Return of Private Foundation Form 9%-0-PF Department of the Treasury InternaT Revenue Service OMB No 1545-0052 or Section 4947 (a)(1) Nonexempt Charitable Trust Treated as a Private Foundation 2005 r ote: The organization may be able to use a copy of this return to satisfy state reporting requirements. For calendar year 2005, or tax year beginning , and ending I I Final return I I Amended return I X I Address change I I Name change 6 Check all that apply: C I Initial return A Employer identification number Use the IRS Ma™ of organization label. Otherwise, t lililn iliilnllltiiiililiiliililniili nillliulilili lulil JZI 29 IG 2 0 0 5 1 2 03 04 <5»BQn.V-r, W H I T N E Y F O U N D A T I O N SeeSpecmc 8 2 1 M A R 3 U E T T E A V E S T E 1900 Instructions. ^ M I N N E A P O L I S MN 5 5 4 0 2 - 2 9 2 1 3 0000 IsmtB R C If exemption application is p<mding, check here S 1 X 1 Section 501(c)(3) exempt private foundation H C heck type of organization: ] Section 4947(a)(1) nonexempt charitable trust I I Other taxable private foundation I Fair market value of all assets at end of year J Accounting method: LXJ Cash 1 I I Other (specify) (fr om Part II, col. (c), line 16) _c D 1. Foreign organizations.check here I Part * 1 1 Analysis of Revenue and Expenses (a) Revenue and expenses per books (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a).) 1 Contributions, gifts, grants, etc., received 2 Check ^ I ^I I fr-l I 2. Foreign organizations meiatmg the 85% test, ^ I check here and attach COimputation ^I I 1 E If private foundation status was terminated .—. under section 507(b)(1) A), check here M I 1 Accrual F If the foundation is in a E0-month termination under section 507(b)(1) B), check here ^-l I (d) Disbursements (c) Adjusted net for charitable purposes income (cash basis only) 2 , 0 2 2 , 6 1 3 . (Part '• column (d) must be on cash basis) $ 41-6022514 B Telephone number (952) 835-2577 (b) Net investment income 136,521. N/A I ilttieloundationisnotFequirecltoattachScti B , Interest on savings and temporary J cash investments 62,327. 4 Dividends and interest from securities 5a Gross rents STATEMENT 2 54.142. Revenue b Net rental income or (loss) 7 249.581. Capital gam net income (from Part IV, line 2) 8 Net short-term capital gam 9 Income modificafcens Gross sales less etum 10a and allowances s - DECEIVED 0 \ E—• \L^ l—• i v b Less Cost of got ds si c Gross profit or (lfi$ 0 NOV 1 4 11 Other income yj 12 Total. Add lint 5 1 1TOigh 11 , 13 tr&W^FO WON 16iffi. } w / » > Operating and Administrative Expenses 14 2008 Compensation ol officers/dnfepasTMAteaakBtc III Other employe salaripg antfinagpR J ^ h 1£ <14,193. > 250.273. <16.798. > 286.925. STATEMENT 3 0. 0. 0. 2.100. 11.004. 1,643. 11.428. 0. 7.113. 1,643. 2.100. 3.891. 515. 0. 25. 1,478. 0. 1,478. 2,705. 130. 2.575. 30.358. 546,768. 9.401. 10.069. 546.768. 577.126. 9.401. 556.837. ! 15 16a b c 17 18 19 20 21 22 23 24 Pension plans, employee benefits Legal fees Accounting fees STMT 4 Other professional fees STMT 5 Interest Taxes STMT 6 Depreciation and depletion Occupancy Travel, conferences, and meetings Printing and publications Other expenses STMT 7 Total operating and administrative expenses. Add lines 13 through 23 25 Contributions, gifts, grants paid 26 Total expenses and disbursements. Add lines 24 and 25 27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements <326.853. b Net investment income (if negative, enter -0-) C Adjusted net income (if negative, enter -0-) LHA For Privacy Act and Paperwork Reduction Act Notice, see the instructions 523501 01-05-09 STATEMENT 1 65.618. 6a Net gam or (loss) from sale of assets not on line 10 ,. Gross sales price for all «j n n n t c b assats on Una Ba &&U , U 4 D . 277.524. N/A Form 990-PF (2005) Form 990-RF (2005) o _•. ii 1 Pqirt II r oaiance aneeis MamsMitlna,iai^a,imam^Dntl 1 Cash - non-interest-bearing Savings and temporary cash investments Accounts receivable ^ (c) Fair Market Value (b) Book Value (a) Book Value 28,103. 505,058. 41,562. 224,485. 41,562. 224,485. 5,310. 8.147. 8.147. 1,653,229. 1.590.653. 1,748.419. 2,191.700. 1,864,847. 2.022.613. 0. 0. 0. 0. 2.191,700. 2,191,700. 0. 0. 1,864,847. 1,864,847. 2,191.700. 1.864.847. 8,147. Less: allowance for doubtful accounts ^• 4 Page 2 ciiu ui yedi Ralanr-o ^hootc wmlieusciieduies and amounts in me description 2 3 41-6022514 WHITNEY FOUNDATION Pledaes receivable >• Less: allowance for doubtful accounts ^- 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons 7 Other notes and loans receivable ^- Less: allowance for doubtful accounts ^• (0 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a Investments - U.S. and state government obligations b Investments - corporate stock c Investments - corporate bonds 11 investments -land, buildlnjs.anb equipment basis ^• Less accumulated depreciation ^ 12 Investments - mortgage loans 13 Investments - other STMT 8 14 Land, buildings, and equipment basis ^Less accumulated depreciation ^15 Other assets (describe ^- ) 16 Total assets (to be completed bv all filers) 17 Accounts payable and accrued expenses Liabilities 18 Grants payable 19 Deferred revenue 20 Loans from officers, directors, trustees, and other disqualified persons 21 Mortgages and other notes payable 22 Other liabilities (describe ^ 23 Total liabilities (add lines 17 through 22) | Net Assets or Fund Balances Organizations that follow SFAS 117, check here ) >• I I and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 25 Temporarily restricted 26 Permanently restricted Organizations that do not follow SFAS 117, check here ^ IX I and complete lines 27 through 31. 27 Capital stock, trust principal, or current funds 28 Paid-in or capital surplus, or land, bldg., and equipment fund 29 Retained earnings, accumulated income, endowment, or other funds 30 Total net assets or fund balances 31 Total liabilities and net assets/fund balances | Part IH | Analysis of Changes in Net Assets or Fund Balances 1 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 prior year's return) 2 Enter amount from Part I, line 27a 3 Other increases not included in line 2 (itemize) >• 4 Add lines 1,2, and 3 5 Decreases not included in line 2 (itemize) ^• 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line 30 523511 01-05-08 1 2 3 4 5 6 2,191.700. <326.853.> 0. 1.864,847. 0. 1.864,847. Form 990-PF (2005) 41-6022514 WHITNEY FOUNDATION Capital Gains and Losses for Tax on Investment Income Form 990-PE (2005) | Part IV <b),Hop' archq,uJpeti D- Donation (a) List and describe the kmd(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.) (c) Date acquired (mo., day, yr.) Pages (d) Date sold (mo., day, yr.) 1a b SEE ATTACHED STATEMENTS c d e (e) Gross sales price (f) Depreciation allowed (or allowable) (h) Gam or (loss) (e) plus (f) minus (g) (g) Cost or other basis plus expense of sale a b c d e 44,027. 220,046. 249,581. Complete only for assets showing gam in column (h) and owned by the foundation on 12/31/69 (i)F.M.V. as of 12/31/69 (j) Adjusted basis as of 12/3 1/69 (1) Gams (Col. (h) gam minus col. (k), but not less than -0-) or Losses (from col. (h)) (k) Excess of col. (i) over col. (j), if any a b c d e 249,581. 2 Capital gam net income or (net capitol loss). 3 Net short-term capital gam or (loss) as defined in sections 1222(5) and (6): If gam, also enter in Part I, line 8, column (c). If (loss), enter -0- in Part I, line 8 Part V 2 { |j R'SK- mBrt'f line? ) 249,581. , I / 3 Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income N/A (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. I Yes Was the organization liable for the section 4942 tax on the distributable amount of any year in the base period? No If *Yes.' the organization does not qualify under section 4940(e). Do not complete this part 1 Enter the appropriate amount in each column for each year; see instructions before making any entries. (a) Base period years Calendar year (or tax year beginning in) (b) Adjusted qualifying distributions 2004 2003 2002 2001 2000 713.438. 487.238. 460.938. 528,690. 954.983. (d) Distribution ratio (col. (b) divided by col. (c)) (c) Net value of nonchantable-use assets 2.175.672. 1.960,239. 1.989,586. 1.820.734. 1.630.905. .327916 .248561 .231675 .290372 .585554 2 1.684078 3 .336816 4 Enter the net value of noncharrtable-use assets for 2005 from Part X, line 5 4 2.160.881. 5 5 727.819. 6 Enter 1% of net investment income (1% of Part I, line 27b) 6 2,775. 7 Add lines 5 and 6 7 730.594. 8 Enter qualifying distributions from Part XII, line 4 8 556.837. 2 Total of line 1, column (d) 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 Multiply line 4 by line 3 If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions. 523521/01-05-08 Form 990-PF (2005) Form 990-PF (2005) 41-6022514 Page 4 WHITNEY FOUNDATION Part VI | Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here ^-1 I and enter "N/A1 on line 1. Date of ruling letter: (attach copy of ruling letter if necessary-see instructions) b Domestic organizations that meet the section 4940(e) requirements in Part V, check here ^-1 I and enter 1% of Part I, line 27b c All other domestic organizations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 3 Add lines 1 and 2 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -06 Credits/Payments: a 2005 estimated tax payments and 2004 overpayment credited to 2005 I 6a I 8,196. 6b b Exempt foreign organizations - tax withheld at source 6c c Tax paid with application for extension of time to file (Form 8868) 3.800. 6d d Backup withholding erroneously withheld 14. 7 Total credits and payments. Add lines 6a through 6d 8 Enter any penalty for underpayment of estimated tax Check here I Xj if Form 2220 is attached 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 11 Enter the amount of line 10 to be: Credited to 2006 estimated tax^. 2 . 5 6 0 . Refunded 5.550 5.550 5.550. 12.010, 6.460 3.900, 10 11 | Part VII-A I Statements Regarding Activities 1a During the tax year, did the organization attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? If the answer is "Yes" to la or ib, attach a detailed description of the activities and copies of any matenals published or distnbuted by the organization in connection with the activities. 1a 1b c Did the organization file Form 1 120-POL for this year? d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the organization. ^- $ 0 . (2) On organization managers. ^-$ 0. e Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on organization managers. ^- $ 0. 2 Has the organization engaged in any activities that have not previously been reported to the IRS? If "Yes, " attach a detailed descnption of the activities. 3 Has the organization 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 4a Did the organization have unrelated business gross income of $1,000 or more during the year? b If "Yes,1 has it filed a tax return on Form 990-T for this year' 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 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 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? 7 Did the organization have at least $5,000 in assets at any time during the year? If "Yes. " complete Part II, col (c), and Part XV 8a Enter the states to which the foundation reports or with which it is reqistered (see instructions) ^• MN b If the answer is "Yes" to line 7, has the organization 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 9 Is the organization claiming status as a private operating foundation within the meaning of section 4942(])(3) or 4942(j)(5) for calendar year 2005 or the taxable year beginning in 2005 (see instructions for Part XIV)? If °Yes, " complete Part XIV 10 Did any persons become Substantial contributors during the tax year' H "Yes,- attach a schedule listing their names and addresses 1 1 Did the organization comply with the public inspection requirements for its annual returns and exemption application? Web site address ^N/A 12 The books are in care of Telephone n o . » > ( 9 5 2 ) MERISTEM Located at »> 601 523531 01-05-08 1c X 2 X X 3 4a 4b 5 X X 6 7 X X 8b X 9 10 11 X X X X 835-2577 ^-55305 CARLSON PARKWAY. NO 800. MINNETONKA. MN 13 Section 4947(a)( 1 ) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1 04 1 • Check here and enter the amount of tax-exempt interest received or accrued during the year Yes No X X 13 N/A Form 990-PF (2005) Form 990-PE (2005) 41-6022514 WHITNEY FOUNDATION Part VII-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. 1a During the year did the organization (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person? (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person' (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? (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)? b c 2 a b c Pages Yes No I No I I Yes I ! I I Yes I No I Yes nrlsc [NO I Yes I I Yes I No (6) Agree to pay money or property to a government official? (Exception. Check 'No' if the organization agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) I I Yes No If any answer is "Yes1 to 1a(1 )-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)? N/A Organizations relying on a current notice regarding disaster assistance check here Did the organization engage in a prior year in any of the acts described in 1a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2005? Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 4942(0(3) or 4942(0(5)): At the end of tax year 2005, did the organization have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning No before 2005? CH Yes If "Yes,1 list the years ^ , , , . Are there any years listed in 2a for which the organization is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer W and attach statement - see instructions.) N/A If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. 