"FILED UNDER HURRICANE SANDY RELIEF PROVISIONS - IR " Return of Private Foundation. , 2011, and ending, 20 Name of foundation

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1 Return of Private Foundation OMB or Section 4947(1) Nonexept Charitable Trust Departent of the Treasury Treated as a Private Foundation Internal Revenue Service Note. The foundation ay be able to use a copy of this return to satisfy state reporting requireents. À¾µµ For calendar year 2011 or tax year beginning, 2011, and ending, 20 Nae of foundation A Eployer identification nuber For 990-PF Nuber and street (or P.O. box nuber if ail is not delivered to street address) Roo/suite B City or town, state, and ZIP code Telephone nuber (see instructions) I I I I I C If exeption application is pending, check here NEW YORK, NY G Check all that apply: Initial return Initial return of a forer public charity D 1. Foreign organizations, check here Final return Aended return 2. Foreign organizations eeting the 85% test, check here and attach Address change Nae change coputation H Check type of organization: Section 501(3) exept private foundation E If private foundation status was terinated Section 4947(1) nonexept charitable trust Other taxable private foundation under section 507(1)(A), check here I Fair arket value of all assets at end J Accounting ethod: Cash Accrual F If the foundation is in a 60-onth terination of year (fro Part II, col., line Other (specify) under section 507(1)(B), check here 16) I $ 16,187,608. (Part I, colun ust be on cash basis.) Part I Analysis of Revenue and Expenses (The Disburseents total of aounts in coluns,, and Revenue and Net investent Adjusted net for charitable ay not necessarily equal the aounts in expenses per incoe incoe purposes colun (see instructions).) books (cash basis only) 1 Contributions, gifts, grants, etc., received (attach schedule) 17,473,487. if the foundation is not required to 2 Check attach Sch. B Revenue Operating and Adinistrative Expenses I 3 Interest on savings and teporary cash investents 4 Dividends and interest fro securities 5 a Gross rents b Net rental incoe or (loss) 6 a Net gain or (loss) fro sale of assets not on line 10 b Gross sales price for all 862,059. assets on line 6a 7 Capital gain net incoe (fro Part IV, line 2) 8 Net short-ter capital gain 9 Incoe odifications 10 a Gross sales less returns and allowances b Less: Cost of goods sold c Gross profit or (loss) (attach schedule) 11 Other incoe (attach schedule) 12 Total. Add lines 1 through Copensation of officers, directors, trustees, etc. 14 Other eployee salaries and wages 15 Pension plans, eployee benefits 16a Legal fees (attach schedule) b Accounting fees (attach schedule) c Other professional fees (attach schedule) 17 Interest 18 Taxes (attach schedule) (see instructions) 19 Depreciation (attach schedule) and depletion 20 Occupancy 21 Travel, conferences, and eetings 22 Printing and publications 23 Other expenses (attach schedule) 24 Total operating and adinistrative expenses. Add lines 13 through Contributions, gifts, grants paid 26 Total expenses and disburseents. Add lines 24 and Subtract line 26 fro line 12: "FILED UNDER HURRICANE SANDY RELIEF PROVISIONS - IR " PHIPPS COMMUNITY DEVELOPMENT CORPORATION BROADWAY 13TH FLOOR , , , , , ,951. (212) ,714, , , ,230, ,220. 7,980,264. 2,515,195. 2,393,490. 3,584. 3, , , , ,626. 3,716,535. 3,716, , ,622. ATCH 1 2,015,347. 2,015, ,340, , ,757, ,340, , ,757, ,003. a Excess of revenue over expenses and disburseents b Net investent incoe (if negative, enter -0-) 240,929. c Adjusted net incoe (if negative, enter -0-) For Paperwork Reduction Act Notice, see instructions. For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 2

2 For 990-PF (2011) Page 2 Assets Liabilities Net Assets or Fund Balances Attached schedules and aounts in the Balance Sheets description colun should be for end-of-year aounts only. (See instructions.) 1 Cash - non-interest-bearing 2 Savings and teporary cash investents 3 Accounts receivable 99,032. Part II I I Less: allowance for doubtful accounts I I 4 Pledges receivable Less: allowance for doubtful accounts 5 Grants receivable 6 Receivables due fro officers, directors, trustees, and other disqualified persons (attach schedule) (see instructions) 7 Other notes and loans receivable (attach schedule) I Less: allowance for doubtful accountsi 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10 a Investents - U.S. and state governent obligations (attach schedule) b Investents - corporate stock (attach schedule) ATCH 4 c Investents - corporate bonds (attach schedule) ATCH 5 11 Investents - land, buildings, and equipent: basis Less: accuulated depreciation (attach schedule) I 12 Investents - ortgage loans 13 Investents - other (attach schedule) 14 Land, buildings, and equipent: basis Less: accuulated depreciation (attach schedule) I 15 Other assets (describe I ) 16 Total assets (to be copleted by all filers - see the instructions. Also, see page 1, ite I) 17 Accounts payable and accrued expenses 18 Grants payable 19 Deferred revenue 20 Loans fro officers, directors, trustees, and other disqualified persons 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe I ) 23 Total liabilities (add lines 17 through 22) Foundations that follow SFAS 117, check here I and coplete lines 24 through 26 and lines 30 and Unrestricted 25 Teporarily restricted 26 Peranently restricted Foundations that do not follow SFAS 117, check here and coplete lines 27 through 31. I 27 Capital stock, trust principal, or current funds 28 Paid-in or capital surplus, or land, bldg., and equipent fund 29 Retained earnings, accuulated incoe, endowent, or other funds 30 Total net assets or fund balances (see instructions) 31 Total liabilities and net assets/fund balances (see instructions) Beginning of year End of year Book Value Book Value Fair Market Value 16,555, ,187,608. Part III Analysis of Changes in Net Assets or Fund Balances Total net assets or fund balances at beginning of year - Part II, colun, line 30 (ust agree with end-of-year figure reported on prior year's return) 1 12,194,411. Enter aount fro Part I, line 27a 374,003. Other increases not included in line 2 (iteize) IATTACHMENT 6 676,857. Add lines 1, 2, and 3 13,245,271. Decreases not included in line 2 (iteize) I ATTACHMENT 7 239,128. Total net assets or fund balances at end of year (line 4 inus line 5) - Part II, colun, line 30 13,006,143. **ATCH 3 For 990-PF (2011) 1 PHIPPS COMMUNITY DEVELOPMENT CORPORATION ,977, , , , , , , , , ,032. 9,935,151. 8,977,930. 8,977,930. * * 1,215,027. ATCH 2 244,787. 1,215,027. 1,215, , , ,595. ** 1,609,830. 2,380,464. 2,380,464. ATCH 2,295,847. 2,048,270. 2,048,270. ATCH 257, , , ,555, ,187, ,187,608. 4,361,277. 3,181,465. 4,361,277. 3,181,465. 1,028,752. 2,303,830. 7,223,938. 6,944,590. 3,941,721. 3,757, ,194, ,006, E G 702V 1/29/ :47:43 AM V PAGE 3

