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Return of Private FoundationForm 990-PF or Section 4947( a)(1) Nonexempt Charitable TrustDepartment of the Treasury Treated as a Private FoundationInternal Revenue Serra Note . The foundation may be able to use a copy of this return to satisfy state re

Pnr cale ndar vaar 2171110 nr tax va_ar hPainnina 05/01 . 2010, and ending

FIX

1.. 11.4OM B No 1545-0052

201014/30,2071

G Check all that apply . Initial return U Initial return of a former public charity U Final return

H Amended return Address change Name change

Name of foundation A Employer identification number

THE ANDY WARHOL FOUNDATION FOR THE VISUAL

ARTS, INC. 13-3410749

Number and street (or P 0 box number If mail is not delivered to street address ) Room/suite B Telephone number (see page 10 of the instructions)

65 BLEECKER STREET 7TH FL. (212) 387-7555

City or town , state , and ZIP code C If exemption application is ►pending , check here

D 1. Foreign organ izations, check here , ►

NEW YORK, NY 10012 2 Foreign organizations meeting the

H Check type of organization : X Section 501(cI 3 exempt private foundation85%85%

testt

chheck here and attach. ►.

Section 4947 (a )( 1 ) nonexem pt charitable trust Other taxable p rivate foundation E If rivate foundation status was terminated

I F k l ll dt f t t Cash AccrualethodtJ Ap

►air mar va asse s a ene ue o a ccoun ing m . under section 507(b )(1)(A). check here .

of year (from Part Il, col (c), line Other (specify) ___ MODIFIED CASH_-__-__

_F If the foundation is in a 60-month termination

16) ► $ 324,333,530. (Part 1, column (d) must be on cash basis ) under section 507(b)( 1)(B), check here , ►

Analysis of Revenue and Expenses (Thetotal of amounts in columns (b), (c), and (d) (a) Revenue and (b ) Net investment (c) Adjusted net

(d ) Disbursementsfor charitable

may not necessanly equal the amounts in expenses perbooks

income income purposescolumn (a) (see page 11 of the instructions (cash basis only)

1 Contnbuhons Ats grants etc received ( attach schedule )tsa„a

x •. à.^.A•x • -M4r

'&^"•`• `-^,, ,► if the foundation is not required to

2 Check tt h S h B

=nfir' ;3s i `„

„

_ _

i = =„'` °u . ,`<' ' ^•r ^^

.

,', '^r

•.;^„c:. F, ,

^'^â ac c • • • • . .

3 Interest on savings and temporary cash investments 25,591 . 25,591 . '"ATCH ``1; :M;•w ; *s

4 Dividends and interest from securities 1, 471, 965 1,471, 965 ° ATCH'--','1k4,

5a Gross rents

b Net rental income or (loss) z. °. â<r w :. .:. ; t; „?v`, Yam x°x "zs? 'ti ' '•' " a ',''; Y ^ e„

"^ 6a Net gain or (loss ) from sale of assets not on line 10 - 2

r9 2 2

r5 2 7 C' G S"'b•M^ .^;

u f^°^^`„,^,•<„ 'Y. ^,^• ?' -i'z : ',n

'^•=t=;;r; ?^;,r'!'-;'â^`;' >$;qrq; s ^. •

^"^ =x• •^^ ="Xa`r'

b Gross sales price for all 104, 308, 628 .t 6l

". X' k

dasse s on aine

7 Capital gain net income (from Part IV line 2);tit

,

8 Net short -term capital gain . • • • • . . OWWOV, { '

9 Income modifications . . • • • . . . .10a Gross sales less returns

Y`.ty "L;;4 .•tl ' i^l ^l'F> y -; Y ',.. ^y?^., Y. v.SX>; Mme' r..^' ss •. .' B S> ^` ^ --

SV'vr --„A' E„ :-f, y"','Y` ` 2 .r. • .. ` ^r^,'S.r `:S'c''}^F'' ^'•-'t4 ;i'k^c. rd fn ''- .;^

and all

b Less Co ofgoodR?C 1 VEE 9 01MAMM 'rrz

_ -

x;h;K:£ W

c Gross p-

ofrt "

"atta

1ch

schedule )_

11 Other I e ( attach schedule) 0 -4,728,515 . 7, 568, 057 ATC'H :3 ` .

12 Total . A II es Mft Po h31121)t2• 9 3, 303, 544 9,065, 613

13 Compen atio ofotricers , directors , tru stees t^ê 1, 030, 015 776, 205 253, 810

14 Othere

_

ploye^wages- , 2,053,089 . 943, 238. 1,109,851

d 442 986 795 513 647 47315 Penslo neA ,1, , ,

C16a Legal fees (attach schedule) ATCH 4A-B 4,073,750 . 174, 371 3,899,379

y b Accounting fees ( attach schedule)ATCH 5 117, 057 81, 939 35, 118

c Other professional fees (attach schedule). _;. 706, 633 706, 633 .

0 E..T7CHMTT^17 Interest A. . . • • .327, 425

L+

. .,.

18 Taxes (attach schedule ) ( see page 14 of the instructions) 2 5 0 16 , 2 4 3

5 19 Depreciation ( attach schedule) and depletion .706150.....20 Occupancy 292, 631 141, 925 ,. . .........731123

0 21 Travel , conferences , and meetings 192,266 . 68,535 . ,

c

• • , • , ,

22 Printing and publications . . . . . . . . .

c 23 Other expenses ( attach schedule) ATCH 9• 1,410,983 . 1,330,747 . 251,995

cE 24 Total operating and administrative expenses.

c Add lines 13 through 23 11,319,660 - 5,362,774 . 6,472,063

D 25 Contributions gifts grants paid .. • . • 9,385,14 3 13, 499,712,, ,

26 Total expenses anddisbursements. Add lines 24 and 25 20 , 704, 803 5,362,774 . 19, 971,775

27 Subtract line 26 from line 12Qv }

t`'y' xê ^'êr , jC•- R'

a ^

..'f{y i", q: *Cn^f

^'`3 aCi .^' >" 'Mme s; t

a Excess of revenue over expenses and disbursements 'k w '+kM%R r.`

b Net Investment income ( if negative , enter -0-) 3 , 7 0 2 , 8 3 9 ?:;

c Adj usted net income ( if negative , enter -0- 1î M011, _____

For Paperwork Reduction Act Notice , see page 30 of the instructions . * H'1l;tt b JSA -- A'1'(;H 8oe1410 1 000

8BC04N M261

Form 990-PF (2010)

1^

D

0 rForm 990-PF(2010) 13-3410749 N Page

Attached schedules and amounts in the Beginning of year End of year®Balance Sheets description column should be for end-of-year

amounts only (See instructions) (a) Book Value (b) Book Value (c) Fair Market Value

I Cash - non-interest-beanng . . . . . . .. . . . .. . . . . 550. 550. 550

2 Savings and temporary cash investments . . . 16, 194, 434. 11, 602, 302. 11, 602,302

3 Accounts receivable ► 66,916 .-----------------------

r ' ' e. ;F'._• : • :f = _ s: ; • r> t:,; t- :_"

Less allowance for doubtful accounts ► 66,916. 66, 916. 66, 916

4 Pledges receivable >s .. r ^

Less. allowance for doubtful accounts ► _________ __

5 Grants receivable , , ,

6 Receivables due from officers, directors, trustees , and other

disqualified persons (attach schedule ) (see page 15 of the instructions)

7 Other notes and loans receivable (attach schedule) ► _ _ _ _ _ .: ;;•_^. Y -;%3 k^ } '- ,_ hf 'r,xr;.,1s ,

Less allowance for doubtful accounts ► ------------8 Inventories for sale or use

9 Prepaid expenses and deferred charges . , , , , , , , , ,

Q 10 a Investments - U S and state government obligations (attach schedule).*, 18, 769, 495. 15, 687, 168. 15, 687, 168

b Investments - corporatestock(attach schedule) ATCH 11 27, 132, 983. 28, 768, 432. 28, 768, 432

c Investments - corporate bonds (attach schedule) ATCH • 1 8, 545, 766. 8, 394, 930. 8,394,9301 1 Investments - land, buildings ,

and equipment basis ► -----------------Less accumulated depreciation ►(attach schedule ) -------------------

12 Investments - mortgage loans . . . . . . . ,

ATCH 1313 Investments - other (attach schedule) 142, 362, 223. 156, 034, 958. 156, 034, 958, , • , ,14 Land, buildings , and

equipment basis.c ;, s ' Y•;%,'r'-= ^y; , 3

Less accumulated depreciation ►(attach schedule ) ______________ ____

)15 Other assets (describe ► ATCH 14 11, 852, 113. 11, 727, 277. 103, 778, 274____16 Total assets (to be completed by all filers - see the

instructions. Also, seepage 1, item 1) , 224, 924, 480. 232, 282, 533. 324, 333, 530

17 Accounts payable and accrued expenses • , • , • ,1 8 Grants payable

5,096,269 .

3, 140, 473

4, 276, 978

9,025, 904^

n0) 19 Deferred revenue

.

hWit' r^v,

,^

^r

m

20 Loans from officers, directors, trustees , and other disqualified persons

21 Mortgages and other notes payable (attach schedule) • , , , •

22 Other liabilities (describe ► -_-_-_____-_) ^^ •;_^ `. ;

23 Total liabilities (add lines 17 through 22) • . • • • • 18, 236, 742. 13, 302, 882 .

Foundations that follow SFAS 117, check here ► Xand complete lines 24 through 26 and lines 30 and 31 .

24 Unrestricted ......................... 206, 687, 738 218, 979, 651^^

25 Temporarily restricted11

M

,,,,,,,,,,,,,,,,,,,,

26 Permanently restricted ,";k °'^, , , , , , , , , , , , , , , , , , ,

::taw

U.

Foundations that do not follow SFAS 117,check here and complete lines 27 through 31. ► =.k "

0 27 Capital stock, trust principal, or current funds • , , .y

• • , •

28 Paid - in or capital surplus , or land , bldg , and equipment fund , , .... s y

y 29 Retained earnings, accumulated income , endowment , or other funds

4'

, • """v

z

30 Total net assets or fund balances (see page 17 of the

instructions) 206, 687, 738. 218, 979, 651. , 5' k% ` f a ^:' `•

31 Total liabilities and net assetslfund balances (see page 17

of the instructions) . 224.924,480 232,282,533 .

E M Analysis of Changes in Net Assets or Fund Balances1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with

end-of-year figure reported on pnoryear's return) _ . , . , , , • , , , , , • , , • , , 1 206, 687,738, , , • , ,

2 Enter amount from Part I, line 27a 2 -17, 401,259

3 Other increases not included in line 2 (itemize) ► ATTACHMENT 15 3 29, 693, 172-----------------------------------

4 Add lines 1, 2, and3 4 218,979,651

5 Decreases not included in line 2 (itemize) ► 5 46 Total net assets or fund balances at end of ear line 4 minus line 5 Part II column b Ilne 30 . 6 218, 979, 651

**ATCH 10

JSA

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Form 990-PF (2010)

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Form 990 -PF (2010 ) 13-3410749

Ca ital Gains and Losses for Tax on Investment Income

(a) List and describe the kind ( s) of property sold (e g , real estate ,

2-sto ry brick warehouse , or common stock , 200 shs MLC Co)

Howacquired

(c) Dateacquired

(To , day, yr ) (d) Ddaysyr )

1a SEE PART IV SCHEDULE

b

cd

e

(e) Gross sales price ( f) Depreciation allowed(or allowable)

( g) Cost or other basisplus expense of sale

( h) Gain or (loss)(e) plus ( f) minus (g)

a

b

c

d

eComplete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 ( I) Gains (Col (h) gain minus

F M V as of 12/31/69()

(I) Adjusted basisas of 12 / 31/69

( k) Excess of col (I)over col ()), if any

col (k), but not less than -0-) orLosses (from col (h))

a

b

c

d

e

2 Capital gain net income or ( net capital loss)If gain , also enter in Part I, line 7

I If (loss), enter -0- inPart

I , line 7 } 2 -1,717,765.

3 Net short -term capital gain or ( loss) as defined in sections 1222(5) and (6)

If gain , also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions)

If (loss ) , enter -0- In Part I, line 8. 3Qualification Under Section 4940 ( e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

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

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes F_X I NoIf "Yes," the foundation does not qualify under section 4940(e) Do not complete this part1 Enter the annronnata amount in each rnhimn for earth vaar sae nave /R of the instructions before makma any entries•

Beyear

period yearsbeginningCalendar year (or tax yearr beginning in ) qualifying distributions Net value of nonchantable-use assets

--

Distribu tio nn Taco( col (b) divided by col (c))

2009 17,613,921. 300,055,972. 0.058702

2008 19,670,350. 331,532,522. 0.059332

2007 15,736,493. 377,407,797. 0.041696

2006 10,175,667. 307,441,636. 0.033098

2005 9,913,449. 249,936,405. 0.039664

2 Total of line 1 , column (d) 2 0.232492

3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5 , or by the

number of years the foundation has been in existence if less than 5 years . . . . . .. . .. 3 0.04 64 98

4 Enter the net value of noncharltable -use assets for 2010 from Part X, line 5 4 311, 756, 899 .

, , , , , , , ,, , , , , ,5 Multiply line 4 by line 3 5 14, 496, 072., , , , , , , , , , , , , , , , , , , , , , , ,

6 Enter 1% of net investment income ( 1% of Part I, line 27b) 6 37, 028., , , , , , , , , , , , , , , , ,, , ,

7 Add lines 5 and 6 7 14, 533, 100.

8 Enter qualifying distributions from Part XII, line 4 8 19,971,775.

If line 8 is equal to or greater than line 7 . check the box in Part VI. line 1b. and complete that D art usino a 1% tax rate See the

Part VI instructions on page 18JsA Form 990-PF (2010)

OE 1430 1 0008BC04N M261

p rForm 990-PF 13-3410749 r

Excise Tax Based on Investment Income ( Section 4940(a), 4940(b), 4940 ( e), or 4948 - see page 18 of the instructions)

1 a Exempt operating foundations described in section 4940 (d)(2), check here ► Li and enter " N/A" on line 1

Date of ruling or determination letter _ _ _ _ _ _ _ _ _ _ _ _ (attach copy of ruling letter if necessary - see instructions ) _• „ ', - t :: .^: • -. -'•^

b Domestic foundations that meet the section 4940 ( e) requirements in Part V, check 1 37, 028.

here ► q and enter 1 % of Part I, line 27b

c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of ':'x s ; ,'.;`;.',.,; { {•s_, :>,;

Part I. line 12 , col (b)

2 Tax under section 511 (domestic section 4947 ( a)(1) trusts and taxable foundations only Others enter -0-) , . 2

3 Add lines 1 and 2 3 37,028.

4 Subtitle A ( income) tax (domestic section 4947 ( a)(1) trusts and taxable foundations only Others enter -0-) . . 4 0 .

5 Tax based on investment income . Subtract line 4 from line 3 If zero or less , enter -0. . . . . . . . . . . . . 5 37, 028.

6 Credits/Payments 'o",

tax p ayments and 2009 overpayment credited to 2010 6a 100, 000 ' ra 2010 estimated t n

b Exem pt forei g n organ izations-tax withheld at source 6 b 0 •

c Tax paid with application for extension of time to file ( Form 8868) Sc 40,000. k'

d Backup withholding erroneously withheld . . . . . . . . . . . . . . . . . 6d y

7 Total credits and payments Add lines 6a through 6d . . . . . . . . 7 14 0 , 000.

8 Enter any penalty for underpayment of estimated tax Check here q if Form 2220 is attached . . , . . . . 8

9 Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed , , , , • , , , , . . . . . . ► 9

10 Overpayment If line 7 is more than the total of lines 5 and 8, enter the amount overpaid , , , , , , ► 10 102,972.

11 Enter the amount of line 10 to be . Credited to 2011 estimated tax ► 102, 972 . Refunded ji, 11

FOX&TM Statements Regarding Activities

1a During the tax year , did the foundation attempt to influence any national, state, or local legislation or did it Yes No

participate or intervene in any political campaign? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 a X

b Did it spend more than $100 during the year ( either directly or indirectly) for political purposes (see page 19

of the instructions for definition ) ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b X

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities . ,3? `. _ .,•,,,, ^f

c Did the foundation file Form 1120 -POL for this year? 1 c

d Enter the amount ( if any) of tax on political expenditures ( section 4955) imposed during the year :

(1) On the foundation ► $ (2) On foundation managers ► $ `nl,

e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed k •^? •^,_,. ^•;^_^

on foundation managers ► $

2 Has the foundation engaged in any activities that have not previously been reported to the IRS? , , , , , . , , , , , , 2 X

If 'Yes," attach a detailed description of the activities .

3 Has the foundation made any changes , not previously reported to the IRS , in its governing instrument , articles of

incorporation , or bylaws , or other similar instruments? If "Yes," attach a conformed copy of the changes SEE ATTACHMENT 24 3 X

4a Did the foundation have unrelated business gross income of $1 , 000 or more during the year? . . . . . .. . . . . . . . . . 4a X

b If "Yes ," has it filed a tax return on Form 990-T for this year? , , , , , • , , , , , , • • , , , , , • , . . . . . . . . . . 4 b X

5 Was there a liquidation , termination , dissolution , or substantial contraction during the year? , , , , , , , , , , , , , • 5 X

If "Yes,' attach the statement required by General Instruction T

6 Are the requirements of section 508(e) ( relating to sections 4941 through 4945 ) satisfied eithertry . F• By language in the governing instrument , or ^ .

