2018-02-05T15:57:52-06:00 2017-06-30 131655065 LUTZ AND CARR CPAS LLP 551 FIFTH AVENUE SUITE 400 NEW YORK NY 10176 990 2016-07-01 133630066 APOLLO THEATER FOUNDATION INC APOL 2125315300 253 WEST 125TH STREET NEW YORK NY 10027 JONELLE PROCOPE PRESIDENT 2125315300 2018-01-29 1 DONALD SHAEFITZ P00449034 2126972299 38.142.140.186 2018-01-29 15:21:10 ES P 7B20775B69BF4BDE3892C9DE05F670E3CF789805 92F1F5EA3B3027A7BC03EA797A0C5FF6C1E07BC1 2016 2021-01-29 14:40:06Z JONELLE PROCOPE 253 WEST 125TH STREET NEW YORK NY 10027 20199447 0 X WWW.APOLLOTHEATER.ORG X 1991 NY THE APOLLO THEATER FOUNDATION, INC., A NOT-FOR-PROFIT ORGANIZATION ESTABLISHED IN 1991, IS DEDICATED TO THE PRESERVATION AND DEVELOPMENT OF THE LEGENDARY APOLLO THEATER THROUGH THE APOLLO EXPERIENCE, INCLUDING WORLD CLASS PERFORMANCES AND EDUCATION PROGRAMS. 33 32 470 32 0 -250 7454458 11859438 4337633 6741434 1518805 132 509692 445795 13820588 19046799 0 0 0 0 8471822 8372528 0 0 2161186 5888210 8551235 14360032 16923763 -539444 2123036 43521334 46072644 2180269 2608543 41341065 43464101 X THE APOLLO THEATER FOUNDATION, INC., A NOT-FOR-PROFIT ORGANIZATIONESTABLISHED IN 1991, IS DEDICATED TO THE PRESERVATION AND DEVELOPMENTOF THE LEGENDARY APOLLO THEATER THROUGH THE APOLLO EXPERIENCE OFWORLD-CLASS LIVE PERFORMANCES AND EDUCATION PROGRAMS THAT HONOR THEINFLUENCE AND ADVANCE THE CONTRIBUTIONS OF AFRICAN-AMERICAN ARTISTS ANDADVANCE EMERGING CREATIVE VOICES ACROSS CULTURAL AND ARTISTIC MEDIA.THE APOLLO THEATER FOUNDATION, INC.'S VISION IS TO EXPAND THE REACH OF THE APOLLO EXPERIENCE TO A WORLDWIDE AUDIENCE. 0 0 10499387 6446015 PERFORMING ARTS PROGRAMS: THE APOLLO CELEBRATED ITS 83RD SEASON IN FY'17, WHICH FEATURED MORE THAN 150 WORLD-CLASS MULTIDISCIPLINARY PROGRAMS ON ITS STAGES. EACH YEAR, THE PROGRAMMING SHOWCASES THE APOLLO'S INCREDIBLE GROWTH AS A PERFORMING ARTS PRESENTER IN NYC, CONTINUING ITS LEGACY OF BRINGING DIVERSE ARTISTS TO THE APOLLO'S WORLD FAMOUS STAGE, AND CREATING A PLATFORM FOR THE BEST IN EMERGING ARTISTS IN DANCE, THEATER, AND MUSIC. THE APOLLO'S SEASON BEGAN OCTOBER 22, 2016 WITH 100: THE APOLLO CELEBRATES ELLA, A CENTENNIAL CELEBRATION OF JAZZ LEGEND ELLA FITZGERALD WHO STARTED HER CAREER ON AMATEUR NIGHT AT THE APOLLO IN 1934. THE APOLLO COLLABORATED WITH MUSIC PRODUCER GREGG FIELD ON A ONE NIGHT ONLY, SOLD-OUT EVENT WITH THE COUNT BASIE ORCHESTRA AND FEATURED VOCALISTS PATTI AUSTIN, ANDRA DAY, MONICA MANCINI, CASSANDRA WILSON, LIZZ WRIGHT, AND AFRO BLUE--HOWARD UNIVERSITY'S PREMIER VOCAL JAZZ ENSEMBLE. THROUGHOUT FY'17, THE