3 For 990-PF (2011) Page 3 Part IV 1a b c d e a b c d e Capital Gains and Losses for Tax on Investent Incoe (e) Gross sales price List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or coon stock, 200 shs. MLC Co.) SEE PART IV SCHEDULE (f) Depreciation allowed (or allowable) (g) Cost or other basis plus expense of sale Coplete only for assets showing gain in colun (h) and owned by the foundation on 12/31/69 (i) F.M.V. as of 12/31/69 PHIPPS COMMUNITY DEVELOPMENT CORPORATION (j) Adjusted basis as of 12/31/69 (k) Excess of col. (i) over col. (j), if any How acquired P-Purchase D-Donation a b c d e 2 Capital gain net incoe or (net capital loss) If gain, also enter in Part I, line 7 $ If (loss), enter -0- in Part I, line 7 &2 3 Net short-ter capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, colun (see instructions). If (loss), enter -0- in & Part I, line 8 3 Part V Qualification Under Section 4940(e) for Reduced Tax on Net Investent Incoe (For optional use by doestic private foundations subject to the section 4940 tax on net investent incoe.) Date acquired (o., day, yr.) (h) Gain or (loss) (e) plus (f) inus (g) Date sold (o., day, yr.) (l) Gains (Col. (h) gain inus col. (k), but not less than -0-) or Losses (fro col. (h)) 67, ,951. If section 4940(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable aount of any year in the base period? If "Yes," the foundation does not qualify under section 4940(e). Do not coplete this part. 1 Enter the appropriate aount in each colun for each year; see the instructions before aking any entries. Base period years Distribution ratio Calendar year (or tax year beginning in) Adjusted qualifying distributions Net value of noncharitable-use assets (col. divided by col. ) Total of line 1, colun 2 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the nuber of years the foundation has been in existence if less than 5 years 3 4 Enter the net value of noncharitable-use assets for 2011 fro Part, line Multiply line 4 by line Enter 1% of net investent incoe (1% of Part I, line 27b) 6 7 Add lines 5 and Enter qualifying distributions fro Part II, line 4 8 If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and coplete that part using a 1% tax rate. See the Part VI instructions. For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 4 Yes No