01

,

• By state legislation that effectively amends the governing instrument so that no mandatory directions that

conflict with the state law remain in the governing instrument? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 X

7 Did the foundation have at least $5,000 in assets at any time during the year? If 'Yes," complete Part/1, col. (c), and Part XV , 7 X

8a Enter the states to which the foundation reports or with which it is registered (see page 19 of the t

instructions ) ► NEW YORK --------------------------------------------------------------------^ ..tiL•

b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General

(or designate) of each state as required by General Instruction G? If "No," attach explanation . . . . . . . . . . . . . . . . . 8 b X

9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942 0)(3) or > i=

4942 0)( 5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on page

27)" If "Yes," complete PartXIV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 X

10 Did any persons become substantial contributors during the tax year? If "Yes ," attach a schedule listing their

names and addresses ,,,,,,,,,,,,,,,,,,,,,,, 10 X

Form 990-PF (2010)

THE FOUNDATION FILED FORM 990-T TO REFLECT THE NET LOSS ON UNRELATED BUSINESS ACTIVITY FROM ITS

INVESTMENT IN THE BAUPOST VALUE PARTNERS - IV.

JSA

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8BC04N M261

Form 990 -PF (2010 ) 13-341074 9 41 Pagb 5

Statements Regarding Activities (continued)

11 At any time during the year, did the foundation , directly or indirectly , own a controlled entity within the

meaning of section 512 ( b)(13)? If "Yes," attach schedule (see page 20 of the instructions) . . . . . . . . . . . . . . . . . . 11 X

12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract before

August 17 , 2008? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 X

13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? . . . . . 13 X

Website address ► --__ WWW• WARHOLFOUNDAT ION. ORG

14 The books are in care of THE-FOUNDATION---------------------------------

Te-------

no--►-------------------------

212-387-7555--------------------------- lephone -----------------------

Located at ► 65- BLEECKER STREET, N_EW__YORK,_ NY-- ------------------- Z1P+4 00. 10012 --------

15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here . . . . . . . . . . . . N A

and enter the amount of tax-exempt interest received or accrued during the year . . . . . . . . . . . . . . . . . . ► 1 15

16 At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority Yes No

over a bank , securities , or other financial account in a foreign country? . . • • • . . . . . • . • . • . . . . . . . . . . • 16 X

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22 . 1 If "Yes ," enter

the name of the foreign count ry ►Statements Regarding Activities for Which Form 4720 May Be Req uired

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Yes No

%4la During the year did the foundation (either directly or indirectly)

fl Yes No(1) Engage in the sale or exchange, or leasing of property with a disqualified person? , . . . . . . • k

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a s = '

disqualified person? • • • • • • . . • • • • • . • • • . . • • • . • • . . • • • . • . • • . • . Yes No

(3) Furnish goods, services , or facilities to (or accept them from) a disqualified person? • . . • • . . X Yes X No

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? • . • . . . • • Yes No

(5) Transfer any income or assets to a disqualified person ( or make any of either available for , ;•

the benefit or use of a disqualif i ed person ) ? . . . . . . . . . . . . . . . . . . . . . . . . . . . q Yes No

(6) Agree to pay money or property to a government official? (Exception . Check " No" if the

foundation agreed to make a grant to or to employ the official for a period afters

termination of government service , if terminating within 90 days ) . . . . . . . . . . . . . . . . q Yes q No F, y rt

b If any answer is "Yes " to la( 1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations .'rat. = r w' ,'

section 53 4941 ( d)-3 or in a current notice regarding disaster assistance (see page 22 of the instructions)? . . . • . 1 b Xz'" ktz K^•:

Organizations relying on a current notice regarding disaster assistance check here . . . . . . . . . . . . . ► =x*s . , ' a

c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that

were not corrected before the first day of the tax year beginning in 2010? . . • . • . . . . . . . . . . . . . . . . . • . • • . 1 c• X -

2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 49420)( 3) or 4942 0)(5)) - r3 t

a At the end of tax year 2010 , did the foundation have any undistributed income (lines 6d and ry { gip,;. A^

6e, Part XIII) for tax year(s) beginning before 2010? • • • • • . • • . • • • • . . • • . . . • • . . . q Yes E:l No

If "Yes"listtheyears ► ---------- ' -- ----- .-------- ^-

b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942 ( a)(2) fir; '

(relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942 (a)(2) to ;: r;

all years listed , answer "No" and attach statement - see page 22 of the instructions ) . . . . . . . . . . . . . . . . . . . . . . 2b NIA

c If the provisionsrovisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here .

^^:fY '9ri

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise -M' y

0, P,at any time during the year? . . • . • . . . • . . . . . . • . . . • • • • • • • • . . . . . . . . • q Yes I No ' ;. }

b If "Yes ," did it have excess business holdings in 2010 as a result of ( 1) any purchase by the foundation or

disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the• y^ w ;;,

Commissioner under section 4943 (c)(7)) to dispose of holdings acquired by gift or bequest ; or (3) the lapse of ,^^ . •'"{ ._^t

the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the r

foundation had excess business holdings in 2010) . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 b N/A

4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? • 4a X^rb Did the foundation make any investment in a prior year (but after December 31, 1969) that could j eopardize its

charitable auroose that had not been removed from ieoaardv before the first day of the tax year beoinnina in 2010? • • 4b X

Form 990-PF (2010)

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8BC04N M261

A .-

Form 990-PF 13-341U%49

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

5 a During the year did the foundation pay or incur any amount to,7 q Y L1 N. . . . . .(1) Carry on propaganda , or otherwise attempt to influence legislation (section 4945 (e)) es o

(2) Influence the outcome of any specific public election (see section 4955), or to carry on, er r

directly or indirectly , any voter registration drive? . . . . . . . . . . . . . . q Yes X No

X(3) Provide a grant to an individual for travel , study , or other similar purposes?. , , , . , , , , . Yes No

(4) Provide a grant to an organization other than a charitable, etc., organization described in

qX q

^.r "N"

section 509 ( a)(1), (2), or ( 3), or section 4940(d)(2)7 (see page 22 of the instructions ) , , . , . , , Yes No .^TS. s.

(5) Provide for any purpose other than religious , charitable , scientific , literary, or educational

purposes , or for the prevention of cruelty to children or animals , q Yes No

b If any answer is "Yes " to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53 . 4945 or in a current notice regarding disaster assistance (see page 22 of the instructions ) ? . . . 5 b X

Organizations relying on a current notice regarding disaster assistance check here , , , , , , , , , , , , , , ► q _ ;,.

c If the answer is "Yes " to q uestion 5a (4 ) , does the foundation claim exemption from the tax

because it maintained expenditure responsibility for the grant? . SEE ATTACHMENT 23. . . . . Yes q No

- _ "

If "Yes," attach the statement required by Regulations section 53 4945-5(d).

6a Did the foundation , during the year , receive any funds , directly or indirectly , to pay premiumsq Yes q Noon a personal benefit contract? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

b directly or indirectly , on a personal benefit contract?pay premiumsDid the foundation during the year 6b X

7a

, ,,

If "Yes" to 6b , file Form 8870

At any time during the tax year , was the foundation a party to a prohibited tax shelter transaction? ,

. . , , ,

q Yes

. , . . . . .

q No #c '

b If "Yes ," did the foundation receive any proceeds or have any net income attributable to the transaction? . 7 b NIA

Information About Officers , Directors , Trustees , Foundation Managers, H ighly Paid Employees,and Contractors

7 1 icf all nffirnrc ,Iirnrfnrc fr^^cfnnc fnimriatinn mnnanarc and their emmnensa finn (see nane_ 22 of the instructionsli.

(a) Name and address(b)hiulrsa

peraeekge

pdevoted to position

(IfotCompensation

enter%aid ,-0-

employee plansYee benefitand deferred compensation

(e) Expense account,other allowances

-------------------------------------ATTACHMENTS 16A-D 1,030,015. 109,412. 0

-------------------------------------

-------------------------------------

-------------------------------------

2 Compensation of five hiahest-paid emolovees ( other than those included on line I - see page 23 of the instructions).If nnnn nnfer "IJr1WF "

(a) Name and address of each employee paid more than $50 , 000b Title , and average()hours weekperdevoted to position

(c) Compensation(d) Contributions toemployee benefitplans and deferredcom pensation

(e) Expense account,other allowances

-------------------------------------ATTACHMENT 17 808, 565. 161, 656. 0

-------------------------------------

-

-------------------------------------

-------------------------------------

-------------------------------------

Total number of other employees paid over $50,000 , ► 1Z

Form 990-PF (2010)

JSA

OE 1460 1 000

8BC04N M261

Form 990-PF(2010) 13-3410749

ji^j Information About Officers , Directors, Trustees, Foundation Managers, Highly Paid Employees,and Contractors (continued)

rive nt nest- ata inae enaent contractors or roresstonai services see page cs or the Instructions . IT none, enter -- Nunt.--(a) Name and address of each person paid more than $50,000 ( b) Type of service (c) Compensation

---------------------------------------------------------ATTACHMENT 18 4,754, 931

---------------------------------------------------------

---------------------------------------------------------

---------------------------------------------------------

---------------------------------------------------------

Total number of others receivin g over $50,000 for p rofessional seances . . . ► 6

Summary of Direct Charitable Activities

List the foundation ' s four largest direct chantable activities during the tax year Include relevant statistical information such as the number oforganizations and other beneficiaries served , conferences convened , research papers produced , etc

Expenses

NOT APPLICABLE---------------------------------------------------------------------------

---------------------------------------------------------------------------

2---------------------------------------------------------------------------

---------------------------------------------------------------------------

3---------------------------------------------------------------------------

---------------------------------------------------------------------------

4

---------------------------------------------------------------------------

Summary of Program -Related Investments (see page 24 of the instructions)

Describe the two largest program -related investments made by the foundation during the tax year on lines 1 and 2 Amount

NOT APPLICABLE---------------------------------------------------------------------------

---------------------------------------------------------------------------

2---------------------------------------------------------------------------

---------------------------------------------------------------------------

All other program - related investments See page 24 of the instructions

3 NOT APPLICABLE

---------------------------------------------------------------------------

Total . Add lines 1 throu g h 3 . ►Form 990-PF (2010)

JSA

OE 1465 1 000

8BC04N M261

Form 990 - PF (2010 ) 13-3410749

Minimum Investment Return (All domestic foundations must complete this part . Foreign foundations,see page 24 of the instructions )

1 Fair market value of assets not used (or held for use) directly in carrying out charitable , etc.,

purposes

a Average monthly fair market value of securities . . . . . . . . . . . . . a 53, 533, 657 .

b Average of monthly cash balances 1 b 13, 392, 957 .

c Fair market value of all other assets (see page 25 of the instructions ) SEE ATTACHMENT•21 Ic 249, 577, 852 .

d Total ( add lines 1a , b, and c) Id 316, 504, 466.

e Reduction claimed for blockage or other factors reported on lines la and

1c (attach detailed explanation) SEE ATTACHMENT 21 1e 90, 388, 582.

2 Acquisition indebtedness applicable to line 1 assets ..........................

.

. '

2 0.

3 Subtract line 2 from line 1d .................... . 3 316, 504, 466............ ...4 Cash deemed held for charitable activities Enter 1 1/2 % of line 3 ( for greater amount, see page 25 of

the instructions ) .......................................... 4 4, 747, 567 .

5 Net value of noncharitable - use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 5 311, 756, 899.6 Minimum investment return. Enter 5% of line 5 6 15,587,845.

Distributable Amount ( see page 25 of the instructions) (Section 4942 (j)(3) and (j)(5) private operatingfoundations and certain foreign organizations check here ► and do not complete this part )

1 Minimum investment return from Part X, line 6 .. . . . . . .. . . . . . . . . ... . . . . . . . .. 1 15, 587, 845.

2a Tax on investment income for 2010 from Part VI , line 5 2a 37, 028.

b Income tax for 2010 (This does not include the tax from Part VI) 2 b

c Add lines 2a and 2b ..................................... ......

1,IN,

2c 37,028.. .3 Distributable amount before adjustments Subtract line 2c from line 1 , , , , , , , , , , , , , , , 3 15,550,817.

4 Recoveries of amounts treated as qualifying distributions , , , , , , , , , , , , , , , , , , , , , , ,5 Add lines 3 and 4

_________________________

15,550,817.

6 Deduction from distributable amount ( see page 25 of the instructions)

.

7 Distributable amount as adjusted. Subtract line 6 from line 5 Enter here and on Part XIII,

line 1 15, 550, 817.

Qualifying Distributions (see page 25 of the instructions)

I Amounts paid ( including administrative expenses ) to accomplish charitable , etc, purposesa Expenses , contributions , gifts, etc - total from Part I, column (d), line 26. . . . . . . . . ... Ia 19, 971, 775.

b Program - related investments - total from Part IX-B ....... .. ..

.

lb 0 ...... ... .....2 Amounts paid to acquire assets used ( or held for use) directly in carrying out charitable, etc.,

purposes ................................................... 2 0.

3 Amounts set aside for specific charitable projects that satisfy the:a Suitability test (prior IRS approval required)

rk a3a 0.

b Cash distribution test (attach the required schedule) . . . . . . . . . . . . . .. . .

.

3b 0.

4 Qualifying distributions . Add lines 1 a through 3b Enter here and on Part V, line 8 , and Part XI11, line 4 . . . . 4 19,971,775.

5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment incomeEnter 1 % of Part I, line 27b ( see page 26 of the instructions ) , , , , , , , , , , , , , , , , , , , , , , , 5 37,028.

6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 19,934,747.

Note : The amount on line 6 will be used in Part V, column (b), in subsequent years when calqualifies for the section 4940 (e) reduction of tax in those years.

culating whether the foundation

Form 990-PF (2010)

JSA

01470 1 000

8BC04N M261

4 r

Form 990-PF 13-3410749

Undistributed Income ( see page 26 of the instructions)

(a) (b) (c) (d)

1 Distributable amount for 2010 from Part XI , Corpus Years prior to 2009 2009 2010

line 7 15,550,817.. . . . . . . . . . . . . . . . . . . .

-'}'•:y

2 Undistributed income, if an y, as of the end of 2010

a Enter amount for 2009 only 3,1 54 , 8 0

b Total for prior years 2 0 , 2 0 , 20 0 ` ^N

3 Excess distributions carryover , if any , to 2010. ^. •'^ -.^ :^r'.•^^^=;.;''• fir,'.a From 2005 0 A

b From 2006 . u y ,,..,tea,

c From 2007 ``• J

d From 2008 0.

e From 2009 0. 4

f Total of lines 3a through e , , , , , , , , , , , 0

4 Qualifying distributions for 2010 from Part XII , = x y ;, .r•;,,< ;-'

line4: ► $ 19, 971 , 775.

a Applied to 2009 , but not more than line 2a , 3, 15 4 , 8 09 .

b Applied to undistributed income of prior years ( Election

required - see page 26 of the instructions) 0. -

c Treated as distributions out of corpus ( Electionrequired - seepage 26 of the instructions). 0 •

d Applied to 2010 distributable amount , , , . . '- ' 15, 550, 817 .

,e Remaining amount distributed out of corpus , 1, 266,149.

5 Excess distributions carryover applied to 2010 0. 0.

(If an amount appears in column (co, the sameamount must be shown in column (a)) ^'' •• _ ; • ' y ,

6 Enter the net total of each column asindicated below :

a Corpus Add lines 3f , 4c, and 4e Subtract line 5 1, 266, 14 9. r: x x

b Prior years ' undistributed income . Subtract r^Y'line 4b from line 2b 0. ^^'y^s

c Enter the amount of prior years ' undistributed ;^ • ^^^''income for which a notice of deficiency has been _""."`^• ^^'issued , or on which the section 4942 ( a) tax has '` `° ^•been previously assessed . . . . . . . . . . . 0 . `

d Subtract line 6c from line 6b Taxableamount - see page 27 of the instructions 0•'

e Undistributed income for 2009 Subtract line4a from line 2a Taxable amount - see page 0•,27 of the instructions . . . . . .

f Undistributed income for 2010 . Subtract lines x •^ '.`'•=' ^;;,^s "``r , . `;` °_ `_4d and 5 from line 1 This amount must bedistributed in 2011 0

7 Amounts treated as distributions out of corpusto satisfy requirements imposed by section f170(b)( 1)(F) or 4942 ( g)(3) (see page 27 of the '°instructions ) . . . . .

8 Excess distributions carryover from 2005 notWINapplied on line 5 or line 7 (see page 27 of the 0

instructions ) . . . . . . . . . . . . . . . .

9 Excess distributions carryover to 2011 . ^^^-• "'^"`^::^^^ ^^.: -a' ^,:,,,s^ ';

Subtract lines 7 and 8 from line 6a 1, 266, 14 9. ;- ;yx ^__,,_` ^,} •°

10 Analysis of line 9 ''z .,o^ ;:. ks,'.^^r^,..•^`^' .^,'<^.^'W" 07:;n V•.

a Excess from 2006 0 ^1"•? `^'_ ,r;'^',',.`,•:ra 5`,, ,k....`.rz'}^..;.Cy{.Y'`s" { f3^';eY^.y". . a^. '?at3`'^'„i"^f

yl`..A

b

7^. .^^a+$:k".:r4s `;,2,,`32:, ^?,Lx^:^:hS^-..a 4 x: •. a

Excess from 2007 0

c Excess from ^ ' k ^-; ^ ^ ;'^^5:^; fi.^ ^' s =^,a'ta;'^^^ .c.,.^ ^_;, ^• ^q'2008 0 `° " a sn ,'4 fir'

< s0d Excess from 2009 '° Pk' a'i^j":. - ^" ``w^ ^`: r"-,n. S^ cGy'ar 2;: .,tru^4 -;.