1b 1c 2b 3a Did the organization hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? I I Yes I X I No b If "Yes," did it have excess business holdings in 2005 as a result of (1) any purchase by the organization or disqualified persons after May 26,1969; (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 10-, 15-, or 20-year first phase holding period' (Use Schedule C, Form 4 720, to determine if the organization had excess business holdings in 2005 ) N/A 4a Did the organization invest during the year any amount in a manner that would jeopardize its charitable purposes? b Did the organization make any investment in a prior year (but after December 31,1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2005' 5a During the year did the organization pay or incur any amount to: i i i i I I Yes No (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? CD Yes No CHYes (3) Provide a grant to an individual for travel, study, or other similar purposes' No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)' dhes No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? I 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 instructions)? N/A Organizations relying on a current notice regarding disaster assistance check here ^I X 3b 4a X 4b X 5b I c If the answer is "Yes" to question 5a(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the granf N/A I I Yes I I No I I Yes I X I No If "Yes," attach the statement required by Regulations section 53 4945-5(d). 6a Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? b Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? If you answered "Yes" to 6b, a/so file Form 8870. 6b X Form 990-PF (2005) 523541 01-05-00 Part VIII WHITNEY FOUNDATION 41-6022514 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 Cist all officers, directors, trustees, foundation managers and their compensation. (b) Title, and average hours per week devoted (a) Name and address to position SEE STATEMENT (c) Compensation (d) Contributions to employee benefit plans (If not paid, and deferred compensation enter -0-) 2 Compensation of five highest-paid employees (other than those included on line 1). If none, enter "NONE." (b) Title and average nours per week (a) Name and address of each employee paid more than $50,000 (c) Compensation devoted to position (e) Expense account, other allowances 0. 0. 9 (d) Contributions to employee benefit plans and deferred compensation Page 6 0. (e) Expense account, other allowances NONE Total number of other employees paid over $50,000 3 Five highest-paid independent contractors for professional services. If none, enter "NONE.1 (a) Name and address of each person paid more than $50,000 (c) Compensation (b) Type of service NONE Total number of others receiving over $50,000 for professional services 0 ^- Part IX-AI Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. 1 Expenses N/A 2 3 4 523551 01-05-00 Form 990-PF (2005) Form 990-Pf (2005) 41-6022514 WHITNEY FOUNDATION Pqrt IX-BI Summary of Program-Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. 1 Amount N/A 2 All other program-related investments. See instructions. 3 Total. Add lines 1 through 3 Part X 1 0. ^- | Minimum Investment Return (All domestic foundations must complete this part Foreign foundations, see instructions) 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 b Average of monthly cash balances c Fair market value of all other assets d Total (add lines 1a, b, and c) 1a 1b 1c 1d 1.787.455. 399.604. 6.729. 2,193.788. 2 3 4 5 6 0. 2,193.788. 32.907. 2,160,881. 108.044. e Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) 1e 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 2 from line 1d 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 5 6 Net value of noncharitable-use assets Subtract line 4 from line 3. Enter here and on Part V, line 4 Minimum investment return. Enter 5% of line 5 Part XI 1 I Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain ' foreign organizations check here ^- I I and do not complete this part.) Minimum investment return from Part X, line 6 2a Tax on investment income for 2005 from Part VI, line 5 b Income tax for 2005. (This does not include the tax from Part VI.) 2a 5,550. 2b 241. c Add lines 2a and 2b 3 0. Distributable amount before adjustments. Subtract line 2c from line 1 4 Recoveries of amounts treated as qualifying distributions 5 Add lines 3 and 4 6 7 Deduction from distributable amount (see instructions) Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ,044. 1 108 2c 3 4 5 6 7 .791. ,253. 0. 102 . 2 5 3 . 0. 102 , 2 5 3 . 1a 1b 2 556,837. 0. 5 102 Part XII Qualifying Distributions (see instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 b Program-related investments - total from Part IX-B 2 3 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 IRS approval required) b Cash distribution test (attach the required schedule) 4 Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 5 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment 6 Adjusted qualifying distributions Subtract line 5 from line 4 3a 3b 4 556.837. 0. 5 556.837. 6 Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. income. Enter 1% of Part I, line 27b Form 990-PF (2005) 523561 01-05-06 Form 990-PE(2005) 41-6022514 WHITNEY FOUNDATION Pages Part XIII I Undistributed Income (see instructions) (b) (a) Corpus (d) (c) 2004 Years prior to 2004 2005 1 Distributable amount for 2005 from Part XI, line? 2 102.253. Undistributed income, if any, as of the end of 2004 0. a Enter amount for 2004 only b Total for prior years: 0. 3 Excess distributions c; rryover, if any, to 2005: a From 2000 916,801. b From 2001 460,548. c From 2002 364.774. d From 2003 395.504. 622.542. e From 2004 f Total of lines 3a throuj he 4 Qualifying distributions for 2005 from 556,837. Part XII, line 4: *•$ a Applied to 2004, but not more than line 2a b Applied to undistnbuted income of prior years (Election require J - see instructions) c Treated as distribution > out of corpus (Election required - see nstructions) d Applied to 2005 distnb u table amount e Remaining amount dis nbuted out of corpus 5 Excess distributions carryc ver applied to 2005 (If an amount appears in co lunon (d), the same amount must be shown in column a)) 2,760,169. 0. 0. 0. 102,253. 454.584. 0. 0. 6 Enter the net total of e ach column as indicated below: a Corpus Add lines 3f, 4c, aiid4e Subtract line 5 b Prior years' undistributed income. Subtract line 4b from line 2b c Enter the amount of pr or years' undistributed income f or which a notice of deficiency has been iss ued, or on which the section 4942(a) tax has been previously assessed d Subtract line 6c from hne 6b. Taxable amount - see mstructic ns e Undistributed income f or 2004. Subtract line 4a from line 2a. Taxable amount - see mstr. f Undistributed income 1or 2005. Subtract lines 4d and Strom lin j 1. This amount must be distributed in 2006 7 Amounts treated as distnbutions out of corpus to satisfy requn ements imposed by section 170(b)(1)(E)o 4942(g)(3) 8 Excess distributions ca rryover from 2000 not applied on line 5 or line 7 9 Excess distributions carryover to 2006. Subtract lines 7 and 8 from line 6a 10 Analysis of line 9: a Excess from 2001 460,548. b Excess from 2002 364.774. c Excess from 2003 395.504. d Excess from 2004 622,542. e Excess from 2005 454,584. 3,214.753. 0. 0. 0. 0. 0. 0. 916,801. 2.297,952. Form 990-PF (2005) 523571 01-05-O6 41-6022514 Form 990-PE (2005) WHITNEY FOUNDATION | Part XIV | Private Operating Foundations (see instructions and Part VII-A, question 9) 1 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective fo r 2005, enter the date of the ruling *• b Check box to indicate whether the orgar ization is a private operating foundation described in section Prior 3 years Tax year 2 a Enter the lesser of the adjusted net (c) 2003 (b) 2004 (a) 2005 income from Part I or the minimum b c d e 3 a Page 9 N/A 4942(|)(3) or I (d) 2002 I 4942fiW5) (e) Total investment return from Part X for each year listed 85% of line 2a Qualifying distributions from Part XII, line 4 for each year listed Amounts included in line 2c not used directly for active conduct of exempt activities 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: "Assets' alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(])(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)(in) (3) Largest amount of support from an exempt organization (4) Gross investment income Part XV 1 Supplementary Information (Complete this part only if the organization had $5,000 or more in assets at any time during the year-see page 26 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 foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) WHEELOCK WHITNEY 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 NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here ^ I I if the organization only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the organization 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 of the person to whom applications should be addressed: CAROL VANORNUM, WHITNEY FNDN, 821 MARQUETTE, MPLS, MN 55402 b The form in which applications should be submitted and information and materials they should include: NO PARTICULAR FORM c Any submission deadlines: NONE d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: CHARITABLE 5 0 1 ( C ) ( 3 ) ORGANIZATIONS, NOT 5 0 9 ( A ) ( 2 ) 523581/01-05-08 Form 990-PF (2005) Form 990-PE (2005) WHITNEY FOUNDATION 41-6022514 Page 10 part XV |L. Supplementary Information (continued) —^ — ... 3 Grants and Contributions Paid During the Year or Approved for Future Payment If recipient is an individual, Recipient Foundation show any relationship to status of any foundation manager Name and address (home or business) recipient or substantial contributor a Paid during the year SCHEDULE ATTACHED NONE EXEMPT Total b Approved for future payment Purpose of grant or contribution Amount TO PROVIDE SUPPORT FOR PUBLIC CHARITABLE ORG 546,768. > 3a 546.768. NONE Total ^ 3b 523601/01-05-06 0. Form 990-PF (2005) 10 Form 990-PF-(2005) I Part XVI-A] WHITNEY FOUNDATION 41-6022514 Page 11 Analysis of Income-Producing Activities Unrelated business income Enter gross amounts unless otherwise indicated. D 1 Program service revenue: a b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 5 Net rental income or (loss) from real estate: a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income 8 Gam or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue: a WMC HEDGE FUND. LLP b IHW c WMC HEDGE FUND. LLP d KKW e 12 Subtotal. Add columns (b), (d), and (e) (3) Business code (b) Excluded by section 512, 513, or 514 Exclusion code Amount 14 (0 Amount (e) Related or exempt function income 62,327. 14 18 525990 1.884. 14 721. 525990 2.605. 13 Total. Add line 12, columns (b), (d), and (e) 14 65.618. <12.154. > <4.644.> 111.147. 13 0. 113.752 (See worksheet in line 13 instructions to verify calculations.) Part XVI-B I Line No. T 523611 01-05-08 Relationship of Activities to the Accomplishment of Exempt Purposes Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes). 11 Form 990-PF (2005) WHITNEY FOUNDATION 41-6022514 Paaei2 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations Yes No Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Form 990-PF(2005) I Part XVII] the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Transfers from the reporting organization to a nonchantable exempt organization oft (1) Cash 1a(1) (2) Other assets 1a(2) X X Other transactions: (1) Sales of assets to a nonchantable exempt organization 1b(1) (2) Purchases of assets from a nonchantable exempt organization 1b(2) (3) Rental of facilities, equipment, or other assets 1b(3) (4) Reimbursement arrangements 1b(4) (5) Loans or loan guarantees 1b(5) (6) Performance of services or membership or fundraismg solicitations 1b(6) 1c Sharing of facilities, equipment, mailing lists, other assets, or paid employees X X X X X X X 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 organization. If the organization received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received. (a) Line no (b) Amount involved (c) Name of nonchantable exempt organization (d) Description of transfers, transactions, and sharing arrangements N/A 2a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527' b If "Yes.' complete the following schedule. (a) Name of organization I Yes (b)Type of organization I No (c) Description of relationship N/A Under penalties of perjury, 1 declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge I c O) 55 Signature of officer or trustee Preparer's L signature T Firm's name (odours Title Date Date 11/03/06 JEAN E. WICKS. CPA VIRCHOW, KRAUSE & COMPANY, LLP ^7900 XERXES AVE. SO., SUITE 2400 address.atiflZIPcod! |r I MINNEAPOLIS. MN 55431-1115 Check if selfemployed w- EIN »> Preparer's SSN or PT1N I— | \_ I P00030316 39-0859910 nsen-employed), 523621 01-05-06 12 Phoneno. ( 9 5 2 ) 835-1344 Form 990-PF (2005) Schedule B (Form 990, 990-EZ, or • 990-PF) Department of the Treasury Internal Revenue Service Schedule of Contributors OMB No 1545-0047 Supplementary Information for line 1 of Form 990, 990-EZ, and 990-PF (see instructions) 2005 Name of organization Employer identification number 41-6022514 WHITNEY FOUNDATION Organization type (check one)' Filers of: Section: Form 990 or 990-EZ I | 501 (c)( I | 4947(a)(1) nonexempt charitable