4 For 990-PF (2011) Page 4 Part VI Excise Tax Based on Investent Incoe (Section 4940, 4940, 4940(e), or see instructions) 1a Exept operating foundations described in section 4940(2), check here I and enter "N/A" on line 1. 7 Date of ruling or deterination letter: 12/07/1988 (attach copy of letter if necessary - see instructions) b Doestic foundations that eet the section 4940(e) requireents in Part V, check * 1 N/A I 8 here and enter 1% of Part I, line 27b c All other doestic foundations enter 2% of line 27b. Exept foreign organizations enter 4% of 9 Part I, line 12, col.. 2 Tax under section 511 (doestic section 4947(1) trusts and taxable foundations only. Others enter -0-) 2 3 Add lines 1 and Subtitle A (incoe) tax (doestic section 4947(1) trusts and taxable foundations only. Others enter -0-) 4 5 Tax based on investent incoe. Subtract line 4 fro line 3. If zero or less, enter Credits/Payents: a 2011 estiated tax payents and 2010 overpayent credited to a b Exept foreign organizations - tax withheld at source 6b c Tax paid with application for extension of tie to file (For 8868) 6c d Backup withholding erroneously withheld 6d 7 Total credits and payents. Add lines 6a through 6d 7 8 Enter any penalty for underpayent of estiated tax. Check here if For 2220 is attached 8 9 Tax due. If the total of lines 5 and 8 is ore than line 7, enter aount owed 9 10 Overpayent. If line 7 is ore than the total of lines 5 and 8, enter the aount overpaid Enter the aount of line 10 to be: Credited to 2012 estiated taxi Refunded I11 Part VII-A Stateents Regarding Activities 1a b During the tax year, did the foundation attept to influence any national, state, or local legislation or did it participate or intervene in any political capaign? 1a Did it spend ore than $100 during the year (either directly or indirectly) for political purposes (see page 19 of the instructions for definition)? 1b If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any aterials published or distributed by the foundation in connection with the activities. c Did the foundation file For 1120-POL for this year? 1c d Enter the aount (if any) of tax on political expenditures (section 4955) iposed during the year: (1) On the foundation. (2) I $ On foundation anagers. I$ e Enter the reiburseent (if any) paid by the foundation during the year for political expenditure tax iposed I on foundation anagers. $ 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 If "Yes," attach a detailed description of the activities. 3 Has the foundation ade any changes, not previously reported to the IRS, in its governing instruent, articles of incorporation, or bylaws, or other siilar instruents? If "Yes," attach a confored copy of the changes 3 4a Did the foundation have unrelated business gross incoe of $1,000 or ore during the year? 4a b If "Yes," has it filed a tax return on For 990-T for this year? 4b 5 Was there a liquidation, terination, dissolution, or substantial contraction during the year? 5 If "Yes," attach the stateent required by General Instruction T. 6 Are the requireents of section 508(e) (relating to sections 4941 through 4945) satisfied either: % By language in the governing instruent, or By state legislation that effectively aends the governing instruent so that no andatory directions that conflict with the state law reain in the governing instruent? 6 7 Did the foundation have at least $5,000 in assets at any tie during the year? If "Yes," coplete Part II, col., and Part V 7 8a b Enter the states to which the foundation reports or with which it is registered (see instructions) NY, PHIPPS COMMUNITY DEVELOPMENT CORPORATION If the answer is "Yes" to line 7, has the foundation furnished a copy of For 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If "No," attach explanation 9 Is the foundation claiing status as a private operating foundation within the eaning of section 4942(j)(3) or 4942(j)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part IV)? If "Yes," coplete Part IV 9 10 Did any persons becoe substantial contributors during the tax year? If "Yes," attach a schedule listing their naes and addresses 10 I 8b Yes No For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 5

5 PHIPPS COMMUNITY DEVELOPMENT CORPORATION Stateents Regarding Activities (continued) For 990-PF (2011) Page 5 Part VII-A At any tie during the year, did the foundation, directly or indirectly, own a controlled entity within the eaning of section 512(13)? If "Yes," attach schedule (see instructions) 11 Did the foundation ake a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If "Yes," attach stateent (see instructions) Did the foundation coply with the public inspection requireents for its annual returns and exeption application? Website address I I I The books are in care of Located at ZIP Section 4947(1) nonexept charitable trusts filing For 990-PF in lieu of For Check here and enter the aount of tax-exept interest received or accrued during the year I At any tie during calendar year 2011, did the foundation have an interest in or a signature or other authority over a bank, securities, or other financial account in a foreign country? 16 See the instructions for exceptions and filing requireents for For TD F If "Yes," enter the nae of I the foreign country Part VII-B Stateents Regarding Activities for Which For 4720 May Be Required File For 4720 if any ite is checked in the "Yes" colun, unless an exception applies. 1a During the year did the foundation (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person? Yes No (2) Borrow oney fro, lend oney to, or otherwise extend credit to (or accept it fro) a b If any answer is "Yes" to 1a(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section or in a current notice regarding disaster assistance (see instructions)? 1b Organizations relying on a current notice regarding disaster assistance check here I c Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2011? 1c 2 Taxes on failure to distribute incoe (section 4942) (does not apply for years the foundation was a private a At the end of tax year 2011, did the foundation have any undistributed incoe (lines 6d and 6e, Part III) for tax year(s) beginning before 2011? Yes No If "Yes," list the years I,,, b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(2) all years listed, answer "No" and attach stateent - see instructions.) c If the provisions of section 4942(2) are being applied to any of the years listed in 2a, list the years here. I,,, 3a Did the foundation hold ore than a 2% direct or indirect interest in any business enterprise b If "Yes," did it have excess business holdings in 2011 as a result of (1) any purchase by the foundation or I 13 BRIAN BRICKER, Telephone no. I BROADWAY 13TH FLOOR, NEW YORK, NY b I the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, For 4720, to deterine if the foundation had excess business holdings in 2011.) 3b 4a Did the foundation invest during the year any aount in a anner that would jeopardize its charitable purposes? 4a b Did the foundation ake any investent in a prior year (but after Deceber 31, 1969) that could jeopardize its charitable purpose that had not been reoved fro jeopardy before the first day of the tax year beginning in 2011? 4b For 990-PF (2011) disqualified person? Yes No (3) Furnish goods, services, or facilities to (or accept the fro) a disqualified person? Yes No (4) Pay copensation to, or pay or reiburse the expenses of, a disqualified person? Yes No (5) Transfer any incoe or assets to a disqualified person (or ake any of either available for the benefit or use of a disqualified person)? Yes No (6) Agree to pay oney or property to a governent official? (Exception. Check "No" if the foundation agreed to ake a grant to or to eploy the official for a period after terination of governent service, if terinating within 90 days.) Yes No operating foundation defined in section 4942(j)(3) or 4942(j)(5)): (relating to incorrect valuation of assets) to the year's undistributed incoe? (If applying section 4942(2) to at any tie during the year? Yes No disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Coissioner under section 4943(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of Yes Yes No No 1E G 702V 1/29/ :47:43 AM V PAGE 6

