Moma Auxiliaries Inc.

“The sole member of this corporation is the Museum of Modern Art 13-1624100.”

“MoMA is the sole member of the corporation and elects the Directors.”

“The Museum's form 990 is drafted by the Museum's Controller's Office. It is then reviewed by Museum senior staff including the Chief Operating Officer, the Chief Financial Officer, and the General Counsel.”

“As a support organization, MoMA Auxiliaries, is covered by the Museum's Code of Conduct. On an annual basis, the Museum distributes its Code of conduct to all Trustees and designated employees and requires that Conflict of Interest Questionnaires be completed and returned for initial review by the Office of the General Counsel and the Director of Human Resources respectively. Amongst other things, the Conflict of Interest Questionnaire requires the responder: confirm that he or she has read and understands the Code of Conduct, agree to abide by it, identify whether he or she or a family member has any relationship with the Museum that may represent a conflict of interest as defined by the Code and report any knowledge of a transaction which should be reported under the Code, etc. When potential employee conflicts of interest are reported or identified, when necessary, an investigation is conducted to determine the facts and circumstances and recommendation of action, if warranted. Such action may include, but is not limited to, prohibiting the individual from participating in deliberations and decisions regarding the transaction in question, or taking disciplinary action, which in appropriate circumstances may include suspension or termination.”

“James Gara, Glenn Lowry and Patty Lipshutz are not paid as officers of MoMA Auxiliaries, Inc. but as a employees of the Museum of Modern Art, the sole member of of MoMA Auxiliaries, Inc. The process for determining the compensation of museum employees include periodic review and approval by the Museum of Modern Art's Board of Trustees, Compensation Subcommittee of the Executive Committee (the "Committee"), a committee of the governing bodies consisting of independent trustees and not including the Director of the Museum or other staff members. In making its determination, the committee obtains and reviews comparability data with respect to compensation levels paid for comparable job positions obtained through the assistance of an expert compensation consultant which, in appropriate instances, include survey data regarding compensation levels paid by similarly situated organizations for comparable employment positions, form 990 data from other leading museums and cultural and educational institutions, as well as for profit institutions. The determination, deliberation and decisions made by the committee are contemporaneously substantiated and documented in minutes of the meeting which include the committee members present and participating, the compensation terms approved, the data relied upon and how it was obtained.”

“The organizations governing documents are available for review upon request. Conflict of Interest policy, code of conduct policy, prior year financial statements and prior year's 990EZ/990 are available to the public by request.”