CLIENT 1819

DUNAGAN JACK LLP 3724 JEFFERSON STREET, SUITE 307 AUSTIN, TX 78731 (512) 420-8997

July 13, 2015

Gazelle Foundation P.O. Box 1487 Austin, TX 78767-1487

FEDERAL ID: 20-5456080

Dear Client:

Your Federal Return of Organization Exempt from Income Tax was acknowledged as accepted by the Internal Revenue Service on July 13, 2015. No tax is payable with the filing of this return. If you have questions about the return, please call the IRS Tax Help number, 1-800-829-4933.

Please be sure to call if you have any questions.

Sincerely,

Gary Joseph Jack OMB No. 1545-0047 Form 990 Return of Organization Exempt From Income Tax 2014 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations) G Do not enter social security numbers on this form as it may be made public. Open to Public Department of the Treasury Inspection Internal Revenue Service G Information about Form 990 and its instructions is at www.irs.gov/form990. A For the 2014 calendar year, or tax year beginning , 2014, and ending ,

B Check if applicable: C D Employer identification number Address change Gazelle Foundation 20-5456080 Name change P.O. Box 1487 E Telephone number Initial return Austin, TX 78767-1487 (512) 487-7992 Final return/terminated Amended return G Gross receipts $ 566,797. Application pending F Name and address of principal officer: Peter Rauch H(a) Is this a group return for subordinates? Yes X No H(b) Are all subordinates included? Yes No Same As C Above If 'No,' attach a list. (see instructions) I Tax-exempt status X 501(c)(3) 501(c) ( )H (insert no.) 4947(a)(1) or 527 J Website: G www.gazellefoundation.org H(c) Group exemption number G G K Form of organization: X Corporation Trust Association Other L Year of formation: 2006 M State of legal domicile: TX Part I Summary 1 Briefly describe the organization's mission or most significant activities: Gazelle Foundation improves the quality of life for people in , Africa by providing access to clean water.

2 Check this box G if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1a) 3 ...... 7 4 Number of independent voting members of the governing body (Part VI, line 1b)...... 4 Total number of individuals employed in calendar year 2014 (Part V, line 2a) 7 5 ...... 5 2 6 Total number of volunteers (estimate if necessary)...... 6 Total unrelated business revenue from Part VIII, column (C), line 12 600 7a ...... 7a 0. Net unrelated business taxable income from Form 990-T, line 34 b ...... 7b 0. Prior Year Current Year 8 Contributions and grants (Part VIII, line 1h) ...... 626,824. 388,187. 9 Program service revenue (Part VIII, line 2g) ...... Investment income (Part VIII, column (A), lines 3, 4, and 7d) 10 ...... 772. 1,013. 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) ...... -5,396. -846. Total revenue ' add lines 8 through 11 (must equal Part VIII, column (A), line 12) 12 . . . . . 622,200. 388,354. 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3)...... 14 Benefits paid to or for members (Part IX, column (A), line 4)...... Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 15 . . . . . 45,046. 69,133. 16 a Professional fundraising fees (Part IX, column (A), line 11e)...... Total fundraising expenses (Part IX, column (D), line 25) G b 44,105. 17 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) ...... 233,521. 404,385. 18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) ...... 278,567. 473,518. 19 Revenue less expenses. Subtract line 18 from line 12 ...... 343,633. -85,164. End of Year Beginning of Current Year 20 Total assets (Part X, line 16) ...... 911,796. 817,583. 21 Total liabilities (Part X, line 26) ...... 0. 6,234. 22 Net assets or fund balances. Subtract line 21 from line 20 ...... 911,796. 811,349. Part II Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. A Sign Signature of officer Date Here A Peter Rauch President Type or print name and title. Print/Type preparer's name Preparer's signature Date Check X if PTIN Paid Gary Joseph Jack self-employed P00184408 Preparer G Firm's name Dunagan Jack LLP Use Only G G Firm's address 3724 Jefferson Street, Suite 307 Firm's EIN 74-2981758 Austin, TX 78731 Phone no. (512) 420-8997 May the IRS discuss this return with the preparer shown above? (see instructions) ...... X Yes No BAA For Paperwork Reduction Act Notice, see the separate instructions. TEEA0113L 05/28/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 2 Part III Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III...... 1 Briefly describe the organization's mission: Gazelle Foundation improves the quality of life for people in Burundi, Africa by providing access to clean water.

2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? ...... Yes X No If 'Yes,' describe these new services on Schedule O. Did the organization cease conducting, or make significant changes in how it conducts, any program services? 3 . . . . Yes X No If 'Yes,' describe these changes on Schedule O. 4 Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.

(Code: ) (Expenses including grants of ) (Revenue ) 4 a $ 367,009. $ $ Gazelle Foundation improved the quality of life for people in Burundi, primarily by building water projects that provide access to clean water.

4 b (Code: ) (Expenses $ including grants of $ ) (Revenue $ )

4 c (Code: ) (Expenses $ including grants of $ ) (Revenue $ )

4 d Other program services. (Describe in Schedule O.) (Expenses $ including grants of $ ) (Revenue $ ) 4 e Total program service expenses G 367,009. BAA TEEA0102L 05/28/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 3 Part IV Checklist of Required Schedules Yes No 1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If 'Yes,' complete Schedule A...... 1 X 2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)?...... 2 X 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If 'Yes,' complete Schedule C, Part I...... 3 X 4 Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If 'Yes,' complete Schedule C, Part II...... 4 X 5 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If 'Yes,' complete Schedule C, Part III...... 5 X 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If 'Yes,' complete Schedule D, Part I ...... 6 X 7 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If 'Yes,' complete Schedule D, Part II...... 7 X 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If 'Yes,' complete Schedule D, Part III...... 8 X 9 Did the organization report an amount in Part X, line 21, for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If 'Yes,' complete Schedule D, Part IV ...... 9 X 10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If 'Yes,' complete Schedule D, Part V...... 10 X 11 If the organization's answer to any of the following questions is 'Yes', then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

a Did the organization report an amount for land, buildings and equipment in Part X, line 10? If 'Yes,' complete Schedule D, Part VI ...... 11 a X b Did the organization report an amount for investments ' other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes,' complete Schedule D, Part VII...... 11 b X c Did the organization report an amount for investments ' program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes,' complete Schedule D, Part VIII ...... 11 c X d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes,' complete Schedule D, Part IX...... 11 d X e Did the organization report an amount for other liabilities in Part X, line 25? If 'Yes,' complete Schedule D, Part X...... 11 e X f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If 'Yes,' complete Schedule D, Part X. . . . 11 f X 12 a Did the organization obtain separate, independent audited financial statements for the tax year? If 'Yes,' complete Schedule D, Parts XI, and XII...... 12a X b Was the organization included in consolidated, independent audited financial statements for the tax year? If 'Yes,' and if the organization answered 'No' to line 12a, then completing Schedule D, Parts XI and XII is optional ...... 12 b X 13 Is the organization a school described in section 170(b)(1)(A)(ii)? If 'Yes,' complete Schedule E ...... 13 X 14 a Did the organization maintain an office, employees, or agents outside of the United States?...... 14a X b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If 'Yes,' complete Schedule F, Parts I and IV ...... 14b X 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If 'Yes,' complete Schedule F, Parts II and IV ...... 15 X 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If 'Yes,' complete Schedule F, Parts III and IV ...... 16 X 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If 'Yes,' complete Schedule G, Part I (see instructions)...... 17 X 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If 'Yes,' complete Schedule G, Part II...... 18 X 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If 'Yes,' complete Schedule G, Part III...... 19 X 20 a Did the organization operate one or more hospital facilities? If 'Yes,' complete Schedule H ...... 20 X b If 'Yes' to line 20a, did the organization attach a copy of its audited financial statements to this return? ...... 20 b

BAA TEEA0103L 05/28/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 4 Part IV Checklist of Required Schedules (continued) Yes No 21 Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If 'Yes,' complete Schedule I, Parts I and II...... 21 X 22 Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If 'Yes,' complete Schedule I, Parts I and III ...... 22 X 23 Did the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If 'Yes,' complete Schedule J ...... 23 X 24 a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If 'Yes,' answer lines 24b through 24d and complete Schedule K. If 'No, 'go to line 25a ...... 24a X b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...... 24b c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? ...... 24c d Did the organization act as an 'on behalf of' issuer for bonds outstanding at any time during the year? ...... 24d 25 a Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If 'Yes,' complete Schedule L, Part I ...... 25a X b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 'Yes,' complete Schedule L, Part I...... 25b X 26 Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If 'Yes', complete Schedule L, Part II...... 26 X 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If 'Yes,' complete Schedule L, Part III...... 27 X 28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions): a A current or former officer, director, trustee, or key employee? If 'Yes,' complete Schedule L, Part IV ...... 28a X b A family member of a current or former officer, director, trustee, or key employee? If 'Yes,' complete Schedule L, Part IV ...... 28b X c An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If 'Yes,' complete Schedule L, Part IV ...... 28c X 29 Did the organization receive more than $25,000 in non-cash contributions? If 'Yes,' complete Schedule M ...... 29 X 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If 'Yes,' complete Schedule M...... 30 X 31 Did the organization liquidate, terminate, or dissolve and cease operations? If 'Yes,' complete Schedule N, Part I...... 31 X 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If 'Yes,' complete Schedule N, Part II...... 32 X 33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If 'Yes,' complete Schedule R, Part I...... 33 X 34 Was the organization related to any tax-exempt or taxable entity? If 'Yes,' complete Schedule R, Part II, III, or IV, and Part V, line 1...... 34 X 35 a Did the organization have a controlled entity within the meaning of section 512(b)(13)?...... 35a X b If 'Yes' to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If 'Yes,' complete Schedule R, Part V, line 2...... 35b 36 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If 'Yes,' complete Schedule R, Part V, line 2 ...... 36 X 37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If 'Yes,' complete Schedule R, Part VI ...... 37 X 38 Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O...... 38 X BAA Form 990 (2014)

TEEA0104L 05/28/14 Form 990 (2014) Gazelle Foundation 20-5456080 Page 5 Part V Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule O contains a response or note to any line in this Part V ...... Yes No Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable 1 a ...... 1 a 0 Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable b ...... 1 b 0 c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners?...... 1 c 2 a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax State- ments, filed for the calendar year ending with or within the year covered by this return . . . . . 2 a 2 b If at least one is reported on line 2a, did the organization file all required federal employment tax returns? ...... 2 b X Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions) 3 a Did the organization have unrelated business gross income of $1,000 or more during the year?...... 3 a X b If 'Yes' has it filed a Form 990-T for this year? If 'No' to line 3b, provide an explanation in Schedule O ...... 3 b 4 a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? ...... 4 a X b If 'Yes,' enter the name of the foreign country: G See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts. (FBAR) 5 a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ...... 5 a X b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?...... 5 b X c If 'Yes,' to line 5a or 5b, did the organization file Form 8886-T?...... 5 c 6 a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...... 6 a X b If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?...... 6 b 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?...... 7 a X b If 'Yes,' did the organization notify the donor of the value of the goods or services provided? ...... 7 b X c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? ...... 7 c X d If 'Yes,' indicate the number of Forms 8282 filed during the year...... 7 d e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?...... 7 e X f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?...... 7 f X g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...... 7 g h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? ...... 7 h 8 Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year?...... 8 9 Sponsoring organizations maintaining donor advised funds.