6 For 990-PF (2011) PHIPPS COMMUNITY DEVELOPMENT CORPORATION Page 6 Part VII-B Stateents Regarding Activities for Which For 4720 May Be Required (continued) 5 a During the year did the foundation pay or incur any aount to: (1) Carry on propaganda, or otherwise attept to influence legislation (section 4945(e))? Yes No (2) Influence the outcoe of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? Yes No (3) Provide a grant to an individual for travel, study, or other siilar purposes? Yes No (4) Provide a grant to an organization other than a charitable, etc., organization described in b c 6 a b section 509(1), (2), or (3), or section 4940(2)? (see instructions) Yes No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or anials? Yes No If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section or in a current notice regarding disaster assistance (see instructions)? Organizations relying on a current notice regarding disaster assistance check here If the answer is "Yes" to question 5a(4), does the foundation clai exeption fro the tax because it aintained expenditure responsibility for the grant? Yes No If "Yes," attach the stateent required by Regulations section Did the foundation, during the year, receive any funds, directly or indirectly, to pay preius on a personal benefit contract? Yes No Did the foundation, during the year, pay preius, directly or indirectly, on a personal benefit contract? If "Yes" to 6b, file For a At any tie during the tax year, was the foundation a party to a prohibited tax shelter transaction? Yes No b If "Yes," did the foundation receive any proceeds or have any net incoe attributable to the transaction? 7b Part VIII Inforation About Officers, Directors, Trustees, Foundation Managers, Highly Paid Eployees, and Contractors 1 List all officers, directors, trustees, foundation anagers and their copensation (see instructions). Title, and average Copensation Contributions to Nae and address (e) Expense account, hours per week (If not paid, enter eployee benefit plans devoted to position -0-) other allowances and deferred copensation ATTACHMENT I 5b 6b 2 Copensation of five highest-paid eployees (other than those included on line 1 - see instructions). If none, enter "NONE." Nae and address of each eployee paid ore than $50,000 Title, and average hours per week devoted to position Copensation Contributions to eployee benefit plans and deferred copensation (e) Expense account, other allowances ATTACHMENT 9 329, , Total nuber of other eployees paid over $50,000 I 18 For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 7

7 For 990-PF (2011) Page 7 Part VIII PHIPPS COMMUNITY DEVELOPMENT CORPORATION Inforation About Officers, Directors, Trustees, Foundation Managers, Highly Paid Eployees, and Contractors (continued) 3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE." Nae and address of each person paid ore than $50,000 Type of service Copensation NONE Total nuber of others receiving over $50,000 for professional services Part I-A Suary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical inforation such as the nuber of organizations and other beneficiaries served, conferences convened, research papers produced, etc. I Expenses 1 TOWN AND COUNTRY RESIDENCE - PROVIDES SOCIAL SERVICES TO HOMELESS FAMILIES LIVING IN TRANSITIONAL HOUSING AT TOWN AND COUNTRY RESIDENCE. 4,304, FINANCIAL JUSTICE CORPS - PROVIDES MEMBERS WITH PRACTICAL SKILLS, SOCIAL SUPPORT AND LEADERSHIP TRAINING, AND AIMS TO IMPROVE EDUCATION, EMPLOYMENT AND SUPPORT COMMUNITY DEV. 2,399, DALY AVENUE CHILD CARE CENTER - PROVIDES EDUCATION, SOCIAL, HEALTH AND NUTRITIONAL SERVICES, SERVICES FOR CHILDREN WITH SPECIAL NEEDS, AND PARENT EDUCATION AND INVOLVEMENT. 1,200, WEST FARMS BEACON - SCHOOL-BASED MULIT-SERVICE HUB PROVIDING A VARIETY OF AFTER-SCHOOL, WEEKEND, AND SUMMER PROGRAMS FOR YOUTH, FAMILIES AND THE COMMUNITY. 691,477. Part I-B Suary of Progra-Related Investents (see instructions) Describe the two largest progra-related investents ade by the foundation during the tax year on lines 1 and 2. Aount 1 NONE 2 All other progra-related investents. See instructions. 3 NONE Total. Add lines 1 through 3 I For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 8

8 For 990-PF (2011) Page Part a b c d e Miniu Investent Return (All doestic foundations ust coplete this part. Foreign foundations, see instructions.) Fair arket value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: Average onthly fair arket value of securities 1a Average of onthly cash balances 1b Fair arket value of all other assets (see instructions) 1c Total (add lines 1a, b, and c) 1d Reduction claied for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) 1e Acquisition indebtedness applicable to line 1 assets 2 Subtract line 2 fro line 1d 3 Cash deeed held for charitable activities. Enter 1 1/2 % of line 3 (for greater aount, see instructions) 4 Net value of noncharitable-use assets. Subtract line 4 fro line 3. Enter here and on Part V, line 4 5 Miniu investent return. Enter 5% of line 5 6 Distributable Aount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here and do not coplete this part.) 5 6 Part I 1 Miniu investent return fro Part, line a Tax on investent incoe for 2011 fro Part VI, line 5 2a b Incoe tax for (This does not include the tax fro Part VI.) 2b c Add lines 2a and 2b 2c 3 Distributable aount before adjustents. Subtract line 2c fro line Recoveries of aounts treated as qualifying distributions 4 5 Add lines 3 and Deduction fro distributable aount (see instructions) 6 7 Distributable aount as adjusted. Subtract line 6 fro line 5. Enter here and on Part III, line 1 Part II Qualifying Distributions (see instructions) PHIPPS COMMUNITY DEVELOPMENT CORPORATION Aounts paid (including adinistrative expenses) to accoplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total fro Part I, colun, line 26 1a 16,757,348. b Progra-related investents - total fro Part I-B 1b 2 Aounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2 3 Aounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part III, line ,757, Foundations that qualify under section 4940(e) for the reduced rate of tax on net investent incoe. Enter 1% of Part I, line 27b (see instructions) 5 6 Adjusted qualifying distributions. Subtract line 5 fro line ,757,348. Note. The aount on line 6 will be used in Part V, colun, in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. I 7 4,481,581. 1,049,869. 5,531,450. 5,531, ,972. 5,448, ,424. For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 9

