff?

d Scholarships or other financial assistance

e Educational policies?

If Use of facilities?

g Athletic programs

h Other extracurricular activities?

If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement ~ ------

34a Does the organization receive any financial aid or assistance from a governmental agency?

b Has the organization's right to such aid ever been revoked or suspended? Ii you answered "Yes" to either 34a or b, please explain using an attached statement

35 Does the organization certify that it has complied with the applicable requirements of sections 4 01 through 4 OS of Rev Proc 75-50, 1975-2 C B 587, covering meal nondiscrimination? It "NO," attach an explanation or 990 or 990-FS) 2002 Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions ) (To be completed ONLY by an eligible organization that filed Form 5768) N/A Check " a 0 it the organization belongs to an affiliated group Check " b 0 it you checked "a" and "limited control" (b) Limits on Lobbying Expenditures Affibated group To be completed totals for ALL electing (The term "expenditures" means amounts paid or incurred ) organizations 38 Total lobbying expenditures to influence public opinion (grassroots lobbying) 36 37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37 38 Total lobbying expenditures (add lines 36 and 37) 38 39 Other exempt purpose expenditures 40 Total exempt purpose expenditures (add lines 38 and 39) 41 Lobbying nontaxable amount Enter the amount from the following table-- If the amount on line 40 is- The lobbying nontaxable amount is- Not over $500,000 20% of the amount on line 40 Over $500,000 but not over $7,000,000 $100,000 plus 15% of the excess over $500,000 Over SS,OOO,OW but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 Over $1,500,000 but not aver $71,000,000 $225,000 plus 5% of the excess over $1,500,000 Over $77,000,000 $7,000 .000 42 Grassroots nontaxable amount (enter 25°.6 of line 41) 43 Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 44 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38

Cavbon : N there is an amount on either line 43 or line 44, you must file form 4720 4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 507(h) election do not have to complete all of the five columns below See the instructions for lines 45 through 50 on page 11 of the instructions

Lobbying Expenditures During 4-Year Averaging Period Calendar year (or (a) I (b) I (c) ~ (d) I (e) fiscal year beginning in) I~ 2002 2001 2000 1999 Total

45 Lob6 nontaxable amount

48 Lobh ceiling amount (150% of line

47 Total yang expenditures

48 Grassroots nontaxable amount

49 Grassroots ceiling amount (150% of line 48(e))

50 Grassroots Activity that did not complete Part 11 of the instructions

During the year, did the organization attempt to influence national, state or local legislation, including any yes No Amount attempt to influence public opinion on a legislative matter or referendum, through the use of a Volunteers b Paid staff or management (Include compensation in expenses reported on lines c through h ) e Media advertisements d Mailings to members, legislators, or the public e Publications, or published or broadcast statements f Grants to other organizations for lobbying purposes g Direct contact with legislators, then staffs, government officials, or a legislative body h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means i Total lobbying expenditures (Add lines c through h ) ix It "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying aclrvities ScheAuN A (Form 990 or 98D-EZ) 20p2 Schedule A (Form 990 or 990-EZ) 2002 Pee s Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations (See page 12 of the instructions) 51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting organization to a noncharitable exempt organization of (i) Cash (if) Other assets b Other transactions (i) Sales or exchanges of assets with a noncharitable exempt organization (n) Purchases of assets from a noncharitable exempt organization (w) Rental of facilities, equipment, or other assets U III (iv) Reimbursement arrangements (v) Loans or loan guarantees (vi) Performance of services or membership or fundraising solicitations Shanng of facilities, equipment, mailing lists, other assets, or paid employees McX It the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting organization It the organization received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received is I roi I a~ I (m one no Amount involved Name of nonchantable exempt organinlion Descnpbon of translers transactions and sharing arrangements

52a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527 " El Yes Q No b If "Yes." complete the following schedule (a) fbl k) Name of organuauon Type of organization Descnixtion of relationship

or 990-EZ) PrImeAm ncycM pspir KIRKLAND 8 ELLIS FOUNDATION EIN #36J160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE I - NON-MATCHING CONTRIBUTIONS DISBURSED

AIDS LEGAL COUNCIL OF CHICAGO 4,000 AIDS WALK LA 245 ALL STARS PROJECT INC 200 ALLIANCE FOR CHILDREN'S RIGHTS 3,350 ALZHEIMERS ASSOCIATION 285 AMERICAN BANKRUPTCY INSTITUTE 2,000 AMERICAN BAR ASSOCIATION FND FOR JUSTICE/EDUCATION 100 AMERICAN CANCER SOCIETY 3,366 AMERICAN DIABETES ASSOCIATION 330 AMERICAN ENTERPRISE INSTITUTE 4,150 AMERICAN HEART ASSOCIATION 8,767 AMERICAN INSTITUTE FOR CANCER RESEARCH 200 AMERICAN INSTITUTE FOR CONTEMPORARY GERMAN STUDIES 4,667 AMERICAN JEWISH COMMITTEE 500 AMERICAN JEWISH HISTORICAL SOCIETY 700 AMERICAN REFUGEE COMMITTEE 1,500 ANTI CRUELTY SOCIETY 100 ANTI-DEFAMATION LEAGUE 5,667 AON MEMORIAL FUND 667 APPLESEED FOUNDATION 3,065 ARMENIAN BAR ASSOCIATION 1,000 ARMY EMERGENCY RELIEF FUND 100 ART INSTITUTE OF CHICAGO 2,000 ASIAN AMERICAN BAR ASSOCIATION OF NEW YORK 1,000 ASIAN PACIFIC AMERICAN BAR ASSOC EDUCATIONAL FUND 2,500 ASIAN PACIFIC AMERICAN LEGAL CENTER 4,258 ASPEN INSTITUTE 17,750 ASSOCIATION OF THE BAR/CITY OF NEW YORK FUND, INC 500 ATLANTIC COUNCIL OF THE UNITED STATES 6,667 AUXILIARY OF EVANSTON NORTHWESTERN HEALTHCARE 300 GAIN CAPITAL CHILDREN'S CHARITIES LTD 125,000 BERKELEY CENTER FOR LAW 8 TECHNOLOGY 10,000 BEST BUDDIES 667 BETTER GOVERNMENT ASSOCIATION 2,000 BNAI ZION FOUNDATION 3,333 BOYS HOPE/GIRLS HOPE 10,000 BRANDEIS UNIVERSITY 500 BROADCASTERS' FOUNDATION 5,000 BUILDING OUR FUTURE 6,666 CABIN JOHN VOLUNTEER FIRE DEPARTMENT 100 CARPLS 2,500 CHARLES E SMITH JEWISH DAY SCHOOL 7,048 KIRKLAND 8 ELLIS FOUNDATION EIN #36J160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE I - NON-MATCHING CONTRIBUTIONS DISBURSED

CHICAGO AREA COUNCIL, BOY SCOUTS OF AMERICA 3,334 CHICAGO BAR ASSOCIATION 4,100 CHICAGO CARES 6,000 CHICAGO CHILD CARE SOCIETY 5,000 CHICAGO CHILDREN'S MUSEUM 2,125 CHICAGO CLASSICAL RECORDING FOUNDATION 2,500 CHICAGO COMMONS 3,334 CHICAGO COMMUNITIES IN SCHOOLS INC 10,000 CHICAGO COUNCIL ON FOREIGN RELATIONS 13,000 CHICAGO FOUNDATION FOR WOMEN 167 CHICAGO HISTORICAL SOCIETY 2,000 CHICAGO HUMANITIES FESTIVAL 23,733 CHICAGO LAWYERS' COMMITTEE/CIVIL RIGHTS UNDER LAW 49,260 CHICAGO LEGAL CLINIC INC 2,000 CHICAGO SHAKESPEARE THEATRE 15,000 ORCHESTRA 2,000 CHICAGO SYMPHONY ORCHESTRA 52,500 CHICAGO VOLUNTEER LEGAL SERVICE FOUNDATION 25,000 CHILDREN'S BUREAU/PRESIDENTS INVITATIONAL 3,333 CHILDREN'S MEMORIAL FOUNDATION 100 CHURCHILL CENTER 200 CITY BAR FUND 10,000 CITY YEAR CHICAGO 5,000 COLUMBIA JOURNAL OF TRANSACTIONAL LAW 500 THE COMMERCIAL CLUB FOUNDATION 12,500 CONGREGATION BETH EL 1,150 CONSTITUTIONAL RIGHTS FOUNDATION 3,333 COUNCIL FOR COURT EXCELLENCE 2,800 12,667 COWBOY DREAMS OF ILLINOIS 3,334 CPR INSTITUTE FOR DISPUTE RESOLUTION 6,000 CROHN'S COLITIS FOUNDATION 3,800 CYSTIC FIBROSIS FOUNDATION 1,866 DARE 190 DAMON RUNYON CANCER RESEARCH FOUNDATION 667 DANA FARBER CANCER INSTITUTE 32,400 DC BAR PRO BONG PROGRAM 2,500 DC SPECIAL OLYMPICS 100 DEPAUL UNIVERSITY COLLEGE OF LAW 6,000 DRUM MAJOR INSTITUTE 8,667 DUSABLE MUSEUM OF AFRICAN AMERICAN HISTORY 3,333 ERIKSON INSTITUTE 2,000 KIRKLAND 8 ELLIS FOUNDATION EIN #363160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part 11 - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE I - NON-MATCHING CONTRIBUTIONS DISBURSED

EVERYBODY WINS 20,920 FACING HISTORY AND OURSELVES 1,667 THE FAMILY TREE 3,667 THE FEDERALIST SOCIETY 3,240 FIGHT FOR CHILDREN 4,500 THE FOUNDATION FIGHTING BLINDNESS 333 FOUNTAIN HOUSE 3,666 FRANCIS W PARKER SCHOOL 500 FRIENDS OF THE NATIONAL ZOO 2,000 GATEWAY CHARITABLE FOUNDATION 1,887 13,000 GREATER CHICAGO FOOD DEPOSITORY 4,000 HARMONY HOUSE 100 HARVARD BLACK LAW STUDENTS ASSOCIATION 500 HARVARD JOURNAL OF LAW 8 PUBLIC POLICY 1,000 HARVARD LAW SCHOOL FUND 5,750 HISPANIC ALLIANCE FOR CAREER ENHANCEMENT 2,110 HOMELESS ASSISTANCE PROJECT 1,120 HOPE FOUNDATION 4,200 HORIZONS STUDENT ENRICHMENT PROGRAM 1,080 HOUSING OPPORTUNITIES FOR WOMEN 2,100 I HAVE A DREAM FOUNDATION 667 ILLINOIS INSTITUTE OF TECHNOLOGY 100 INDEPENDENT LABORATORIES INSTITUTE 1,667 THE INITIATIVE FOR PUBLIC INTEREST LAW AT YALE 1,000 INNER CITY LAW CENTER 467 JAPAN AMERICA SOCIETY OF CHICAGO 500 JEWISH COMMUNITY RELATIONS COUNCIL OF NEW YORK 6,667 JEWISH COUNCIL ON AGING 1,100 JEWISH FEDERATION OF WASHINGTON 500 JEWISH UNITED FUND OF METROPOLITAN CHICAGO 38,253 JOHN CARROLL SOCIETY 800 JOHN G 10,000 JUVENILE DIABETES RESEARCH FOUNDATION 887 KEEP AMERICA BEAUTIFUL 16,667 LAKE FOREST COUNTRY DAY SCHOOL 6,250 LAMBDA LEGAL 880 LATIN AMERICAN POLICE ASSOCIATION 250 LAWYERS' COMMITTEE FOR BETTER HOUSING INC 3,334 LAWYERS COMMITTEE FOR CIVIL RIGHTS UNDER LAW 8,600 LAWYERS COMMITTEE FOR HUMAN RIGHTS 1,000 THE LEAGUE TREATMENT CENTER 6,667 KIRKLAND 8 ELLIS FOUNDATION EIN #36J160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II -Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE I - NON-MATCHING CONTRIBUTIONS DISBURSED

LEGAL AID BUREAU 1,700 LEGAL AID SOCIETY 89. LEGAL AID SOCIETY OF THE DISTRICT OF COLUMBIA 10,000 LEGAL AID SOCIETY, VANDERBILT LAW SCHOOL 500 LEGAL ASSISTANCE FOUNDATION OF CHICAGO 51,580 LEUKEMIA 8 LYMPHOMA SOCIETY 14,525 LINCOLN PARK ZOO 100 LOS ANGELES COUNTY BAR ASSOCIATION 733 LUTHERAN FAMILY AND COMMUNITY SERVICES INC 540 LUTHERAN GENERAL HOSPITAL 50 MAKE A WISH FOUNDATION 100 MANASQUAN FIRST AID SQUAD 100 MARCH OF DIMES 5,000 MARWEN FOUNDATION 2,333 MEDAL OF VALOR FOUNDATION 333 METROPOLITAN FAMILY SERVICES 700 MEXICAN AMERICAN LEGAL DEFENSE 8 EDUCATIONAL FUND 2,150 MIDWEST IMMIGRATION & HUMAN RIGHTS CENTER 500 MINORITY CORPORATE COUNSEL ASSOCIATION 8,917 MISERICORDIA HEART OF MERCY 3,333 MULTIPLE SCLEROSIS SOCIETY 500 MUSEUM OF CONTEMPORARY ART 11,100 MUSIC OF THE BAROQUE 12,887 NATIONAL ACADEMY FOUNDATION 6,667 NATIONAL ASSOCIATION OF INVESTMENT COMPANIES 3,333 NATIONAL BREAST CANCER COALITION 3,300 NATIONAL CENTER FOR STATE COURTS 2,000 NATIONAL CENTER ON POVERTY LAW INC 2,500 NATIONAL FOUNDATION FOR FACIAL RECONSTRUCTION 6,000 NATIONAL FOUNDATION FOR TEACHING ENTREPRENEURSHIP 1,667 NATIONAL INSTITUTE FOR TRIAL ADVOCACY 7,500 NATIONAL JUDICIAL COLLEGE 5,000 NATIONAL LEGAL AID AND DEFENDER ASSOCIATION 9,750 NATIONAL MULTIPLE SCLEROSIS SOCIETY 275 NATIONAL TIME MUSEUM OF CHICAGO 5,000 NATURE CONSERVANCY 150 NATURE CONSERVANCY OF ALASKA 13,000 NEW YORK UNIVERSITY SCHOOL OF LAW 400 NORTH SHORE ANIMAL LEAGUE 250 NORTH SHORE CONGREGATION ISRAEL 953 NORTH SHORE SENIOR CENTER 5,000 NORTHWESTERN UNIVERSITY SCHOOL OF LAW 24,500 KIRKLAND 8 ELLIS FOUNDATION EIN #36.3160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE 1 - NON-MATCHING CONTRIBUTIONS DISBURSED

