G Check all that apply Initial return Initial Return of a former public charity D 1 Foreign organizations. 5:-, "a^k s' ;' rfr'^ r-,, t.

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1 Form '990 -P F Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation Department of the Treasury Do not enter Social Security numbers on this form as it may be made public. nternal Revenue Service nformation about Form PF and its separate instructions is at www. irs.gov/form990pf. OMB No For calendar year 2013 or tax year beginning Jun and ending Ma y Name of foundation A Employer identification number JACK KENT COOKE FOUNDATON Number and street ( or P 0 box number if mail is not delivered to street address ) Room /suite B Telephone number (see the instructions) WOODRDGE PARKWAY (703) City or town state or province country and ZP or foreign postal code LANSDO WNE VA C f exemption application is pending check here G Check all that apply nitial return nitial Return of a former public charity D 1 Foreign organizations. q check here.. Final return Amended return Address change Name change 2 Foreign organizations meeting the 85% test check q h ere an d a tt ach compu tation. H Check type of organization X Section 501 ( c)(3) exempt private foundation F1 Section 4947( a)(1) nonexempt charitable trust Other taxable private foundation E f private foundation status was terminated q Fair market ' value of all assets at end of year J Accounting method ' Cash }{ Accrual under section 507(b)( 1)(A) check here.... (from Part 11 column (c) line 16) [] Other (specify ) F f the foundation is n a 60 -month termination 111- $ S40 (Part1 column (d) must be on cash basis.) under section 507(b)(1)(B) check here.... Pa rt A na l ysis of avenue an d ( a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursements Expenses (The total of amounts in expenses per books income income for charitable columns (b) (c) and (d) may not neces - purposes sanly equal the amounts in column (a) (cash basis only) (see instructions)) 1 Contributions gifts grants etc received ( att sch ) " `Y= ; T^ r = ^ - 2 Ck q if the foundn is not req to aft Sch B `y' il= t"s iti ' s 3 ntereston savings and temporary cash investments Dividends and interest from securities a Gross rents b Net rental income 0 s " - or (loss ) 5:- "a^k s' ;' rfr'^ r- t.w { ; t o.' Fcl 'i ^. t r{: +^x R a Ne writ(loss ) from sale of assets not on line E b Gr 8aies r all a } s!' r'>!. J^"'.- a s O ne sa '+S t?p * ;a.^.`.t^r' -. -u.< Rw ^ '* V s o ^t? ti f^l^ r^;a'. t? E 47i ^aortal a n AMP or^^a 9v e 2) E `^+?!' 3'_ T N Net shorttermcap^rtalgaln... a A:._' ^^` rrx. ^ ^s.^"^^-y. J^{ ' - U "K9l ncome oodlflcabon V. E (.:1Ffci ^`c;. ±t+r:o^: 41 1 O.a Gross sales les? {^ (/^ + s st 'e rsmr tr y^pr.7.;4 : return and -T}' X^`^*{-'-w ^`'^*" `" w ^' ' r - ^e- ` F rte Y i loa y w n `; '?s ^r... f'^r s^. s..c '. t' Yr sx v _..is'` t _.e`+ t '^ F^-->y.7fc:` `f;r^_:re s - bbs9 ^COSt -01 ^ p _ r 5 d 'y' }t ^? t s^;ys... 1^. ^'v $N A?tR 'T "y u1-b oodsso ^. (d'^^ ^ ^ysfx.-x;iy_;'^; k c Gross profitl (loss) ( att'sch ) ' 11 Oth er mcome(attack -^sicfie d u le ).. '` ; T ': `' : ' 7 See Stmt Total. Add lines 1 through ' - 13 Compensation of officers directors trustees etc Other employee salaries and wages Pension plans employee benefits A 16a Legal fees ( attach schedule )... STMT M b Accounting fees (attach sch)... STMT c Other prof fees ( attach sch ).. STMT N nterest E T 18 Taxes ( attach sdiedule )( see instrs )... STMT A A 19 Depreciation ( attach T T sch) and depletion..... STMT v 20 Occupancy G N.zl E 21 Travel conferences and meetings A E 22 Printing and publications C D P 23 Other expenses ( attach schedule) N STMT E 24 Total operating and administrative s expenses. Add lines 13through Contributions gifts grants paid Total expenses and disbursements. Add lines 24 and Subtract line 26 from line 12: a Excess of revenue over expenses _ and disbursements b Net nvestment income ( it negative enter -0-) C Adjusted net income ( it negative enter -0-). BAA For Paperwork Reduction Act Notice see instructions. TEEA /18/13 Form 990-PF (2013) 5 9 L4 ' q f

2 Form PF (2013 ) JACK KENT CnnKF. FOUNDATON Page 2 Attached schedules and amounts in the description Beginning of year End of year P art B alance Sh eets co l umn s hould be for end-of - year amounts on ly (See instructions ) ( a) Book Value (b) Book Value ( c) Fair Market Value S E T S 1 Cash - non-interest - bearing Savings and temporary cash investments Accounts receivable Less: allowance for doubtful accounts Pledges receivable Less : allowance for doubtful accounts Grants receivable Receivables due from officers directors trustees and other disqualified persons ( attach schedule ) ( see instructions ) Other notes and loans receivable ( attach sch) Less allowance for doubtful accounts nventories for sale or use Prepaid expenses and deferred charges a nvestments - U.S. and state government obligations (attach schedule ) STMT- 1p b nvestments - corporate stock (attach schedule ). STMT c nvestments - corporate bonds (attach schedule ). STMT nvestments - land buildings and equipment - basis Less. accumulated depreciation (attach schedule ) nvestments - mortgage loans nvestments - other ( attach schedule ). STMT Land buildings and equipment basis ' Less accumulated depreciation (attach schedule )...ST.M.T Other assets (describe ' STMT 14 ) Total assets (to be completed by a filers - see the instructions. Also see page 1 item ) L 17 Accounts payable and accrued expenses Grants payable B 19 Deferred revenue Loans from officers directors trustees & other disqualified persons Mortgages and other notes payable (attach schedule ).... STMT T 22 Other liabilities ( describe ' STMT 16 ) ' ES 23 Total liabilities ( add lines 17 through 22) ;: -- ' _ Foundations that follow SFAS 117 check here... X - _ and complete lines 24 through 26 and lines 30 and 31. N F 24 Unrestricted Temporarily restricted T N r- - '. D 26 Permanently restricted ` Foundations that do not follow SFAS 117 check here - ' : - S B and complete lines 27 through 31. S A E L 27 Capital stock trust principal or current funds.. T A S N 28 Paid-in or capital surplus or land building and equipment fund OE C 29 Retained earnings accumulated income endowment or other funds.. R S 30 Total net assets or fund balances ( see instructions ) Total liabilities and net assets/fund balances (see instructions ) Part ll Analysis of Changes in Net ASSetS or -una balances 1 Total net assets or fund balances at beginning of year - Part column ( a) line 30 (must agree with end-of - year figure reported on prior year ' s return ) Enter amount from Part line 27a Other increases not included in line 2 (itemize )....' STMT Add lines 1 2and Decreases not included in line 2 ( itemize) Total net assets or fund balances at end of year (line 4 minus line 5) - Part column (b) line BAA TEEA /09/13 Form PF (2013)