9 For 990-PF (2011) Page 9 Undistributed Incoe (see instructions) Part III 1 Distributable aount for 2011 fro Part I, line 7 2 Undistributed incoe, if any, as of the end of 2011: a Enter aount for 2010 only b Total for prior years: 2 0,2 0, Excess distributions carryover, if any, to 2011: a Fro 2006 b Fro 2007 c Fro 2008 d Fro 2009 e Fro 2010 f Total of lines 3a through e 4 Qualifying distributions for 2011 fro Part II, line 4: I$ a Applied to 2010, but not ore than line 2a b Applied to undistributed incoe of prior years (Election required - see instructions) c Treated as distributions out of corpus (Election required - see instructions) d Applied to 2011 distributable aount e Reaining aount distributed out of corpus 5 Excess distributions carryover applied to 2011 (If an aount appears in colun, the sae aount ust be shown in colun.) 6 Enter the net total of each colun as indicated below: a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 b Prior years' undistributed incoe. Subtract line 4b fro line 2b c Enter the aount of prior years' undistributed incoe for which a notice of deficiency has been issued, or on which the section 4942 tax has been previously assessed d Subtract line 6c fro line 6b. Taxable aount - see instructions e Undistributed incoe for Subtract line 4a fro line 2a. Taxable aount - see instructions f Undistributed incoe for Subtract lines 4d and 5 fro line 1. This aount ust be distributed in Aounts treated as distributions out of corpus to satisfy requireents iposed by section 170(1)(F) or 4942(g)(3) (see instructions) 8 Excess distributions carryover fro 2006 not applied on line 5 or line 7 (see instructions) 9 Excess distributions carryover to Subtract lines 7 and 8 fro line 6a 10 Analysis of line 9: a Excess fro 2007 b Excess fro 2008 c Excess fro 2009 d Excess fro 2010 e Excess fro 2011 PHIPPS COMMUNITY DEVELOPMENT CORPORATION Corpus Years prior to For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 10

10 PHIPPS COMMUNITY DEVELOPMENT CORPORATION Private Operating Foundations (see instructions and Part VII-A, question 9) For 990-PF (2011) Page 10 Part IV 1 a If the foundation has received a ruling or deterination letter that it is a private operating foundation, and the ruling is effective for 2011, enter the date of the ruling I 12/07/1988 b Check box to indicate whether the foundation is a private operating foundation described in section 4942(j)(3) or 4942(j)(5) 2 a Enter the lesser of the adjusted net incoe fro Part I or the iniu investent return fro Part for each year listed b 85% of line 2a c d Qualifying distributions fro Part II, line 4 for each year listed Aounts included in line 2c not used directly for active conduct of exept activities e Qualifying distributions ade directly for active conduct of exept activities. Subtract line 2d fro line 2c 3 Coplete 3a, b, or c for the alternative test relied upon: a "Assets" alternative test - enter: (1) Value of all assets b c (2) Value of assets qualifying under section 4942(j)(3)(B)(i) "Endowent" alternative testenter 2/3 of iniu investent return shown in Part, line 6 for each year listed "Support" alternative test - enter: (1) (2) Total support other than gross investent incoe (interest, dividends, rents, payents on securities loans (section 512(5)), or royalties) Support fro general public and 5 or ore exept organizations as provided in section 4942 (j)(3)(b)(iii) (3) Largest aount of support fro an exept organization (4) Gross investent incoe Part V 1 a b Tax year Prior 3 years (e) Total 16,757, ,129, ,827, ,544, ,258, , ,876. 1,127,784. 1,515,755. 4,106, ,918, ,505, ,700, ,028, ,152, ,187, ,555, ,360, ,718, ,822, , , , , ,211. Suppleentary Inforation (Coplete this part only if the foundation had $5,000 or ore in assets at any tie during the year - see instructions.) Inforation Regarding Foundation Managers: List any anagers of the foundation who have contributed ore than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed ore than $5,000). (See section 507(2).) HOWARD PHIPPS, JR. List any anagers of the foundation who own 10% or ore of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. 2 a b N/A Inforation Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Progras: Check herei if the foundation only akes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation akes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, coplete ites 2a, b, c, and d. The nae, address, and telephone nuber of the person to who applications should be addressed: The for in which applications should be subitted and inforation and aterials they should include: c Any subission deadlines: d Any restrictions or liitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 11

11 For 990-PF (2011) Page 11 Part V Suppleentary Inforation (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payent Recipient Nae and address (hoe or business) a Paid during the year PHIPPS COMMUNITY DEVELOPMENT CORPORATION If recipient is an individual, show any relationship to any foundation anager or substantial contributor Foundation status of recipient Purpose of grant or contribution Aount Total b Approved for future payent 3a I Total 3b I For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 12

