Return of Organization Exempt From Income Tax ~00 Under section 501(c), 527, or 4947(a)(7) of the Internal Revenue Code (except black lung

benefit trust or private foundation) " The organization may have to use a copy of this return to satisfy state reporting requirements

Depoilment al the Treasury Internal Rnenue Service

8 checks appfiahle Pk2w G Name of organization Baylor College of Medicine ~x INS

Address change label a

Name change ~° Number and street (or P O boa if mad is net delivered to street eddn

0 Initial return k" One Ba for Plaza specific

Fral return Inswo- Cry or town state or country . and ZIP + a Houston, TS 77030-3498

0 Amended return

O MPrSwbn pending * Section 5011c/(3) organizations and 44t7(e)(1) nonexempt charitable trusts must attach a completed Schedule A (Form 9W or 99D-EZ)

G Web site 110~ www btm Imc edu

J Organization type (check only one) " N] 501(c) ( 3 ) ~ Insert no ) 0 4947(aK1) or [] 527

K Check here li, 1-1 d the orgarutanon's gross receipts are rromWty not more than $25,000 7M agarvatiOm need not file a return with the IRS, bin i1 the organization received a Form 990 Package m the coal rt should file a return vnthoul firwioal data Some states require a complete rerun

M end I afe not applicable to section 527 Or, ~anRairons Hia) Is this a group return lot alfifiatesl LI Yn ~ No

H(b) It 'Yes.* enter number of affiliates ~

H(c) Are all affiliates included D Yes El No (If 'No,' attach a list See instructions)

N(d) Is this a separate return Tiled by an organization covered by a group ruling? ED Yes ER No

I Enter 4-digit GEN P- M Check

L Gross recepts Add lines 6b, Bb, 9b, and 10b to line 12 . 2,162,153,755 to attach Revenue Expenses, and Chang es in Net Assets or Fund Balances See S

7 Contributions, gifts, grants, and similar amounts received a Direct public support 1a 180 ,487 ,908

b Indirect public support c Government contributions (grants) 1c 382,329 ,899

d Total (add lines 1a through 1c) (cash $ 554,225,772 noncash $ 8.592,435

2 Program service revenue including government fees and contracts (from Part VII, line 93) 3 Membership dues and assessments 4 Interest on savings and temporary cash investments 5 Dividends and interest from securities 6a Gross rents 6a 329300

b Less rental expenses 6b 85 825

c Net rental income of (loss) (subtract line 6b from line 6a) e 7 Other investment income (describe " See Statement I

(A/ Securities (8/ Other o Ba Gross amount from sales of assets other than inventory 1 ,302 ,485 ,402 8a 492 ,787

b Less cost or other basis and sales expenses 1142 806781 Bb 274 ,789 c Gain or (loss) (attach schedule) 59 ,679 ,021 Be 217 ,998

o d Net gain or (loss) (combine line 8c, columns (A) and (B)) 9 Special events and activities (attach schedule) a Gross revenue (not including $ Of

contributions reported on line 1a) b Less direct expenses other than fundraising expenses c Net income or (loss) from special events (subtract line 9b from line 9a)

70a Gross sales of inventory, less returns and allowances 10a I 114 201

b Less cost of goods sold Statement 3 10b 545346

c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line 10b from line 10a) 11 Other revenue (tram Part VII, line 103) 12 Total revenue ~23, 4, 5, 6c, 7, 8d, 9e, 10c, and 11)

73 Program ~~(irom-hne-44-coluinn (B)) m 74 Management and general (from lui5 ~, column (C))

a 15 FundraisVig (f~"jIrt(A 44, ~3nri ~D) u~ 16 Payments to affiliates (attach scl i ~ le)

77 Total expenses -Imes 16-and 44, column (A))

0 18 Excess a (deficit) for the,year (subtract line 17 from line 12) 19 Net assets or fund balances at beginning of year (from line 73, column (A))

0 20 Other changes in net assets or fund balances (attach explanation) $tdt2ff12At 4 21 Net assets or fund balances at end of ear (combine lines 78, 19, and 20

For Paperwork Reduction Act Notice, see the separate instructions MGA

740

702

6c

Fenn 990 (2001) X

Form 990 OMB Na 1545400E7

A For the 2001 calendar year, or tax year be D Employer identification number

74 1613878

Room/suite E Telephone number

T-129 (713) 798-4375

F AccounYg insllnd El Cash N Accrual

O Other lsoacihl ~

A the organization is not required B (Form 990, 990.EZ, w 990.PF)

Instructions on

Form 990 (2001) Page 2

1UM Statement of nn organizations must complete column (A) Columns (B), (C), and (D) are required for section 501(cN3) and (4) organva0ors; Functional Expenses and section 49a71aH1) nonexempt charitable mists but optpnal for others (see specific huWdwm on page 21 )

Do not include amounts reported on line (e) Program (c) nanaqanem 6b, 86, 9b, 70b, or 76 0/ Part / IN total s~~ ~ 9me~ (D) Furidrmsng

22 Grants and allocations (attach schedule) (cash E 59,276,205 noncash = 1 22 59,276,205 59,276,205

23 Specific assistance to individuals (attach schedule) 23

24 Benefits paid to or for members (attach schedule) 24 354 542 25 Compensation of officers, directors, etc ZS 5,379,028 5 ,024 ,486

26 Other salaries and wages 26 419,988,183 376,157,479 42,473,683 1 ,357,021 27 Pension plan contributions 27 26,994 ,093 26,309 ,044 551 ,648 13-3- 140-1 28 Other employee benefits 28 36,321 ,416 3"99,661 742 ,260 179,495 29 Payroll taxes 29 25 ,077 ,189 24 440 787 512 ,474 123 928 30 Professional fundraising fees 30 31 Accounting fees 31 322 ,476 8 ,306 314 , 170 32 Legal tees 32 6 ,765 ,998 126 ,474 6 ,639 ,524 33 Supplies 33 80,420,964 74,612,373 5.743,315 65.276 34 Telephone 94 7,349,837 3,760,899 3,547,304 41 ,634 35 Postage and shipping 35 2,468,088 1 ,593,700 849,745 24 ,643 36 Occupancy 36 17 ,439,476 9,424,295 8,015,181 37 Equipment rental and maintenance 37 1 , 162 ,733 842 ,922 299 ,257 20,554 38 Printing and publications 38 2 ,404 ,953 1 , 730 ,538 572 ,017 102,398 39 Travel 39 7 ,486 ,311 6 ,804 ,609 652.128 29 ,574 40 Conferences, conventions, and meetings 40 1 , 496 ,477 1,323,274 162 ,973 10 230 41 Interest 41 3 ,808 ,651 280 3 ,80"71 42 Deprecation, depletion, etc (attach schedule) 42 29 ,453 ,510 23 , 081 ,836 6 1044,807 326 ,867 43 Other expenses (itemize) a Statement 5 43a 165 , 711 ,462 111119671114 53,394, 109 350 ,239

y 43b 43c 43d 43e

44 Total functional expenses (add Ones 22 through 43) Organizations I

Joint Costs . Check " 0 if you are following SOP 98-2 Are any point costs from a combined educational campaign and fundraising solicitation reported in (B) Program sernces7 t o Yes El No If "Yes,' enter (i) the aggregate amount of these point costs $-, (n) the amount allocated to Program services $ , [in) the amount allocated to Management and general $ , and (v) the amount allocated to Fundraising $