NY UNIVERISTY-INSTITUTE OF JUDICIAL ADMINISTRATION 3,334 NYC 2012 10,000 ORLANDO REGIONAL HEALTHCARE FOUNDATION 100 OUTERVENTION INC 5,000 PLANNED PARENTHOOD/CHICAGO AREA 1,000 PMClfHE JIMMY FUND 1,152 PORT DISCOVERY (THE CHILDRENS MUSEUM IN BALTIMORE) 1,667 PRO BONG PARTNERSHIP 6,667 PROJECT YESS 667 PROVIDENCE HEALTH FOUNDATION 6,500 PUBLIC COUNSEL 6,667 PUBLIC INTEREST LAW FOUNDATION AT COLUMBIA 500 PUBLIC INTEREST LAW INITIATIVE 32,486 RAINFOREST ALLIANCE 1,667 RESTON RAIDERS HOCKEY CLUB 350 REVLON RUN/WALK FOR WOMEN 105 RIVERSIDE SYMPHONY INC 580 S L E FOUNDATION 6,667 SECOND STAGE THEATRE 13,830 THE SHAKESPEARE THEATRE 2,500 ST LOUIS VARIETY CLUB 1,350 ST PATRICK CHURCH 175 ST RITA HIGH SCHOOL 1,000 STANFORD PUBLIC INTEREST LAW FOUNDATION 1,000 STANFORD UNIVERSITY 5,000 STARLIGHT CHILDREN'S FOUNDATION 2,000 STEPPENWOLF THEATRE COMPANY 10,000 THIRTEEN 10,000 THURGOOD MARSHALL ACADEMY 2,000 TOYS FOR TOTS 390 UCLA FOUNDATION/SCHOOL OF LAW 8,000 UCLA PUBLIC INTEREST LAW FOUNDATION 500 UJA FEDERATION OF NEW YORK 27,900 UNCFITHE COLLEGE FUND 125 UNITED STATES HOLOCAUST MUSEUM 500 UNIVERSITY OF CHICAGO - LAW SCHOOL 28,600 UNIVERSITY OF CHICAGO GRADUATE SCHOOL OF BUSINESS 500 UNIVERSITY OF CHICAGO MEDICAL CENTER 334 UNIVERSITY OF IOWA 100 UNIVERSITY OF MICHIGAN 30,696 UNIVERSITY OF VIRGINIA 1,000 THE URBAN DOVE 267 KIRKLAND S ELLIS FOUNDATION EIN #36-3160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE I - NON-MATCHING CONTRIBUTIONS DISBURSED

URBAN JUSTICE CENTER 540 USC PUBLIC INTEREST LAW FOUNDATION 1,000 VOGEL ALCOVE CHILDCARE CENTER FOR THE HOMELESS 1,000 WASHINGTON BACH CONSORT 5,000 WASHINGTON LAWYERS' COMMITTEE FOR CIVIL RIGHTS 9,594 WASHINGTON LEGAL CLINIC FOR THE HOMELESS INC 1,000 WEINGART ELA YMCA 200 WESTERN CENTER ON LAW & POVERTY 8,000 WETA 50 WOLF TRAP FOUNDATION FOR THE PERFORMING ARTS 3,334 WOMEN LAWYERS ASSOCIATION OF LOS ANGELES 400 WOMEN'S ASSOCIATION OF THE CSO 5,200 WOMEN'S BAR ASSOCIATION OF DISTRICT OF COLUMBIA 1,000 WOMEN'S BOARD BOYS & GIRLS CLUBS OF CHICAGO 8,687 WOODLEY HOUSE INC 3,333 YOUTH AUTOMOTIVE TRAINING CENTER 10,000 YOUTHINC 887 YOUTH RENEWAL FUND 8,500

TOTAL NON-MATCHING CASH CONTRIBUTIONS DISBURSED 1,383,645

TOTAL MATCHING CASH CONTRIBUTIONS DISBURSED (SCHEDULE II) 576,282

TOTAL CONTRIBUTIONS DISBURSED 1,959,927 KIRKLAND 8 ELLIS FOUNDATION EIN #36-3160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

EDUCATIONAL INSTITUTIONS ALBION COLLEGE 250 ALLENDALE COLUMBIA SCHOOL 100 AMERICAN FRIENDS FUND/INSTITUTE FOR US STUDIES 2,000 AMERICAN FRIENDS FUND/INSTITUTE OF US STUDIES 500 AMERICANS FOR OXFORD INC 250 AMHERST COLLEGE 3,850 ANDERSON SCHOOLS OF MANAGEMENT FOUNDATION 500 ARAPAHOE CHARTER SCHOOL 250 ARIZONA SENIOR ACADEMY 500 ARMENIAN SISTER'S ACADEMY 300 AUSTIN COLLEGE 100 AVERY COONLEY SCHOOL 400 BELOIT COLLEGE 250 BERNARD 2ELL ANSHE EMET DAY SCHOOL 750 BEVERLY HILLS CHURCH PRESCHOOL 200 BOALT HALL 150 BOSTON UNIVERSITY SCHOOL OF LAW 200 BRADLEY UNIVERSITY 200 BRANDEIS UNIVERSITY 250 BREBEUF PREPARATORY SCHOOL 500 BRIGHAM YOUNG UNIVERSITY 2,000 BROOKLYN ACADEMY OF MUSIC 575 BROWN ANNUAL FUND 500 BRUNSWICK SCHOOL 3,250 CARDOZO SCHOOL OF LAW 100 CARROLL COLLEGE 100 CATHOLIC CENTRAL HIGH SCHOOL 500 CENTRE COLLEGE 300 CERES HIGH SCHOOL 500 CHADWICK SCHOOL 1,500 CHAMINADE COLLEGE PREPARATORY 250 CLARK UNIVERSITY 150 CLEMSON FUND 100 COLLATE UNIVERSITY 500 COLLEGE OF LABOR & EMPLOYMENT LAWYERS, INC 1,000 COLUMBIA UNIVERSITY LAW SCHOOL 800 CONCORDIA COLLEGE 50 CORNELL COLLEGE 150 CORNELL LAW SCHOOL 100 CORNELL UNIVERSITY 2,600 CORPUS CHRISTI SCHOOL 50 COUNTRYSIDE MONTESSORI SCHOOL 500 DARTMOUTH COLLEGE 900 DAVIDSON COLLEGE 1,500 KIRKLAND 8 ELLIS FOUNDATION EIN #36-3760355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

DEERFIELD ACADEMY 550 DEERFIELD HIGH SCHOOL 50 DEPAUL UNIVERSITY 100 DEPAUL UNIVERSITY COLLEGE OF LAW 250 DETROIT COUNTRY DAY SCHOOL 625 DETROIT INSTITUTE OF ARTS 100 DUKE UNIVERSITY 200 EASTERN UNIVERSITY 500 EL RODEO SCHOOL 750 ELEANOR ROOSEVELT HIGH SCHOOL 100 FLETCHER SCHOOL OF LAW AND DIPLOMACY 250 FRANCIS W PARKER SCHOOL 3,300 FRANKLIN & MARSHALL COLLEGE 2,500 FRIENDS OF NEWBERRY 500 GEORGE SCHOOL 700 GEORGE WASHINGTON UNIVERSITY LAW SCHOOL 250 GEORGETOWN UNIVERSITY 3,300 GERMANISTIC SOCIETY OF AMERICA, QUADRILLE ACCOUNT 300 GLENCOE EDUCATIONAL FOUNDATION 4,500 GLENWOOD SCHOOL FOR BOYS 75 GRAND RAPIDS CHRISTIAN SCHOOLS 100 GRINNELL COLLEGE 160 GUSTAVUS ADOLPHUS COLLEGE 4,500 HALES FRANCISCAN HIGH SCHOOL 50 HAMILTON COLLEGE 55 HARVARD COLLEGE FUND 550 HARVARD LAW SCHOOL FUND 10,800 HARVARD-WESTLAKE SCHOOL 250 HASTINGS COLLEGE OF THE LAW 250 HAVERFORD COLLEGE 2,500 HAWAII PREPATORY ACADEMY 2,500 HAWKEN SCHOOL 100 HENRY GEORGE SCHOOL OF SOCIAL SCIENCE 75 HEWITT SCHOOL ANNUAL FUND 250 HOPE COLLEGE 100 HOPKINS SCHOOL 125 ILLINOIS INSTITUTE OF TECHNOLOGY 200 INDIANA UNIVERSITY 1,200 JOHN BURROUGHS SCHOOL 100 JOHNS HOPKINS UNIVERSITY 150 JOHNSON GRADUATE SCHOOL OF MANAGEMENT 100 KALAMAZOO COLLEGE 500 KNOX COLLEGE 1,050 LA SCUOLA D'ITALIA, G M 1,500 LACANADA FLINTRIDGE EDUCATIONAL FOUNDATION 800 LAKE FOREST COUNTRY DAY SCHOOL 3,750 KIRKLAND 8 ELLIS FOUNDATION EIN #36J160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

LANGLEY SCHOOL ANNUAL FUND 2,000 LAUREL HIGH SCHOOL 50 LAUREL SCHOOL 200 LEARN CHARTER SCHOOL 65 LOYOLA ACADEMY 850 LOYOLA UNIVERSITY 150 MACALESTER COLLEGE 250 MARIAN HIGH SCHOOL 125 MARIST HIGH SCHOOL 200 MARQUETTE HIGH SCHOOL 500 MARQUETTE UNIVERSITY 300 MARSHALL-WYTHE SCHOOL OF LAW 1,000 MATER DEI HIGH SCHOOL 100 MAYFIELD JUNIOR SCHOOL 4,250 MCINTIRE SCHOOL OF COMMERCE FOUNDATION 100 METHODIST THEOLOGICAL SCHOOL IN OHIO 100 MIDDLEBURY COLLEGE 350 MIT ALUMNI FUND 1,350 MORGAN PARK ACADEMY 1,500 MUNDELEIN COLLEGE 250 MUSIC INSTITUTE OF CHICAGO 150 NC STATE UNIVERSITY ALUMNI ASSOCIATION 1,000 NDSU DEVELOPMENT FOUNDATION 50 NEAR NORTH MONTESSORI SCHOOL 250 NEW COLLEGE FOUNDATION 100 NEW YORK UNIVERSITY 50 NICHOLS SCHOOL ANNUAL FUND 150 NORTE DAME LAW SCHOOL 1,500 NORTH CENTRAL COLLEGE 500 NORTHWESTERN UNIVERSITY 3,000 NORTHWESTERN UNIVERSITY MEDICAL SCHOOL 100 NORTHWESTERN UNIVERSITY SCHOOL OF LAW 3,275 NORWOOD SCHOOL 1,750 OAK PARK CHRISTIAN ACADEMY 2,000 OAK PARK FESTIVAL THEATRE 1,000 OHIO WESLEYAN UNIVERSITY 600 PENN STATE UNIVERSITY 100 PEPPERDINE UNIVERSITY 750 PLATO ACADEMY 1,000 PRINCETON PROJECT 55 500 PRINCETON UNIVERSITY 2,550 PURDUE FOUNDATION 250 QUINCY NOTRE DAME 100 RANDOLPH-MACON WOMAN'S COLLEGE 300 RICE UNIVERSITY 350 RONALD KNOX MONTESSORI SCHOOL 2,000 KIRKLAND 8 ELLIS FOUNDATION EIN #36J760355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

ROSE HULMAN INSTITUTE OF TECHNOLOGY 400 SAN ANTONIO DE PADUA PARISH SCHOOL 200 SCHOOL FOR CHILDREN OF HIDDEN INTELLIGENCE 180 SCRANTON PREPARATORY SCHOOL 2,500 SHADY HILL SCHOOL 350 SMITH COLLEGE 800 SOUTHERN ILLINOIS UNIVERSITY FOUNDATION 100 ST ANN SCHOOL 50 ST ANSELM ABBEY SCHOOL 1,750 ST ANSELM'S ABBEY SCHOOL 1,000 ST BERNARD'S CENTER FOR LEARNING 500 ST EDMUND SCHOOL 75 ST JOSEPH HIGH SCHOOL 500 ST JOSEPH'S INDIAN SCHOOL 125 ST LUKE SCHOOL ENDOWMENT FUND 1,250 ST MARY OF THE WOODS COLLEGE 100 ST MONICA'S ACADEMY 1,250 ST NORBERT COLLEGE 50 ST PETER & PAUL SCHOOL 1,000 ST SCHOLASTICA ACADEMY 50 ST SCHOLASTICA HIGH SCHOOL 250 ST THOMAS ACADEMY 750 ST VIATOR HIGH SCHOOL 250 SWARTHMORE COLLEGE 1,500 TEXAS A&M UNIVERSITY 250 THE CATHERINE COOK SCHOOL 1,000 THE HACKLEY SCHOOL 1,000 THE HILL SCHOOL 1,000 THE KEY SCHOOL 2,000 THE LATIN SCHOOL OF CHICAGO 2,050 THE STANFORD FUND 3,750 THE WESTERN FOUNDATION 3,500 TRINITY HIGH SCHOOL 1,000 TUFTS UNIVERSITY 1,000 UCLA FOUNDATION 100 UCLA FOUNDATION/SCHOOL OF LAW 100 UNIVERSITY OF CHICAGO 2,500 UNIVERSITY OF CHICAGO - LAW SCHOOL 12,650 UNIVERSITY OF CHICAGO LABORATORY SCHOOL 4,000 UNIVERSITY OF COLORADO FOUNDATION, INC 250 UNIVERSITY OF DETROIT JESUIT HIGH SCHOOL & ACADEMY 25 UNIVERSITY OF ILLINOIS FOUNDATION 250 UNIVERSITY OF ILLINOIS FOUNDATION 50 UNIVERSITY OF MICHIGAN 3,150 UNIVERSITY OF MICHIGAN - LAW SCHOOL FUND 2,150 UNIVERSITY OF NOTRE DAME 1,900 KIRKLAND 8 ELLIS FOUNDATION EIN #36J160355 Forth 880 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

UNIVERSITY OF NOTRE DAME LAW SCHOOL 2,000 UNIVERSITY OF PENNSYLVANIA 1,000 UNIVERSITY OF ROCHESTER 2,800 UNIVERSITY OF SOUTHERN CALIFORNIA 200 UNIVERSITY OF VERMONT 500 UNIVERSITY OF VIRGINIA SCHOOL OF LAW 800 UNIVERSITY SCHOOL 100 VALPARAISO UNIVERSITY SCHOOL OF LAW 75 VANDERBILT UNIVERSITY 75 VIRGINIA TECH ATHLETIC FUND 1,000 WABASH COLLEGE 500 WASHINGTON UNIVERSITY 1,800 WESTMINSTER SCHOOLS 150 WHEATON COLLEGE 1,300 WILLIAMS COLLEGE 125 WISCONSIN INSTITUTE FOR TORAH STUDIES 180 WOODLANDS ACADEMY OF THE SACRED HEART 250 YALE ALUMNI FUND 100 YALE LAW SCHOOL FUND 5,000 YALE UNIVERSITY 1,680 195,045

LAW ORIENTED INSTITUTIONS AMERICAN CIVIL LIBERTIES UNION FUND 500 APPLESEED FOUNDATION 1,000 CASA OF COOK COUNTY 100 CHICAGO COUNCIL OF LAWYERS 200 CHICAGO VOLUNTEER LEGAL SERVICE FOUNDATION 1,000 DC APPLESEED CENTER 250 DC BAR PRO BONO PROGRAM 100 DUKE PUBLIC INTEREST LAW FOUNDATION 450 LAMBDA LEGAL DEFENSE AND EDUCATION FUND INC 700 LEGAL AID SOCIETY OF NEW YORK 50 LEGAL AID SOCIETY OF THE DISTRICT OF COLUMBIA 500 NATIONAL CENTER ON POVERTY LAW INC 100 NITA SCHOLARSHIP FUND 500 PUBLIC INTEREST LAW INITIATIVE 350 SOUTHERN POVERTY LAW CENTER 250 WESTERN CENTER ON LAW 8 POVERTY 2,000 8,050

CULTURAL INSTITUTIONS ART INSTITUTE OF CHICAGO 1,740 AVALON THEATRE PROJECT 500 BLACK ENSEMBLE THEATER 50 KIRKLAND 8 ELLIS FOUNDATION EIN #36160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE 11 - MATCHING CONTRIBUTIONS DISBURSED