12 For 990-PF (2011) Page 12 Part VI-A Analysis of Incoe-Producing Activities Enter gross aounts unless otherwise indicated. 1 Progra service revenue: a b c d e f g Fees and contracts fro governent agencies 2 Mebership dues and assessents 3 Interest on savings and teporary cash investents 4 Dividends and interest fro securities 5 Net rental incoe or (loss) fro real estate: a Debt-financed property b Not debt-financed property 6 Net rental incoe or (loss) fro personal property 7 Other investent incoe 8 Gain or (loss) fro sales of assets other than inventory 9 Net incoe or (loss) fro special events 10 Gross profit or (loss) fro sales of inventory 11 Other revenue: a b c d Unrelated business incoe Excluded by section 512, 513, or 514 Business code Aount Exclusion code Aount e 12 Subtotal. Add coluns,, and (e) 13 Total. Add line 12, coluns,, and (e) 13 (See worksheet in line 13 instructions to verify calculations.) Part VI-B Relationship of Activities to the Accoplishent of Exept Purposes L Line N/A PHIPPS COMMUNITY DEVELOPMENT CORPORATION , , ,929. (e) Related or exept function incoe (See instructions.) 240,929. Explain below how each activity for which incoe is reported in colun (e) of Part VI-A contributed iportantly to the accoplishent of the foundation's exept purposes (other than by providing funds for such purposes). (See instructions.) For 990-PF (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 13

13 For 13 Did the organization directly or indirectly engage in any of the following with any other organization described - Yes No in section 501(o) of the Code (other than section 501 c)(3) organizations) or in section 527 relating to political organi2ations? - - a Transfers fro the reporting foundation to a noncharilable exept organization of: (1) Cash.... la(1) (2) Other assets la(2) Other transactions: - (1) Sales of assets to a noncharitable exept organization... llfll. (2) Purchases of assets fro a noncharabie exept organization....1b12 (3) Rental of facilities, equipent, or other assets I b(3 (4) Reiburseent arrangeents.... lb(4 K (6) Loans or loan guarantees....ibis (6) Periorniarice of services or ebership or fundraising solicitations....ibis) c Sharing ol facilities, equipent, nialling lists, other assets, or paid eployees d If the answer to any of the above is Yes. coplete the following schedule. Colun (I,) should always show the fair arket value of the goods, other assets, or servcs given by be reporting foundation, if he foundation received less than fair arket 2a Is the foundation directly or Indirectly affiliated with, or related to, one or ore tax-exept organizations described in section 501 of the Code (otherthan section 501(3)) or in section 527' ftii Yes No S. ig n Msy the IRS dcuss IhJs colpi Here -wrlh the rrerr& ho\,n bei&fi Upiter prt or perjury. i ectafe lips i i,a oion thb rette indpath0 ccopnnn 5,ejuIe tat.niei,t,, to the Leit or y JiO.s1eJge and ier, it cofteci. asia coplete. Deciasksi or pep s othes th,ii true, th,a)y) si c4 no Si lnrorei,n ol which ptepel& has siy itiocijge. inalure ol officer or Injtee Dale Title, 1 S UC6OflS)7 [] [I] Paid. \ ; --- roparer Fir'snae BOO USA, Lbr FiisEINI i590 useonly Fft'saddress 100 PIRK AVENUE, NEW YORK, N Phoneno Lv 990-PF (2014) ch LJir 1P14fl 2 0C 13055C 702V 1/29/ :47:43 A1 V PAGE LI

14

15 PHIPPS COMMUNITY DEVELOPMENT CORPORATION FORM 990-PF - PART IV CAPITAL GAINS AND LOSSES FOR TA ON INVESTMENT INCOME P Kind of Property Description or Date D acquired Gross sale Depreciation Cost or FMV Adj. basis Excess of Gain price less allowed/ other as of as of FMV over or expenses of sale allowable basis 12/31/69 12/31/69 adj basis (loss) Date sold NET REALIZED GAINS ON SECURITIES VARIOUS VARIOUS 862, , ,951. TOTAL GAIN(LOSS)... 67,951. 1E G 702V 1/29/ :47:43 AM V PAGE 15

16 Schedule B (For 990, 990-EZ, or 990-PF) Departent of the Treasury Internal Revenue Service Nae of the organization I PHIPPS COMMUNITY DEVELOPMENT CORPORATION Organization type (check one): Schedule of Contributors Attach to For 990, For 990-EZ, or For 990-PF. OMB À¾µµ Eployer identification nuber Filers of: For 990 or 990-EZ Section: 501( 3 ) (enter nuber) organization 4947(1) nonexept charitable trust not treated as a private foundation For 990-PF 527 political organization 501(3) exept private foundation 4947(1) nonexept charitable trust treated as a private foundation 501(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note. Only a section 501(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 For 990, 990-EZ, or 990-PF that received, during the year, $5,000 or ore (in oney or property) fro any one contributor. Coplete Parts I and II. Special Rules For a section 501(3) organization filing For 990 or 990-EZ that et the 33 1/3 % support test of the regulations under sections 509(1) and 170(1)(A)(vi) and received fro any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the aount on (i) For 990, Part VIII, line 1h, or (ii) For 990-EZ, line 1. Coplete Parts I and II. For a section 501(7), (8), or (10) organization filing For 990 or 990-EZ that received fro any one contributor, during the year, total contributions of ore than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or anials. Coplete Parts I, II, and III. For a section 501(7), (8), or (10) organization filing For 990 or 990-EZ that received fro any one contributor, during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did not total to ore 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 coplete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or ore during the year I $ Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (For 990, 990-EZ, or 990-PF), but it ust answer "No" on Part IV, line 2, of its For 990; or check the box on line H of its For 990-EZ or on Part I, line 2, of its For 990-PF, to certify that it does not eet the filing requireents of Schedule B (For 990, 990-EZ, or 990-PF). For Paperwork Reduction Act Notice, see the Instructions for For 990, 990-EZ, or 990-PF. Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 16