APOLLO CELEBRATED "THE FIRST LADY OF SONG" WITH PERFORMANCES AND SPECIAL PROGRAMS. BALLET HISPANICO, THE NATION'S PREMIERE LATINO DANCE COMPANY, RETURNED TO THE APOLLO WITH A NEW WORK CO-COMMISSIONED BY THE APOLLO THEATER ENTITLED LINEA RECTA, CHOREOGRAPHED BY COLUMBIAN-BELGIAN CHOREOGRAPHER ANNABELLE LOPEZ OCHOA. THE PROGRAM ALSO INCLUDED ENCORE PERFORMANCES OF DANZON AND CLUB HAVANA. THE BALLET HISPANICO ENGAGEMENT INCLUDED ONE MAINSTAGE PERFORMANCE AS WELL AS TWO SCHOOL DAY LIVE PERFORMANCES, WHICH TOOK PLACE 11/18/16 - 11/19/16. EACH YEAR, THE APOLLO PRESENTS HOLIDAYS AT THE APOLLO, A SERIES OF HOLIDAY-THEMED PROGRAMMING. THE FIRST NOEL MOVED TO THE MAINSTAGE FROM ITS SOUNDSTAGE WORLD PREMIERE (IN 2015). PRESENTED IN PARTNERSHIP WITH THE CLASSICAL THEATRE OF HARLEM, THE APOLLO COLLABORATED ON THE 10- PERFORMANCE RUN ON ITS 1,500-SEAT MAINSTAGE THEATER, WHICH TOOK PLACE 12/10/16 - 12/18/16. THE APOLLO'S 11TH ANNUAL KWANZAA CELEBRATION FEATURED TWO DANCE PERFORMANCES ON 12/31/16 FROM ABDEL SALAAM'S FORCES OF NATURE DANCE THEATER. ON FEBRUARY 25, 2017 (2 SHOWS), THE APOLLO THEATER PRESENTED AFROPUNK'S UNAPOLOGETICALLY BLACK: THE AFRICAN-AMERICAN SONGBOOK REMIXED, AS A PART OF ITS "UPTOWN TAKEOVER". THE APOLLO CONCERT SHOWCASED PROTEST MUSIC WITH A CONTEMPORARY CONCERT WITH CREATIVE AND MUSICAL DIRECTION BY ROBERT GLASPER WITH IGMAR THOMAS & THE REVIVE BIG BAND, AND FEATURING BILAL, TOSHI REAGON, JILL SCOTT, TUNDE ADEBIMPE (TV ON THE RADIO), STACEYANN CHIN. ON MARCH 11, 2017, THE APOLLO PRESENTED ITS 5TH ANNUAL AFRICA NOW! CONCERT IN PARTNERSHIP WITH WORLD MUSIC INSTITUTE, CELEBRATING THE BEST OF TODAY'S AFRICAN MUSIC SCENE. HIGHLIGHTING WEST AFRICAN SOUNDS, THE AFRICA NOW! ARTISTS INCLUDED: MBONGWANA STAR, SONGHOY BLUES, LURA, AND DJ NENIM.THE WOW FESTIVAL WAS HELD MAY 4-7, 2017, AND BROUGHT MORE THAN 7,300 PEOPLE TO THE APOLLO TO EXPLORE ISSUES THAT FACE WOMEN AROUND THE WORLD AND IN NYC. WOW WAS MADE UP OF 36 EVENTS, INCLUDING: 21 EXPERT-LED INTERACTIVE DIALOGUES, 9 PERFORMANCES, 5 PANEL DISCUSSIONS, AND 1 FILM SCREENING, INVOLVING 117 ARTISTS AND SPEAKERS, AS WELL AS A MARKETPLACE OF DIFFERENT WOMEN'S ORGANIZATIONS WITH OPPORTUNITIES FOR CIVIC ENGAGEMENT. THE FESTIVAL FEATURED MANY EXCITING PARTICIPANTS, INCLUDING LUPITA NUONG'O, GABBY DOUGLAS, AMONG MANY OTHERS. THE WOW FESTIVAL INCLUDED AN ABBEY LINCOLN TRIBUTE CONCERT, A MAINSTAGE CONCERT THAT WAS THE ARTISTIC HIGHLIGHT OF THE FESTIVAL, HONORING THE LEGACY OF LINCOLN WHO HAD A VOICE CAPABLE OF EVOKING THE JOYS AND PAINS OF LIFE. SHE CARVED A NICHE