CAMPAIGN FOR THE WESTCHESTER CHILDREN'S MUSEUM 650 CHICAGO ARTISTS' COALITION 50 CHICAGO BOTANIC GARDEN 60 CHICAGO CLASSICAL RECORDING FOUNDATION 2,500 FOUNDATION 100 CHICAGO HUMANITIES FESTIVAL 2,500 CHICAGO OPERA THEATRE 2,500 CHICAGO PUBLIC RADIO 470 CHICAGO SHAKESPEARE THEATRE 1,100 CHICAGO SYMPHONY ORCHESTRA 605 CIVIC ORCHESTRA OF CHICAGO 50 EVANSTON HISTORICAL SOCIETY 250 FAUBOURG BALLET FOUNDATION 1,500 FIELD MUSEUM OF NATURAL HISTORY 80 GLIMMERGLASS OPERA 1,500 HUBBARD STREET DANCE CHICAGO 100 HYDE PARK ART CENTER 750 JOHN G SHEDD AQUARIUM 150 550 LIGHNING STRIKES THEATRE COMPANY 200 LINCOLN PARK ZOO 650 LIRA ENSEMBLE 100 LYRIC OPERA 650 METROPOLITAN MUSEUM OF ART 225 METROPOLITAN OPERA 2,500 METROPOLITAN OPERA GUILD 150 MUSEUM OF SCIENCE & INDUSTRY 2,500 MUSIC OF THE BAROQUE 1,900 NATURE CONSERVANCY 550 NATURE CONSERVANCY OF ALASKA 250 NATURE CONSERVANCY-ILLINOIS CHAPTER 2,300 RED ORCHID THEATRE 175 RIVERSIDE SYMPHONY INC 1,500 SOUTH COLONY PERFORMING ART CENTER 50 STAGE LEFT THEATRE 500 STEPPENWOLF THEATRE COMPANY 150 THE NATURE MUSEUM 500 THE NEOFUTURISTS 500 UPTOWN THEATRE AND CENTER FOR THE ARTS 250 50 WAMU 88 5 FM 350 WBEZ 91 5 FM 1,775 WEAR FOUNDATION 50 WETA 400 WFMT FINE ARTS CIRCLE 150 WHITNEY MUSEUM OF AMERICAN ART 500 KIRKLAND 8 ELLIS FOUNDATION EIN #36J160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

WHITNEY MUSEUM OF AMERICAN ART 1,250 WILDLIFE CONSERVATION SOCIETY 100 WTTVV/CHANNEL 11 7,335 WYNC FOUNDATION 100 39,395

SOCIAL, COMMUNITY AND HEALTH SERVICES ADAT ARI EL 1,800 AIDS PROJECT LOS ANGELES 350 AIDS WALK LA 330 AIDS WALK LOS ANGELES 150 AI DS/LI FECYCLE 150 AISH HATORAH 1,760 ALL STARS PROJECT INC 1,900 ALLIANCE FOR LUNG CANCER 50 ALLIANCE FOR LUPUS RESEARCH 350 ALLIANCE VISITING NURSE ASSOCIATON 8 HOSPICE 100 ALS ASSOCATION 600 ALZHEIMERS ASSOCIATION 2,025 AMERICAN ASSOCIATION OF UNIVERSITY WOMEN 50 AMERICAN CANCER SOCIETY 9,815 AMERICAN CIVIL LIBERTIES UNION 100 AMERICAN DIABETES ASSOCIATION 850 AMERICAN ENTERPRISE INSTITUTE 150 AMERICAN HEART ASSOCIATION 625 AMERICAN JEWISH COMMITTEE 500 AMERICAN LIVER FOUNDATION 350 AMERICAN LUNG ASSOCIATION 300 AMERICAN LUNG ASSOCIATION OF WASHINGTON 50 AMERICAN MARTYRS CATHOLIC CHURCH 1,000 AMERICAN RED MAGEN DAVID FOR ISRAEL 360 AMERICAN RESPIRATORY ALLIANCE 75 AMERICAN SOCIETY/PREVENTION OF CRUELTY TO ANIMALS 100 AMERICANS UNITED FOR LIFE 500 ANI & NAROD MEMORIAL FUND 1,000 ANIMAL ALLIES 75 ANIMAL ASSISTANCE FUND 500 ANIMAL LEGAL DEFENSE FUND 100 ANIMAL PROTECTION INSTITUTE 50 ANIMAL WELFARE LEAGUE 425 ANNUAL CATHOLIC APPEAL 525 ANTI CRUELTY SOCIETY 1,700 APNA GHAR INC 100 APOLLO CHORUS OF CHICAGO 550 ARA PARSEGHIAN MEDICAL RESEARCH FOUNDATION 250 ARIZONA COUNCIL FOR CASA INC 200 KIRKLAND & ELLIS FOUNDATION EIN #36160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

ARTHRITIS FOUNDATION 250 ARTHRITIS RESEARCH INSTITUTE OF AMERICA 50 ASHA FOR EDUCATION 250 ASIAN HEALTH SERVICES 2,185 ASSOCIATION OF VETERINARIANS FOR ANIMAL RIGHTS 50 A-T CHILDREN'S PROJECT 900 AUXILIARY OF EVANSTON NORTHWESTERN HEALTHCARE 1,250 AVON BREAST CANCER CRUSADE 150 AVON'S BREAST CANCER 3-DAY WALK 5,425 BECKET FUND 100 BENEDICTINE FOUNDATION 1,000 BENEDICTINE SISTERS OF CHICAGO 25 BENILDE-ST MARGARET'S 300 BENTON COMMUNITY SETTLEMENT 200 BEST FRIENDS ANIMAL SANCTUARY 150 BETH MEDRASH GOVOHA 350 BETTER BOYS FOUNDATION 100 BIG BROTHERS BIG SISTERS 50 BIKUR CHOLIM HOSPITAL 500 BISHOP'S LENTEN APPEAL 500 BOUNTIFUL BLESSINGS 450 BOXER REBOUND 600 BOY SCOUTS OF AMERICA 183 BOYS HOPE/GIRLS HOPE 1,750 BREAD FOR THE CITY, INC 825 BREAST CANCER RESEARCH FOUNDATION 50 BROADCASTERS' FOUNDATION 1,700 BROADWAY CARES/EQUITY FIGHTS AIDS 50 BROOKFIELD ZOO 331 BURDEN CENTER FOR THE AGING 250 C G JUNG INSTITUTE OF CHICAGO 250 CALUMET CITY CONGREGATION OF JEHOVAH'S WITNESSES 500 CALVARY MEMORIAL CHURCH 2,500 THE CAMPAGNA CENTER 300 CAMPAIGN FOR DRUG EDUCATION AWARENESS 100 CANAAN BAPTIST CHURCH 1,334 CANCER SUPPORT CENTER 50 CANDLELIGHTERS 1,500 CARDIAC ARRHYTHMIAS RESEARCH & EDUCATION FOUNATION 50 CARDINAL'S APPEAL 100 CARE FOUNDATION 500 CAREFIRST 1,000 CARTER CENTER 250 CATHOLIC CHARITIES 1,800 CATHOLIC CHARITIES OF ARCHDIOCESE OF WASHINGTON 1,400 CENACLE CONVENT 25 KIRKLAND 8 ELLIS FOUNDATION EIN #36160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

CENTER FOR DISABILITY AND ELDER LAW 125 CENTER FOR THE HOMELESS 500 CENTRAL DUPAGE HOSPITAL 250 CHABAD HOUSE AT HARVARD SQUARE INC 360 CHABAD OF CALIFORNIA 180 CHESAPEAKE BAY FOUNDATION 50 CHESTER GOULD - DICK TRACY MUSEUM 500 CHICAGO CENTER FOR TORAH AND CHESED 550 CHICAGO CHESED FUND 250 CHICAGO CHURCH OF CHRIST 2,500 CHICAGO COMMUNITIES IN SCHOOL INC 550 CHICAGO FOUNDATION FOR EDUCATION 500 CHICAGO LIGHTHOUSE 500 CHICAGO SUN-TIMES CHARITY TRUST 50 CHICAGO TRIBUNE HOLIDAY FUND 250 CHICAGO WILDFLOWER WORKS INC 50 CHILDREACH 284 CHILDREN AT THE CROSSROADS 100 CHILDREN OF CHORNOBYL RELIEF FUND 250 CHILDREN'S CLINICS FOR REHABILITATIVE SERVICES 275 CHILDREN'S HOME AND AID SOCIETY OF ILLINOIS 250 CHILDREN'S HOSPITAL 100 CHILDRENS HOSPITAL LOS ANGELES 50 CHILDREN'S MEMORIAL FOUNDATION 100 CHILDREN'S MEMORIAL HOSPITAL 25 CHILDREN'S ORGAN TRANSPLANT ASSOCIATION INC 875 CHILDREN'S WORKSHOP SCHOOL PTA 350 CHILGARDEN CHILD DEVELOPMENT CENTER 100 CHOC-CHILDRENS HOSPITAL OF ORANGE COUNTY 450 CHRISTOPHER REEVE PARALYSIS FOUNDATION 75 CHURCH OF JESUS CHRIST OF LATTER DAY SAINTS 15,900 CHURCH OF SS PETER 8 PAUL 150 CHURCH OF THE HOLY COMFORTER 725 THE CHURCHILL FUND 150 CITY HARVEST 900 CITY OF HOPE 4,550 CLEARPOOL INC 750 COALITION FOR THE HOMELESS 500 THE COLLEAGUES 400 COMMUNITY MEALS 500 COMPLETE BASIC HEALTH 2002 250 CONFERENCE OF ASIAN PACIFIC AMERICAN LEADERSHIP 750 CONGREGATION CHESED L'AVROHOM 875 THE CONSERVATION FUND 250 CONSTANCE G ZAHORNIK BREAST CENTER 150 CORPUS CHRISTI PARISH 908 KIRKLAND 8 ELIIS FOUNDATION EIN #36-3760355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

THE COUSTEAU SOCIETY 50 CULPEPPER GARDEN 100 CYSTIC FIBROSIS FOUNDATION 3,400 DARE 50 DARIEN ADVOCATES FOR EDUCATION OF THE GIFTED 100 DARUL OASIM 500 DC SPECIAL OLYMPICS 1,500 DEBORAH'S PLACE 100 DEFENDERS OF WILDLIFE 50 DIDI HIRSCH COMMUNITY MENTAL HEALTH CENTER 300 DISABLED AMERICAN VETERANS 150 DISTRICT 124 TEC-A-THON 75 THE DOE FUND 300 DOROT 110 DOWNTOWN ISLAMIC CENTER 500 DROPKA 150 THE DYSTONIA FOUNDATION 3,000 EARTHJUSTICE 50 EASTER SEALS 400 ENABLE 100 ENVIRONMENTAL DEFENSE 50 EPIPHANY UNITED CHURCH OF CHRIST 1,440 EPISCOPAL RELIEF AND DEVELOPMENT 250 EQUAL JUSTICE AMERICA 615 ETTA ISRAEL CENTER 360 EVERGREEN ASSOCIATION INC 500 EVERYBODY WINS 2,550 EWTN 250 EXPLOSIVE ORDINANCE DISPOSAL MEMORIAL COMMITTEE 650 FAMILIES OF SPINAL MUSCULAR ATROPHY 200 FAMILY CARE OF ILLINOIS 1,100 FAMILY LIFE CAMPUS CRUSADE FOR CHRIST 300 FARM SANCTUARY 250 FATHER FLANAGAN'S BOYS' HOME 50 THE FEDERALIST SOCIETY 400 FELICIA BETH PRESSER MEMORIAL FUND 150 FIFTH AVENUE PRESBYTERIAN CHURCH 1,000 FIRST PRESBYTERIAN CHURCH OF LA GRANGE 1,000 FLOSSMOOR COMMUNITY CHURCH 500 FOOD-PATCH 250 FORMOSAN ASSOCIATION FOR PUBLIC AFFAIRS 100 FOURTH PRESBYTERIAN CHURCH 1,125 FRIENDS OF HOMELESS ANIMALS 300 FRIENDS OF LOWER EASTSIDE SERVICE CENTER 100 FRIENDS OF THE HIGHLAND PARK LIBRARY 100 FRIENDS OF THE ISRAEL DEFENSE FUND 250 KIRKLAND 8 ELLIS FOUNDATION EIN #36J160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

FRIENDS OF THE LAKOTA PEOPLE INC 1,000 FRIENDS OF THE NATIONAL ZOO 725 FRIENDS OF THE PARKS 100 THE FUND FOR THE CHILDREN OF THE AMERICAS 200 GAY MEN'S HEALTH CRISIS, INC 750 GENERAL ASSISTANCE ADVOCACY PROJECT 250 GERMANISTIC SOCIETY OF AMERICA, QUADRILLE ACCOUNT 300 GESHER L'ELOHIM 1,000 GIRL SCOUT COUNCIL OF THE NATION'S CAPITAL 50 GIRL SCOUTS - MOUNT WILSON VISTA COUNCIL 100 GLENCOE PTA 500 GLENCOE WINGS, INFANT WELFARE SOCIETY 300 GLORY CHRISTIAN EDUCATIONAL SUPPORT INTERNATIONAL 800 GRACE UNITED METHODIST CHURCH 1,850 GREATER CHICAGO FOOD DEPOSITORY 4,325 GREATER WABASH FOUNDATION 1,000 HABITAT FOR HUMANITY 1,750 HARVARD GLEE CLUB FOUNDATION 250 THE HARVARD INDEPENDENT 100 HARVARD JOURNAL OF LAW 8 PUBLIC POLICY 100 HARVEY CHURCH OF CHRIST 175 HAVEN HILLS INC 50 HEARTLAND AIDSRIDE 150 THE HEARTLAND INSTITUTE 500 HEIFER PROJECT INTERNATIONAL 800 HIGH 5 TICKETS TO THE ARTS 1,375 HISTORIC PRESERVATION FOUNDATION OF FORTNIGHTLY 250 HOFFMAN HOMES FOR YOUTH 100 THE HOLOCAUST CENTER BOSTON NORTH 200 HOLY COVENANT UMC 1,000 HOLY FAMILY AUCTION 300 HOLY FAMILY CHURCH 500 HOLY NAME CATHEDRAL 100 HOLY TRINITY CHURCH 1,250 HOMEWOOD FIRE DEPARTMENT ASSOCIATION 50 HOOVED ANIMAL HUMANE SOCIETY 225 HOOVER-WOOD SCHOOL PTO 150 HOPE CENTER 500 HOSPICE OF GUNNISON VALLEY 50 HOUSE OF RUTH 825 HOUSING OPPORTUNITIES FOR WOMEN 300 THE HUMANE FARMING ASSOCIATION 50 HUMANE SOCIETY OF THE UNITED STATES 250 THE HUNTINGTON 500 IBLA FOUNDATION 250 ILLINOIS COUNCIL OF ECONOMIC EDUCATION 1,000 KIRKLAND 8 ELLIS FOUNDATION EIN #36-3160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II -Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

IMMACULATE CONCEPTION CHURCH 825 INNER CITY SCHOLARSHIP FUND 500 INNER-CITY MUSLIM ACTION NETWORK 1,000 INSTITUTE FOR JUSTICE 150 INSTITUTE FOR STUTTERING TREATMENT 8 RESEARCH 100 INSTITUTE OF CHRIST THE KING 1,250 INSTITUTE OF THE BLESSED VIRGIN MARY 100 INTERFAITH HOUSE 400 INTERVARSITY CHRISTIAN FELLOWSHIP 2,700 IOTA MIDWEST FOUNDATION 700 ISLAMIC CENTER OF MARYLAND 1,050 JACK ORCHARD ALS FOUNDATION 150 JESUS HOUSE CHICAGO 1,350 JEWISH COUNCIL FOR THE AGING 500 JEWISH FEDERATION OF WASHINGTON 668 THE JEWISH FOUNDATION FOR THE RIGHTEOUS 500 JEWISH HEALTHCARE FOUNDATION 360 JEWISH NATIONAL FUND 100 JEWISH UNITED FUND OF METROPOLITAN CHICAGO 10,822 JOAN DACHS BAIS YAAKOV 1,250 JOHN C SHEDD AQUARIUM 151 JUBILATE CHILDREN'S CHOIR OF THE NORTH SHORE 250 JUNIOR ACHIEVEMENT NEW YORK 100 JUNIOR LEAGUE OF CHICAGO 100 JUNIOR LEAGUE OF PASADENA 650 JUNIOR LEAGUE OF SAN FRANCISCO 150 JUVENILE DIABETES FOUNDATION 50 JUVENILE DIABETES RESEARCH FOUNDATION 825 K I D S S FOR KIDS 50 KAPPA ALPHA THETA FOUNDATION 100 KELLOGG CANCER CENTER 250 KENILWORTH UNION CHURCH 1,950 KINGSBURY 300 KOLLEL YAD CHAIM MORDECHAI 1,250 KOMEN ORANGE COUNTY RACE FOR THE CURE 50 LA JEWISH HOME FOR THE AGING 200 LAKE MICHIGAN FEDERATION 100 LAKELAND ANIMAL SHELTER 150 LAKEVIEW PANTRY 125 LANCERS GREATER BALTIMORE WALK FOR THE HOMELESS 2,100 LANDMARKS PRESERVATION COUNCIL OF ILLINOIS 12,100 LEAD REGION HISTORIC TRUST INC 500 LEARNING CENTER-HOUSE OF CONNECTIONS 250 LEUKEMIA 8 LYMPHOMA SOCIETY 2,600 LEUKEMIA RESEARCH FOUNDATION 300 LEUKEMIA SOCIETY OF AMERICA 250 KIRKLAND 8 ELLIS FOUNDATION EIN #36160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 -Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

