Use the IBS Name of organization A Employer Identification number

label Otherwise, ELLIOTT FAMILY FOUNDATION 85-0457935

print numuea,astreet (or PO boxnumbcilmaliunotCdMUepNstreet eEEies) qooMSwb B Telephone number or type 4 826 - 105TH AVENUE COURT NW ( 253 ) 265-2618

See Specific Instructions City or town state, and ZIP code C It e .,nPUorn waiimoon is pending rnack nee 1 O

,-,-GIG HARBOR WA 98335 D 1 Foreign organizations check here "~ °oFl Checkrypaotorgamu6on O section 501(c)(3)exempt private foundation 2 ~~?hc~^I~x~~�W Pg~e~83%taq ~

~ ~ Section 4947(a)(1) nonexempt chanlahle trust 0 Other taxable private foundation E Ii private foundation status was terminated I Fair market value o1 all assets at end al year J Accounting method OX Cash 0 Accrual under section 507(U)(1)(A), check here 110" 0 r

(from Part fl, cot (c), line 16) ~ Other (specify) F It the foundation is in a 60-month termination U " S 1 9 S S 8 2 2 . (Part I, column (d) must be on cash basis ) under section 507 b 1 B check here 1

Anatysis of Revenue and Expenses (d) Disbursements (a) Revenue and (The total o(amounts in columns (b) expenses per (b) Net investment (s) Adjusted net for charRable W ¢ (c), end (co may not necessanty equal books income income purposes p.0 the errrounts in column ( N/A (cash basis only)

1 Contributions, gets gams etc, received ° ' V Check "~X amerounmeonanmrtyrrtoroammSrrB

5 R. 2 Distributions from spht-interesltrusts Intveal on arn~p, era cenronwrv

3 cash nvwtn,enm 4 Dividends andinterest from securities 92 , 142 . 92 , 142 . STATEMENT 2 Sa Gross rents

~^ - b(NetimWlnmmeorQoss) 6a N^~[ ~ n or toss) from sale of wep not on < 1 , 2 7 6 . STATEMENT 1 0 . . . . bGmsssa~aPnmbrNl

LLrJ 000 . assemonline 6a u o ) CapiWpnnet .nwme((mmPart N,line 2) 0 .

8 Net short-term capital gain 9 Income modifications

IQa Gmssseleissmtuma ~{5/p) NC NIOYAfIC6 A

b lm cost of pooea saa V

c Gross proof or (loss) 11 Other income

O 12 Total Add lines 1 through 17 90 866 . 92 , 142 . 13 Compensa4on of offices, e4ecton, bustees etc 0 " 0 .

14 Other employee salaries and wages 15 Pension plans, employee benefits i6a Legal fees STMT 3 533 . 0 . 533 .

o nAccounting tees STMT 4 1 , 280 . 0 . 1,280 . e Other professional fees

i 17 Interest m 78 Taxes STMT 5 18 . 18 . 0 .

19 Depreciation and depletion E 20 Occupancy a 21 Travei,canterences,andmeetings 867 . 0 . 867 . v m 22 Printing and publications

23 Other expenses STMT 6 617 . 617 . 0 . 24 Total operating and administrative

a expenses nadlines 13through 23 3 315 . 635 . 2,680 . 0 25 Contn6utions itts I ts paid 99 500 . - " 9-9 , 500,

EISOu emeMs -- r, 102 815 . 635 . 102 180 .

27 Subtract line 26 from Ii 12

`6A1 -'~-CwL sa~aabw~.nn �~ <1~1 949 .

e Invesimelneb.wae+~-a) 91,507 . qWAC tneplasts-o-l N/A '

OO1:flon An Notice, see the Instructions Form 990-PF (2001 ) 1

16011006 099308 4958 2001 .06000 ELLIOTT FAMILY FOUNDATION 4958 1 \10\

Far � 990-PF Return of Private Foundation OMB NO 134}0052

or Section 4947(a)(1) Nonexempt Charitable Trust AOO DepvNwitolNeTreaury Treated as a Private Foundation Internet R°"°""° s°^"'° Note The organization may be able to use a copy of this return to satisfy state mporting requirements

For calendar year 2001, or tax year heoinnino . and en0lna

,zasn 01 xaaz

2 16011006 099308 4958 2001 .06000 ELLIOTT FAMILY FOUNDATION 4958 1

Form 990-PF(20ot) ELLIOTT FAMILY FOUNDATION 85-0457435 Page z year Balance Sheets ~~, '°°°~°~°°°~°°°"

Beginning otyear Endotyear °'°°`~°"°"s""'~' (a) Book Value '"°" (b) Book Value (c) Fair Market Value

1 Cash -nan-intereshDearing 2 Sarongs and temporary cash investments 112 , 039 . 216,366 . 216 , 3 6 _6_. 3 Accounts receivable 111111~

Less allowance for doubtful accounts 1 4 Pledges receivable 01

Less allowance for doubtful accounts 5 Grants receivable 6 Recervables due from officers, directors, trustees, and other

disqualified persons 7 07cnocuiuiaus~e "

Less allowance ford oubtful accounts 01 B Inventories for sale or use VI 9 Prepaid expenses and deferred charges

Q 10a investments-US and state government obligations o Investments -corporate stock STMT 7 2,171 , 320 . 2 055 044 . 1 , 73-9 , 456 . c Investments - corporate bonds