17 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber NYC DEPARTMENT OF HUMAN SERVICES Person 64 NEW YORK AVENUE, NE, 6TH FLOOR $ 4,186,003. Noncash WASHINGTON, DC NYC DEPT OF YOUTH &COMMUNITY DEVELOPMENT Person 156 WILLIAM STREET, 6TH FLOOR $ 2,208,479. Noncash NEW YORK, NY CITY UNIVERSITY OF NEW YORK Person 535 EAST 80TH STREET $ 2,044,631. Noncash NEW YORK, NY CITY OF NY HUMAN RESOURCES ADMINIS. Person 400 8TH AVENUE, 2ND FLOOR $ 1,117,965. Noncash NEW YORK, NY NYS DEPARTMENT OF EDUCATION Person 89 WASHINGTON AVENUE $ 1,074,110. Noncash ALBANY, NY US DEPARTMENT OF HEALTH & HUMAN SERVICES Person 200 INDEPENDENCE AVENUE, SW $ 863,325. Noncash WASHINGTON, DC Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 17

18 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber UNITED WAY Person 2 PARK AVENUE $ 601,632. Noncash NEW YORK, NY JEWISH COMMUNAL FUND Person 575 MADISON AVENUE, SUITE 703 $ 500,000. Noncash NEW YORK, NY NY PUBLIC LIBRARY Person 476 5TH AVENUE $ 382,703. Noncash NEW YORK, NY ROBIN HOOD FOUNDATION Person 826 BROADWAY, 9TH FLOOR $ 375,000. Noncash NEW YORK, NY NYC DEPARTMENT OF MENTAL HEALTH Person 125 WORTH STREET $ 195,810. Noncash NEW YORK, NY GOLDMAN, SACHS & CO. Person 200 WEST STREET, SUITE 200 $ 161,500. Noncash NEW YORK, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 18

19 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber NYC DEPARTMENT OF AGING Person 2 LAFAYETTE STREET, #8 $ 152,281. Noncash NEW YORK, NY RICHMAN HOUSING RESOURCES LLC Person TH AVENUE $ 150,000. Noncash NEW YORK, NY NYS DEPARTMENT OF HEALTH Person EMPIRE STATE PLAZA $ 133,694. Noncash ALBANY, NY GOLDMAN SACHS GIVES Person 200 WEST STREET, 29TH FLOOR $ 126,000. Noncash NEW YORK, NY ESTATE OF SONIA PHIPPS SEHERR-THOSS Person 114 SEHERR-THOSS DRIVE $ 124,191. Noncash LITCHFIELD, CT NYC OFFICE OF FINANCIAL EMPOWERMENT Person 42 BROADWAY, 8TH FLOOR $ 110,423. Noncash NEW YORK, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 19

20 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber THE CHALLENGER FOUNDATION Person P.O. BO $ 100,000. Noncash BOSTON, MA NYS OFFICE OF CHILDREN & FAMILY SERVICES Person 52 WASHINGTON STREET $ 98,349. Noncash RENSSELAER, NY LA CASA DE FELICIDAD Person 902 BROADWAY, 13TH FLOOR $ 57,922. Noncash NEW YORK, NY HUDSON HOUSING CAPITAL LLC Person 630 FIFTH AVENUE, SUITE 2850 $ 50,000. Noncash NEW YORK, NY LETTIRE CONSTRUCTION CORP. Person EAST 110TH STREET $ 50,000. Noncash NEW YORK, NY MONADNOCK CONSTRUCTION, INC. Person 155 3RD STREET $ 50,000. Noncash BROOKLYN, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 20

21 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber SEEDCO Person 915 BROADWAY, 17TH FLOOR $ 50,000. Noncash NEW YORK, NY CITI FOUNDATION Person 850 THIRD AVENUE, 13TH FLOOR $ 40,000. Noncash NEW YORK, NY THE GUARDIAN LIFE INSUR. CO. OF AMERICA Person 7 HANOVER SQUARE $ 40,000. Noncash NEW YORK, NY CHARINA FOUNDATION, INC. Person 655 THIRD AVENUE, 15TH FLOOR $ 39,000. Noncash NEW YORK, NY ALTMAN FOUNDATION Person 521 FIFTH AVENUE, 35TH FLOOR $ 35,000. Noncash NEW YORK, NY CUMMINGS FOUNDATION Person 200 WEST CUMMINGS PARK $ 35,000. Noncash WOBURN, MA Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 21

22 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber NEW YORK CITY HOUSING AUTHORITY Person 250 BROADWAY $ 30,000. Noncash NEW YORK, NY MEGA CONTRACTING INC. Person TH STREET $ 26,500. Noncash LONG ISLAND CITY, NY THE BANK OF NEW YORK MELLON Person 500 GRANT STREET $ 26,000. Noncash PITTSBURGH, PA BDO USA, LLP Person 100 PARK AVENUE $ 25,000. Noncash NEW YORK, NY BLOOMBERG L.P. Person 731 LEINGTON AVENUE $ 25,000. Noncash NEW YORK, NY CAPITAL ONE BANK Person 1680 CAPITAL ONE DRIVE $ 25,000. Noncash MCLEAN, VA Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 22