Statement of Program Service Accomplishments (See Specific Instructions on oaae 24 ) What is the organization's primary exempt purpose? " Research, Education and Service_ Program Service

All organizations must describe then exempt achievements in a clear and concise manner State the number menses

purpose (peqmrtd for SOt~o1`7 Ana of clients served, publications issued, etc Discuss achievements that are not measurable (Section 501(c)(3) and (4) IQaras,ana~s~7(~~li)

but others)

nai for organizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others ) I eats

a See Statement 6

(Grants and allocations $ 59.276,205

b

(Grants and allocations $ )

c

(Grants and allocations $ )

d

(Grants and allocations $ ) e Other program services (attach schedule) (Grants and allocations $ ) f Total 01 Program Sernce Ezoenses (should equal line 44, column (fl. Program serviced t

Form 990 (2ooii

Form 990 (2007) Papa 3

Balance Sheets (See Specific Instructions on page 24 )

Note Where required, attached schedules and amounts within the description (A) column should be !or end-of-year amounts only Beginning of year End of year

45 Cash--non-interest-bearing 8 OI S 297 45 14,3 54 ,616 46 Savings and temporary cash investments 33.679 984 46 40,577 ,524

47a Accounts receivable 47a 252,820,842

b Less allowance for doubtful accounts 47b 126,537,107 176 ,700 ,643 47c 126,283 ,735 F///// VENOWNEWEENER

48a Pledges receivable 48a 20,998,889 b Less allowance for doubtful accounts 48b 32 ,460 ,042 48c 20,998,889

49 Grants receivable 49 50 Recervables from officers, directors, trustees, and key employees

(attach schedule) 0 50

51a Other notes and loans receivable (attach schedule) 51a 17,161,024

y b Less allowance for doubtful accounts 51b 16 ,382 ,317 51c 17 161 024

52 Inventories for sale or use 249,014 52 261,560

53 Prepaid expenses and deferred charges 4,102,636 53 10,531,750 4 54 Investments-securities (attach schedule) " ~ Cost [K FMV 1, 130,332,213 54 984.096 .93

SSa Investments land, buildings, and equipment basis 55a 22,598,153

b Less accumulated depreciation (attach schedule) $tdt2m2pi 7 SSb 22,567,942 SSc 22,598,153

56 Investments-tether (attach schedule) 56 57a Land, buildings, and equipment basis 57a 508 ,646,969

b Less accumulated depreciation (attach schedule) Statement J 57b 207,030,642 288,346,415 57c 301,616,327

58 Other assets (describe " Statement 7 ~ 4,827,714 58 4488097

59 Total assets (add lines 45 through SB) (must equal line 74) 1,717,667,217 59 1,542,968,609

60 Accounts payable and accrued expenses 152 ,480 ,110 60 164 ,812 ,086

61 Grants payable 44,972,926 61 47,608,184

62 Deferred revenue 45,765,394 62 12,430,295

m 63 Loans from officers, directors, trustees, and key employees (attach = schedule) 63

m 64a Tax-exempt bond liabilities (attach schedule) 125,000,000 64a 124,396,327 b Mortgages and other notes payable (attach schedule)

65 Other liabilities (describe " Statement 7 ~ 9,353,003 65 9,585,105

66 Total liabilities (add lines 60 through 65) 377 ,571 ,433 66 358,831 ,997

Organizations that follow SFAS 117, check here " 0 and complete lines 67 through 69 and lines 73 and 74

0 67 Unrestricted 1 ,088 ,989 ,035 67 921_317718 68 Temporarily restricted 91,365,588 68 93,576,387

m 69 Permanently restricted 159,741,161 69 169,242,507

c Organizations that do not follow SFAS 117, check here " 0 and ~i complete lines 70 through 74 0 70 Capital stack, trust principal, or current funds 70 39 71 Paid-in or capital surplus, or land, building, and equipment fund 71

72 Retained earnings, endowment, accumulated income, or other funds 72

73 Total net assets or fund balances (add lines 67 through 69 OR lines 70 through 72, column (A) must equal line 19, column (B) must equal line 21) 1 .340,095,784 73 1,184,136,612

74 Total liabilities and net assets / fund balances (add lines 66 and 73) 1,117,667,217 74 1,542,968,609

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization How the public perceives an organization m such cases may be determined by the information presented on its return Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments

4 Fam 990 (2007)

a Total expenses and losses per audited financial statements 111.

b Amounts included on line a but not on line 17, Form 990

(1) Donated services and use of facilities a

(2) Prior year adjustments reported on line 20, Forth 990

(3) Losses reported on line 20, Form 990

(4) Other (specify) See Stmt -9--

S

Line a minus line b c d Amounts included on line 12,

Form 990 but not on line a"

(1) Investment expenses not included on line 6b, Forth 990 $ 7,003,905

(2) Other (specify) See Stmt 8

(1) Investment expenses not included on line 6b, Forth 990 $ 7,003,905

(2) Other (specify) See Stmt 9

_ $ 176,091,303 //%/////////%/// . . . . . . $ 1,006,548 / Add amounts on fines (1) and (2) " d 183 095 208 Add amounts on fines (1) and (2) " d8,010 ,453

e Total revenue per line 12, Form 990 e Total expenses per line 17, Form 990 (line c lus line d) g 918,441,414 (line c plus line d) " e 899,327,050

List of Officers, Directors, Trustees, and Key Employees (List each one even if not compensated, see Specific

75 Did any officer, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related organizations, of which more than $10,000 was provided by the related organizations? . 0 Yes (91 No If "Yes," attach schedule--see Specific Instructions on page 27

F~ 990 (2001)

Reconciliation of Revenue per Audited Financial Statements with Revenue per Return (See Specific Instructions, page 26

a Total revenue, gains, and other support per audited financial statements

b Amounts included on line a but not on line 12, Form 990

(1) Net unrealized gains an investments

(2) Donated services and use of facilities

(3) Recoveries of prior year grants

(4) Other (specify) See StmlB

$ 84,955,399 Add amounts on lines (7) through (4)

Reconciliation of Expenses per Audited Financial Statements with Expenses per Retum

$ 84,953,445 Add amounts on lines (7) through (4)"

c Line a minus line b d Amounts included on line 17,

Form 990 but not on line a:

b 507(c)(3) and 507(c)(4) orgs Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach a statement explaining each transaction 89b X

c Enter Amount of tax imposed on the organization managers or disqualified persons during the year under 0 sections 4912, 4955, and 4958

d Enter Amount of tax on line 89c, above, reimbursed by the organization 90a List the states with which a copy of this return is filed " None

b Number of employees employed in the pay period that includes March 12 . 2001 (See instructions ) 1 90b I 8733

91 me books are in care of " KEVIN NECAS Telephone no " (713) 798-4975

Located at " ONE BAYLOR PLAZA TI15 Zip + q ji~ 77030-7411

92 Section 4947(a)(7) nonexempt charitable trusts /ding Form 990 in lieu of Form 1091-Check here " 0 and enter the amount of tax-exempt interest received or accrued during the tax year " I 92 I N/A

Fmrn 990 (2001)

Form 990 (2001) Page rJ

UMM Other Information See Specific Instructions on page 27.) Yes No 76 ad the organization engage in any activity not previously reported to the IRS? If 'Yes; attach a detailed description of each activity 76 X 77 Were any changes made in the organizing or governing documents but not reported to the IRS? 77