3 Form PF (2013 ) JACK KENT COOKE FOUNDATON Page3 Rai iv:. Capital Gains and Losses for Tax on nvestment ncome (a) List and describe the kind(s) of property sold (e g. real estate How acquired C Date acquired Date sold 2-story brick warehouse P - chase ( month or common stock 200 shares MLC Company ) day year) (month day year) 1a SEE PART V SCHEDULE - STMT 18 b c of e (e) Gross sales price ( f) Depreciation allowed (or allowable) ( g) Cost or other basis plus expense of sale D - Donation (h) Gain or (loss) (e) plus ( f) minus (g) a b c d e Complete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 (1) Gains (Column (h) () Fair Market Value Q ) Adjusted basis ( k) Excess of column ( 1) gain minus column ( k) but not less as of 12/31/69 as of 12 /31/69 over column 0 ) if any than -0-) or Losses ( from column (h)) a b c d e 2 Capital gain net income or ( net capital loss ). 3 Net short -term capital gain or (loss) as defined in sections 1222 ( 5) and (6)' f gain also enter in Part line 7 " f (loss) enter - 0- n Part line f gain also enter in Part line 8 column ( c) (see instructions ). f (loss) enter -0- in Part line a Qualification Under Section 4940 ( e) for Reduced Tax on Net nvestment ncome (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income ) f 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? DYes FX No f 'Yes' the foundation does not qualify under section 4940 ( e). Do not complete this part. 1 Enter the appropriate amount in each column for each year ; see the instructions before making any entries. Base pehdd years Calendar year ( or tax year beginning in ) Adj usted qualifyng distributions Net value of noncharltable-use assets Distribution ratio ( column ( b) divided by column (c)) Total of line 1 column (d) 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 Enter the net value of nonchantable-use assets for 2013 from Part X line Multiply line 4 by line Enter 1 % of net investment income ( 1 % of Part line 27b ) Addlines5and Enter qualifying distributions from Part X line f line 8 is equal to or greater than line 7 check the box in Part V line 1 b and complete that part using a 1 % tax rate See the Part V instructions. BAA Form 990-PF (2013) TEEA /09/13

4 Form PF(2013 ) JACK KENT COOKE FOUNDATON Page4 Part V Excise Tax Based on nvestment ncome ( Section 4940 (a) 4940 ( b) 4940 (e) or see instructions) 1 a Exempt operating foundations described in section 4940 ( d)(2) check here.... ' and enter 'N/A' on line 1 Date of ruling or determination letter ( attach copy of letter if necessary - see instrs) b Domestic foundations that meet the section 4940 ( e) requirements in Part V check here. ' Dand enter 1% of Part line 27b c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part line 12 column (b) Tax under section 511 (domestic section 4947( a)(1) trusts and taxable foundations only. Others enter - 0-) Add lines 1 and Subtitle A ( income ) tax (domestic section 4947 ( a)(1) trusts and taxable foundations only Others enter - 0-) Tax based on investment income. Subtract line 4 from line 3 f zero or less enter Credits /Payments: a 2013 estimated tax pmts and 2012 overpayment credited to a b Exempt foreign organizations - tax withheld at source b - c Tax paid with application for extension of time to file ( Form 8868 ) c d Backup withholding erroneously withheld d Total credits and payments Add lines 6a through 6d Enter any penalty for underpayment of estimated tax Check here E if Form 2220 is attached Tax due. f the total of lines 5 and 8 is more than line 7 enter amount owed Overpayment f line 7 is more than the total of lines 5 and 8 enter the amount overpaid ' Enter the amount of line 10 to be- Credited to 2014 estimated tax.. ' Refunded... ' 11 ar;t Vl1A1 Statements Regarding Activities 1 a During the tax year did the foundation attempt to influence any national Yes No state or local legislation or did it participate or intervene in any political campaign? a X b Did it spend more than $100 during the year ( either directly or indirectly ) for political purposes (see the instructions for definition )? b X f 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. -: : c Did the foundation file Form POL for this year? c X d Enter the amount ( if any) of tax on political expenditures ( section 4955 ) imposed during the year ( 1 ) On the foundation... ' $ (2) On foundation manag ers.... ' 1 '{t M1 ^ L e Enter the reimbursement ( if any) p aid by the foundation durin g the y ear for political expenditure tax imposed on foundation managers.... ' $ :' 2 Has the foundation engaged in any activities that have not previously been reported to the RS? x f 'Yes ' attach a detailed description of the activities. 3 Has the foundation made any changes not previously reported to the RS in its governing instrument articles of incorporation or bylaws or other similar instruments? f 'Yes' attach a conformed copy of the changes X 4 a Did the foundation have unrelated business gross income of $1000 or more during the year? a X b f 'Yes' has it filed a tax return on Form 990 -T for this year? b X 5 Was there a liquidation termination dissolution or substantial contraction during the year? X f 'Yes ' attach the statement required by General nstruction T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945 ) satisfied either. By language in the governing instrument or By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict -^- - with the state law remain in the governing instrument? ^ 6 X 7 Did the foundation have at least $5000 in assets at any time during the year? f ' Yes' complete Pail column (c) and Part XV x 8 a Enter the states to which the foundation reports or with which it is registered ( see instructions ) See States Registered n b f 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 nstruction G7 f'no' attach explanation b x 9 s the foundation claiming status as a private operating foundation within the meaning of section 4942 (1)(3) or 4942 (1)(5) --- for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XV )? f 'Yes' complete Part XV.. 9 x 10 Did any persons become substantial contributors during the tax year? f 'Yes' attach a schedule listing their names and addresses. 10 x BAA Form 990-PF (2013) d TEEA /10/13

5 Form PF (2013 ) JACK KENT COO KE FOUNDATON Pag e 5 Part V-A Statements Regarding Activities (continued) 11 At any time during the year did the foundation directly or indirectly own a controlled entity within the meaning of section 512 ( b)(13)? f 'Yes' attach schedule (see instructions )..... STMT X 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? f 'Yes' attach statement ( see instructions) X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? X Website address ' www. ' kcf or 14 The books are in care of ' Marianne Stanley CFO Telephone no. ' ( 703) Locatedat ' Woodridge Parkway Lansdowne VA _ ZP Section 4947 ( a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form Check here. ' and enter the amount of tax - exempt interest received or accrued during the year '. 15 Yes No 16 At any time during calendar year 2013 did the foundation have an interest in or a signature or other authority over a bank securities or other financial account in a foreign country? X See the instructions for exceptions and filing requirements for Form TD F f 'Yes' enter the name of the foreign country Pa-; N1=B Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the 'Yes ' column unless an exception applies. Yes No 1 a During the year did the foundation ( either directly or indirectly): (1) Engage in the sale or exchange or leasing of property with a disqualified person? [Yes No a ; - (2) Borrow money from lend money to or otherwise extend credit to (or accept it from) a - disqualified person? Yes (3) Furnish goods services or facilities to (or accept them from) a disqualified person? Yes X No (4) Pay compensation to or pay or reimburse the expenses of a disqualified person? X Yes H No - (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person )' [ Yes NX No (6) Agree to pay money or property to a government official'? ( Exception. Check 'No' if the foundation agreed to make a grant to or to employ the official for a period after termination of government service if terminating within 90 days ) [ Yes No b f any answer is 'Yes ' to 1 a(1 )-( 6) did any of the acts fail to qualify under the exceptions described in -- Regulations section (d)-3 or in a current notice regarding disaster assistance (see instructions )'? b X Organizations relying on a current notice regarding disaster assistance check here ' [ A: c Did the foundation engage in a prior year in any of the acts described in 1 a other than excepted acts -- - that were not corrected before the first day of the tax year beginning in 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 )(3) or 4942 (j )(5)) a At the end of tax year 2013 did the foundation have any undistributed income (lines 6d and 6e Part X ) for tax year ( s) beginning before 2013? [ Yes No f 'Yes' list the years b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942 ( a)(2) (relating to incorrect valuation of assets ) to the year's undistributed income? ( f applying section 4942 ( a)(2) to all years listed answer 'No' and attach statement - see instructions ) b c f the provisions of section 4942 ( a)(2) are being applied to any of the years listed in 2a list the years here - { a Did the foundation hold more than a 2% direct or indirect interest in any business ' en terp ri se a t any time dur ing th e year? Yes [ No - b f 'Yes' did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation or disqualified persons after May (2 ) the lapse of the 5-year period ( or longer period approved by the Commissioner under section 4943 ( c)(7)) to dispose of holdings acquired by gift or bequest or (3) the lapse of the or 20-year first phase holding period '? (Use Schedule C Form 4720 to determine if the foundation had excess business holdings in 2013.) b X 4 a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? a X b Did the foundation make any investment in a prior year (but after December ) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013? b X BAA Form PF (2013) - TE EA /07/12