1, 266,149. n _ r =e Excess from 201n

Form 990-PF (2010)

JSA

OE 1480 1 000

8BC04N M261

Form 990-PF (2010) 13-3410749

EPUFM Private Operating Foundations (see pag e 27 of the instructions and Part VII-A, q uestion 9 ) NOT APPLICABLE

1 a If the foundation has received a ruling or determination letter that it is a private operating

foundation , and the ruling is effective for 2010 , enter the date of the ruling ►b Check box to indicate whether the foundation is a private operating foundation descnbed in section I I 4942 0)( 3) or 4942(j)(5)

2 a Enter the lesser of the ad-Tax year Prior 3 years

(e) Totaljusted net income from Part (a ) 2010 (b) 2009 (C) 2008 (d) 2007

or the minimum investmentreturn from Part X for eachyear listed

b 85% of line 2a , . , , ,

C Qualifying distributions from Part

XII, line 4 for each year listed ,

d Amounts included in line 2c notused directly for active conduct

of exempt activities . . . . .

e Qualifying distnbubons madedirectly for active conduct of

exempt activities Subtract line

2d from line 2c

3 Complete 3a, b, or c for thealternative test relied upon

a "Assets" alternative test - enter

(1) Value of all assets . . .(2) Value of assets qualifying

under section

49420)( 3)(B)(i) . . . . .

b "Endowmenr alternative test-

enter 2/3 of minimum invest-

ment return shown in Part X,

line 6 for each year listed . .

C "Support" alternative test - enter

(1) Total support other than

gross investment income

(interest. dividends, rents,

payments on secunties

loans ( section 512(a)(5)),

or royalties) " . . .

(2) Support from generalpublic and 5 or moreexempt organ izations asprovided in section 4942

GX3)(B)(m) . . . . . .

( 3) Largest amount of sup-port from an exemptorganization , , , " ,

(4) Gross investment income ,

Supplementary Information (Complete this part only if the foundation had $5 , 000 or more in assetsat any time during the year - see page 28 of the instructions.)

1 Information Regarding Foundation Managers:

a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundationbefore the close of any tax year (but only if they have contributed more than $5,000) (See section 507(d)(2) )

NONE

b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of theownership of a partnership or other entity) of which the foundation has a 10% or greater interest

NONE

2 Information Regarding Contribution, Grant, Gift, Loan , Scholarship , etc., Programs:

Check here ► q if the foundation only makes contributions to preselected charitable organizations and does not acceptunsolicited requests for funds If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals ororganizations under other conditions, complete items 2a, b, c, and d.

a The name , address , and telephone number of the person to whom applications should be addressedSEE ATTACHMENT 22

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

SEE ATTACHMENT 22

c Any submission deadlines

SEE ATTACHMENT 22

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

SEE ATTACHMENT 22

JsAO E1490 1 000 Form 990-PF (2010)

8BC04N M261

Form 990-PF 13 -3410749

Supplementary Information (continued)3 Grants and Contributions Paid During the Year or Approved for Future Payment

Reci p ient if recipient is an indMdual,show any relationship to

Foundationftt

Purpose of grant or AmountName and address (home or business ) or

anysubstantialfoundationmacontnbunagertor

a us osrecipient

contribution

a Paid dung the year

ATTACHMENT 19 13,499,712

Total ► 3a 13, 499, 712.

b Approved for future payment9,025,904.

ATTACHMENT 19

Total ► 3b 9,025,904.

Form 990-PF (2010)

JSA0E1491 1 000

8BC04N M261

Form 990-PF

Analysis of Income-Prc

Enter gross amounts unless otherwise indicated

13-3410749

Unrelated business income Excluded b section 512, 513 , or 514 (e)Related exempt

(a) (b) (c) (d ) function incomeeus cod Amount E m cod q t (See page 28 of

12

1 Program service revenue:mess a usion a mown th e instructions )

a

b

c

def

9 Fees and contracts from government agencies

2 Membership dues and assessments

3 Interest on savings and temporary cash investments 14 25,591.

4 Dividends and interest from securities 14 1, 4 71, 965 .

5 Net rental income or (loss) from real estate _, ;w .^ r= s .' • • - = ->°-i' 's vf': '::"' = uµ -

a Debt-financed property , , , , ,,

b Not debt-financed property , , , ,

6 Net rental income or (loss) from personal property

7 Other investment income 14 1,772.

8 Gain or ( loss) from sales of assets other than inventory 18 -2,922,527.

9 Net income or ( loss) from special events , ,

10 Gross profit or (loss ) from sales of inventory.11 Other revenue a

b ROYALTIES &

c LICENSING FEES 15 2,752,466.

d LEGAL FEES RECOVERED 1,775,000.

e FEDERAL EXCISE TAX REFUND 199,277.

12 Subtotal . Add columns (b), (d), and (e) 1, 32 9 , 2 67 . 1, 97 4 , 2 7 7 .

13 Total . Add line 12, columns (b), (d), and (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3,303, 544.

(See worksheet in line 13 instructions on page 29 to verify calcu lations )

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No..

Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to theaccomplishment of the foundation's exempt purposes (other than by providing funds for such purposes) (See page 29 of theinstructions.)

11D FEDERAL EXCISE TAX REFUND AND LEGAL FEES RECOVERED USED IN

& THE ORGANIZATION'S EXEMPT PURPOSE.

11E

Form 990-PF (2010)JSAOE 1492 1 000

8BC04N M261 -

Form 990-Pr (2010) 13 - 3 410 7 4 9

Information Regarding Transfers To and Transactions and Relationships With NoncharitableExempt Organizations

1 Did the organization directly or indirectly engage in any of the following with any other organization described Yes No

In section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political s Kph

organizations?

a Transfers from the reporting foundation to a nonchantable exempt organization of: #=

(1) Cash ........................................... 1a1X

(2) Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . la ( 2 ) X

b Other transactions:

(1) Sales of assets to a noncharltable exempt organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b ( l ) X

(2) Purchases of assets from a nonchantable exempt organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b ( 2 ) X

(3) Rental of facilities, equipment, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b ( 3 ) X

(4) Reimbursement arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b ( 4 ) X

(5) Loans or loan guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b ( 5 ) X

(6) Performance of services or membership or fundraising solicitations . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b ( 6 ) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees . . . . . . . . . . . . . . . . . . . . . . . . . 1c X

d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market

value of the goods, other assets, or services given by the reporting foundation If the foundation received less than fair market

(a) Name of organization (b) Type of organization (c) Description of relationship

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

Signbelief , it is tru ect, and omplet Declaration of preparer (other than taxpayer or fidu iary) is based on all information of which preparer has any knowledge

Herei lfi atureofo r ortrusre

Print/Type preparer's name Preparer's ign t

Paid JAWSdRERIV

Firm's name ► CONDON O' MEARA MCGINTY &

Use Only Firm's address ► ONE BATTERY PARK PLAZA

NEW YORK, NY

JSA

OE 1493 1 000

BBCO4N M261

2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations

described in section 501(c) of the Code (other than section 501 (c)(3)) or in section 527? . . . . . . . . . . . . . . . . . . . q Yes ©No

h If "Yoe " rmmnlcta tha fnlinunnn erhorliJp

• BAUPOST VALUE PARTNERS, L.P.-IV

TAX ID : 26-2208448 TAX YEAR: 2010

PARTNER #8 - THE ANDY WARHOL FOUNDATION FOR THE VISUAL ARTS INC

SCHEDULE K-1 STATEMENTS

PART D - MISCELLANEOUS INFORMATION PROVIDED TO ASSIST IN THE PREPARATION OF YOUR INCOME TAX RETURNS

FORM 8886 - REPORTABLE TRANSACTION DISCLOSURE STATEMENT, CONTINUED

Detailed Guidance for I.R.C. §165 Loss Transactions

Description of

Reportable Transaction:

Tax Benefit fromReportable Transaction-

Parties Involved in the Transaction:

Seller.

Counterparty

Description of Transaction,

Tax Result Protection.

Date Position Acquired:

Date Position Sold

The Partnership assigned or sold credit default swap contracts written on the Reference Obligations noted in the tablebelow.

The Partnership recognized I.R.C. §165 losses for the following transactions in the following amounts.

Transactions Recognized Losses1 CREDIT DEFAULT SWAP ON 'CMBX.NAAA.2006- 1 INDEX' ($6 ,649,590 )2 CREDIT DEFAULT SWAP ON -CMBXNAAA.2006-1 INDEX' $2,000,624

The Partnership

Goldman Sachs

Peterborough Court

133 Fleet Street

London, EC4A 2BB

The transactions above resulted from the assignment or sale of credit default swaps in an arm's length transaction toan unrelated third party There were no liabilities involved in the transaction; there were no entities that were formed ordissolved as a result of the transaction, and there were no agreements between or among the parties to the transaction

There was no tax result protection involved with the transactions.

Various

Various

Cash Involved: Cash was received at the time a position was written by the Partnership. The amount of this upfront, non-penodicpayment, as described in Regulation §1.446-3(f), received was amortized into ordinary income over the life of the contract.To exit the written contract, the Partnership paid cash to an unrelated third party. This payment less the amount ofunamortized upfront payments still outstanding was recognized as a capital loss in the amount(s) reported above.

Economic and Business The Partnership entered into the credit default swaps as part of the regular trading activity of the Partnership. The lossReason for Transaction: is a result of the cash payment to close out the contracts.

Basis of Asset Used to As referenced above, to exit the written contract, the Partnership paid cash to an unrelated third party This payment

Calculate the Loss: less the amount of unamortized upfront payments still outstanding was recognized as a capital loss in the amount(s)reported above.

STATE TAX REPORTING - INTEREST INCOME - U.S. GOVERNMENT OBLIGATIONS

The amounts reported in Boxes 5 and 11 F as Interest Income - U.S. Government Obligations were earned as follows:

99% from U.S Treasury Bills1 % from Goldman Sachs FS Federal Fund

For state income tax reporting purposes, please contact the Partnership if you need further details regarding the types of federal obligations that generated

the Goldman Sachs FS Federal Fund interest income

THE ANDY WARHOL FOUNDATION FOR THE VISUAL 13-3410749

ATTACHMENT 1

FORM 990PF, PART I - INTEREST ON TEMPORARY CASH INVESTMENTS

REVENUEAND NET

EXPENSES INVESTMENTDESCRIPTION PER BOOKS INCOME

FIDELITY COLCHESTER STR TR MONEY MARKET 17,743. 17,743.SANFORD C. BERNSTEIN & CO. ACCOUNT 5,531. 5,531.WESTERN ASSET/CITI INST LIQUID RESERVE 1,848. 1,848.FIDELITY MUNICIPAL MONEY MARKET ACCOUNT 219. 219.HSBC OPERATING ACCOUNT 129. 129.HSBC MONEY MARKET ACCOUNT 121. 121.

TOTAL 25,591. 25,591.

ATTACHMENT18BC04NM261


A'1"1'A L. ti N'1' L

FORM 990PF, PART I - DIVIDENDS AND INTEREST FROM SECURITIES

DESCRIPTION

SANFORD C. BERNSTEIN & CO. ACCOUNTLARGE CAP ACCOUNTMUTUAL FUNDS

REVENUEAND

EXPENSESPER BOOKS

1,008,702.366,442.96,821.

NETINVESTMENT

INCOME

1,008,702.366,442.96,821.

TOTAL 1,471,965. 1,471,965.



FORM 990PF, PART I - OTHER INCOME

REVENUEAND

EXPENSESDESCRIPTION PER BOOKSROYALTIES & LICENSING FEES 2,752,466.LEGAL FEES RECOVERED 1,775,000.FEDERAL EXCISE TAX REFUND 199,277.OTHER INCOME 1,772.PARTNERSHIPS NET INVESTMENT INCOME

NETINVESTMENT

T Al ( PAt'

13-3410749

ATTACHMENT 3

2,752,446.

1,772.4,813,839.

TOTALS 4,728,515. 7,568,057.



FORM 990PF, PART I - LEGAL FEES

REVENUEAND NET

EXPENSES INVESTMENT

DESCRIPTION PER BOOKS INCOME

BOIES, SCHILLER & FLEXNER LLP-LEGAL SERVICES 2,920,715.

BERKELEY RESEARCH GROUP LLC-LEGAL SUPPORT SVCS. 458,487.

RATIONAL RETENTION LLC-LEGAL SUPPORT SVCS. 226,548.

COLLEN IP-LEGAL SERVICES 133,134. 133,134.

CHAMBERS FINE ART-LEGAL SUPPORT SVCS. 103,412.

CARTER LEDYARD & MILBURN LLP-LEGAL SERVICES 60,130. 28,437.

REVA WOLF-LEGAL SUPPORT SVCS. 34,497.

MCGRIGORS LLP-LEGAL SERVICES 29,460.

K2 GLOBAL CONSULTING-LEGAL SUPPORT SVCS. 21,675.

VERITEXT-LEGAL SUPPORT SVCS. 19,400.

DECHERT LLP-LEGAL SERVICES 17,003.

MAGNA-LEGAL SUPPORT SVCS. 16,332.

SITE LOGIC TECHNOLOGIES, LLC

-LEGAL SUPPORT SVCS. 13,212.

HANLY CONROY BIERSTEINSHERIDAN FISHER & HAYES LLP

-LEGAL SERVICES 12,800. 12,800.

CTS RESEARCH --LEGAL SUPPORT SVCS. 4,685.

13-3410749

ATTACHMENT 4

ADJUSTEDNET CHARITABLEINCOME PURPOSES

2,920,715.

458,487.

226, 548.

103,412.

31, 693.

34,497.

29, 460.

21, 675.

19,400.

17,003.

16,332.

13,212.

4, 685.

ATTACHMENT 4A"

8BC04N M261


FORM 990PF, PART I - LEGAL FEES

13-3410749

ATTACHMENT 4 (CONT'D)

REVENUEAND NET ADJUSTED

EXPENSES INVESTMENT NET CHARITABLEDESCRIPTION PER BOOKS INCOME INCOME PURPOSES

ARCHIBALD GILLIES

-EXPENSES 1,660. 1,660.CYBER CITY, INC.

-LEGAL SUPPORT SVCS. 600. 600.

TOTALS 4,073,750. 174,371. 0. 3,899,379.

ATTACHMENT 4B

8BC04N M261


FORM 990PF, PART I - ACCOUNTING FEES

DESCRIPTION

REVENUEAND

EXPENSES

13-3410749

ATTACHMENT 5

NET ADJUSTEDINVESTMENT NET CHARITABLE

INCOME INCOME PURPOSES

CONDON O'MEARA MCGINTY &DONNELLY LLP-AUDIT & TAX SERVICES 117,057. 81,939. 35,118.

TOTALS 117,057. 81,939. 0. 35,118.

ATTACHMENT 5

8BC04N M261


FORM 990PF, PART I - OTHER PROFESSIONAL FEES

DESCRIPTION

REVENUEAND

EXPENSESPER BOOKS

701, 621.5,012.

NETINVESTMENT

INCOME

701, 621.5,012.

INVESTMENT ADVISORY ANDCUSTODIAL FEES

APPRAISAL FEES

TOTALS 706,633. 706,633.

13-3410749 - '

ATTACHMENT 6

ATTACHMENT 68BC04N M261


FORM 990PF, PART I - INTEREST EXPENSE

REVENUEAND

EXPENSESDESCRIPTION PER BOOKS

INTEREST EXPENSE THROUGHPARTNERSHIPS

LESS: AMOUNT ATTRIBUTABLETO UBI

TOTALS

NETINVESTMENT

INCOME

329, 213.

-1,788.

327,425.

13-3410749 . '

A'1'TAeHMHN'r /



FORM 990PF, PART I - TAXES

REVENUEAND NET

EXPENSES INVESTMENT

DESCRIPTION PER BOOKS INCOME

STATE UBI TAX 250.FOREIGN TAXES FROM

PARNERSHIPS 16,243.

TOTALS 250. 16,243.

13-3410749

ATTACHMENT 8

ATTACHMENT 8

8BC04N M261


FORM 990PF, PART I - OTHER EXPENSES

13-3410749

ATTACHMENT 9

REVENUEAND NET

EXPENSES INVESTMENT CHARITABLEDESCRIPTION PER BOOKS INCOME PURPOSESCURATOR AND CONSERVATION EXP. 96 , 828. 96,828.INSURANCE 191,806. 177,144. 14,662.ART STORAGE AND RELATED EXP. 498,085. 487,883. 10,202.OFFICE EXPENSES 309,646. 147,569 . 162,077.LICENSING EXPENSE 6,431. 6,431.CATALOGUE RAISONNE 12,455. 12,455.AUTHENTICATION EXPENSE 169,023. 169,023.OUTSIDE COMPUTER SERVICES 66,256. 46,379. 19,877.MEMBERSHIP FEES 45 , 346. 21,993. 23,353.OFFICE EQUIPMENT 11,830. 5,738. 6,092.FILING FEES 1,500. 1,500.EXPENSES ESTATE OF ANDY WARHOL 1,777. 1,777.PARTNERSHIP DEDUCTIONS 171,759.