If "Yes," attach a conformed copy of the changes //% 78a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? 78a X

b If "Yes," has R filed a tax return on Form 990-T for this years 78b 79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? H "Yes," attach a statement 79 X

BOa Is the organization related (other than by association with a statewide or nationwide organization) through common membership, governing bodies, trustees, officers, etc , to any other exempt or nonexempt organization? BOa X

b If "Yes," enter the name of the organization " SEE STATEMENT 11 . . . . . . . . and check whether d is E] exempt OR 0 nonexempt

81a Enter direct or indirect political expenditures See line 81 instructions 81a 0 b Did the organization file Form 1120-POL for this years 81b X

82a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental values 82a X

b K "Yes," you may indicate the value of these items here Do not include this amount as revenue in Part I or as an expense in Part II (See instructions in Part III ) BZb N/A

83a Did the organization comply with the public inspection requirements for returns and exemption applications? 83a

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? 83b 84a Did the organization solicit any contributions or gifts that were not tax deductible? 84a

b If "Yes," did the organization include with every solicitation an express statement that such contributions ~~~/. or gifts were not tax deductible

85 501(c)(4), (5), or (6) organizations a Were substantially all dues nondeductible by members 85a b Did the organization make only in-house lobbying expenditures of $2,000 or less? 85b

H "Yes" was answered to either 85a or 85b, do not complete B5c through B5h below unless the organization received a waiver for proxy tax owed for the prior year

c Dues, assessments, and similar amounts from members BSc N/A

d Section 162(e) lobbying and political expenditures 85d N/A

e Aggregate nondeductible amount of season 6033(e)(1)(A) dues notices 85e N/A

f Taxable amount of lobbying and political expenditures (line BSd less 85e) 85i N/A

g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? h If section 6033(e)(t)(A) dues notices were sent, does the organization agree to add the amount on line BSf to its

reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax years BSh

86 501(c)(n orgs Enter a Initiation fees and capital contributions included on line 12 nba N/A b Gross receipts, included on line 12, for public use of club facilities 86b N/A

87 501(c)(72) orgs Enter a Gross income from members or shareholders 87a N/A

b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them ) 87b ~ N/A

BB At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301 7701-2 and 301 7701-31 H "Yes," complete Part IX

89a 501(c)(3) organizations Enter Amount of tax imposed on the organization during the year under section 4911 . 0 , section 4912 " 0 , section 4955 10- 0

Note: Enter gross amounts unless otherwise unrelated business income

indicated (A) (B) 93 Program service revenue Business code Amount a Toulon and Fees b Educational Actnities

c d e f MedicarelMedicaid payments g Fees and contracts from government agencies

94 Membership dues and assessments 95 Interest on sarongs and temporary cash investments 96 Dividends and interest from securities 97 Net rental income or (loss) from real estate a debt-financed property b not debt-financed property

98 Net rental income or (loss) from personal property 99 Other investment income 100 Gain or (loss) from sales of assets other than inventory 701 Net income or (loss) from special events 102 Gross profit or (loss) from sales of inventory 103 Other revenue a See Statement 12

b c d e

104 Subtotal (add columns (B), (D), and (E)) 105 Total (add line 104, columns (B), (D), and (Q) Note: Line 105 plus line 1d, Part l, should equal the amount on line 12, Part I

1

14 1 2,598,152

355,623,607

on

Nature of activities I Total

an

Here ' Kevin J . Necas Senior Vi Type or pool n an tote

Paid atipa«rs, signature

PrBpBrerS Fi,m s name (or yours DE E b TOUCHE LLP Use Onty 25o'

l-employed) dress, and z~v . a 333 AY STREET SUITE

HOUSTON, TX 77002

Form 990 (2001)

EnIWed try section 512 515, or 514

(C) (D) Ixdusion code Amount

14 1,176,962 14 25,424,702

16

702 IS

s

Related or exempt function

income

1

Line No Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization' s exempt purposes (other than by providing lands for such purposes)

93a See Statement 13 for all related or exempt (unction reported in column E of part VII, lines 93a 97b and 103a

Name, address, and EIN of corporation, I Percentage of

BCM Technologies, Inc 1 1709 Dryden Road, Suite 901 Houston, Texas 77030 76-0112935

(a) Did the organization, during the year, receive any lands, directly or rtMire (b) Did the organization, during the year, pay premiums, direr Note : II 'Yes" to (b), /ale Form 8870 and Form 4720 (see insi

Uncle ties Of peno I e that I hwe exarrUned this return . a d n eclaration of preparer

Please Sgn e1w -

IC S.g`n-ar,,e of officor I ,

SCHEDULE A Organization Exempt Under Section 501(c)(3) (Form 990 Of 990-EZ) (Except Private Foundation) and Section 501(e), 501(f), 501(k),

501(n), or Section 4947(a)(1) Nonexempt Charitable Trust

pepvtmenl W the T,Supplementary Information-(See separate instructions.)

msury Internal Revenue service " MUST be completed by the above organizations and attached to then Form 990 or 990-EZ

OMB No 1 5450047

20 01 Name of the organization

BaN lor College of Medicine Employer identification number

76 1313878

Arthur Andersen LLP Accounting Services

711 Louisiana HOUSTON, TX 77002 3 224 41

FULBRICHT & JAWORSKI LEGAL SERVICES

1300 111CKINNEY HOUSTON, TX 77010 2,945,9117

Fit) ez Sarofim & Co Investment Ad% isor

THO Houston Center HOUSTON, TX 77010 1 1 2 52- 1 15-3-

Cooper & Scully Legal Services

900 Jackson St Dallas, Tx 75202 -5-64 ,42--3

Kroger, pliers & Fnsby Legal Serves

3100 \VeslaNan, Houston, Tx 77027 484 495 Total number of others retelling over $50.000 for professional services " 2 ,202 For Paperwork Deduction An Notice, see the Instructions for Form 990 and Form 990.Q MGn Schedule A (Form 990 or 990 EA 21101

/jWM Compensation o1 the Five Highest Paid Employees Other Than Officers, Directors, and Trustees (See page 1 of the instructions List each one If there are none, enter "None ")

(a) Name and address of each employee paid more (b) Title and average hours (0) Contributions to (e) Expense than E50,000 per week devoted to position M Compensation employee heneLl plans 8 account and other

deleii¢C compensation allowance

SALEHSHENAQ PROFESSOR

EST 60 One Baylor Plaza Houston, Tx 77030 2,367 ,087 80,896

Rahul Nath Asst Professor

EST 60 One Baylor Plaza Houston Tx 77030 1 ,860 ,885 66 008

Stephen Essess PROFESSOR

EST 60 One Baylor Plaza Houston Tx 77030 1 ,709 ,014 80,822

Joseph Coselh PROFESSOR

EST 60 One Baylor Plaza Houston Tx 77030 1,572,436 63 ,034

Charles Fraser Jr Asso Professor

EST 60 One Baylor Plaza Houston T: 77030 1 344,469 62 065 Total number of other employees paid over $50,000 1 2,193 1: IIIII/ Compensation of the Five Highest Paid Independent Contractors for Professional Services

(See page 2 of the instructions List each one (whether individuals or firms) If there are none, enter "None ")

(a) Name and address of each independent contractor paid mpg than E50 000 (b) Type of service ~c) Compensation

z Schedule A (Form 990 or 990.EZ) 2001

Statements About Activities (See page 2 of the instructions ) Yes 1 No

3 Does the organization make grants for scholarships, fellowships, student loans, etc Z (See Note below ) 4 Do you have a section 403(b) annuity plan for your employees?