6 Form PF (2013 ) JACK KENT C OOKE FOUNDATON Page 6 Part Vl B 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 (1) Carry on propaganda or otherwise attempt to influence legislation (section 4945 (e)) [ Yes No (2) nfluence the outcome of any specific public election ( see section 4955); or to carry on directly or indirectly any voter registration drive Yes X No (3) Provide a grant to an individual for travel study or other similar purposes? xx Yes No (4) Provide a grant to an organization other than a charitable etc organization described in section 509 ( a )( 1 ) ( 2 ) or ( 3 ) or sec t ion 4940 ( d )( 2 ) 7 (see i ns tructions ) [ Yes No (5) Provide for any purpose other than religious charitable scientific literary or ed uca t iona l purposes or f or th e preven t ion o f crue lt y to c h i ld ren or a nim a l s? [ Y es No b f any answer s 'Yes ' to 5a()-(5 ) did any of the transactions fall to qualify under the exceptions described in Regulations section or in a current notice regarding disaster assistance ^ (see instructions)? b X Organizations relying on a current notice regarding disaster assistance check here c f the answer is 'Yes' to question 5a(4) does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? [ Yes [ No _ f 'Yes ' attach the statement required by Regulations section (d). 6 a Did the foundation during the year receive any funds directly or indirectly to pay premiums on a personal benefit contract? [Yes No ^;t5 atf. b Did the foundation during the year pay premiums directly or indirectly on a personal benefit contract? b X U 'Yes ' to 6b file Form k>' ;' ^+ 7a At any time during the tax year was the foundation a party to a prohibited tax shelter transaction '.... [Yes No b f 'Yes ' did the foundation receive any proceeds or have any net income attributable to the transaction? b `Part l nformation About Officers Directors Trustees Foundation Managers Highly Paid Employees and Contractors 1 List all officers. directors. trustees. foundation manaaers and their compensation ( see instructions). See - STMT (a) Name and address (b) Title and average hours per week devoted to position (c)compensation ( f not paid enter -0-) (d)contributions to employee benefit plans and deferred compensation (e) Expense account other allowances Compensation of five highest-paid employees (other than those included on line 1 - see instructions). f none enter'none.' (a) Name and address of each employee paid more than $50000 See STMT (b)title and average hours per week devoted to position (c) Compensation (d)contributions to employee benefit plans and deferred compensation (e) Expense account other allowances Total number of other employees paid over $ DMM tta0306 oi r-orm `J `Ju- r r tn )

7 Form 990-PF (2013) JACK KENT COOKE FOUNDATON Page 7 ;Part_xV^lll >^ nformation About Officers Directors Trustees Foundation Managers Highly Paid Employees and Contractors (continued) 3 Five highest - paid independent contractors for professional services ( see instructions). f none enter 'NONE.' (a) Name and address of each person paid more than $50000 ( b) Type of service ( c) Compensation James G Davis Construction Corporation General Contractor Parklawn Drive Rockville MD The Rock Creek Grou2 nvestment Advising 1133 Connecticut Ave Suite Washinton DC DAJX T Conoulting nformation Technology P Box Ashburn VA Windhaven nvestment Management nvestment Mgmt Main Street San Francisco CA Capital _Guardian Trust_ Companx nvestment Mgmt 333 South Hope Street 55th Floor Los An g eles CA Total number of others receiving over $ for professional services P"rt X^r Summary of Direct Charitable Activities List the foundation's four largest direct chartable activities during the tax year nclude relevant statistical information such as the number of organizations and other beneficiaries served conferences convened research papers produced etc Expenses 1 See-STMT a ^XrB Summary of Program-Related nvestments (see instructions) Describe the two largest program - related investments made by the foundation during the tax year on lines 1 and 2 Amount 1 None All other program- related investments. See instructions 3 None Total. Add lines 1 through BAA Form 990-PF (2013) TEEA /10113

8 Form PF (2013 ) JACK KENT COOKE FOUNDATON Page 8 Part X Minimum nvestment Return (All domestic foundations must complete this part. Foreign foundations see instructions.) 1 Fair market value of assets not used ( or held for use) directly in carrying out charitable etc purposes a Average monthly fair market value of securities a b Average of monthly cash balances b 6 153S13 c Fair market value of all other assets ( see instructions ) c d Total (add lines 1 a b and c ) d e Reduction claimed for blockage or other factors reported on lines 1 a and 1 c (attach detailed explanation) e 2 Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line 1d Cash deemed held for charitable activities. Enter 1-1/2% of line 3 (for greater amount see instructions ) Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V line Minimum investment return. Enter 5% of line Part.Xl.; Distributable Amount (see instructions ) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here and do not complete this part.) 1 Minimum investment return from Part X line a Tax on investment income for 2013 from Part V line a b ncome tax for 2013 (This does not include the tax from Part V.) b c Add lines 2a and 2b c Distributable amount before adjustments. Subtract line 2c from line Recoveries of amounts treated as qualifying distributions S Add lines 3 and Deduction from distributable amount ( see instructions ) Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part X111 line Part*X :; Qualifying Distributions ( see instructions) 1 Amounts paid (including administrative expenses ) to accomplish charitable etc purposes - a Expenses contributions gifts etc - total from Part column (d) line ^1 a b Program - related investments - total from Part X-B b 2 Amounts paid to acquire assets used ( or held for use) directly in carrying out charitable etc purposes Amounts set aside for specific charitable projects that satisfy the. a Suitability test ( prior RS approval required) a- b Cash distribution test ( attach the required schedule ) b 4 Qualifying distributions. Add lines 1 a through 3b Enter here and on Part V line 8 and Part X line Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1 % of Part line 27b ( see instructions ) Adjusted qualifying distributions. Subtract line 5 from line Note. The amount on line 6 will be used in Part V column (b) in subsequent years when calculating whether the fo undati on qualifies for the section 4940(e) reduction of tax in those years BAA Form 990-PF (2013) TEEA /10/13

9 For 990-PF (2013) JACK KENT COOKE FOUNDATON Page 9 Part X Undistributed ncome (see instructions) ( a ) Corpus Years p rior (b) to (c) 2013 (d) 1 Distributable amount for 2013 from Part X line Undistributed income if any as of the end of 2013 a Enter amount for 2012 only b Total for prior years 20 _ Excess distributions carryover if any to 2013 a From to From c From d From e From f Total of lines 3a through e Qualifying distributions for 2013 from Part X line 4 : $ a Applied to 2012 but not more than line 2a.. b Applied to undistributed income of prior years (Election required - see instructions)..... c Treated as distributions out of corpus (Election required - see instructions)..... d Applied to 2013 distributable amount..... e Remaining amount distributed out of corpus 5 Excess distributions carryover applied to (f an amount appears in column (d) the same amount must be shown in column (a) ) O 1.R33.^' X13 1^ 't uz": r rt 4!n^^. 4F^ ^ Enter the net total of each column as indicated below: a Corpus Add lines 3f 4c and 4e Subtract line b Prior years' undistributed income. Subtract line 4b from line 2b 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.. d Subtract line 6c from line 6b. Taxable amount - see instructions e Undistributed income for Subtract line 4a from line 2a Taxable amount - see instructions f Undistributed income for 2013 Subtract lines 4d and 5 from line 1. This amount must be distributed in Amounts treated as distributions out of corpus to satisfy requirements im osed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) el-}tierr 0 'r + t cl ^?+`..^` e i'^r^ _ Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions)... 9 Excess distributions carryover to Subtract lines 7 and 8 from line 6a Analysis of line 9 BAA a Excess from b Excess from c Excess from d Excess from e Excess from (l Form 990-PF (2013) TEEA /10/13