TOTALS 1,410 , 983. 1,330,747. 251,995.



FORM 990PF, PART II - U.S. AND STATE OBLIGATIONS

DESCRIPTION

US OBLIGATIONS

US OBLIGATIONS TOTAL

STATE OBLIGATIONS

STATE OBLIGATIONS TOTAL

US AND STATE OBLIGATIONS TOTAL

13-3410749

ATTACHMENT 10

ENDING ENDINGBOOK VALUE FMV

15,601,553.

15,601,553.

85, 615.

15,601,553.

15,601,553.

85, 615.

85 ,615. 85, 615.

15, 687, 168. 15, 687, 168.

ATTACHMENT 10

8BC04N M261


ATTACHMENT 11

FORM 990PF, PART II - CORPORATE STOCK

DESCRIPTION

ISHARES TR MSCI EAFEINDEX FUND

ISHARES TR MSCI EMERGINGMKTS INDEX FUND

ISHARES BARCLAYS 1-3 YRTREASURY BOND FUND

ISHARES BARCLAYS 1-3 YRCD BOND FUND

ISHARES TR MSCI ACWIINDEX FUND

ISHARES RUSSELL 3000INDEX FUND

PIMCO COMMODITY REALRETURN

TOTALS

ENDINGBOOK VALUE

13,897,741.

6, 960, 000.

2, 300, 955.

2,298,405.

1,633,333.

1,266,660.

411,338.

28,768,432.

ENDINGFMV

13,897,741.

6,960,000.

2,300,955.

2,298,405.

1,633,333.

1,266, 660.

411,338.

28,768,432.



FORM 990PF, PART II - CORPORATE BONDS

DESCRIPTION

SEE ATTACHMENTS 12A-B

8BC04N M261

ATTACHMENT 12

ENDINGBOOK VALUE

8,394,930.

TOTALS 8,394,930.

ENDINGFMV

13-3410749 •*

8,394,930.

8,394,930.

ATTACHMENT 12

.

THE ANDY WARHOL FOUNDATION FOR THE VISUAL ARTS, INC 13-34'10749

ENDING ENDING

% DATE BOOK VALUE FMV

CORPORATE BONDS

AETNAINC 6 00% 6/ 15/16 28 ,440 28,440

ALFLAC INC 345% 8/15/ 15 15,224 15,224

AGILENT TECHNOLOGIES INC 5 00% 7/15120 14,547 14,547

ALCOA INC 675% 7/15 /18 16,922 16,922

ALLEGHENY ENERGY SUPPLY CO 5 75% 10/15/19 51,697 51,697

ALLSTATE CORP FLTG 5/15/67 66 ,788 66,788

ALTRIA GROUP INC 970% 11/10/18 53 ,103 53,103

ALTRIA GROUP INC 925% 8/6/19 65,802 65,802

AMERADA HESS CORP 788% 10/1/29 43,985 43,985

AMERICAN EXPRESS CORP 7 25% 5/20/14 28,662 28,662

AMERICAN INTL GROUP INC 495% 3/20/12 98 ,335 98,335

AMERICAN TOWER CORP 5 05% 9/1/20 68,737 68,737

ANADARKO PETROLEUM CORP 5 95% 9/15/16 105,835 105,835

ANGLOGOLD HOLDINGS PLC 5 38% 4/15/20 51,352 51,352

AOL TIME WARNER INC 763% 4/15/31 53,327 53,327

ARCELORMITTAL SA LUXEMBORG 6 13% 6/ 1/18 102,381 102,381

ARCHER DANIELS MIDLAND CO 448% 3/1/21 29,818 29,818

ASCIANO FIN LTD 3 13% 9/23/15 83,087 83,087

AT&TINC 445% 5/15121 31 ,203 31,203

BANK AMERICA FUNDING CORP 763% 6/1/19 176,714 176,714

BANK OF AMERICA FUNDING CORP 5 88% 1/521 42,635 42,635

BUNGE LTD FIN CORP 850% 6/15/19 70,302 70,302

CAPITAL ONE FINANCIAL CORP 525% 221/17 81,238 81,238

CBS CORP 8 88% 5/ 15/19 94 , 631 94,631

CIGNA CORP 5 13% 6/1520 68,374 68,374

CITIBANK N A FDIC GTD TLGP FLTG 7/12/11 255,087 255,087

CITIGROUP INC 850% 5/22/19 81,177 81,177

CITIGROUP INC 5 38% 8/920 105,478 105,478

CNF INC 670% 5/1/34 48,443 48,443

COMCAST CORP 5 15% 3/120 89,961 89,961

CONSTELLATION ENERGY GP INC 515% 12/ 1/20 51 ,537 51,537

COVENTRY HEALTH CARE INC 630% 8/15/14 42,400 42,400

COVENTRY HEALTH CARE INC 6 13% 1/15/15 5 ,342 5,342

COVENTRY HEALTH CARE INC 595% 3/15/17 10,250 10,250

CVS CAREMARK CORP 660% 3/15/19 52,185 52,185

DAIMLERCHRYSLER NA HLDG CP 730% 1/15/12 26,143 26,143

DELHAIZE GROUP SA 5 88% 2/1/14 82,152 82,152

DIRECTV HOLDINGS LLC 3 75% 10/1/14 21,699 21,699

DIRECTV HOLDINGS LLC 460% 12/15/21 34,871 34,871

DOW CHEMICAL CO 855% 5/15/19 95,902 95,902

EMBARQ CORP 708% 6/1/16 71 ,153 71,153

ENERGY TRANSFER PTRS LP 613% 2/15/17 50,325 50,325

EQT CORP 8 13% 6/1 /19 49,442 49,442

FIRSTENERGY CORP 738% 11/15/31 38,574 38,574

FORTUNE BRANDS INC 488% 12/1/13 31,789 31,789

GAZ CAPITAL 621% 11122/16 124,660 124,660

GENERAL ELECTRIC CAPITAL CORP 563% 5/1/18 60,247 60,247

GENWORTH FINANCIAL INC 652% 5/22/ 18 60,227 60,227

GOLDMAN SACHS GROUP INC 6 00% 6/15/20 91,959 91,959

GUARDIAN LIFE INS CO OF AMER 738% 9/30/39 29 ,593 29,593

HARLEY DAVIDSON FUNDING CO 575% 12/15/14 86,694 86,694

HARTFORD FIN SVCS GROUP INC 400% 3/30/15 15 ,313 15,313

HARTFORD FIN SVCS GROUP INC 550% 3/30/20 9,322 9,322

HARTFORD FIN SVCS GROUP INC 610% 10/1/41 63,511 63,511

HCP INC 5 38% 2/1 /21 58,273 58,273

HOLCIM U S FIN S A R L& CIE 600% 12/30/19 6,397 6,397

HOUSEHOLD FINANCE CORP 700% 5/15/12 95,657 95,657

HUMANA INC 720% 6/15/18 63,250 63,250

INTERNATIONAL PAPER CO 938% 5/15/19 71,419 71,419

JP MORGAN CHASE & CO 4 40% 7/22/20 142,548 142,548

JEFFERIES GROUP INC 5 13% 4/ 13/18 23,303 23,303

JEFFERIES GROUP INC 6 88% 4/15/21 , 37,824 37,824

KAZMUNAIGAZ FIN SUB MED T/N 7 00% 5/5/20 108,600 108,600

KROGER CO 680% 12/ 15/18 23,224 23,224

M & I MARSHALL & ILSLEY BANK 500% 1/17/17 72,100 72,100

MACQUARIE GROUP LTD 488% 8/10/17 86,695 86,695

MARATHON PETROLEUM CORP 350% 3/1/16 9,089 9,089

MARATHON PETROLEUM CORP 5 13% 3/121 15,476 15,476

ATTACHMENT 12A

THE ANDY WARHOL FOUNDATION FOR THE VISUAL ARTS, INC 13-3410749

MARKEL CORP 7 13% 9/30/19 43,358 43,358

METLIFE INC 475% 2/8/21 101,822 101,822

MORGAN STANLEY FDIC GTD TLGP FLTG 9/22/11 420,731 420,731

MORGAN STANLEY 550% 7/24/20 102,121 102,121

MOTOROLA INC 6 50% 9/125 42,630 42,630

NABORS INDUSTRIES INC 925% 1/15/19 89,357 89,357

NATIONWIDE BUILDING SOCIETY 625% 2125/20 105,549 105,549

NEWS AMERICA INC 655% 3/15/33 31,731 31,731

NEWS AMERICA INC 6 15% 3/1/37 50,155 50,155

NISOURCE FINANCIAL CORP 680% 1/15/19 80,643 80,643

NISSAN MOTORS ACCEPT CORP 450% 1/30/15 43,106 43,106

NOBLE ENERGY INC 825% 3/1/19 69,959 69,959

NOBLE HOLDING INTL LTD 490% 8/120 8,272 8,272

ORIX CORP 471% 4127/15 75,576 75,576

PETROBRAS INTL FINANCE CO 5 75% 1/20/20 72,782 72,782

PNC FUNDING CORP 5 13% 2/8/20 31,911 31,911

POLAND REPUBLIC 3 88% 7/16/15 85,575 85,575

PRINCIPAL FINANCIAL GROUP INC 788% 5/15/14 69,558 69,558

PRUDENTIAL FINANCIAL INC 5 15% 1/15/13 52,952 52,952

QWEST CORP 750% 10/1/14 68,100 68,100

REED ELSEVIER CAPITAL INC 863% 1/15/19 88,899 88,899

REPUBLIC OF HUNGARY 638% 3/29/21 62,250 62,250

REPUBLIC SERVICES INC 525% 11/15/21 74,086 74,086

RESOLUTION FUNDING CORP 000% 7/1520 413,366 413,366

REYNOLDS AMERICAN INC 7 63% 6/1/16 53,747 53,747

RIO TINfO FINANCIAL USA LTD 650% 7/15/18 70,138 70,138

ROYAL BANK OF SCOTLAND PLC 145% 10/20/11 104,506 104,506

ROYAL BANK OF SCOTLAND PLC 613% 1/11/21 52,717 52,717

RSHB CAPITAL 775% 5/29/18 145,600 145,600

RUSSIAN FEDERATION STEP CP 750% 3/31/30 141,384 141,384

RYDER SYSTEMS INC 7 20% 9/1/15 24,303 24,303

RYDER SYSTEMS INC 5 85% 11/1/16 25,470 25,470

SANTANDER US DEBT S A INT GTD 299% 10/7/13 100,975 100,975

SIMON PROPERTY GROUP LP 438% 3/1/21 89,487 89,487

SOUTHWEST AIRLINES CO 525% 10/1/14 21,480 21,480

SOUTHWEST AIRLINES CO 5 75% 12/15/16 27,018 27,018

TECK RESOURCES LIMITED 600% 8/15/40 6,168 6,168

TECO FINANCE INC 400% 3/15/16 21,096 21,096

TECO FINANCE INC 5 15% 3/15/20 20,647 20,647

TELECOM ITALIA CAPITAL 6 18% 6/18/14 87,016 87,016

TELECOM ITALIA CAPITAL 638% 11/15/33 19,206 19,206

TIME WARNER CABLE INC 8 75% 2/14/19 50,467 50,467

TIME WARNER ENTMT CO LP 838% 3/15/23 62,674 62,674

TIME WARNER INC _ 470% 1/15/21 55,653 55,653

TYCO INTL FINANCE S A 850% 1/15/19 31,735 31,735

UBS AG STAMFORD BRH VAR 7/15/16 108,602 108,602

UNION ELECTRIC CO 670% 2/1/19 69,846 69,846

UNITED HEATLH GROUP INC 600% 2/15/18 22,551 22,551

VALERO ENERGY CORP 688% 4/15/12 58,094 58,094

VIACOM INC 625% 4/30/16 57,551 57,551

VIACOM INC 563% 9/15/19 43,997 43,997

WACHOVIA CORP 5 50% 5/1/13 80,971 80,971

WEATHERFORD INTL LTD 5 15% 3/15/13 31,855 31,855

WEATHERFORD INTL LTD 963% 6/1/19 25,862 25,862

WELLPOINT INC 588% 6/15/17 16,925 16,925

WELLPOINT INC 700% 2/15/19 17,735 17,735

WELLPOINT INC 435% 8/15/20 30,235 30,235

WILLIAMS COS INC 788% 9/1/21 94,685 94,685

WILLIAMS PARTNERS LP 5 25% 3/1520 77,258 77,258

XL CAPITAL LTD 525% 9/15/14 20,357 20,357

TOTAL 8,394,930 8,394,930

ATTACHMENT 12B


FORM 990PF, PART II - OTHER INVESTMENTS

DESCRIPTION

SUMMIT ROCK HEDGED EQUITYPORTFOLIO

BAUPOST VALUE PARTERS,L.P. - IV

ADAGE CAPITALPARTNERS LP

SUMMIT ROCK SELECT EQUITYPORTFOLIO

SUMMIT ROCK NATURAL RESOURCESPORTFOLIO

SUMMIT ROCK STRATEGIC FIXEDINCOME PORTFOLIO

SUMMIT ROCK DIVERSIFIEDSTRATEGIES PORTFOLIO

SUMMIT ROCK PRIVATE EQUITYPORTFOLIO

VALUE PARTNERSLTD

TOTALS

13-3410749

ATTACHMENT 13

ENDING ENDINGBOOK VALUE FMV

39, 603, 105.

28,716,674.

24,177,979.

22,668,058.

13, 512, 019.

13,432,514.

11,283,618.

2,540,278.

100,713.

156, 034, 958.

39, 603, 105.

28,716,674.

24,177,979.

22,668,058.

13,512,019.

13,432,514.

11,283,618.

2,540,278.

100,713.

156,034,958.



FORM 990PF, PART II - OTHER ASSETS

DESCRIPTION

ART WORK - SEE ATTACHMENT 21PURCHASED INTEREST

TOTALS

13-3410749

ATTACHMENT 14

ENDINGBOOK VALUE

11,715,994.11,283.

11,727,277.

ENDINGFMV

103,766,991.11,283.

103,778,274.



ATTACHMENT 15

FORM 990PF, PART III - OTHER INCREASES IN NET WORTH OR FUND BALANCES

DESCRIPTION AMOUNT

NET UNREALIZED GAIN ON INVESTMENTS 29,693,172.

TOTAL 29,693,172.



FORM 990PF, PART VIII - LIST OF OFFICERS, DIRECTORS, AND TRUSTEES ATTACHMENT 16

CONTRIBUTIONS EXPENSE ACCT

TITLE AND AVERAGE HOURS PER TO EMPLOYEE AND OTHER

NAME AND ADDRESS WEEK DEVOTED TO POSITION COMPENSATION BENEFIT PLANS ALLOWANCES

JOEL WACHS PRESIDENT 40 HRS/WK 374,625. 49,000. 0.65 BLEECKER STREET, 7TH FLOOR

NEW YORK, NY 10012

KATHLEEN C. MAURER TREASURER/CFO 40 HRS/WK 263,453. 49,000. 0.65 BLEECKER STREET, 7TH FLOOR

NEW YORK, NY 10012

JOHN WARHOLA * SEE BELOW VICE PRESIDENT 20 HRS/WK 191,937. 11,412. 0.

65 BLEECKER STREET, 7TH FLOOR

NEW YORK, NY 10012

MARK ALLEN DIRECTOR 12 HRS/WK 12,500. 0. 0.


NEW YORK, NY 10012

JAMES KEITH BROWN DIRECTOR 12 HRS/WK 12,500. 0. 0.


NEW YORK, NY 10012

JANE HAMMOND DIRECTOR 12 HRS/WK 12,500. 0. 0.


NEW YORK, NY 10012

* MR. JOHN WARHOLA: DECEASED 12/25/2010

SEVERANCE OF 140,548 WAS PAID TO HIS ESTATE AND

IS INCLUDED IN HIS COMPENSATION REFLECTED ABOVE.

ATTACHMENT 16A

8BC04N M261


FORM 990PF, PART VIII - LIST OF OFFICERS, DIRECTORS, AND TRUSTEES ATTACHMENT 16 (CONT'D)

CONTRIBUTIONS EXPENSE ACCTTITLE AND AVERAGE HOURS PER TO EMPLOYEE AND OTHER


SARAH ELIZABETH LEWIS DIRECTOR 9 HRS/WK 9,375. 0. 0.65 BLEECKER STREET, 7TH FLOOR

NEW YORK, NY 10012

RICK LOWE


NEW YORK, NY 10012

IGOR MAYA DACOSTA

65 BLEECKER STREET, 7TH FLOORNEW YORK, NY 10012

SHIRIN NESHAT


NEW YORK, NY 10012

LISA PHILLIPS


NEW YORK, NY 10012

JOCK REYNOLDS


NEW YORK, NY 10012

DIRECTOR 12 HRS/WK 12,500. 0. 0.





ATTACHMENT 16B8BC04N M261




TITLE AND AVERAGE HOURS PER TO EMPLOYEE AND OTHERNAME AND ADDRESS WEEK DEVOTED TO POSITION COMPENSATION BENEFIT PLANS ALLOWANCES

LAWRENCE RINDER DIRECTOR 12 HRS/WK 12,500. 0. 0.65 BLEECKER STREET, 7TH FLOOR

NEW YORK, NY 10012

TREVOR OWEN SCHOONMAKER DIRECTOR 9 HRS/WK 9,375. 0. 0.