Note' Attach a statement to explain how the organization determines that individuals or organizations receiving grants or loans from it in furtherance of it charitable oroorams 'aualdv° to receive Davments

14 E] An organization organized and operated to test for public safety Section 509(a)(4) (See page 6 of the instructions Schedule A (Forth 990 or 99o-EZ) 2001

1 During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If "Yes." enter the total expenses paid a intoned in connection with the lobbying activities li~ $ (Must equal amounts on fine 38, Part VI-A, w line % of Part VI-B ) Organizations that made an election under section 501(h) by filing Forth 5768 must complete Part VI-A Other organizations checking "Yes," must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities

2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee . majority owner, or principal beneficiary? Q/ the answer to any question is "Yes," attach a detailed statement explaining the transactions)

a Sale, exchange, or leasing of property?

b Lending of money or other extension of credit?

e Furnishing of goods, services, or facilities

d Payment of compensation (or payment or reimbursement of expenses d more than $1,000)

e Transfer of any part of its income or assets

Reason for Non-Private Foundation Status (See pages 3 through 6 of the instructions )

The organization is not a private foundation because it is (Please check only ONE applicable box )

5 El A church, convention of churches, or association of churches Section 170(b)(7)(A)Q) 6 D A school Section 170(b)(1)(A)(i) (Also complete Part V ) 7 0 A hospital or a cooperative hospital sernce organization Section 170(b)(1)(A)QiQ 8 0 A Federal, state, or local government or governmental unit Section 170(b)(1)(A)(v) 9 0 A medical research organization operated in conjunction with a hospital Section 170(b)(1)(A)(ni) Enter the hospital's name, city,

and state 10 El M organization operated for the benefit of a college or university owned or operated by a governmental unit Section 170(b)(1)(A)(v)

(Also complete the Support Schedule in Part IV-A ) 11a 0 An organization that normally receives a substantial part of its support from a governmental unit or from the general public

Section 170(b)(1)(A)(v) (Also complete the Support Schedule in Part IV-A ) ttb El A community trust Section 170(b)(1)(A)(w) (Also complete the Support Schedule in Part IV-A ) 72 0 M organization that normally receives (1) more than 33'h% of its support horn contributions, membership fees, and gross

receipts tram activities related to its chantahle, etc , tuncttonsrsu6ject to certain exceptions, and (2) no more than 33'h% of its support from gross investment income and unrelated business taxable income Qess section 511 tax) from businesses acquired by the organization after June 30, 1975 See section 509(a)(2) (Also complete the Support Schedule in Part IV-A )

73 El An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described in (1) lines 5 through 12 above, or (2) section 501(c)(4), (5), or (6), d they meet the test of section 509(a)(2) (See section 509(a)(3) )

Provide the follovnno information about the suooorted organizations (See oaae 5 of the instructions I

(a) Name(s) of supported organization(s) I (b) Line number from above

28 Unusual Grants : For an organization described m line 10, 11, or 12 that received any unusual grants during 1997 through 2000, prepare a list for your records to show, far each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant Do not file this list with your return Do not include these grants in line 15

Schedule A (Form 990 or 99o-EZ) 2001

Schedule A (Form 990 or 990.FZ) 2001 Page

$upp0rt Schedule (Complete only d you checked a box on line 10, 11, or 12 ) Use cash method of accounting Note : You may use the worksheet in the instructions for converting from the accrual to the cash method of accounting

Calendar year (or fiscal year beginning m) " (a) 2000 (b) 1999 (e) 7998 (d) 1997 (e) Total `15 Gifts, grants, and contributions received (Do

not include unusual grants See line 28 16 Membership fees received 17 Gross receipts from admissions, merchandise

sold or services performed, or furnishing of facilities in any activity that is related to the organization's charitable, etc , purpose

18 Gross income from interest, dividends, amounts received from payments on securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income less section 511 taxes) tram businesses acquired by the organization after June 30, 1975

19 Net income from unrelated business activities not included in line 18

20 Tax revenues levied for the organization's benefit and either paid to d or expended on its behalf

21 The value of services or facilities tarnished to the organization by a governmental unit without charge Do not include the value of services or facilities generally furnished to the public without charge

22 Other income Attach a schedule Do not include gain or (loss) from sale of capital assets

23 Total of lines 15 through 22 24 Line 23 minus line 17 25 Enter 1 % of line 23

26 Organizations described on lines 10 or 11 : a Enter 2% of amount in column (e), line 24 " Z6a

b Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental unit or publicly supported organization) whose total gifts for 1997 through 2000 exceeded the amount shown in line 26a Do not file this list with your return. Enter the total of all these excess amounts " 26b

c Total support for section 509(a)(1) test Enter line 24, column (e) " 26c d Add Amounts from column (e) for lines 18 19

22 26b " 26d e Public support (line 26c minus line 26d total) " 26e f Public suooort oercentaae (line 26e fnumeratorl divided by line 26c (denommatorl) " 26f

27 Organizations described on line 72: a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person " Do not file this list with your return Enter the sum of such amounts for each year

(2000) _ _ (1999) (7998) . (1997) . . b For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records to

show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 (Include in the list organizations described in lines 5 through 11, as well as individuals ) Do not file this list with your return After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year (2000) _ (1999) __ (1998) . . . . (1997) ---

c Add Amounts from column (e) for lines 15 16 17 20 21

d Add one 27a total and line 27b total e Public support (line 27c total minus line 27d total) 1 Total support for section 509(a)(2) test Enter amount from line 23, column (e) " I 27f ~ g Public support percentage (line 27e (numerator) divided by tine 27f (denommatoo) h Investment income percentage Pine 18, column (e) (numerator) divided by line 271 (denominator)) 11-

A (Form 990 or 99D-EZ) 2001

Schedule A (Form 990 or 990-En 2007 Page 4

Private School Questionnaire (See page 7 of the instructions .) (To be completed ONLY by schools that checked the box on line 6 m Part IV)

29 Does the organization have a racially nondiscriminatory policy toward students by statement m its charter, bylaws, Yes No

other governing instrument, or in a resolution of its governing body 29 X

30 Does the organization include a statement of it racially nondiscriminatory policy toward students in all it brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships? 30 X

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the penod of solicitation for students, or during the registration period if it has no solicitation program, in a way //// that makes the policy known to all parts of the general community it serves 31 X If "Yes," please describe, if "No," please explain (If you need mot space, attach a separate statement ) The college includes a statement of it racially nondiscriminatory policy as to students m all it brochures and catalogs dealing Hith admcssions, programs, and scholarships

32 Does the organization maintain the following a Records indicating the racial composition of the student body, faculty, and administrative staff? b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory

basis c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing

with student admissions, programs, and scholarships? d Copies of all material used by the organization or on its behalf to solicit contributions?

N you answered "No" to any of the above, please explain (If you need more space, attach a separate statement )

33 Does the organization discriminate by race in any way with respect to

a Students' rights or privileges?

b Admissions policies?

c Employment of faculty or administrative staff

d Scholarships or other financial assistance

e Educational policies?

f Use of facilities

g Athletic programs?

h Other extracurricular activities?