23 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber EDWARD FORST Person P.O. BO 7138 $ 25,000. Noncash GARDEN CITY, NY FJC SECURITY SERVICES, INC. Person 275 JERICHO TURNPIKE $ 25,000. Noncash FLORAL PARK, NY JONATHAN ROSE COMPANIES, LLC Person 551 5TH AVENUE, 23RD FLOOR $ 25,000. Noncash NEW YORK, NY THE AMBROSE MONELL FOUNDATION Person ONE ROCKEFELLAR PLAZA, SUITE 301 $ 25,000. Noncash NEW YORK, NY THE HOWARD PHIPPS FOUNDATION Person 100 WOODBRIDGE CENTER DRIVE $ 25,000. Noncash WOODBRIDGE, NJ CONGREGATION EMANU-EL OF THE CITY OF NY Person 1 EAST 65TH STREET $ 22,000. Noncash NEW YORK, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 23

24 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber STATE STREET PHILANTHROPY COMMITTEE Person ONE LINCOLN STREET $ 20,000. Noncash BOSTON, MA YARDI Person 430 SOUTH FAIRVIEW AVENUE $ 20,000. Noncash SANTA BARBARA, CA HSBC BANK USA Person P.O. BO 2013 $ 18,000. Noncash BUFFALO, NY HIRSCHEN SINGER & EPSTEIN, LLP Person 902 BROADWAY $ 16,000. Noncash NEW YORK, NY KRAMER LEVIN NAFTALIS & FRANKEL LLP Person 1177 AVENUE OF THE AMERICAS $ 16,000. Noncash NEW YORK, NY SULLIVAN & CROMWELL Person 125 BROAD STREET $ 16,000. Noncash NEW YORK, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 24

25 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber WELLS FARGO MULTIFAMILY CAPITAL Person 2010 CORPORATE RIDGE, SUITE 1000 $ 16,000. Noncash MCLEAN, VA GARY G. KOSTER Person 52 OAKDALE AVENUE $ 15,000. Noncash FARMINGVILLE, NY PNC FOUNDATION Person 249 5TH AVENUE $ 15,000. Noncash PITTSBURGH, PA JOSEPH ROSEN FOUNDATION Person P.O. BO 334 $ 14,000. Noncash NEW YORK, NY FIDELITY CHARITABLE GIFT FUND Person P.O. BO $ 13,000. Noncash CINCINNATI, OH BESSEMER TRUST COMPANY, N.A. Person 630 5TH AVENUE $ 10,000. Noncash NEW YORK, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 25

26 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber CHICAGO TITLE INSURANCE COMPANY Person 171 NORTH CLARK STREET $ 10,000. Noncash CHICAGO, IL DAVID M. SOLOMON Person 145 CENTRAL PARK WEST, APT. 4C $ 10,000. Noncash NEW YORK, NY SR CAPITAL, LLC Person 250 PARK AVENUE, SUITE 7021 $ 10,000. Noncash NEW YORK, NY THE MARIPOSA FOUNDATION, INC. Person 1020 S. 124TH STREET $ 10,000. Noncash CHANDLER, AZ THE NEW YANKEE STADIUM COMMUNITY BENEFIT Person 199 LINCOLN AVENUE, #313 $ 10,000. Noncash BRON, NY THE RELATED COMPANIES, L.P. Person 60 COLUMBUS CIRCLE $ 10,000. Noncash NEW YORK, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 26

27 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber THE ROBERT E. AND JUDITH O. RUBIN FOUND. Person P.O. BO $ 10,000. Noncash CHICAGO, IL THE SILVERWEED FOUNDATION, INC. Person 111 W. PATENT ROAD $ 10,000. Noncash MOUNT KISCO, NY C&A GENERAL CONTRACTING CORP Person TH AVENUE $ 9,500. Noncash LONG ISLAND CITY, NY GUTMAN, MINTZ, BAKER & SONNENFELDT, P.C. Person 813 JERICHO TURNPIKE $ 9,500. Noncash NEW HYDE PARK, NY THE NEW YORK COMMUNITY TRUST Person 909 3RD AVENUE $ 9,423. Noncash NEW YORK, NY AVALONBAY COMMUNITIES, INC. Person 671 N. GLEBE ROAD, SUITE 800 $ 9,000. Noncash ARLINGTON, VA Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 27

28 Schedule B (For 990, 990-EZ, or 990-PF) (2011) Page 2 Nae of organization PHIPPS COMMUNITY DEVELOPMENT CORPORATION Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. Eployer identification nuber BANK OF AMERICA Person 100 NORTH TRYON STREET $ 9,000. Noncash CHARLOTTE, NC BINGHAM MCCUTCHEN LLP Person ONE FEDERAL STREET $ 9,000. Noncash BOSTON, MA BOSTON PROPERTIES Person 800 BOYLSTON STREET $ 9,000. Noncash BOSTON, MA CHADBOURNE & PARKE LLP Person 30 ROCKEFELLER PLAZA $ 9,000. Noncash NEW YORK, NY CITIBANK COMMUNITY CAPITAL Person 444 S. FLOWER STREET, 27TH FLOOR $ 9,000. Noncash LOS ANGELES, CA CORK MANAGEMENT LLC Person 150 EAST 58TH STREET, 23RD FLOOR $ 9,000. Noncash NEW YORK, NY Schedule B (For 990, 990-EZ, or 990-PF) (2011) 1E G 702V 1/29/ :47:43 AM V PAGE 28