Knickerbocker Properties Inc XII

“The organizations governing body is comprised of officers and directors. The directors were elected under the by-laws of the organization. All officers are appointed by the organizations directors. All officers and directors act to carry out the business of the organization. Subject to the by-laws, the parent may veto or confirm decisions made by the organizations officers. Form 990, Part VI, Line 11A THE OFFICERS OF THE ORGANIZATION ARE RESPONSIBLE TO REVIEW THE FORM 990 PRIOR TO FILING. THE NEW YORK STATE TEACHERS' RETIREMENT SYSTEM RECEIVES A COPY OF THE FILED FORM 990. Form 990, Part VI, Line 12C The organizations conflict of interest policy is the sole responsibility of NYSTRS. The NYSTRS Code of Ethics requires that employees review and sign an Annual Disclosure Statement with Human Resources by January 10 of each year. Any potential conflicts of interest, including elected positions, business holdings, investment interests, etc. of employees or their spouse, dependent, or member of household must be disclosed.”

“The organization is an irc 501(c)(25) entity holding title to rental real property and remitting the net income to the new york state teachers' retirement system, an irc 401(a) organization. Additionally, the organization does not have any employees therefore there are no processes related to employee compensation.”

“THE PENSION BENEFIT ORGANIZATION MAKES THE DOCUMENTS REFERENCED IN QUESTIONS 18 AND 19 AVAILABLE UPON REQUEST TO THE PUBLIC. THE FORM 990 IS ALSO AVAILABLE TO THE GENERAL PUBLIC AT WWW.GUIDESTAR.COM. Form 990, Part VII, Section A NYS Teachers Retirement System (NYSTRS) is a section 401(a) trust that is related to Knickerbocker Properties, Inc. XII (XII), and XII's three directors are employed by NYSTRS. The organizations three directors are Thomas Lee, Executive Director and CIO of NYSTRS; David C Gillan, Managing Director of Real Estate at NYSTRS; and Joseph Indelicato Jr., NYSTRS General Counsel. As part of the annual tax compliance process, XII asked NYSTRS for the compensation information for these three individuals who are employed by the NYSTRS. XII made reasonable efforts to obtain compensation information and requests were made both in writing and via phone calls. XII was unable to obtain the compensation information from NYSTRS and is unable to provide a reasonable estimate of this information.”

“Distributions to nystrs (5,159,000) rounding 2 ------------ (5,158,998)”