If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement )

34a Does the organization receive any financial aid or assistance from a governmental agency

b Has the organization's right to such ad ever been revoked or suspended? If you answered "Yes" to either 34a or 6, please explain using an attached statement

35 Does the organization tartly that it has complied with the applicable requirements of sections 4 01 through 4 05 of Rev Proc 75-50 . 1975-2 C B 587, covenna racial nondiscrimination) If "NO." attach an explanation

Lobbying Expenditures During 4-Year Averaging Period

50 Grassroots lobbying expenditures Lobbying Activity by

12 of the instructions that did not complete Part

During the year, did the organization attempt to influence national, state or local legislation, including any Yes No Amount attempt to influence public opinion on a legislative matter or referendum, through the use of a Volunteers ~ ~~/ b Paid stall or management (Include compensation in expenses reported on lines a through h .) c Media advertisements d Mailings to members, legislators, or the public e Publications, or published or broadcast statements f Grants to other organizations for lobbying purposes g Direct tooted with legislators, then stalls, government officials, or a legislative body h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means i Total lobbying expenditures (Add lines c through h .)

If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying activities Schedule A (Form 990 or 990-En 2001

Schedule A (Form 990 or 990.Q) 2001 Page 5 Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions ) (To be completed ONLY by an eligible organization that filed Form 5768)

Check " a 0 A the organization belongs to an affiliated group Check " b El d you checked "a " and 'limded control' provisions apply

Limits on Lobbying Expenditures nrraaue gmup

To be completed totals la ALL electing

(The term "expenditures" means amounts paid or incurred ) organizations

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 37 Total lobbying expenditures to influence a legislative body (direct lobbying) 38 Total lobbying expenditures add lines 36 and 37) 39 Other exempt purpose expenditures 40 Total exempt purpose expenditures (add lines 38 and 39) 41 Lobbying nontaxable amount Enter the amount from the following table -

If the amount on line 40 is- The lobbying nontaxable amount is- Not over $500,000 20% of the amount on line 40 Over $500,000 but not over $1000,000 $100,000 plus 15% of the excess over $500,000 Over $7,000,000 but not over $7,500,000 $175,000 plus 10% of the excess over $1,000,000 Over 51,500 000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000 Over $17,000,000 $1,000,000

42 Grassroots nontaxable amount (enter 25% of line 41) 43 Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 44 Subtract line 41 from fine 38 Enter -0- if line 41 is more than line 38

Caution : 11 there is an amount on either line 43 or line 44, you must file Form 4720

4-Year Averaging Period Under Section 507(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below

See the instructions for lines 45 through 50 on page 11 of the instructions )

Calendar year (or fiscal year beginning in) 0.

45 Lobbying nontaxable amount

46 Lobbying ceiling amount (150% of line

47 Total

48 Grassroots nontaxable amount

49 Grassroots ceiling amount (1509'0 of line

(a) I (b) I (c) 2001 2000 1999

fdl I (e) 1998 Total

(ii) Rental of facilities, equipment, or other assets o (iv) Reimbursement arrangements

bGv(v) Loans or loan guarantees (vi) Performance of services or membership or fundraising solicitations Sharing of facilities, equipment, mailing lists, other assets, or paid employees 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 (air market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

52a 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'? " El Yes El No

Schedule A (Forth 990 or 990-FZ) 2001 Page

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations (See page 12 of the instructions )

51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organization ?

a Transfers from the repoAing organization to a nonchantable exempt organization of Ves No 57a ~ X (q Cash

(i~ Other assets a n X b Other transactions

() Sales or exchanges of assets with a nonchantable exempt organization b i X

(n) Purchases of assets from a nonchantable exempt organization b(i~ X

If you are filing for an Automatic 3-Month Extension, complete only Part 1 and check this box If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part 11 (on page 2 of this form)

Note Do not complete Par /I unless you have already been granted an aufomahc 3-month extension on a prenous/y riled Farm 8%&

P96 I -' " Automatic 3-Month Extension of Time - only submit original (no copies needed) Note. Farm 990-T coiporafions requesting an automatic 6-month extension - check this box and complete Part I only

must use Form 7004 to request z an extension of time to file Form

Employer iaeneena

74-1613878 Type or pnot Fde by the due date for filing your return See instructions

rLmbe+ Street, ant Room or Suits Number II a P O Bm, sn ir

ONE BAYLOR PLAZA City Taxn a Post Office For a laegn add,. see mshuc9ms

6 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

nr_ .t .o .u N-~_.+~~osit with FTD

lolz 8 /oz, Form 8868 (12 2000)

tl~-~--~~4ao 1

ll~Z 1

3 S~^ceType ~'CertdieC Mal O F~cpess Mal

O Registered O Return Receipt for Merchandise

O Insured Mad O C O D

a Restricted Delivery? (Extra Feel `O` YosQ1

-- FIF20.AIL 11QIAI

/'(' ..ll.~.l . .J~

Form 8868 Application for Extension of Time to File an Exempt Organization Return OhW No M45 1709

al P . Treasvy Department i .cew R..au since ~ File a separate application for each return

All other o! trine to rile income lax returns Partnerships

Check type of return to be filed (file a separate application for each realm) X Form 990 Form 990 T (corporation) Form 4720

Form 990 BL Form 990 T (Section 401(a) or 408(a) trust) Form 5227 Form 990 EZ Form 990 T (trust other than above) Form 6069 Form 990 PF Form 1041 A Form 8370 If the organization does not have an office or place of business in lie United States, check this box If this is for a group return, enter the organization's four digit Group Exemption Number (GEM If this is for the whole group, check this box ~ n If it is for part of line group, check this box ~ ~ and attach a list with the names and EINS of all members the extension will cover

7 1 request an automatic 3 month (6 month, for 990-T corporation) extension of time until 2 / 15 , 20 03 to file the exempt Organization return for me organization named above The extension is for the organizations return for

calendar year 20 or X8 tax year beginning 7 / 01 , 20 01 , and ending 6 / 30 20 02

2 N GMs tax year is for less than 12 months, check reason a Initial retain Final return FIChange in accounting period

3a It this apphcatwn is for Form 990 BL, 990-PF, 990 T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits See irvstruchons $ 0

c Balance Due ___ couooaor_it

" Complete items t, 2, and 3 Also complete item 4 d Restncted Delivery is delved

" Print your name and address on the reverse so that we can retain the card to you

" Attach this card to the back of the majlpieCe, or on the hoot d space permits

t made Addressed to

A Signature O Agent

X 0 Addressee

B Received by ( Printed Name) C Dale of Deltrery

D Is delivery address different from dam 1? D Yes

II YES, inter delivery address lbw D No

al my knowledge and beLef it is true tarred, and

p~ ti .- 2 Article Number 7002 0510 400 4449 9695

(Tidnsler horn 5ervnCe label) - -

PS Form 3811 . August 2001 Do^'°'tw aeN"' Rec`"pt

Form 8868 (12 2000) 6 If you are Wing for an Additional (not avlomi 3-Month Extension, complete only Part II and check this box

Note : Only complete Part // Ayou have already been granted an automatic 3-month extension on a pirwously filed Form 8"

employer IdenllflcaCoo Number

74-1613878 For IRS Use Only

Form 1041 A A Form 5227 Form 8870 Form 4720 Form 6069

File by the extended due date for ONE BA YLOR P hlinq Te rearm SK inswcuons City Town or Pmt Office