trust not treated as a pnvate foundation I | 527 political organization Form 990-PF ) (enter number) organization |_XJ 501(c)(3) exempt pnvate foundation I I 4947(a)(1) nonexempt charitable trust treated as a pnvate foundation I I 501 (c)(3) taxable pnvate 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 instnjctions.) General RuleI X I For organizations filing Form 990, 990-EZ, or 990-PF that received, dunng the year, $5,000 or more (in money or property) from any one contributor. (Complete Parts I and II.) Special RulesI I For a section 501 (c)(3) organization filing Form 990, or Form 990-EZ, that met the 33 1/3% support test under Regulations sections 1.509(a)-3/1 170A-9(e) and received from any one contnbutor, dunng the year, a contnbution of the greater of $5,000 or 2% of the amount on line 1 of these forms (Complete Parts I and II.) I I For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contnbutor, dunng the year, aggregate contnbutions or bequests of more than $1,000 for use exclusively for religious, chantable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. (Complete Parts I, II, and III.) I I For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contnbutor, during the year, some contributions for use exclusively for religious, chantable, etc., purposes, but these contnbutions did not aggregate to more than $1,000. (If this box is checked, enter here the total contnbutions that were received dunng the year for an exclusively religious, chantable, etc , purpose. Do not complete any of the Parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc , contnbutions of $5,000 or more during the year.) ^- $ Caution: Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990, 990-EZ, or 990-PF), but they must check the box in the heading of their Form 990, Form 990-EZ, or on line 2 of their Form 990-PF, to certify that they do not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, Form 990-EZ, and Form 990-PF. 523451 02-01-06 Schedule B (Form 990, 990-EZ, or 990-PF) (2005) Schedule B (Form flap, B90-EZ, or BSO-PF) (2005) Page Name of organization 1 o( 2 of Part I Employer identification number * WHITNEY FOUNDATION Part I Contributors (See Specific Instructions.) (b) Name, address, and ZIP + 4 (a) No. 1 41-6022514 (c) Aggregate contributions BENSON K. WHITNEY $ 601 CARLSON PKWY. # 8 0 0 MINNETONKA. MN 2 (c) Aggregate contributions WHEELOCK WHITNEY 601 CARLSON PKWY, # 8 0 0 MINNETONKA, MN (a) No. 3 $ (b) Name, address, and ZIP + 4 (c) Aggregate contributions WHEELOCK WHITNEY $ 55305 (c) Aggregate contributions 601 CARLSON PKWY. # 8 0 0 $ (c) Aggregate contributions WHEELOCK WHITNEY 601 CARLSON PKWY, # 8 0 0 (a) No. 6 50. 55305 MINNETONKA, MN $ 83. 1X 1 1 1 [ ] (d) Type of contribution Person Payroll Noncash 1 1 1 1 |X 1 (d) Type of contribution Person Payroll Noncash 1 1 1 1 |X 1 (d) Type of contribution Person Payroll Noncash 1 1 1 1 |_xJ (Complete Part II rf there is a noncash contnbution ) 55305 {b) Name, address, and ZIP + 4 (c) Aggregate contributions WHEELOCK WHITNEY 601 CARLSON PKWY, # 8 0 0 MINNETONKA. MN Person Payroll Noncash (Complete Part II rf there is a noncash contnbution ) (b) Name, address, and ZIP + 4 (a) No. 5 167. WHEELOCK WHITNEY MINNETONKA. MN (d) Type of contribution (Complete Part II if there is a noncash contnbution ) (b) Name, address, and ZIP + 4 (a) No. LXJ 1 1 [ ] (Complete Part II rf there is a noncash contribution.) 601 CARLSON PKWY, # 8 0 0 4 26,679. 55305 MINNETONKA, MN Person Payroll Noncash (Complete Part II if there is a noncash contribution.) 55305 (b) Name, address, and ZIP + 4 (a) No. 6.257. (d) Type of contribution $ 83. (d) Type of contribution Person Payroll Noncash 1 1 1 1 |X 1 (Complete Part II rf there is a noncash contnbution.) 55305 Schedule B (Form 990, 990-EZ, or 990-PF) (2005) 523452 02-01-08 14 Page Schedule B (Form 990, BBQ-EZ, or 990-PF) (2005) Contributors (See Specific Instructions) (b) Name, address, and ZIP + 4 (a) No. 7 2 QtPartl 41-6022514 WHITNEY FOUNDATION Part I 2 °l Employer identification number Name of organization (c) Aggregate contributions WHEELOCK WHITNEY 601 CARLSON PKWY, MINNETONKA, MN (a) No. #800 $ 83. (d) Type of contribution Person Payroll Noncash 1 1 I I |X 1 (Complete Part II rf there is a noncash contribution.) 55305 (c) Aggregate contributions (b) Name, address, and ZIP + 4 (d) Type of contribution Person Payroll Noncash $ C 1 [~1 [_ | (Complete Part II rf there is a noncash contribution ) (a) No. (c) Aggregate contributions (b) Name, address, and ZIP + 4 (d) Type of contribution Person Payroll Noncash $ 1 I | 1 I | (Complete Part II if there is a noncash contribution.) (a) No. (c) Aggregate contributions (b) Name, address, and ZIP + 4 (d) Type of contribution Person Payroll Noncash $ 1 1 | 1 1 | (Complete Part II if there is a noncash contribution.) (a) No. (c) Aggregate contributions (b) Name, address, and ZIP + 4 (d) Type of contribution Person Payroll Noncash $ 1 1 1^1 | | (Complete Part II if there is a noncash contnbution ) (a) No. (c) Aggregate contributions (b) Name, address, and ZIP + 4 $ (d) Type of contribution Person Payroll Noncash 1 1 l~~l [ ] (Complete Part II if there is a noncash contnbution.) Schedule B (Form 990, 990-EZ, or 990-PF) (2005) 523452 02-01-OB 15 Schedule B (Farm 9QO, S90-EZ, or 9BO-PF) (2005) Page Name of organization 4 1 of Part II 41-6022514 WHITNEY FOUNDATION Part II 1 of Employer identification number Noncash Property (See Specific Instructions.) (a) No, from Parti (c) FMV (or estimate) (see instructions) (b) Description of noncash property given 1,000 SHARES LIFETIME (d) Date received FITNESS 3 $ (a) No. from Parti (c) FMV (or estimate) (see instructions) (b) Description of noncash property given 300 25,987. 04/13/05 (d) Date received SHARES LIFETIME FITNESS 4 $ (a) No. from Parti (c) FMV (or estimate) (see instructions) (b) Description of noncash property given 500 8,475. 05/19/05 (d) Date received SHARES LIFETIME FITNESS 5 $ (a) No. from Parti (c) FMV (or estimate) (see instructions) (b) Description of noncash property given 500 16,674. 07/11/05 (d) Date received SHARES LIFETIME FITNESS 6 $ (a) No. from Parti (c) FMV (or estimate) (see instructions) (b) Description of noncash property given 500 16,725. 08/26/05 (d) Date received SHARES LIFETIME FITNESS 7 $ (a) No. from Parti 16,475. (c) FMV (or estimate) (see instructions) (b) Description of noncash property given 09/30/05 (d) Date received $ Schedule B (Form 990. 990-EZ, or 990-PF) (2005) 523453 02-01-09 16 » J »£-j WHITNEY FOUNDATION FORM 8688 41-6022514 EXPLANATION FOR EXTENSION STATEMENT 14 EXPLANATION THE TAXPAYER IS MISSING INFORMATION NECESSARY TO FILE A COMPLETE AND ACCURATE RETURN IN THE TIME PRESCRIBED BY LAW. THEREFORE, AN ADDITIONAL EXTENSION OF TIME TO FILE IS RESPECTFULLY REQUESTED. FORM 8688 EXPLANATION FOR EXTENSION STATEMENT 15 EXPLANATION THE TAXPAYER IS MISSING INFORMATION NECESSARY TO FILE A COMPLETE AND ACCURATE RETURN IN THE TIME PRESCRIBED BY LAW. THEREFORE, AN ADDITIONAL EXTENSION OF TIME TO FILE IS RESPECTFULLY REQUESTED. 39 STATEMENTS) 14, 15 CONTINUATION FOR 990-PF, PART IV 41-6022514 PAGE 1 OF 3 WHITNEY FOUNDATION | Part IV . Capital Gains and Losses for Tax on Investment Income (a) List and describe the kmd(s) of property sold, e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co. 1a b c d e f g h i i k 1 m n o 1,000 SH LIFETIME FITNESS 3 , 0 0 0 SH LIFETIME FITNESS 1,000 SH LIFETIME FITNESS 300 SH LIFETIME FITNESS 500 SH LIFETIME FITNESS 500 SH LIFETIME FITNESS 500 SH LIFETIME FITNESS WMC HEDGE FUND - IHW WMC HEDGE FUND - IHW WMC HEDGE FUND - KKW WMC HEDGE FUND - KKW WMC INTERNATIONAL FUND - IHW WMC INTERNATIONAL FUND - IHW WMC INTERNATIONAL FUND - KKW WMC INTERNATIONAL FUND - KKW (f) Depreciation allowed (e) Gross sales price (or allowable) a b c d e f a h i 1 k 1 m n (b) How acquiredl(c, Date acquired H (d) Date sold P - Purchase /mn riau ur \ D - Donation (mo- day> yr-> (mo., day, yr.) D 0 6 / 2 9 / 9 201/04/05 D 0 6 / 2 9 / 9 201/03/05 D 0 6 / 2 9 / 9 2 04/13/05 D 0 6 / 2 9 / 9 20 5 / 2 4 / 0 5 D 0 6 / 2 9 / 9 2 07/11/05 D 0 6 / 2 9 / 9 208/31/05 D 0 6 / 2 9 / 9 20 9 / 3 0 / 0 5 (g) Cost or other basis plus expense of sale (h) Gam or (loss) (e) plus (f) minus (g) 167. 500. 167. 50. 83. 83. 83. 25,144. 77,522. 25,987. 8,460. 16,674. 16,649. 16,399. 24.977. 77,022. 25,820. 8,410. 16,591. 16,566. 16.316. 3.139. 4.036. 1.212. 1.099. 22. 31.227. 8. 13.324. 0 Complete only for assets showing gam in column (h) and owned by the foundation on 12/31/69 (j) Adjusted basis (k) Excess of col. (i) (i)F.M.V. as of 12/31/69 as of 12/31/69 over col. (j), if any (1) Losses (from col. (h)) Gams (excess of col. (h) gam over col. (k), but not less than "-0-") 24,977. 77.022. 25.820. 8,410. 16,591. 16,566. 16,316. 3,139. 4.036. 1.212. 1.099. 22. 31.227. 8. 13.324. a b c d e f g h i i k 1 m n 0 „ .. . . . . ,. . 2 Capital gam net income or (net capital loss) r If gam, also entenn Part 1, line 7 •> ( |f ^oss) enter -.g-' m Part 1 line 7 ) 3 Net short-term capital gam or (loss) as defined in sections 1222(5) and (6): If gam, also enter in Part 1, line 8, column (c). If (loss), enter "-0-" in Part 1, line 8 2 1 t J 523581 05-01-05 17 3 CONTINUATION FOR 990-PF, PART IV 41-6022514 PAGE 2 OF 3 WHITNEY FOUNDATION [ Part IV {. Capital Gains and Losses for Tax on Investment Income (a) List and describe the kmd(s) of property sold, e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co. 1a b c d e f a h i i k I m n o WMC LARGE WMC LARGE WMC LARGE WMC LARGE WMC SMALL WMC SMALL WMC SMALL WMC SMALL WMC SMALL WMC SMALL WMC SMALL WMC SMALL WP/KOPP WP/KOPP WMC FIXED CAP GROWTH FUND - IHW CAP GROWTH FUND - IHW CAP GROWTH FUND - KKW CAP GROWTH FUND - KKW & MIDCAP GROWTH FUND - IHW & MIDCAP GROWTH FUND - IHW & MIDCAP GROWTH FUND - KKW & MIDCAP GROWTH FUND - KKW & MIDCAP VALUE FUND - IHW & MIDCAP VALUE FUND - IHW & MIDCAP VALUE - KKW & MIDCAP VALUE FUND - KKW P P INCOME - IHW (f) Depreciation allowed (e) Gross sales price (or allowable) a b c d e f g h i i k 1 m n (b) How acquired j c \ rjaje acquired (d) Date sold D-Don^n (m°" dav- V-) (mo., day, yr.) VARIOUS VARIOUS VARIOUS VARIOUS (h) Gam or (loss) (e) plus (f) minus (g) (g) Cost or other basis plus expense of sale <63.> <5,032.> <38.> <1,243.> 554. 3,315. 558. 21.744. 11.467. 2,866. 3,362. 12,027. 1.045. 2,206. <9,561.> 31.305. 11.589. <122 .> <47.> 0 Complete only for assets showing gain m column (h) and owned by the foundation on 12/31/69 (j) Adjusted basis (k) Excess of col. (i) (i)F.M.V.asof12/31/69 as of 12/31/69 over col. (j), if any (1) Losses (from col. (h)) Gams (excess of col. (h) gam over col. (k), but not less than "-0-") a b c d e f g h i i k 1 m n <63.> <5,032.> <38.> <1,243.> 0 <47.> 2 Capital gam net income or (net capital loss) 554. 3,315. 558. 2,866. 3,362. 12.027. 1.045. 2.206. <9.561.> <122 .> { |f ^o'ssf enter" '-D-^m Part I "line 7 ) 3 Net short-term capital gam or (loss) as defined m sections 1222(5) and (6): If gam, also enter in Part 1, line 8, column (c). If (loss), enter '-0-' in Part 1, line 8 2 "1 t J 5235B1 05-01-05 18 3 CONTINUATION FOR 990-PF, PART IV 41-6022514 PAGE 3 OF 3 WHITNEY FOUNDATION | Part IV . Capital Gains and Losses for Tax on Investment Income (a) List and describe the kmd(s) of property sold, e.g., real estate, ' 2-story brick warehouse; or common stock, 200 shs. MLC Co. 1a WMC FIXED INCOME b c d e f (b p^0pWurchqaUseed ^ Date ac(luired (d) Date sold KKW Q h i 1 k 1 m n 0 (e) Gross sales price (f) Depreciation allowed (or allowable) (g) Cost or other basis plus expense of sale (h) Gam or (loss) (e) plus (f) minus (g) <15 . a b c d e f g h i i k 1 m n 0 Complete only for assets showing gam in column (h) and owned by the foundation on 12/31/69 (j) Adjusted basis (k) Excess of col. (i) (i)F.M.V. as of 12/31/69 as of 12/31/69 over col. (j), if any (I) Losses (from col. (h)) Gains (excess of col. (h) gam over col. (k), but not less than '-0-') <15 . a b c d e f g h i I k 1 m n 0 „ .. . , . . ,, . 2 Capital gam net income or (net capital loss) r If gam, also enter in Part 1, line 7 i ( „ fios^ enter ..0.. ,n Part' ,_ hne 7 } 3 Net short-term capital gam or (loss) as defined in sections 1222(5) and (6): If gam, also enter in Part 1, line 8, column (c). If (loss), enter '-0-' m Part 1, line 8 "1 t J 523591 05-01-05 19 249,581. 2 3 N/A WHITNEY FOUNDATION FORM 990-PF 41-6022514 GAIN OR (LOSS) FROM SALE OF ASSETS STATEMENT 1 (A) DESCRIPTION OF PROPERTY MANNER ACQUIRED DATE ACQUIRED DATE SOLD 1,000 SH LIFETIME FITNESS DONATED 06/29/92 01/04/05 (B) GROSS SALES PRICE (C) VALUE AT TIME OF ACQ. 25,144. (D) EXPENSE OF SALE 25,190. (E) (F) DEPREC. GAIN OR LOSS <46.> 0. 0. (A) DESCRIPTION OF PROPERTY MANNER ACQUIRED DATE ACQUIRED DATE SOLD 3,000 SH LIFETIME FITNESS DONATED 06/29/92 01/03/05 (B) GROSS SALES PRICE (C) VALUE AT TIME OF ACQ. 77,522. (D) EXPENSE OF SALE 75,570. (E) (F) DEPREC. GAIN OR LOSS 1,952. 0. 0. (A) DESCRIPTION OF PROPERTY MANNER ACQUIRED DATE ACQUIRED DATE SOLD 1,000 SH LIFETIME FITNESS DONATED 06/29/92 04/13/05 (B) GROSS SALES PRICE 25,987. (C) VALUE AT TIME OF ACQ. (D) EXPENSE OF SALE 25,987. 0. 20 (E) (F) DEPREC. GAIN OR LOSS 0. 0. STATEMENT(S) 1 WHITNEY FOUNDATION 41-6022514 (A) DESCRIPTION OF PROPERTY MANNER ACQUIRED DATE ACQUIRED DATE SOLD 300 SH LIFETIME FITNESS DONATED 06/29/92 05/24/05 GROSS SALES PRICE 8,460. (C) VALUE AT TIME OF ACQ. (D) EXPENSE OF SALE (E) (F) DEPREC. GAIN OR LOSS 0. 8,475. 0. (A) DESCRIPTION OF PROPERTY MANNER ACQUIRED DATE ACQUIRED DATE SOLD 500 SH LIFETIME FITNESS DONATED 06/29/92 07/11/05 (B) GROSS SALES PRICE 16,674. (C) VALUE AT TIME OF ACQ. (D) EXPENSE OF SALE (E) (F) DEPREC. GAIN OR LOSS 0. 