LIBERTY TEMPLE FULL GOSPEL CHURCH 1,090 LINK UNLIMITED 3,280 LITTLE BROTHERS-FRIENDS OF THE ELDERLY 25 LITTLE CITY 50 LITTLE FLOWER FUND 500 LITTLE SISTERS OF THE POOR 550 LIVING WATERS CHURCH OF GOD IN CHRIST 250 LOS ANGELES CHILDREN'S CHORUS 2,500 LOS ANGELES MISSION 500 LUTHERAN CHILD AND FAMILY SERVICES OF ILLINOIS 700 LUTHERAN GENERAL HOSPITAL 250 MAKE A WISH FOUNDATION 1,790 MANSIO MENS MONTESSORI 1,500 MARCH OF DIMES 250 MARILLAC HOUSE 250 MARWEN FOUNDATION 1,250 MASSACHUSETTS SPECIAL OLYMPICS 250 THE MATTHEW KELLY FOUNDATION 50 MATTIE TALLEY FOUNDATION 25 MAYO FOUNDATION 100 MEMORIAL SLOAN-KETTERING CANCER CENTER 550 MERCY HOME FOR BOYS AND GIRLS 1,250 MERCY MEDICAL FOUNDATION 150 MESIVTA TIFERETH ISRAEL OF RIZHIN 900 METROPOLITAN FAMILY SERVICES 1,725 MISERICORDIA HEART OF MERCY 25 MISERICORDIA HOME NORTH 75 MISERICORDIA WOMEN'S AUXILIARY 250 MOGAN DAVID ADOM 200 MONSIGNOR SMYTH ENDOWMENT FUND 79 THE MOODY CHURCH 1,500 MORLEY PUBLISHING GROUP INC 3,900 MOTHERS AGAINST DRUNK DRIVING 50 MUSCULAR DYSTROPHY ASSOCIATION 150 MY SISTER'S PLACE 100 NATIONAL ANTI-VIVISECTION SOCIETY 25 NATIONAL ARBOR DAY FOUNDATION 50 NATIONAL CHILD RESEARCH CENTER 300 NATIONAL DOWN SYNDROME ASSOCIATION 50 NATIONAL MULTIPLE SCLEROSIS SOCIETY 400 NATIONAL POISON CONTROL CENTER 100 NATIONAL WILDLIFE FEDERATION 75 NATURAL RESOURCES DEFENSE COUNCIL 100 NAWAWI FOUNDATION 400 NEBRASKA JEWISH HISTORICAL SOCIETY 80 NEEDIEST KIDS FUND 50 KIRKLAND 8 ELLIS FOUNDATION EIN #36760355 Form 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

NEIL SAMUEL GHISO FOUNDATION 100 NEW ISRAEL FUND 1,500 NEW LIFE COMMUNITY CHURCH OF CHICAGO 1,500 NEW MOMS INC 400 NEW ORLEANS SUMMERBRIDGE 100 NEW TRIBES MISSIONS 25 NEW YORK PUBLIC LIBRARY 100 NORBERTINE FATHERS 150 NORTH SHORE ANIMAL LEAGUE 200 NORTH SHORE CONGREGATION ISRAEL 953 NORTH SHORE FIRST WARD 4,000 NORTHEAST AIDSRIDE 50 NORTHWESTERN UNIVERSITY SETTLEMENT 1,250 OAKEN ACRES 500 OCEAN PARK COMMUNITY CENTER 225 OGLE COUNTY HOSPICE ASSOCIATION 50 OLIVE BRANCH 100 OLIVET LUTHERAN CHURCH 350 ONWARD NEIGHBORHOOD HOUSE 150 OPEN STUDIO PROJECT INC 200 ORANGETOWN JEWISH CENTER 1,300 OUR LADY OF LEBANON CHURCH 150 OUR LADY OF LOURDES 75 OUR LADY OF MERCY CHURCH 500 OUR LADY OF RANSOM CHURCH 1,425 OUR MOTHER OF GOOD COUNSEL 500 OUT OF THE DARKNESS 150 OUTERVENTION INC 5,000 PACIFIC COAST BOSTON TERRIER CLUB 100 PARALYZED VETERANS OF AMERICA 135 PEACE BRIGADES INTERNATIONAL 75 PEACE LUTHERAN CHURCH 1,500 PEAK-THE PARTNERSHIP TO EDUCATE & ADVANCE KIDS 570 PEOPLE FOR THE ETHICAL TREATMENT OF ANIMALS (PETA) 100 PEP 250 P'EYLIM LEV L'ACHIM 200 PHYSICIANS COMMITTEE FOR RESPONSIBLE MEDICINE 100 PIGS, A SANCTUARY 250 PLANNED PARENTHOOD FEDERATION OF AMERICA, INC 150 THE PLAY GROUP THEATRE 500 PLAYING OUT PRODUCTIONS 100 PMC/THE JIMMY FUND 100 POALI TZEDELI 250 POPLAR SPRING ANIMAL SANCTUARY 75 PRAIRIENET 100 PREGNANCY HELP INC 400 KIRKLAND & ELLIS FOUNDATION EIN #363160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE 11 - MATCHING CONTRIBUTIONS DISBURSED

PROJECT ANGEL FOOD 225 QUEEN OF ANGELS 100 RECORDING FOR THE BLIND & DYSLEXIC 100 RED CROSS DISASTER RELIEF FUND 100 REDEEMER PRESBYTERIAN CHURCH 50 RESEARCH INSTITUTE FOR SMALL 8 EMERGING BUSINESS 1,000 RESTON RAIDERS HOCKEY CLUB 350 RETIREMENT FUND FOR RELIGIOUS 100 REVLON RUNNVALK FOR WOMEN 200 RIVER CITIES HUMANE SOCIETY FOR CATS 100 RIVER NORTH DANCE COMPANY 250 RIVERSIDE PRESBYTERIAN CHURCH 175 ROBIN HOOD FOUNDATION 800 ROOM TO READ 250 RUSH-PRESBYTERIAN-ST LUKE'S MEDICAL CENTER 2,500 SACRED HEART CHURCH 1,100 SAINT STEPHEN'S CHURCH 75 SALVATION ARMY 950 SARASWAT FOUNDATION 1,500 SAVE THE MANATEE CLUB 200 SAVE-A-PET INC 75 SEASON OF CONCERN 350 SECOND UNITARIAN CHURCH 500 THE SEED FOUNDATION INC 100 SHACHAH WORLD MINISTRIES 1,400 SHELDON HEIGHTS CHURCH OF CHRIST 275 SHELTER OF THE CROSS, INC 1,200 SHIR HADASH RECONSTRUCTIONIST SYNAGOGUE 500 SHRINERS HOSPITALS FOR CHILDREN 25 SIERRA CLUB 100 SIGMA GAMMA RHO SORORITY INC 75 SISTERS OF CHARITY OF BVM 25 SISTERS OF PROVIDENCE 25 SISTERS OF ST JOSEPH OF LAGRANGE 25 SKY RANCH LUTHERAN CAMP 500 SMALL MIRACLES INTERNATIONAL INC 400 SO OTHERS MIGHT EAT (SOME) 100 SOCIETY OF THE LITTLE FLOWER 25 SOUTH PARK CONGREGATION OF JEHOVAH'S WITNESSES 500 SOUTH SUBURBAN HUMANE SOCIETY 150 SOUTH SUBURBAN PADS 100 SOUTHEASTERN ASSOC FOR SPECIAL PARKS 8 RECREATION 100 SPECIAL OLYMPICS ILLINOIS 50 SPECIAL OPERATIONS FUND 500 ST PATRICK CHURCH 1,060 ST AGNES PARISH 1,025 KIRKLAND 8 ELLIS FOUNDATION EIN #36-3760355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part 11 - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

ST ALBAN'S EPISCOPAL CHURCH 500 ST ANDREW GREEK ORTHODOX CHURCH 850 ST ANN SCHOOL PTO 125 ST BENEDICT'S 750 ST CLEMENT'S PARISH 3,550 ST EDMUND CHURCH 250 ST ELIZABETH'S CHURCH 2,580 ST FRANCIS DE SALES CHURCH 200 ST FRANCIS XAVIER CHURCH 2,700 ST GERARD MAJELLA 1,500 ST JAMES CATHOLIC CHURCH 250 ST JAMES LUTHERAN CHURCH 1,500 ST JOHN THE BAPTIST CATHOLIC CHURCH 50 ST JUDE 100 ST JUDE CHILDREN'S RESEARCH HOSPITAL 730 ST JUDE HOSPITAL 150 ST JULIE BILLIART CHURCH 620 ST LAMBERT CHURCH 542 ST LUKE'S EPISCOPAL CHURCH 1,000 ST MARK UNITED METHODIST CHURCH 100 ST MARY OF THE ANGELS 750 ST MARY'S CHURCH 1,000 ST MATTHEW S CATHEDRAL 1,450 ST MICHAEL'S CHURCH 3,600 ST PETER'S UNITED CHURCH OF CHRIST 100 ST SAVA CHURCH 75 ST STEPHEN, DEACON 8 MARTYR CATHOLIC CHURCH 755 ST VINCENT DEPAUL CENTER 25 ST VINCENT DEPAUL CHURCH 500 SUDDEN INFANT DEATH SYNDROME ALLIANCE 250 SULAM 180 SUSAN G KOMEN BREAST CANCER FOUNDATION 300 THE SYCAMORES 100 TEMPLE SHAARAY TEFILA OF WESTCHESTER 2,000 TEMPLE SHOLOM 1,825 TINLEY PARK UNITED METHODIST CHURCH 300 TOYS FOR TOTS 2,175 TREE HOUSE ANIMAL FOUNDATION 1,600 TROUT UNLIMITED 60 U S FUND FOR UNICEF 500 UCLA FOUNDATION-AIDS VACCINE 3-DAY 550 UNCFITHE COLLEGE FUND 2,350 UNION CHURCH OF HINSDALE 900 UNITED ANIMAL NATIONS 100 UNITED AUTISM ALLIANCE 250 UNITED JEWISH FUND 180 KIRKLAND 8 ELLIS FOUNDATION EIN #36-3160355 Forth 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

Part II - Statement of Functional Expenses

Line 22 - Grants and Allocations

SCHEDULE II - MATCHING CONTRIBUTIONS DISBURSED

UNITED LUTHERAN CHURCH OF OAK PARK 100 UNITED STATES HOLOCAUST MUSEUM 225 UNITED WAY 115 UNITED WAY 2,255 UNITED WAY OF THE NATIONAL CAPITAL AREA 9,780 UNIVERSITY OF CHICAGO MEDICAL CENTER 250 USCD ALUMNI ASSOCIATION 500 VALLEY KINGDOM MINISTRIES INTERNATIONAL 350 VETERANS OF FOREIGN WARS 50 VIETNAM VETERANS MEMORIAL FUND INC 50 VISITATION CHURCH 330 VOICES FOR ILLINOIS CHILDREN 250 VOLUNTEER SERVICES FOR CHILDREN INC 992 WAGNER SOCIETY OF NEW YORK 250 WARNER PARK GARDENS 350 WASHINGTON AREA BICYCLIST ASSOCIATION 100 WEINGART ELA YMCA 150 WELLNESS HOUSE 25 WEST LOS ANGELES CHRISTIAN CENTER 50 WHITE HOUSE FELLOWS FOUNDATION 250 WILD ABOUT CATS 50 WILD ANIMAL ORPHANAGE 50 WILDERNESS SOCIETY 50 WILLOW CREEK COMMUNITY CHURCH 2,320 WINDOWS OF OPPORTUNITY, INC 100 WMC FOUNDATION INC 250 WORLD WILDLIFE FUND 100 WYCLIFFE BIBLE TRANSLATORS 1,250 YESHIVA GEDOLAH ATERES MORDECHAI 100 YESHIVA SHAARE HATORAH 1,500 YESHIVA TIFERES MEIR 250 YESHIVAS BRISK 200 YESHIVAS MIR YERUSHALAYIM 100 YESHIVATH BETH MOSHE 200 Y-ME NATIONAL BREAST CANCER RESEARCH 50 YORKSHIRE VOLUNTEER FIRE DEPARTMENT 100 YOUNG LIFE FOUNDATION 500 YOUTH AUTOMOTIVE TRAINING CENTER 150 YWCA EVANSTON 200 333,792

TOTAL MATCHING CONTRIBUTIONS DISBURSED 576,282 KIRKLAND 8 ELLIS FOUNDATION EIN #36160355 Form 990 - Return of Organization Exempt From Income Tax For The Calendar Year 2002

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

(B) Title and (D) Contributions Average Hours to Employee (E)Expense (A) Name and Address Per Week (C) Compensation Benefit Plans Account

Willard G Fraumann President/Director 0 0 0 200 E Randolph Drive Chicago, IL 60601 Minimal

Vicki V Hood Secretary/Duector 0 0 0 200 E Randolph Drive Chicago, IL 60601 Minimal

Patrick C Gallagher Director 0 0 0 Citicorp Center 153 East 53rd Street New York, NY 10022 Minimal

Walter H Lohmann, Jr Director 0 0 0 655 Fifteenth Street, N W Washington, D C 20005 Minimal

Stephen R Patlon Director 0 0 0 200 E Randolph Drive Chicago, IL 60601 Minimal

Tony L Richardson Director 0 0 0 300 S Grand Avenue Suite 3000 Los Angeles, CA 90071 Mammal

Jeffrey A Rosen Director 0 0 0 655 Fifteenth Street, N W Washington, D C 20005 Minimal r i

KIRKLAND 8 ELLIS FOUNDATION

FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

DECEMBER 31 . 2002 AND 2001

e

S L

L KIRKLAND 8 ELLIS FOUNDATION INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Accountants 1

Statements of FinanGal Position 2

Statements of Activities 3

Statements of Cash Flows 4

Notes to Financial Statements 5-6

Report of Independent Accountants on Additional Information 7

Additional information

Schedule of Non-matching Contributions Disbursed for the Year Ended December 31, 2002 Schedule I

Schedule of Matching Contributions Disbursed for the Year Ended December 31 . 2002 Schedule 11 ftICEWATERHOUS~GI~PER SGI~PERS 0

PncewaterhouseCoopers LLP One North blacker Chicago IL 60606 Telephone (312) 298 2000 Facsimile (312) 298 2001

Report of Independent Accountants

To the Board of Directors of ICirkland & Ells Foundation

In our opinion, the accompanying statements of financial position and related statements of activities and of cash flows present fairly, m all matenal respects, the financial position of the ICirkland & Ells Foundation at December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended m conformity with accounting principles generally accepted m the United States of America. These financial statements are the responsibility of the Foundation's management, our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits of these statements m accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining, on a test bass, evidence supporting the amounts and disclosures m the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation We believe that our audits provide a reasonable basis for our opinion

Apnl 18, 2003 KIRKLAND 8 ELLIS FOUNDATION STATEMENTS OF FINANCIAL POSITION DECEMBER 31 . 2002 AND 2001

2002 2001 ASSETS Cash and cash equivalents $ 1,268,649 $1,159,003

TOTAL ASSETS 1,268,649 1,159,003

LIABILITIES Current liabilities - Promises to give (Note 3) 188,000 154,266 Long-term liabilities- Promises to give (Note 3) 167,266 234,374