10 Form 990-PF (2013) JACK KENT CO OKE FOUNDATON Page 10 Part XY- Private Operating Foundations (see instructions and Part V-A question 9) N/A 1 a f the foundation has received a ruling or determination letter that it is a private operating foundation and the ruling is effective for 2013 enter the date of the ruling b Check box to indicate whether the foundation is a private operating foundation described in section fl 4942(1)(3) or 49420)(5) 2 a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part or the minimum investment return from Part X for (a) 2013 (b) 2012 (c) 2011 (d) 2010 (e) Total each year listed b 85% of line 2a c Qualifying distributions from Part X line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities... e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c Complete 3a b or c for the alternative test relied upon: a 'Assets' alternative test - enter (1) Value of all assets (2) Value of assets qualifying under section 49420)(3)(B)(i) b 'Endowment ' alternative test - enter 2/3 of minimum investment return shown in Part X line 6 for each year listed c 'Support' alternative test - enter (1) Total support other than gross investment income (interest dividends rents payments on securities loans (section 512(a)(5)) or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942()(3)(B)(ni) (3) Largest amount of support from an exempt organization (4) Gross investment income MPMNON Supplementary nformation ( Complete this part only if the foundation had $5 000 or more in assets at any time during the year - see instructions.) 1 nformation Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5000). (See section 507(d)(2) N/A b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. N/A 2 nformation Regarding Contribution Grant Gift Loan Scholarship etc Programs: Check here " F1 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. f the foundation makes gifts grants etc (see instructions) to individuals or organizations under other conditions complete items 2a b c and d a The name address and telephone number or of the person to whom applications should be addressed. STMT 21 b The form in which applications should be submitted and information and materials they should include STMT 21 c Any submission deadlines: STMT 21 d Any restrictions or limitations on awards such as by geographical areas charitable fields kinds of institutions or other factors STMT 21 BAA TEEA /13 Form PF (2013)

11 A Form PF (2013 ) JACK KENT COOKE FOUNDATON Page 11 Pait^XV ;l Supplementary nformation (continued) 3 Grants and Contributions Paid Durinq the Year or Approved for Future Payment Recipient Name and address ( home or business ) a Paid during the year See STMT 23 f recipient is an individual how any relationship to any foundation manager or substantial contributor oundation status of recipient Purpose of grant or contribution Amount Total a b Approved for future payment See STMT 24 Total bl BAA TEEA /11/13 Form PF (2013)

12 Form PF (2013 ) JACK KENT COOKE FOUNDATON Part XV - A Analysis of ncome - Producing Activities Page 12 Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section or 514 (e) a b c d e f b Not debt -financed property c d e 12 Program service revenue- (a) Business code (b) Amount (c) Exclucode (d ) Amount Related or exempt function income (See instructions.) 9 Fees and contracts from government agencies 2 Membership dues and assessments nterest on savings and temporary cash investments Dividends and interest from securities Net rental income or ( loss) from real estate t 7r ^` 5^_; r is ^a '^ ' ^^E^: 1. : a Debt-financed property Net rental income or (loss ) from personal property..... Other investment income Gain or ( loss) from sales of assets other than inventory Net income or (loss ) from special events Gross profit or ( loss) from sales of inventory Other revenue :... a b nsurance Claim Subtotal. Add columns ( b) (d) and (e) &Wj Total. Add line 12 columns ( b) (d) and (e) (See worksheet in line 13 instructions to verify calculations ) Part XV - B=' Relationship of Activities to the Accomplishment of Exempt Purposes BAA TEEA n3 Form 990-PF (2013)

13 Form PF (2013 ) JACK KENT COOKE FOUNDATON Page 13 Part XVi nformation Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c ) of the Code (other than section 501 (c)(3 ) organizations ) or in section 527 relating to political organizations' a Transfers from the reporting foundation to a nonchantable exempt organization of (1) Cash a(1) X (2) Other assets a (2) X b Other transactions _ (1) Sales of assets to a noncharltable exempt organization b (1) X (2) Purchases of assets from a nonchantable exempt organization b (2) X (3) Rental of facilities equipment or other assets b (3) X (4) Reimbursement arrangements b (4) X (5) Loans or loan guarantees b (5) X (6) Performance of services or membership or fundraising solicitations b (6) X c Sharing of facilities equipment mailing lists other assets or paid employees c X d f 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 reportin g foundation. f the foundation received less than fair market value in any transaction or sharing arrangement show in column (d ) the value of the goods other assets or services received. (a) Line no ( b) Amount involved ( c) Name of nonchantable exempt organization (d) Description of transfers transactions and sharing arrangements Yes No 2 a s 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? b f 'Yes.' complete the followma schedule (a) Name of organization (b) Type of organization (c) Description of relationship 11 Yes 1X No Under penalties of perjury declare that have examined this return including accompan correct and corn lete Declaration of preparer (other than taxpayer) is based on all inform Sign /1 Here l^^-f f^^i^l Signature of of icer or trustee Date Print/Type preparer 's name Pre is Si atu Paid Preparer Use Only MCHELLE L. WEBER Firm's name GRANT THORNTON LP Firm'saddress 100 EAST WSCONSN AVE MLWAUKEE

14 OMB No Schedule B (Form EZ Schedule of Contributors or 990 -PF) 2013 Department of the Treasury ' Attach to Form 990 Form 990 -EZ or Form 990-PF nternal Revenue Service nformation about Schedule B (Form EZ 990-PF ) and its instructions is at Name of the organization Employer identification number JACK KENT COOKE FOUNDATON Organization type (check one) Filers of: Section: Form 990 or 990-EZ q 501(c)( ) (enter number) organization q 4947(a)(1) nonexempt charitable trust not treated as a private foundation q 527 political organization Form 990-PF q-1501 (c)(exempt private foundation q 4947(a)(1) nonexempt charitable trust treated as a private foundation q 501 (c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule Note. Only a section 501 (c)(7) (8) or ( 10) organization can check boxes for both the General Rule and a Special Rule. See nstructions. General Rule an organization filing Form EZ or 990-PF that received during the year $5000 or more (in money or property) from any one contributor. (Complete Parts and ) Special Rules q For a section 501 (c)(3) organization filing Form 990 or 990-EZ that met the 33-1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vl) and received from any one contributor during the year a contribution of the greater of (1) $5000 or (2) 2% of the amount on () Form 990 Part V line 1 h or (if) Form 990-EZ line 1. Complete Parts and q For a section 501 (c)(7) (8) or (10) organization filing Form 990 or 990-EZ that received from any one contributor during the year total contributions of more than $1000 for use exclusively for religious charitable scientific literary or educational purposes or the prevention of cruelty to children or animals Complete Parts and. q For a section 501(c)(7) (8) or (10) organization filing Form 990 or 990-EZ that received from any one contributor during the year contributions for use exclusively for religious charitable etc purposes but these contributions did not total to more than $1000 f this box is checked enter here the total contributions that were received during the year for an exclusively religious charitable etc purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious charitable etc contributions of $5000 or more during the year $ Caution : An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form EZ or 990-PF) but it must answer 'No' on Part V line 2 of its Form 990 or check the box on line H of its Form 990-EZ or on its Form 990-PF Part line 2 to certify that it does not meet the filing requirements of Schedule B (Form EZ or 990-PF). BAA For Paperwork Reduction Act Notice see the nstructions for Form EZ or 990-PF. Schedule B (Form EZ or 990-PF) (2013) TEEA /27/13