11 x~amms waewn~maewm~rco~ " ~ ~~ LBmmNr4n9mWem 1

12 Investments - mortgage loans 13 Investments " other 14 land, buildings, and equipment basis

tanvriui2eaemmcWm 15 Other assets (describe

16 Total assets to becomp leted b all taers 2 , 283 , 359 . 21271r410 . 1 , 955 , 822 ._ 17 Accounts payable and accrued expenses 78 Grants payable

0 19 Deferred revenue - 20 mans hom officers Elrecton Wslss one otliv EisQUallRad persons m 21 Mortgages and other notes payable J 22 Other liabilities (describe lil

23 Total liabilities add lines 17 throug h 22 ) 0 . 0 . Organizations that follow SFAS 117, check here 1 OX and complete lines 24 through 26 and lines 30 and 31

24 Unrestricted 2,283 359 . 2,271,410 . `ar 25 Temporarily restricted A m 26 Permanency restricted v

Organizations that do not follow SFAS 117, check here " 0 0 and complete lines 27 through 31

,°~ 27 Capital stock, trust principal, or current funds N 28 Paid-in or capital surplus, or land bldg , and equipment fund a 29 Retained earnings, accumulated income endowment, or other funds I % Z 30 Total net assets or tuna balances 2,283 , 359 . i 2,271,41-0 .

' 31 Total liabilities anAnetassets /fu nd halancea 2 , 283 , 359 . 1 2 r 271 , 410 .

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 s"nh end-ofyear tipure reported on pnor years return) 1 2,283,359 .

2 Enter amount from Part l,line 27a 2 <11,949 .> 3 Other increases not included in line 2 (itemize) " 3 0 4 Add lines 1, 2, and 3 4 2 271,410 . 5 Decreases not included m line 2 (itemize) " 5 0 . 6 Total net assets or fund balances at end o1 year (line 4 minus line 5) - Part II, column (6), line 30 6 22, 22 711,410 .

Fmm 990-PF Rmi)

Form 990-PF(2001) ELLIOTT F'AMiLY P'OUNllA'1'1UN Pmt IV Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e q , real estate, 2-story brick warehouse, or common sock, 200 shs MLC Co )

to REALIZED SHORT TERM GAINS - SEE DETAIL o STATEMENT ATTACHED c REALIZED LONG TERM LOSSES - SEE DETAIL a STATEMENT ATTACHED e

(e) Gross sales price (f) Depreciation allowed (g) Cost or other basis (or allowable) plus expense of sale

omplete only tar assets sowing gain in column (h) and owned by the foundation on 12/31/69

i) F M V as of 12/31/69 (1) Adjusted basis (k) Excess of cot (Q as 0112/31169 over coi (1), it any

<1,411 . >

<1 .276_> 2 Capital gain net income or (net capital loss) ~ It A am, also enter in Park I, line 7 1 If (loss, enter -0- in Part l, line 7

3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6) If gain also enter in Part I, line 8, column (c) It floss) . enter -0- in Part 1 . line 8

8 Enter qualifying distributions from Part XII, line 4 102,180 .

It line 8 is equal to or greater than line 7, check the box in Part VI, line 7b, and complete that part using a 1% lax rate See the Pan VI instructions

Form 990-PF Rmq ,z=1 Ol 7d-M

3 16011006 099308 4958 2001 .06000 ELLIOTT FAMILY FOUNDATION 4958 1

hzseeo (c) Date acquired (G) Date sold 3lion (mo,day,yr) (mo,day,yr)

P VARIOUS VARIOUS

P VARIOUS VARIOUS

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

135 .

<1,411 . >

(1) Gams (Col (h) gam minus cal (k), but not less than -0-) or

Losses (tromcai (h))

135 .

f Pin Y I Qualification Under Section 4940(e) for HCdUCOd TaX O~ Net tment Income (For optional use by domestic private foundations subject to the section 4940(a) tax an net investment income )

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

Was the organization liable for the section 4942 tax on the distnbutable amount of any year in the base penoa7 EJ Yes 0 No It'Yes; the or9aniza6on 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

ratio Base penoa years (d) (~) Distribution ratio caionnar ~~nar In r ray Saar ncninninn in, Adjusted qualifying distributions Net value of nonchantable-use assets fcol lhl divided by cot (cll

2 Total of fine 1 . column (d) 2 3 Average distribution ratio for the 5-year base period -divide the total online 2 by 5, or by the number of years

the foundation has been in existence d less than 5 years 3 .027040 8

4 Enter the net value of nanchanla6le-use assets for 2007 from Part X, line 5 d 2 , 006 , 5 8 0 .

5 Multiply line 4 6y line 3 1 5 1 54,26

6 Enter 7 % of net investment income (1% of Part I line 27b) 1 6 I y 17

7 Add lines 5 and 6

4 r

Form 990-PF(200t) ELLIOTT FAMILY FOUNDATION 85-0457435 Pag e a Pmt al 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(4)(2), check here " LJ and enter 'N/A' on line 1 Date of ruling letter (attach copy of ruling letter II necessary-see Instructions) ~ �. �, ~ +

D Domestic organizations that meet tie section 4940(e) requirements in Part V, check here " M and enter t% 1,~ ^ 4 915 . of Part I, line 27A

c All other domestic organizations enter 2% of line 27D Exempt foreign organizations enter 4% of Part I, line 12, cot (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 2 0 . 3 Add lines 1 and 2 3 915 . 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 4 0

5 Tax based on investment income Subtract line 4 tram line 3 I1 zero or less, enter-0- 5 915 . 6 CredAS/Paymenis a 2007 estimated lax payments and 2000 overpayment credited to 2001 6a 1 1 070 . UExempt foreign organizations -Uxwithheld atsource 6D c Tax paid with application for extension of time to file (form 8868) tic d Backup withholding erroneously withheld 6d