Check type of return to be filed (tile a separate application for each return) n Form 990 F] Form 990 EZ F] Form 990 T (Section 401(x) or 408(x) trust)

Form 990 BL J Form 990PF I Form 990 T (hush other than above

----------------------------------------------------------------- -----------------------------------------------------------------

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

b pII this application is for Form 990 PF, 990 T, 4720, or 6069, enter any refundable credits and estimated tax

Form 8868 made include any prior year overpayment allowed as a credit and any amount paid previously with

c Balance due Subtract line Sb from line la Include your payment with this form, or, il required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) See instructions

Signature and Verification Under penalties of penury, 1 declare that I have examined this loan including accompanying schedules and statements and to the best of my linonledqe and belie) it is true correct and complete and Cial I am authorized to prepare this form

r /J ~~ ~~,p~,, ~,~~)/~~n/~~~( /

I ~03 Si9naWre ~'J"" ~1' `~ ~'~ - '-"- % " ~ Title ~ L101q Dale e`

/ Z

~,

~~y Notice to Applicant - To be Completed by the IRS '~~~~T, We have approved this application Please attach this form to the organizations return

U We have not approved this application However~ we_ led a 10 day grace period from the later of the dale shown below or the due date of the organization'siretartr (i~ ~Iy p~~( ex en ions) This grace period is considered to be a valid extension of time for elections otherwise required to be m~e~~phbl~Sloti recur Please attach ails form to the organization's return

i We have not approved this applic4ion After considering ih sons slated in item 7, we cannot grant your request for an extension of lime to file We are not granting a X10 r r

~ ~~ ~ 5e X03 u, We cannot consider this applic3f~oh because it was filed a e due date of the return for which an extension was requested Other - - ---------- -- - ~" , -=-jL4jT ---------------------------- -- -----

By

Houston, TX 77079 BAA FIFZ05O2L 17/30101 8868 (Rev 12 2000)

0 If you are filing for an Automatic 3-Month Extension, complete only Part I Part (1 Additional not automatic 3-Month Extension of Ti

Name of Exempt 0rgaolia4oo Type or Pnnt BAYLOR COLLEGE OF MEDICINE

Number 5tree1 and Room or

Stop Do not complete Part II if you were not already ranted an automatic 3-month extension on a previousl y filed Form 8868 " 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 we organizations tour digit Group Exemption Number (GEN) It this is for the

whole group, check this box ~ F1 If it is part of the group, check this box ~ F land attach a list with the names and EINs of all members the extension is for

4 I request an additional 3 month extension of time il 5/ 15 , 20 03 5 For calendar year , or other tax year begmnmg - O1 , 2 and ending - 6130 '20 02 6 If this fax year is for less than 12 months, check reason 0 Initial return O Final return Change in accounting period 7 State in detail why you need the extension - See - Attachment

Alternate Mathng Address - Enter the address d you want the copy of this application for an additional 3 month address different than the one entered above

Name

Sandra Leigh Bryant, CPA

Type Of Number and Street (Include sane room or apartment number) or a P O Boa

Print i,i� v- . ., r .,... . .- . . . c . . . .,, o,n

to

2001 Page 1 Form 8868 Attachment

~.

Client 74161387 BAYLOR COLLEGE OF MEDICINE 741613878 1/29/03 01 27PM

Explanation of Extension

The or ganization's accounting records are audited by a public accounting firm The audit has not been completed in sufficient time to prepare a complete and accurate return by February 15, 2003

QQ

~c

5471 Information Return of U.S. Persons With Respect To Certain Foreign Corporations

Rev May zoom 0- See separate instructions ~P���a� a Ne 7,e�� y Information furnished for the foreign corporation s annual accounting period (tax yea

File In Duplicate (see When and Where To File on page 1 0l the instructions)

Inia �ai Revenue sake section 898) (see instructions) beginning Name of person filing this velum

Baylor College of Medicine NumMr sheet arid room a wile no /a P O Eoi number d mad is not delivered to street

One Baylor Plaza, T-128 City a town stale and ZIP code

Houston TX 77030-3498 Filer s lax year beginning //1 20 L1 1 and e

D Person(5) on whose behalf this information return is tiled

(1) Name (2) Address N) Check applicable Dox(esl

(3) Idenulying number Share

holOM OffKer Duccta

Important Fill in all applicable lines and schedules All information must be in the English language All amounts must be stated in U 5 dollars unless otherwise indicated 1 .0000000 U .

la Name and address of foreign corporation b Employer identification number d any

Southern Medical Center Insurance Co ., Inc . 98-0097334 P .O . Box 1214, Alleyne House, Whitepark Rd . c Country urider whose laws incuiporated

Kevin Walton Same as la

(b) Number of stares issued and

() Beginning of annual accounting

per, od

I Information for be 1 filers (or

(a) Description of each class o! Preferred stock (Note TMs description should match the corresponding (b) Par value in

Cescnplron entered in Part I column (a)1 functional currency

For Paperwork Reduction Act Notice, see page 1 0l the separate instructions Form 5471 (Rev 5 2001) Cal NO 49958V

OMB No 1545-0704

A Idenhlpng number

B Category d file (See page 1 d the in5wctlon5 Check applicable Ooxlesl)

C Enter the tout percentage of the foreign corporation S voting stock

you owned al the end of its annual accounWxJ period .73 . 3 .7 .i .!%

6/30 20 02

Date of incorporation I ¢ Principal place of business I 1

7/5/88 1 Barbados I 62E 2 Provide the following information for the foreign corporation s accounting p

a Name address and identifying number of branch office or agent (d any) m the Untied States

N/A

c Name and address of foreign corporation s statutory or resident agent in cour,try [A Incorporation

Kevin Walton Same as la

(a) Description of each class of slack

business actrvny I g Principal business acuvrty I h Functional currency 1e number

b II a U S income tax return was filed please show

(i) Taxable income a (loss) (i) U 5 uCOme tax paid

(after all credits)

d Name and address (including corporate department I applicable) of person (or persons) with custody of the books and ecads of the foreign corporation and the location of such books and records if different

(c) Rate of dividend

(r) End of annual accounting period

(d) Indicate whether the sock is cumulative or

roncumulatrve

(b) DescnPuan of each class d sock held by IQ rvumoa or shareholder (Note iNS dewipuon Should match the

tyres held et UlgNNRf .lot

corresponding EescnpUOn entered in Schedule A amual Part I column (a)) accountug cerc

~d e~ (e) Pro rem store d erviud suEperl i

inlwq TCOT! (MIA BS � ,1 a peeeentegc)

(a) Name address, and identifying number of shareholder

10 Compensation not deducted elsewhere

11 Rents, royalties, and license fees » 12 Interest 12 c 13 Depreciation no[ deducted elsewhere 13

14 Depletion y

14

15 Taxes (exclude provision for income, war profits, and excess profits taxes) 15

16 Other deductions (attach schedule-exclude provision for income, war profits, and excess profits taxes) 16

17 Total deductions (add lines 70 through 16) 17

18 Net income or (loss) before extraordinary items, prior period adjustments, and the provision for income, war profits, and excess profits taxes (subtract line

18 0 17 from line 9)

19 Extraordinary items and prior period adjustments (see instructions) 19

y 20 Provision for income, war profits, and excess profits taxes (see instructions) LO 2