15 Schedule B (Form EZ or Name of organization JACK KENT COOKE FOUNDATO N (201 1 of 1 of Part 1 Employer dentification number Part Contributors (see instructions) Use duplicate copies of Part if additional space is needed. (a) Number (b) Name address and ZP + 4 (c) Total (d) Type of contribution contributions JACK KENT COOKS BEQUESTS WOODRDGE--PARKWAY LANSDOWNE VA Person Payroll F1 $ Noncash 11 (Complete Part for noncash contributions.) (a) (b) (c) (d) Number Name address and ZP + 4 Total Type of contribution contributions $ Person F] Payroll 11 Noncash F] (Complete Part for noncash contributions) (a) (b) (c) (d) Number Name address and ZP + 4 Total Type of contribution contributions $ Person Payroll Noncash (Complete Part for noncash contributions) (a) (b) (c) (d) Number Name address and ZP + 4 Total Type of contribution contributions $ -- - Person Payroll Noncash (Complete Part for noncash contributions.) (a) (b) (c) (d) Number Name address and ZP + 4 Total Type of contribution contributions - -- $ Person Payroll Noncash (Complete Part for noncash contributions) (a) (b) (c) (d) Number Name address and ZP + 4 Total Type of contribution contributions F1 L $ Person Payrol l Noncash L F1 F] (Complete Part for noncash contributions) BAA TEEA /27113 Schedule B (Form EZ or 990-PF) (2013)

16 JACK KENT COOKE FOUNDATON Form 990-PF Page 4 States Registered n Part V-A Line 8a VA - Virginia CA - California

17 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 PART LNE 19 - DEPRECATON PART LNE 14 - LAND BULDNGS AND EQUPMENT LAND LAND MPROVEMENTS BULDNG BULDNG MPROVEMENTS FURNTURE AND FXTURES EQUPMENT CONSTRUCTON N PROGRESS SUBTOTAL LESS ACCUMULATED DEPRECATON ( ) NET PROPERTY AND EQUPMENT CURRENT YEAR DEPRECATON EXPENSE STATEMENT 1

18 JACK KENT COOKE FOUNDATON FORM 990-PF PART X-A - SUMMARY OF DRECT CHARTABLE ACTVTES Young Scholars Program - This program serves exceptionally high-performing high- $ school students with financial need who reside in the US by providing individualized educational services that complement the students' education and further develop their talents and abilities throughout high school. Direct program expenses include personnel costs for advising students and families on educational matters of $4367 per student for a total of $1.1 million. Other program expenses include program management and scholar selection costs and expenditures related to convening scholars. n addition to these direct costs the Foundation awarded 266 scholarships averaging $6850 for a total of $1.8 million. Undergraduate Scholarship Programs - These programs provide scholarships and $ forgivable loans totaling up to $30000 per year for exceptional students with financial need to pursue an undergraduate education at an accredited institution in the US or abroad. Undergraduate transfer scholarships provide funding for the last two-to-three years of undergraduate study at a four-year college or university. College scholarships are awarded to the Foundation's eligible graduating young scholars for up to four years of undergraduate study. Eligible Undergraduate Scholars may also receive summer stipend support to participate in unpaid internships and support for study abroad. Direct program expenses include program management scholar selection costs and expenditures for periodic scholar events. n addition to these direct costs the Foundation awarded 183 undergraduate transfer scholarships averaging $18556 for a total of $3.4 million and 220 college scholarships averaging $12083 for a total of $2.7 million. nternships were awarded to 33 Scholars for a total of $ and a total of $54221 was awarded to nine Scholars for study abroad. The Foundation also repaid loans on behalf of 21 graduating Scholars for a total of $ Graduate Scholarship Programs - Through the Graduate Scholarship Programs the $ Foundation awards (1) Continuing Scholar Graduate Awards totaling $50000 per student for up to four years of study for current Scholars coming out of the Foundation's undergraduate programs (2) a full Graduate Scholarship of up to $50000 per student per year for Graduate Scholars previously selected to receive this award (3) a Graduate Arts Award of up to $50000 per student per year for up to three years and (4) a Cooke Dissertation Fellowship for up to $25000 per doctoral student to complete their dissertation. Direct program expenses include program management and scholar selection costs and expenditures for periodic scholar events. n addition to these direct costs the Foundation awarded 82 continuing graduate scholarships averaging $24894 for a total of $2 million 32 graduate scholarships averaging $38194 for a total of $1.2 million 37 graduate arts awards averaging $38431 for a total of $1.4 million and eleven dissertation fellowships averaging $17961 for a total of $ Grant nitiatives - The Foundation funds a variety of innovative education programs and $ initiatives. Direct program expenses include management research and consulting for programs that include summer enrichment programs for elementary middle or high school students conservatory preparation programs for talented young musicians and programs that improve college pathways. n addition to these direct costs the Foundation awarded 30 grants for a total of $5 million. STATEMENT 2