a Did the sponsoring organization make any taxable distributions under section 4966? ...... 9 a b Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...... 9 b 10 Section 501(c)(7) organizations. Enter:

a Initiation fees and capital contributions included on Part VIII, line 12 ...... 10 a b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities. . . . . 10 b 11 Section 501(c)(12) organizations. Enter:

a Gross income from members or shareholders...... 11 a b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.)...... 11 b

12 a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?...... 12 a b If 'Yes,' enter the amount of tax-exempt interest received or accrued during the year...... 12 b 13 Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? ...... 13 a Note. See the instructions for additional information the organization must report on Schedule O. b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans...... 13 b c Enter the amount of reserves on hand...... 13 c 14 a Did the organization receive any payments for indoor tanning services during the tax year?...... 14 a X b If 'Yes,' has it filed a Form 720 to report these payments? If 'No,' provide an explanation in Schedule O...... 14 b BAA TEEA0105L 05/28/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 6 Part VI Governance, Management, and Disclosure For each 'Yes' response to lines 2 through 7b below, and for a 'No' response to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions. Check if Schedule O contains a response or note to any line in this Part VI...... X Section A. Governing Body and Management Yes No

1 a Enter the number of voting members of the governing body at the end of the tax year...... 1 a If there are material differences in voting rights among members 7 of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O. Enter the number of voting members included in line 1a, above, who are independent b ...... 1 b 7 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? ...... 2 X 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors, or trustees, or key employees to a management company or other person? ...... 3 X 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...... See ...... Sch ...... O...... 4 X 5 Did the organization become aware during the year of a significant diversion of the organization's assets?...... 5 X 6 Did the organization have members or stockholders?...... 6 X 7 a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ...... 7 a X b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...... 7 b X 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a The governing body?...... 8 a X b Each committee with authority to act on behalf of the governing body?...... 8 b X 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If 'Yes,' provide the names and addresses in Schedule O ...... 9 X Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.) Yes No 10 a Did the organization have local chapters, branches, or affiliates?...... 10 a X b If 'Yes,' did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? ...... 10 b 11 a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?...... 11 a X b Describe in Schedule O the process, if any, used by the organization to review this Form 990. See Schedule O 12 a Did the organization have a written conflict of interest policy? If 'No,' go to line 13 ...... 12 a X b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...... 12 b X c Did the organization regularly and consistently monitor and enforce compliance with the policy? If 'Yes,' describe in Schedule O how this was done. . . . .See ...... Schedule ...... O ...... 12 c X 13 Did the organization have a written whistleblower policy?...... 13 X 14 Did the organization have a written document retention and destruction policy?...... 14 X 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official. . See...... Schedule...... O...... 15 a X b Other officers or key employees of the organization...... 15 b X If 'Yes' to line 15a or 15b, describe the process in Schedule O (see instructions). 16 a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year?...... 16 a X b If 'Yes,' did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements?...... 16 b Section C. Disclosure List the states with which a copy of this Form 990 is required to be filed G 17 None 18 Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (Section 501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply. Own website Another's website Upon request Other (explain in Schedule O) X 19 Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year. See Schedule O 20 State the name, address, and telephone number of the person who possesses the organization's books and records: G Michael Madison P.O. Box 1487 Austin TX 78767-1487 (512) 487-7992 BAA TEEA0106L 11/13/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 7 Part VII Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ...... Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1 a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year. ? List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid. ? List all of the organization's current key employees, if any. See instructions for definition of 'key employee.' ? List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations. ? List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. ? List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest compensated employees; and former such persons. Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee. (C) Position (do not check more (A) (B) than one box, unless person (D) (E) (F) Name and Title Average is both an officer and a Reportable Reportable Estimated hours director/trustee) compensation from compensation from amount of other per the organization related organizations compensation week (W-2/1099-MISC) (W-2/1099-MISC) from the (list any organization hours for and related related organizations organiza- tions below dotted line)

(1) Gilbert Tuhabonye 8 Chairman 0 X X 0. 0. 0. (2) Peter Rauch 6 President 0 X X 0. 0. 0. (3) Minnie Hollyman 2 Vice President 0 X X 0. 0. 0. (4) Albert Saenz 2 Secretary 0 X X 0. 0. 0. (5) Joel Rollins 2 Treasurer 0 X X 0. 0. 0. (6) Kerri Fields 2 Director 0 X 0. 0. 0. (7) Christian Goy 6 Director 0 X 0. 0. 0. (8) Michael Madison 40 Administrator 0 X 49,678. 0. 0. (9)

(10)

(11)

(12)

(13)

(14)

BAA TEEA0107L 02/27/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 8 Part VII Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (B) (C) Position (A) Average (do not check more than one (D) (E) (F) hours box, unless person is both an Name and title Reportable Reportable Estimated per officer and a director/trustee) compensation from compensation from amount of other week the organization related organizations compensation (list any (W-2/1099-MISC) (W-2/1099-MISC) from the hours organization for and related related organizations organiza - tions below dotted line)

(15)

(16)

(17)

(18)

(19)

(20)

(21)

(22)

(23)

(24)

(25)

G 1 b Sub-total...... 49,678. 0. 0. c Total from continuation sheets to Part VII, Section A ...... G G 0. 0. 0. d Total (add lines 1b and 1c)...... 49,678. 0. 0. 2 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization G 0 Yes No 3 Did the organization list any former officer, director, or trustee, key employee, or highest compensated employee on line 1a? If 'Yes,' complete Schedule J for such individual...... 3 X 4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If 'Yes' complete Schedule J for such individual...... 4 X 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If 'Yes,' complete Schedule J for such person...... 5 X Section B. Independent Contractors 1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization's tax year. (A) (B) (C) Name and business address Description of services Compensation

2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization G 0 BAA TEEA0108L 03/09/15 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 9 Part VIII Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII...... (A) (B) (C) (D) Total revenue Related or Unrelated Revenue exempt business excluded from tax function revenue under sections revenue 512-514 1 a Federated campaigns...... 1 a b Membership dues ...... 1 b c Fundraising events 1 c ...... 181,384. d Related organizations ...... 1 d e Government grants (contributions). . . . . 1 e

f All other contributions, gifts, grants, and 1 f similar amounts not included above. . . . 206,803. g Noncash contributions included in lines 1a-1f: $ h Total. Add lines 1a-1f G ...... 388,187. Business Code 2 a b c d e

f All other program service revenue. . . .

g Total. Add lines 2a-2f...... G 3 Investment income (including dividends, interest and other similar amounts) G ...... 1,013. 1,013. 4 Income from investment of tax-exempt bond proceeds.. . G. 5 Royalties ...... G (i) Real (ii) Personal

6 a Gross rents...... b Less: rental expenses c Rental income or (loss). . . . d Net rental income or (loss)...... G (i) Securities (ii) Other 7 a Gross amount from sales of assets other than inventory b Less: cost or other basis and sales expenses...... c Gain or (loss)...... d Net gain or (loss) ...... G 8 a Gross income from fundraising events (not including. .$ 181,384. of contributions reported on line 1c). See Part IV, line 18 a ...... 176,996. b Less: direct expenses b ...... 178,443. c Net income or (loss) from fundraising events G ...... -1,447. 9 a Gross income from gaming activities. See Part IV, line 19 ...... a b Less: direct expenses ...... b c Net income or (loss) from gaming activities...... G 10 a Gross sales of inventory, less returns and allowances ...... a b Less: cost of goods sold...... b

c Net income or (loss) from sales of inventory ...... G Miscellaneous Revenue Business Code 11 a Other revenues 601. 601. b c

d All other revenue...... e Total. Add lines 11a-11d G ...... 601. 12 Total revenue. See instructions G ...... 388,354. 0. 0. 1,614. BAA TEEA0109L 11/13/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 10 Part IX Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A). Check if Schedule O contains a response or note to any line in this Part IX...... (A) (B) (C) (D) Do not include amounts reported on lines Total expenses Program service Management and Fundraising 6b, 7b, 8b, 9b, and 10b of Part VIII. expenses general expenses expenses 1 Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21...... 2 Grants and other assistance to domestic individuals. See Part IV, line 22...... 3 Grants and other assistance to foreign organizations, foreign governments, and for- eign individuals. See Part IV, lines 15 and 16

4 Benefits paid to or for members...... 5 Compensation of current officers, directors, trustees, and key employees ...... 49,678. 14,904. 12,419. 22,355. 6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ...... 0. 0. 0. 0. 7 Other salaries and wages ...... 14,564. 4,369. 3,641. 6,554. 8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ...... 9 Other employee benefits ...... 10 Payroll taxes ...... 4,891. 1,467. 1,223. 2,201. 11 Fees for services (non-employees):

a Management ...... b Legal...... c Accounting ...... 7,450. 7,450. d Lobbying ...... e Professional fundraising services. See Part IV, line 17. . . f Investment management fees...... g Other. (If line 11g amt exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)...... 12 Advertising and promotion...... 13 Office expenses...... Information technology 14 ...... 3,159. 3,159. 15 Royalties...... 16 Occupancy ...... Travel 17 ...... 13,117. 13,117. 18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 19 Conferences, conventions, and meetings. . . . 20 Interest...... 21 Payments to affiliates...... Depreciation, depletion, and amortization 22 . . . . 2,565. 2,565. 23 Insurance ...... 24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)...... a Water projects 323,775. 323,775. b Miscellaneous 21,320. 1,867. 16,149. 3,304. c Facilities 18,991. 5,698. 4,747. 8,546. d Bank & credit card charges 10,415. 10,415. e All other expenses...... 3,593. 1,812. 636. 1,145. 25 Total functional expenses. Add lines 1 through 24e. . . . 473,518. 367,009. 62,404. 44,105. 26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here G X if following SOP 98-2 (ASC 958-720)......