7 Total credits and payments AUdlines 6athrough 6d 7 ,1,0 ,70 . 8 Enter any penalty for underpayment of estimated tax Check here EDA Form 2220 is attached 8 9 Tai due If the total of lines 5 and 8 is more than line 7, enter amount owed " 9

10 Overpayment It line 7 is more than the total of lines 5 and 8, enter the amount overpaid " ~ 10 155 . it Enter the amount of line 10 to be Credited to 2002 estimated tea " 155 .I Refunded " 11 0 . Pmt VII-A Statements Regarding Activities to During the tax year, did the organization attempt to influence any national, state or local legislation or did d participate or intervene in Yes No

any political campaign? la X D Did it spend more than $100 during tie year (either directly or indirectly) for political purposes (see instructions for dehni6on)9 1D X

It the answer is 'Yes' to 1 a or 16, attach a deleted description of the activities and copes of any materials published or , distributed by the organization in connection with the activities

c Did the organization file Farm 1120-POL for this years lc ~ X 0 Enter the amount (d any) of tax on political expenditures (section 4955) imposed du ring the year

(1) On the organization " E 0 " (2) On organization managers " $ 0 . e Enter the reimbursement (if any) paid by tie organization during the year for political expenditure tax imposed on organization

managers " $ 0 . 2 Has the organization engaged in any actrvRies that have not previously been reported to the IRS 2' X

11 'Yes,' attach a deleted description 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? II 'Yes,' attach a conformed copy o! the changes 3 X Ia Did the organization have unrelated business gross income of 51,000 or more during tie years 4a X 6 If Yes,' has it tiled a lax return on Farm 990-T for this years N/A 4h

5 Was there a liquidation, termination, dissolution, or substantial contraction during the years 5 X If 'Yes,' attach the statement required by General lnstruction T

6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either " By language in tie governing instrument or " By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the slate law

remain in the governing instrument? 6 X 7 Did tie organization have al least E5,000 in assets at any lime during the years 7 X

If 'Yes,' complete Part ll, cot (c), and Part XV 8a Enter the states to which the foundation reports or with which n is registered (see instructions) 1

NEW MEXICO h Ii 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 G9 If 'No,' attach explanation ~ BU ~ , X 9 Is the organization claiming status as a pmate operating foundation within the meaning of section 4942(j)(3) or 4942(j)(5) for calendar

year 2001 or the taxable year beginning in 2007 (see instructions for Part XIV)? It 'Yes,' complete Pert XIV 9 X 10 Did any persons become substantial contributors during the tax years 10 X

I! 'Yes,' attach a schedule listing their names and addresses 17 Did tie organrraGOn comply with the public inspection requirements for its annual returns and exemption applicalion7 11 X

Web site address 111- N/A 72 ihebooksareinwreot " GAIL WILLIAMS ELLIOTT Telephone no " 253-265-2618

Locatedat " 4826 105TH AVE . CT . NW, GIG HARBOR, WA ZiPa "98335-5936 13 Section 49a7(a)(1) nonexempt cnarrtable trusts filing Form 99o-PF in lieu of Form 1041 - Check here

and enter the amount of tax-exempt interest recerveU or accrued during the veer " ~ 13 ~ N/A

of zi as F~ 990-PF poop

X D DM the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract I! you answered 'Yes' to 66. also ale Form 8870

Form 990-PF (2ml)

tztsaf 01 ta02

Forth 990-PF

File Forth 4720 A 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 persan7 0 Yes 0 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified persons 0 Yes OX No (3) Furnish goods, services, arfacilities to (or accept them from) a disqualified parsons E:J Yes 0 No (4) Pay compensation to . or pay or reimburse the expenses of . a disqualified parsons 0 Yes OX No (5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person) E] Yes M No (6) Agree to pay money or property to a government omnal9 (Exception Check'NO'

d the organisation agreed to make a grant to or to employ tie official for a period after termination of government service, if terminating within 90 days ) 0 Yes M No

h If any answer is Yes'to 1a(1)-(6), did any of the acts tail to quality under the exceptions described in Regulations section 53 4941(4)-3 or in a current notice regarding disaster assistance (see page 19 of the instructions) N/A Organizations relying on a current notice regarding disaster assistance check here

c Did tie organization engage in a prior year in any of the acts described in 1a, other than excepted acts, that were not corrected before tie first day of the tax year beginning in 2001? Taxes an failure to distribute income (section 4942) (does nod apply for years the organization was a private operating foundation defined in section 4942(j)(3) or 4942(j)(5))

a At the end of taz year 2001, did tie organization have any undistributed income (lines 6d and 6e, Part X1 1 1) for tax year(s) beginning before 20017 0 Yes ~ No It Yes ; list theyears "

b 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 tie year's undistributed incomes (If applying section 4942(a)(2) to all years listed, answer 'No' and attach statement - see instructions ) N / A

c lithe provisions of section 4942(a)(2) are being applied to any of tie years listed in 2a, list the years here

3a Did tie organization hold more than a 2% direct or indirect interest in any business enterprise at any time during tie years ~ Yes M No

h If Yes; did it have excess business holdings in 2007 as a result of (1) any purchase by the organization or disqualified persons after May 26, 7969, (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 4720, to determine i/ the organization had excess business holdings in 2001) 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 otter December 31, 1969) that could jeopardize it charitable purpose that had not been removed tram jeopardy before the first day of the tax year beginning in 20017