19 Jack Kent Cooke Foundation EN FYE 5/31/14 FORM 990 PF PART 1 LNE 11 COLUMN B - OTHER NCOME REVENUE NET AND EXPENSE NVESTMENT ADJUSTED NET PER BOOKS NCOME NCOME OAL ORDNARY NCOME FROM PARTNERSHP NVESTMENTS NONE $ NONE TOTAL ORDNARY NCOME FROM GRANTOR TRUSTS NONE ($388877) NONE DSTRBUTON OF NCOME FROM NON-MARKETABLE NVESTMENTS NONE $ NONE NSURANCE CLAM RECEPT $27752 NONE NONE TOTAL OTHER NCOME $27752 $ $0 Box 1 Box 2 Box 7 Box 10 Box 11 Ordinary Bus nc (Loss ) Net Rental RE nc(loss) Net Section 1231 G(L) UND MANAGER Royalties Other ncome otal COMMONFUND CAPTAL NR K-1 #1 $ $1 $ $30859 $11937 $99251 COMMONFUND CAPTAL NR K-1 #2 $41711 $1 $3128 $3773 $12906 $61519 COMMONFUND CAPTAL NR K-1 #3 $0 $0 $0 $0 $9 $9 COMMONFUND CAPTAL PE K-1 #1 $694 $0 $0 $3936 $10595 $15224 COMMONFUND CAPTAL PE K-1 #2 ($2074) ($10) $0 $1203 $2424 $1543 COMMONFUND CAPTAL NTERNATONAL K-1 $0 $0 $0 $0 $1477 $1477 METROPOLTAN REAL ESTATE K-1 #1 $0 ($2671) $0 ($34026 ) $5155 ($31542) METROPOLTAN REAL ESTATE K-1 #2 ($1 007) ($31755) $0 $21760 $11603 $601 METROPOLTAN REAL ESTATE K-1 #3 $267 ($439) $0 $2168 $74916 $76912 METROPOLTAN REAL ESTATE K-1 #4 $1436 ($3747) $0 $0 $7716 $5405 METROPOLTAN REAL ESTATE NTERNATONAL K-1 $0 ($351) $0 ($3010) $26976 $23615 MSC EAFE NDEX CTF (SSGA) $0 $0 $0 $0 ($82074) ($82074) MSC CANADA NDEX CTF (SSGA) $0 $0 $0 $0 ($ ) ($13960) MSC EMERGNG MARKETS CTF (SSGA) $0 $0 $0 $0 ($19259) ($19259) PARK STREET CAPTAL NAT RES FUND V LP $2969 $27830 $ ($10316) $14513 $ SPUR VENTURES K-1 #1 ($11 ) $0 $0 $0 ($101) ($112) SPUR VENTURES K-1 #2 ($10) ($1) $0 $0 ($17) ($28) SVB STRATEGC NVESTORS FUND K- 1 #1 $229 $0 $0 ($5) ($277) ($53) SVB STRATEGC NVESTORS FUND K-1 #2 ($1517) $0 $0 ($1) ($17) ($1535) SVB STRATEGC NVESTORS FUND K-1 #3 ($171) $0 $0 $0 ($49) ($220) TFF REAL ESTATE PARTNERS $0 ($2283) $0 $1557 $1178 $453 WTC-CTF DVERSFED NFLATON HEDGES $0 $0 $0 $0 ($90162) ($90162) RC ADAMS FUND SERES LLC ($221) $0 $0 $0 $24 ($197) RC FARALLON CAPTAL NSTTUTONAL PARTNERS. LP $459 $0 $0 $0 $4 $463 RC THE NPPON VALUE NVESTORS $0 $0 $0 $0 $6083 $6083 TOTAL 4940 OTHER NCOME ( From K-1s) $ ($13 426) $ $ ($18401) $ FUND MANAGER Other ncome Total CAPTAL GUARDAN TRUST COMPANY TOTAL NCOME FROM GRANTOR TRUSTS ($388877) ($388877) ($ ) ($ ) FUND MANAGER Distribution of ncome Total FLAG PE (offshore ) #1 $93544 $93544 FLAF PE (offshore ) #2 $55224 $55224 FLAG VENTURE CAPTAL (offshore ) # 1 $9912 $9912 FLAG VENTURE CAPTAL (offshore ) #2 $4763 $4763 GOLDMAN SACHS ( offshore ) $ $ SUBTOTAL $ $ Distribution of nome from Non-marketable Alternative nvestments STATEMENT3

20 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 16 - LEGAL FEES REVENUE DSBURSMENTS AND NET ADJUSTED FOR EXPENSE NVESTMENT NET CHARTABLE DESCRPTON PER BOOKS NCOME NCOME PURPOSES ARNOLD & PORTER CAPLN & DRYSDALE CHARTERED McGURE WOODS LLP TOTALS NONE NONE STATEMENT 4

21 JACK KENT COOKE FOUNDATON EN: FYR 5/31/14 FORM 990 PF PART LNE 16 - ACCOUNTNG FEES REVENUE DSBURSEMENTS AND NET ADJUSTED FOR EXPENSE NVESTMENT NET CHARTABLE DESCRPTON PER BOOKS NCOME NCOME PURPOSES PRCEWATERHOUSECOOPERS LLP GRANT THORNTON LLP TOTALS NONE STATEMENT 5

22 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 16c - OTHER PROFESSONAL FEES REVENUE DSBURSMENTS AND NET FOR EXPENSE NVESTMENT CHARTABLE DESCRP TON PER BOOKS NCOME PURPOSES NVESTMENT MANAGEMENT FEES PROGRAM CONSULTNG NFORMATON TECHNOLOGY CONSULTNG APPLCATON PROCESSNG PAYROLL/BENEFTS/FNANCAL SERVCES TRANNG EMPLOYMENT AGENCY FEES MARKETNG CONSULTNG/FULFLLMENT DRECT HEDGE FUND PROGRAM MGR FEES TOTALS STATEMENT 6

23 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 18 - TAXES REVENUE DSBURSEMENTS AND NET FOR EXPENSE NVESTMENT CHARTABLE DESCRPTON PER BOOKS NCOME PURPOSES FEDERAL EXCSE TAXES DEFERRED FEDERAL EXCSE TAXES UNRELATED BUSNESS NCOME TAX TAXES WTHHELD ON DSTRBUTONS $ $54195 $1722 $13281 FOREGN TAXES PAD - GRANTOR LETTER - CAPTAL FOREGN TAXES PAD - NTEREST / DVDENDS - GMO FOREGN TAXES PAD - WNDHAVEN ( not K-1) FOREGN TAXES PAD - PARTNERSHPS TOTALS $41778 $54323 $15625 $ $ $ $0 STATEMENT 7

24 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 23 - OTHER EXPENSES REVENUE DSBURSEMENTS AND NET FOR EXPENSE NVESTMENT CHARTABLE DESCRPTON PER BOOKS NCOME PURPOSES SCHOLAR/GRANTEE EVENT EXPENSES $ $ OFFCE EXPENSES (SUPPLES/STATONARY/POSTAGE ETC) $91393 $88347 TALENT CENTER FEE WAVERS $51473 $51473 DUES & MEMBERSHPS $79771 $80321 EQUPMENT & SOFTWARE EXPENSE $ $ MARKETNG/PROMOTON $ $ OTHER NSURANCE $54654 $54654 FOREGN CURRENCY TRANSLATON-REALZED GAN $47412 NONE TAX-EXEMPT BOND FEES $15894 $15894 AMORTZATON OF DEFERRED FNANCNG COSTS $11080 NONE LETTER OF CREDT FEES $53946 $52234 PROPERTY SETTLEMENT OBLGATONS $27589 NONE OTHER EXPENSES AND FEES $12754 NONE EXPENSES FOR PARTNERSHP NVESTMENTS (K-s) $ NONE TOTALS $ $ $ STATEMENT 8

25 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART H LNE 9 - PREPAD EXPENSES ENDNG ENDNG DESCRPTON BOOK VALUE FMV PREPAD NSURANCE $ $ PREPAD PROFESSONAL FEES-NVESTMENT $ $59500 PREPAD TRAVEL $2225 $2225 PREPAD POSTAGE $ 1867 $1867 PREPAD EVENTS/MEETNG EXPENSE $ $ PREPAD SOFTWARE SUBSCRPTONS/SERVCE CONTRACT $ $22286 PREPAD SUBSCRPTONS/MEMBERSHP $44305 $44305 PREPAD BULDNG & EQUPMENT MANTENANCE $32300 $32300 PREPAD OTHER $12713 $12713 TOTALS $ $ STATEMENT 9

26 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART - LNE 10a - U.S. AND STATE GOVERNMENT OBLGATONS ENDNG ENDNG DESCRPTON BOOK VALUE FMV PASSVE BOND MARKET NDEX CTF SSGA TOTAL US GOVT OBLGATONS $ $ $ $ STATEMENT 10