BAA TEEA0110L 05/28/14 Form 990 (2014) Form 990 (2014) Gazelle Foundation 20-5456080 Page 11 Part X Balance Sheet

Check if Schedule O contains a response or note to any line in this Part X ...... (A) (B) Beginning of year End of year Cash ' non-interest-bearing 1 ...... 189,557. 1 50,240. Savings and temporary cash investments 2 ...... 718,605. 2 266,274. 3 Pledges and grants receivable, net...... 3 4 Accounts receivable, net...... 4 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ...... 5 6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions). Complete Part II of Schedule L...... 6 7 Notes and loans receivable, net...... 7 8 Inventories for sale or use...... 8 9 Prepaid expenses and deferred charges...... 9 10 a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D ...... 10 a 7,695. Less: accumulated depreciation b ...... 10 b 6,626. 3,634. 10 c 1,069. 11 Investments ' publicly traded securities...... 11 Investments ' other securities. See Part IV, line 11 12 ...... 12 500,000. 13 Investments ' program-related. See Part IV, line 11 ...... 13 14 Intangible assets...... 14 15 Other assets. See Part IV, line 11...... 15 16 Total assets. Add lines 1 through 15 (must equal line 34)...... 911,796. 16 817,583. Accounts payable and accrued expenses 17 ...... 17 6,234. 18 Grants payable...... 18 19 Deferred revenue...... 19 20 Tax-exempt bond liabilities ...... 20 21 Escrow or custodial account liability. Complete Part IV of Schedule D...... 21 22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II of Schedule L...... 22 23 Secured mortgages and notes payable to unrelated third parties ...... 23 24 Unsecured notes and loans payable to unrelated third parties...... 24 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D. 25 26 Total liabilities. Add lines 17 through 25...... 0. 26 6,234. Organizations that follow SFAS 117 (ASC 958), check here G and complete lines 27 through 29, and lines 33 and 34. X Unrestricted net assets 27 ...... 911,796. 27 811,349. 28 Temporarily restricted net assets...... 28 29 Permanently restricted net assets...... 29 Organizations that do not follow SFAS 117 (ASC 958), check here G and complete lines 30 through 34.

30 Capital stock or trust principal, or current funds ...... 30 31 Paid-in or capital surplus, or land, building, or equipment fund...... 31 32 Retained earnings, endowment, accumulated income, or other funds ...... 32 Total net assets or fund balances 33 ...... 911,796. 33 811,349. Total liabilities and net assets/fund balances 34 ...... 911,796. 34 817,583. BAA Form 990 (2014)

TEEA0111L 05/28/14 Form 990 (2014) Gazelle Foundation 20-5456080 Page 12 Part XI Reconciliation of Net Assets Check if Schedule O contains a response or note to any line in this Part XI...... X 1 Total revenue (must equal Part VIII, column (A), line 12) ...... 1 388,354. 2 Total expenses (must equal Part IX, column (A), line 25) 2 ...... 473,518. 3 Revenue less expenses. Subtract line 2 from line 1 3 ...... -85,164. 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A))...... 4 911,796. 5 Net unrealized gains (losses) on investments...... 5 6 Donated services and use of facilities ...... 6 7 Investment expenses...... 7 8 Prior period adjustments ...... 8 9 Other changes in net assets or fund balances (explain in Schedule O) 9 . . .See ...... Schedule ...... O...... -15,283. 10 Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B)) 10 ...... 811,349. Part XII Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII ...... Yes No Accounting method used to prepare the Form 990: Cash Accrual Other 1 X If the organization changed its method of accounting from a prior year or checked 'Other,' explain in Schedule O. 2 a Were the organization's financial statements compiled or reviewed by an independent accountant? ...... 2 a X If 'Yes,' check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both: Separate basis Consolidated basis Both consolidated and separate basis b Were the organization's financial statements audited by an independent accountant?...... 2 b X If 'Yes,' check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both: Separate basis Consolidated basis Both consolidated and separate basis X c If 'Yes' to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?...... 2 c X If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. 3 a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ...... 3 a X b If 'Yes,' did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits ...... 3 b BAA Form 990 (2014)

TEEA0112L 05/28/14 Public Charity Status and Public Support OMB No. 1545-0047 SCHEDULE A Complete if the organization is a section 501(c)(3) organization or a section 2014 (Form 990 or 990-EZ) 4947(a)(1) nonexempt charitable trust. G Attach to Form 990 or Form 990-EZ. G Information about Schedule A (Form 990 or 990-EZ) and its instructions is Open to Public Department of the Treasury Inspection Internal Revenue Service at www.irs.gov/form990. Name of the organization Employer identification number Gazelle Foundation 20-5456080 Part I Reason for Public Charity Status (All organizations must complete this part.) See instructions. The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.) 1 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i). 2 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.) 3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state: 5 An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.) 6 A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). 7 An organization that normally receives a substantial part of its support from a governmental unit or from the general public described X in section 170(b)(1)(A)(vi). (Complete Part II.) 8 A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.) 9 An organization that normally receives: (1) more than 33-1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions ' subject to certain exceptions, and (2) no more than 33-1/3% 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). (Complete Part III.) 10 An organization organized and operated exclusively to test for public safety. See section 509(a)(4). 11 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g. a Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B. b Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C. c Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E. d Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V. e Check this box if the organization received a written determination from the IRS that is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization. f Enter the number of supported organizations...... g Provide the following information about the supported organization(s).

(i) Name of supported (ii) EIN (iii) Type of organization (iv) Is the (v) Amount of monetary (vi) Amount of other organization (described on lines 1-9 organization listed support (see instructions) support (see instructions) above or IRC section in your governing (see instructions)) document?

Yes No

(A)

(B)

(C)

(D)

(E)

Total BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule A (Form 990 or 990-EZ) 2014

TEEA0401L 07/16/14 Schedule A (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 2 Part II Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) Section A. Public Support

Calendar year (or fiscal year (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total beginning in) G 1 Gifts, grants, contributions, and membership fees received. (Do not include any 'unusual grants.')...... 219,595. 152,645. 428,786. 626,824. 388,187. 1,816,037. 2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf ...... 0. 3 The value of services or facilities furnished by a governmental unit to the organization without charge . . . . 0. 4 Total. Add lines 1 through 3 . . . 219,595. 152,645. 428,786. 626,824. 388,187. 1,816,037. 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) . . . 730,659. 6 Public support. Subtract line 5 from line 4 ...... 1,085,378. Section B. Total Support

Calendar year (or fiscal year (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total beginning in) G Amounts from line 4 7 ...... 219,595. 152,645. 428,786. 626,824. 388,187. 1,816,037. 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources ...... 48. 547. 566. 772. 1,013. 2,946. 9 Net income from unrelated business activities, whether or not the business is regularly carried on ...... 0. 10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) . . See...... Part...... VI ...... 9,382. 3,881. 4,178. 2,770. 601. 20,812. 11 Total support. Add lines 7 through 10 ...... 1,839,795. Gross receipts from related activities, etc (see instructions) 12 ...... 12 685,939. 13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ...... G Section C. Computation of Public Support Percentage Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) 14 ...... 14 58.99 % Public support percentage from 2013 Schedule A, Part II, line 14 % 15 ...... 15 60.13 16 a 33-1/3% support test ' 2014. If the organization did not check the box on line 13, and the line 14 is 33-1/3% or more, check this box G and stop here. The organization qualifies as a publicly supported organization...... X b 33-1/3% support test ' 2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33-1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization...... G

17 a 10%-facts-and-circumstances test ' 2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the 'facts-and-circumstances' test, check this box and stop here. Explain in Part VI how the organization meets the 'facts-and-circumstances' test. The organization qualifies as a publicly supported organization ...... G

b 10%-facts-and-circumstances test ' 2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the 'facts-and-circumstances' test, check this box and stop here. Explain in Part VI how the organization meets the 'facts-and-circumstances' test. The organization qualifies as a publicly supported organization...... G

18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions . . . G BAA Schedule A (Form 990 or 990-EZ) 2014

TEEA0402L 07/16/14 Schedule A (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 3 Part III Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) Section A. Public Support Calendar year (or fiscal yr beginning in) G (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total 1 Gifts, grants, contributions and membership fees received. (Do not include any 'unusual grants.') ...... 2 Gross receipts from admis- sions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... 3 Gross receipts from activities that are not an unrelated trade or business under section 513 . 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...... 5 The value of services or facilities furnished by a governmental unit to the organization without charge. . . . 6 Total. Add lines 1 through 5 . . . 7 a Amounts included on lines 1, 2, and 3 received from disqualified persons...... b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year......

c Add lines 7a and 7b...... 8 Public support (Subtract line 7c from line 6.) ...... Section B. Total Support (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total Calendar year (or fiscal yr beginning in) G 9 Amounts from line 6 ...... 10 a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources ...... b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. . . c Add lines 10a and 10b...... 11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on ...... 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)...... 13 Total support. (Add Iines 9, 10c, 11 and 12.) ...... 14 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ...... G Section C. Computation of Public Support Percentage 15 Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f))...... 15 % 16 Public support percentage from 2013 Schedule A, Part III, line 15...... 16 % Section D. Computation of Investment Income Percentage 17 Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ...... 17 % 18 Investment income percentage from 2013 Schedule A, Part III, line 17 ...... 18 % 19 a 33-1/3% support tests ' 2014. If the organization did not check the box on line 14, and line 15 is more than 33-1/3%, and line 17 is not more than 33-1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ...... G b 33-1/3% support tests ' 2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33-1/3%, and line 18 is not more than 33-1/3%, check this box and stop here. The organization qualifies as a publicly supported organization. . . . . G 20 Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions...... G

BAA TEEA0403L 07/17/14 Schedule A (Form 990 or 990-EZ) 2014 Schedule A (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 4 Part IV Supporting Organizations (Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.) Section A. All Supporting Organizations Yes No 1 Are all of the organization's supported organizations listed by name in the organization's governing documents? If 'No,' describe in Part VI how the supported organizations are designated. If designated by class or purpose, describe the designation. If historic and continuing relationship, explain...... 1

2 Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If 'Yes,' explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2)...... 2

3 a Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If 'Yes,' answer (b) and (c) below...... 3a

b Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If 'Yes,' describe in Part VI when and how the organization made the determination...... 3b

c Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If 'Yes,' explain in Part VI what controls the organization put in place to ensure such use ...... 3c

4 a Was any supported organization not organized in the United States ('foreign supported organization')? If 'Yes' and if you checked 11a or 11b in Part I, answer (b) and (c) below...... 4a

b Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If 'Yes,' describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations...... 4b

c Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If 'Yes,' explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes...... 4c

5 a Did the organization add, substitute, or remove any supported organizations during the tax year? If 'Yes,' answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document) ...... 5a

b Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?...... 5b

c Substitutions only. Was the substitution the result of an event beyond the organization's control? ...... 5c

6 Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of 6 the filing organization's supported organizations? If 'Yes,' provide detail in Part VI ...... 7 Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If 'Yes,' complete Part I of Schedule L (Form 990)...... 7

8 Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If 'Yes,' complete Part I of Schedule L (Form 990) ...... 8