5a During the year did the organization pay or incur any amount to (S) Carry on propaganda, of othervnse attempt to influence legislation (section 4945(e))7 E:J Yes 0 No (2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly,

any voter registration drive? EJ Yes ~X No (3) Provide a pant to an individual for travel, study, or other similar purposes EJ Yes OX No (4) Provide a grant to an organization other than a charitable, etc , organization described in section

509(a)(7), (2), or (3), or section 4940(d)(2)9 =Yes 0 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 0 Yea 0 No b If any answer is 'Yes' io Sa(1)-(5) did any of tie transactions tail to quality under the exceptions described in Regulations

section 53 4945 or in a current notice regarding disaster assistance (see instrucUOns)9 N/A Organizations relying on a current notice regarding disaster assistance check here

c If the answer is 'Yes' to question Sa(4) does the organization claim exemption from the tax because 0 maintained expenditure responsibility for the prang NBA 0 Yes 0 No If *Yes,* attach the statement required by Regulations section 53 4945-5(o

6a Did the organization, during tie year, receive any lands, directly or induectry, to pay premiums on a personal benefit contracts ~ Yes ~ No

Page 5

Form 990.PF pope)

Form 990-PF(2001) ELLIOTT FAMILY FOUNDATION 85-0457435 Pages

Vlll Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation- (b) Tile, and average (c) Compensation (df c

~ onwwasm (e) Expense

(a) Name and address hours per week devote0 (If not paid, °'~~°°"�~~"° account, other IO p osition 81181 .0- rmpemlm allowances

GAIL WILLIAMS ELLIOTT RESIDENT/DI CTOR 4826 105TH AVE CT NW GIG HARBOR WA 98335-5936 1 0 . 0 . 0 . INGRID WILLIAMS ELLIOTT BOARD MEMBER 4534 BAGLEY AVENUE N . SEATTLE WA 98103 1 0 . 0 . 0 . JONATHAN NEAL ELLIOTT BOARD MEMBER P .O . BOX 536 FAIRVIEW FL 32634-0536 1 0 . 0 . 0 . EVA GARLAND ELLIOTT BOARD MEMBER 3505 CALLE DEL MONTE ALBUQUERQUE NM 87106 1 0 . 0 . 0 . 2 Compensation of five highest-paid employees (other than those included on line 1) II none, enter "NONE "

(b) Title and average ~~cwmbub~!O (e) Expense (a) Name and address of each employee paid more than E50,000 hours per weak (c) Compensation ~~ account, other

devoted to oosihon m, .�A.~, allowances

Total number of other employees paid over $50,000 3 Frve highest-paid independent contractors for professional services If none, enter "NONE "

(a) Name and address of each person paid more than $50 000 (b) Type of service

Total number of others receiving over E50,000 for professional services Part IX.A Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during tie tax year Include relevant statistical information such as the Expenses number of organizations and other beneficiaries served, conferences convened, research papers produced, etc tTHE FOUNDATION INVESTIGATES SPECIFIC CHARITABLE RECIPIENTS FOR THE FOUNDATION'S CHARITABLE DONATIONS .

2

3

4

85-0457435 Page 7

tie tax year on lines 1 and 2

Total Add lines 1 throuoh 3

Pmt X Minimum Investment Return (All domestic foundations must complete this pan Foreign foundations, see instructions )

1 Fair market value o1 assets not used (or held far use) directly in carrying out charitable, etc , purposes a Avenge mouthy fair market value of securities 6 Average o1 monthly cash balances c Fair market value of all other assets d Total (add lines la, b, and c) e Reduction claimed for blockage or other factors reported on lines to and

1c (attach detailed explanation) to 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 21rom line 1d 4 Cash deemed held for charitable activities Enter 1 1/2q of line 3 (for greater amount, see instructions) 5 Net value al noncharltaGle-use assets Subtract line 4 from line 3 Enter here and on Part V, line 4 6 Minimum Investment return Enter 5% of line 5

0

123561 of za-ox

.06000OTT FAMILY FOUNDATION 4958 1 006 0308958

Form 990-PF(2001) ELLIOTT FAMILY FOUNDATION

Part IX-B Summary of Program-Related Investments

Describe the two largest program-related investments made by the foundation N/A

2

All other program-related investments See instructions 3

WrX~ Distnbutable Amount (see instructions) (Section 4942(1)(3) and (I)(5) private operating foundations and certain foreign organizations check here " 1___1 and do not complete this part )

Minimum investment return tram Pad X line 6 1 100,329 .

2a Tax on investment income for 2001 tram Part VI, line 5 2a 915 . D Income lax for 2001 (This does no[ include the lax from Part VI ) 2b c Add lines 2a and 2b 2c 915 .

3 Uistnhutable amount before adjustments Subtract line 2c from line 1 3 99, 414 . 4a Recoveries of amounts treated as qualifying distributions 4a 0 . 6 Income distributions tram section 4947(a)(2) trusts 46

0e Add lines 4a and 4b 4e 0 . Add lines 3 and 4c 5 99,414 .

g Deduction from distnbutable amount (see instructions) ~ 6 ~ 0 7 DistrlOutaDle amount as adjusted Subtract line 6 from line 5 Enter here and on Part %III, line 1 ~ 7 99,414 .