NEW YORK, NY 10012

CINDY SHERMAN


NEW YORK, NY 10012

ROBERT STORR


NEW YORK, NY 10012

MICHAEL STRAUS


NEW YORK, NY 10012

OLGA VISO


NEW YORK, NY 10012

8BC04N M261





ATTACHMENT 16C




TITLE AND AVERAGE HOURS PER TO EMPLOYEE AND OTHER


DONALD WARHOLA


NEW YORK, NY 10012

JOHN WATERS


NEW YORK, NY 10012

PATRICIA WILLIAMS


NEW YORK, NY 10012

MICHAEL FRANKEL


NEW YORK, NY 10012




SECRETARY 5HRS/WK ** SEE BELOW 0. 0.

GRAND TOTALS 1,030,015. 109,412. 0.

** MR. FRANKEL IS NOT DIRECTLY COMPENSATED

AS SECRETARY; HIS LAW FIRM, CARTER LEDYARD

& MILBURN LLP, CHARGES FOR THE PORTION OF

HIS TIME IN KEEPING MINUTES, AS WELL AS

FOR LEGAL SERVICES (SEE ATTACHMENT 4A).

8BC04N M261

ATTACHMENT 16D


990PF, PART VIII - COMPENSATION OF THE FIVE HIGHEST PAID EMPLOYEES

NAME AND ADDRESS

PAMELA CLAPP65 BLEECKER STREET , 7TH FLOORNEW YORK , NY 10012

NEIL PRINTZ65 BLEECKER STREET, 7TH FLOORNEW YORK, NY 10012

MICHAEL HERMANN65 BLEECKER STREET, 7TH FLOORNEW YORK, NY 10012

CLAUDIA DEFENDI65 BLEECKER STREETNEW YORK, NY 10012

SALLY KING-NERO65 BLEECKER STREET, 7TH FLOORNEW YORK, NY 10012

ATTACHMENT 17

TITLE AND AVERAGE CONTRIBUTIONS EXPENSE ACCTHOURS PER WEEK TO EMPLOYEE AND OTHER

DEVOTED TO POSITION COMPENSATION BENEFIT PLANS ALLOWANCES

PROGRAM DIRECTOR 222,908. 44,537. 0.

40 HRS/WK

ART HISTORIAN 168,770. 33,706. 0.

40 HRS/WK

LICENSING DIRECTOR 168,690. 33,706. 0.

40 HRS/WK

CHIEF CURATOR 127,049. 25,440. 0.40 HRS/WK

CURATOR, PHOTOGRAPHY 121,148. 24,267. 0.

40 HRS/WK

TOTAL COMPENSATION 808,565. 161,656. 0.

ATTACHMENT 17

8BC04N M261

THE ANDY WARHOL FOUNDATION FOR THE VISUAL 13-3410749**

990PF, PART VIII- COMPENSATION OF THE FIVE HIGHEST PAID PROFESSIONALS

ATTACHMENT 18

NAME AND ADDRESS TYPE OF SERVICE COMPENSATION

BOIES, SCHILLER & FLEXNER LLP2200 CORPORATE BLVD N.W. SUITE 400BOCA RATON, FL 33431

VINCENT FREMONT ENTERPRISES, INCONE UNION SQUARE WEST, SUITE 307NEW YORK, NY 10003

BERKELEY RESEARCH GROUP LLC2200 POWELL STREET, SUITE 1200EMERYVILLE, CA 94608

RATIONAL RETENTION LLC2 TOWER PLACEALBANY, NY 12203

TIMOTHY HUNT135 EASTERN PARKWAY, APT 16ABROOKLYN, NY 11238

TOTAL COMPENSATION

LEGAL SERVICES 2,920,715.

ART SALES COMMISSION 950,000.

LEGAL SUPPORT SVCS. 458,487.

LEGAL SUPPORT SVCS. 226,548.

ART SALES COMMISSION 199,181.

8BC04N M261

4,754,931.

ATTACHMENT 18

THE ANDY WARHOL FOUNDATION FOR THE VISUAL 13-3410'V49 ••

ATTACHMENT 19

RELATIONSHIP TO SUBSTANTIAL CONTRIBUTOR

AND

RECIPIENT NAME AND ADDRESS FOUNDATION STATUS Or RECIPIENT PURPOSE or GRANT OR CONTRIBUTION AMOUNT

BEE ATTACIDffiR 20 RO RELATION TO SUBSTANTIAL CONTRIBUTOR SEE ATTACHMENT 20 13,499,712.

BEE ATTACH ENT 20

TOTAL CONTRIBUTIONS PAID 17.X99.712.

PORN 990PP. PARS IV - C TBUTIOR9 APPR D POA RlDR PASlfERi

RELRTIONSHIP TO SUBSTANTIAL CONTRIBUTOR

AND

RECIPIENT NAME AND ADDRESS FOUNDATION STATUS Or RECIPIENT PURPOSE or GRANT OR CONTRIBUTION AMOUNT

BEE ATTACHMENT 20 90 RELATION TO SUBSTANTIAL CONTRIBUTOR BEE ATTACHMENT 20 9,025,904.

BEE ATTAC0DiHT 20

TOTAL CONTRIBUTIONS APPROVED 9 . 025.904.


Annual report copy for period 5/1/2010 - 4/30/2011

Grantee Organization

CURATORIAL

African Film FestivalNew York, NYMarketing, publication and distribution initiatives (over 3 years)

Anthology Film ArchivesNew York, NYFilm preservation, exhibition programming andpublicationsupport (over 3 years)

Arizona State University Art MuseumTempe, AZ"Social Studies" residencies and exhibitions (over 2 years)

Arlington Arts CenterArlington, VAVisual arts program support (over 2 years)

ArtadiaNew York, NYBiennial publication and exhibition program support (over 2years)

Art in GeneralNew York, NYNew Commissions Program (over 2 years)

Art Institute of ChicagoChicago, IL

($100,000) "Light Years- Conceptual Art and the Photograph,1965- 1977" exhibition, ($10,000) catalogue to accompany anexhibition ofJune Wayne's tapestries

Artists SpaceNew York, NYProgram support (over 3 years)

Beginning Balance Authorized Amount Paid2011 2011 2011

Ending Balance2011

PUBLIC $40,000.00 $0 . 00 $40,000.00 $0.00

PUBLIC $75,000.00 $0.00 $75,000.00 $0.00

PUBLIC $0.00 $60 ,000.00 $30,000.00 $30,000.00

PUBLIC $35,000.00 $0.00 $35,000.00 $0.00

PUBLIC $40, 000.00 $0 . 00 $40,000.00 $0.00

PUBLIC $0 .00 $100,000.00 $50,000 . 00 $50,000.00

PUBLIC $0. 00 $110,000 . 00 $110,000.00 $0.00

PUBLIC $0. 00 $150 ,000.00 $50,000.00 $100,000.00

1ATTACHMENT 20



Art Moves AfricaBrussels, BelgiumProgram support (over 3 years)

The Arts Company

Cambridge, MA

Artists projects (over 2 years)

ArtspaceNew Haven, CTProgram support (over 2years)

Asia SocietyNew York, NYSarah Sze exhibition

Asian Arts Initiative SocietyPhiladelphia, PAVisual arts program support (over 2 years)

Aspen Art MuseumAspen, COExhibition program support (over 2 years)

ATHICA: Athens Institute for Contemporary Art, Inc.Athens, GAExhibition program support (over 3 years)

Barbados Museum & Historical Society

St. Michael, Barbados

"Black Jacobins: Negritude in a Post Global 21stCentury " exhibition

Bay Area Video CoalitionSan Francisco, CAFrameworks program support (over 2 years)

Beginning Balance Authorized Amount Paid Ending Balance2011 2011 2011 2011

FOREIGN/ $0.00 $120 ,000.00 $40 , 000.00 $80,000.00EXPENDITURE

RESPONSIBILITY

PUBLIC $0. 00 $80,000.00 $40,000.00 $40,000.00

PUBLIC $0. 00 $70 ,000.00 $35,000.00 $35,000.00

PUBLIC $0. 00 $100,000 . 00 $100,000 . 00 $0.00

PUBLIC $35 ,000.00 $0.00 $35,000.00 $0.00

PUBLIC $50,000 .00 $0.00 $50,000.00 $0.00

PUBLIC $15,000.00 $0 . 00 $15,000.00 $0.00

FOREIGN/ $0.00 $100 ,000.00 $100,000.00 $0.00EXPENDITURE

RESPONSIBILITY

PUBLIC $0 .00 $120,000 . 00 $60,000.00 $60,000.00

ATTACHMENT 202



Bemis Center for Contemporary Arts PUBLICOmaha, NEArtist-in-residence program support (over 2 years)

Berkeley Art Museum and Pacific Film Archive / University of PUBLICCaliforniaBerkeley, CABarry McGee retrospective

BRIC Arts / Media / Bklyn PUBLICBrooklyn, NYExhibition program supportfor Rotunda Gallery atthe current location and in the new facility (over 2years)

Brooklyn Museum of Art PUBLICBrooklyn, NY"Hide/Seek" exhibition

California Lawyers for the Arts PUBLICSan Francisco, CA

For the Arts and Environment Initiative Dialogue 11

Capital City Arts Initiative PUBLICCarson City, NV

Visual arts program support (over 2 years)

CEC Arts Link PUBLICNew York, NYVisual arts program support (over 2 years)

Center for Photography at Woodstock PUBLICWoodstock, NYVisual arts program support (over 2 years)

Center for Women and Their Work PUBLICAustin, TX

Exhibitions and related programming (over 3 years)

Beginning Balance Authorized Amount Paid

2011 2011 2011

$40,000.00 $0.00 $40,000.00

$0.00 $100,000.00 $100,000.00

Ending Balance2011

$0.00

$0.00

$0.00 $80,000.00 $40,000.00 $40,000.00

$0.00 $100 ,000.00 $100,000.00 $0.00

$0.00 $2,500.00 $2,500.00 $0.00

$25,000 .00 $0.00 $25,000.00 $0.00

$40,000 .00 $0.00 $40,000 .00 $0.00

$40,000 . 00 $0.00 $40 ,000.00 $0.00

$0.00 $150,000.00 $50,000.00 $100,000.00

ATTACHMENT 203



Central Utah Art CenterEphraim, UTVisual arts program support (over 2 years)

CEPA GalleryBuffalo, NYProgram support (over 3 years)

Charlotte Street FoundationKansas City, MOUrban Culture Project (over 3 years)

Churchill Arts CouncilFallon, NVExhibition program support (over 2 years)

Cinema ProjectPortland, ORProgram support (over 3 years)

Coleman Center for the ArtsYork, ALArtist-in-Residence program support (over 3 years)

College Art AssociationNew York, NY"Art Journal" publication (over 3 years)

Columbus Museum of ArtColumbus, OH"Currents: Stephanie Syjuco and Latifa Echakhch"exhibitions (over 2 years)

Coney Island USABrooklyn, NYJoanna Ebenstein exhibition

Beginning Balance Authorized2011 2011

PUBLIC $0.00 $95,000.00

PUBLIC $50,000.00 $0.00

PUBLIC $80,000.00 $0.00

PUBLIC $40,000.00 $0.00

PUBLIC $10,000.00 $0.00

PUBLIC $80,000.00 $0.00

PUBLIC $60,000.00 $0.00

PUBLIC $0.00 $60,000.00

PUBLIC $0. 00 $60,000.00

4

Amount Paid Ending Balance2011 2011

$47,500.00 $47,500.00

$50,000.00 $0.00

$40,000.00 $40,000.00

$40,000.00 $0.00

$10,000.00 $0.00

$40,000.00 $40,000.00

$30,000.00 $30,000.00

$30,000.00 $30,000.00

$60,000.00 $0.00

ATTACHMENT 20



Contemporary MuseumBaltimore, MDArtist projects (over 2 years)

Council on FoundationsNew York, NY

General support

Creative Capital FoundationNew York, NYGeneral operating support

Creative Time, Inc.New York, NYVisual arts program support (over 2 years)

Cuban Art SpaceNew York, NYFor the Larry Clark exhibition to be held at the Fototeca deCuba in Havana

CUE Art FoundationNew York, NYExhibition and Young Art Critics Mentoring Programs (over 2years)

deCordova Sculpture Park and MuseumLincoln, MASupportfor 2 exhibitions "Temporary Structures: PerformingArchitecture in Contemporary Art" and "Julianne Swartz: HowDeep is Your"

Dia Art FoundationNew York, NYThomas Hirschhorn project the "Gramsci Monument"

Dieu Donns PapermillNew York, NYArtist residencies and exhibition program support (over 2 years)

PUBLIC

PUBLIC

PUBLIC

PUBLIC

PUBLIC

PUBLIC

PUBLIC

PUBLIC

PUBLIC


$0.00 $110,000.00

Amount Paid2011

$55,000.00

$0.00 $34,500.00 $34,500.00

$0.00 $1,500,000.00 $1,500,000.00

$0.00 $150,000.00 $75,000.00

$0.00 $10,000.00 $10,000.00

Ending Balance2011

$55,000.00

$0.00

$0.00

$75,000.00

$0.00

$40,000.00 $0.00 $40,000.00 $0.00

$0.00 $75 , 000.00 $75 , 000.00 $0.00

$0.00 $100,000.00 $100 ,000.00 $0.00

$40,000 .00 $0.00 $40 ,000.00 $0.00

ATTACHMENT 205


Grantee Organization Beginning Balance Authorized Amount Paid Ending Balance

2011 2011 2011 2011

DiverseWorks PUBLIC $60,000.00 $0.00 $60,000.00 $0.00

Houston, TXExhibitions, residencies and commissions (over 3years)

The Drawing Center PUBLIC $50,000.00 $0.00 $50,000.00 $0.00

New York, NYExhibition program support (over 2 years)

Elsewhere Artist Collaborative PUBLIC $30,000.00 $0.00 $30,000.00 $0.00

Greensboro, NCProgram support (over 2 years)

Exit Art PUBLIC $50,000.00 $0.00 $50,000.00 $0.00

New York, NYExhibition program support (over 3 years)

Fabric Workshop and Museum PUBLIC $50,000.00 $0.00 $50,000.00 $0.00

Philadelphia, PA

Artist-in-Residence program support (over 2 years)

Fine Arts Work Center in Provincetown PUBLIC $40,000.00 $0.00 $40,000.00 $0.00

Provincetown, MA

Visual Arts Fellowship program (over 2 years)

516 ARTS PUBLIC $0.00 $70,000.00 $35,000.00 $35,000.00

Albuquerque, NMExhibition program support (over 2 years)

Flux Factory PUBLIC $0.00 $60,000.00 $30,000.00 $30,000.00

Queens, NYVisual arts program support (over 2 years)

Forecast Public Art PUBLIC $80,000.00 $0.00 $40,000.00 $40,000.00

St. Paul, MN

"Public Art Review" (over 3 years)

Foto Museum Winterthur FOREIGN/ $0.00 $10,000.00 $10,000.00 $0.00

Winterthur, Switzerland EXPENDITURE

For the Mark Morrisroe retrospective RESPONSIBILITY '. '

ATTACHMENT 206



Franklin Art Works PUBLICMinneapolis, MNExhibition program support (over 3 years)

Galerfa de la Raza/ Studio 24 PUBLICSan Francisco, CAExhibition program support (over 2 years)

Gallery 400 at The University of Illinois PUBLICChicago, ILExhibition program support (over 2 years)

The Glassell School of Art / Museum of Fine Arts PUBLICHouston, TXCore Program support (over 2 years)

Halsey Institute of Contemporary Art, College of Charleston PUBLICCharleston, SCExhibition program support (over 2 years)

Hamiltonian Artists PUBLICWashington, DCVisual arts programming

Highpoint Center for Printmaking PUBLICMinneapolis, MNVisiting artist publishing & exhibition program support (over 2years)

HUB-BUB PUBLICSpartanburg, SCArtist-in-Residence and visual arts program support (over 2 years)

Hyde Park Art Center PUBLICChicago, ILExhibition program support (over 3 years)


$80,000.00 $0.00 $40,000.00 $40,000.00

$30,000.00 $0.00 $30,000.00 $0.00

$45,000.00 $0.00 $45,000.00 $0.00

$0.00 $100,000.00 $50,000.00 $50,000.00

$40,000.00 $0.00 $40,000.00 $0.00

$0.00 $2,500.00 $2,500.00 $0.00

$25,000.00 $0.00 $25,000.00 $0.00

$30,000.00 $0.00 $30,000.00 $0.00

$100,000.00 $0.00 $50,000.00 $50,000.00

ATTACHMENT 207



Independent Curators International PUBLICNew York, NYExhibition program support (over 2 years)

The Institute of Contemporary Art PUBLICBoston, MA

'Dance/Draw "exhibition

Institute of Contemporary Art, University of Pennsylvania PUBLICPhiladelphia, PACharlene von Hey! exhibition

Inta, Inc. PUBLICNew York, NY"Time is Not Even, Space is Not Empty" Eiko & Koma

International Center of Photography PUBLICNew York, NY

"The Rise & Fall ofApartheid " exhibition

Intersection for the Arts PUBLICSan Francisco, CAExhibition program support (over 3 years)

Kala Art Institute PUBLICBerkeley, CAResidency program support (over 3 years)

The Kitchen PUBLICNew York, NY"The Rise and Fall ofApartheid" exhibitionThe Laundromat Project PUBLICBrooklyn, NYCreate Change program (over 2 years)