AS A SINGER, SONGWRITER, ACTIVIST, ACTRESS, AND STORYTELLER FOR OVER 40 YEARS. FOUR INCREDIBLE FEMALE JAZZ ARTISTS CAME TOGETHER TO HONOR HER CAREER - DEE DEE BRIDGEWATER, CASSANDRA WILSON, ESPERANZA SPALDING, AND TERRI LYNE CARRINGTON - FOR EVENING OF MUSIC. THE PARTNERS FOR THIS PROGRAM WERE THE JOHN F. KENNEDY CENTER FOR THE PERFORMING ARTS AND THE KIMMEL CENTER FOR THE PERFORMING ARTS.AMATEUR NIGHT RAN EACH WEDNESDAY THROUGHOUT THE YEAR FOR 40 SHOWS FEATURING COMPETITION FROM EMERGING TALENT, WITH PARTICIPATION FROM LIVE AND DIGITAL AUDIENCES. PARTICIPANTS WERE SELECTED BY AMATEUR NIGHT PRODUCER, MARION CAFFEY, VIA YEAR-ROUND LIVE AND ONLINE AUDITIONS. AMATEUR NIGHT LAUNCHES THE CAREERS OF MANY NEW ARTISTS WHO GO ON TO PERFORM AT VENUES LOCALLY, NATIONALLY, AND INTERNATIONALLY, AND HAS BEEN DOING SO SINCE 1934. 2853043 295419 EDUCATION, COMMUNITY, AND FAMILY PROGRAMMING:THE APOLLO REMAINS A LEADING CULTURAL ANCHOR FOR UPPER MANHATTAN AND THE 125TH STREET CORRIDOR, ENGAGING AN ANNUAL AUDIENCE OF MORE THAN 200,000, INCLUDING HARLEM AND NEW YORK RESIDENTS AS WELL AS NATIONAL AND INTERNATIONAL TOURISTS. IN ADDITION TO PERFORMING ARTS, THE APOLLO OFFERS COMMUNITY PROGRAMS THAT ADDRESS IMPORTANT ISSUES AND MEANINGFULLY ENGAGE OUR NEIGHBORHOOD INCLUDING: THE ANNUAL FREE HARLEM HEALTHY SOUL FESTIVAL; A FREE ANNUAL OPEN HOUSE; APOLLO HISTORIC BACKSTAGE TOURS; THE FREE UPTOWN HALL SERIES FOSTERING DIALOGUE AROUND PRESSING ISSUES IN OUR COMMUNITY; A MONTH OF FREE AND AFFORDABLE HOLIDAY PROGRAMMING EACH DECEMBER; AND AN ARRAY OF FREE AND LOW-COST PROGRAMS THROUGHOUT THE YEAR, INCLUDING A WIDE-REACHING TICKET ACCESS PROGRAM ENSURING BROAD ACCESSIBILITY TO THE THEATER'S RANGE OF PERFORMING ARTS AND ENTERTAINMENT. THE APOLLO THEATER IS COMMITTED TO ENGAGING STUDENTS AND YOUTH THROUGH INNOVATIVE EDUCATION INITIATIVES. THE APOLLO THEATER ACADEMY OFFERS HANDS-ON PROGRAMS TO DEVELOP CAREER AND LEADERSHIP SKILLS IN UNDER-SERVED TEENS BY ENGAGING THEM IN "BEHIND THE SCENES" ARTS AND ENTERTAINMENT PROFESSIONS INCLUDING TECHNICAL THEATER APPRENTICESHIPS, ADMINISTRATIVE INTERNSHIPS, AND INFORMATIVE PANEL DISCUSSIONS. THE APOLLO ORAL HISTORY PROJECT IS AN IN-DEPTH IN-SCHOOL PROGRAM WHERE HARLEM STUDENTS TRANSFORM LOCAL HISTORY INTO ORIGINAL THEATRICAL AND MULTIMEDIA PROJECTS. EXTENDING THE APOLLO EXPERIENCE TO A NEW GENERATION OF THEATERGOERS WHILE SUPPORTING CLASSROOM LEARNING AND IN-SCHOOL WORK, SCHOOL DAY LIVE AND FAMILY SHOWTIME PERFORMANCES ALLOW MORE THAN 11,000 STUDENTS, TEACHERS, AND FAMILIES TO EXPERIENCE