9 a Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If 'Yes,' provide detail in Part VI...... 9a b Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If 'Yes,' provide detail in Part VI...... 9b

c Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If 'Yes,' provide detail in Part VI ...... 9c 10 a Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If 'Yes,' answer (b) below ...... 10a b Did the organization, have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings.)...... 10b

BAA TEEA0404L 07/17/14 Schedule A (Form 990 or 990-EZ) 2014 Schedule A (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 5 Part IV Supporting Organizations (continued) Yes No 11 Has the organization accepted a gift or contribution from any of the following persons? a A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization? ...... 11a

b A family member of a person described in (a) above?...... 11b

c A 35% controlled entity of a person described in (a) or (b) above? If 'Yes' to a, b, or c, provide detail in Part VI...... 11c Section B. Type I Supporting Organizations Yes No 1 Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization's directors or trustees at all times during the tax year? If 'No,' describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization's activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year ...... 1 2 Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If 'Yes,' explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised, or controlled the supporting organization...... 2 Section C. Type II Supporting Organizations Yes No 1 Were a majority of the organization's directors or trustees during the tax year also a majority of the directors or trustees of each of the organization's supported organization(s)? If 'No,' describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s)...... 1 Section D. All Type III Supporting Organizations Yes No

1 Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization's tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization's governing documents in effect on the date of notification, to the extent not previously provided? ...... 1

2 Were any of the organization's officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If 'No,' explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s) ...... 2

3 By reason of the relationship described in (2), did the organization's supported organizations have a significant voice in the organization's investment policies and in directing the use of the organization's income or assets at all times during the tax year? If 'Yes,' describe in Part VI the role the organization's supported organizations played in this regard...... 3 Section E. Type III Functionally-Integrated Supporting Organizations

1 Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions): a The organization satisfied the Activities Test. Complete line 2 below. b The organization is the parent of each of its supported organizations. Complete line 3 below. c The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions).

2 Activities Test. Answer (a) and (b) below. Yes No a Did substantially all of the organization's activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If 'Yes,' then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities...... 2a

b Did the activities described in (a) constitute activities that, but for the organization's involvement, one or more of the organization's supported organization(s) would have been engaged in? If 'Yes,' explain in Part VI the reasons for the organization's position that its supported organization(s) would have engaged in these activities but for the organization's involvement...... 2b

3 Parent of Supported Organizations. Answer (a) and (b) below. a Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI ...... 3a b Did the organization exercise a substantial degree of direction over the policies, programs, and activities of each of its supported organizations? If 'Yes,' describe in Part VI the role played by the organization in this regard...... 3b BAA TEEA0405L 07/18/14 Schedule A (Form 990 or 990-EZ) 2014 Schedule A (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 6 Part V Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations 1 Check here if the organization satisfied the Integral Part Test as a qualifying trust on November 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E. (B) Current Year Section A ' Adjusted Net Income (A) Prior Year (optional)

1 Net short-term capital gain ...... 1

2 Recoveries of prior-year distributions...... 2

3 Other gross income (see instructions)...... 3

4 Add lines 1 through 3 ...... 4

5 Depreciation and depletion ...... 5 6 Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)...... 6

7 Other expenses (see instructions)...... 7

8 Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)...... 8 (B) Current Year Section B ' Minimum Asset Amount (A) Prior Year (optional)

1 Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):

a Average monthly value of securities...... 1a

b Average monthly cash balances...... 1b

c Fair market value of other non-exempt-use assets ...... 1c

d Total (add lines 1a, 1b, and 1c)...... 1d e Discount claimed for blockage or other factors (explain in detail in Part VI):

2 Acquisition indebtedness applicable to non-exempt-use assets...... 2

3 Subtract line 2 from line 1d...... 3 4 Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions)...... 4

5 Net value of non-exempt-use assets (subtract line 4 from line 3)...... 5

6 Multiply line 5 by .035...... 6

7 Recoveries of prior-year distributions...... 7

8 Minimum Asset Amount (add line 7 to line 6) ...... 8 Section C ' Distributable Amount Current Year

1 Adjusted net income for prior year (from Section A, line 8, Column A)...... 1

2 Enter 85% of line 1 ...... 2

3 Minimum asset amount for prior year (from Section B, line 8, Column A)...... 3

4 Enter greater of line 2 or line 3 ...... 4

5 Income tax imposed in prior year ...... 5 6 Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)...... 6 7 Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions). BAA Schedule A (Form 990 or 990-EZ) 2014

TEEA0406L 07/18/14 Schedule A (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 7 Part V Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued) Section D ' Distributions Current Year

1 Amounts paid to supported organizations to accomplish exempt purposes...... 2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity......

3 Administrative expenses paid to accomplish exempt purposes of supported organizations ......

4 Amounts paid to acquire exempt-use assets......

5 Qualified set-aside amounts (prior IRS approval required) ......

6 Other distributions (describe in Part VI). See instructions......

7 Total annual distributions. Add lines 1 through 6 ...... 8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions......

9 Distributable amount for 2014 from Section C, line 6 ......

10 Line 8 amount divided by Line 9 amount...... (i) (ii) (iii) Section E ' Distribution Allocations (see instructions) Excess Underdistributions Distributable Distributions Pre-2014 Amount for 2014

1 Distributable amount for 2014 from Section C, line 6 ...... 2 Underdistributions, if any, for years prior to 2014 (reasonable cause required ' see instructions)...... 3 Excess distributions carryover, if any, to 2014: a b c d

e From 2013......

f Total of lines 3a through e......

g Applied to underdistributions of prior years ......

h Applied to 2014 distributable amount......

i Carryover from 2009 not applied (see instructions)......

j Remainder. Subtract lines 3g, 3h, and 3i from 3f...... 4 Distributions for 2014 from Section D, line 7: $ a Applied to underdistributions of prior years ......

b Applied to 2014 distributable amount...... c Remainder. Subtract lines 4a and 4b from 4 ...... 5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)...... 6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) ......

7 Excess distributions carryover to 2015. Add lines 3j and 4c...... 8 Breakdown of line 7: a b c

d Excess from 2013......

e Excess from 2014...... BAA Schedule A (Form 990 or 990-EZ) 2014

TEEA0407L 10/31/14 Schedule A (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 8 Part VI Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Part II, Line 10 - Other Income

Nature and Source 2014 2013 2012 2011 2010

Other revenues $ 601. $ 2,770. $ 4,178. $ 3,881. $ 9,382. Total $ 601. $ 2,770. $ 4,178. $ 3,881. $ 9,382.

BAA Schedule A (Form 990 or 990-EZ) 2014

TEEA0408L 08/18/14 OMB No. 1545-0047 Schedule B PUBLIC DISCLOSURE COPY (Form 990, 990-EZ, Schedule of Contributors or 990-PF) 2014 G Attach to Form 990, Form 990-EZ, or Form 990-PF Department of the Treasury Internal Revenue Service G Information about Schedule B (Form 990, 990-EZ, 990-PF) and its instructions is at www.irs.gov/form990. Name of the organization Employer identification number Gazelle Foundation 20-5456080 Organization type (check one): Filers of: Section: Form 990 or 990-EZ X 501(c)( 3 ) (enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization

Form 990-PF 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule

Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions. General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33-1/3% support test of the regulations X under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ...... G $

Caution: An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer 'No' on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990EZ, Schedule B (Form 990, 990-EZ, or 990-PF) (2014) or 990-PF.

TEEA0701L 11/13/14 Page of Schedule B (Form 990, 990-EZ, or 990-PF) (2014) 1 2 of Part 1 Name of organization Employer identification number Gazelle Foundation 20-5456080 Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 1 X Payroll $ 30,000. Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 2 X Payroll $ 100,000. Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 3 X Payroll $ 10,000. Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 4 X Payroll $ 28,245. Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 5 X Payroll $ 11,505. Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 6 X Payroll $ 8,000. Noncash (Complete Part II for noncash contributions.)

BAA TEEA0702L 07/17/14 Schedule B (Form 990, 990-EZ, or 990-PF) (2014) Page of Schedule B (Form 990, 990-EZ, or 990-PF) (2014) 2 2 of Part 1 Name of organization Employer identification number Gazelle Foundation 20-5456080 Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 7 X Payroll $ 25,000. Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person 8 X Payroll $ 8,000. Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person Payroll $ Noncash

(Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person Payroll $ Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person Payroll $ Noncash (Complete Part II for noncash contributions.)

(a) (b) (c) (d) Number Name, address, and ZIP + 4 Total Type of contribution contributions

Person Payroll $ Noncash (Complete Part II for noncash contributions.)

BAA TEEA0702L 07/17/14 Schedule B (Form 990, 990-EZ, or 990-PF) (2014) Page to Schedule B (Form 990, 990-EZ, or 990-PF) (2014) 1 1 of Part II Name of organization Employer identification number Gazelle Foundation 20-5456080 Part II Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.

(a) No. (b) (c) (d) from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

N/A

$

(a) No. (b) (c) (d) from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

$

(a) No. (b) (c) (d) from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

$

(a) No. (b) (c) (d) from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

$

(a) No. (b) (c) (d) from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

$

(a) No. (b) (c) (d) from Description of noncash property given FMV (or estimate) Date received Part I (see instructions)

$

BAA Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

TEEA0703L 07/14/14 Page to Schedule B (Form 990, 990-EZ, or 990-PF) (2014) 1 1 of Part III Name of organization Employer identification number Gazelle Foundation 20-5456080 Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8) or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., G contributions of $1,000 or less for the year. (Enter this information once. See instructions.)...... $ Use duplicate copies of Part III if additional space is needed. N/A (a) (b) (c) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I N/A

(e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee

(a) (b) (c) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I

(e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee

(a) (b) (c) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I

(e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee

(a) (b) (c) (d) No. from Purpose of gift Use of gift Description of how gift is held Part I

(e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee

BAA Schedule B (Form 990, 990-EZ, or 990-PF) (2014) TEEA0704L 11/13/14 SCHEDULE D Supplemental Financial Statements OMB No. 1545-0047 (Form 990) G Complete if the organization answered 'Yes,' to Form 990, 2014 Part IV, lines 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b. G Attach to Form 990. Open to Public Department of the Treasury G Information about Schedule D (Form 990) and its instructions is at Internal Revenue Service www.irs.gov/form990. Inspection Name of the organization Employer identification number

Gazelle Foundation 20-5456080 Part I Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered 'Yes' to Form 990, Part IV, line 6. (a) Donor advised funds (b) Funds and other accounts 1 Total number at end of year ...... 2 Aggregate value of contributions to (during year)...... 3 Aggregate value of grants from (during year)...... 4 Aggregate value at end of year ......