27 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART. LNE 10b - CORPORATE STOCK ENDNG ENDNG DESCRPTON BOOK VALUE FMV RUSSELL 3000 NDEX CTF SSGA $ $ MSC EAFE NDEX CTF SSGA $ $ MSC CAD NDEX QP CTF SSGA $ $ MSC EMERGNG MKTS NDEX CTF SSGA $ $ GMO TR GLOBAL ASSET ALLOC FUND $ $ CAPTAL GUARDAN EMERGNG MKTS TOTAL OPP FOR TX EXMP TR FD $ $ CLFTON DEFENSVE EQUTY FUND $ $ PMCO ALL ASSETS FUND $ $ VANGUARD FTSE EMERGNG MKTS ETF $ $ SHARES NC MSC GERMANY ETF $ $ GLOBAL X FDS GLOBAL X NEXT EMERGNG & FRONTER ETF $ $ VANGUARD FTSE DEVELOPED MARKETS ETF $ $ WSDOMTREE TR JAPAN HEDGED EQUTY FUND $ $ SHARES NC MADATORY EXCHANGE SHARES TR ETF $ $ EGSHARES EMERGNG MARKETS CONSUMER ETF $ $ SHARES TR RUSSELL 2000 ETF $ $ POWERSHARES EXCHANGE-TRADED FD TR $ $ POWERSHARES QQQ TR UNT SER 1 $ $ VANGUARD NTL EQUTY NDEX FDS GLOBAL EX-US REAL ESTATE NDEX FD $ $ VANGUARD DVDEND APPRECATON ETF $ $ VANGUARD TOTAL STOCK $ $ SPDR S&P 500 ETF TRUST $ $ WSDOMTREE TR ASA LOCAL DEBT FD $ $ SHARES BARCLAYS 7-10 YR TREAS BD FD $ $ SHARES 1-3 YEAR CREDT BOND ETF $ $ SHARES AAA A RATED CORPORATE BD FD $ $ SHARES TPS BD FD $ $ PMCO ETF TR 0-5 YR HGH YELD CORP BD NDEX EXCHANGE $ $ SPDR BARCLAYS SHORT TERM CORP BD ETF $ $ VANGUARD TOTAL BD MARKET ETF $ $ VANGUARD RET ETF $ $ SHARES GOLD TRUST $ $ POWERSHARES DB COMMODTY NDEX $ $ AKO EUROPEAN LONG ONLY FUND $ $ CEVAN CAPTAL LTD $ $ CONVEXTY CAPTAL OFFHSORE $ $ ELLOTT NTERNATONAL LTD $ $ EMNENCE FUND LTD $ $ ETON PARK OVERSEAS FUND LTD $ $ FARALLON CAPTAL NSTTUTONAL PARTNERS L.P. $11000 $11000 FNE OFFSHORE FUND LTD $ $ GEOLOGC RESOURCE FUND CLASS A $ $ GRACE CAPTAL NTERNATONAL LTD $18503 $18503 HGHFELDS CAPTAL LTD $ $ OWL CREEK OVERSEAS FUND LTD. $62251 $62251 PENNANT WNDWARD FUND LTD $ $ PROSPECT HARBOR CREDT PARTNERS L P $48413 $48413 ROCK CREEK ADAMS FUND $ $ ROCK CREEK EMERGNG MARKETS FUND $ $ ROCK CREEK KALORAMA CREDT OPPORTUNTES SEGREGATED PORTFOLO $ $ ROCK CREEK KALORAMA DRAGON BLLON $ $ SHEPHERD NVESTMENTS NTERNATONAL LTD $53227 $53227 SPNNAKER GLOBAL EMERGNG MARKETS FUND LTD $7263 $7263 THE CHLDREN'S NVESTMENT FUND $ $ THE NPPON VALUE NVESTORS JAPANESE EQUTY TRUST $ $ THOROUGHBRED OFFSHORE $ $ TGER GLOBAL LONG OPPORTUNTES $ $ TPG-AXON PARTNERS (OFFSHORE) LTD $ $ WHTE ELM CAPTAL OFFSHORE LMTED $ $ ROCK CREEK HEDGE FUND PROGRAM A/P ($329601) ($329601) TOTAL CORPORATE STOCK $ $ STATEMENT 11

28 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART - LNE 10c - CORPORATE OBLGATONS DESCRPTON ENDNG BOOK VALUE ENDNG FMV PASSVE BOND MARKET NDEX CTF SSGA TOTAL US CORPORATE OBLGATONS $ $ $ $ STATEMENT 12

29 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 13- OTHER NVESTMENTS DESCRPTON ENDNG BOOK VALUE ENDNG FMV TFF REAL ESTATE PARTNERS $ $ METROPOLTAN REAL ESTATE PARTNERS K-1 #1 $ $ METROPOLTAN REAL ESTATE PARTNERS K-1 #2 $ $ METROPOLTAN REAL ESTATE PARTNERS K-1 #3 $ $ METROPOLTAN REAL ESTATE PARTNERS K-1 #4 $ $ METROPOLTAN REAL ESTATE PARTNERS K-1 #5 $ $ COMMONFUND CAP NATURAL RESOURCES PTRS K-1 #1 $ $ COMMONFUND CAP NATURAL RESOURCES PTRS K-1 #2 $ $ COMMONFUND CAP NATURAL RESOURCES PTRS K-1 #3 $ $ PARK STREET NATURAL RESOURCES $ $ COMMONFUND CAP PRVATE EQUTY PTRS K-1 #1 $ $ COMMONFUND CAP PRVATE EQUTY PTRS K-1 #2 $ $ FLAG PRVATE EQUTY (OFFSHORE) #1 $ $ FLAG PRVATE EQUTY (OFFSHORE) #2 $ $ GOLDMAN SACHS (OFFSHORE) $ $ COMMONFUND CAP NTL PRVATE EQUTY PTRS $ $ FLAG VENTURE CAPTAL (OFFSHORE) #1 $ $ FLAG VENTURE CAPTAL (OFFSHORE) #2 $ $ SVB STRATEGC NVESTORS FUND K-1 #1 $ $ SVB STRATEGC NVESTORS FUND K-1 #2 $ $ SVB STRATEGC NVESTORS FUND K-1 #3 $ $ SPUR VENTURES K-1 #1 $ $ SPUR VENTURES K-1 #2 $ $ LAS VEGAS RESDENCE $ $ TOTALS $ $ STATEMENT 13

30 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 15 - OTHER ASSETS ENDNG ENDNG DESCRPTON BOOK VALUE FMV SPLT NTEREST ASSETS PENDNG NVESTMENT PURCHASE/AR NVESTMENTS SOLD CHARTABLE REMANDER TRUST DSTRBUTON RECEVABLE REFUNDS/RESCSSONS DUE NSURANCE PROCEEDS RECEVABLE NTEREST & DVDENDS RECEVABLE DEFERRED FNANCNG COSTS EXCSE TAX REFUND RECEVABLE DEFERRED COMPENSATON PLANS DSTRBUTONS RECEVABLE - NVESTMENTS SUNDRY ASSETS TOTALS $ $ $ $ $ $ $ $ $22014 $22014 $ $ $ $ $ $ $ $ $40577 $40577 $49581 $49581 $ $ STATEMENT 14

31 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 21 - MORTGAGES AND OTHER NOTES PAYABLE DESCRPTON AMOUNT NDUSTRAL DEVELOPMENT AUTHORTY OF LOUDOUN COUNTY VRGNA $ NDUSTRAL DEVELOPMENT REVENUE BONDS (JACK KENT COOKE FOUNDATON PROJECT) SERES 2004 REVOLVNG LNE OF CREDT $ TOTAL $ STATEMENT 15

32 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 22 - OTHER LABLTES ENDNG ENDNG DESCRPTON BOOK VALUE FMV ACCOUNTS PAYABLE NVESTMENTS PURCHASED DEFERRED FEDERAL EXCSE TAX DEFERRED COMPENSATON - 457(B) PLAN LABLTY UNDER TRUST AGREEMENT LOAN GUARANTEE LABLTY TOTALS $97174 $ $ $ $13111 $ $97174 $ $ $ $13111 $ STATEMENT 16

33 JACK KENT COOKE FOUNDATON EN: FYE 5/31/14 FORM 990 PF PART LNE 3 - OTHER NCREASES N NET WORTH OR FUND BALANCE DESCRPTON AMOUNT UNREALZED GAN ON NVESTMENTS $ UNREALZED NET CHANGE N SPLT NTEREST AGREEMENTS $3960 TOTAL $ STATEMENT 17