WORLD-CLASS PERFORMING ARTS PRESENTATIONS ON THE APOLLO STAGES. THROUGH ITS PERFORMING ARTS PROGRAM, EDUCATION AND COMMUNITY INITIATIVES, AND OTHER ENDEAVORS SUCH AS DIGITAL MEDIA AND THE ARCHIVES, THE ICONIC APOLLO THEATER EXTENDS ITS LEGACY AS A WORLD RENOWNED PERFORMING ARTS CENTER AND A NURTURING HOME FOR DIVERSE ARTISTS. THE THEATER CONTINUES TO SHOWCASE POPULAR AND EMERGING TALENT AND ENGAGE AUDIENCES WITH ITS ARTISTIC, EDUCATION AND COMMUNITY PROGRAMMING. WITH DEMONSTRATED LONGEVITY AS A SIGNIFICANT AMERICAN CULTURAL CENTER, THE APOLLO REMAINS A CELEBRATED AND ACCESSIBLE VENUE FOR DIVERSE AUDIENCES, ARTISTS AND COMMUNITIES. 13352430 1 1 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 219 0 1 470 1 0 0 0 0 0 1 1 0 0 0 0 X 33 32 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X MICHELE PAGNOTTA 2125315307 253 WEST 125TH STREET NEW YORK NY 10027 RICHARD PARSONS CHAIRMAN 1.00 X X 0 0 0 WILLIE E WOODS TREASURER 1.00 X X 0 0 0 JOHN W CARR ESQ SECRETARY 1.00 X X 0 0 0 ALFRED C LIGGINS III VICE CHAIRMAN 1.00 X X 0 0 0 RONALD O PERELMAN VICE CHAIRMAN 1.00 X X 0 0 0 CHARLES PHILLIPS VICE CHAIRMAN 1.00 X X 0 0 0 JOHN D DEMSEY MEMBER 1.00 X 0 0 0 T TROY DIXON MEMBER 1.00 X 0 0 0 YOLANDA FERRELL-BROWN MEMBER 1.00 X 0 0 0 MAYA L HARRIS MEMBER 1.00 X 0 0 0 DAISEY M HOLMES MEMBER 1.00 X 0 0 0 MARCELLA A JONES MEMBER 1.00 X 0 0 0 PAUL TUDOR JONES II MEMBER 1.00 X 0 0 0 QUINCY JONES MEMBER 1.00 X 0 0 0 ROBERT K KRAFT MEMBER 1.00 X 0 0 0 LOIDA NICOLAS LEWIS MEMBER 1.00 X 0 0 0 WILLIAM E LIGHTEN MEMBER 1.00 X 0 0 0 CAROLYN MINICK MASON MEMBER 1.00 X 0 0 0 JASON L MATHEWS MEMBER 1.00 X 0 0 0 MARK A MOORE MEMBER 1.00 X 0 0 0 RACQUEL ODEN MEMBER 1.00 X 0 0 0 PHILIP R PITRUZZELLO MEMBER 1.00 X 0 0 0 JOANN H PRICE MEMBER 1.00 X 0 0 0 LISA GARCIA QUIROZ MEMBER 1.00 X 0 0 0 MARCUS SAMUELSSON MEMBER 1.00 X 0 0 0 DEBRA SHRIVER MEMBER 1.00 X 0 0 0 EARL W STAFFORD MEMBER 1.00 X 0 0 0 LESLIE M UGGAMS MEMBER 1.00 X 0 0 0 BRONSON VAN WYCK MEMBER 1.00 X 0 0 0 PHARRELL WILLIAMS MEMBER 1.00 X 0 0 0 VAUGHN C WILLIAMS MEMBER 1.00 X 0 0 0 PATRICIA MILLER ZOLLAR MEMBER 1.00 X 0 0 0 JONELLE PROCOPE PRESIDENT & CEO 35.00 X X 258615 0 8275 JACQUES BRUNSWICK COO 35.00 X 232754 0 17585 MIKKI SHEPARD EXECUTIVE PRODUCER (THROUGH 6/2016) 35.00 X 126853 0 5667 KAMILAH FORBES EXECUTIVE PRODUCER (AS OF 9/2016) 35.00 X 57635 0 85 DONNA LIEBERMAN SENIOR DIRECTOR OF DEVELOP 35.00 X 167785 0 13874 MICHELE PAGNOTTA SENIOR DIRECTOR OF FINANCE 35.00 X 151841 0 14133 LAURA E GREER ASSOCIATE PRODUCER 35.00 X 136325 0 13454 NEIL J LEVY GENERAL MANAGER 