TOTAL LIABILITIES 355,266 388,640

TOTAL NET ASSETS $ 913,383 $ 770,363

FUND BALANCE Unrestricted $ (306,869) $ (282,014) Temporarily restricted 1,220,252 1,052,377

TOTAL FUND BALANCE $ 913,383 $ 770,363

The accompanying notes are an integral part of these statements

-2- ill " w " " ! w " M " w = M " r,1 i

KIRKLAND 8 ELLIS FOUNDATION STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

Temporarily Temporarily Unrestricted Restricted Total Unrestricted Restricted Total SUPPORT AND REVENUE Contributions received $ 689,246 f 1369 .470 $ 2 058 718 S 1,443,359 f 1,115150 $ 2,558509 Interest Income 7,172 3,988 $ 11,120 15974 10,565 28,539 Net assets released from restrictions 1,205,583 (1,205,583) 1,048895 (1048895)

TOTAL SUPPORT AND REVENUE 1,901961 167,875 7,069,836 2508228 76,820 2,585,048

EXPENSES Contribution expense 1,926,553 1,926,553 2,240 573 2240,573 Miscellaneous expense 263 263 213 213

TOTAL EXPENSES 1,976,816 1926816 2,240 786 2240,786

CHANGES IN NET ASSETS (24,855) 167,875 143,020 267,442 76,820 344282

FUND BALANCE, BEGINNING OF YEAR (182014) 1,052,377 770,363 (549456) 975,557 426,101

FUND BALANCE, END OF YEAR S (706,869) $ 1220,252 $ 917387 3 (28]014) $ 1,052,377 S 770,367

The accompanying notes era an integral part of these statements .y KIRKLAND 8 ELLIS FOUNDATION STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 . 2002 AND 2001

2002 2001

CASH FLOWS FROM OPERATING ACTIVITIES Changes m net assets $ 143,020 $ 344,262 Adjustments to reconcile changes m net assets to net cash provided by operating activities - Changes in promises to give (33,374) 19,250

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 109,646 363,512

CASH AND CASH EQUIVALENTS BEGINNING OF YEAR 1,159,003 795,491

END OF YEAR $ 1,268,649 $ 1,159,003

The accompanying notes are an integral part of these statements

-4- L

1 KIRKLAND & ELLIS FOUNDATION

NOTES TO FINANCIAL STATEMENTS DECEMBER 31 . 2002 AND 2001

NOTE 1 - ORGANIZATION:

The ICirksnd 8 Eilis Foundation (the Foundation) was incorporated in we state of Illinois in 1981 The purpose of we Foundation is to make charitable contributions to other organizations that are exempt under Section 501(c)(3) of the Internal Revenue Code The Foundation will also match certain contributions to such organizations made by (1) individuals who are partners of Kirkland & Eilis, (2) individuals who are presidents of professional corporations which are partners of Kirkland & Ellis, and (3) associates and other employees of Kirkland & Ellis me members, directors and officers of the Foundation consist of individuals who are partners of Kirkland 8 Ellis or individuals ' who are presidents of professional corporations which are partners of Kirkland & Ellis.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting The financial statements have been prepared on the accrual basis of accounting The Foundation considers all highly liquid investments with an original maturity of three months or less to be cash equivalents

Promises to Give ' Unconditional promises to give are recognized as a contribution expense in the period such promises were made.

Restricted and Unrestricted Revenue and Suoaort Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions There were no permanently restricted contributions received as of and for the years ended December 31, 2002 and 2001 .

Administrative Expenses Substantially all administrative expenses of the Foundation were paid by Kirkland & Ellis

Income Tax Status

The Foundation is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. In addition, we Foundation qualifies for the charitable contribution deduction - under Section 170(b)(1)(A) and has been classified as an organization that is not a private S foundation under Section 509(a)(2) and therefore no income taxes are provided

Accountma Estimates The preparation of financial statements in conformity with accounting pnnupies generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent ' assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during we reporting period Actual results could differ from those estimates

-S " Restrictions an Assets Temporarily restricted assets consist of contributions received in the current year for payments m future years as well as balances that a2 to be distributed at the direction of the partners to whom the balances relate. Unrestricted assets consist of donations received by the Foundation which have not been restricted by the donor and are available for operations as deemed by the Board of Directors

NOTE 3 - PROMISES TO GIVE.

There are no conditional promises to give as of December 31, 2002. Unconditional promises to give as of December 37, 2002 and 2001 are summarized as follows-

December 31 ' 202 200,

Payable in less than one year $ 188,000 $ 154,268 Payable in one to five years 184.687 260.668 Total unconditional promises to give 372,667 414,932

Less discounts to net present value (17.401) (26,292)

Net unconditional promises to give 3~ 12a8 .640

As of December 31, 2002, the Foundation's unconditional promises to give consist of the following contributions

Annual Through Organization amount the year Total

Boys Hope/Girls Hope $ 5,000 2004 $ 10,000 Chicago Humanbes Festival 10,000 2005 30,000 Chicago Shakespeare Theatre 15,000 2003 15,000 Chicago Symphony Orchestra 50,000 2004 100,000 Court Theatre 10,000 2004 20,000 Goodman Theare 5,000 2003 5,000 Goodman Theatre 5,000 2005 15,000 John G. Shedd Aquarium 8,687 2004 13,334 Music of the Baroque 10,000 2004 20,000 National Judicial College 5,000 2003 5,000 National Time Museum of Chicago 5,000 2004 10,000 North Shore Senior Center 3,333 2003 3,333 Northwestern University School of Law 24,000 2004 48,000 Steppernwli Theatre Company 10,000 2005 30,000 University of Chicago Law School 24,000 2004 48.000

Total unconditional promises to give 372 667

New promises to give for the years ended December 31, 2002and 2001 were $124,334 and $124,888, respectively.

-Cr ftKEWATERHOUS,' PERS 13

PncewaterhouseCoopers LLP One North blacker Chicago IL 60606 Telephone (312) 298 2000 Facsimile (312) 298 2001

Report of Independent Accountants On Additional Information

To the Board of Directors of the ICirkland & Ells Foundation

The report on our audit of the base financial statements of the ICirkland & Ellis Foundation as of December 31, 2002 and for the year then ended appears on page 1 of this document. That audit was conducted for the purpose of forming an opinion on the bask financial statements taken as a whole The Schedules of Matching and Non-Matching Contributions Disbursed is presented for purposes of additional analysis and is not a required part of the basic financial statements Such information has been subjected to the auditing procedures applied m the audit of the basic financial statements and, in our opinion, is fairly stated m all material respects m relation to the bask financial statements taken as a whole

G ~ /'

April 18, 2003 KIRKLAND & ELLIS FOUNDATION SCHEDULE I

CJ SCHEDULE OF NON-MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

I AIDS LEGAL COUNCIL OF CHICAGO 4,000 AIDS WALK LA 245 ALL STARS PROJECT INC 200 ALLIANCE FOR CHILDREN'S RIGHTS 3,350 ALZHEIMERS ASSOCIATION 285 AMERICAN BANKRUPTCY INSTITUTE 2,000 AMERICAN BAR ASSOCIATION FND FOR JUSTICE/EDUCATION 100 AMERICAN CANCER SOCIETY 3,366 AMERICAN DIABETES ASSOCIATION 330 AMERICAN ENTERPRISE INSTITUTE 4,150 AMERICAN HEART ASSOCIATION 6,767 1 AMERICAN INSTITUTE FOR CANCER RESEARCH 200 AMERICAN INSTITUTE FOR CONTEMPORARY GERMAN STUDIES 4,667 AMERICAN JEWISH COMMITTEE 500 AMERICAN JEWISH HISTORICAL SOCIETY 100 AMERICAN REFUGEE COMMITTEE 1,500 ANTI CRUELTY SOCIETY 100 ANTI-DEFAMATION LEAGUE 5,667 AON MEMORIAL FUND 667 APPLESEED FOUNDATION 3,065 ARMENIAN BAR ASSOCIATION 1,000 ARMY EMERGENCY RELIEF FUND 100 ART INSTITUTE OF CHICAGO 2,000 ASIAN AMERICAN BAR ASSOCIATION OF NEW YORK 1,000 ASIAN PACIFIC AMERICAN BAR ASSOC EDUCATIONAL FUND 2,500 ASIAN PACIFIC AMERICAN LEGAL CENTER 4,258 ASPEN INSTITUTE 17,750 1 ASSOCIATION OF THE BAR/CITY OF NEW YORK FUND, INC 500 ATLANTIC COUNCIL OF THE UNITED STATES 6,667 AUXILIARY OF EVANSTON NORTHWESTERN HEALTHCARE 300 BAIN CAPITAL CHILDREN'S CHARITIES LTD 125,000 BERKELEY CENTER FOR LAW & TECHNOLOGY 10,000 BEST BUDDIES 667 BETTER GOVERNMENT ASSOCIATION 2,000 BNAI ZION FOUNDATION 3,333 BOYS HOPE/GIRLS HOPE 10,000 1 BRANDEIS UNIVERSITY 500 BROADCASTERS' FOUNDATION 5,000 BUILDING OUR FUTURE 6,666 CABIN JOHN VOLUNTEER FIRE DEPARTMENT 100 CARPLS 2,500 CHARLES E SMITH JEWISH DAY SCHOOL 7,048 1 CHICAGO AREA COUNCIL, BOY SCOUTS OF AMERICA 3,334 CHICAGO BAR ASSOCIATION 4,100

LJ KIRKLAND & ELLIS FOUNDATION SCHEDULE I

' SCHEDULE OF NON-MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

CHICAGO CARES 6,000 CHICAGO CHILD CARE SOCIETY 5,000 CHICAGO CHILDREN'S MUSEUM 2,125 CHICAGO CLASSICAL RECORDING FOUNDATION 2,500 " CHICAGO COMMONS 3,334 CHICAGO COMMUNITIES IN SCHOOLS INC 10,000 CHICAGO COUNCIL ON FOREIGN RELATIONS 13,000 CHICAGO FOUNDATION FOR WOMEN 167 CHICAGO HISTORICAL SOCIETY 2,000 CHICAGO HUMANITIES FESTIVAL 23,733 ' CHICAGO LAWYERS' COMMITTEE/CIVIL RIGHTS UNDER LAW 49,260 CHICAGO LEGAL CLINIC INC 2,000 CHICAGO SHAKESPEARE THEATRE 15,000 - CHICAGO SINFONIETTA ORCHESTRA 2,000 CHICAGO SYMPHONY ORCHESTRA 52,500 CHICAGO VOLUNTEER LEGAL SERVICE FOUNDATION 25,000 ' CHILDREN'S BUREAU/PRESIDENT'S INVITATIONAL 3,333 CHILDREN'S MEMORIAL FOUNDATION 100 CHURCHILL CENTER 200 ' CITY BAR FUND 10,000 CITY YEAR CHICAGO 5,000 COLUMBIA JOURNAL OF TRANSACTIONAL LAW 500 ' THE COMMERCIAL CLUB FOUNDATION 12,500 CONGREGATION BETH EL 1,150 CONSTITUTIONAL RIGHTS FOUNDATION 3,333 COUNCIL FOR COURT EXCELLENCE 2,600 COURT THEATRE 12,667 COWBOY DREAMS OF ILLINOIS 3,334 CPR INSTITUTE FOR DISPUTE RESOLUTION 6,000 ' CROHN'S COLITIS FOUNDATION 3,800 CYSTIC FIBROSIS FOUNDATION 1,866 DARE 190 ' DAMON RUNYON CANCER RESEARCH FOUNDATION 667 DANA FARBER CANCER INSTITUTE 32,400 DC BAR PRO BONO PROGRAM 2,500 DC SPECIAL OLYMPICS 100 DEPAUL UNIVERSITY COLLEGE OF LAW 6,000 DRUM MAJOR INSTITUTE 6,667 DUSABLE MUSEUM OF AFRICAN AMERICAN HISTORY 3,333 ERIKSON INSTITUTE 2,000 EVERYBODY WINS 20,920 ' FACING HISTORY AND OURSELVES 1,667 THE FAMILY TREE 3,667 THE FEDERALIST SOCIETY 3,240

1 1 KIRKLAND & ELLIS FOUNDATION SCHEDULE I

' SCHEDULE OF NON-MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

FIGHT FOR CHILDREN 4,500 ' THE FOUNDATION FIGHTING BLINDNESS 333 FOUNTAIN HOUSE 3,666 FRANCIS W PARKER SCHOOL 500 " FRIENDS OF THE NATIONAL ZOO 2,000 GATEWAY CHARITABLE FOUNDATION 1,667 GOODMAN THEATRE 13,000 ' GREATER CHICAGO FOOD DEPOSITORY 4,000 HARMONY HOUSE 100 HARVARD BLACK LAW STUDENTS ASSOCIATION 500 ' HARVARD JOURNAL OF LAW & PUBLIC POLICY 1,000 HARVARD LAW SCHOOL FUND 5,750 HISPANIC ALLIANCE FOR CAREER ENHANCEMENT 2,110 HOMELESS ASSISTANCE PROJECT 1,120 HOPE FOUNDATION 4,200 HORIZONS STUDENT ENRICHMENT PROGRAM 1,080 ' HOUSING OPPORTUNITIES FOR WOMEN 2,100 I HAVE A DREAM FOUNDATION 667 ILLINOIS INSTITUTE OF TECHNOLOGY 100 ' INDEPENDENT LABORATORIES INSTITUTE 1,667 THE INITIATIVE FOR PUBLIC INTEREST LAW AT YALE 1,000 INNER CITY LAW CENTER 467 ' JAPAN AMERICA SOCIETY OF CHICAGO 500 JEWISH COMMUNITY RELATIONS COUNCIL OF NEW YORK 6,667 JEWISH COUNCIL ON AGING 1,100 JEWISH FEDERATION OF WASHINGTON 500 JEWISH UNITED FUND OF METROPOLITAN CHICAGO 38,253 JOHN CARROLL SOCIETY 800 JOHN G SHEDD AQUARIUM 70,000 ' JUVENILE DIABETES RESEARCH FOUNDATION 667 KEEP AMERICA BEAUTIFUL 16,667 LAKE FOREST COUNTRY DAY SCHOOL 6,250 ' LAMBDA LEGAL 880 LATIN AMERICAN POLICE ASSOCIATION 250 LAWYERS' COMMITTEE FOR BETTER HOUSING INC 3,334 ' LAWYERS COMMITTEE FOR CIVIL RIGHTS UNDER LAW 8,600 LAWYERS COMMITTEE FOR HUMAN RIGHTS 1,000 THE LEAGUE TREATMENT CENTER 6,667 ' LEGAL AID BUREAU 1,700 LEGAL AID SOCIETY 89,981 LEGAL AID SOCIETY OF THE DISTRICT OF COLUMBIA 10,000 ' LEGAL AID SOCIETY, VANDERBILT LAW SCHOOL 500 LEGAL ASSISTANCE FOUNDATION OF CHICAGO 51,580 LEUKEMIA & LYMPHOMA SOCIETY 14,525