34 JACK KENT COOKE FOUNDATON EN' FYE 5/31/14 FORM 990 PF PART V LNE 2 - CAPTAL GANS AND LOSSES ON NVESTMENT NCOME Long-Term Realized Gain Realized Gain Short-Term Long-Term Capital Gain on on FUND MANAGER K-1 Date Cost Proceeds from Sales Gains/(Losses) Gains/(Losses) Di vidend Dis tribu tions Liquidation Total FLAG PRVATE EQUTY (OFFSHORE) #1 FLAG PRVATE EQUTY (OFFSHORE) #2 FLAG VENTURE PARTNERS (OFFSHORE) #1 FLAG VENTURE PARTNERS (OFFSHORE) #2 GOLDMAN SACHS OFFSHORE ROCK CREEK STMT RA WNDHAVEN STMT 8B SUBTOTAL $ $ $91346 $91346 $ $ $ $ $ $ $ $ $ $ $ ($21160) $ $30936 $ $ S ($21160) $ $30936 $ SO $ SSGA RUSSELL 3000 NDEX CTF SSGA EAFE NDEX CTF SSGA CAD NDX QP CTF SSGA EMERGNG MARKETS NDEX CTF SSGA PASSVE BOND MARKET NDEX CTF CAPTAL GUARDAN (TRUST) CLFTON DEFENSVE EQUTY FUND METROPOLTAN REAL ESTATE K-l #1 METROPOLTAN REAL ESTATE K-l #2 METROPOLTAN REAL ESTATE K-1 #3 METROPOLTAN REAL ESTATE K-1 #4 METROPOLTAN REAL ESTATE K-1 #5 TFF REAL ESTATE COMMONFUND CAPTAL NR K- #1 COMMONFUND CAPTAL NR K- #2 PARK STREET CAPTAL NR FUND COMMONFUND CAPTAL PE K- #l COMMONFUND CAPTAL PE K-1 #2 COMMONFUND CAPTAL NTL SPUR VENTURES K- #1 SPUR VENTURES K-l #2 SVB STRATEGC NVESTORS K-1 #1 SVB STRATEGC NVESTORS K-1 #2 SVB STRATEGC NVESTORS K-1 #3 WTC-CTF DVERSFED NFLTN HEDGES PORTOLO WTC-CTF DVERSFED NFLTN HEDGES PORTOLO DB COMMODTY NDEX TRACKNG FUND RC ADAMS FUND SERES LLC RC THE NPPON VALUE NVESTORS EXECUTVE BENEFT SERVCES (457(b)) EXECUTVE BENEFT SERVCES (457(f)) 12/31/13 $ $ $ $ $ /31/13 $ $ $ $ $ /31/13 $ $ $16934 $46094 $ /31/13 $56805 $74939 ($10688) $ $ /31/13 $18447 $20670 ($147910) $ $ /31/13 $ $ ($296328) ($144099) ($10425) 12/31/13 $ $ $ $ $ /31/13 ($81) $ /31/13 $1 $ /31/13 $896 $ /31/13 $5813 $ /31/13 ($11604) S /31/13 ($74904) $ /30/13 ($534) $ /30/13 $3898 $ /31/13 $0 $ /30/13 ($1401) $ /30/13 $1354 $ /30/13 $240 ($1) 12/31/13 $34446 $ /31/13 $21866 $ /31/13 $28211 $ /31/13 $20533 $ /31/13 $746 $ /31/13 $ $ ($ ) $ $50785 $ $ /31/13 ($35027) ($66624) 12/31/13 $31127 $ /31/13 $7928 $ /31/13 $ $ $873 $11560 $ /31/13 $23053 $23928 $875 $0 $61 ($ ) $ $ $ $ $ ($450852) $ $ $29509 $ $83060 $27792 $ $ $ $63585 $ $ $239 $ $84736 $ S $4343 ($575755) ($ ) ($101651) $56541 $77710 $17928 $936 SUBTOTAL ( From K - ' Gunton Letten.nd Muw. Fund Tex Reparu) TOTAL CAPTAL GANS $ $ ($632457) $ $0 $ ($ ) $ $ $ ($ ) $ $ $ ($ ) $ m ea 00

35 j Jack Kent Cooke Foundation EN Fund Name Redemptions ( Proceeds ) Cost Basis Realized Gams / ( Losses ) Canyon Value ( ) Eminence Fund Ltd ` i { { - -- ^ Eton Park Overseas Fund Ltd t Farallon Capital nstitutional Partners L_P { j240 64^ Geologic Resource Fund Class A ( ) Gracie Capital ona Ltd { )t )! i Highfields Capital Ltd L0)1 ( Z Luxor Capital Partners Offshore Fund J )1 ( ) Owl Creek Overseas Fund -Ltd X i ( ): Prospect Harbor Credit Partners L P { ^' S ^t Regiment Capital Ltd { Rl _ Rock Creek Kalorama Credit Opportunities Segregated Portfolio -( ) ( ) Senator Global Opportunity Offshore {1 193 Spvstments nternational Ltd ^ ^ Swiftcur ent OffshoreLtd (4 9) Taonc sofund 1 5 Ltd Tilennund { OO)l (377 7A re) Ltd {3601 1^ 522^ ^ Rock Creek Mana er Fees/Other ncome/ Loss Subtotal nvestments ) ( ) STATEMENT 18A

36 JACK KENT COOKE FOUNDATON WNDHAVEN Schedule D Detail of Short -term Capital Gains and Losses Date Ac q uired Date Sold Gross Sales Price Cost or Other Basis Short-term Gain/Loss Descri ption MFC SHARES NC MSC HONG KONG NDEX FD 03 / 05 / / 07 / MFC SHARES FTSE EPRA/NARET GLOBAL REALEST 03 / 05 / / 12 / MFC WSDOMTREE TR JAPAN 01 / 17 / / 28 / MFC WSDOMTREE TR BRAZLAN REAL STRATEGY FD 10 /09/ / 27 / MFC SHARES TR RUSSELL 2000 NDEX FD 06 / 12 / / 06 / Totals JSA 3PO STMT 18B

37 JACK KENT COOKE FOUNDATON WNDHAVEN Schedule D Detail of Long -term Capital Gains and Losses Descri ption Date Ac q uired Date Sold Gross Sales Price Cost or Other Basis Long-term Gain/Loss MFC SHARES FTSE EPRA/NARET GLOBAL REALEST 06 / 06 / / 12 / MFC VANGUARD BD NDEX FDS VANGUARD TOTALED MARKET ET 10 / 28 / / 25 / MFC VANGUARD RET ETF / 25 / MFC POWERSHARES 000 TR UNT SER 1 02 / 02 / / 03 / MFC POWERSHARES EXCHANGE-TRADED FD TR S& 02 / 02 / / 03 / MFC VANGUARD BD NDEX FDS VANGUARD TOTALBD MARKET ET 02 / 25 / / 03 / MFC VANGUARD RET ETF 06 / 06 / / 03 / MFC SPDR BARCLAYS SHORT TERM CORPORATE BOND ETF 10 / 03 / / 09 / MFC SHARES TR RUSSELL 2000 NDEX FD 02 / 02 / / 06 / MFC VANGUARD SPECALZED 02 / 25 / / 06 / MFC SHARES NC MSC GERMANY ETF 10 / 03 / / 12 / MFC WSDOMTREE TR ASA LOC DEBT FD 06 / 07 / / 16 / Totals JSA STMT 18B