35.00 X 142617 0 13732 MELISSA SKINNER SENIOR DIRECTOR OF MARKETING 35.00 X 108079 0 11339 1382504 0 98144 10 0 1 0 CLASSICAL THEATRE OF HARLEM 566 WEST 159TH STREET 44 NEW YORK NY 10032 PRODUCITON AND ARTIST MANAGEMENT 280124 COMMUNITY COUNSELING SERVICE 527 MADISON AVENUE 5TH FL NEW YORK NY 10022 FUNDRAISING CAMPAIGN CONSULTANTS 247000 AFRO-PUNK LLC 350 GRAND AVE BROOKLYN NY 11238 PRODUCITON AND ARTIST MANAGEMENT 135750 3 218672 4377527 2466156 4797083 219405 11859438 FACILITY RENTAL 711300 3669264 3669264 ADMISSIONS 711300 2655855 2655855 LICENSING FEES 900099 416315 416315 6741434 132 132 1037866 4377527 1037866 0 454097 114782 339315 339315 MISCELLANEOUS INCOME 900099 106480 106480 106480 19046799 6741434 0 445927 713383 360953 216880 135550 6961043 5493514 479362 988167 372844 307394 40277 25173 299611 286471 2812 10328 25647 19602 2299 3746 44880 15708 17952 11220 71056 8150 62906 13350 13350 1016410 662627 39008 314775 678410 677382 162 866 1110584 752443 201822 156319 312377 120864 106316 85197 553338 519118 7824 26396 68401 12049 12509 43843 1503959 1503959 212592 74407 85037 53148 PROFESSIONAL EMPLOYEE O 1447133 1106051 129704 211378 ARTIST FEES 1058868 1056118 2750 OTHER EXPENSES 266729 234312 1739 30678 HOSPITALITY 193148 141308 3538 48302 16923763 13352430 1410147 2161186 630746 1131923 110109 60209 2503286 5068019 211861 298651 84533 93239 189585 207319 53146884 14529983 39192821 38616901 598393 596383 43521334 46072644 798201 1550857 549867 457719 832201 599967 2180269 2608543 X 40434815 39461601 856250 3952500 50000 50000 41341065 43464101 43521334 46072644 2123036 0 X 0 1 X 1 0 X 11489913 8067499 6786924 7454458 11859438 45658232 4044132 5363027 5150811 4741042 7195531 26494543 15534045 13430526 11937735 12195500 19054969 72152775 2348634 1067827 1371350 2172701 3625444 10585956 244413 577909 109338 299547 1697988 2929195 2593047 1645736 1480688 2472248 5323432 13515151 58637624 2505833 2673648 2896450 1518805 132 9594868 2505833 2673648 2896450 1518805 132 9594868 14307 77844 50318 204372 106480 453321 18054185 16182018 14884503 13918677 19161581 82200964 0.71330 0.69950 0.11670 0.15420 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 13350 13350 0 PART II-B, LINE 1: THE APOLLO THEATER FOUNDATION, INC. RETAINED MANATT PHELPS TO LOBBY NEW YORK CITY FOR PUBLIC SUPPORT. 