16,674. 0. 0. (A) DESCRIPTION OF PROPERTY MANNER ACQUIRED DATE ACQUIRED DATE SOLD 500 SH LIFETIME FITNESS DONATED 06/29/92 08/31/05 (B) GROSS SALES PRICE 16,649. (C) VALUE AT TIME OF ACQ. (D) EXPENSE OF SALE (E) (F) DEPREC. GAIN OR LOSS 0. 16,725. <76.: 0. (A) DESCRIPTION OF PROPERTY MANNER ACQUIRED DATE ACQUIRED DATE SOLD 500 SH LIFETIME FITNESS DONATED 06/29/92 09/30/05 (B) GROSS SALES PRICE 16,399. (C) VALUE AT TIME OF ACQ. (D) EXPENSE OF SALE 0. 16,475. 21 (E) (F) DEPREC. GAIN OR LOSS 0. <76.> STATEMENT(S) 1 WHITNEY FOUNDATION 41-6022514 MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY DATE ACQUIRED DATE SOLD PURCHASED WMC HEDGE FUND - IHW (B) GROSS SALES PRICE (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. (E) (F) DEPREC . GAIN OR LOSS 0. 0. (A) DESCRIPTION OF PROPERTY 0. MANNER ACQUIRED 3,139. DATE ACQUIRED DATE SOLD PURCHASED WMC HEDGE FUND - IHW (B) GROSS SALES PRICE (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. (E) (F) DEPREC . GAIN OR LOSS 0. 0. (A) DESCRIPTION OF PROPERTY 4,036. 0. MANNER ACQUIRED DATE ACQUIRED DATE SOLD PURCHASED WMC HEDGE FUND - KKW (B) GROSS SALES PRICE (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. (E) (F) DEPREC . GAIN OR LOSS 0. 0. (A) DESCRIPTION OF PROPERTY 1,212. 0. MANNER ACQUIRED DATE ACQUIRED DATE SOLD PURCHASED WMC HEDGE FUND - KKW (B) GROSS SALES PRICE (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. 0. 0. 22 (E) (F) DEPREC . GAIN OR LOSS 0. 1,099. STATEMENT(S) 1 WHITNEY FOUNDATION 41-6022514 MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY (D) EXPENSE OF SALE (C) COST OR OTHER BASIS (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. GAIN OR LOSS 0. (F) DEPREC. GAIN OR LOSS 31,227. 0. DATE ACQUIRED DATE SOLD PURCHASED WMC INTERNATIONAL FUND - KKW (D) EXPENSE OF SALE (E) (F) DEPREC. GAIN OR LOSS 0. 0. 8. 0. MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY DATE ACQUIRED DATE SOLD PURCHASED WMC INTERNATIONAL FUND - KKW (C) COST OR OTHER BASIS DATE SOLD (E) MANNER ACQUIRED (C) COST OR OTHER BASIS 22. DATE ACQUIRED 0. 0. (A) DESCRIPTION OF PROPERTY (B) GROSS SALES PRICE DEPREC. PURCHASED WMC INTERNATIONAL FUND - IHW (B) GROSS SALES PRICE (F) MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY (B) GROSS SALES PRICE (E) 0. 0. 0. DATE SOLD PURCHASED WMC INTERNATIONAL FUND - IHW (B) GROSS SALES PRICE DATE ACQUIRED (D) EXPENSE OF SALE 0. 0. 23 (E) (F) DEPREC. GAIN OR LOSS 0. 13,324. STATEMENT(S) 1 41-6022514 WHITNEY FOUNDATION MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY (D) EXPENSE OF SALE (C) COST OR OTHER BASIS DATE SOLD (E) (F) DEPREC. GAIN OR LOSS 0. MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY <5,032.> DATE ACQUIRED DATE SOLD PURCHASED WMC LARGE CAP GROWTH FUND - KKW (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. <63.> DATE ACQUIRED 0. 0. 0. 0. 0. (E) (F) DEPREC. GAIN OR LOSS - 0. MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY <38.> DATE ACQUIRED DATE SOLD PURCHASED WMC LARGE CAP GROWTH FUND - KKW (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. GAIN OR LOSS 0. (D) EXPENSE OF SALE (C) COST OR OTHER BASIS (B) GROSS SALES PRICE DEPREC. PURCHASED WMC LARGE CAP GROWTH FUND - IHW (B) GROSS SALES PRICE (F) MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY (B) GROSS SALES PRICE (E) 0. 0. 0. DATE SOLD PURCHASED WMC LARGE CAP GROWTH FUND - IHW (B) GROSS SALES PRICE DATE ACQUIRED 0. 0. 24 (E) (F) DEPREC. GAIN OR LOSS 0. <1,243.> STATEMENT(S) 1 WHITNEY FOUNDATION 41-6022514 MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY WMC SMALL & MIDCAP GROWTH FUND - IHW (B) GROSS SALES PRICE 0. 0. 0. 0. GAIN OR LOSS (D) EXPENSE OF SALE (F) DEPREC. GAIN OR LOSS 3,315. 0. DATE ACQUIRED DATE SOLD (E) (F) DEPREC. GAIN OR LOSS 0. 0. 558. 0. MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY DATE ACQUIRED DATE SOLD PURCHASED WMC SMALL & MIDCAP GROWTH FUND - KKW (D) EXPENSE OF SALE (C) COST OR OTHER BASIS DATE SOLD PURCHASED WMC SMALL & MIDCAP GROWTH FUND - KKW 0. DATE ACQUIRED (E) MANNER ACQUIRED (C) COST OR OTHER BASIS 554. 0. 0. (A) DESCRIPTION OF PROPERTY 0. DEPREC. PURCHASED (D) EXPENSE OF SALE (C) COST OR OTHER BASIS (B) GROSS SALES PRICE (F) MANNER ACQUIRED WMC SMALL & MIDCAP GROWTH FUND - IHW (B) GROSS SALES PRICE (E) 0. (A) DESCRIPTION OF PROPERTY (B) GROSS SALES PRICE DATE SOLD PURCHASED (D) EXPENSE OF SALE (C) COST OR OTHER BASIS DATE ACQUIRED 0. 0. 25 (E) (F) DEPREC. GAIN OR LOSS 0. 2,866. STATEMENTS) 1 WHITNEY FOUNDATION 41-6022514 MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. 0. 0. (D) EXPENSE OF SALE GAIN OR LOSS DATE ACQUIRED DATE SOLD (E) (F) DEPREC. GAIN OR LOSS 12,027. 0. MANNER ACQUIRED DATE ACQUIRED DATE SOLD PURCHASED WMC SMALL & MIDCAP VALUE - KKW (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. 3,362. 0. 0. 0. (A) DESCRIPTION OF PROPERTY (E) (F) DEPREC. GAIN OR LOSS 0. 0. 0. MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY 1,045. DATE ACQUIRED DATE SOLD PURCHASED WMC SMALL & MIDCAP VALUE FUND - KKW (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. DEPREC. PURCHASED (C) COST OR OTHER BASIS (B) GROSS SALES PRICE (F) MANNER ACQUIRED WMC SMALL & MIDCAP VALUE FUND - IHW (B) GROSS SALES PRICE (E) 0. (A) DESCRIPTION OF PROPERTY (B) GROSS SALES PRICE DATE SOLD PURCHASED WMC SMALL & MIDCAP VALUE FUND - IHW (B) GROSS SALES PRICE DATE ACQUIRED 0. 0. 26 (E) (F) DEPREC. GAIN OR LOSS 0. 2,206. STATEMENT(S) 1 WHITNEY FOUNDATION 41-6022514 MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY WP/KOPP PURCHASED (B) GROSS SALES PRICE (C) VALUE AT TIME OF ACQ. 21,744. (D) EXPENSE OF SALE WP/KOPP (C) VALUE AT TIME OF ACQ. 11,467. (F) DEPREC. GAIN OR LOSS 0. DATE SOLD PURCHASED VARIOUS VARIOUS (E) (F) DEPREC. GAIN OR LOSS 0. 0. WMC FIXED INCOME - IHW PURCHASED (D) EXPENSE OF SALE (D) EXPENSE OF SALE (C) COST OR OTHER BASIS 0. (F) DEPREC. GAIN OR LOSS 0. <47.> DATE ACQUIRED DATE SOLD PURCHASED WMC FIXED INCOME - KKW (B) GROSS SALES PRICE DATE SOLD (E) MANNER ACQUIRED (A) DESCRIPTION OF PROPERTY <122.> DATE ACQUIRED 0. 0. <9,561.> DATE ACQUIRED MANNER ACQUIRED 0. VARIOUS MANNER ACQUIRED (D) EXPENSE OF SALE 11,589. (C) COST OR OTHER BASIS VARIOUS (E) (A) DESCRIPTION OF PROPERTY (B) GROSS SALES PRICE DATE SOLD 0. 31,305. (A) DESCRIPTION OF PROPERTY (B) GROSS SALES PRICE DATE ACQUIRED 0. 0. (E) (F) DEPREC. GAIN OR LOSS 0. <15.> 0. CAPITAL GAINS DIVIDENDS FROM PART IV 65,618. TOTAL TO FORM 990-PF, PART I, LINE 6A 27 STATEMENT(S) 1 41-6022514 WHITNEY FOUNDATION FORM '990-PF DIVIDENDS AND INTEREST FROM SECURITIES SOURCE GROSS AMOUNT STATEMENT CAPITAL GAINS DIVIDENDS 2 COLUMN (A) AMOUNT 10,590. 12,329. 3,941. 16,950. 6,472. 3,712. 1,320. 2,933. 1,080. 0. 0. 0. 0. 0. 0. 0. 0. 0. 10,590. 12,329. 3,941. 16,950. 6,472. 3,712. 1,320. 2,933. 1,080. 229. 0. 229. 142. 0. 142. 1,842. 0. 1,842. WMC SMALL & MID CAP VALUE FUND KKW WP/KOPP 776. 11. 0. 0. 776. 11. TOTAL TO FM 990-PF, PART I , LN 4 62,327. 0. 62,327. MORGAN STANLEY WMC FIXED INCOME - IHW WMC FIXED INCOME - KKW WMC HEDGE FUND - IHW WMC HEDGE FUND - KKW WMC INTERNATIONAL FUND - IHW WMC INTERNATIONAL FUND - KKW WMC LARGE CAP GROWTH FUND - IHW WMC LARGE CAP GROWTH FUND - KKW WMC SMALL & MID CAP GROWTH FUND - IHW WMC SMALL & MID CAP GROWTH FUND - KKW WMC SMALL & MID CAP VALUE FUND IHW FORM 990-PF STATEMENT OTHER INCOME DESCRIPTION (A) REVENUE PER BOOKS (B) NET INVESTMENT INCOME (C) ADJUSTED NET INCOME WMC HEDGE FUND, LLP - IHW WMC HEDGE FUND, LLP - KKW <10, 270. > <3, 923. > <12,154,» ^ <4,644,» ^ TOTAL TO FORM 990-PF, PART I, LINE 11 <14, 193. > <16,798, 28 3 i^ STATEMENT(S) 2, 3 41-6022514 WHITNEY FOUNDATION FORM 9'90-PF ACCOUNTING FEES (A) EXPENSES PER BOOKS DESCRIPTION STATEMENT (B) NET INVESTMENT INCOME (C) ADJUSTED NET INCOME 4 (D) CHARITABLE PURPOSES VIRCHOW, KRAUSE & COMPANY LLP 2,100. 0. 2,100. TO FORM 990-PF, PG 1 , LN 16B 2,100. 0. 2,100. FORM 990-PF OTHER PROFESSIONAL FEES DESCRIPTION OTHER PROFESSIONAL FEES WP/KOPP INVESTMENT FEES WMC INTERNATIONAL FUND KKW (A) EXPENSES PER BOOKS (B) NET INVESTMENT INCOME STATEMENT (C) ADJUSTED NET INCOME 5 (D) CHARITABLE PURPOSES 3,891. 236. 0. 236. 3,891. 0. 178. 178. 0. 480. 480. 0. 231. 231. 0. 625. 625. 0. 142. 142. 0. 337. 1,956. 750. 337. 1,956. 750. 0. 0. 0. 120. 120. 0. 78. 1,504. 476. 78. 1,504. 476. 0. 0. 0. 11,004. 7,113. 3,891. WMC INTERNATIONAL FUND IHW WMC LARGE CAP GROWTH FUND - KKW WMC LARGE CAP GROWTH FUND - IHW WMC SMALL & MID CAP VALUE FUND - KKW WMC SMALL & MID CAP VALUE FUND - IHW WMC HEDGE FUND - IHW WMC HEDGE FUND - KKW WMC SMALL & MID CAP GROWTH FUND - IHW WMC SMALL & MID CAP GROWTH FUND - KKW WMC FIXED INCOME - IHW WMC FIXED INCOME - KKW TO FORM 990-PF, PG 1 , LN 16C 29 STATEMENT(S) 4, 5 WHITNEY FOUNDATION 41-6022514 FORM 990-PF TAXES (A) DESCRIPTION EXPENSES PER BOOKS STATEMENT (B) NET INVESTMENT INCOME (C) ADJUSTED NET INCOME (D) CHARITABLE PURPOSES STATE ANNUAL REGISTRATION 25. 515. 0. 515. 25. 0. 8,210. 2,678. 0. 0. 0. 0. FEE FOREIGN TAX WITHHELD FEDERAL ESTIMATE PAYMENTS - CURRENT YEAR FEDERAL TAX PRIOR YEAR 515 TO FORM 990-PF, PG 1, LN 18 11,428. FORM 990-PF OTHER EXPENSES DESCRIPTION (A) EXPENSES PER BOOKS 25. STATEMENT (B) NET INVESTMENT INCOME (C) ADJUSTED NET INCOME (D) CHARITABLE PURPOSES MN COUNCIL ON FOUNDATION DUES MISCELLANEOUS EXPENSES 2,175. 530. 0. 130. 2,175. 400. TO FORM 990-PF, PG 1, LN 23 2,705. 130. 2,575. FORM 990-PF STATEMENT OTHER INVESTMENTS BOOK VALUE DESCRIPTION KOPP INV WMC INTERNATIONAL FUND - KKW WMC INTERNATIONAL FUND - IHW WMC LARGE CAP GROWTH FUND - IHW WMC LARGE CAP GROWTH FUND - KKW WMC SMALL & MID CAP VALUE FUND - IHW WMC SMALL & MID CAP VALUE FUND - KKW WMC HEDGE FUND - IHW WMC HEDGE FUND - KKW WMC SMALL CAP GROWTH FUND - IHW WMC SMALL CAP GROWTH FUND - KKW LIFETIME FITNESS WMC FIXED INCOME - IHW WMC FIXED INCOME - KKW TOTAL TO FORM 990-PF, PART II, LINE 13 30 8 FAIR MARKET VALUE 0. 63,551. 178,510. 162,673. 63,454. 98,692. 37,616. 169,731. 70,566. 46,040. 27,476. 0. 504,434. 167,910. 0. 73,324. 206,291. 222,686. 81,938. 103,627. 43,654. 182,758. 75,987. 53,981. 33,488. 0. 503,210. 167,475. 1,590,653. 1,748,419. STATEMENT(S) 6, 7, 8 WHITNEY FOUNDATION FORM 9.90-PF 41-6022514 PART VIII - LIST OF OFFICERS, DIRECTORS TRUSTEES AND FOUNDATION MANAGERS NAME AND ADDRESS TITLE AND AVRG HRS/WK STATEMENT 9 EMPLOYEE BEN PLAN EXPENSE CONTRIB ACCOUNT COMPENSATION WHEELOCK WHITNEY 601 CARLSON PKWY, SUITE 800 MINNETONKA, MN 55305 PRESIDENT 0.00 0. 0. 0. MARY WHITNEY 821 MARQUETTE, SUITE 1900 MINNEAPOLIS, MN 55402 DIRECTOR 0.00 0. 0. 0. JOSEPH WHITNEY 601 CARLSON PKWY, SUITE 800 MINNETONKA, MN 55305 SECRETARY/TREASURER 0.00 0. 0. 0. BENSON WHITNEY 821 MARQUETTE, SUITE 1900 MINNEAPOLIS, MN 55402 DIRECTOR 0.00 0. 0. 0. WHEELOCK WHITNEY III 601 CARLSON PKWY, SUITE 800 MINNETONKA, MN 55305 VICE-PRESIDENT 0.00 0. 0. 0. PENNELL WHITNEY 601 CARLSON PKWY, SUITE 800 MINNETONKA, MN 55305 DIRECTOR 0.00 0. 0. 0. 0. 0. 0. TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII 31 STATEMENT(S) 9 Form 2220 Underpayment of Estimated Tax by Corporations OMB No 1545-0142 See separate instructions. >• Attach to the corporation's tax return. 2005 Department of the Treasury Internal Revenue Service FORM 990-PF Employer identification number 41-6022514 Note: Generally, the corporation is not required to file Form 2220. (see Part II below for exceptions) because the IRS will figure any penalty owed and bill the corporation. However, the corporation may still use Form 2220 to figure the penalty. If so, enter the amount from page 2, line 34 on the estimated tax penalty line of the corporation's income tax return, but do not attach Form 2220. Name WHITNEY FOUNDATION I Part I | Required Annual Payment 5.550, 1 Total tax (see instructions) 2a 2 a Personal holding company tax (Schedule PH (Form 1120), line 26) included on line 1 b Look-back interest included on line 1 under section 460(b)(2) for completed long-term 2b contracts or of section 167(g) for depreciation under the income forecast method 2c c Credit for Federal tax paid on fuels (see instructions) 2d d Total. Add lines 2a through 2c 3 Subtract line 2d from line 1. If the result is less than $500, do not complete or file this form. The corporation 5.550. does not owe the penalty 4 Enter the tax shown on the corporation's 2004 income tax return (see instructions). Caution: If the tax is zero 8.930. or the tax year was for less than 12 months, skip this line and enter the amount from line 3 on line 5 5 Required Annual Payment Enter the smaller of line 3 or line 4. If the corporation is required to skip line 4, 5.550. enter the amount from line 3 Part II | Reasons for Filing - Check the boxes below that apply. If any boxes are checked, the corporation must file Form 2220 even if it does not owe a penalty (see instructions). The corporation is using the adjusted seasonal installment method. The corporation is using the annuahzed income installment method. The corporation is a "large corporation' figuring its first required installment based on the prior year's tax Part III I Figuring the Underpayment (b) (a) 9 Installment due dates. Enter in columns (a) through (d) the 1 5th day of the 4th (Form 990-PF filers: Use 5th month), 6th, 9th, and 12th months of the corporation's tax year 9 05/15/05 (c) 06/15/05 (d) 09/15/05 12/15/05 10 Required installments. If the box on line 6 and/or line 7 above is checked, enter the amounts from Schedule A, line 38. If the box on line 8 (but not 6 or 7) is checked, see instructions for the amounts to enter. If none of these boxes are checked, enter 25% of line 5 above in each column 10 1,388. 1.387. 1,388. 1.387. 11 3.250. 3.304. 1,654. 2. 1.862. 5.166. 3,779. 5,433. 