Lebanese Association for Plastic Arts, Ashkal Alwan FOREIGN/

Beirut, Lebanon EXPENDITURE

2010 "Home Works " conference, Video Works grant program and RESPONSBIL.ITY

Residency program (over 2 years)

Beginning Balance , Authorized Amount Paid Ending Balance2011 2011 2011 2011

$0.00 $90,000.00 $45,000.00 $45,000.00

$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $60,000.00 $60,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$80,000.00 $0.00 $40,000.00 $40,000.00

$0.00 $150,000.00 $100,000.00 $50,000.00

$0.00 $120,000.00 $60,000.00 $60,000.00

$0.00 $75,000.00 $37,500.00 $37,500.00

$50,000.00 $0.00 $50,000.00 $0.00

ATTACHMENT 208



Light Industry PUBLICBrooklyn, NYScreenings and publications (over 2 years)

List Visual Arts Center, Massachusetts Institute of Technology PUBLICCambridge, MA"Juan Downey, The Invisible Architect" exhibition and Frances

Stark exhibition

Living Arts of Tulsa PUBLICTulsa, OKProgram support (over 3 years)

Locust Projects , Inc. PUBLICMiami, FLProgram support (over 2 years)

Los Angeles Contemporary Exhibitions PUBLICLos Angeles, CAProgram support (over 2 years)

Los Angeles Filmforum PUBLICLos Angeles, CAMedia art programming (over 2 years)

Lower East Side Printshop , Inc. PUBLICNew York, NYPublishing and Special Editions Fellowship Program (over 3years)

The Luggage Store Gallery PUBLICSan Francisco, CAExhibition program support (over 3 years)

Machine Project PUBLICLos Angeles, CAProgram support (over 3years)


$0.00 $50,000.00

$0.00 $110,000.00


$25,000.00 $25,000.00

$110,000.00 $0.00

$66,000.00 $0.00 $33,000.00 $33,000.00

$0.00 $80,000.00 $40,000.00 $40,000.00

$0.00 $80,000.00 $40,000.00 $40,000.00

$0.00 $60,000.00 $30,000.00 $30,000.00

$80,000.00 $0.00 $40,000.00 $40,000.00

$0.00 $150,000.00 $50,000.00 $100,000.00

$70,000.00 $0.00 $35 ,000.00 $35,000.00

ATTACHMENT 209



MACLA/Movimiento de Arte y Cultura Latino Americana PUBLICSan Jose, CAVisual arts program support (over 3years)

Madison Square Park Conservancy PUBLICNew York, NYExhibition catalogue support (over 3 years)

The Marie Walsh Sharpe Art Foundation PUBLICColorado Springs, COThe Space Program (over 3 years)

Maryland Film Festival PUBLICBaltimore, MDProgram support (over 2 years)

Midway Contemporary Art PUBLICMinneapolis, MN

Exhibition program support (over 3 years)

MoMA PSI PUBLICLong Island City, NY"September l1 th, 2001 " exhibition

Museum of Arts and Design PUBLICNew York, NY"The Global Africa Project" exhibition

Museum of Contemporary Art, Chicago PUBLICChicago, IL

"This Will Have Been" exhibitionMuseum of Contemporary Art, Los Angeles PUBLICLos Angeles, CAWilliam Leavitt exhibition

Museum of Contemporary Art, Tucson PUBLICTucson, AZProgram support (over 2 years)


$0.00 $80,000.00 $40,000.00 $40,000.00

$60,000.00 $0.00 $30,000.00 $30,000.00

$66,000.00 $0.00 $66,000.00 $0.00

$40,000.00 $0.00 $40,000.00 $0.00

$50,000.00 $0.00 $50,000.00 $0.00

$0.00 $75,000.00 $75,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$40,000.00 $0.00 $40,000.00 $0.00

ATTACHMENT 2010



Museum of Modern ArtNew York, NY"Sanja Ivekovic: Sweet Violence" exhibition

National Alliance for Media Arts and CultureSan Francisco, CAProfessional Developmentfor Visual Arts Leaders (over 2 years)

National Association of Latino Arts and CultureSan Antonio, TXNALAC Fundfor the Arts (over 2 years)

National Performance NetworkNew Orleans, LAKatrina Relief Fund: Transforma Projects (over 2 years);Visual Arts Network (over 3 years)

The Nature Conservancy, Inc.East Hampton, NYVisual arts program supportfor 2009 at the Andy WarholPreserve

Nevada Museum of ArtReno, NVArt and environment program initiatives (over 2 years)

New Orleans Afrikan Film and Arts FestivalNew Orleans, LAProgram support (over 2 years)

Nicolaysen Art MuseumCasper, WY

Exhibition program support (over 2 years)

NURTUREart Non-Profit, Inc.Brooklyn, NYProgram support (over 2 years)

Beginning Balance Authorized Amount Paid Ending Balance

2011 2011 2011 2011

PUBLIC $0.00 $100,000.00 $100,000.00 $0.00

PUBLIC $0 .00 $175,000.00 $87,500.00 $87,500.00

PUBLIC $0 .00 $130,000.00 $65,000.00 $65,000.00

PUBLIC $100 ,000.00 $0.00 $100,000.00 $0.00

PUBLIC $0.00 $10,000.00 $10,000.00 $0.00

PUBLIC $50,000.00 0 . 00 $50 ,000.00 $0.00

PUBLIC $0.00 $80,000 . 00 $40,000.00 $40,000.00

PUBLIC $50 ,000.00 $0.00 $50,000 . 00 $0.00

PUBLIC $0 .00 $50 , 000.00 $25,000.00 $25,000.00

11ATTACHMENT 20



Orange County Museum of Art PUBLICNewport Beach, CAJack Goldstein retrospective

Otis College of Art & Design PUBLICLos Angeles, CA"Doin ' it in Public "exhibition

Participant Inc. PUBLICNew York, NYExhibition program support (over 3 years)

PERFORMA PUBLICNew York, NYPerforma Commissions and the Performa Production Fund

Philadelphia Museum of Art PUBLICPhiladelphia, PA"Michelangelo Pistoletto " exhibition

Portland Institute for Contemporary Art PUBLICPortland, ORTBA Festival (over 2 years)

Press Street / Antenna PUBLICNew Orleans, LAVisual arts program support (over 2 years)

Primary Information PUBLICNew York, NYPublishing initiatives (over 2 years)The Print Center PUBLICPhiladelphia, PAProgram support (over 2 years)

Printed Matter PUBLICNew York, NYExhibitions andpublications and artist book grants (over 3 years)


$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $50,000.00 $50,000.00 $0.00

$40,000.00 $0.00 $40,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$50,000.00 $0.00 $50,000.00 $0.00

$0.00 $40,000.00 $20,000.00 $20,000.00

$40,000.00 $0.00 $40,000.00 $0.00

$40,000.00 $0.00 $40,000.00 $0.00

$60,000.00 $0.00 $60,000.00 $0.00

ATTACHMENT 2012



Pro ArtsOakland, CAVisual arts program support (over 2 years)

Project Row HousesHouston, TXPublic art program support (over 2 years)

Proteus FundAmherst, MASupportfor the Media Democracy Fund (over 2 years), support

for the Media Democracy Panel

Provincetown International Film FestivalProvincetown, MAFestival andprogram support (over 2 years)

Real Art Ways

Hartford, CTVisual arts program support (over 3 years)

Redux Contemporary Art CenterCharleston, SCExhibition program support (over 2 years)

Renaissance Society at the University of ChicagoChicago, ILExhibitions andpublications (over 3 years)

San Francisco CameraworkSan Francisco, CANew Works Initiative (over 2 years)

San Francisco Film Society

San Francisco, CAKinoTek series support (over 2 years)


PUBLIC $0 .00 $70,000.00 $35 ,000.00 $35,000.00

PUBLIC $0 .00 $120,000.00 $60,000.00 $60,000.00

PUBLIC $75,000.00 $518.00 $75,518.00 $0.00

PUBLIC $0 .00 $50,000.00 $25,000.00 $25,000.00

PUBLIC $50,000.00 $0 .00 $50,000 . 00 $0.00

PUBLIC $0 .00 $70,000.00 $35,000.00 $35,000.00

PUBLIC $100,000.00 $0 . 00 $50,000.00 $50,000.00

PUBLIC $40,000 .00 $0.00 $40,000.00 $0.00

PUBLIC $0. 00 $80 , 000.00 $40 ,000.00 $40,000.00

13ATTACHMENT 20



San Jose Institute of Contemporary ArtSan Jose, CAVisual arts program support (over 2 years)

Santa Barbara Museum of ArtSanta Barbara, CACharles Garabedian exhibition

SculptureCenterLong Island City, NYExhibition program support (over 2 years)

1708 GalleryRichmond, VAExhibition program support (over 2 years)

Small AxeNew York, NY

The Visual Life ofCatastrophic Memory " project (over 3 years)

Southern ExposureSan Francisco, CAExhibition program support (over 3 years)

Space One ElevenBirmingham, AL"Found Around the South 2 "project series (over 3 years)

SpacesCleveland, OHExhibition program support (over 2 years)

Squeaky Wheel / Buffalo Media ResourcesBuffalo, NYMedia arts programming support (over 2 years)


PUBLIC $40, 000.00 $0.00 $40,000.00 $0.00

PUBLIC $0. 00 $80,000.00 $80,000.00 $0.00

PUBLIC $60,000.00 $0.00 $60,000 .00 $0.00

PUBLIC $0. 00 $60,000.00 $30 ,000.00 $30,000.00

PUBLIC $0.00 $120,000.00 $40,000.00 $80,000.00

PUBLIC $50, 000.00 $0.00 $50,000.00 $0.00

PUBLIC $40,000.00 $0.00 $40,000.00 $0.00

PUBLIC $40,000.00 $0.00 $40,000.00 $0.00

PUBLIC $0. 00 $50,000.00 $25,000.00 $25,000.00

ATTACHMENT 2014 -



Stedelijk Museum FOREIGN/

Amsterdam, Netherlands EXPENDITURE

"Mike Kelley Themes and Variationsfrom 35 years" exhibition RESPONSIBILITY

Sweeney Art Gallery, University of California Riverside PUBLICRiverside, CA"Free Enterprise " exhibition

Tacoma Art Museum PUBLICTacoma, WA"Hide and Seek" exhibition

Tate Britain FOREIGN/

London, UK EXPENDITURE

Susan Hiller exhibition RESPONSIBILITY

threewalls PUBLICChicago, ILProgram support (over 2 years)

Transformer PUBLICWashington, DCExhibition program support (over 2 years)

UCLA Art and Global Health Center PUBLIC

Los Angeles, CA"The A R T Show " and 2010 International AIDS Conference

UCLA Film and Television Archive PUBLICHollywood, CA"L.A. Rebellion" exhibition

UCLA Hammer Museum PUBLIC

Los Angeles, CA"All of this and nothing " exhibition


$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $50,000.00 $50,000.00 $0.00

$0.00 $50,000.00 $50,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $60,000.00 $30,000.00 $30,000.00

$0.00 $60,000.00 $30,000.00 $30,000.00

$0.00 $85,000.00 $85,000.00 $0.00

$0.00 $75,000.00 $75,000.00 $0.00

$0.00 $75,000.00 $75,000.00 $0.00

ATTACHMENT 20

15 - -



University of California, Los Angeles / Chicano Studies PUBLICResearch CenterLos Angeles, CA"A Ver Revisioning Art History" and "Los Angeles: The MexicanPresence in L A Art, 1945-80"

University of Wyoming / University of Wyoming Art Museum PUBLICLaramie, WYExhibition projects by Etsuko Ichikawa and Margaret Cogswell

U.S. Biennial, Inc. PUBLICNew York, NY"Prospect.2 New Orleans"

Vancouver Art Gallery FOREIGN/

Vancouver, Canada EXPENDITURE

Ken Lum exhibition RESPONSIBILITY

Velaslavasay Panorama PUBLICLos Angeles, CAExhibitions andprogramming support (over 2 years)

Voices Breaking Boundaries PUBLICHouston, TXProgram support (over 2 years)

Walker Art Center PUBLICMinneapolis, MN"Spectacular Vernacular" exhibition

The Andy Warhol Museum PUBLICPittsburgh, PA($325, 000) General support; ($109,000) Time CapsuleCataloguing Project (over 6 years)

White Columns PUBLICNew York, NYExhibition program support (over 3 years)


$0.00 $115,000.00 $115,000.00 $0.00

$0.00 $50,000.00 $50,000.00 $0.00

$0.00 $100,000.00 $100,000.00 $0.00

$0.00 $75,000 . 00 $75,000.00 $0.00

$0.00 $50,000.00 $25,000.00 $25,000.00

$0.00 $60,000.00 $30,000 .00 $30,000.00

$0.00 $75,000 .00 $75,000.00 $0.00

$327,000.00 $325,000.00 $434 ,000.00 $218,000.00

$80,000.00 $0.00 $40,000.00 $40,000.00

ATTACHMENT 2016 - --



White Flag ProjectsSt. Louis, MOExhibition program support (over 2 years)

Women 's Studio WorkshopRosendale, NYArtist-in-residence program support (over 2 years)

WARHOL INITIATIVE

General expensesArt in GeneralArtspace, Inc.Aurora Picture ShowCharlotte Street FoundationColeman Center for the ArtsContemporary MuseumDiverseworks

Franklin Art WorksGaleria de la RazaHeadlands Center for the ArtsIntermedia ArtsLawndale Art CenterLos Angeles Contemporary ExhibitionsThe Luggage Store GalleryMACLA/Movimento de Arte y Cultura Latino AmericanaMaryland Art PlaceMomenta Art911 Seattle Media Arts CenterOut NorthPrinted MatterRhizome

San Francisco CameraworkSecond Street GallerySelf-Help GraphicsSlought FoundationSouthern Exposure

PUBLIC

PUBLIC

PUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLICPUBLIC

PUBLICPUBLICPUBLICPUBLIC

Beginning Balance2011

$0.00

$50,000.00

Authorized2011

$80,000.00

$0.00

$4,825,871.84 ($100,000.00)

17


$40,000.00 $40,000.00

$50,000.00 $0.00

$2,943,650.54

$223,259.30

$50,000.00$7,700.00

$27,112.00$90,147.00$50,000.00$5,000.00

$80,450.00$17,700.00$14,000.00$50,000.00$15,000.00$40,790.00$18,000.00$50,000.00$50,000.00

$100,168.00$21,820.00$50,000.00$20,000.00$50,000.00$50,000.00

$50,000.00$50,000.00$50,000.00

$105,000.00$220,000.00

ATTACHMENT 20


Grantee Organization Beginning Balance Authorized Amount Paid

2011 2011 2011

SPACE Gallery PUBLIC $10,500.00

Spaces PUBLIC $25,813.00threewalls PUBLIC $89,762.00Watts House Project PUBLIC $100,000.00

SUB-TOTAL $1,782,221.30

ARTS WRITERS INITIATIVE $4,450,601.09 $100,000.00

General expenses $75,047.41

Art Papers PUBLIC $128,000.00The Brooklyn Rail PUBLIC $40,000.00

Cabinet Magazine / Immaterial Incorporated PUBLIC $50,000.00

California Institute of the Arts PUBLIC $50,000.00

Creative Capital Foundation PUBLIC $1,050,000.00

The Esopus Foundation Ltd. PUBLIC $12,000.00

Project X Foundation for Art and Criticism/X-tra Magazine PUBLIC $50,000.00

Triple Canopy PUBLIC $56,800.00

SUB-TOTAL $1,511,847.41

CURATORIAL RESEARCH FELLOWSHIP $0.00 $505,125.00

General expenses $895.00

Berkeley Art Museum and Pacific Film Archive/ University PUBLIC $34,060.00

of CaliforniaCalifornia Institute of the Arts PUBLIC $50,000.00

Delaware Art Museum PUBLIC $11,000.00

The Menil Collection PUBLIC $38,400.00

Museum of Contemporary Art Detroit PUBLIC $28,000.00

Museum of Contemporary Native Arts PUBLIC $30,800.00

Museum of Contemporary Art, North Miami PUBLIC $40,000.00

New Museum PUBLIC $32,400.00

New Orleans Museum of Art PUBLIC $34,720.00

San Francisco Museum of Modern Art PUBLIC $50,000.00

Studio for Creative Inquiry / Carnegie Mellon University PUBLIC $50,000.00

Tacoma Art Museum PUBLIC $40,000.00

18

Ending Balance2011

$3,038,753.68

$0.00

ATTACHMENT 20



Tlatelolco - Centro Cultural UniversitarioWexner Center for the Arts , Ohio State University

SUB-TOTAL

Wynn Kramarsky Freedom of Artistic ExpressionNational Coalition Against CensorshipNew York, NYArts Advocacy Project (over 3 years)

PUBLICPUBLIC


$335,000.00 $0.00

Amount Paid2011

$28,850.00$36,000.00

$505,125.00

$65,000.00

Ending Balance2011

$270,000.00

TOTAL QUALIFYING DISTRIBUTIONS $13,140,472.93 $9,385,143.00 $13,499,711.71 $9,025,904.22

19ATTACHMENT 20

PART X:

Line I (c)

Line 1 (e)

THE ANDY WARHOL FOUNDATION

FOR THE VISUAL ARTS, INC.