1 1 KIRKLAND & ELLIS FOUNDATION SCHEDULE I

SCHEDULE OF NON-MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

LINCOLN PARK ZOO 100 LOS ANGELES COUNTY BAR ASSOCIATION 733 LUTHERAN FAMILY AND COMMUNITY SERVICES INC 540 LUTHERAN GENERAL HOSPITAL 50 MAKE A WISH FOUNDATION 100 MANASQUAN FIRST AID SQUAD 100 MARCH OF DIMES 5,000 MARWEN FOUNDATION 2,333 MEDAL OF VALOR FOUNDATION 333 METROPOLITAN FAMILY SERVICES 700 MEXICAN AMERICAN LEGAL DEFENSE 8 EDUCATIONAL FUND 2,150 MIDWEST IMMIGRATION 8 HUMAN RIGHTS CENTER 500 MINORITY CORPORATE COUNSEL ASSOCIATION 8,917 MISERICORDIA HEART OF MERCY 3,333 MULTIPLE SCLEROSIS SOCIETY 500 MUSEUM OF CONTEMPORARY ART 11,100 MUSIC OF THE BAROQUE 12,667 NATIONAL ACADEMY FOUNDATION 6,667 1 NATIONAL ASSOCIATION OF INVESTMENT COMPANIES 3,333 NATIONAL BREAST CANCER COALITION 3,300 NATIONAL CENTER FOR STATE COURTS 2,000 NATIONAL CENTER ON POVERTY LAW INC 2,500 NATIONAL FOUNDATION FOR FACIAL RECONSTRUCTION 6,000 NATIONAL FOUNDATION FOR TEACHING ENTREPRENEURSHIP 1,667 NATIONAL INSTITUTE FOR TRIAL ADVOCACY 7,500 NATIONAL JUDICIAL COLLEGE 5,000 NATIONAL LEGAL AID AND DEFENDER ASSOCIATION 9,750 NATIONAL MULTIPLE SCLEROSIS SOCIETY 275 NATIONAL TIME MUSEUM OF CHICAGO 5,000 NATURE CONSERVANCY 150 LJ NATURE CONSERVANCY OF ALASKA 13,000 NEW YORK UNIVERSITY SCHOOL OF LAW 400 NORTH SHORE ANIMAL LEAGUE 250 1 NORTH SHORE CONGREGATION ISRAEL 953 NORTH SHORE SENIOR CENTER 5,000 NORTHWESTERN UNIVERSITY SCHOOL OF LAW 24,500 NY UNIVERISTY-INSTITUTE OF JUDICIAL ADMINISTRATION 3,334 NYC 2012 10,000 ORLANDO REGIONAL HEALTHCARE FOUNDATION 100 1 OUTERVENTION INC 5,000 PLANNED PARENTHOOD/CHICAGO AREA 1,000 PMC/THE JIMMY FUND 1,152 LJ PORT DISCOVERY (THE CHILDRENS MUSEUM IN BALTIMORE) 1,667 PRO BONG PARTNERSHIP 6,667

1 KIRKLAND & ELLIS FOUNDATION SCHEDULE I

I SCHEDULE OF NON-MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

PROJECT YESS 667 PROVIDENCE HEALTH FOUNDATION 6,500 PUBLIC COUNSEL 6,667 PUBLIC INTEREST LAW FOUNDATION AT COLUMBIA 500 ' PUBLIC INTEREST LAW INITIATIVE 32,486 RAINFOREST ALLIANCE 1,667 RESTON RAIDERS HOCKEY CLUB 350 ' REVLON RUN/WALK FOR WOMEN 105 RIVERSIDE SYMPHONY INC 580 S L E FOUNDATION 6,667 SECOND STAGE THEATRE 13,830 THE SHAKESPEARE THEATRE 2,500 ST LOUIS VARIETY CLUB 1,350 ST PATRICK CHURCH 175 ST RITA HIGH SCHOOL 1,000 STANFORD PUBLIC INTEREST LAW FOUNDATION 1,000 ' STANFORD UNIVERSITY 5,000 STARLIGHT CHILDREN'S FOUNDATION 2,000 STEPPENWOLF THEATRE COMPANY 10,000 THIRTEEN 10,000 THURGOOD MARSHALL ACADEMY 2,000 TOYS FOR TOTS 390 ' UCLA FOUNDATION/SCHOOL OF LAW 6,000 UCLA PUBLIC INTEREST LAW FOUNDATION 500 UJA FEDERATION OF NEW YORK 27,900 ' UNCF/THE COLLEGE FUND 125 UNITED STATES HOLOCAUST MUSEUM 500 UNIVERSITY OF CHICAGO -LAW SCHOOL 26,600 UNIVERSITY OF CHICAGO GRADUATE SCHOOL OF BUSINESS 500 ' UNIVERSITY OF CHICAGO MEDICAL CENTER 334 UNIVERSITY OF IOWA 100 UNIVERSITY OF MICHIGAN 30,696 ' UNIVERSITY OF VIRGINIA 1,000 THE URBAN DOVE 267 URBAN JUSTICE CENTER 540 ' USC PUBLIC INTEREST LAW FOUNDATION 1,000 VOGEL ALCOVE CHILDCARE CENTER FOR THE HOMELESS 1,000 WASHINGTON BACH CONSORT 5,000 WASHINGTON LAWYERS' COMMITTEE FOR CIVIL RIGHTS 9,594 WASHINGTON LEGAL CLINIC FOR THE HOMELESS INC 1,000 WEINGART ELA YMCA 200 ' WESTERN CENTER ON LAW & POVERTY 8,000 WETA 50 WOLF TRAP FOUNDATION FOR THE PERFORMING ARTS 3,334

1 KIRKLAND & ELLIS FOUNDATION SCHEDULE I

SCHEDULE OF NON-MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

WOMEN LAWYERS ASSOCIATION OF LOS ANGELES 400 WOMEN'S ASSOCIATION OF THE CSO 5,200 WOMEN'S BAR ASSOCIATION OF DISTRICT OF COLUMBIA 1,000 WOMEN'S BOARD BOYS & GIRLS CLUBS OF CHICAGO 6,667 WOODLEY HOUSE INC 3,333 YOUTH AUTOMOTIVE TRAINING CENTER 10,000 YOUTHINC 667 YOUTH RENEWAL FUND 8,500

TOTAL NON-MATCHING CASH CONTRIBUTIONS DISBURSED 1,383,645

TOTAL MATCHING CASH CONTRIBUTIONS DISBURSED (SCHEDULE II) 576,282

TOTAL CONTRIBUTIONS DISBURSED 1,959,927

AMOUNT REPRESENTING NET CHANGE IN PROMISES TO GIVE (33,374)

CONTRIBUTION EXPENSE 1,926,553 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

EDUCATIONAL 1 INSTITUTIONS ALBION COLLEGE 250 ALLENDALE COLUMBIA SCHOOL 100 AMERICAN FRIENDS FUND/INSTITUTE FOR US STUDIES 2,500 AMERICANS FOR OXFORD INC 250 AMHERST COLLEGE 3,850 ANDERSON SCHOOLS OF MANAGEMENT FOUNDATION 500 ARAPAHOE CHARTER SCHOOL 250 ARIZONA SENIOR ACADEMY 500 ARMENIAN SISTER'S ACADEMY 300 CJ AUSTIN COLLEGE 100 AVERY COONLEY SCHOOL 400 BELOIT COLLEGE 250 11 BERNARD ZELL ANSHE EMET DAY SCHOOL 750 BEVERLY HILLS CHURCH PRESCHOOL 200 BOALT HALL 150 BOSTON UNIVERSITY SCHOOL OF LAW 200 BRADLEY UNIVERSITY 200 BRANDEIS UNIVERSITY 250 1 BREBEUF PREPARATORY SCHOOL 500 BRIGHAM YOUNG UNIVERSITY 2,000 BROOKLYN ACADEMY OF MUSIC 575 BROWN ANNUAL FUND 500 BRUNSWICK SCHOOL 3,250 CARDOZO SCHOOL OF LAW 100 1 CARROLL COLLEGE 100 CATHOLIC CENTRAL HIGH SCHOOL 500 CENTRE COLLEGE 300 CERES HIGH SCHOOL 500 CHADWICK SCHOOL 1,500 CHAMINADE COLLEGE PREPARATORY 250 I CLARK UNIVERSITY 150 CLEMSON FUND 100 COLLATE UNIVERSITY 500 1 COLLEGE OF LABOR & EMPLOYMENT LAWYERS, INC 1,000 COLUMBIA UNIVERSITY LAW SCHOOL 800 CONCORDIA COLLEGE 50 1 CORNELL COLLEGE 150 CORNELL LAW SCHOOL 100 CORNELL UNIVERSITY 2,600 CORPUS CHRISTI 1 SCHOOL 50 COUNTRYSIDE MONTESSORI SCHOOL 500 DARTMOUTH COLLEGE 900 DAVIDSON COLLEGE 1 1,500 DEERFIELD ACADEMY 550 DEERFIELD HIGH SCHOOL 50 DEPAUL UNIVERSITY 1 100 DEPAUL UNIVERSITY COLLEGE OF LAW 250

1 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED 1 FOR THE YEAR ENDED DECEMBER 31, 2002

DAY 1 DETROIT COUNTRY SCHOOL 625 DETROIT INSTITUTE OF ARTS 100 DUKE UNIVERSITY 200 1 EASTERN UNIVERSITY 500 EL RODEO SCHOOL 750 ELEANOR ROOSEVELT HIGH SCHOOL 100 FLETCHER SCHOOL OF LAW AND DIPLOMACY 250 1 FRANCIS W PARKER SCHOOL 3,300 FRANKLIN 8 MARSHALL COLLEGE 2,500 FRIENDS OF NEWBERRY 500 t GEORGE SCHOOL 700 GEORGE WASHINGTON UNIVERSITY LAW SCHOOL 250 GEORGETOWN UNIVERSITY 3,300 LJ GERMANISTIC SOCIETY OF AMERICA, QUADRILLE ACCOUNT 300 GLENCOE EDUCATIONAL FOUNDATION 4,500 GLENWOOD SCHOOL FOR BOYS 75 1 GRAND RAPIDS CHRISTIAN SCHOOLS 100 GRINNELL COLLEGE 160 GUSTAVUS ADOLPHUS COLLEGE 4,500 HALES FRANCISCAN HIGH SCHOOL 50 HAMILTON COLLEGE 55 HARVARD COLLEGE FUND 550 1 HARVARD LAW SCHOOL FUND 10,800 HARVARD-WESTLAKE SCHOOL 250 HASTINGS COLLEGE OF THE LAW 250 HAVERFORD COLLEGE 2,500 HAWAII PREPATORY ACADEMY 2,500 HAWKEN SCHOOL 100 HENRY GEORGE SCHOOL OF SOCIAL SCIENCE 75 HEWITT SCHOOL ANNUAL FUND 250 HOPE COLLEGE 100 1 HOPKINS SCHOOL 125 ILLINOIS INSTITUTE OF TECHNOLOGY 200 INDIANA UNIVERSITY 1,200 1 JOHN BURROUGHS SCHOOL 100 JOHNS HOPKINS UNIVERSITY 150 JOHNSON GRADUATE SCHOOL OF MANAGEMENT 700 KALAMAZOO COLLEGE 500 KNOX COLLEGE 1,050 LA SCUOLA D'ITALIA, G M 1,500 l1 LACANADA FLINTRIDGE EDUCATIONAL FOUNDATION 600 LAKE FOREST COUNTRY DAY SCHOOL 3,750 LANGLEY SCHOOL ANNUAL FUND 2,000 LAUREL HIGH SCHOOL 1 50 LAUREL SCHOOL 200 LEARN CHARTER SCHOOL 65 LOYOLA ACADEMY 1 850 LOYOLA UNIVERSITY 150 1 SCHEDULE II SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED LJ FOR THE YEAR ENDED DECEMBER 37, 2002

MACALESTER COLLEGE 250 MARIAN HIGH SCHOOL 125 MARIST HIGH SCHOOL 200 1 MARQUETTE HIGH SCHOOL 500 MARQUETTE UNIVERSITY 300 MARSHALL-WYTHE SCHOOL OF LAW 7,000 MATER DEI HIGH SCHOOL 1 100 MAYFIELD JUNIOR SCHOOL 4,250 MCINTIRE SCHOOL OF COMMERCE FOUNDATION 100 METHODIST THEOLOGICAL SCHOOL IN OHIO 100 1 MIDDLEBURY COLLEGE 350 MIT ALUMNI FUND 1,350 MORGAN PARK ACADEMY 1,500 MUNDELEIN COLLEGE 250 MUSIC INSTITUTE OF CHICAGO 150 NC STATE UNIVERSITY ALUMNI ASSOCIATION 1,000 NDSU DEVELOPMENT FOUNDATION 50 NEAR NORTH MONTESSORI SCHOOL 250 NEW COLLEGE FOUNDATION 100 1 NEW YORK UNIVERSITY 50 NICHOLS SCHOOL ANNUAL FUND 150 NORTE DAME LAW SCHOOL 1,500 NORTH CENTRAL COLLEGE 500 NORTHWESTERN UNIVERSITY 3,000 NORTHWESTERN UNIVERSITY MEDICAL SCHOOL 100 NORTHWESTERN UNIVERSITY SCHOOL OF LAW 3,275 NORWOOD SCHOOL 1,750 OAK PARK CHRISTIAN ACADEMY 2,000 1 OAK PARK FESTIVAL THEATRE 1,000 OHIO WESLEYAN UNIVERSITY 600 PENN STATE UNIVERSITY 100 1 PEPPERDINE UNIVERSITY 750 PLATO ACADEMY 1,000 PRINCETON PROJECT 55 500 PRINCETON UNIVERSITY 2,550 PURDUE FOUNDATION 250 QUINCY NOTRE DAME 100 1 RANDOLPH-MACON WOMAN'S COLLEGE 300 RICE UNIVERSITY 350 RONALD KNOX MONTESSORI SCHOOL 2,000 1 ROSE HULMAN INSTITUTE OF TECHNOLOGY 400 SAN ANTONIO DE PADUA PARISH SCHOOL 200 SCHOOL FOR CHILDREN OF HIDDEN INTELLIGENCE 180 SCRANTON PREPARATORY 1 SCHOOL 2,500 SHADY HILL SCHOOL 350 SMITH COLLEGE 800 SOUTHERN ILLINOIS UNIVERSITY FOUNDATION 1 100 ST ANN SCHOOL 50 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

ST ANSELM ABBEY SCHOOL 2,750 ST BERNARD'S CENTER FOR LEARNING 500 ST EDMUND SCHOOL 75 ST JOSEPH HIGH SCHOOL 500 ST JOSEPH'S INDIAN SCHOOL 125 ST LUKE SCHOOL ENDOWMENT FUND 1,250 ST MARY OF THE WOODS COLLEGE 100 ST MONICA'S ACADEMY 1,250 ST NORBERT COLLEGE 50 ST PETER 8 PAUL SCHOOL 1,000 ST SCHOLASTICA ACADEMY 50 ST SCHOLASTICA HIGH SCHOOL 250 ST THOMAS ACADEMY 750 ST VIATOR HIGH SCHOOL 250 SWARTHMORE COLLEGE 1,500 TEXAS A&M UNIVERSITY 250 THE CATHERINE COOK SCHOOL 1,000 THE HACKLEY SCHOOL 1,000 THE HILL SCHOOL 1,000 THE KEY SCHOOL 2,000 THE LATIN SCHOOL OF CHICAGO 2,050 THE STANFORD FUND 3,750 THE WESTERN FOUNDATION 3,500 TRINITY HIGH SCHOOL 1,000 TUFTS UNIVERSITY 1,000 UCLA FOUNDATION 100 UCLA FOUNDATION/SCHOOL OF LAW 100 UNIVERSITY OF CHICAGO 2,500 UNIVERSITY OF CHICAGO - LAW SCHOOL 12,650 UNIVERSITY OF CHICAGO LABORATORY SCHOOL 4,000 UNIVERSITY OF COLORADO FOUNDATION, INC 250 UNIVERSITY OF DETROIT JESUIT HIGH SCHOOL & ACADEMY 25 UNIVERSITY OF ILLINOIS FOUNDATION 300 UNIVERSITY OF MICHIGAN 3,150 UNIVERSITY OF MICHIGAN - LAW SCHOOL FUND 2,150 UNIVERSITY OF NOTRE DAME 1,900 UNIVERSITY OF NOTRE DAME LAW SCHOOL 2,000 UNIVERSITY OF PENNSYLVANIA 1,000 UNIVERSITY OF ROCHESTER 2,800 UNIVERSITY OF SOUTHERN CALIFORNIA 200 UNIVERSITY OF VERMONT 500 UNIVERSITY OF VIRGINIA SCHOOL OF LAW 600 UNIVERSITY SCHOOL 100 VALPARAISO UNIVERSITY SCHOOL OF LAW 75 VANDERBILT UNIVERSITY 75 VIRGINIA TECH ATHLETIC FUND 1,000 WABASH COLLEGE 500 WASHINGTON UNIVERSITY 1,800 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