5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization's property, subject to the organization's exclusive legal control?...... Yes No 6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...... Yes No Part II Conservation Easements. Complete if the organization answered 'Yes' to Form 990, Part IV, line 7. 1 Purpose(s) of conservation easements held by the organization (check all that apply). Preservation of land for public use (e.g., recreation or education) Preservation of a historically important land area Protection of natural habitat Preservation of a certified historic structure Preservation of open space 2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year. Held at the End of the Tax Year

a Total number of conservation easements...... 2 a b Total acreage restricted by conservation easements...... 2 b c Number of conservation easements on a certified historic structure included in (a) ...... 2 c d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register...... 2 d 3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the tax year G 4 Number of states where property subject to conservation easement is located G 5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ...... Yes No 6 Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year G 7 Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year G$ 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)?...... Yes No 9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements. Part III Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 8.

1 a If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items. b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items: G (i) Revenue included in Form 990, Part VIII, line 1 ...... $ G (ii) Assets included in Form 990, Part X...... $ 2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items: G a Revenue included in Form 990, Part VIII, line 1 ...... $ G b Assets included in Form 990, Part X ...... $ BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. TEEA3301L 10/28/14 Schedule D (Form 990) 2014 Schedule D (Form 990) 2014 Gazelle Foundation 20-5456080 Page 2 Part III Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued) 3 Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply): a Public exhibition d Loan or exchange programs b Scholarly research e Other c Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIII. 5 During the year, did the organization solicit or receive donations of art, historical treasures, or other similar assets to be sold to raise funds rather than to be maintained as part of the organization's collection?...... Yes No Part IV Escrow and Custodial Arrangements. Complete if the organization answered 'Yes' to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

1 a Is the organization an agent, trustee, custodian, or other intermediary for contributions or other assets not included on Form 990, Part X?...... Yes No b If 'Yes,' explain the arrangement in Part XIII and complete the following table: Amount

c Beginning balance ...... 1 c d Additions during the year...... 1 d e Distributions during the year...... 1 e f Ending balance...... 1 f 2 a Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?. . . . . Yes No b If 'Yes,' explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII......

Part V Endowment Funds. Complete if the organization answered 'Yes' to Form 990, Part IV, line 10. (a) Current year (b) Prior year (c) Two years back (d) Three years back (e) Four years back 1 a Beginning of year balance...... b Contributions ......

c Net investment earnings, gains, and losses...... d Grants or scholarships ...... e Other expenditures for facilities and programs...... f Administrative expenses...... g End of year balance...... 2 Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as: a Board designated or quasi-endowment G % b Permanent endowment G % c Temporarily restricted endowment G % The percentages in lines 2a, 2b, and 2c should equal 100%.

3 a Are there endowment funds not in the possession of the organization that are held and administered for the organization by: Yes No (i) unrelated organizations...... 3a(i) (ii) related organizations...... 3a(ii) b If 'Yes' to 3a(ii), are the related organizations listed as required on Schedule R?...... 3b 4 Describe in Part XIII the intended uses of the organization's endowment funds. Part VI Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10. Description of property (a) Cost or other basis (b) Cost or other (c) Accumulated (d) Book value (investment) basis (other) depreciation 1 a Land......

b Buildings...... c Leasehold improvements...... d Equipment...... e Other ...... 7,695. 6,626. 1,069. Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10c.) G ...... 1,069. BAA Schedule D (Form 990) 2014

TEEA3302L 08/25/14 Schedule D (Form 990) 2014 Page 3 Gazelle Foundation 20-5456080 Part VII Investments ' Other Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security) (b) Book value (c) Method of valuation: Cost or end-of-year market value (1) Financial derivatives...... (2) Closely-held equity interests...... (3) Other Certificates of deposit 500,000. Cost (A) (B) (C) (D) (E) (F) (G) (H) (I) G Total. (Column (b) must equal Form 990, Part X, column (B) line 12.). . . 500,000. Part VIII Investments ' Program Related. Complete if the organization answered 'Yes' to Form 990, Part IV, lineN/A 11c. See Form 990, Part X, line 13. (a) Description of investment type (b) Book value (c) Method of valuation: Cost or end-of-year market value (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Total. (Column (b) must equal Form 990, Part X, column (B) line 13.). . . G Part IX Other Assets. Complete if the organization answered 'Yes' to Form N/A990, Part IV, line 11d. See Form 990, Part X, line 15. (a) Description (b) Book value (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)

Total. (Column (b) must equal Form 990, Part X, column (B), line 15.) ...... G Part X Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25 (a) Description of liability (b) Book value (1) Federal income taxes (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)

Total. (Column (b) must equal Form 990, Part X, column (B) line 25.)...... G 2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII...... BAA TEEA3303L 08/25/14 Schedule D (Form 990) 2014 Schedule D (Form 990) 2014 Gazelle Foundation 20-5456080 Page 4 Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a. Total revenue, gains, and other support per audited financial statements 1 ...... 1 395,854. 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:

a Net unrealized gains (losses) on investments...... 2 a b Donated services and use of facilities ...... 2 b 7,500. c Recoveries of prior year grants...... 2 c d Other (Describe in Part XIII.)...... 2 d e Add lines 2a through 2d...... 2 e 7,500. Subtract line 2e from line 1 3 ...... 3 388,354. 4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:

a Investment expenses not included on Form 990, Part VIII, line 7b...... 4 a b Other (Describe in Part XIII.)...... 4 b

c Add lines 4a and 4b...... 4 c 5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.)...... 5 388,354. Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a. 1 Total expenses and losses per audited financial statements...... 1 481,018. 2 Amounts included on line 1 but not on Form 990, Part IX, line 25: a Donated services and use of facilities 2 a ...... 7,500. b Prior year adjustments ...... 2 b c Other losses...... 2 c d Other (Describe in Part XIII.)...... 2 d e Add lines 2a through 2d 2 e ...... 7,500. 3 Subtract line 2e from line 1 3 ...... 473,518. 4 Amounts included on Form 990, Part IX, line 25, but not on line 1: a Investment expenses not included on Form 990, Part VIII, line 7b...... 4 a b Other (Describe in Part XIII.)...... 4 b c Add lines 4a and 4b...... 4 c 5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) 5 ...... 473,518. Part XIII Supplemental Information. Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part IV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

BAA Schedule D (Form 990) 2014

TEEA3304L 10/28/14 Schedule F Statement of Activities Outside the United States OMB No. 1545-0047 (Form 990) G Complete if the organization answered 'Yes' on Form 990, Part IV, line 14b, 15, or 16. 2014 G Attach to Form 990. Department of the Treasury G Information about Schedule F (Form 990) and its instructions is Open to Public Internal Revenue Service Inspection at www.irs.gov/form990. Name of the organization Employer identification number Gazelle Foundation 20-5456080 Part I General Information on Activities Outside the United States. Complete if the organization answered 'Yes' on Form 990, Part IV, line 14b.

1 For grantmakers. Does the organization maintain records to substantiate the amount of its grants and other assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance?. . . . Yes No

2 For grantmakers. Describe in Part V the organization's procedures for monitoring the use of its grants and other assistance outside the United States.

3 Activities per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region (b) Number of (c) Number of (d) Activities conducted in (e) If activity listed in (f) Total offices in the employees, region (by type) (e.g., (d) is a program expenditures for region agents, and fundraising, program service, describe and investments independent services, investments, specific type of in region contractors grants to recipients service(s) in region in region located in the region)

(1) Sub-Saharan Africa 1 Program services Water projects 323,775.

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17) 3 a Sub-total ...... 1 323,775. b Total from continuation sheets to Part I...... c Totals (add lines 3a and 3b). . . 0 1 323,775. BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule F (Form 990) 2014

TEEA3501L 06/13/14 Page Schedule F (Form 990) 2014 Gazelle Foundation 20-5456080 2 Part II Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered 'Yes' on Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization (b) IRS code (c) Region (d) Purpose (e) Amount of (f) Manner of (g) Amount of (h) Description of (i) Method of section and EIN of grant cash grant cash non-cash non-cash valuation (book, (if applicable) disbursement assistance assistance FMV, appraisal, other)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16) 2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter G ...... 0 Enter total number of other organizations or entities G 3 ...... 0 BAA Schedule F (Form 990) 2014

TEEA3502L 06/13/14 Page Schedule F (Form 990) 2014 Gazelle Foundation 20-5456080 3 Part III Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered 'Yes' on Form 990, Part IV, line 16. Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance (b) Region (c) Number (d) Amount of (e) Manner of (f) Amount of non- (g) Description of (h) Method of of recipients cash grant cash cash assistance non-cash assistance valuation (book, disbursement FMV, appraisal, other)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18) BAA Schedule F (Form 990) 2014

TEEA3503L 06/13/14 Schedule F (Form 990) 2014 Gazelle Foundation 20-5456080 Page 4 Part IV Foreign Forms

1 Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If 'Yes,' the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926) Yes No ...... X

2 Did the organization have an interest in a foreign trust during the tax year? If 'Yes,' the organization may be required to file Form 3520, Annual Return To Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A; do not file with Form 990) Yes No ...... X 3 Did the organization have an ownership interest in a foreign corporation during the tax year? If 'Yes,' the organization may be required to file Form 5471, Information Return of U.S. Persons With Respect To Certain Foreign Corporations (see Instructions for Form 5471) Yes No ...... X 4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If 'Yes,' the organization may be required to file Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund (see Instructions for Form 8621) Yes No ...... X 5 Did the organization have an ownership interest in a foreign partnership during the tax year? If 'Yes,' the organization may be required to file Form 8865, Return of U.S. Persons With Respect To Certain Foreign Partnerships (see Instructions for Form 8865) Yes No ...... X 6 Did the organization have any operations in or related to any boycotting countries during the tax year? If 'Yes,' the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713; do not file with Form 990) Yes No ...... X

BAA TEEA3505L 06/16/13 Schedule F (Form 990) 2014 Schedule F (Form 990) 2014 Gazelle Foundation 20-5456080 Page 5 Part V Supplemental Information Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

BAA TEEA3504L 08/18/14 Schedule F (Form 990) 2014 OMB No. 1545-0047 SCHEDULE G Supplemental Information Regarding Fundraising or Gaming Activities (Form 990 or 990-EZ) Complete if the organization answered 'Yes' to Form 990, Part IV, lines 17, 18, or 19, or if the 2014 organization entered more than $15,000 on Form 990-EZ, line 6a. G Attach to Form 990 or Form 990-EZ. Open to Public Department of the Treasury Inspection Internal Revenue Service G Information about Schedule G (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990. Name of the organization Employer identification number Gazelle Foundation 20-5456080 Fundraising Activities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 17. Part I Form 990-EZ filers are not required to complete this part. 1 Indicate whether the organization raised funds through any of the following activities. Check all that apply. a Mail solicitations e Solicitation of non-government grants b Internet and email solicitations f Solicitation of government grants c Phone solicitations g Special fundraising events d In-person solicitations 2 a Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? ...... Yes X No b If 'Yes,' list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization. (i) Name and address of individual (ii) Activity (iv) Gross receipts (v) Amount paid to (vi) Amount paid to or entity (fundraiser) (iii) Did fundraiser from activity (or retained by) (or retained by) have custody or control of contributions? fundraiser listed in organization column (i) Yes No 1

2

3

4

5

6

7

8

9

10

Total...... G 3 List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration 0. or licensing.