4.045. 4.047. 5.166. 5,433. 4,047. 0. 0. 3,779. 4.045. 1 1 Estimated tax paid or credited for each period (see instructions). For column (a) only, enter the amount from line 11 online 15 Complete lines 12 through 18 of one column before going to the next column. 12 Enter amount, if any, from line 18 of the preceding column 13 Add lines 11 and 12 14 Add amounts on lines 16 and 17 of the preceding column 15 Subtract line 14 from line 13. If zero or less, enter -016 If the amount on line 15 is zero, subtract line 13 from line 17 Underpayment. If line 15 is less than or equal to line 10, 14. Otherwise, enter -0- 12 13 14 15 3.250. 16 subtract line 15 from line 10. Then go to line 12 of the next column. Otherwise, go to line 18 17 18 Overpayment. If line 10 is less than line 15, subtract line 10 from line 15. Then ao to line 12 of the next column 18 1.862. Go to Part IV on page 2 to figure the penalty. Do not go to Part IV if there are no entries on line 17 • no penalty is owed. JWA Form 2220 (2005) For Paperwork Reduction Act Notice, see separate instructions. 512801 01-18-08 32 FORM 990-PF Form 2220 (2005) 41-6022514 WHITNEY FOUNDATION Paoe 2 Part IV | Figuring the Penalty (c) (b) (a) (d) 19 Enter the date of payment or the 15th day of the 3rd month after the close of the tax year, whichever is earlier (see instructions). (Form 990-PF and Form 990-T filers: Use 5th month instead of 3rd month.) 19 20 Number of days from due date of installment on line 8 to the 20 date shown on line 18 2 1 Number of days on line 20 after 4/15/2005 and before 10/1/2005 21 22 22 S Underpayment on line 17 x Number of days on line 21 x 6% S $ $ $ $ $ $ $ $ S S $ $ S S 365 23 Number of days on line 20 after 8/30/2005 and before 4/1/2006 23 24 Underpayment on line 17 x Number of days on line 23 x 7% 24 $ 365 25 Number of days on line 20 after 3/3 1/2006 and before 7/1/2006 25 26 Underpayment on line 17 x Number of days on line 25 X •% 26 $ 365 27 Number of days on line 20 after 6/30/2008 and before 10/1/2006 27 28 Underpayment on line 17 x Number of days on line 27 x "% 28 $ 365 29 Number of days on line 20 after 8/30/2008 and before 1/1/2007 29 30 Underpayment on line 17 x Number of days on line 28 x *% 30 S 365 3 1 Number of days on line 20 after 12/31/2006 and before 2/16/2007 31 32 32 $ S S S 33 $ $ S S Underpayment on line 17 x Number of days on line 31 x "% 305 33 ASd lines 22, 24, 26, 28, 30, and 32 34 Penalty. Add columns (a) through (d), of line 33. Enter the tc tal here and on Form 1 120; line 33, Form 1120-A, line 29; or the comparable line for other income tax returns 34 $ * Fftr itnHarngumontc naiH aftar Mgrfh Q1 ,OnAK' Fnr Imnc 9fi 9H on anH T9, nco tho nonaltv intprpct rato fnr oarh ralpnriar miartor \whirh thp IRS will determine during the first month in the preceding quarter, these rates are published quarterly in an IRS News Release and in a revenue ruling in the Internal Revenue Bulletin. To obtain this information on the Internet, access the IRS website at www.irs.gov. You can also call 1-800-829-4933 to get interest rate information. 0. Form 2220 (2005) JWA 512802 01-16-06 33 Charity 1000 Friends Of Minnesota/WW Consent (218) AAO - Aquatennial Ambassad/WWPersConsent (104) Abbott NW Hospital Fdn/KKW (324) Academy of Holy Angels (400) Adoption Option, The (394) African American Lit (101) Afton Press/WW Consent (158) America's Second Harvest (393) American Legion/WWPersConsent (9) American Red Cross (385) American Refugee Committee/Fdn Consent (199) American Refugee Committee/KKW (410) American Refugee Conunittee/Persph Fund (109) Amicus, Inc./Fdn Consent (76) Animal Humane Horse Shw/WW Consent (151) Animal Humane Society/Koch's Event (172) Archdiocesan AIDS Ministry/Fdn Consent (307) Art In Bloom/WW Consent (170) Bailey House/Fdn Consent (274) Bakken Library And Museum/WW Consent (132) Basilica of St Mary/WWPers Pledge (315) Bolder Options (238) Boys & Girls Clubs of the/Twin Cities (83) Breast Cancer 3-Day (135) Bridge for Runaway Youth/Fdn Consent (330) CARE Fdn No Show Ball/WW Consent (198) Carmelite Monastery (118) Caron Foundation (392) Cato Institute/WW Consent (134) Caux Round Table/WWPers Pledge (173) Center for Civic Participa/WWPers Pledge (156) Center of the American Exp/WW Consent (195) Changemakers/WW Consent (229) Charities Review Council/Fdn Consent (314) Children's Fdn Hospital/Fdn Consent (30) Children's HeartLink (190) Children's Home Society/Fdn Consent (7) Children's Home Society/WW Pers Other (207) Children's Hospital Assoc (24) Children's Law Ctr of MN (407) Children's Music and Arts (105) Children's Theatre CoTFdn Consent (33) Children's Theatre Co./WWPers Pledge (216) Christina-Ina-Inka Lake As (347) Chrysalis/Fdn Consent (331) Church of the Ascension (100) Citizens League/Fdn Consent (234) City Of Independence (175) City, Inc., The, Youth Ctr/Fdn Consent (38) Community Mediation/Fdn Consent (44) Community Mediation/KKW (320) $ Donation 500.00 250.00 500.00 1,000.00 500.00 1,500.00 1,250.00 250.00 25.00 550.00 1,000.00 1,500.00 100,000.00 500.00 250.00 750.00 1,000.00 100.00 1,000.00 500.00 4,000.00 500.00 1,000.00 100.00 500.00 500.00 200.00 3,000.00 1,000.00 2,500.00 2,500.00 1,500.00 500.00 500.00 500.00 1,000.00 2,000.00 500.00 200.00 250.00 360.00 500.00 15,000.00 500.00 500.00 5,000.00 1,000.00 100.00 500.00 500.00 3,000.00 Coots Unlimited (141) Council on Crime and Justi (370) Courage Center/Fdn Consent (332) Crisis Connection/Fdn Consent (130) Crossroads Animal Shelter/WW Consent (121) Crossroads Res Care/WW Consent (205) District 202 (204) Dunwoody College/Fdn Consent (294) Dynamy/Fdn Consent (152) Emergency Foodshelf Netwrk (303) Employment Action Ctr/Div Resource (397) Episcopal Group Homes/WW Consent (183) Esalen Institute/WW Consent (71) Evan B. Adoption (149) Evans Scholars Foundation/WW Consent (28) Excelsior Lake Mtka Frwrks/WW Consent (193) Fairview Fdn St Mary's CD/Fdn Consent (129) Fairway Fdn Golf for Kids/WW Consent (301) Family & Children's Servic/Fdn Consent (333) Freedom Institute/WW Consent (233) Freshwater Society/Fdn Consent (112) Friends Of Loring Park,The/WW Consent (11) Fund for Legal Aid (402) Grace House AIDS Care Ptnr/Fdn Consent (188) Grayson-Jockey Research/WW Consent (102) Grayson-Jockey ResearchAVWPersConsent (212) Greater Mpls Council Churc/Fdn Consent (271) Greater Mpls Crisis Nurser/Fdn Consent (334) Greater Twin Cities United/WW Consent (99) Groves Learning Center/Fdn Consent (297) Guthrie Theater/Fdn Consent (376) Guthrie Theater Fdn/River Campgn (203) H.E.A.R.T./Fdn Consent (3) Hammer (349) Headwaters Fund/Fdn Consent (113) High Watch Farm (32) Hmong American Mutual/Assistance (178) Hospice Foundation of/Louisville (66) House of Charity/Fdn Consent (39) Illusion Theatre/WW Consent (127) Initiative Foundation/WW Consent (295) Inner City Tennis/Fdn Consent (340) Inner City Tennis/WW Pers Other (444) Interfaith Outreach/WW Consent (137) Interfaith Outreach/WWPers Other (318) James Bell Library/WW Consent (224) James J. Hill Library (389) James P. Shannon Mpls Fdn/WWPers Pledge (171) Jazz is Now (120) Jockey Club Fdn/WW Consent (140) Johnson Institute Fdn.AVW Consent (13) Jones-Harrison Residence (56) 100.00 2,500.00 500.00 500.00 200.00 1,000.00 500.00 500.00 500.00 500.00 500.00 250.00 500.00 250.00 250.00 100.00 1,000.00 450.00 500.00 23,500.00 500.00 200.00 300.00 500.00 1,750.00 100.00 500.00 500.00 30,000.00 500.00 3,000.00 10,000.00 1,500.00 500.00 500.00 200.00 1,000.00 200.00 500.00 500.00 500.00 6,000.00 4,000.00 1,750.00 500.00 180.00 4,925.00 1,000.00 1,000.00 750.00 1,065.00 100.00 : HIJunior Achievement/Fdn Consent (299) La Crosse Cty Historical/Fdn Consent (115) Liberty Hill Foundation (247) Life Time Fitness Fdn (187) Life's Missing Link (91) Living Pulpit, The/WWPers Pledge (18) Loft, The/WW Consent (15) MacPhail Center for Arts/Fdn Consent (305) March for Parks/WW Consent (235) Marty Mann Halfway House (196) Master's School/CITYterm (386) Max Me Gee Fund, The/WW Consent (221) MCTC Foundation/Mpls Comm Tec (211) MEDA/Fdn Consent (43) Mentoring Partnership Mn (296) Mgmt Asst Prgm NonProf MAP/Fdn Consent (40) Ministries Foundation Gala (23) Minnesota Jaycees (166) Minnetonka Choral Society/WW Consent (128) Miracles of Microcredit Fu (371) Mn AIDS Project/WW Consent (10) MN AIDS Project (302) Mn Childrens Museum (176) MN Ctr Environmental Advoc/Fdn Consent (237) Mn Ctr For Book Arts (162) Mn DARE (262) MN Fellowship Int'l FdnAVW Consent (54) Mn Fellowshp Chrstn Athlet/WW Consent (4) Mn Historical Society/Fdn Consent (116) Mn International Center/WW Consent (21) Mn Landscape Arboretum/Fdn Consent (29) MN Military Apreciation/MMAF (288) MN News Council (399) Mn Opera (253) MN Orchestra/Fdn Consent (377) Mn Prayer Breakfast (8) MN Private Colleges Fund/Fdn Consent (306) Mn Public Radio/Fdn Consent (49) MN Public RadioAVWPers Pledge (214) MN Red Ribbon Ride (146) Mn Zoo Foundation/Fdn Consent (52) MOFAS/WW Pers Other (401) MOFAS/WWPersConsent (14) Mothers Against Drunk Driv/M A D D (220) Mpls College of Art & Desi (90) Mpls Institute Of Arts/Fdn Consent (45) Mpls Public Library/Fdn Consent (236) Mpls Public Library/FdnWW Pledge (264) Mpls Urban League/Fdn Consent (256) Mtka Center For The Arts/Fdn Consent (12) Nafl Council on Alcohol/WW Consent (164) National Center on Father (194) 500.00 1,000.00 1,500.00 1,000.00 1,000.00 1,000.00 155.00 1,400.00 200.00 500.00 100.00 500.00 5,000.00 2,000.00 500.00 500.00 500.00 100.00 100.00 1,000.00 3,000.00 40.00 1,000.00 500.00 250.00 500.00 5,000.00 1,000.00 1,000.00 1,000.00 1,000.00 10,000.00 500.00 500.00 3,300.00 500.00 1,500.00 485.05 10,000.00 100.00 2,500.00 250.00 5,035.00 250.00 250.00 3,500.00 500.00 10,000.00 500.00 500.00 1,000.00 100.00 £.»/•>»•• National Museum of Racing/WW Consent (50) National Museum of Racing/WWPers Pledge (223) Nature Conservancy/Fdn Consent (311) New Day Shelter (68) New Foundations (353) One Percent Club, The (114) Ordway Center/Fdn Consent (230) Pacifica Foundation (369) Page Education Foundation/Events (312) Page Education Foundation/WW Consent (133) Partners In Health (341) Perspectives (395) Phelps Association/WW Consent (27) Phelps Association/WWPers Pledge (226) Phillips Academy/WW Consent (95) Pilgrim Center, The/WW Consent (47) Planned Parenthood Mohawk (147) Planned Parenthood of Mn/Fdn Consent (55) Plymouth Church Neighborho (82) Population Action/WW Consent (215) Prison Fellowship (202) Pro-Choice Resources/WW Consent (159) Project for Pride in Livng/Fdn Consent (111) Project for Pride in Lvng/WWPers Pledge (232) Project Success/WW Consent (165) Project Turnabout (348) Rampant Lion Foundation/WWPersConsent (154) Ramsey Cty Historical/Fdn Consent (61) ReadNet Foundation, The (89) Rebuild Resources/Fdn Consent (58) Resource (192) Retreat/FdnWW Pledge (84) Retreat/WW Consent (344) Retreat/WWPers Pledge (239) Retreat, The/WW Pers Other (445) Rochester Civic Theatre/WW Consent (131) Sabathani Community Ctr (180) Salvation Army/Hurricane (298) Sandy Stephens, The/Scholarship (148) Sarah Lawrence College/WWPers Pledge (309) Science Museum Of Mn/Fdn Consent (65) Seed Academy (179) Senior Resources/Fdn Consent (64) Smithsonian Institution (185) So MN Reg Legal Svcs/SMRLS (408) Sobriety High/WW Consent (86) South Africa Partners (266) Special Olympics MN (396) St Alphonsus Catholic/Church (6) St David's School (265) St John the Divine/Episcopal (22) St Paul Chamber Orch SPCO/Fdn Consent (62) 2,000.00 5,000.00 500.00 250.00 500.00 500.00 1,500.00 500.00 2,350.00 500.00 500.00 500.00 200.00 5,000.00 1,500.00 250.00 500.00 2,500.00 500.00 1,000.00 500.00 500.00 1,000.00 12,500.00 500.00 250.00 250.00 500.00 250.00 2,000.00 500.00 10,000.00 1,000.00 5,000.00 1,260.00 250.00 1,000.00 200.00 500.00 10,000.00 1,500.00 500.00 500.00 500.00 300.00 1,000.00 1,500.00 500.00 200.00 3,250.00 500.00 1,000.00 Hi- Steams History Museum/Fdn Consent (279) Step Up Program/WW Consent (222) Sugarloaf Interpretive Ctr (125) Summit Academy 01 C/Fdn Consent (67) Susan G. Komen Breast Cane (339) Thoroughbred RetirementAVWPersConsent (160) Tipton Music MinistriesAVWPers Other (240) Tipton Music MinistriesAVWPers Pledge (210) Trust for Public Land, The/WWPers Other (350) Twin Cities Public TWFdn Consent (69) Twin Cities RISE! (184) U of MN/Humphrey Inst (406) U of MN/Law School (404) U of MN/Sid Hartman (153) U of MN/Tx for Troops (182) U Of Mn Fdn Judd FllwshpAVWPersConsent (304) U Of Mn Fdn Tom Swain/WWPers Pledge (284) United Negro College Fund/Fdn Consent (73) United Theological Seminar/WW Consent (17) University of Notre Dame (403) University of St Thomas (405) Urban Ventures Leadership/WWPersPledge (72) USGA (GolfyWW Consent (53) Vail Place/Fdn Consent (74) Voyageurs Nafl Park AssnJFdn Consent (77) Voyageurs Nafl Park AssnTWW Consent (200) Walker Art Center/Fdn Consent (227) Walker Art Center/Fdn Pledge (319) Walker Art Center/KKW (322) Waseca M&StL Depot/Society (142) Washburn Child Guidance/Fdn Consent (338) Watch (260) Wayside House FL/WW Consent (249) Wayside House MN/Fdn Consent (313) Wayzata Community Church/WW Consent (57) Wayzata Community Church/WWPers Other (411) Wayzata Historical Society/WW Consent (167) Wayzata Volunteer Fire (36) Western Henn Cty Pioneers/WWPers Other (317) Whitney Foundation Wilderness Inquiry (161) Winston Salem Foundation (191) WJFF Radio Catskill/KKW (343) Wm Mitchell College Law (409) Women Venture/Fdn Consent (108) Women's Foundation Of Mn/Fdn Consent (79) World Citizen, IncTWW Consent (16) World Press Institute/WW Consent (136) World Vision (398) Wounded Warrior Project (177) YAANW Yale Alumni NWAVWPersConsent (25) Yale Alumni Fund/WW Consent (246) 1,000.00 1,000.00 200.00 2,000.00 100.00 500.00 2,000.00 2,500.00 500.00 500.00 1,000.00 100.00 200.00 6,622.50 200.00 5,000.00 500.00 500.00 500.00 300.00 500.00 25,000.00 200.00 500.00 500.00 150.00 3,000.00 10,000.00 750.00 250.00 500.00 250.00 200.00 1,000.00 16,620.00 8,600.00 250.00 25.00 20.00 4,500.00 1,000.00 500.00 500.00 100.00 1,000.00 500.00 500.00 500.00 500.00 350.00 100.00 1,000.00 Yale Class of '50/WW Consent (26) YMCA/Fdn Consent (280) YWCA/Fdn Consent (293) Zuhrah Shrine Horse/Patrol (245) Total 50.00 500.00 500.00 500.00 $ 546,767.55 47 Schedule K-1 (Form 1065) 20UO ftrc*n*r,« 2005. or tax Department of the Treasury Internal Revenue Service Partner's Share of Income, Deductions, Credits, etc. See separate instructions. Part I * Information About the Partnership A Partnership's employer identification number 41-1963303 JWA For Privacy Act and Paperwork Reduction Act Notice, see Instructions for Form 1065. Schedule K-1 (Form 1065) 2005 5112B1 oi-11-oe 47 * . 