Pmt Xll Qualifying Distributions (see instructions)

1 Amounts gab (including administrative expenses) to accomplish charitable, etc , purposes a Expenses, contributions, gifts, etc -total from Pan I, column (d), line 26 1 a 102,180 . b Program-related investments-Total from Par1l%-8 1D 0 .

2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable . etc , purposes 2 3 Amounts set aside for specific charitable projects that satisfy the a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b

4 Qialifylng distributions Add lines 7a through 36 Enter here and on Part V, line B, and Part xlll, line 4 d 102,180 . 5 Organizations that qualify under section 4940(e) for tie reduced rate of tax on net investment

income Enter 1 % of Pad I, line 27b 5 915 . 6 Adjusted qualifying distributions Subtract line 5 tram line 4 ~ 6 ~ 101, 265 .

Note The amount online 6 will be used in Part V, column (b), in subsequent years when calwlating whether the foundation qualifies /or the section 4940(e) reduction of tax in those years

Fog 990-PF uooi)

Form 990-PF(200i) ELLIOTT FAMILY FOUNDATION B5-0457435 Page e

Part XIII, Undistributed Income (see instructions)

(a) (b) (c) (E) Corpus Years pnarto 2000 2000 2001

1 Distributable amount Ior2001from Part xl,line 7 99,414 .

2 UnaotleutaOlncome II ony, o of ma and of 200D ,. a Enter amount tar 2000 only 98 , 681 . GTOwa.ano,yeens 79 ,19 ,19 0 . ~ `

3 E~ aiemeuuonsmywer It my, to 2001 a From 1996 , bFrom 7991 c From 1998 d From 1999 e From 2000 I Total of lines 3a through e 0 .

d Oualdyinqdistnbutionsfor2001from Pail %11,line a " E 102 180 .

a Applied to 2000, but not more than line 2a 98 , 681 . G Applied to undistributed income of prior years (Election required " see instructions) 0 .

c Treated as distnbu6ons out of corpus - " (Election required - see instructions) 0 .

dApplied to2001drstnDuta6leamount 3,499 . e Remaining amount distributed out of corpus 0 . °

5 E.waGbMEUOOnswrywesppl¢dtu2W1 0 . Qlanamount eppunlncolumn (d) the 5smG amount must ee shmn In column I.) )

6 Enter the net total of each column as Indicated below

BCOrpus AaGlines 714c fund 4e SubVectline 5 0 bPrior years'undistnbutedincome Subtract `

line 4b from line 2b 0 . ' c Enter the amount of poor years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed 0 .

d Subtract line 6c tram line 6b Taxable amount -seeInstructions 0 .' '

e Undistributed income for 2000 Subtract line 4a from line 2a Taxable amount -see instr 0 .

1 Undistnbuted income for 2001 Subtract lines 4d and 5 from line 1 This amount must 6e distributed in 2002 95 , 915 .

7 Amounts treated as distnbutions out of corpus to satisfy requirements imposed 6y section 170(b)(7)(E)or4942(g)(3) 0 "

8 Excess distnbutions carryover from 7996 ; , not applied on line 5 or line 7 0 . " "

9 Excess distributions carryover to 2002 - Subtract lines 7 and 8 from line 6a 0 .

10 Analysis of line 9 a Excess from 1997 If Excess from 1998 c Excess from 1999 a O Excess from 2000 e Excess from 2001 °'

Fwm 990-PF Roo9

tnni o, x~~ae

8 1 8

0600 EL

85-0457435 Page 9 iestion 9) N/A

;tion E::] 4942(j)( 3 ) or EEDD 4942 (l)( 5 ) Pnor 3 years

(e) Total (c) 1999 (4) 1998

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 mare exempt organisations as provided in section 4942(1)(3)(8)(u)

(3) Largest amount of support from an exempt organization

0 Any restrictions or limitations on awards, such as 6y geographical areas charrtaDle fields . kinds of institutions, or other lectors NONE

iwm99o-PF Raop dQSA 1

133581A1 14-02

1 innF r

990-PF1200t1 ELLIOTT FAMILY FOUNDATION OAS (see instructions and Part

1 a II the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2001, enter the date of tie ruling

D Check box to indicate whether the oruanization is a private Weratino foundation describe 2 a Enter the lesser of the adjusted net

income from Part I or the minimum investment return from Part X for each year listed

D 85% of line 2a c Oualdying distributions from Part XII,

line 41or each year listed d Amounts included in line 2c not

used directly for active conduct of exempt actrvdias

e OualAying distributions made directly for active conduct of exempt actrvdies Subtract line 2d from line 2c

3 Complete 3a, 6, or c for the attematrve test relied upon

a 'Assets' alternative test - enter (1 ) Value of all assets (2) Value of assets qualifying

under section 4942(I)(3)(B)(i) b 'Endowment' alternative test

Enter 7J3 of minimum investment glum shown in Part X, line 6 for each year listed

f Part XY 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 d they have contributed more than E5,000) (See section 507(E)(2) )

WILLIAMS ELLIOTT D List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion o1 tea ownership of a partnership or

other entity) of which the foundation has a 10% of greater interest

2 Information Regarding Contnbulion, Grant, Gift, Loan, scholarship, etc, Programs Check here 1 0 d the organization only makes contributions to preselected charitable organizations and does net accept unsolicited requests for funds II the organization makes gets, grants, etc (see instructions) to individuals or organizations under other conditions, complete items 2a, b. c, and of

a The name address, and telephone number of the person to whom applications should be addressed GAIL W . ELLIOTT, 4826 105TH AVENUE COURT NW, GIG HARBOR, WA 98335

b The farm in which applications should be submitted and information and matenals they should include NONE SPECIFIED

c My submission deadlines NONE

Form990-PF(200i) ELLIOTT FAMILY FOUNDATION BS-0457435 PaaeiU

1t760tNt-2a ox F..990-PF R0011

10

F«mB90-PF poor) dQSR 1

Form 99a-aF(zoa1) ELLIOTT FAMILY FOUNDATION 85-0457

Pmt XVI-A Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated Umnamuuwnrcaanicunie uauaea rxcuoneu veonia (e) (a) (p) I � (a) Related orexempt