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule G (Form 990 or 990-EZ) 2014 TEEA3701L 09/16/14 Schedule G (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 2 Part II Fundraising Events. Complete if the organization answered 'Yes' to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000. (a) Event #1 (b) Event #2 (c) Other events (d) Total events (add column (a) R4TW S4TW 1 through column (c)) R (event type) (event type) (total number) E V E N 1 Gross receipts ...... U 282,175. 60,569. 15,636. 358,380. E Less: Contributions 2 ...... 128,073. 37,675. 15,636. 181,384. Gross income (line 1 minus line 2) 3 . . . . . 154,102. 22,894. 176,996.

4 Cash prizes......

5 Noncash prizes ...... D I R 6 Rent/facility costs ...... E C T 7 Food and beverages...... E X 8 Entertainment...... P E N S 9 Other direct expenses...... E 167,782. 9,436. 1,225. 178,443. S Direct expense summary. Add lines 4 through 9 in column (d) G 10 ...... 178,443. Net income summary. Subtract line 10 from line 3, column (d) G 11 ...... -1,447. Part III Gaming. Complete if the organization answered 'Yes' to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo (b) Pull tabs/Instant (c) Other gaming (d) Total gaming R bingo/progressive (add column (a) E V bingo through column (c)) E N U E 1 Gross revenue......

2 Cash prizes...... E D X I P 3 Noncash prizes ...... R E E N C S T E 4 Rent/facility costs ...... S

5 Other direct expenses...... Yes % Yes % Yes % 6 Volunteer labor ...... No No No

7 Direct expense summary. Add lines 2 through 5 in column (d)...... G

8 Net gaming income summary. Subtract line 7 from line 1, column (d)...... G

9 Enter the state(s) in which the organization conducts gaming activities:

a Is the organization licensed to conduct gaming activities in each of these states? ...... Yes No b If 'No,' explain:

10 a Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? ...... Yes No b If 'Yes,' explain:

BAA TEEA3702L 09/16/14 Schedule G (Form 990 or 990-EZ) 2014 Schedule G (Form 990 or 990-EZ) 2014 Gazelle Foundation 20-5456080 Page 3 11 Does the organization operate gaming activities with nonmembers?...... Yes No 12 Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity formed to administer charitable gaming?...... Yes No

13 Indicate the percentage of gaming activity conducted in: a The organization's facility...... 13 a % b An outside facility...... 13 b % 14 Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name G

Address G

15 a Does the organization have a contact with a third party from whom the organization receives gaming revenue?...... Yes No b If 'Yes,' enter the amount of gaming revenue received by the organizationG $ and the amount of gaming revenue retained by the third partyG $ . c If 'Yes,' enter name and address of the third party:

Name G

Address G

16 Gaming manager information:

Name G

Gaming manager compensation G $

Description of services provided G

Director/officer Employee Independent contractor

17 Mandatory distributions a Is the organization required under state law to make charitable distributions from the gaming proceeds to retain the state gaming license? Yes No b Enter the amount of distributions required under state law to be distributed to other exempt organizations or spent in the organization's own exempt activities during the tax year G $ Part IV Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also provide any additional information (see instructions).

BAA TEEA3703L 09/16/14 Schedule G (Form 990 or 990-EZ) 2014 SCHEDULE O Supplemental Information to Form 990 or 990-EZ OMB No. 1545-0047 (Form 990 or 990-EZ) Complete to provide information for responses to specific questions on 2014 Form 990 or 990-EZ or to provide any additional information. G Attach to Form 990 or 990-EZ. G Information about Schedule O (Form 990 or 990-EZ) and its instructions is Open to Public Department of the Treasury Inspection Internal Revenue Service at www.irs.gov/form990. Name of the organization Employer identification number Gazelle Foundation 20-5456080 Form 990, Part VI, Line 4 - Significant Changes to Organizational Documents

Amended bylaws attached. Form 990, Part VI, Line 11b - Form 990 Review Process

Form 990 is prepared by the Foundation's CPA and reviewed by the Administrator.

After any changes are made, a draft is then distributed to the entire Board before

it is filed. Form 990, Part VI, Line 12c - Explanation of Monitoring and Enforcement of Conflicts

Directors are required to complete an annual statement regarding conflicts of

interest. Form 990, Part VI, Line 15a - Compensation Review & Approval Process - CEO & Top Management

The Foundation's independent Board draws upon other board experience, business

experience, discussions with other organizations, and any other sources considered

necessary to determine compensation for the Administrator. Form 990, Part VI, Line 19 - Other Organization Documents Publicly Available

Certain other documents are available upon request.

Form 990, Part XI, Line 9 Other Changes In Net Assets Or Fund Balances

Cash to accrual adjustment...... $ -15,283. Total $ -15,283.

Schedule O (Form 990 or 990-EZ) 2014 BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. TEEA4901L 08/18/14 BYLAWS

OF

GAZELLE FOUNDATION TABLE OF CONTENTS

BYLAWS OF

GAZELLE FOUNDATION

ARTICLE I STRUCTURE ...... -1- Section 1. Structure, Purposes and Members ...... -1- Section 2. Purposes ...... -1- Section 3. Members ...... -1-

ARTICLE II OFFICES ...... -1- Section 1. Principal Place of Business ...... -1- Section 2. Registered Office and Registered Agent ...... -1-

ARTICLE III BOARD OF DIRECTORS ...... -1- Section 1. Powers ...... -1- Section 2. Number ...... -2- Section 3. Appointment and Term ...... -2- Section 4. Removal ...... -2- Section 5. Election and Vacancies ...... -2- Section 6. Meetings of Directors ...... -2- Section 7. Annual Meetings ...... -2- Section 8. Regular Meetings ...... -3- Section 9. Special Meetings ...... -3- Section 10. Notice of Meetings ...... -3- Section 11. Quorum ...... -3- Section 12. Voting ...... -3- Section 13. Conduct of Business ...... -3- Section 14. Compensation of Directors; Expenses ...... -3-

ARTICLE IV COMMITTEES ...... -4- Section 1. Board Committees ...... -4- Section 2. Procedures; Meetings; Quorum ...... -4-

ARTICLE V OFFICERS ...... -5- Section 1. Number, Titles, and Term of Office ...... -5- Section 2. Removal ...... -5- Section 3. Vacancies ...... -5- Section 4. Powers and Duties of the Chairman of the Board ...... -5- Section 5. Powers and Duties of the President ...... -5- Section 6. Powers and Duties of a Vice-President ...... -5- Section 7. Powers and Duties of the Treasurer ...... -5-

-i- Section 8. Powers and Duties of the Secretary ...... -6- Section 9. Compensation of Officers ...... -6-

ARTICLE VI MISCELLANEOUS PROVISIONS ...... -6- Section 1. Fiscal Year ...... -6- Section 2. Seal ...... -6- Section 3. Notice and Waiver of Notice ...... -6- Section 4. Resignations ...... -7- Section 5. Action Without a Meeting by Directors, or Committees; Telephone Meetings ...... -7-

ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS ...... -7-

ARTICLE VIII CONFLICTS OF INTEREST POLICY ...... -8- Section 1. Purpose...... -8- Section 2. Definitions ...... -8- Section 3. Procedures ...... -8- Section 4. Records of Proceedings ...... -9- Section 5. Compensation Committees ...... -10- Section 6. Annual Statements ...... -10- Section 7. Periodic Reviews ...... -10- Section 8. Use of Outside Experts ...... -10-

ARTICLE IX AMENDMENTS ...... -10-

-ii- BYLAWS

OF

GAZELLE FOUNDATION

ARTICLE I STRUCTURE

Section 1. Structure, Purposes and Members. Gazelle Foundation (the "Corporation") is a non-profit corporation organized under the laws of the State of , which has no members within the meaning of the Texas Non-Profit Corporation Act, TEX. REV. CIV. STAT. ANN. art. 1396 (Vernon 1997) (the "Act"). The Articles of Incorporation of the Corporation (as amended from time to time, the "Articles of Incorporation") were filed in the office of the Secretary of State of the State of Texas on August 28, 2006.

Section 2. Purposes. The Corporation is organized exclusively for charitable, educational, literary and scientific purposes, and in furtherance of such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax law (hereinafter referred to as the “Code”).

Section 3. Members. The Corporation shall have no members.

ARTICLE II OFFICES

Section 1. Principal Place of Business. The principal place of business of the Corporation shall be located at 8500 River Drive, Austin, Texas 78745. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

Section 2. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is the Corporation's registered office, as required by the Act. The registered office may but need not be identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors in accordance with applicable law.

ARTICLE III BOARD OF DIRECTORS

Section 1. Powers. The property, business, and affairs of the Corporation shall be managed and controlled by the Board of Directors, and, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation.

Section 2. Number. The Board of Directors shall consist initially of the three (3) Directors named in the Articles of Incorporation as originally filed with the Secretary of State of Texas. The number of Directors may be increased or decreased from time to time by amendment of the Bylaws in accordance with the provisions of Article IX, provided that the number of Directors shall never be less than three (3), provided further that no decrease in number shall have the effect of shortening any term of any incumbent Director.

Section 3. Appointment and Term. The Directors constituting the first Board of Directors shall hold office continuously until such time as they die, resign, become incapacitated or for any other reason are removed or are unable, unwilling or ineligible to serve.

Section 4. Removal. A Director may be removed from office, for cause, by the affirmative vote of two-thirds of the other Directors of the Corporation.

Section 5. Election and Vacancies. Any vacancy occurring in the office of a Director, whether by death, resignation, removal, completion of a term, or otherwise, shall be filled as provided in Section 3. A Director elected to fill a vacancy arising other than as a result of the completion of the term of a Director shall be elected for the unexpired term of, and shall be a member of the same class as, his predecessor in office. Any vacancy to be filled by reason of an in- crease in the number of Directors shall be filled by election at any meeting of the Board of Directors.

Section 6. Meetings of Directors. The Directors may hold meetings, maintain an office, and keep the Corporation's books and records at such place or places within or without the State of Texas as the Board of Directors may from time to time determine; provided, however, that in the absence of any such determination, such place shall be the Corporation's principal office in the State of Texas.