46 Schedule K-1 2005 (Form 1065) For calendar year 2005, or tax Department of the Treasury Internal Revenue Service year beginning ending Partner's Share of Income, Deductions, Credits, etc. JWA For Privacy Act and Paperwork Reduction Act Notice, see Instructions for Form 1065. Schedule K-1 (Form 1065) 2005 5112B1 01-11-08 46 8886 Reportable Transaction Disclosure Statement OMB Na 1545-1800 (Rev. December 2005) K Attach to your tax return. Department of the Treasury Internal Revenue Service *• See separate instructions. Attachrnont Sequence Na 1 37 Namsfs) shown on return ^/rhlr^Gl F~*'U*J OSffl!*'*' WMC HEDGE FUND, LLP - $>C4tet>vW= k -1 Number, street, and room or suite no. 601 CARLSON PKWY, SUITE 800 City or town, state, and ZIP code MINNETONKA, MN 55305 A B Identifyino number Enter the form number of the tax return that this form is attached to Enter the year of the tax return with which this form Is filed . . . Check the box(es) that apply (see instructions). FORM 2005 Q Initial year filer | | Protective disclosure 1a Name of reportable transaction K-1 :SELECTINVEST ARBITRAGE/RELATIVE VALUE SEE ATTACHED 1b Initial year participated In transaction 1c Material advisor or tax shelter registration number (9 digits or 11 digits) 2 Identify the type of reportable transaction. Check all the box(es) that apply (see instructions), a l~~l Listed transaction d I/I Loss b d Confidential e O Significant book-tax difference c CD Contractual protection f Brief asset holding period LD 3 If the transaction Is a "listed transaction" or substantially similar to a listed transaction, identify the listed transaction (see instructions) ^- 4 Enter the number of transactions reported on this form 5 If you invested in the transaction through another entity, such as a partnership, an S corporation, or a foreign corporation, provide the information below for the entity. a b c d 6 Name Type of entity Form number of tax return filed . Employer identification number (EIN) Enter below, the name and address of each person to whom you paid a fee with regard to the transaction if that person promoted, solicited, or recommended your participation in the transaction, or provided tax advice related to the transaction. (Attach additional sheet, if necessary.) a Name Number, street, and room or suite no. City or town, state, and ZIP code b Name Number, street, and room or suite no. City or town, state, and ZIP code For Paperwork Reduction Act Notice, see separate instructions. Cat No. 34654G Form 8886 (Rev. 12-2005) Form BBSS (Rev. 12-2005) 7 Page 2 Facts. Describe the facts of the transaction that relate to the expected tax benefits, Including your participation in the transaction. For listed transactions identified in item 2a, also provide the complete name, address, and nature of involvement of all parties to the transaction (see instructions). Expected tax benefits. Describe the expected tax benefits, including deductions, exclusions from gross income, nonrecognition of gain, tax credits, adjustments (or the absence of adjustments) to the basis of property, etc. (see instructions for more details). Estimated tax benefits. Provide a separate estimate of the amount of each of the expected tax benefits described above for each affected tax year (including prior and future years). Form 8886 (Rev. 12-2005) Prtntad on recycled papar SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner #47756 13-4011857 WMC HEDGE FUND LLP * THE FUND WILL ATTACH A FORM 8886 WITH THE FOLLOWING RESPONSES TO ITS TAX RETURN FOR THE YEAR ENDED DECEMBER 31, 2005. PLEASE SEE FORM 8886 AND THE FORM INSTRUCTIONS FOR FURTHER DETAILS ON WHEN YOU ARE REQUIRED TO FILE FORM 8886 ANDJ5PECIFIC DETAILS ON HOW TO COMPLETE FORM 8886, IF NECESSARY. INFORMATION FOR FORM 8886: REPORTABLE TRANSACTION DISCLOSURE STATEMENT RECEIVED FROM INVESTMENTS IN UNDERLYING MANAGERS * FOR THE TAX YEAR ENDED DECEMBER 31, 2005 LINE 1A: SECTION 165 LOSS LINE1B: PROTECTIVE FILING LINE 1C: N/A LINE 2: CHECK BOX "D" LINE 3: N/A LINE 4: DETAILS AVAILABLE UPON REQUEST LINE 5: BRENCOURT MULTI- STRATEGY MASTER LTD EIN: 03-0453123 BRENCOURT DISTRESSED SECURITIES MASTER LTD EIN: 32-0006283 LINE 6: N/A LINE 7: TAXPAYER IS A PARTNER IN THE FUNDS LISTED IN LINE 5. (THE FUND"). THE FUND TRADES IN STOCKS AND SECURITIES FOR ITS OWN ACCOUNT. IN THE COURSE OF ITS BUSINESS OF INVESTMENT TRADING, THE FUND HAS ENGAGED IN SEC. 988 FOREIGN CURRENCY TRANSACTIONS DURING THE TAX YEAR. ALL TRADES, INCLUDING THOSE THAT HAVE TRIGGERED THE RECOGNITION OF FOREIGN CURRENCY GAIN OR LOSS. HAVE BEEN ENTERED INTO SOLEY FOR ECONOMIC PROFIT. IN ACCORDANCE WITH REG. §1.6011^(b)(5)(iii)(A), THE FUND HAS COMPUTED WHETHER THE $2 MILLION PARTNERSHIP THRESHOLD IS SATISF BY TAKING INTO ACCOUNT ALL OF ITS FOREIGN CURRENCY LOSSES IN ACCORDANCE WfTH THE GENERAL RECOGNITION PROVISIONS THAT APPLY TO DISPOSITION OF PROPERTY SUCH AS SEC. 1001,1092 ETC. BASIS OF THE SECURITIES ARE DERIVED SOLELY FROM CASH PAID. GIVEN THE LACK OF SPECIFICITY IN THE REGULATIONS FOR SEC. 988 LOSS ARISING OUT OF ACTIVITIES IN THE CASH ACCOUNTS THAT ARE DENOMINATED IN FOREIGN FUNCTIONAL CURRENCIES, THE FUND IS UNCERTAIN AS TO WHETHER THESE TYPES OF SEC. 988 TRANSACTIONS LINE 8: THE REALIZED LOSS ON SEC. 988 TRANSACTIONS IS IN CONNCET1ON WITH THE FUND'S REGULAR TRADING ACTIVITIES AND, THEREFORE. NOT CARRIED OUT AS PART OF ANY PLAN TO ACHIEVE TAX BENEFITS. AS A RESULT, THERE ARE NOT ANY EXPECTED TAX BENEFITS. LINE 9: THE REALIZED LOSS ON SEC. 988 TRANSACTIONS IS DERIVED FROM THE FUND'S REGULAR TRADING ACTIVITIES AND. THEREFORE, NOT INTENDED AS PART OF ANY PLAN TO ACHIEVE TAX BENEFITS. A PARTNER'S SHARE OF THE SEC. 988 LOSS REFERRED TO ON LINE 8 ABOVE IS NETTED WITH THE OVERALL SEC 988 GAIN OR LOSS THAT ARE REPORTED TO EACH PARTNER ON THEIR 2005 SCHEDULE K-1 WHICH IS AVAILABLE TO BE CLAIMED ON THEIR 2005 TAX RETURNS. IT IS NOT EXPECTED THAT THESE SEC.988 TRANSACTIONS WILL GENERATE ANY PRIOR OR FUTURE TAX BENEFITS. SELECT1NVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner #47756 13-4011857 WMC HEDGE FUND LLP * THE FUND WILL ATTACH A FORM 8886 WITH THE FOLLOWING RESPONSES TO FTS TAX RETURN FOR THE YEAR ENDED DECEMBER 31, 2005. PLEASE SEE FORM 8886 AND THE FORM INSTRUCTIONS FOR FURTHER DETAILS ON WHEN YOU ARE REQUIRED TO FILE FORM 8886 AND SPECIFIC DETAILS ON HOW TO COMPLETE FORM 8886. IF NECESSARY. INFORMATION FOR FORM 8886: REPORTABLE TRANSACTION DISCLOSURE STATEMENT RECEIVED FROM INVESTMENTS IN UNDERLYING MANAGERS * FOR THE TAX YEAR ENDED DECEMBER 31,2005 UNE 1A: SECTION 1091 BASIS ADJUSTMENT UNE1B: PROTECTIVE FILING UNE 1C: N/A LINE 2: CHECK BOX "D° UNE 3: N/A UNE 4: DETAILS AVAILABLE UPON REQUEST LINE 5: BRENCOURT MULTI- STRATEGY MASTER LTD EIN: 03-0453123 BRENCOURT DISTRESSED SECURITIES MASTER LTD EIN: 32-0006283 LINE 6: N/A LINE 7: TAXPAYER IS A PARTNER IN THE FUNDS LISTED IN LINE 5. (THE FUND"). THE FUND TRADES IN STOCKS AND SECURITIES FOR ITS OWN ACCOUNT. IN THE COURSE OF ITS BUSINESS OF INVESTING AND TRADING, THE FUND MAY HAVE ENGAGED IN WASH SALE TRANSACTIONS DURING THE YEAR. ALL TRADES, INCLUDING THOSE THAT MAY HAVE TRIGGERED WASH SALES, HAVE BEEN ENTERED INTO SOLELY FOR ECONOMIC PROFIT. IN ACCORDANCE WITH REG. 1.6011^(b)(5)(fii)(A), THE FUND HAS COMPUTED WHETHER THg S 2 MILLION PARTNFRRHIP THRFSHOI D is SATISFIED BY TAKING INTO ACCOUNT ALL OF ITS REALIZED LOSSES DURINGJHE YEAR WJTHOUT ANY WASH SAIE LIMITATIONS {EITHER CUkkkN I YEAKT)H REVERSALS FROM PRIOR YEAR). BY NQUAKING INTO ACCOUNT-AN¥-WASH^At=E-BASISADJUSIMENJS. THE FUND WILL BE ABLE SATISFY THE "QUAyFYJNGJASJSlEXEMP-TJON .UNDER REV. PROC. 2004-66. GIVEN THE LACK OF SPECIFICITY IN THE REGULATIONS FOR WASH SALE LIMITATIONS THE FUND IS UNCERTAIN AS TO WHETHER THESE TYPES OF LOSS TRANSACTIONS DUE TO WASH SALE BASIS ADJUSTMENTS ARE REQUIRED TO BE DISCLOSED AND THEREFORE IS MAKING THIS FILING SOLELY ON A PROTECTIVE BASIS. LINES: THE REALIZED LOSS DUE TO WASH SALE BASIS ADJUSTMENT IS IN CONNECTION WITH THE FUND'S REGULAR TRADING ACTIVITIES AND, THEREFORE, NOT CARRIED OUT AS PART OF ANY PLAN TO ACHIEVE TAX BENEFITS. AS A RESULT, THERE ARE NOT ANY EXPECTED TAX BENEFITS. LINE 9: THE REALIZED LOSS DUE TO WASH SALE BASIS ADJUSTMENTS IS DERIVED FROM THE FUND'S REGULAR TRADING ACTIVITIES AND, THEREFORE, NOT INTENDED AS PART OF ANY PLAN TO ACHIEVE TAX BENEFITS. A PARTNER'S SHARE OF THE LOSS REFERRED TO ON LINE 8 ABOVE IS NETTED WITH THE OVERALL GAIN OR LOSS THAT ARE REPORTED TO EACH PARTNER ON THEIR 2005 SCHEDULE K-1 WHICH IS AVAILABLE TO BE CLAIMED ON THEIR 2005 TAX RETURN. fT IS NOT EXPECTED THAT THESE TRANSACTIONS WILL GENERATE ANY PRIOR OR FUTURE TAX BENEFITS. SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner #47756 13-4011857 WMC HEDGE FUND LLP * THE FUND WILL ATTACH A FORM 8886 WITH THE FOLLOWING RESPONSES TO ITS TAX RETURN FOR THE YEAR ENDED DECEMBER 31.2005. PLEASE SEE FORM 8886 AND THE FORM INSTRUCTIONS FOR FURTHER DETAILS ON WHEN YOU ARE REQUIRED TO FILE FORM 8886 AND SPECIFIC DETAILS ON HOW TO COMPLETE FORM 8886, IF NECESSARY. INFORMATION FOR FORM 8886: REPORTABLE TRANSACTION DISCLOSURE STATEMENT RECEIVED FROM INVESTMENTS IN UNDERLYING MANAGERS * FOR THE TAX YEAR ENDED DECEMBER 31, 2005 LINE 1A: LOSSES FROM TRADING ACTIVITIES UNE IB: 2005 LINE 1C: N/A LINE 2: CHECK BOX "D" LINE 3: N/A UNE 4: UNCERTAIN LINE 5: OZ MASTER FUND, LTD EIN: 13-3982250 OZ EUROPE DOMESTIC PARTNERS. LP EIN: 13-4112066 D.E. SHAW OCULUS PORTFOLIOS, L.LC. EIN: 20-0805088 D.E. SHAW LAMINAR PORTFOLIOS, LLC. EIN: 01-0577802 D.E. SHAW PLASMA PORTFOLIOS, L.LC. EIN: 37-1445760 D.E. SHAW COMPOSITE PORTFOLIOS, L.LC. EIN: 13-4152438 DRAKE LOW VOLATILITY FUND, LP. EIN: 33-1092912 PERRY PARTNERS, L.P. EIN: 13-3492525 LINE 6: N/A LINE 7: TAXPAYER IS A PARTNER IN THE FUNDS LISTED IN LINE 5. (THE FUND"). THE FUND TRADES IN VARIOUS STOCKS, SECURITIES AND RELATED FINANCIAL INSTRUMENTS FOR rrs OWN ACCOUNT. AS PART OF SUCH ACTIVITY. THE FUND MAY NEED TO MAINTAIN CASH BALANCES IN NON-U.S. DOLLAR DENOMINATED CURRENCIES. THE REGULAR ACTIVITY AND PURPOSE OF THE FUND IS TO GENERATE A PRE-TAX ECONOMIC RATE OF RETURN. THE AMOUNT OF SUCH NON-U.S. DENOMINATED CURRENCIES INCREASE AND/OR DECREASE THROUGHOUT THE YEAR AT FREQUENT INTERVALS. IT IS IMPRACTICABLE TO MEASURE EACH INCREASE OR DECREASE IN FOREIGN CURRENCY ACCOUNT(S). THE ADJUSTED TAX BASIS OF NON-U.S. DOLLAR DENOMINATED CURRENCIES OBTAINED BY THE FUND IS DETERMINED BY WAY OF CASH PAID AND GAINS AND LOSSES ON SUCH CURRENCY TRANSACTIONS ARE CHARACTERIZED AS ORDINARY UNDER INTERNAL REVENUE CODE ('IRC") §988. SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner #47756 13-4011857 WMC HEDGE FUND ULP LINE 8: THE ADJUSTED TAX BASIS OF NON-U.S. DOLLAR DENOMINATED CURRENCIES OBTAINED BY THE FUND IS DETERMINED BY WAY OF CASH PAID AND GAINS AND LOSSES ON SUCH CURRENCY TRANSACTIONS ARE CHARACTERIZED AS ORDINARY UNDER INTERNAL REVENUE CODE ("IRC") §988. DUE TO THE NATURE AND VOLUME OF ACITMTY, IT IS NOT PRACTICAL TO ASCERTAIN WHETHER THE RELEVANT LOSS THRESHOLDS HAS MET ANY OF THE SPECIFIED EXCEPTIONS PROVIDED IN REVENUE PROCEDURE 2004-66, AND AS SUCH THE FUND IS REPORTING THESE TRANSACTIONS ON A PROTECTIVE BASIS. GAINS AND LOSSES. RECOGNIZED THIS YEAR, MAY BE THE RESULT OF ACQUISITIONS OCCURRING IN THIS OR PRIOR YEARS(S). LINE 9: TAXPAYER IS A FUND WITH LIMITED PARTNERS. THE REGULAR ACTIVITY AND PURPOSE OF THE FUND IS TO GENERATE A PRE-TAX ECONOMIC RATE OF RETURN. THE FUND GENERATES INCOME AND LOSS FROM ITS REGULAR ACTIVITY AND PROVIDES RELEVANT INFORMATION TO EACH PARTNER FOR PURPOSES OF FILING THEIR RESPECTIVE TAX RETURN. A PARTNER'S SHARE OF ANY LOSS REFERRED TO ON LINE 8 IS AVAILABLE TO BE CLAIMED ON A PARTNER'S TAX RETURN. SELECT1NVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner #47756 13-4011857 WMC HEDGE FUND LLP * THE FUND WILL ATTACH A FORM 8886 WITH THE FOLLOWING RESPONSES TO ITS TAX RETURN FOR THE YEAR ENDED DECEMBER 31. 