Business yon 1 Program service revenue code Amount - =1e Amount function income

a 6 t d e I g Fees and contracts from government agencies

2 Membership dues and assessments 3 Interest on savings and temporary cash

investments 4 Dividends aneinterest from securities 14 92,142 . 5 Net rental income or (lass) 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 Gain or (loss) from sales of assets other

than inventory 18 <1,276 .> 9 Net income or (loss) from special events

10 Gross profit or (lass) from sales of inventory 11 Other revenue

a h C d e

12 Subtotal Add columns (b),(d),and(e) ~-~ v . 90,8 66 . 0 . 13 fatal Add line 12 columns (b), (d) and (e) " 13 90 , 866 a (See worksheet in line 13 instructions to verify calculations 1

Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

Line No Explain below how each activity for which income is reported in column (e) of Part 7NI-A contributed importantly to the accomplishment of V I the organization's exempt purposes (other than by providing funds for such purposes)

Form 990-PF(200t) ELLIOTT FAMILY FOUNDATION BS-0457435 Page i2 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Exempt Organizations

1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

a Transfers tram the reporting organization to a noncharrtable exempt organization of (t) Cash to 1 m FX~ (2) Othera55et5 1a 2 X

D Other Transactions , (1) Sales of assets to a nonchantable exempt organization 70 1 ' X (2) Purchases of assets from a nonCharitahle exempt organization lb (2 ) X (3) Rental of facilities, equipment, or other assets 1 D 3 X (4) Reimbursement arrangements 1 b ( 4 ) (5) Loans or loan guarantees 1 b ( 5 ) X (6) Performance of services or membership orfund raising solicitations 1b ( 6 ) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1 e X d If the answer to any of the above is 'Yes,' complete the following schedule Column (6) should always show the fair market value at the goods, other assets,

or services given by the reporting organization It the organization received less than fair market value in any transaction or sharing arrangement, show in

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 5277 Yes [K] No

6 If Yes ; complete the following schedule let Name of oraaniution IUI Tvoe of oraaniu6on let Descinotion of relationship

Under pastas of pmu7 I declare Mat 1 Mme uertineC Nrs rcwm, inputhep amcmpenying sCieCUle and stat~anb, as ro Ne Oesl of my knvwieape and WW It is tru4 corrsl Wmmp~pfe.DQJra4onolpreperc(oPePan.tupeyvorfiduaary) lfbaeCOnYIInbrmaoonolwlniM rt~wvhm YnoMea

or trustee

Fi���~� ,a� MOSS/ADAMS LLP esnmwovcq '1301 A STREET, SUITE 600

TACOMA, WA 98402-4205

,z362, 01 2a-02

m 0 2 c a fA y

a

PRparers' sianatura

ELLIOTT FAMILY FOUNDATION BS-0457435

FORM 990-PF GAIN OR (LOSS) FROM SALE OF ASSETS STATEMENT 1

(A) DESCRIPTION OF PROPERTY

REALIZED SHORT TERM GAINS - SEE DETAIL STATEMENT ATTACHED

(C) COST OR

OTHER BASIS

44,865 .

(A) DESCRIPTION OF PROPERTY

REALIZED LONG TERM LOSSES - SEE DETAIL STATEMENT ATTACHED

(C) COST OR

OTHER BASIS

71,411 .

(B) GROSS

SALES PRICE

70,000 .

CAPITAL GAINS DIVIDENDS FROM PART IV

TOTAL TO FORM 990-PF, PART I, LINE 6A

0 .

<1,276 .>

FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 2

COLUMN (A) AMOUNT

92,142 .

92,142 . 0 TOTAL TO FM 990-PF, PART I, LN 4

13 f.T .

STATEMENT S) 1, 2 ATTf1N dQSR 1

(B) GROSS

SALES PRICE

45,000 .

MANNER DATE ACQUIRED ACQUIRED DATE SOLD

PURCHASED VARIOUS VARIOUS

(D) (E) (F) EXPENSE OF

SALE DEPREC . GAIN OR LOSS

0 . 0 . 135 .

MANNER DATE ACQUIRED ACQUIRED DATE SOLD

PURCHASED VARIOUS VARIOUS

(D) (E) (F) EXPENSE OF

SALE DEPREC . GAIN OR LOSS

0 . 0 . <1,411 .>

SOURCE

MORGAN STANLEY DEAN WITTER

GROSS AMOUNT

92,142 .

92,142 .

CAPITAL GAINS DIVIDENDS

0

FORM 990-PF ACCOUNTING FEES

EXPENSES NET INVEST-DESCRIPTION PER BOOKS MENT INCOME

ACCOUNTING EXPENSE 1,280 . 0 .

TO FORM 990-PF, PG 1, LN 16B 1,280 . 0 .

STATEMENT 5 FORM 990-PF TAXES

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

FOREIGN PAID ON INVESTMENT INCOME 18 . 18 . 0 .

TO FORM 990-PF, PG 1, LN 18 18 . 18 . 0 .