FORM 990-PF

APRIL 30, 2011

EIN: 13-3410749

Value of Art created or purchased by Andy Warhol

before application of Blockage discount

Less: Discount for Blockage pursuant to appraisals

Subtotal

Average Fair Market Value of Limited Partnerships & Alternative

Investments

Accounts receivable and purchased interest

Fair market value of all other assets (Part X -Line 1(c) )

Discount for Blockage pursuant to appraisals (Part X - Line 1 (e) )

194,155,573

(90,388,582)

103,766,991

145,732,662

78,199

249,577,852

90,388,582

ATTACHMENT 21

THE ANDY WARHOL FOUNDATIONFOR THE VISUAL ARTS, INC.

FORM 990-PFAPRIL 30, 2011EIN: 13-3410749

Part XV - Supplementary Information:

Question 2 - Information regarding contribution, grant, gift, loan, scholarship, etc., programs:

(a) Rachel Bers, Program DirectorThe Andy Warhol Foundation for the Visual Arts65 Bleecker Street, 7th FloorNew York, NY 10012

or

Proposals may also be submitted by email to: [email protected] attach all materials as Word documents, Excel documents or PDFs.

(b) The Foundation does not have an application form. Instead, a full proposal for funding should be submittedin the form of a letter of approximately 3 pages describing the activity for which funds are being requested.In addition, include a project budget and a copy of the organization's 501(c)(3) ruling from the IRS.Applicants for Curatorial Research Fellowships must apply through their institutions and must includea letter of support from the institution's director. Please do not send additional material with your proposal.

(c) Grant requests are reviewed twice a year in the spring and fall. The postmark deadlines for proposals areMarch 1 and September 1.

(d) Grants are made on a project basis to curatorial programs at museums, artists' organizations, and othercultural institutions to originate innovative and scholarly presentations of contemporary visual arts. Projectsmay include exhibitions, catalogues, and other organizational activities directly related to these areas. Theprogram also supports the creation of new work through regranting initiatives and artist-in-residenceprograms. The work of choreographers and performing artists occasionally is funded when the visual artsare an inherent element of a production.

Scholarly research undertaken towards the development of significant exhibitions is funded throughCuratorial Research Fellowships. Institutionally-affiliated curators at any stage of their careers are eligibleto apply. Research must be attached to a potential exhibition and curators must have the formal support oftheir director. Grants to curators do not preclude separate proposals from sponsoring institutions in anygiven grant round.

Grants are also made to support efforts to strengthen areas that directly affect the context in which artistswork. In 2006 the Foundation formally designated one of its grants The Wynn Kramarsky Freedom ofArtistic Expression Award to recognize the work of organizations with a deep-seated commitment topreserving and defending the First Amendment rights of artists. Named in honor of the Foundation's formerBoard Chair, the grant rewards outstanding advocacy, legal, and curatorial efforts on behalf of those whoserights to free expression have been challenged. Note that the Foundation is unable to fund proposals using afiscal agent. The Foundation is also unable to make grants directly to individuals.

The Foundation's grant program is primarily focused on supporting institutions within the United States.However, in rare cases, we will make grants outside the United States. For this reason, we accept letters ofinquiry from arts institutions abroad. Please include a brief description of the organization and of theproject for which you are seeking funding. In limited cases, the foundation will then request a full proposal.

ATTACHMENT 22

Form 990-PFP . 5

Question 5(c)Part VII-13


65 Bleecker StreetNew York, NY 10014

E.I.N.: 13-3410749Year Ended April 30, 2011

STATEMENT OF EXPENDITURE RESPONSIBILITY

(a) Name and address of grantee -

(b) Date and amount of grant -

Art Moves Africa

98, Rue Antoine Dansaert1000 Brussels

Belgium

12/10/2010

$120,000.00

(c) Purpose of grant - Program support (over 3years)

(d) Amount expended by grantee - $40,000.00

(e) Whether grantee has diverted any portion of the funds from the purpose of thegrant, to the knowledge of the Foundation - No.

(f) Dates of any reports received from the grantee - 08/24/2011

(g) The date and results of any verification of the grantee's reports pursuant to and tothe extent required by Regulation § 53.4945-5 (c) (1) -

The Foundation had no reason to doubt the accuracy or reliability of thereports received, therefore no independent verification is required to beundertaken.

ATTACHMENT 23

Form 990-PF

P5Question 5(c)

Part VII-B





(a) Name and address of grantee - Barbados Museum & Historical SocietySt. Ann's GarrisonSt. Michael BB14038Barbados

(b) Date and amount of grant - 06/04/2010$100,000.00

(c) Purpose of grant - "Black Jacobins: Negritude in a Post Global 21st Century"exhibition





The Foundation had no reason to doubt the accuracy or reliability of the reportsreceived, therefore no independent verification is required to be undertaken.

ATTACHMENT 23

Form 990-PFp. 5

Question 5(c)Part VII-B







(c) Purpose of grant -

Foto Museum Winterthur

Grdzenstrasse 44 + 45CH 8400 WinterthurSwitzerland

05/03/2010$10,000.00

For the Mark Morrisroe Retrospective






ATTACHMENT 23

Form 990-P1p. 5






(a) Name and address of grantee - Lebanese Association for Plastic Arts, AshkalAlwanAin el MreissehPhoenicia StreetSaab2 BuildingBeirut, Lebanon



05/29/2009$100,000.00

2010 "Home Works" conference,"Video Works" grant program, andResidency program (over 2 years)






ATTACHMENT 23

Form 990-PF

p. ,5.









Stedelijk Museum

Postbus 75082

1070 AmsterdamNetherlands

12/10/2010$100,000.00

"Mike Kelley: Themes and Variationsfrom 35 Years" exhibition




(g) The date and results of any verification of the grantee's reports pursuant to and to

the extent required by Regulation § 53.4945-5 (c) (1) -

The Foundation had no reason to doubt the accuracy or reliability of the

reports received, therefore no independent verification is required to be

undertaken.

ATTACHMENT 23

.J non-T>I ILTVllll //V 1

IA

p..5Question 5(c)

Part VII-B








Tate Britain

MillbankLondon SW 1 P 4RGUnited Kingdom

06/04/2010

$100,000.00

Susan Hiller exhibition






ATTACHMENT 23

I orim 9901-PloP-5,









(d) Amount expended by grantee -

Vancouver Art Gallery750 Hornby StreetVancouver, BC V6Z 2H7Canada

06/04/2010$75,000.00

Ken Lum exhibition

$75,000.00

(e) Whether grantee has diverted any portion of the funds from the purpose of the grant,to the knowledge of the Foundation - No.


(g) The date and results of any verification of the grantee's reports pursuant to and tothe extent required by Regulation § 53.4945 -5 (c) (1) -


ATTACHMENT 23

THE ANDY WARHOL FOUNDATION FOR THE VISUAL ARTS. INC.

CONFORMITY STATEMENT

For the Year Ended 04/30/2011

I certify that the attached amended by-laws are complete and accurate copies of the originaldocument.

^--- 3 ^SSignature of Officer Dfate

Type or print name and title

ATTACHMENT 24

BY-LAWS

OF

THE ANDY WARHOL FOUNDATION FOR THEVISUAL ARTS, INC.

(a New York Not-for-Profit corporation)

As amended, by unanimous vote of the Directors at a meeting of the Directors held on

October 8, 2010, and effective as of October 8, 2010.

ecretary

6674494.1

I

TABLE OF CONTENTS

Page

ARTICLE I Members ......................................................... .........1...................................

ARTICLE II Directors .................................................................................................... 1

Section 2. 01 . Management ..............................................................................1Section 2.02. Number ......................................................................................1Section 2.03 . Warhola Designee ......................................................................ISection 2 . 04. Classification , Election and Term ............................................. ISection 2.05 . Resignations ............................................................................... 2Section 2 .06. Removal, Vacancies and Increases ............................................ 2Section 2 .07. Quorum and Board Action......................................................... 3Section 2.08. Annual Meeting ......................................................................... 3Section 2 .09. Regular Meetings ....................................................................... 3Section 2 . 10. Special Meetings ........................................................................ 4Section 2.11 . Committees ................................................................................ 4Section 2.12. Action without a Meeting .......................................................... 4Section 2.13 . Meeting by Use of Telecommunications ................................... 4Section 2.14. Waiver of Notice of Meeting ..................................................... 5Section 2 .15. Advisory Directors ..................................................................... 5Section 2.16. Compensation ............................................................................ 5

ARTICLE III Officers .................................................................................................... 5

Section 3 .01 . Appointment and Number ......................................................... 5Section 3.02. Appointed Term ......................................................................... 5Section 3.03 . Removal ; Resignation ................................................................ 5Section 3.04. Vacancies ................................................................................... 5Section 3 .05 . Chairman of the Board : ............................................................. 6Section 3.06. President : ................................................................................... 6Section 3 .07. Vice President : ........................................................................... 6Section 3 .08. Secretary : ................................................................................... 6Section 3.09 . Treasurer: ................................................................................... 6

ARTICLE IV Advisors ...................................................................................................7

ARTICLE V Miscellaneous ...........................................................................................7

Section 5.01 . Seal ............................................................................................ 7....................Section 5 .02. Fiscal Year ............................................................ .7

Section 5 . 03 . Books and Records ............................................................ ....7Section 5 .04 . Checks, Notes, Contracts , Etc ...................................................7

6674494

Section 5 . 05 . Investments ................................................................................7Section 5 .06. Amendment of By-Laws ..........................................Section 5 .07. Definitions .................................................................................8

6674494I

BY-LAWS

of

THE ANDY WARHOL FOUNDATION FOR THEVISUAL ARTS, INC.

ARTICLE I

Members

The Corporation shall not have members.

ARTICLE II

Directors

Section 2 . 01 . Management . The property and affairs of the Corporation shall bemanaged by the Board of Directors.

Section 2.02 . Number. The Board of Directors shall consist of not less than threenor more than fifteen persons, the number of directors (within the above limits) to be fixedby the directors from time to time by vote of a majority of the directors holding office at thetime.

Section 2.03 . Warhola Designee . John Warhola shall have the right to designate ason of his to serve as his successor as a director, such designation to become effective whenJohn Warhola ceases for any reason to serve as a director. Any such designation shall beeffected by a writing dated and signed by John Warhola and delivered to the Secretary, priorto John Warhola ceasing to be a director, and may be revoked by a later written designationor revocation so delivered to the Secretary. The Secretary shall keep the current designation,if any, in the minute book of the Corporation until John Warhola ceases to be a director.

Section 2.04 . Classification, Election and Term . The Board of Directors shall bedivided into two classes, to be designated Class A and Class B. Class B shall be furtherdivided into four subclasses to be designated Class B-1, Class B-2, Class B-3, and Class B-4.

(a) Class A Directors . The Class A directors shall be (i) John Warhola and,following John Warhola's ceasing to be a director, the Warhola Designee, if any, as said termis defined in Section 2.03, until the death, resignation or removal for cause of any of them asherein provided, and (ii) unless the directors otherwise determine, the person who is the dulyappointed President of the Corporation holding office from time to time. Class A Directors

6674494 1

shall be elected in the manner provided in Section 2.07 and shall assume the officeimmediately upon election and serve until the next annual meeting of directors followingsuch election or until their prior death, resignation or removal as provided in Section 2.06,except that, until such event, John Warhola or the Warhola Designee, if any, as the case maybe, and, unless the directors otherwise determine, the person who is then the duly appointedPresident of the Corporation, shall be elected automatically as Class A directors at eachannual meeting of directors.

(b) Class B Directors . Class B shall be comprised of directors elected at large.The Class B directors shall be divided into four subclasses, as nearly equal in number aspossible, for the purpose of staggering their teens of office. The terms of office of the initialClass B-1 directors shall expire at the annual meeting of directors in 2006; the terms of officeof the initial Class B-2 directors shall expire at the annual meeting of directors in 2007; theterms of office of the initial Class B-3 directors shall expire at the annual meeting of directorsin 2008, and the terms of office of the initial Class B-4 directors shall expire at the annualmeeting of directors in 2009. At each annual meeting of directors after 2005, successors tothe Class B directors whose terms shall then expire shall be elected in the manner provided inSection 2.07 of these by-laws and shall assume their offices immediately upon election andserve until the fourth succeeding annual meeting of directors following such election or untiltheir prior death, resignation or removal as provided in Section 2.06. A Class B director shallnot serve more than two consecutive terms, and in no case longer than the eighth annualmeeting of directors succeeding his or her election, and shall not be eligible to serve as adirector again until at least one year has elapsed after the expiration of his or her most recentterm.

Notwithstanding the above provisions of this subsection, (i) if a director is acting asChairman of the Board of Directors at the time such director's term as director will expirepursuant to the above provisions, and such director has acted as Chairman for fewer than twoconsecutive years at that time, and the Board desires to elect such director to act as Chairmanfor a second consecutive year, then such director may serve as a director for the additionalyear as a member of the Class B class the term of which expires on the date coincident withthe close of the additional year, and (ii) if a director's second consecutive term as directorwill expire prior to the eighth annual meeting of directors succeeding his or her initialelection, then if the Board desires to re-elect such director, such director may serve asdirector for an additional period not to extend beyond the eighth annual meeting of directorssucceeding his or her initial election.

Any newly created directorships or any decrease in the number of directors shall beso apportioned among the Class B subclasses as to make all subclasses as nearly equal innumber as possible.

Section 2.05 . Resignations . Any director may resign at any time by giving writtennotice to the Board of Directors. Such resignation shall be effective immediately or at thetime specified therein without the need for acceptance.

Section 2.06 . Removal, Vacancies and Increases . Directors are selected for their

experience and expertise and their willingness to offer their talents to the Foundation.

6674494 1

-2-

J I , a

Directors are expected to attend all Board meetings and it is highly desirable that they attendin person. Any director who misses more than two Board of Directors meetings in anycalendar year for any reason other than the director's serious illness shall cease to be adirector effective as of the date of the third Board of Directors meeting so missed. Inaddition, any or all of the directors may be removed at any time, with cause, by a vote of amajority of the directors holding office at the time, provided that neither John Warhola northe Warhola Designee shall be removed as a director except by the unanimous vote of theother directors then in office.

Newly created directorships resulting from an increase in the number of directors, orvacancies occurring in the Board of Directors for any reason, may be filled by a vote of thedirectors in the manner provided in Section 2.07 of these by-laws or by a sole remainingdirector, although less than a quorum.

A director elected to fill a vacancy (including a vacancy resulting from an increase inthe number of directors) shall hold office for a term that coincides with the terms of the otherdirectors in the class or subclass of directors in which such vacancy may occur, provided thatif such director's second consecutive term as director will expire prior to the eighth annualmeeting of directors succeeding his or her election to fill such vacancy and the Board re-elects such director in accordance with the second paragraph of Section 2.04, then suchdirector shall hold office for a term that coincides with the terms of the other directors in theclass or subclass of directors whose terms expire on the date of the eighth annual meeting ofdirectors succeeding such director's election to fill such vacancy.

Section 2.07 . Quorum and Board Action . At all meetings of the Board of Directors,the presence of a majority of the directors then in office or, if there is an even number ofdirectors then in office, one half of said directors, shall constitute a quorum for thetransaction of business. Except as otherwise provided in the Not-for-Profit Corporation Law,the Certificate of Incorporation or these by-laws, the vote of a majority of the directorspresent at the time of the vote, if a quorum is present at such time, shall be the act of theBoard of Directors.

A majority of the directors present, whether or not a quorum is present, may adjournany meeting of the directors to another time and place. Notice of any adjournment need notbe given if such time and place are announced at the meeting, and at the adjourned meetingany business may be transacted that might have been transacted on the original date of themeeting.

Section 2.08 . Annual Meeting . The annual meeting of directors for the election ofdirectors and officers and the transaction of such other proper business as may come beforethe meeting shall be held at such place within or outside the State of New York, and on suchdate and at such time, as shall be fixed from time to time by the Board of Directors anddesignated in the notice or waiver of notice of the meeting, if any.

Section 2.09 . Regular Meetings . Regular meetings of the Board of Directors may beheld without notice at such time and place as may be fixed from time to time by the Board.

-3-6674494.1

Section 2.10 . Special Meetings . Special meetings of the Board of Directors may becalled and held at any place and at any time by (i) the Chairman of the Board or the Presidentor (ii) by the Secretary or any director upon written demand of not less than two of thedirectors, pursuant to notice to, or waiver of notice signed by, all the directors.

Unless waived, notice of each special meeting, stating the time and place of themeeting, shall be given to each director by delivered letter, by telegram, telecopier or e-mail,by courier service or by personal communication over the telephone or otherwise, receivedby such director or delivered at such director's address in each such case not later than thesecond day prior to the meeting, or by letter mailed by first class mail not later than the fifthday prior to the meeting. Notice of a meeting need not specify the purpose of the meeting.

Section 2.11 . Committees . There shall be an Executive Committee consisting of theChair, the President and the Chairs of the Standing Committees of the Board of Directors.The Executive Committee shall act for the directors, without prior specific authorization,when the Board of Directors is not in session, (a) to take such actions as are necessary ordesirable to implement or effectuate decisions or policies which have been adopted by theBoard of Directors, or (b) to act for the directors in cases where emergency action is requiredand the Board of Directors cannot reasonably be convened in a timely manner, or (c) to actfor the directors as to any matter designated by the Board of Directors to be acted upon bythe Executive Committee. The Executive Committee shall report to the Board of Directorsas to any action by it on behalf of the directors at the next meeting of the Board of Directorssubsequent to such action. In no case shall the Executive Committee have any authority toundertake actions prohibited to it pursuant to the New York Not-or-Profit Corporation Law.