577538 X X 0 50000 50000 50000 50000 50000 50000 50000 50000 50000 50000 1.00000 0 0 49351050 11729837 37621213 3349834 2800146 549688 446000 446000 38616901 PART III, LINE 4: THE THEATER MAINTAINS A COLLECTION OF HISTORICAL PORTRAITS OF LEGENDARY ARTISTS AND EVENTS THAT PERFORMED AND OCCURRED, RESPECTIVELY, AT THE THEATER. THESE PORTRAITS ARE HELD PRIMARILY FOR ARTISTIC AND THEATRICAL PURPOSES. PART V, LINE 4: THE APOLLO'S ENDOWMENT CONSISTS OF AN INDIVIDUAL FUND ESTABLISHED FOR HISTORIC PRESERVATION USE. ANNUAL GALA 2349652 1705394 644258 197483 135405 172725 138645 HAMPTONS EVENT 2674500 2397744 276756 33820 217792 25144 1 391241 274389 116852 17942 36977 1250 60683 5415393 4377527 1037866 249245 172382 391767 224472 1037866 0 X X X X 0 0 0 0 0 0 0 0 0 JONELLE PROCOPE PRESIDENT & CEO 258615 0 0 0 0 0 0 0 8275 0 266890 0 0 0 JACQUES BRUNSWICK COO 232754 0 0 0 0 0 9310 0 8275 0 250339 0 0 0 DONNA LIEBERMAN SENIOR DIRECTOR OF DEVELOP 167785 0 0 0 0 0 6711 0 7163 0 181659 0 0 0 MICHELE PAGNOTTA SENIOR DIRECTOR OF FINANCE 151841 0 0 0 0 0 6074 0 8059 0 165974 0 0 0 NEIL J LEVY GENERAL MANAGER 142617 0 0 0 0 0 5705 0 8027 0 156349 0 0 0 X TRAVEL VOUCHERS 1 118000 FAIR MARKET VALUE X LIQUOR 2 55734 FAIR MARKET VALUE X GIFT CARDS 1 40000 FAIR MARKET VALUE X OTHER 3 5671 FAIR MARKET VALUE 0 1 0 FORM 990, PART VI, SECTION B, LINE 11B PRIOR TO FILING THE FORM 990, THE 1ST REVIEW IS CONDUCTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. THE INDEPENDENT AUDITOR PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND ANY QUESTIONS AND CONCERNS ARE ADDRESSED. SUBSEQUENTLY THE FORM 990 IS DISTRIBUTED TO THE FULL BOARD OF DIRECTORS FOR FINAL REVIEW AND APPROVAL. UPON APPROVAL OF THE FORM 990 BY THE BOARD OF DIRECTORS, IT IS FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C DISCLOSURE OF CONFLICT. AN INTERESTED PERSON MUST DISCLOSE ORALLY OR IN WRITING THE EXISTENCE OF HIS OR HER INTEREST AND ALL MATERIAL FACTS RELATED TO AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST TO DIRECTORS AND/OR MEMBERS OF COMMITTEES AUTHORIZING A PROPOSED CONTRACT OR OTHER TRANSACTION INVOLVING SUCH CONFLICT OF INTEREST. IF A CONTRACT OR TRANSACTION IS NOT BEING CONSIDERED BY THE BOARD OR A COMMITTEE, THE REQUIRED DISCLOSURE MUST BE MADE TO THE CHAIRMAN OF THE BOARD, CHAIRMAN OF THE AUDIT COMMITTEE, SECRETARY OR THE CHAIRMAN'S DESIGNEE, WHO SHALL, SUBJECT TO THE DISCRETION OF THE CHAIRMAN (WHERE THE INTERESTED PERSON IS NOT THE CHAIRMAN), DISCLOSE SUCH POTENTIAL CONFLICT OF INTEREST TO THE BOARD OF DIRECTORS OR THE AUDIT COMMITTEE. UNTIL A PROPOSED CONTRACT OR OTHER TRANSACTION INVOLVING A CONFLICT OF INTEREST HAS BEEN VOTED UPON BY THE BOARD OR A COMMITTEE, AN INTERESTED PERSON SHALL REFRAIN FROM ANY ACTION THAT MIGHT