21 Current vear net income or flossl per books (line 18 plus line 19 minus line 201 21

Fmn 5471 (Rev 5 1007)

of Foreign Corooration ISee Dace 5 of the instructions page 2

E'raUsm[Iy Income Statement (See page 5 of the instructions) Important: Report all information m functional currency in accordance with U S GAAP Also, report each amount m

U S dollars translated from functional currency (using GAAP translation rules) However, if the functional currency is the U S dollar, complete only the U S Dollars column See instructions for special rules (or DASTM corporations

Functional Currency I U S Dollars

to Gross receipts or sales b Returns and allowances c Subtract line lb from line la

d 2 Cost of goods sold p 3 Gross profit (subtract line 2 from line lc)

4 Dividends C 5 Interest 6 Gross rents royalties, and license fees 7 Net gain or (loss) on sale of capital assets 8 Other income (attach schedule) 9 Total income (add fines 3 through 8)

3 Taxes Paid or

(a) Name of country or U 5 possession (b) I Ic " I (d)

In foreign currency Gonverson rate In U 5 dollars

8 Balance Sheet

Important : Report all amounts m U 5 dollars prepared and translated in accordance with U S GAAP See page 5 0/ the instructions (or an exceouon (or DASTM corporations

n I (b) of annual End of annual

and

Form 571 (Rev 5

1 US

Amount of tax

Assets

1 Cash 2a Trade notes and accounts receivable Za

b Less allowance for bad debts Zb

3 Inventories 4 Other current assets (attach schedule) 5 Loans to stockholders and other related persons 6 Investment in subsidiaries (attach schedule) 7 Other investments (attach schedule) Ba Buildings and other depreciable assets Ba

b Less accumulated depreciation 8b 9a Depletable assets 9a b Less accumulated depletion 9b

10 Land (net of any amortization) 10

11 Intangible assets a Goodwill b Organization costs »b c Patents, trademarks, and other intangible assets d Less accumulated amortization for lines 11a, b, and c »d

12 Other assets (attach schedule) 12

13 Total assets 13

Liabilities and Stockholders' Equity P/F///

14 Accounts payable 15 Other current liabilities (attach schedule) 16 Loans from stockholders and other related persons 17 Other liabilities (attach schedule) 18 Capital stock

a Preferred stock b Common stock

19 Paid-in or capital surplus (attach reconciliation) 20 Retained earnings 21 Less cost of treasury stock

1 Current year net income or (loss) per foreign books of account

Net Net Additions Subtractions

a Capital gains or losses b Deprecation and amortization c Depletion d Investment or incentive allowance e Charges to statutory reserves t Inventory adjustments g Taxes h Other (attach schedule) 3 Total net additions 4 Total net subtractions

instructions

on a distribution of oreviouslv taxed income

Yes No Was any income of the foreign corporation blocked Did any such income become unblocked during the tax year (see section 964(b))? 0 {Ci

If the answer to either question is ' Yes," attach an explanation

Form 5471 (Rev 5-2001) Page 4

Other Information Yes No

1 During the [ax year, did the foreign corporation own at least a 10°.6 interest, directly or indirectly, m a foreign partnerships D 10 If "Yes," see page 5 of the instructions for required attachment

2 During the tax year, did the foreign corporation own an interest m any trust E] 51 3 During the tax year, did the foreign corporation own any foreign entities that were disregarded as entities separate

from their owners under Regulations sections 301 7701-2 and 301 7701-31? El 0 If "Yes," attach a statement listing the name, country under whose laws the entity was organized, and EIN Qf any) of each emit

" Current Earnings and Profits (See page 5 of the instructions ) Imuortant : Enter the amounts on lines 1 throuoh Sc in functional currency

2 Net adjustments made to line 1 to determine current earnings and profits according to U S financial and tax accounting standards (see instructions)

Sa Current earnings and profits (line 1 plus line 3 minus line 4) b DASTM gain or (loss) for foreign corporations that use DASTM (see instructions) c Combine lines 5a and Sb d Current earnings and profits in U 5 dollars pine 5c translated at the appropriate exchange rate as

defined in section 989(b) and the related regulations (see instructions) Enter exchan e rate used for line Sd

. ~ . Summary of Shareholder's Income From Foreign CorooraUOn (See oaae 6 c

1 Subpart F income (line 40b, Worksheet A m the instructions)

2 Earnings invested in U S property (line 17, Worksheet B in the instructions) 3 Previously excluded subpart F income withdrawn from qualified investments (line 6b . Worksheet

C in the instructions) 4 Previously excluded export trade income withdrawn from investment in export trade assets (line

7b, Worksheet D in the instructions)

5 Factoring income

6 Total of lines 1 through 5 Enter here and on your income tax return See page 6 of instructions

7 Dividends received (translated at spot rate on payment date under section 989(b)(1))

SCHEDULE) (Form 5471) (Rev May 2001) DepaWsm of the Treasury Internal Revenue ServlCe

OMB No 1545 0704

" Attach to Form 5471 See Instructions for Form 5471 png mmbar 74-1613878

person ffing Form 5471 for College of Medicine

Name of foreign corporation Southern Medical Center Insurance Co ., Inc .

(a) Post-1986 (b) Pre-1987 E&P I Important. Enter amounts in Undistributed Earnings Not Previously Taxed L functional currency (post 86 section (pre-87 section r

959(c)(3) balance) 959(c)(3) balance)

(c) Previously Taxed E&P (see instructions) (d) Total Section (sections 959(c)(1) and (2) balances) 964(a) E&P

/U Earnings Invested (q) Earnings Invested (combine Columns in U S Property in Excess Passive (iii) Subpart F Income (a)~ (b), and (G)) Assets

b Balance of E&P not previously taxed at end of year (line 3 minus line 4, minus line Sb)

7 Balance at end of year (Enter amount from line 6a or line 6b, whichever is applicable

For Paperwork Reduction Act Notice, see the Instructions for Form 5471 1 I 1,577,096 1 1,577,096

Cad No 27171K Schedule J (Form 5471) (Rev 5-2001) ~S..c a+iael~cd .

Accumulated Earnings and Profits (E&P) of Controlled Foreign Corporation

1 Balance at beginning of ear -Q-

2a Current ear E&P 1-577-096

b Current ear deficit in E&P

3 Total current and accumulated E&P not previously taxed (line 1 plus line 2a, minus line 2b) 1,577,096

4 Amounts included under section 951(a) or reclassified under section 959(c) in current ear 1 1 577 , 09 6

5a Actual distributions or reclassifications of previously taxed E&P

b Actual distributions of nonpreviously taxed E&P

6a Balance of previously taxed E&P at end of year (line 1 plus line 4, minus line Sa)

BALANCE AT BEGINNING OF YEAR 11,250,492 11,250,492

BAYLOR COLLEGE OF MEDICINE 74-1613778 ATTACHMENT TO FORM 5471, SCHEDULE 0 SOUTHERN MEDICAL CENTER INSURANCE CO

(w) (d)

PRIOR YEAR END OF YEAR BALANCE 11,287,789 11,287,789

YEAR END AUDIT ADJUSTMENTS ( 37,297) 37 ,297 )

2 Provide the follovnng information for Inc foreign corporation s accounting period staled above a Name address and identifying number of branch office a agent (if any) in b if a U S income lax return was filed please show

the Untied Sales n Taxable income a posse U 5 income lax paid

(atttt all crMiLS)