The Board of Directors, by resolution adopted by a majority of the entire Board, maydesignate such other committees, consisting of three or more directors, as the Board maydetermine from time to time to be appropriate: Members of any committee shall serve at thepleasure of the Board of Directors.

Meetings of each committee may be held upon call of the chairman of the committee,the President or any two members of the committee. A majority of the members of acommittee shall constitute a quorum for the transaction of business, and the vote of amajority of the members present at the time of the vote, if a quorum is present at such time,shall be the act of the committee. Unless waived, notice of the time and place of eachmeeting of a committee shall be given to each member thereof in the same manner as in thecase of special meetings of the Board of Directors.

Section 2.12 . Action without a Meeting. Any action required or permitted to be

taken at any meeting of the Board of Directors or of any committee thereof may be takenwithout a meeting if a written consent thereto setting forth the action so taken is signed by all

members of the Board or of such committee, as the case may be, and such written consentshall be filed with the minutes of the Board or of such committee.

Section 2.13 . Meeting by Use of Telecommunications . Any one or more of the

members of the Board of Directors or of any committee thereof may participate in any

meeting by means of conference telephone or similar communications equipment allowing

6674494 1

-4-

all persons participating in the meeting to hear each other at the same time, and participationin a meeting by such means shall constitute presence in person at such meeting.

Section 2.14 . Waiver of Notice of Meeting . Notice of a meeting of the Board ofDirectors or of a committee thereof need not be given to any director or member of acommittee who submits a signed waiver of notice of the meeting whether before or after themeeting, or who attends the meeting without protesting, prior thereto or at itscommencement, the lack of notice thereof to said director or committee member.

Section 2.15 . Advisory Directors . The Board of Directors may from time to timeappoint advisory directors, who shall be entitled to notice of and to attend meetings of theBoard, but shall not have the right to vote on any matter and shall not be counted as directorsfor purposes of determining whether a quorum of directors is present or for purposes ofwritten consents in lieu of meetings, and failure for any reasons to give an advisory directornotice of a meeting (or obtain his or her waiver thereof) shall have no effect on the validity orpropriety of such meeting or any action taken thereat. Each advisory director shall serve atthe pleasure of the Board and shall be entitled to such compensation, if any, as may be fixedfrom time to time by the Board.

Section 2.16 . Compensation . Directors may receive reasonable compensation forservices to the Corporation in their capacities as directors or otherwise, in such amounts asmay be fixed from time to time by the Board.

ARTICLE III

Officers

Section 3.01 . Appointment and Number. The officers of the Corporation shall beappointed by the Board of Directors. The officers shall be a Chairman of the Board, aPresident, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officersas the Board may from time to time determine. Any person may hold two or more offices atthe same time, except the offices of President and Secretary. The Chairman of the Boardmust be a director; any other officer may (but need not) be a director.

Section 3.02 . Appointed Term . Subject to removal, all officers shall be appointed tohold office until the next annual meeting of the Board of Directors following their electionand until their respective successors are elected and qualified.

Section 3.03 . Removal; Resignation . Any officer may be removed by the Board ofDirectors at any time with or without cause. Such removal shall be without prejudice to anysuch person's contract rights, if any, but the appointment of any person as an officer, agent oremployee of the Corporation shall not of itself create contract rights. Any officer may resign

from office at any time by delivering a written resignation to the Board. Such resignation

shall be effective upon receipt thereof by the Board or at such later date as may be specified

in the resignation. Acceptance of the resignation shall not be necessary to make the

resignation effective.

Section 3.04 . Vacancies . Any vacancy in any office, however ansing, shall be filled

-5-6674494.1

4 r

by the Board of Directors. In the case of a vacancy in the office of Secretary or Treasurer,the President may temporarily appoint a person who shall serve until such vacancy is filledby the Board of Directors.

Section 3.05 . Chairman of the Board: Powers and Duties . The Chairman of theBoard shall preside at all meetings of the Board and shall have such other powers andperform such other duties as the Board may from time to time prescribe.

Section 3.06 . President: Powers and Duties . The President shall be the chiefexecutive and administrative officer of the Corporation and shall generally supervise theaffairs of the Corporation. Subject to any resolution adopted pursuant to Section 5.04 ofthese by-laws, the President shall have the authority (1) to sign checks, drafts (or other ordersfor the payment of money), acceptances and notes (or the evidences of indebtedness) and (2)to execute and deliver contracts, conveyances or other instruments. The President shall haveauthority and responsibility for marshalling, preserving, selling, lending, turning to accountand distributing any and all works of art and other property owned by the Corporation. ThePresident may delegate duties and authorities to other persons from time to time on suchterms as he may deeni appropriate, subject to veto by the Board. The President shall alsohave such other powers and perform such other duties as the Board may from time to timeprescribe, including without limitation any powers and duties set forth in any employmentagreement between the President and the Corporation which is approved by the Board.

Section 3.07 . Vice President: Powers and Duties . Each Vice President shall havesuch powers and perform such duties as the Board may from time to time prescribe. In theabsence or inability to act of the President, unless the Board shall otherwise provide, the VicePresident who has served for the longest time, and who shall be present and able to act, shallperform all the duties and may exercise any of the powers of the President, subject to thecontrol of the Board of Directors. The performance of any such duty by a Vice Presidentshall be conclusive evidence of his power to act.

Section 3.08 . Secretary: Powers and Duties . The Secretary shall keep the minutesof all meetings of the Board in books to be kept for that purpose; serve or cause to be servedall notices of the Corporation; have custody of the seal of the Corporation; affix the said sealto documents duly authorized by the Board; and perform all duties incident to the office ofSecretary and such other duties as may from time to time be assigned to him or her by theBoard.

Section 3.09 . Treasurer: Powers and Duties . The Treasurer shall keep or cause tobe kept complete and accurate accounts of receipts and disbursements of the Corporation,and shall deposit all moneys and other valuable effects of the Corporation in the name and to

the credit of the Corporation in such banks or depositories as the Board may designate.Whenever required by the Board, the Treasurer shall at all reasonable times exhibit the books

and accounts to any officer or director of the Corporation, and shall perform all dutiesincident to the office of Treasurer, and such other duties as shall from time to time be

assigned to him or her by the Board. Annually, at a meeting of the Board, the Treasurer shallpresent a verified or certified copy of the most recent annual reports filed by the Corporationwith the Internal Revenue Service and the Attorney General of the State of New York. The

6674494 1

-6-

Treasurer shall, if required by the Board, give such security for the faithful performance ofhis or her duties as the Board may require.

ARTICLE IV

Advisors

The Board may appoint from time to time any number of persons as advisors of theCorporation to act either singly or as a committee or committees. Each advisor shall holdoffice during the pleasure of the Board, and shall have only such authority or obligations asthe Board may from time to time determine.

ARTICLE V

Miscellaneous

Section 5 .01 . Seal . The corporate seal of the Corporation shall have inscribedthereon the name of the Corporation , the year of its incorporation and the words "NewYork."

Section 5.02 . Fiscal Year . The fiscal year of the Corporation shall end on April 30.

Section 5.03 . Books and Records . The Corporation shall keep correct and completebooks and records of account and shall keep minutes of the proceedings of its Board ofDirectors and Executive Committee and other committees, if any. The Corporation shallkeep such other books and records as may be required under applicable laws and as may beconsidered necessary or appropriate by the Board of Directors or the officers of theCorporation.

Section 5.04 . Checks, Notes, Contracts, Etc. The Board of Directors is authorized toselect such depositories as it shall deem proper for the funds of the Corporation and shalldetermine who shall be authorized in the Corporation's behalf to sign bills, notes receipts,acceptances, endorsements, checks, releases, contracts and documents.

Section 5.05 . Investments . The funds of the Corporation may be retained in wholeor in part in cash or be invested and reinvested from time to time in such property, real,personal or otherwise, or stocks, bonds or other securities, as the Board of Directors or anycommittee formed or designated by the Board to perform such function, or in the absence ofaction by the Board or such committee, as the President, in its or his discretion may deemdesirable consistent with the purposes of the Corporation as set forth in the Certificate ofIncorporation and with the requirements of applicable law.

Section 5.06 . Amendment of By-Laws . These by-laws may be amended or repealed,and new by-laws may be adopted, by the Board of Directors except that those provisions ofSections 2.03, 2.04(a), and 2.06 pertaining to John Warhola and the Warhola Designee shallbe amended with the consent of John Warhola or, following his ceasing to be a director, theWarhola Designee, if any.

66744941

-7-

Section 5.07 . Definitions . Unless otherwise defined herein, the words, terms and

phrases used herein shall be deemed to have the meaning, if any, ascribed thereto in the Not-

for-Profit Corporation Law.

-S-6674494 1

THE ANDY WARHOL FOUNDATION FOR THE VISUAL ARTS, INC. PART I

LINE 6a

FORM 990-PF

APRIL 30, 2011

EIN: 13-3410749

Schedule of Gain or (Loss) from Sale of Assets

Gain on the sale of investments

Gain on the sale of corporate bonds 110,288

Gain on the sale of U.S. Government pools and pass-throughs 38,727

Gain on the sale of U.S. Government bonds and notes 624,431

Gain on sale of exchange traded funds 330,925

(Loss) on the sale of mutual funds, limited equity partnerships & like investments, and alternative investments (7,092,714)

Sub-total (5,988,343)

Gain on the sale of artwork 3,399,252

Less: Commissions on the sale of artwork (333,436)

Sub-total 3,065,816

Total (2,922,527)

THE ANDY WARHOL FOUNDATION FOR THE VISUAL 13-3410749FORM 990-PF - PART IV

CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME

Kind of Propertyparty Description Date soldacquired

Gross sale Depreciation Cost or FMV Add basis Excess of Gainprice less allowed / other as of as of FMV over or

ex enses of sale allowable hasis 12/141 /fig ad basis floss )

SEE PART IV SCHEDULE

100849728. 106838/071. -5988343.

THROUGH PARTNERSHIPS

1,169,114.

SALE OF ARTWORK

3,125,464. 24,000. 3,101,464.

TOTAL GAIN(LOSS) ..... ........................................ -1717765.

JJAOE 1730 1 000

8BC04N M261

THE ANDY WARHOL FOUNDATION FOR THE VISUAL ARTS, INC.

FORM 990-PF

APRIL 30, 2011

EIN: 13-3410749

Net Gain or ( Loss ) on Investments

Corporate bonds (publicly traded)

U S Government pools and pass-throughs (publicly traded)U S Government bonds and notes (publicly traded)Mutual funds (publicly traded)

Exchange traded funds (publicly traded)

Silchester International Investors Value Equity Trust

Value Partners Ltd

Arden Endowment Advisors Ltd

Baupost Value Partners, L P - IV

Summit Rock Hedged Equity Portfolio

Summit Rock Private Equity Portfolio

Money Market Funds

Total

• S

PART IV

SCHEDULE

Proceeds Cost Gain (loss)

3,860,520 3,750,232 110,288

22,492,229 22,453,502 38,727

20,784,310 20,159,879 624,431

16,115,970 23,197,163 (7,081,193)

3,623,846 3,292,921 330,925

10,376,411 11,180,418 (804,007)

6,745 6,745 -

738,674 - 738,674

1,422,000 1,422,000 -

3,230,000 3,230,000 -473,835 420,023 53,812

17,725,188 17,725,188 -

100,849,728 106,838,071 (5,988,343)

Form 8868(Rev January 2011)

Department of the TreasuryInternal Revenue Service

Application for Extension of Time To File anExempt Organization Return

► File a separate application for each return.

OMB No 1545-1709

• If you are filing for an Automatic 3-Month Extension , complete only Part I and check this box ►• If you are filing for an Additional ( Not Automatic ) 3-Month Extension , complete only Part II (on page 2 of this form)

Do not complete Part II unless you have already been granted an automatic 3-month extension on a previously filed Form 8868.

Electronic filing (6-file). You can electronically file Form 8868 if you need a 3-month automatic extension of time to file (6 months fora corporation required to file Form 990-T), or an additional (not automatic) 3-month extension of time You can electronically file Form8868 to request an extension of time to file any of the forms listed in Part I or Part II with the exception of Form 8870, InformationReturn for Transfers Associated With Certain Personal Benefit Contracts, which must be sent to the IRS in paper format (seeinstructions) For more details on the electronic filing of this form, visit www irs gov/efile and click on a-file for Charities & Nonprofits

Automatic 3-Month Extension of Time. Only submit original (no copies needed)A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and completePart Ionly qAll other corporations (including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of timeto file income tax returns

Type or Name of exempt organization THE ANDY WARHOL FOUNDATION FOR THE VI Employer Identification number

print ARTS, INC. 13-3410749

File by the Number, street, and room or suite no if a P.O box, see instructions

due date for 65 BLEECKER STREETr tur yourreturn See City, town or post office, state, and ZIP code For a foreign address, see instructions

instructions NEW YORK, NY 10012

Enter the Return code for the return that this application is for (file a separate application for each return) . , , , , , , , , , 0 4

Application

Is For

Return

Code

Application

Is For

Return

Code

Form 990 01 Form 990-T (corporation ) 07Form 990-BL 02 Form 1041-A 08Form 990-EZ 03 Form 4720 09Form 990-PF 04 Form 5227 10Form 990-T ( sec 401 a or 408 (a ) trust) 05 Form 6069 11Form 990-T (trust other than above) 06 Form 8870 12

• The books are in the care of ► THE FOUNDATION

Telephone No ► 212 387-7555 FAX No ►• If the organization does not have an office or place of business in the United States , check this box , , , , , , , , , , , , , , , ► q

• If this is for a Group Return , enter the organization ' s four digit Group Exemption Number (GEN) If this isfor the whole group , check this box , , , , , , ► q If it is for part of the group , check this box, , , , , , , ► and attacha list with the names and EINs of all members the extension is for.I I request an automatic 3-month (6 months for a corporation required to file Form 990-T) extension of time

until 12/15 , 20 11 , to file the exempt organization return for the organization named above The extension isfor the organization ' s return for► calendar year 20 or► X tax year beginning 05/01 , 20 10 , and ending 04/30 , 20 11

2 If the tax year entered in line 1 is for less than 12 months, check reason. q Initial return q Final return

q Change in accounting period

3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less anynonrefundable credits See instructions.

b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits andestimated tax payments made Include any prior year overpayment allowed as a credit

c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, if required, by using EFTPS(Electronic Federal Tax Payment System) See instructions

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 887 -EO forpayment instructionsFor Paperwork Reduction Act Notice , see Instructions . Form 8868 (Rev 1-2011)

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Form 8868 ( Rev 1-2011) Page

• If you are filing for an Additional ( Not Automatic ) 3-Month Extension , complete only Part II and check this box . . . . . . . . ►Note . Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868

• If you are filin g for an Automatic 3-Month Extension , com p lete only Part I (on page 1 )Additional (Not Automatic) 3-Month Extension of Time. Only file the original (no copies needed).

Type or Name of exempt organization THE ANDY WARHOL FOUNDATION FOR Employer identification number

print ARTS, INC. 13-3410749

File by the Number, street, and room or suite no if a P 0 box, see instructionsextendeddue date for 65 BLEECKER STREETfiling your City, town or post office, state, and ZIP code. For a foreign address, see instructionsreturn Seeinstructions NEW YORK, NY 10012

Enter the Return code for the return that this application is for (file a separate application for each return) , , , , , , , , , , 0 4

Application

Is For

Return

Code

Application

Is For

Return

Code

Form 990 01 :

Form 990-BL 02 Form 1041-A 08

Form 990-EZ 03 Form 4720 - 09

Form 990-PF 04 Form 5227 10

Form 990-T (sec 401 a or 408 (a) trust) 05 Form 6069 11

Form 990-T (trust other than above) 06 Form 8870 12STOPI Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868.

• The books are in the care of ► THE FOUNDATION

Telephone No. ► 212 387-7555 FAX No. ►• If the organization does not have an office or place of business in the United States , check this box , , , , , , , , , , , , , , , ► q

• If this is for a Group Return , enter the organization ' s four digit Group Exemption Number (GEN) If this isfor the whole group , check this box , , , , , , ► q If it is for part of the group , check this box , , , , , , , ► Li and attach a

list with the names and EINs of all members the extension is for4 I request an additional 3- month extension of time until 03/15 , 20 12

5 For calendar year , or other tax year beginning 0 5/ 0 20 10 , and endin 0 4 / 3 0 , 20 11

6 If the tax year entered in line 5 is for less than 12 months , check reason . Initial return Final return

q Change in accounting period7 State in detail why you need the extension ALL THE INFORMATION NECESSARY TO COMPLETE THE

RETURN IS NOT AND WILL NOT BE AVAILABLE BY THE DUE DATE. THEREFORE WE

RESPECTFULLY REQUEST ADDITIONAL TIME TO COMPLETE THE RETURN.

8a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any

nonrefundable credits. See instructions.b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and

estimated tax payments made Include any prior year overpayment allowed as a credit and any

amount paid previously with Form 8868c Balance Due. Subtract line 8b from line 8a Include your payment with this form, if required, by using EFTPS

(Electronic Federal Tax Payment System) See Instructions

Signature and VerificationUnder penalties of perjury , I declare that I have examined this form , including accompanying schedules and statements , and to the best of my knowledge and belief,

it is true , correct, and complete, and that I am authorized to prepare this form

ACC" MTS AUTHORIZED TO SIGN RETURNSSignature ► Title ► Date ► DEC 1 2 2011

Form 8868 (Rev 1-2011)

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