WESTMINSTER SCHOOLS 150 n WHEATON COLLEGE 1,300 WILLIAMS COLLEGE 125 WISCONSIN INSTITUTE FOR TORAH STUDIES 180 WOODLANDS ACADEMY OF THE SACRED HEART 250 YALE ALUMNI FUND 100 YALE LAW SCHOOL FUND 5,000 w YALE UNIVERSITY 1,680 195,045

LAW ORIENTED INSTITUTIONS AMERICAN CIVIL LIBERTIES UNION FUND 500 t APPLESEED FOUNDATION 1,000 CASA OF COOK COUNTY 100 CHICAGO COUNCIL OF LAWYERS 200 CHICAGO VOLUNTEER LEGAL SERVICE FOUNDATION 1,000 DC APPLESEED CENTER 250 DC BAR PRO BONG PROGRAM 100 1 DUKE PUBLIC INTEREST LAW FOUNDATION 450 LAMBDA LEGAL DEFENSE AND EDUCATION FUND INC 700 LEGAL AID SOCIETY OF NEW YORK 50 LEGAL AID SOCIETY OF THE DISTRICT OF COLUMBIA 500 NATIONAL CENTER ON POVERTY LAW INC 100 NITA SCHOLARSHIP FUND 500 1 PUBLIC INTEREST LAW INITIATIVE 350 SOUTHERN POVERTY LAW CENTER 250 WESTERN CENTER ON LAW 8 POVERTY 2,000 r 8,050 CULTURAL INSTITUTIONS 1 ART INSTITUTE OF CHICAGO 1,740 AVALON THEATRE PROJECT 500 BLACK ENSEMBLE THEATER 50 CAMPAIGN FOR THE WESTCHESTER CHILDREN'S MUSEUM 650 CHICAGO ARTISTS' COALITION 50 CHICAGO BOTANIC GARDEN 60 CHICAGO CLASSICAL RECORDING FOUNDATION 2,500 CHICAGO CULTURAL CENTER FOUNDATION 100 CHICAGO HUMANITIES FESTIVAL 2,500 CHICAGO OPERA THEATRE 2,500 CHICAGO PUBLIC RADIO 470 CHICAGO SHAKESPEARE THEATRE 1,100 CHICAGO SYMPHONY ORCHESTRA 605 CIVIC ORCHESTRA OF CHICAGO 50 EVANSTON HISTORICAL SOCIETY 250 FAUBOURG BALLET FOUNDATION 1,500 FIELD MUSEUM OF NATURAL HISTORY 60 ' SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

GLIMMERGLASS OPERA 1,500 HUBBARD STREET DANCE CHICAGO 100 HYDE PARK ART CENTER 750 JOHN G SHEDD AQUARIUM 150 LIFELINE THEATRE 550 ' LIGHNING STRIKES THEATRE COMPANY 200 LINCOLN PARK ZOO 650 LIRA ENSEMBLE 100 LYRIC OPERA 650 METROPOLITAN MUSEUM OF ART 225 METROPOLITAN OPERA 2,500 METROPOLITAN OPERA GUILD 150 MUSEUM OF SCIENCE & INDUSTRY 2,500 MUSIC OF THE BAROQUE 1,900 NATURE CONSERVANCY 550 NATURE CONSERVANCY OF ALASKA 250 f NATURE CONSERVANCY-ILLINOIS CHAPTER 2,300 RED ORCHID THEATRE 175 RIVERSIDE SYMPHONY INC 1,500 SOUTH COLONY PERFORMING ART CENTER 50 STAGE LEFT THEATRE 500 STEPPENWOLF THEATRE COMPANY 150 THE NATURE MUSEUM 500 THE NEOFUTURISTS 500 UPTOWN THEATRE AND CENTER FOR THE ARTS 250 VICTORY GARDENS THEATER 50 WAMU 88 5 FM 350 a WBEZ 91 5 FM 1,775 WEAR FOUNDATION 50 W ETA 400 ' WFMT FINE ARTS CIRCLE 150 WHITNEY MUSEUM OF AMERICAN ART 1,750 WILDLIFE CONSERVATION SOCIETY 100 WTTW/CHANNEL 11 1,335 WYNC FOUNDATION 100 39,395

' SOCIAL, COMMUNITY AND HEALTH SERVICES ADATARI EL 1,800 AIDS PROJECT LOS ANGELES 350 =, AIDS WALK LA 330 AIDS WALK LOS ANGELES 150 - AIDS/LIFECYCLE 150 AISH HATORAH 1,760 ALL STARS PROJECT INC 1,900 ' ALLIANCE FOR LUNG CANCER 50 ALLIANCE FOR LUPUS RESEARCH 350 ALLIANCE VISITING NURSE ASSOCIATON 8 HOSPICE 100 L SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

' ALS ASSOCATION 600 ALZHEIMERS ASSOCIATION 2,025 _ AMERICAN ASSOCIATION OF UNIVERSITY WOMEN 50 AMERICAN CANCER SOCIETY 9,815 AMERICAN CIVIL LIBERTIES UNION 100 AMERICAN DIABETES ASSOCIATION 850 AMERICAN ENTERPRISE INSTITUTE 150 AMERICAN HEART ASSOCIATION 625 AMERICAN JEWISH COMMITTEE 500 AMERICAN LIVER FOUNDATION 350 AMERICAN LUNG ASSOCIATION 300 AMERICAN LUNG ASSOCIATION OF WASHINGTON 50 AMERICAN MARTYRS CATHOLIC CHURCH 1,000 AMERICAN RED MAGEN DAVID FOR ISRAEL 360 AMERICAN RESPIRATORY ALLIANCE 75 . AMERICAN SOCIETY/PREVENTION OF CRUELTY TO ANIMALS 100 AMERICANS UNITED FOR LIFE 500 AN] & NAROD MEMORIAL FUND 1,000 ANIMAL ALLIES 75 ANIMAL ASSISTANCE FUND 500 ANIMAL LEGAL DEFENSE FUND 100 ' ANIMAL PROTECTION INSTITUTE 50 ANIMAL WELFARE LEAGUE 425 ANNUAL CATHOLIC APPEAL 525 ' ANTI CRUELTY SOCIETY 1,700 APNA GHAR INC 100 APOLLO CHORUS OF CHICAGO 550 ARA PARSEGHIAN MEDICAL RESEARCH FOUNDATION 250 ARIZONA COUNCIL FOR CASA INC 200 ARTHRITIS FOUNDATION 250 ' ARTHRITIS RESEARCH INSTITUTE OF AMERICA 50 ASHA FOR EDUCATION 250 ASIAN HEALTH SERVICES 2,165 ASSOCIATION OF VETERINARIANS FOR ANIMAL RIGHTS 50 A-T CHILDREN'S PROJECT 900 AUXILIARY OF EVANSTON NORTHWESTERN HEALTHCARE 1,250 AVON BREAST CANCER CRUSADE 150 AVON'S BREAST CANCER 3-DAY WALK 5,425 BECKET FUND 100 ' BENEDICTINE FOUNDATION 1,000 BENEDICTINE SISTERS OF CHICAGO 25 BENILDE-ST MARGARET'S 300 BENTON COMMUNITY SETTLEMENT 200 BEST FRIENDS ANIMAL SANCTUARY 150 BETH MEDRASH GOVOHA 350 ' BETTER BOYS FOUNDATION 100 BIG BROTHERS BIG SISTERS 50 BIKUR CHOLIM HOSPITAL 500

1 SCHEDULE II

' SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

' BISHOP'S LENTEN APPEAL 500 BOUNTIFUL BLESSINGS 450 ' BOXER REBOUND 600 BOY SCOUTS OF AMERICA 183 BOYS HOPE/GIRLS HOPE 1,750 ' BREAD FOR THE CITY, INC 625 BREAST CANCER RESEARCH FOUNDATION 50 BROADCASTERS' FOUNDATION 1,100 BROADWAY CARES/EQUITY FIGHTS AIDS 50 BROOKFIELD ZOO 331 BURDEN CENTER FOR THE AGING 250 ' C G JUNG INSTITUTE OF CHICAGO 250 CALUMET CITY CONGREGATION OF JEHOVAH'S WITNESSES 500 CALVARY MEMORIAL CHURCH 2,500 THE CAMPAGNA CENTER 300 CAMPAIGN FOR DRUG EDUCATION AWARENESS 100 CANAAN BAPTIST CHURCH 1,334 CANCER SUPPORT CENTER 50 ' CANDLELIGHTERS 1,500 CARDIAC ARRHYTHMIAS RESEARCH 8 EDUCATION FOUNATION 50 CARDINAL'S APPEAL 100 ~I CARE FOUNDATION 500 CAREFIRST 1,000 CARTER CENTER 250 ' CATHOLIC CHARITIES 1,800 CATHOLIC CHARITIES OF ARCHDIOCESE OF WASHINGTON 1,400 CENACLE CONVENT 25 CENTER FOR DISABILITY AND ELDER LAW 125 CENTER FOR THE HOMELESS 500 CENTRAL DUPAGE HOSPITAL 250 ' CHABAD HOUSE AT HARVARD SQUARE INC 360 CHABAD OF CALIFORNIA 180 CHESAPEAKE BAY FOUNDATION 50 . CHESTER GOULD - DICK TRACY MUSEUM 500 CHICAGO CENTER FOR TORAH AND CHESED 550 CHICAGO CHESED FUND 250 ' CHICAGO CHURCH OF CHRIST 2,500 CHICAGO COMMUNITIES IN SCHOOL INC 550 CHICAGO FOUNDATION FOR EDUCATION 500 CHICAGO LIGHTHOUSE 500 CHICAGO SUN-TIMES CHARITY TRUST 50 CHICAGO TRIBUNE HOLIDAY FUND 250 CHICAGO WILDFLOWER WORKS INC 50 CHILDREACH 264 CHILDREN AT THE CROSSROADS 100 ' CHILDREN OF CHORNOBYL RELIEF FUND 250 CHILDREN'S CLINICS FOR REHABILITATIVE SERVICES 275 CHILDREN'S HOME AND AID SOCIETY OF ILLINOIS 250 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED LJ FOR THE YEAR ENDED DECEMBER 31, 2002

100 I CHILDREN'S HOSPITAL CHILDRENS HOSPITAL LOS ANGELES 50 CHILDREN'S MEMORIAL FOUNDATION 100 CHILDREN'S MEMORIAL HOSPITAL 25 CHILDREN'S ORGAN TRANSPLANT ASSOCIATION INC 875 CHILDREN'S WORKSHOP SCHOOL PTA 350 CHILGARDEN CHILD DEVELOPMENT CENTER 100 CHOC-CHILDRENS HOSPITAL OF ORANGE COUNTY 450 CHRISTOPHER REEVE PARALYSIS FOUNDATION 75 CHURCH OF JESUS CHRIST OF LATTER DAY SAINTS 15,900 S CHURCH OF SS PETER & PAUL 150 CHURCH OF THE HOLY COMFORTER 725 THE CHURCHILL FUND 150 CITY HARVEST 900 CITY OF HOPE 4,550 CLEARPOOL INC 150 COALITION FOR THE HOMELESS 500 THE COLLEAGUES 400 COMMUNITY MEALS 500 1 COMPLETE BASIC HEALTH 2002 250 CONFERENCE OF ASIAN PACIFIC AMERICAN LEADERSHIP 750 CONGREGATION CHESED L'AVROHOM 675 THE CONSERVATION FUND 250 CONSTANCE G ZAHORNIK BREAST CENTER 150 CORPUS CHRISTI PARISH 908 THE COUSTEAU SOCIETY 50 CULPEPPER GARDEN 100 CYSTIC FIBROSIS FOUNDATION 3,400 DARE 50 DARIEN ADVOCATES FOR EDUCATION OF THE GIFTED 100 DARUL QASIM 500 1 DC SPECIAL OLYMPICS 1,500 DEBORAH'S PLACE 100 DEFENDERS OF WILDLIFE 50 1 DIDI HIRSCH COMMUNITY MENTAL HEALTH CENTER 300 DISABLED AMERICAN VETERANS 150 DISTRICT 124 TEC-A-THON 75 THE DOE FUND 300 DOROT 110 DOWNTOWN ISLAMIC CENTER 500 DROPKA 150 L THE DYSTONIA FOUNDATION 3,000 EARTHJUSTICE 50 400 LJ EASTER SEALS ENABLE 100 ENVIRONMENTAL DEFENSE 50 EPIPHANY UNITED CHURCH OF CHRIST 1,440 1 EPISCOPAL RELIEF AND DEVELOPMENT 250 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002 1

EQUAL JUSTICE AMERICA 615 ETTAISRAEL CENTER 360 EVERGREEN ASSOCIATION INC 500 EVERYBODY WINS 2,550 f EWTN 250 EXPLOSIVE ORDINANCE DISPOSAL MEMORIAL COMMITTEE 650 FAMILIES OF SPINAL MUSCULAR ATROPHY 200 C1 FAMILY CARE OF ILLINOIS 1,100 FAMILY LIFE CAMPUS CRUSADE FOR CHRIST 300 FARM SANCTUARY 250 FATHER FLANAGAN'S BOYS' HOME 50 THE FEDERALIST SOCIETY 400 FELICIA BETH PRESSER MEMORIAL FUND 150 FIFTH AVENUE PRESBYTERIAN CHURCH 1,000 r FIRST PRESBYTERIAN CHURCH OF LA GRANGE 1,000 FLOSSMOOR COMMUNITY CHURCH 500 1 FOOD-PATCH 250 FORMOSAN ASSOCIATION FOR PUBLIC AFFAIRS 100 FOURTH PRESBYTERIAN CHURCH 1,125 FRIENDS OF HOMELESS ANIMALS 300 FRIENDS OF LOWER EASTSIDE SERVICE CENTER 100 FRIENDS OF THE HIGHLAND PARK LIBRARY 100 f FRIENDS OF THE ISRAEL DEFENSE FUND 250 FRIENDS OF THE LAKOTA PEOPLE INC 1,000 FRIENDS OF THE NATIONAL ZOO 125 FRIENDS OF THE PARKS 100 THE FUND FOR THE CHILDREN OF THE AMERICAS 200 GAY MEN'S HEALTH CRISIS, INC 750 1 GENERAL ASSISTANCE ADVOCACY PROJECT 250 GERMANISTIC SOCIETY OF AMERICA, QUADRILLE ACCOUNT 300 GESHER L'ELOHIM 1,000 l1 GIRL SCOUT COUNCIL OF THE NATION'S CAPITAL 50 GIRL SCOUTS - MOUNT WILSON VISTA COUNCIL 100 GLENCOE PTA 500 GLENCOE WINGS, INFANT WELFARE SOCIETY 300 GLORY CHRISTIAN EDUCATIONAL SUPPORT INTERNATIONAL 600 GRACE UNITED METHODIST CHURCH 1,850 1 GREATER CHICAGO FOOD DEPOSITORY 4,325 GREATER WABASH FOUNDATION 1,000 HABITAT FOR HUMANITY 1,750 HARVARD GLEE CLUB FOUNDATION 250 1 THE HARVARD INDEPENDENT 100 HARVARD JOURNAL OF LAW & PUBLIC POLICY 100 HARVEY CHURCH OF CHRIST 175 HAVEN HILLS INC 50 HEARTLAND AIDSRIDE 150 THE HEARTLAND INSTITUTE 500 HEIFER PROJECT INTERNATIONAL 800 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE 1 YEAR ENDED DECEMBER 31, 2002