AFFECT THE FOUNDATION'S PARTICIPATION IN ANY CONTRACT OR TRANSACTION AFFECTED BY SUCH CONFLICT OF INTEREST. AN INTERESTED PERSON MAY NOT VOTE ON THE CONTRACT OR TRANSACTION TO WHICH THE CONFLICT OF INTEREST RELATES, BUT MAY BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT THE MEETING OF THE BOARD OR COMMITTEE THAT AUTHORIZES SUCH CONTRACTS OR TRANSACTIONS. THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER A CONFLICT OF INTEREST EXISTS AND, IF SO, WHETHER THE FOUNDATION SHOULD NONETHELESS ENTER INTO THE CONTRACT OR TRANSACTION BECAUSE IT IS IN THE FOUNDATION'S BEST INTEREST. ARTICLE V. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY 1.FAILURE TO DISCLOSE CONFLICT. IF THE BOARD OR COMMITTEE HAS GOOD REASON TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE PRIOR TO THE BOARD OR SUCH COMMITTEE TAKING ANY ACTION WITH RESPECT TO THE CONTRACT OR OTHER TRANSACTION INVOLVING A CONFLICT OF INTEREST. 2.DISCIPLINARY ACTION. IF, AFTER HEARING THE RESPONSE OF THE INTERESTED PERSON AND MAKING ANY FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THE BOARD OR SUCH COMMITTEE MAY TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION, WHICH MAY INCLUDE REMOVAL OF A DIRECTOR FROM THE BOARD OR A COMMITTEE OR TERMINATION OF AN EMPLOYEE'S EMPLOYMENT. EACH INTERESTED PERSON SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON HAS RECEIVED A COPY OF THE POLICY, HAS READ AND UNDERSTANDS THE POLICY AND HAS AGREED TO COMPLY WITH THE POLICY. IN ADDITION, EACH INTERESTED PERSON SHALL DISCLOSE ON SUCH ANNUAL STATEMENT ANY RELATIONSHIPS, CIRCUMSTANCES OR POSITIONS IN WHICH THE INTERESTED PERSON OR A FAMILY MEMBER IS INVOLVED THAT HE OR SHE BELIEVES COULD RESULT IN, CAUSE OR CONTRIBUTE TO A CONFLICT OF INTEREST ARISING. THE POLICY IS REVIEWED ANNUALLY BY THE BOARD OF DIRECTORS OR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 THE INDEPENDENT COMPENSATION COMMITTEE OF THE BOARD REVIEWS AND APPROVES THE EXECUTIVE LEVEL SALARIES ON AN ANNUAL BASIS. THEY USE SALARY SURVEYS FROM SIMILAR SIZED ORGANIZATIONS WITHIN THE PERFORMING ARTS INDUSTRY FOR BENCHMARKING. OTHER THAN THESE EXECUTIVE LEVEL EMPLOYEES, NO OTHER EMPLOYEES OF THE ORGANIZATION MEET THE CRITERIA TO BE CLASSIFIED AS OFFICERS OR KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 THE FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC. APOLLO THEATER MANAGING MEMBER INC 253 WEST 125TH STREET NEW YORK NY 10027 201105633 MANAGING MEMBER OF APOLLO THEATER LESSOR, LLC-SEE P III NY N/A C 1.00000 0 1 0 0 1 0 0 0 0 0 1 0 0 0 1 1 0 0 0 0