FORM 990-PF OTHER EXPENSES STATEMENT 6

DESCRIPTION

AAA ANNUAL SERVICE FEE OTHER FEES

TO FORM 990-PF, PG 1, LN 23

14 STATEMENT S) 3, 4, 5, 6 T.T.TOTT FAMTT.V F(fIiNTIATTON 495R 1

ELLIOTT FAMILY FOUNDATION

FORM 990-PF

DESCRIPTION

LEGAL EXPENSE

TO FM 990-PF, PG 1, LN 16A

LEGAL FEES

(A) (B) EXPENSES NET INVEST-PER BOOKS MENT INCOME

533 . 0 .

533 . 0 .

85-0457435

STATEMENT 3

(C) (D) ADJUSTED CHARITABLE

NET INCOME PURPOSES

533 .

533 .

STATEMENT 4

(C) (D) ADJUSTED CHARITABLE NET INCOME PURPOSES

1,280 .

1,280 .

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE PER BOOKS MENT INCOME NET INCOME PURPOSES

100 . 100 . 0 . 517 . 517 . 0 .

617 . 617 . 0 .

CORPORATE STOCK FORM 990-PF

BOOK VALUE

2,055,044 .

2,055,044 .

DESCRIPTION

MORGAN STANLEY DEAN WITTER

TOTAL TO FORM 990-PF, PART II, LINE lOB

STATEMENT 8 FORM 990-PF GRANTS AND CONTRIBUTIONS PAID DURING THE YEAR

RECIPIENT RELATIONSHP AMOUNT

NONE 3,000 .

NONE 2,000 .

NONE 3,000 .

RECIPIENT RECIPIENT NAME AND ADDRESS STATUS PURPOSE OF GRANT

ALHURQUERQUE HEALTHCARE 501(C)3 DONATION

CHARLES WRIGHT ACADEMY 501(C)3 DONATION

CHILDREN'S MUSEUM OF 501(C)3 DONATION MANHATTAN

WHITNEY MUSEUM OF AMERICAN 501(C)3 ART

MUSEUM OF MODEM ART 501(C)3

NEW MEXICO JAZZ WORKSHOP 501(C)3

NM AIDS SERVICES INC . 501(C)3

EL MUEO DEL BARRIO 501(C)3

OUTPOST PRODUCTIONS INC . 501(C)3

PLANNED PARENTHOOD OF NM 501(C)3

WOMEN'S COMMUNITY 501(C)3 ASSOCIATION

FREE 501(C)3

ART IN THE SCHOOL INC . 501(C)3

UCLA JONSSON CANCER CENTER 501(C)3 FOUNDATION

DONATION NONE 3,000 .

DONATION NONE 3,000 .

DONATION NONE 3,000 .

DONATION NONE 3,000 .

DONATION NONE 3,000 .

DONATION NONE 3,000 .

DONATION NONE 1,000 .

DONATION NONE 3,000 .

DONATION NONE 8,500 .

DONATION NONE 1,000 .

DONATION NONE 25,000 .

STATEMENT S) 7, 8 ATTnN 4958 1

15 7.T .

ELLIOTT FAMILY FOUNDATION 85-0457435

STATEMENT 7

FAIR MARKET VALUE

1,739,956 .

1,739,456 .

,ELLIOTT FAMILY FOUNDATION

PACA AAR 501(C)3

FRIENDS OF THE Y 501(C)3

CAROLINA HORSE PARK 501(C)3 FOUNDATION

SOLOMON R GUGGENHEIM MUSEUM 501(C)3

THE METROPOLITAN MUSEUM OF 501(C)3 ART

AMERICAN MUSEUM OF NATURAL 501(C)3 HISTORY

VERTEX INC 501(C)3

PEOPLES ANTI CRUELTY ASSOC . 501(C)3 OF NM

TOTAL TO FORM 990-PF, PART XV, LINE 3A

85-0457435

2,000 .

500 .

17,500 .

3,000 .

3,000 .

3,000 .

3,000 .

3,000 .

99,500 .

DONATION NONE

DONATION NONE

DONATION NONE

DONATION NONE

DONATION NONE

DONATION NONE

DONATION NONE

DONATION NONE

1011006 099308 4958 16 STATEMENT S) 8

2001 .06000 ELLIOTT FAMILY FOUNDATION 48

85-0457435

DETAIL STATEMENT OF REALIZED GAINS .AND LOSSES

Short Term Cons Edison Co 6500 01 Fbrg Sub Total Short Term Long Term Amern Exp Co 8500 01Aurg Virginia Elec Mtn 8200 01 Oc11 Sub Total Long Term

20000 04-12-00 08-15-01 50000 04-12-00 10-11-01

$115,000.00 Total Proceeds

ELLIOTT FAMILY FOUNDATION 2001 FORM 990-PF

45000 04-12-00 02-01-01

Totals For Closing Transactions With Cost Data Available

$44,86500 $45,006 00 $13500 $44,86500 $45,00000 $13500

$20,426 35 $20,000 00 ($42635) $50,984 85 $50,000 00 ($984 85) $71,41120 $70,00000 ($1,41120)

$116,276.20 $115,000.00 ($1,276.20)

Application for Extension of Time To File an Exempt Organization Return OMB No 1545 1709

Form 8868 (December 2000) Deparbnent of Me Trwury

" File a for each return

" If you we filing for an Automatic 3-Month Extension, complete only Part I and check this box " It you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form) Note Do not complete Part II unless you have already been granted an automatic 3-month extension on a previously filed Form 8868 - . ._ . . Part I Automatic 3-Month Extension of Time - only submit original (no copies needed)