HIGH 5 TICKETS TO THE ARTS 1,375 HISTORIC PRESERVATION FOUNDATION OF FORTNIGHTLY 250 HOFFMAN HOMES FOR YOUTH 100 THE HOLOCAUST CENTER BOSTON NORTH 200 HOLY COVENANT UMC 1,000 HOLY FAMILY AUCTION 300 HOLY FAMILY CHURCH 500 CJ HOLY NAME CATHEDRAL 100 HOLY TRINITY CHURCH 1,250 HOMEWOOD FIRE DEPARTMENT ASSOCIATION 50 HOOVED ANIMAL HUMANE SOCIETY 225 HOOVER-WOOD SCHOOL PTO 150 HOPE CENTER 500 HOSPICE OF GUNNISON VALLEY 50 HOUSE OF RUTH 625 HOUSING OPPORTUNITIES FOR WOMEN 300 THE HUMANE FARMING ASSOCIATION 50 HUMANE SOCIETY OF THE UNITED STATES 250 THE HUNTINGTON 500 IBLA FOUNDATION 250 ILLINOIS COUNCIL OF ECONOMIC EDUCATION 1,000 IMMACULATE CONCEPTION CHURCH 825 LJ INNER CITY SCHOLARSHIP FUND 500 INNER-CITY MUSLIM ACTION NETWORK 1,000 INSTITUTE FOR JUSTICE 150 lJ INSTITUTE FOR STUTTERING TREATMENT & RESEARCH 100 INSTITUTE OF CHRIST THE KING 1,250 INSTITUTE OF THE BLESSED VIRGIN MARY 100 INTERFAITH HOUSE 400 INTERVARSITY CHRISTIAN FELLOWSHIP 2,700 IOTA MIDWEST FOUNDATION 700 ISLAMIC CENTER OF MARYLAND 1,050 JACK ORCHARD ALS FOUNDATION 150 JESUS HOUSE CHICAGO 1,350 1 JEWISH COUNCIL FOR THE AGING 500 JEWISH FEDERATION OF WASHINGTON 668 THE JEWISH FOUNDATION FOR THE RIGHTEOUS 500 JEWISH HEALTHCARE FOUNDATION 360 JEWISH NATIONAL FUND 100 JEWISH UNITED FUND OF METROPOLITAN CHICAGO 10,822 JOAN DACHS BAIS YAAKOV 1 1,250 JOHN C SHEDD AQUARIUM 151 JUBILATE CHILDREN'S CHOIR OF THE NORTH SHORE 250 JUNIOR ACHIEVEMENT NEW YORK 100 JUNIOR LEAGUE OF CHICAGO 100 JUNIOR LEAGUE OF PASADENA 650 JUNIOR LEAGUE OF SAN FRANCISCO 150 JUVENILE DIABETES FOUNDATION 50

1 1 SCHEDULE II SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31 . 2002

JUVENILE DIABETES RESEARCH FOUNDATION 825 KID S S FOR KIDS 50 KAPPA ALPHA THETA FOUNDATION 100 KELLOGG CANCER CENTER 250 L KENILWORTH UNION CHURCH 1,950 KINGSBURY 300 KOLLEL YAD CHAIM MORDECHAI 1,250 1 KOMEN ORANGE COUNTY RACE FOR THE CURE 50 LA JEWISH HOME FOR THE AGING 200 LAKE MICHIGAN FEDERATION 100 i LAKELAND ANIMAL SHELTER 150 LAKEVIEW PANTRY 125 LANCERS GREATER BALTIMORE WALK FOR THE HOMELESS 2,100 LANDMARKS PRESERVATION COUNCIL OF ILLINOIS 12,100 1 LEAD REGION HISTORIC TRUST INC 500 LEARNING CENTER-HOUSE OF CONNECTIONS 250 1 LEUKEMIA 8 LYMPHOMA SOCIETY 2,600 LEUKEMIA RESEARCH FOUNDATION 300 LEUKEMIA SOCIETY OF AMERICA 250 LIBERTY TEMPLE FULL GOSPEL CHURCH 1,090 LINK UNLIMITED 3,280 LITTLE BROTHERS-FRIENDS OF THE ELDERLY 25 LITTLE CITY 50 L LITTLE FLOWER FUND 500 LITTLE SISTERS OF THE POOR 550 LIVING WATERS CHURCH OF GOD IN CHRIST 250 LOS ANGELES CHILDREN'S CHORUS 2,500 LOS ANGELES MISSION 500 LUTHERAN CHILD AND FAMILY SERVICES OF ILLINOIS 100 LUTHERAN GENERAL HOSPITAL 250 MAKE A WISH FOUNDATION 1,790 1 MANSIO MENS MONTESSORI 1,500 MARCH OF DIMES 250 MARILLAC HOUSE 250 MARWEN FOUNDATION 1,250 MASSACHUSETTS SPECIAL OLYMPICS 250 THE MATTHEW KELLY FOUNDATION 50 MATTIE TALLEY FOUNDATION 25 MAYO FOUNDATION 100 MEMORIAL SLOAN-KETTERING CANCER CENTER 550 MERCY HOME FOR BOYS AND GIRLS 1,250 MERCY MEDICAL FOUNDATION 150 MESIVTA TIFERETH ISRAEL OF RIZHIN 900 METROPOLITAN FAMILY SERVICES 1,725 MISERICORDIA HEART OF MERCY 25 MISERICORDIA HOME NORTH 75 MISERICORDIA WOMEN'S AUXILIARY 250 MOGAN DAVID ADOM 200 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

MONSIGNOR SMYTH ENDOWMENT FUND 79 THE MOODY CHURCH 1,500 MORLEY PUBLISHING GROUP INC 3,900 MOTHERS AGAINST DRUNK DRIVING 50 MUSCULAR DYSTROPHY ASSOCIATION 150 MY SISTER'S PLACE 100 NATIONAL ANTI-VIVISECTION SOCIETY 25 NATIONAL ARBOR DAY FOUNDATION 50 NATIONAL CHILD RESEARCH CENTER 300 NATIONAL DOWN SYNDROME ASSOCIATION 50 1 NATIONAL MULTIPLE SCLEROSIS SOCIETY 400 NATIONAL POISON CONTROL CENTER 100 NATIONAL WILDLIFE FEDERATION 75 NATURAL RESOURCES DEFENSE COUNCIL 100 NAWAWI FOUNDATION 400 NEBRASKA JEWISH HISTORICAL SOCIETY 80 NEEDIEST KIDS FUND 50 NEIL SAMUEL GHISO FOUNDATION 100 NEW ISRAEL FUND 1,500 NEW LIFE COMMUNITY CHURCH OF CHICAGO 1,500 NEW MOMS INC 400 NEW ORLEANS SUMMERBRIDGE 100 NEW TRIBES MISSIONS 25 NEW YORK PUBLIC LIBRARY 100 NORBERTINE FATHERS 150 1 NORTH SHORE ANIMAL LEAGUE 200 NORTH SHORE CONGREGATION ISRAEL 953 NORTH SHORE FIRST WARD 4,000 1 NORTHEAST AIDSRIDE 50 NORTHWESTERN UNIVERSITY SETTLEMENT 1,250 OAKEN ACRES 500 OCEAN PARK COMMUNITY CENTER 225 OGLE COUNTY HOSPICE ASSOCIATION 50 OLIVE BRANCH 100 OLIVET LUTHERAN CHURCH 350 ONWARD NEIGHBORHOOD HOUSE 150 OPEN STUDIO PROJECT INC 200 1 ORANGETOWN JEWISH CENTER 1,300 OUR LADY OF LEBANON CHURCH 150 OUR LADY OF LOURDES 75 OUR LADY OF MERCY CHURCH 500 OUR LADY OF RANSOM CHURCH 1,425 OUR MOTHER OF GOOD COUNSEL 500 OUT OF THE DARKNESS I 150 OUTERVENTION INC 5,000 PACIFIC COAST BOSTON TERRIER CLUB 100 PARALYZED VETERANS OF AMERICA 135 PEACE BRIGADES INTERNATIONAL 75 1 SCHEDULE II SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

PEACE LUTHERAN CHURCH 1,500 PEAK-THE PARTNERSHIP TO EDUCATE & ADVANCE KIDS 570 PEOPLE FOR THE ETHICAL TREATMENT OF ANIMALS (PETA) 100 PEP 250 P'EYLIM LEV L'ACHIM 200 PHYSICIANS COMMITTEE FOR RESPONSIBLE MEDICINE 100 PIGS, A SANCTUARY 250 PLANNED PARENTHOOD FEDERATION OF AMERICA, INC 150 THE PLAY GROUP THEATRE 500 PLAYING OUT PRODUCTIONS 100 1 PMC/THE JIMMY FUND 100 POALI TZEDELI 250 POPLAR SPRING ANIMAL SANCTUARY 75 L PRAIRIENET 100 PREGNANCY HELP INC 400 PROJECT ANGEL FOOD 225 QUEEN OF ANGELS 100 RECORDING FOR THE BLIND 8 DYSLEXIC 100 RED CROSS DISASTER RELIEF FUND 100 REDEEMER PRESBYTERIAN CHURCH 50 RESEARCH INSTITUTE FOR SMALL 8 EMERGING BUSINESS 1,000 RESTON RAIDERS HOCKEY CLUB 350 RETIREMENT FUND FOR RELIGIOUS 100 REVLON RUN/WALK FOR WOMEN 200 RIVER CITIES HUMANE SOCIETY FOR CATS 100 RIVER NORTH DANCE COMPANY 250 RIVERSIDE PRESBYTERIAN CHURCH 175 ROBIN HOOD FOUNDATION 800 ROOM TO READ 250 RUSH-PRESBYTERIAN-ST LUKE'S MEDICAL CENTER 2,500 SACRED HEART CHURCH 1,100 SAINT STEPHEN'S CHURCH 75 SALVATION ARMY 950 SARASWAT FOUNDATION 1,500 SAVE THE MANATEE CLUB 200 SAVE-A-PET INC 75 SEASON OF CONCERN 350 SECOND UNITARIAN CHURCH 500 I THE SEED FOUNDATION INC 100 SHACHAH WORLD MINISTRIES 1,400 SHELDON HEIGHTS CHURCH OF CHRIST 275 SHELTER OF THE CROSS, INC 7,200 SHIR HADASH RECONSTRUCTION IST SYNAGOGUE 500 SHRINERS HOSPITALS FOR CHILDREN 25 SIERRA CLUB 100 SIGMA GAMMA RHO SORORITY INC 75 SISTERS OF CHARITY OF BVM 25 SISTERS OF PROVIDENCE 25 1 SCHEDULE II SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED 1 FOR THE YEAR ENDED DECEMBER 31, 2002

SISTERS OF ST JOSEPH OF LAGRANGE 25 SKY RANCH LUTHERAN CAMP 500 SMALL MIRACLES INTERNATIONAL INC 400 SO OTHERS MIGHT EAT (SOME) 100 SOCIETY OF THE LITTLE FLOWER 25 SOUTH PARK CONGREGATION OF JEHOVAH'S WITNESSES 500 SOUTH SUBURBAN HUMANE SOCIETY 150 SOUTH SUBURBAN PADS 100 SOUTHEASTERN ASSOC FOR SPECIAL PARKS & RECREATION 100 SPECIAL OLYMPICS ILLINOIS 50 SPECIAL OPERATIONS FUND 500 ST AGNES PARISH 1,025 ST ALBAN'S EPISCOPAL CHURCH 500 ST ANDREW GREEK ORTHODOX CHURCH 850 ST ANN SCHOOL PTO 125 ST BENEDICT'S 750 ST CLEMENT'S PARISH 3,550 ST EDMUND CHURCH 250 ST ELIZABETH'S CHURCH 2,580 1 ST FRANCIS DE SALES CHURCH 200 ST FRANCIS XAVIER CHURCH 2,700 ST GERARD MAJELLA 1,500 ST JAMES CATHOLIC CHURCH 250 ST JAMES LUTHERAN CHURCH 1,500 ST JOHN THE BAPTIST CATHOLIC CHURCH 50 1 ST JUDE 100 ST JUDE CHILDREN'S RESEARCH HOSPITAL 730 ST JUDE HOSPITAL 150 ST JULIE BILLIART CHURCH 620 ST LAMBERT CHURCH 542 ST LUKE'S EPISCOPAL CHURCH 1,000 ST MARK UNITED METHODIST CHURCH 100 ST MARY OF THE ANGELS 750 ST MARY'S CHURCH 1,000 ST MATTHEWSCATHEDRAL 1,450 ST MICHAEL'S CHURCH 3,600 ST PATRICK CHURCH 1,060 1 ST PETER'S UNITED CHURCH OF CHRIST 100 ST SAVA CHURCH 75 ST STEPHEN, DEACON 8 MARTYR CATHOLIC CHURCH 755 ST VINCENT 25 CJ DEPAUL CENTER ST VINCENT DEPAUL CHURCH 500 SUDDEN INFANT DEATH SYNDROME ALLIANCE 250 SU LAM 180 I SUSAN G KOMEN BREAST CANCER FOUNDATION 300 THE SYCAMORES 100 TEMPLE SHAARAY TEFILA OF WESTCHESTER 2,000 TEMPLE SHOLOM 1,825

1 1 SCHEDULE II SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED 1 FOR THE YEAR ENDED DECEMBER 31, 2002

1 TINLEY PARK UNITED METHODIST CHURCH 300 TOYS FOR TOTS 2,75 TREE HOUSE ANIMAL FOUNDATION 1,600 1 TROUT UNLIMITED 60 U S FUND FOR UNICEF 500 UCLA FOUNDATION-AIDS VACCINE 3-DAY 550 UNCF/THE COLLEGE FUND 2,350 UNION CHURCH OF HINSDALE 900 UNITED ANIMAL NATIONS 100 UNITED AUTISM ALLIANCE 250 UNITED JEWISH FUND 180 UNITED LUTHERAN CHURCH OF OAK PARK 100 UNITED STATES HOLOCAUST MUSEUM 225 1 UNITED WAY 115 UNITED WAY 2,255 UNITED WAY OF THE NATIONAL CAPITAL AREA 9,780 1 UNIVERSITY OF CHICAGO MEDICAL CENTER 250 USCD ALUMNI ASSOCIATION 500 VALLEY KINGDOM MINISTRIES INTERNATIONAL 350 VETERANS OF FOREIGN WARS 50 VIETNAM VETERANS MEMORIAL FUND INC 50 VISITATION CHURCH 330 VOICES FOR ILLINOIS CHILDREN 250 VOLUNTEER SERVICES FOR CHILDREN INC 992 WAGNER SOCIETY OF NEW YORK 250 1 WARNER PARK GARDENS 350 WASHINGTON AREA BICYCLIST ASSOCIATION 100 WEINGART ELA YMCA 150 WELLNESS HOUSE 25 WEST LOS ANGELES CHRISTIAN CENTER 50 WHITE HOUSE FELLOWS FOUNDATION 250 WILD ABOUT CATS 50 WILD ANIMAL ORPHANAGE 50 WILDERNESS SOCIETY 50 WILLOW CREEK COMMUNITY CHURCH 2,320 WINDOWS OF OPPORTUNITY, INC 100 WMC FOUNDATION INC 250 WORLD WILDLIFE FUND 100 WYCLIFFE BIBLE TRANSLATORS 1,250 YESHIVA GEDOLAH ATERES MORDECHAI 100 1 YESHIVA SHAARE HATORAH 1,500 YESHIVA TIFERES MEIR 250 YESHIVAS BRISK 200 YESHIVAS MIR YERUSHALAYIM 100 YESHIVATH BETH MOSHE 200 Y-ME NATIONAL BREAST CANCER RESEARCH 50 YORKSHIRE VOLUNTEER FIRE DEPARTMENT 100 YOUNG LIFE FOUNDATION 500 SCHEDULE II

SCHEDULE OF MATCHING CONTRIBUTIONS DISBURSED FOR THE YEAR ENDED DECEMBER 31, 2002

YOUTH AUTOMOTIVE TRAINING CENTER 150 YWCA EVANSTON 200 333,792

TOTAL MATCHING CONTRIBUTIONS DISBURSED 576,282