Section 7. Annual Meetings. The annual meeting of the Board of Directors ("Annual Meeting") shall be held at such time and place as shall be designated from time to time by resolution of the Board of Directors, or, if not so designated, on the first Monday of October of each year at the Corporation's registered office for the purpose of (a) electing officers for the ensuing year, and (b) transacting such other business as may be properly brought before such Annual Meeting. Notice of Annual Meetings shall not be required.

Section 8. Regular Meetings. Regular meetings of the Board of Directors ("Regular Meetings") shall be held quarterly at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of Regular Meetings shall be required.

Section 9. Special Meetings. Special meetings of the Board of Directors ("Special Meetings") shall be held at such times and places as shall be designated from time to time by (a) Chairman of the Board, (b) a Vice-Chairman of the Board, (c) the President or (d) by the Secretary, if the Secretary is requested to do so in writing by any two (2) Directors. Notice of Special Meetings shall be required.

Section 10. Notice of Meetings. The Secretary shall give notice of the time and place of each Regular or Special Meeting to each Director in person, by facsimile transmission, by mail, by

-2- email or by telephone, at least ten (10) days before such meeting. Unless otherwise indicated in such notice, any and all matters pertaining to the Corporation's purposes may be considered and acted upon at such meeting. At any such meeting at which every Director shall be present even though without notice, any matter pertaining to the Corporation's purposes may be considered and acted upon.

Section 11. Quorum. A majority of the then acting Directors shall constitute a quorum for the consideration of any matters pertaining to the Corporation's purposes. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 12. Voting. A Director may vote in person or by proxy executed in writing by the Director. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

Section 13. Conduct of Business. At meetings of the Board of Directors, matters pertaining to the Corporation's purposes shall be considered. At all meetings of the Board of Directors, the President shall preside, and in the absence of the President, the Vice-President shall preside, and in the absence of the Vice-President, a Chairperson shall be chosen by the Board of Directors from among the Directors present. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the Chairperson may appoint any person to act as secretary of the meeting.

Section 14. Compensation of Directors; Expenses. Persons serving as Directors shall not receive any salary or compensation for their services as Directors; provided, however, that nothing contained herein shall be construed as precluding any Director from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a Director) that are reasonable and necessary in carrying out the Corporation's purposes as the Board of Directors may from time to time determine. A Director shall be entitled to reimbursement for reasonable expenses incurred by him or her in carrying out his or her duties as a Director.

ARTICLE IV COMMITTEES

Section 1. Board Committees. The Board of Directors may from time to time designate members of the Board of Directors to constitute committees that shall have and may exercise such powers as a majority of the Board of Directors may determine in the resolution that creates the committee. The Board of Directors may appoint individuals who are not members of the Board of Directors to any committee; provided, however, that a majority of the committee members shall be members of the Board of Directors if such committee exercises the authority of the Board of Directors in the management of the Corporation. Other committees, not having and exercising the authority of the Board of Directors in the management of the Corporation, may be designated and members appointed by a resolution adopted by the Board of Directors, or by the President if

-3- authorized by a resolution of the Board of Directors or by these Bylaws. Membership of such committees may, but need not, be limited to Directors.

Section 2. Procedures; Meetings; Quorum. Any committee created by the Board of Directors or these Bylaws, unless otherwise expressly provided herein, shall (a) have a chairperson designated by the Board of Directors, (b) fix its own rules or procedures, (c) meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors, and (d) keep regular minutes of its meetings and cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation, and report the same to the Board of Directors at its next succeeding meeting. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any action, unless otherwise expressly provided in the committee's rules or procedures or these Bylaws or by the Board of Directors.

The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint the designated alternate Director to act at that meeting in the place of the absent or disqualified member.

ARTICLE V OFFICERS

Section 1. Number, Titles, and Term of Office. The officers of the Corporation shall consist of a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. Such other officers shall have such authority and responsibility as may be assigned to them by the Board of Directors. Any two (2) or more offices may be held by the same individual, except the offices of President and Secretary. Except for those officers elected at the Corporation's Organizational Meeting held pursuant to Section 3.05 of the Act (the "Organization Meeting"), the term of office for each officer shall be until the next succeeding Annual Meeting at which officers are elected. The term of office for those officers elected pursuant to the Organizational Meeting shall be that period of time beginning on the date of the Organizational Meeting and ending on the date of the first Annual Meeting. In any event, a duly-elected officer shall serve in the office to which he or she is elected until his or her successor has been duly elected and qualified.

Section 2. Removal. Any officer or agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create contract rights.

Section 3. Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

-4- Section 4. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors, and shall have such other powers and duties as may be assigned to such officer in these Bylaws or from time to time by the Board of Directors.

Section 5. Powers and Duties of the President. The President shall be the Chief Executive Officer of the Corporation. Subject to the control of the Board of Directors, the President shall have general executive charge, management, and control of the properties, business, and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of the Corporation subject to the approval of the Board of Directors; and shall have such other powers and duties as may be designated in these Bylaws and as may be assigned to such officer from time to time by the Board of Directors.

Section 6. Powers and Duties of a Vice-President. Each Vice-President shall have such powers and duties as may be assigned to such officer by the Board of Directors including the performance of the duties of the President upon the death, absence, or resignation of the President or upon the President's inability to perform the duties of such office. Any action taken by a Vice-President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken.

Section 7. Powers and Duties of the Treasurer. The Treasurer shall have custody of all of the Corporation's funds and securities that come into such officer's hands. When necessary or proper, the Treasurer may endorse or cause to be endorsed, when necessary or proper, in the name and on behalf of the Corporation, checks, notes, and other obligations for collection and shall deposit or cause to be deposited the same to the credit of the Corporation in such bank or banks or deposito- ries and in such manner as shall be designated and prescribed by the Board of Directors; may sign or cause to be signed all receipts and vouchers for payments made to the Corporation either alone or jointly with such other officer as may be designated by the Board of Directors; whenever required by the Board of Directors, shall render or cause to be rendered a statement of the cash account; shall enter or cause to be entered regularly in the Corporation's books to be kept by such officer for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; and shall, if required by the Board of Directors, give such bond for the faithful discharge of such officer's duties in such form as the Board of Directors may require.

Section 8. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; shall attend to the giving and serving of all notices; in furtherance of the Corporation's purposes and subject to the limitations contained in the Articles of Incorporation, may sign with the President in the name and on behalf of the Corporation and/or attest the signatures thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments of the Corporation; shall have charge of the Corporation's books, records, documents, and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall be open at reasonable times to the inspection of any Director upon request; and shall in general perform all duties incident to the office of Secretary subject to the control of the Board of Directors.

-5- Section 9. Compensation of Officers. Officers may receive salary or compensation in a reasonable amount for such personal services rendered that are necessary and reasonable in carrying out the Corporation's purposes as the Board of Directors may from time to time determine; provided, however, that in no event shall such salary or compensation be excessive.

ARTICLE VI MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The Corporation's fiscal year shall be as determined from time to time by the Board of Directors.

Section 2. Seal. The Corporation's seal, if any, shall be such as may be approved from time to time by the Board of Directors.

Section 3. Notice and Waiver of Notice. Whenever any notice is required to be given by mail under the provisions of these Bylaws, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed postpaid wrapper addressed to the person or Member entitled thereto at such person's post office address, as such appears in the records of the Corporation, and such notice shall be deemed to have been given on the date of such mailing. A waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 4. Resignations. Any Director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 5. Action Without a Meeting by Directors, or Committees; Telephone Meetings. Any action required by law or these Bylaws to be taken at a meeting of the Board of Directors, or any committee, or any action which may be taken at a meeting of the Board of Directors, or of any committee thereof may be taken without such a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors, or members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. Subject to the requirements of law for notice of meetings, unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee may participate in and hold a meeting of such Board of Directors, or committee, as the case may be, by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS

-6- The Corporation shall indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) any person who is or was a Director or officer of the Corporation and may indemnify (which indemnification may include without limitation, advancing reasonable expenses) any person who is or was an employee, or agent of the Corporation (or any person who is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise) to the fullest extent required or permitted by applicable law. In addition, the Corporation shall have the power to indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) to the fullest extent permitted by law such other persons as the Board of Directors may determine from time to time. The Corporation shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Corporation would have the power to indemnify such person under the foregoing provisions. Any amendment to this Article VIII shall be prospective and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring on or prior to the date of any such amendment.

-7- ARTICLE VIII CONFLICTS OF INTEREST POLICY

Section 1. Purpose. The purpose of the conflicts of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Section 2. Definitions.

a. Interested Person. Any director, principal officer, or member of a committee with Board delegated powers that has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family–

1. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or

2. a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or

3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

Section 3. Procedures.

a. Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the Directors and members of committees with Board delegated powers considering the proposed transaction or arrangement.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest.

-8-

1. An interested person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

2. The Chairman of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict or interest.

4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

d. Violations of the Conflicts of Interest Policy.

1. If the Board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

2. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings. The minutes of the Board and all Board committees with board-delegated powers shall contain--

a. the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.

-9- b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

Section 5. Compensation Committees.

a. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

Section 6. Annual Statements. Each Director, principal officer and member of a committee with Board delegated powers shall annually sign a statement that affirms that such person-

a. has received a copy of the conflicts of interest policy,

b. has read and understands the policy,

c. has agreed to comply with the policy, and

d. understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews. To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted.

Section 8. Use of Outside Experts. In conducting the periodic reviews provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.

ARTICLE IX AMENDMENTS

These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the Board of Directors at any meeting if notice of the proposed amendment is contained in the notice of such meeting.

-10- AMENDEMENT TO BYLAWS OF THE GAZELLE FOUNDATION

DECEMBER 3, 2014

As voted at the meeting on December 3, 2014, the number of Board of Directors in Article III, Section 2 is amended to the following:

ARTICLE III

Section 2. Number. The Board of Directors shall consist initially of the three (3) Directors named in the Articles of Incorporation as originally filed with the Secretary of State of Texas. The number of Directors may be increased or decreased from time to time by amendment of the Bylaws in accordance with the provisions of Article IX, provided that the number of Directors shall never be less than three (3), provided further that no decrease in number shall have the effect of shortening any term of any incumbent Director.

a. The Board of Directors is to consist of nine (9) members each with three (3) year terms. There are no term limits. The term rotation is outlined in the governing structure document (exhibit A).

-11- AMENDEMENT TO BYLAWS OF THE GAZELLE FOUNDATION

MAY 7, 2014

As voted at the meeting on May 7, 2014, Article IV, section one (1) is amended with the following investment policy. No changes are made to the original language of section one:

a. The Board of Directors will designate members of the Board to constitute a Finance & Operations Committee (the “Finance Committee”) under Article IV of the Foundation’s Bylaws. The Finance Committee is a fiduciary responsible for directing and monitoring the investment management of assets. As such, the Finance Committee is authorized to delegate certain responsibilities to professional experts in various fields. These include, but are not limited to, investment management consultants, investment managers, custodians, attorneys, auditors, actuaries, and others deemed appropriate to fulfill the fiduciary responsibility of the Finance Committee, collectively, “the Managers”.