Nor [::] Note 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 tar returns Partnerships, REMICs and trusts must use Form 8736 to request an extension of time to file Form 1065, 1066, or 1047

Type or Name of Exempt Organization Employer identification number print

ELLIOTT FAMILY FOUNDATION Number, street, and room or suite no It a P O box, see instructions 4826 - 105TH AVENUE COURT NW City, town or post office, slate, and ZIP code For a foreign address, see instructions

85-0457435 File by the due date or filing Your RNm $ep mswcuons

Under penalties of penury, 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

49581 08560508 099308 4958 2001 .05020 ELLIOTT FAMILY FOUNDATION

Check type of return to be filed(fle a separate application for each return)

Form 990 ~ Form 990 T (corporation) ~ Form 4720 Form 990 BL ~ Form 990 T (sec 407 (a) or 408(a) trust) E~] Form 5227 Form 990 EZ Cl Forth 990-T (trust other than above) ~ Form 6069

0 Form 990 PF ~ Form 1041 A ~ Form 8870

I( the organization does not have an office or place of business in the United States, check this box " 0 " II 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 " 0 Ii it is for part of the group, check this box " = and attach a list with the names and EINs of all members the extension will cover

1 I request an automatic 3 month (6 month, for 990-T corporation) extension of time until AUGUST 15, 2002 to file the exempt organization return for the organization named above The extension is for the organization's return for " ~X calendar year 2 0 O 1 or " 0 tax year beginning , and ending

2 If this tax year is for less than 72 months, check reason ~ Initial return ~ Final return ~ Change in accounting period

3a If this application is for Form 990 BL, 990-PF, 990 T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits See instructions $ 9 15 .

b 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 $ 1, 2 01 .

c Balance Due Subtract line 3b from line 3a Include your payment with this form, or, if required, deposit with FTD coupon or, d required, by using EFTPS (Electronic Federal Tax Payment System) See instructions $ 0 .

Signature and Verification

LHA For Paperwork RedGcUon Act Notice, see mstrYcLon RE(;tl V C v

OCT 2 0 2002

C~GDEK UT

o,-,

Farm 8888 (12-2000)

norm OBCB(12-2000) Page 2

If you are filing for an Additional (not automates) 3-Month Extension, complete only Part II and check this box I~ X~ Note* Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form BBfiB, 0 If you are filing for an Automatic 3-Month Extension, complete on Pan I (on page 1) Fart 11 Additional not automatic 3-Month Extension of Time - Must file Original and One Co

Type or Name of Exempt Organization Employer identification number

print ELLIOTT FAMILY FOUNDATION 85-0457435 File

a' Number, street, and room or suRe no If a P O box, see instructions For IRS use only --.um.4826 - 105TH AVENUE COURT NW Illlnq me .tum s" City, town or post office, state, and 21P code For a foreign address, see instructions

PIG HARBOR WA 98335 Check type of return to be filed (File a separate application for each return) 0 Forth 990 = Form 990 EZ D Form 990-T (sec 401(a) or 40B(a) trust) ~ Forth 1041 A 0 Form 5227 ~ Form 8870

Form 990-BL D Form 990 PF D Form 990 T (trust other than above) ~ Form 4720 ~ Form 6069

STOP Do not complete Part If if you were not al re ady granted an automatic 3-month extension on a previously filed Form 8868

" If the organization does not have an once or place of business in the United Sates, check this box If this is for a Group Return, enter the organization's lour digit Group Exemption Number (GEM If this is (or the whole group, check this

box " = If it is for part of the group, check this box 1 = and attach a list with the names and EINs of all members the extension is for

4 I request an additional 3-month extension o1 time until NOVEMBER 15, 2002 5 For calendar year 2 0 0 1 , or other tax year beginning ar ending 6 If this tax year is for less than 12 months, check reason ~ Initial return ~ Final return 0 Change in accounting period 7 State in detail why you need the extension

ADDITIONAL TIME IS REQUESTED TO GATHER THE NECESSARY INFORMATION TO PREPARE A COMPLETE AND ACCURATE RETURN .

8a If this application is for Form 990 BL, 990 PF, 990 T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits See instructions S 915 .

~~~2 / vZ

City or town, province or state, and country (Including postal or ZIP code) SUBMISSION PROCESSING OGDEN oi;boi I TACOMA, WA 98402

Form 8868 (12-2000) 14270720 099308 4958 2001 .06000 ELLIOTT FAMILY FOUNDATION 4958 1

b If this application is for Form 990-PP, 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 Farm 8868 § 1, 201 .

c Balance Due Subtract line 8b from line 8a Include your payment with this form, or, if required, deposit with FTD coupon or, d required, by using EFTPS (Electronic Federal Tax Payment System) See instructions

Signature and Verification Under penalties of penury, 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

.- , - - -,~~/ Notice to Applicant - To Be Completed by the IRS ICJ We have approved this aoplication Please attach this form to the organization's return D We have not approved this application However, we have granted a 10day 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 torn to the organization's return

D 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 the t 0-day grace period We cannot consider this application because it was filed after the due date of the return for which an extension was requested

D Other

By Director

Alternate Mailing Address " Enter the address if you want the copy of this application for an additional 3 different than the one entered above

Name MOSS ADAMS LLP ATTN : NANCY

Type Number and street pncluCe suite, room, or apt no ) Or a P O box number or print I 1307 "A" STREET, SUITE 600