2005. PLEASE SEE FORM 8886 AND THE FORM INSTRUCTIONS FOR FURTHER DETAILS ON WHEN YOU ARE REQUIRED TO FILE FORM 8886 AND SPECIFIC DETAILS ON HOW TO COMPLETE FORM 8886. IF NECESSARY. INFORMATION FOR FORM 8886: REPORTABLE TRANSACTION DISCLOSURE STATEMEN1 RECEIVED FROM INVESTMENTS IN UNDERLYING MANAGERS * FOR THE TAX YEAR ENDED DECEMBER 31, 2005 LINE 1A: OTHER LOSS LINE1B: ENTER YOUR INITIAL YEAR PARTICIPATED IN THE PARTNERSHIP LINE 1C: N/A LINE 2: CHECK BOX "D" LINE 3: N/A LINE 4: DETAILS AVAILABLE UPON REQUEST LINES: BRENCOURT MULTI- STRATEGY. LP EIN: 13-4151859 BRENCOURT MERGER ARBITRAGE MASTER LTD EIN: 32-0006280 LINES: N/A LINE 7: TAXPAYER IS A PARTNER IN IN THE FUNDS LISTED IN LINE 5. (THE FUND"). THE FUND TRADES IN VARIOUS STOCKS. SECURITIES AND RELATED FINANCIAL INSTRUMENTS FOR ITS OWN ACCOUNT. AS PART OF SUCH ACTIVfTY, THE PARTNERSHIP MAY NEED TO MAINTAIN CASH BALANCE IN NON-US DOLLAR DENOMINATED CURRENCIES. THE REGULAR ACTIVITY AND PURPOSE OF THE PARTNERSHIP IS TO GENERATE A PRE-TAX ECONOMIC RATE OF RETURN. THE AMOUNT OF SUCH NON-US DOLLAR DENOMINATED CURRENCIES INCREASE AND/OR DECREASE THROUGHOUT THE YEAR AT FREQUENT INTERVALS. PLEASE SEE LINE 8 REGARDING HOW THE BASIS OF THE ASSETS FOR WHICH THERE WAS A LOSS WAS DETERMINED. LINES: THE ADJUSTED TAX BASIS ON NON-US DOLLAR DENOMINATED CURRENCIES OBTAINED BY THE PARTNERSHIP ARE DETERMINED BY WAY OF CASH PAID AND GAINS AND LOSSES ON SUCH CURRENCY TRANSACTIONS ARE CHARACTERIZED AS ORDINARY UNDER INTERNAL REVENUE CODE SECTION 988. DUE TO THE NATURE AND VOLUME OF ACTIVITY. IT IS NOT PRACTICAL TO ASCERTAIN WHETHER THE RELEVANT REPORTABLE LOSS THRESHOLDS ARE EXCEEDED FOR A GIVEN TRANSACTION OR DETERMINED WITH CERTAINTY WHETHER A GIVEN TRANSACTION HAS MET ANY OF THE SPECIFIED EXCEPTIONS PROVIDED IN REVENUE PROCEDURE 2003-24, AND AS SUCH TAXPAYER IS REPORTING THESE TRANSACTIONS TO THE IRS ON A PROTECTIVE BASIS. LINE 9: THE REGULAR ACTIVITY AND PURPOSE OF THE PARTNERSHIP IS TO GENERATE A PRE TAX ECONOMIC RATE OF RETURN. THE PARTNERSHIP GENERATES INCOME AND LOSS FROM ITS REGULAR ACTIVITY AND PROVIDES RELEVANT INFORMATION TO EACH PARTNER FOR PURPOSE OF FILING THEIR RESPECTIVE RETURNS. A PARTNER'S SHARE OF AN INCOME OR LOSS REFERRED TO ON LINE 8 IS AVAILABLE TO BE CLAIMED ON A PARTNER'S TAX RETURN FOR 2005. 8621 (Rev. December 2004) Department of IheTreasuy Internal Revenue Service Name of shareholder Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund OMB No. 1545-1002 AttHchmBnt Sequence No. 69 *• See separate Instructions. Wl't'lT^M PTSUfctoiW-' WMC HEDGE FUND, LLP-Sc!fieX)tvtC ^. j Number, street, and room or suite no. (If a P.O. box, see page 2 of Instructions.) 601 CARLSON PKWY, SUITE 800 Identifying number (see pan* 9 of Instructions) Lf(~ls029.s;ii Shareholder tax yean calendar year 20 .05 or other tax year beginning 20 — and ending 20 City or town, state, and ZIP code or country MINNETONKA, MN 55305 Check type of shareholderfilingthe return: d Individual Q Corporation 0 Partnership D S Corporation Q Nongrantor Trust D Estate Name of passive foreign Investment company (PRO) or qualified electing fund (QEF) Employer Identification number (H any) K-1 :SELECT1NVEST ARBITRAGE/RELATIVE VALUE SEE ATTCHMN1 13-4011857 Address (Enter number, street, city or town, and country.) Tax year of company or fund: calendar year 20 30 ROCKEFELLER PLAZA, STE 2800 NEW YORK, NY 10112 tax year beginning ending , 20 or other and , 20 •23111 Elections (See instructions.) A 0 Election To Treat the PFIC as a QEF. I, a shareholder of a PRO, elect to treat the PFIC as a QEF. Comptefe fines 1a through 2c of Part II. B EH Deemed Sale Election. I, a shareholder on the first day of a PRC's first tax year as a QEF, elect to recognize gain on the deemed sale of my Interest In the PFIC. Enter gain or loss on line 10f of Part IV. C D Deemed Dividend Election. I, a shareholder on the first day of a PRC's first tax year as a QEF that is a controlled foreign corporation (CFC), elect to treat an amount equal to my share of the post-1986 earnings and profits of the CFC as an excess distribution. Enter this amount on line 10e of Part IV. D CD Election To Extend Time For Payment of Tax. I, a shareholder of a QEF, elect to extend the time for payment of tax on the undistributed earnings and profits of the QEF until this election is terminated. Complete lines 3a through 4c of Part II to calculate the tax that may be deferred. Note: If any portion of line fa or line 2a of Part II is indudible under section 551 or 951, you may not make this election. Also, see sections 1294(c) and 12940 and the related regulations for events that terminate this election. E D Election To Recognize Gain on Deemed Sale of PFIC. I, a shareholder of a former PRC or a PFIC to which section 1297(e) applies, elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in the PFIC, or, if I qualify, my share of the PRC's post-1986 earnings and profits deemed distributed, on the last day of its last tax year as a PRC under section 1297(a). Enter gain on line 10f of Part IV. F D Election To Mark-to-Market PFIC Stock. I, a shareholder of a PRC, elect to mark-to-market the PRC stock that is marketable within the meaning of section 1296(e). Complete Part III. Income From a Qualified Electing Fund (QEF). All QEF shareholders complete lines 1a through 2c. If you are making Section D, also complete lines 3a through 4c. (See page S of Instructions.) 1a 1a Enter your pro rata share of the ordinary earnings of the QEF . b Enter the portion of line 1a that is included in Income under 1b section 551 or 951 or that may be excluded under section 1 293(g) 1c c Subtract line 1b from line 1a. Enter this amount on your tax return ;is dividend income . . 2a 2a Enter your pro rata share of the total net capital gain of the QEF "^ri b Enter the portion of line 2a that Is included in income under 2b section 551 or 951 or that may be excluded under section 1 293(g) • c Subtract line 2b from line 2a. This amount Is a net long-term capital gain. Enter this amount in Part II of the Schedule D used for your Income tax return. (See in structions.) 3a Add lines 1c and 2c . . . . . b Enter the total amount of cash and the fair market value of other property distributed or deemed distributed to you during the tax 3b year of the QEF. (See Instructions.) . . . . . . c Enter the portion of line 3a not already included in line 3b that is attributable to shares in the QEF that you disposed of, pledged, 3c or otherwise transferred during the tax year d Add lines 3b and 3c e Subtract line 3d from line 3a, and enter the difference (if zero or less, enter amount in brackets) Important If line 3e is greater than zero, and no portion of line 1a or 2a is indudible in income under section 551 or 951, you may make Section D with respect to the amount on line 3e. 4a 4a Enter the total tax for the tax year (See instructions.) . . . . b Enter the total tax for the tax year determined without regard to 4b the amount entered on line 3e c Subtract line 4b from line 4a. This is the deferred tax, the time for payment of which is extended by making Election D. See instructions For Paperwork Reduction Act Notice, see page 7 of separate instructions. Cat. No. 64174H 2c 3a I 3d 3e | 4c Form 8621 (Rev. 12-2004) Page 2 Form BS21 (Rav. 12-2004) Gain or (Loss) From Mark-to-Market Election (See page 5 of instructions.) Enter the fair market value of your PRC stock at the end of the tax year Enter your adjusted basis In the stock at the end of the tax year Excess. Subtract line 6 from line 5. If a gain, stop here. Include this amount as ordinary Income on your tax return. If a loss, go to line 8 Enter any unreversed inclusions (as defined in section 1296(d)). See Instructions. . . . . Enter the smaller of line 7 or line 8. Include this amount as an ordinary loss on your tax return Distributions From and Dispositions of Stock of a Section 1291 Fund (See page 6 of instructions.) Complete a separate Part IV for each excess distribution (see instructions). 10a Enter your total distributions from the section 1291 fund during the current tax year with respect to the applicable stock. If the holding period of the stock began In the current tax year, see Instructions . . 10a b Enter the total distributions (reduced by the portions of such distributions that were excess distributions but not Included In Income under section 1291(a)(1)(B)) made by the fund with respect to the applicable stock for each of the 3 years preceding the current tax year (or if shorter, the portion of the shareholder's holding period before the current tax year). . . . c Divide line 10b by 3. (See instructions If the number of preceding tax years is less than 3.) . d Multiply RnelOc by 125% (1.25) 10c 10d e Subtract line 10d from line 10a This amount. If more than zero. Is the excess distribution with respect to the applicable stock. If zero or less and you did not dispose of stock during the tax year, do not complete the rest of Part IV. See instructions If you received more than one distribution during the current tax year. Also, see instructions for rules for reporting a nonexcess distribution on your Income tax return . . . 10e 10b f Enter gain or loss from the disposition of stock of a section 1291 fund or former section 1291 10f fund. If a gain, complete line 11. If a loss, show it in brackets and do not complete line 11 . 11 a Attach a statement for each distribution and disposition. Show your holding period for each share of stock or block of shares held. Allocate the excess distribution to each day in your holding period. Add all amounts that are allocated to days in each tax year. b Enter the total of the amounts determined In line 11 a that are allocable to the current tax year and tax years before the foreign corporation became a PRC (pre-PFIC tax years). Enter these amounts on your income tax return as other income c Enter the aggregate increases in tax (before credits) for each tax year in your holding period (other than the current tax year and pre-PFIC years), (See Instructions.) d Foreign tax credit (See instructions.) e Subtract line 11d from line 11 c. Enter this amount on your income tax return as "additional tax." (See instructions.) f Determine interest on each net Increase in tax determined on line 11 e using the rates and methods of section 6621. Enter the aggregate amount of interest here. (See Instructions.) . Status of Prior Year Section 1294 Elections and Termination of Section 1294 Elections Complete a separate column for each outstanding election. Complete lines 9 and 10 only if there is a partial termination of the section 1294 election. P) 1 2 Deferred t a x . . . . 4 Interest accrued on deferred tax (line 3) as of the filing date 5 Event terminating election 6 Earnings distributed or deemed distributed during the tax year . Deferred tax due with this return Accrued interest due with this return . Deferred tax outstanding after partial termination of election Interest accrued after partial termination of election . . B 9 10 (in) fiv) (v) (vi) Tax year of outstanding election Undistributed earnings to which the election relates 3 7 00 Form 8621 (Rev. 12-2004) SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL 13-4011857 WMC HEDGE FUND LLP Partner #47756 PASSIVE FOREIGN INVESTMENT COMPANY fPFlCl INFORMATION DURING THE TAX YEAR 2005, SELECTINVEST ARBITRAGE/RELATIVE VALUE HAS INDIRECT AND DIRECT INTERESTS IN PRO'S THROUGH ITS VARIOUS INVESTMENTS. PLEASE CONSULT YOUR TAX ADVISOR REGARDING THE FORM 8621 FILING REQUIREMENTS. ADDITIONAL INFORMATION INCLUDING THE ADDRESS. TAX YEAR. AND EIN OF THE PFIC IS INCLUDED BELOW AND SHOULD BE USED TO COMPLETE THE APPLICABLE SECTIONS OF THE FORM 8621 FOR EACH PFIC. Note (11 LJnela Name & Address of PFIC Note (2) Line 2a Note (3) Line 3b OCTANS INVESTMENTS SAR.L 46A, AVENUE J.F. KENNEDY. L-1 855 LUXEMBOURG EIN: N/A Tax Year 1/1/2005 - 12/31/2005 245 NONE NONE DIESEL MEZZANINE III LTD. CLARENDON HOUSE 2 CHURCH STREET HAMILTON, BERMUDA HM 1 1 EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 823 NONE NONE RIS HOLDING LTD. 2ND FLOOR WATERFRONT CENTRE 28 NORTH CHURCH STREET P.O BOX 2506 GT GEORGETOWN, GRAND CAYMAN EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 NONE 20 NONE HIGHBRIDGE CAPITAL CORPORATION PO BOX 30554 GRAND CAYMAN CAYMAN ISLANDS, BWI EIN: N/A Tax Year. 1/1/2005 - 12/31/2005 13.795 NONE 349,748 OCH-ZIFF CAPITAL STRUCTURE OVERSEAS FUND LTD P.O. BOX 896GT. HARBOUR CENTRE, 2ND FLOOR GEORGE TOWN, GRAND CAYMAN CAYMAN ISLANDS NONE NONE NONE EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 rrje>rr~' SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner #47756 13-4011857 WMC HEDGE FUND LLP Note (1) Line 1 a Note <2) Une2a NONE NONE NONE OCH-ZIFF CAPITAL STRUCTURE OVERSEAS FUND LTD P.O. BOX 896GT, HARBOUR CENTRE, 2ND FLOOR GEORGE TOWN, GRAND CAYMAN CAYMAN ISLANDS EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 NONE NONE NONE SATELLITE CREDIT OPPORTUNITIES FUND, LTD. WALKER HOUSE. MARY SREET P.O. BOX 265 GEORGE TOWN. GRAND CAYMAN CAYMAN ISLANDS, B.W.I EIN: N/A Tax Yean 7/1/2004 - 6/30/2005 6,545 1,759 196,579 VEGA RELATIVE VALUE FUND LIMITED CIO INVESTORS FUND SERVICES LTD v/J tfi,>*v fr^ BLOCK D. IVEAGH COURT, HARCOURT ROAD ' DUBLIN 2. IRELAND EIN: N/A Tax Year. 1/1/2005 - 12/31/2005 NONE NONE 226.537 AURIGA FEEDER FUND LIMITED C/0 INVESTORS FUND SERVICES LTD BLOCK D. IVEAGH COURT. HARCOURT ROAD DUBLIN 2, IRELAND EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 NONE NONE NONE MODUS FEEDER FUND LIMITED CIO INVESTORS FUND SERVICES LTD y^, rr-A^ f-r-> f BLOCK D, IVEAGH COURT, HARCOURT ROAD DUBLIN 2. IRELAND EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 NONE NONE NONE Name & Address of PFIC NEW STAR CREDIT OPPORTUNITIES FUND LTD WALKERS SPV LIMITED , WALKER HOUSE. 