The Finance Committee will not reserve any control over investment decisions, with the exception of specific limitations described in this statement. Managers will be held responsible and accountable for achieving the objectives stated in this policy. While it is not believed that the limitations will hamper investment managers, each Manager should request modifications deemed appropriate.

The Finance Committee will adhere to the adopted Investment Policy, attached to this amendment as exhibit B.

-12- EXHIBIT A

Gazelle Foundation Governing Structure Plan Amended 12.3.2014

1. Update bylaws to convert from a seven-person board to a nine-person board. (Note bylaws last updated in 2011 to convert from eleven-person board to a seven-person board) a. Three-year terms; one non-time-limited term b. Elected on a three-year rotating basis with three members being elected in year one; three members elected in year two, and two members elected in year three. c. No limit on consecutive terms 2. Officers: Chair, President, Vice President, Secretary, Treasurer and are annual positions 3. Board of Directors Transition Schedule:

Group A Group B Group C Remainder of 2014 year 3 year 2 year 1 2015 year 1 year 3 year 2 2016 year 2 year 1 year 3 2017 year 3 year 2 year 1

a. Terms begin January 1 b. Elections held in December for following year c. 2014 Board members (current term) Unlimited: Gilbert Tuhabonye Group A: Christian Goy, Albert Saenz Group B: Peter Rauch, Kerri Fields through Nov; Leslie Newberry 12/14 Group C: Minnie Hollyman (1st ), Joel Rollins (1st)

d. 2015 proposed board members: Unlimited: Gilbert Tuhabonye Group A: Christian Goy, Corby Jones, Quincy Lee Group B: Peter Rauch, Leslie Newberry, TBD Group C: Minnie Hollyman, Joel Rollins

4. Advisory Board: With a small governing board of directors, it is critical to recruit a group of active and engaged individuals to help grow, operate and represent the Gazelle Foundation. The Advisory Board is welcome to attend board meetings, chair and participate in committees & task forces, and assist the Foundation in other ways. Ideal candidates will include a. former board of directors members b. potential future board of director members c. individuals having expertise in areas that benefit the Foundation d. individuals with political, business, social or financial influence

EXHIBIT A – GOVERNING STRUCTURE PLAN ADOPTED DEC. 3, 2014 5. Advisory Board Candidates: a. Existing Advisory Board Members: i. Auddie Walker; Paul Pugh, DK Reynolds Diane Humphries, Leslie Alexander, Randa Safady b. Proposed Advisory Board Nominees: i. Albert Saenz, Kerri Fields 6. 2015 Proposed Officers i. Chairman – Gilbert Tuhabonye ii. President – Peter Rauch iii. Vice President – Minnie Hollyman iv. Secretary – TBD v. Treasurer – Joel Rollins 7. Committees: Board members expected to be part of committees, but not necessarily chair. Advisory Board members welcome and encouraged to participate in and chair committees. Volunteers welcome and encouraged to join and assist committees although some committees will be limited to Board members a. Standing committees i. Strategic Planning (Elected Board) ii. Executive Committee (Officers) iii. Finance and Audit (Chair: Joel Rollins. Members: Peter Rauch, TBD) iv. Communications (Proposed chair: Ryan Gallager Christian Goy) v. Development (Handled by board until ED/Development/Appropriate Advisory Board member joins Foundation) vi. Program Services (Chair, Peter Rauch. Members Gilbert Tuhabonye, Minnie Hollyman,) vii. Nominating Committee (open) viii. Operations (Peter Rauch, Joel Rollins, Michael Madison) b. Task Forces ix. Events 1. R4TW (Proposed Chair – Michael Madison, Members: TBD 2. S4TW (Minnie Hollyman, Auddie Walker, Diane Humphries)

EXHIBIT A – GOVERNING STRUCTURE PLAN ADOPTED DEC. 3, 2014 EXHIBIT B

Gazelle Foundation Investment Policy Adopted 7-May-2014

Scope of the Investment Policy This statement of investment policy pertains to excess funds not required for short-term operating purposes. (Short-term is defined as a period of time less than one fiscal year.)

Purpose of the Investment Policy This statement of Investment Policy is set forth by the Board of Directors of the Gazelle Foundation (the “Foundation”) in order to:

1. Define and assign the responsibilities of all involved parties.

2. Establish a clear understanding for all involved parties of the investment goals and objectives for the Foundation.

3. Offer guidance and limitations to all Investment Managers regarding the investment of assets.

4. Establish a basis for evaluating investment results.

5. Outline a philosophy and attitude that will guide the investment management of assets toward desired results. In general, this statement is intended to be sufficiently specific to be meaningful, yet flexible enough to be practical.

Delegation of Authority The Board of Directors will designate members of the Board to constitute a Finance & Operations Committee (the “Finance Committee”) under Article IV of the Foundation’s Bylaws. The Finance Committee is a fiduciary responsible for directing and monitoring the investment management of assets. As such, the Finance Committee is authorized to delegate certain responsibilities to professional experts in various fields. These include, but are not limited to, investment management consultants, investment managers, custodians, attorneys, auditors, actuaries, and others deemed appropriate to fulfill the fiduciary responsibility of the Finance Committee, collectively, “the Managers”.

EXHIBIT B – INVESTMENT POLICY ADOPTED MAY 7, 2014 Investment Policy Page 2 of 5

The Finance Committee will not reserve any control over investment decisions, with the exception of specific limitations described in this statement. Managers will be held responsible and accountable for achieving the objectives stated in this policy. While it is not believed that the limitations will hamper investment managers, each Manager should request modifications deemed appropriate.

Responsibilities of the Finance Committee The Finance Committee is charged with the responsibility of managing the assets of the Foundation. The specific responsibilities of the Finance Committee relating to the investment management of assets include:

1. The Foundation’s financial needs shall be communicated to the Investment Managers on a timely basis.

2. Determining the Foundation’s risk tolerance and investment horizon and communicating these to the appropriate parties.

3. Recommending to the Board of Directors reasonable and consistent investment objectives, policy guidelines and allocations, which will direct the investment of the assets, to be reviewed on an annual basis.

4. Prudently and diligently selecting qualified investment professionals, including investment managers(s), investment consultant(s), and custodian(s).

5. Regularly evaluating the performance of investment manager(s) to assure adherence to policy guidelines and to monitor investment objective progress.

6. Developing and enacting proper control procedures; e.g., replacing investment manager(s) due to fundamental change in investment management process, or for failure to comply with established guidelines.

Responsibilities of Investment Managers Each investment manager must be a registered investment advisor under the Investment Advisors Act of 1940, or a bank or insurance company, and must acknowledge in writing acceptance of responsibility as a fiduciary. Each investment manager will have full discretion in making all investment decisions for the assets placed under its jurisdiction, while observing and operating within all policies, guidelines, constraints, and philosophies as outlined in this statement. Specific responsibilities of investment manager(s) include:

1. Discretionary investment management, including decisions to buy, sell, or hold individual securities, and to alter allocation within the guidelines established in this statement.

Investment Policy Page 3 of 5

2. Reporting, on a timely basis, monthly investment performance results.

3. Communicating any major changes in the economic outlook, investment strategy, or any other factors that affect implementation of investment process, or the investment objective progress of the Foundation.

4. Informing the Investment Committee regarding any qualitative change to investment management organization. Examples include changes in portfolio management personnel, ownership structure, investment philosophy, etc.

5. Voting proxies, if requested by the Finance Committee, on behalf of the Foundation.

Responsibilities of the Custodian The custodian will physically, or through agreement with a sub-custodian, maintain possession of securities owned by the Gazelle Foundation. The custodian will collect dividend and interest payments, redeem maturing securities, and effect receipt and delivery following purchases and sales. The custodian may perform regular accounting of all assets owned, purchased, or sold, as well as the movement of assets into and out of accounts.

General Investment Principles 1. Investments shall be made solely in the interest of the Gazelle Foundation.

2. The assets shall be invested with care, skill, prudence, and diligence under the circumstances in the same way a prudent person acting in like capacity and familiar with such matters would act in the investments of a fund of like character and with like aims.

3. Investment of the assets shall be so diversified as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so.

4. The Investment Committee may employ one or more investment managers of varying styles and philosophies to attain the Foundation’s objectives.

5. Cash is to be employed productively at all times, by investment in short-term cash equivalent to prove safety, liquidity, and return.

6. All purchases of securities will be for cash, and there will be no margin transactions, short selling, or commodity transactions.

7. Investments in limited partnerships and derivatives are prohibited.

Allowable Investments Cash Equivalents: Investment Policy Page 4 of 5

• Treasury Bills • Money Market Funds • STIF funds • Commercial Paper • Banker’s Acceptances • Repurchase Agreements • Certificates of Deposit Fixed Income Securities: • U.S. Government and Agency Securities • U.S. Corporations Ø Notes and Bonds Ø Preferred Stock

Prohibited Transactions • Short selling • Margin transactions • Purchase of: Ø Privately held securities (not publicly traded) Ø Real estate properties (with the exception of REITs) Ø Derivative securities

Social Responsibility As a means to meet the needs of the Foundation and to benefit society generally, the Finance Committee has placed restrictions on the portfolio. Specifically, investment in companies that manufacture or market alcoholic beverages, tobacco products, gaming products and/or facilities, pornographic, lewd, or obscene materials is prohibited.

Investment Objectives The investment objective of the Foundation emphasizes total return; that is, aggregate return from capital appreciation and interest and dividends. Specifically, the primary objective of management of the total portfolio is the attainment on an average annual minimal return of .5% (one-half of one percent) over every trailing five-year period. Short- term volatility will be tolerated in as much as it is consistent with the volatility of comparable market index.

This investment objective applies to the aggregate assets, and is not meant to be imposed on each investment account (if more than one account is used). A specified goal of each investment manager, over the investment horizon, shall be to:

1. Meet or exceed the market index, or blended market index, selected and agreed upon by the Finance Committee that most closely corresponds to the style of investment management. Investment Policy Page 5 of 5

2. Display an overall level of risk in the portfolio that is consistent with the risk associated in the benchmark specified above. Risk will be measured by the standard deviation of quarterly returns.

Specific investment goals and constraints for each investment manager, if any, shall be agreed upon by the investment manger and Finance Committee and shall be incorporated as part of this statement of investment Policy.

This statement of investment policy is formally adopted by vote of the Board of Directors of the Gazelle Foundation on___7-May-2014______. (Date)