87 MARY STREET WrhTTA^j PO BOX 908GT GEORGE TOWN. GRAND CAYMAN EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 Y33-7 SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner#47756 13^011857 WMC HEDGE FUND LLP Note Ml Line 1 a Note (2) Line2a NONE NONE NONE 3,307 NONE 309,990 10 NONE NONE 339 NONE NONE PROSPERITY AURORA LTD PO BOX 309 GT GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 NONE NONE WESTERN OIL SANDS, INC. 440 SECOND AVE SW, SUITE 2400 CALGARY, AB T2P 5E9 CANADA EIN: N/A Tax Year. 1/1/2005 -12/31/2005 NONE NONE DUKE FUNDING III, LTD CIO MAPLES FINANCE LTD i/ PO BOX 1093GT, QUEENSGATE HOUSE SOUTH CHURCH STREET GEORGETOWN. GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 10/1/2004 - 9/30/2005 NONE Name & Address of PFIC MAYAN CAPITAL FEEDER FUND LTD CIO INVESTORS FUND SERVICES LTD BLOCK D, IVEAGH COURT, HARCOURT ROAD DUBLIN 2, IRELAND EIN: N/A Tax Year 1/1/2005 - 12/31/2005 CQS CAPITAL STRUCTURE ARBITRAGE UGLAN HOUSE SOUTH CHURCH STREET GEROGE TOWN ^ LA CAYMAN ISLANDS EIN: N/A Tax Yean 1/1/2005 -12/31/2005 SUNFISH MORTGAGE FUND, LTD CAYMAN ISLANDS EIN: N/A PERRY CMBS SPV1 CAYMAN ISLANDS EIN: N/A U SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Name & Address of PFIC Partner #47756 13-4011857 WMC HEDGE FUND LLP Note (1) LJnela Note (2) UneZa Note (3) Line 3b 1 NONE 1 DUKE FUNDING VII, LTD C/O MAPLES FINANCE LTD PO BOX 1093GT. QUEENSGATE HOUSE SOUTH CHURCH STREET GEORGETOWN. GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Yean 10/1/2004 - 9/30/2005 2 NONE DUKE FUNDING VIII. LTD C/O MAPLES FINANCE LTD PO BOX 1093GT, QUEENSGATE HOUSE SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Yean 4/5/2005 - 9/30/2005 2 NONE DUKE FUNDING HIGH GRADE I, LTD C/O MAPLES FINANCE LTD PO BOX 1093GT, QUEENSGATE HOUSE SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Yean 1/27/2004 - 9/30/2005 3 NONE DUKE FUNDING HIGH GRADE III. LTD C/O MAPLES FINANCE LTD PO BOX 1093GT, QUEENSGATE HOUSE W >*-> rr*^ Rn/nrn SOUTH CHURCH STREET GEORGETOWN. GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year. 8/3/2004 - 9/30/2005 1 NONE 1 1 NONE NONE DUKE FUNDING V, LTD C/O MAPLES FINANCE LTD PO BOX 1093GT, QUEENSGATE HOUSE SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 10/1/2004 - 9/30/2005 ATHOS FUNDING, LTD C/O MAPLES FINANCE LTD PO BOX 1093GT, QUEENSGATE HOUSE SOUTH CHURCH STREET GEORGETOWN. GRAND CAYMAN. CAYMAN ISLANDS EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 - SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL_ Partner #47756_ Name& Address of PFIC 1 3-401 1 857 WMC HEDGE FUND LLP Note (11 Line 1 a Note (21 Line2a Note (31 Line 3b ENDEAVOR FUNDING, LTD C/O WALKERS SPV LTD Y/tH>*M frJQr^ PO BOX 908GT, WALKER HOUSE, 87 MARY STREET GEORGETOWN, GRAND CAYMAN. CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 . NONE NONE _ GLACIER FUNDING CDO III, LTD C/O MAPLES FINANCE LTD V/Jmrw^ pWorv PO BOX 1093GT, QUEENSGATE HOUSE, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 - NONE NONE HIGHGRADE STRUCTURE CREDIT CDO 2005-1 LT C/O MAPLES FINANCE LTD vOvnn-^1 JV °^ PO BOX 1093GT, QUEENSGATE HOUSE. SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 1 ~ NONE NONE INDEPENDENCE VI CDO, LTD C/O WALKERS SPV LTD VvJcwrr^ FrJCTH PO BOX 908GT. WALKER HOUSE, 87 MARY STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 - NONE _ NONE KIRKWOOD CDO 2004-1 LTD C/O CALEDONIAN BANK & TRUST LTD PO BOX 1043GT, CALEDONIAN HOUSE GRAND CAYMAN. CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 1 NONE NONE KLIO FUNDING, LTD C/O MAPLES FINANCE LTD VvAhrr/A] /Vo.-vo PO BOX 1093GT. QUEENSGATE HOUSE, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN. CAYMAN ISLANDS EIN: N/A Tax Year. 1/1/2005 - 12/31/2005 2 ~ NONE NONE KUO II FUNDING, LTD C/O MAPLES FINANCE LTD y/tnTrv^-l frfcr^ PO BOX 1093GT, QUEENSGATE HOUSE, SOUTH' CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 6 - NONE — NONE — ,-,. SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Name & Address of PFIC Partner #47756 Note (1) LJnela 13-4011857 WMC HEDGE FUND LLP Note (2} Line 2a NEPTUNE CDO 2004-1 LTD CIO WALKERS SPV LTD WtTvpr^ f^DTt-J PO BOX 908GT. WALKER HOUSE. 87 MARY STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 -12/31/2005 - NONE NONE _ NORTHCOVE CDO LTD C/O MAPLES FINANCE LTD V%vrr/\»-] f^Or*PO BOX 1093GT. QUEENSGATE HOUSE, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 - NONE NONE NORTHWALL FUNDING CDO I LTD C/O MAPLES FINANCE LTD V^TTY^ iVonPO BOX 1093GT, QUEENSGATE HOUSE. SOUTH CHURCH STREET GEORGETOWN. GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 - PREMIUM LOAN TRUST I, LTD C/O MAPLES FINANCE LTD Wimrvtf^ Fr*o^J PO BOX 1093GT, QUEENSGATE HOUSE, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 NONE NONE — NONE NONE SOUTH COAST FUNDING VII LTD C/O MAPLES FINANCE LTD \J \rtrr^\ /V07T-' PO BOX 1093GT. QUEENSGATE HOUSE, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 - NONE NONE STONE TOWER CDO, LTD C/O DEUTSCHE BANK (CAYMAN) LTD PO BOX 1984GT, ELIZABETH SQUARE GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 -12/31/2005 1 NONE NONE STONE TOWER CDO II, LTD C/O DEUTSCHE BANK (CAYMAN) LTD PO BOX 1984GT. ELIZABETH SQUARE W<T^ JV Prw GEORGETOWN, GRAND CAYMAN. CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 - 12/31/2005 - NONE NONE SELECTINVEST ARBITRAGE/RELATIVE SCHEDULE K-1 SUPPLEMENTAL DETAIL Partner#47756 13-4011857 WMC HEDGE FUND LLP Note (2) Line 2a Note (3) Line 3b RESIX FINANCE LTD 100 CIO MAPLES FINANCE LTD \M*VTW^ fVorrv &. PO BOX 1093GT, QUEENSGATE HOUSE. SOUTH CHURCH STREET GEORGETOWN. GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Year 1/1/2005 -12/31/2005 NONE 103 ELLING EMERGING MARKET FUND, LTD ABBEY COURT BLOCK C. IRISH LIFE CENTER \Mt^T*v^ l^or^ LOWER ABBEY STREET, DUBLIN ONE IRELAND EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 NONE NONE 54 NONE NONE 1.173 28 NONE Name & Address of PFIC Note (11 Line 1 a 95 ^ OCTAGON INVESTMENT PARTNERSHIP V. LTD PO BOX 1093GT, QUEENSGATE HOUSE, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A V^-CnJ* Tax Yean 1/1/2005 -12/31/2005 SUNRSH MORTAGE FUND, LTD CIO SUNFISH MANAGEMENT GROUP, ULC \AJfrrnv\5M 355 MADISON AVENUE NEW YORK. NY 10017 EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 CRC GLOBAL STRUCTURED CREDIT FUND, LTD CIO BANK OF BERMUDA (CAYMAN LTD) ys/VWrr^V Y PO BOX 513 GT NORTH CHURCH STREET GRAND CAYMAN, CAYMAN ISLANDS EIN: N/A Tax Yean 1/1/2005 - 12/31/2005 2 NOTES: (1) These amounts are Included in Dividend Income in Box 6a and Box 11, Code F of your Schedule K-1. (2) These amounts are included in Net Long-Term Capital Gains (Loss) on Box 9a and Box 11, Code F of your Schedule K-1. (3) These amounts represent the cash & fair market value of other property distributed or deemed distributed from the above PFIC(s). (4) Each of the PFIC's listed above will permit its shareholder's to inspect and copy the permanent books of account, records and such other documents maintained by the PFIC that are necessary to establish that the PFIC's ordinary earnings and net capital gains, as provided in §1293(e) of the U.S. Internal Revenue Code are computed in accordance with U.S. income tax principles. Form 8868 {Rev. December 2004) Application for Extension of Time To File an Exempt Organization Return Department of the Treasury Internal Revenue Service OMB No. 1545-1709 File a separate application for each return. • 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. I Part I | Automatic 3-Month Extension of Time - Only submit original (no copies needed) Form 990-T corporations requesting an automatic 6-month extension - check this box and complete Part I only All other corporations (including Form 990-C filers) must use Form 7004 to request an extension of time to file income tax returns. Partnerships, REMICs, and trusts must use Form 8736 to request an extension of time to file Form 1065, 1066, or 1041. Electronic Filing (e-file). Form 8868 can be filed electronically if you want a 3-month automatic extension of time to file one of the returns noted below (6 months for corporate Form 990-T filers). However, you cannot file it electronically if you want the additional (not automatic) 3-month extension, instead you must submit the fully completed signed page 2 (Part II) of Form 8868. For more details on the electronic filing of this form, visit vnvw.irs.gov/efile. Employer identification number Name of Exempt Organization Type or print Pile by the due date for tiling your return See insfru ebons. 41-6022514 WHITNEY FOUNDATION Number, street, and room or suite no. If a P.O. box, see instructions. 821 MAROUETTE AVE, NO. 1900 City, town or post office, state, and ZIP code. For a foreign address, see instructions. MINNEAPOLIS, MN 55402 Check type of return to be filed (file a separate application for each return): I I Form 990 CH Form 990-BL Form 990-EZ Form 990-PF I I Form 4720 CH Form 5227 dl Form 6069 CU Form 8870 I I Form 990-T (corporation) I I Form 990-T (sec. 401 (a) or 408(a) trust) I I Form 990-T (trust other than above) CH Form 1041-A The books are in the care of WHITNEY MANAGEMENT COMPANY Telephone No> (612) 904-2313 FAX No. • If the organization does not have an office or place of business in the United States, check this box. • If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) box ^- I 1. If it is for part of the group, check this box ^ I . If this is for the whole group, check this J and attach a list with the names and EINs of all members the extension will cover. 1 Irequestan automatic 3-month (6-months for a Form 990-T corporation) extension of time until AUGUST 15, to file the exempt organization return for the organization named above. The extension is for the organization's return for ^ I X I calendar year 2 0 0 5 or ^-1 I tax year beginning , and ending . 2 If this tax year is for less than 12 months, check reason: I 3a 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 8,696. If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit 4.896. Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions 3.800. b e I Initial return I I Final return I 2006 . I Change in accounting period Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions. LHA For Privacy Act and Paperwork Reduction Act Notice, see instructions. 523831 05-01-05 22 Form 8868 (Rev. 12-2004) Page 2 Form BBSS (Rev. 12-2004) • /a you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II and check this box jQote: Only complete Part II rf you have already been granted an automatic 3-month extension on a previously filed Form 8868. • If you are filing for an Automatic 3-Month Extension, complete only Part I (on page 1). Partll Type or print File by the extended due date lor filing the return See instructions Additional (not automatic) 3-Month Extension of Time - Must file Original and One Copy. Name of Exempt Organization Employer identification number 41-6022514 WHITNEY FOUNDATION Number, street, and room or suite no. If a P.O. box, see instructions. For IRS use only 601 CARLSON PARKWAY, NO. 800 City, town or post office, state, and ZIP code. For a foreign address, see instructions. MINNETONKA, MN 55305 Check type of return to be filed (File a separate application for each return): I I Form 990 I I Form 990-EZ CU Form 990-T (sec. 401 (a) or 408(a) trust) I I Form 1 041 -A f I Form 5227 I I Form 990-BL [X I Form 990-PF I I Form 990-T (trust other than above) I I Form 4720 I I Form 6069 I I Form 8870 STOP: 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 MERISTEM FAX No. Telephone No. *• ( 9 5 2 ) 8 3 5 - 2 5 7 7 • If the organization does not have an office or place of business in the United States, check this box • If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) _. If this is for the whole group, check this box ^- I I. If rt is for part of the group, check this box ^- I I and attach a list with the names and EINs of all members the extension is for. 4 5 I request an additional 3-month extension of time until NOVEMBER For calendar year 2 0 0 5 , or other tax year beginning ___^_^ 6 7 If this tax year is for less than 12 months, check reasonState in detail why you need the extension I 15. ] Initial return 2006. I _ and ending I Final return I I Change in accounting period SEE STATEMENT 2 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 8,696 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 8868 8.696 Balance Due. Subtract line 8b from line 8a. Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions . . J_ Signature and Verification Under 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. iiire Title £JBkL Date Notice to Applicant - To Be Completed by the IRS I I I We have approved this application Please attach this form to the organization's return. I We have not approved this application. However, we have granted a 10-day grace period from the later of the date shown below or the due date of the organization's return (including any prior extensions). This grace penod is considered to be a valid extension of time for elections otherwise required to be made on a timely return. Please attach this form to the organization's return. I We have not approved this application. After considering the reasons stated in item 7, we cannot grant your request for an extension of time to file. We are not granting a 10-day grace period I We cannot consider this application because it was filed after the extended due date of the return for which an extension was requested. I Other By:. Director Date Alternate Mailing Address - Enter the address if you want the copy of this application for an additional 3-month extension returned to an address different than the one entered above ' Type or print 523B32 05-01-O5 —"-»-•— Name VIRCHOW KRAUSE (KRIS ALINDER) Number and street (include suite, room, or apt. no.) or a P.O. box number 7 9 0 0 XERXES AVE S, STE 2 4 0 0 ! 1 1 ii City or town, province or state, and country (including postal or ZIP code) [ BLOOMINGTON, MN 55431-1115 - f\t ,: :'!-~: -!•;:;:> i 1 illi^ l 7 Viinc !: ; "^ I-.-./ i-'i ,-,-.-,--. , . .__ L **' -' •"" *-' i Rorrrt.8868 (Rev 12-2004) 1 j 1 i ) ' i -' '—
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