N/A

Lily Chen Same as la

(6) Number of shares issued and

(d Beginning d annual accounting penoG

(a) Description of each class of stock

Part 11-Additional Information be 1 filers for

Form 5471 (Rev 5-2001) For Paperwork Reduction Act Notice, see page 7 of the separate instructions Cal No 49958V

Form 5471 Information Return of U.S. Persons With °""B "° 'S's-°'°' Respect To Certain Foreign Corporations File In Duplicate

(Rev May 2007) 1 See separate msWCtims (see When and Whcre

Information furnished for the forei n cor ration s annual accounting enod (tax ear required b ro File m page t or

oeperu,vn o~ ue rre�. .y 9 P~ 9 P Y Y the �,ywctons) i~w�,i ae�,.x s~~ section 898) (see inswcuons) beginning ~~ 01 20 01 , and ending 06/30 20 Name of person filing this return A Idemifying number

Baylor College of Medicine 74-1613878 Number street and mom w suite in (« P O box number d maY is not delivered to street address) 8 Category of fJer (See page 1 of the instructions Check applicable

One Ba for Plaza °°`(es)) 1 O 2O 30 < s~v' City a town gate and ZIP code C Enter the total percentage of the foreign caporauon s voting ~q stock

% Houston , TX 77030-3498 you owned at the end of its annual accounting penod rt +~O

Fdttstaxyear Degurtung 01 70 01 and ending 06/30 ZO 02 D Pcrson(s) on whose behalf INS information realm is filed

(1) Name (_) Address (3) Identifying number (d) Check applicable Domes)

Shareholder OIIKer Director

Important Fill in all applicable lines and schedules All information must be in the English language All amounts must be staled m U S dollars unless otherwise indicated

1a Name andadOressofforeign corporation Prescri ptive Insurance Company , Lt b Employer wemirwuonm~mter nary

P .O . Box 1051LGT, Barclays House 3rd Floor Shedden Rd, Grand Cayman ~ cant7 under whoselawsmcorporaled

Cayman Island d Date W IncorporaUOn a Principal place of business I Principal business activity g Principal business activity In Functional currency

code number

July 1, 1999 6259 Other Insurance

c Name and address of foreign corporation s statutory or resident agent in country of incorporation

Lily Chen Same as la

of the

d Name and address (including corporate department if applicable) of person (d persons) with custody of the books and records of the foreign corporation and the location of such books and records J different

(a) Desuiptnn d each Class of Preferred stock (Note This description shaulC match the carrespon4uxJ N) Par value in

descnptqn entered m part 1 column (aft functional currency (c) Rate of dividend

(10 End of annual accounting period

(d) indicate whether the stock is cumulative cir

IqnCUmuldlrve

Page 2

~e) Ro rein sliarc of suGpart F

income (eme~ as a percentage)

I 100%

nper of I Jet) Nuratier of held at shapes held at urg of end of amual

Baylor College of Medicine One BayTor Plaza, T-128 Houston, TX 77030-3498

nary Shares

10 Compensation not deducted elsewhere

11 Rents, royalties and license fees » 12 Interest 12

j 13 Deprecation not deducted elsewhere j

13

14 Depletion y

14

15 Taxes (exclude provision for income, war profits, and excess profits taxes) 15

16 Other deductions (attach schedule-exclude provision for income war prods, and excess profits taxes) 16 3,874,861

17 Total deductions (add lines 10 through 16) 17 3 874,$61

78 Net income or (loss) before extraordinary items prior period adjustments, and jj/~/ the provision for income, war profits and excess profits taxes (subtract line

18 (3,297 0 17 from line 9)

19 Extraordinary items and prior period adjustments (see instructions) y

19

20 Provision for income, war profits, and excess profits taxes (see instructions) 20 Z

21 Current year net income or (loss) per books (line 18 plus line 19 minus line 20) 21

Form 5471 (Rev 5-2001)

(a) Nam, address, and identifying number of shareholder

(b) Descnptbn of each class of stock held by shareholder (Note TMs desarp+mn should match !he corresponding description entered in Schedule A

Part 1 column (a))

instructions

IYaTT"m6IN Income Statement (See page 5 of the instructions) Important Report all information in functional currency in accordance with U 5 GAAP Also, report each amount in

U 5 dollars translated from functional currency (using GAAP translation rules) However, if the functional currency is the U S dollar, complete only the U S Dollars column See instructions for special rules !or DASTM coroorations

Functional Currency I US Dollars

1a Gross receipts or sales b Returns and allowances c Subtract line lb from line la

d 2 Cost of goods sold a 3 Gross profit (subtract line 2 from line lc)

4 Dividends c 5 Interest 6 Gross rents, royalties and license fees 7 Net gain or (loss) on sale of capital assets 8 Other income (attach schedule) 9 Total income (add lines 3 through 8)

Important Report all amounts m U S dollars prepared and translated in accordance with U S GAAP See page 5 0! the instructions for an exceAtron for DASTM corooratrons

22 1 289 .164 1 1 .533 .145 22 Total liabilities and stockholders'

Assets

1 Cash 2a Trade notes and accounts receivable b Less allowance (or bad debts

3 Inventories 9 Other current assets (attach schedule) Accrued Intere5t 5 Loans to stockholders and other related persons 6 Investment in subsidiaries (attach schedule) 7 Other investments (attach schedule) 8a Buildings and other depreciable assets b Less accumulated depreciation

9a Depletable assets b Less accumulated depletion

10 Land (net of any amortization) 11 Intangible assets

a Goodwill b Organization costs c Parents, trademarks, and other intangible assets d Less accumulated amortization for lines l la b, and c

12 Other assets (attach schedule) Prepaid Expen5e5

13 Total assets

Liabilities and Stockholders' Equity

14 Accounts payable _ 15 Other current liabilities (attach schedule) 16 Loans from stockholders and other related persons n Other liabilities (attach schedule) Duts.tanding Lgsses & hoss 18 Capital stock xpense eserve

a Preferred stock b Common stock

19 Paid-in or capital surplus (attach reconciliation) 20 Retained earnings 21 Less cost of treasury stock

(al I Ibl Beginning of annual End of annual

289,164 11,533,145

5 Factoring income

6 Total of lines 1 through 5 Enter here and on your income tax return See page 6 of instructions

7 Dividends received (translated at spot rate on payment date under section 989(b)(1))

8 Exchange gain or floss) on a distribution of oreviouslv taxed income

Yes No Was any income of the foreign corporation blocked El [KI Did any such income become unblocked during the lax year (see section 964(b))~

If the answer to either question is 'Yes " attach an explanation

Form Se77(Rev 5-2007) Page 4 90 Other Information

Yes No 7 During the tax year, did [he foreign corporation own at least a 10% interest directly or indirectly, m a foreign

partnership It "Yes' see page 5 of the instructions for required attachment

2 During the tax year, did the foreign corporation own an interest in any trust 3 During the [ax year, did the foreign corporation own any foreign entities that were disregarded as entities separate

from their owners under Regulations sections 301 7701-2 and 301 7701-3? If "Yes ." attach a statement listing the name country under whose laws the entity was organized, and EIN (d any) of each enU[

J Current Earnings and Profits (See page 5 of the instructions ) Important: Enter the amounts on lines 1 through Sc m functional current

1 Current year net income or (loss) per foreign books of account 1 3 297

2 Net adjustments made to line 1 to determine current earnings and profits according to U 5 financial and tax Net Net accounting standards (see instructions) Additions Subtractions

a Capital gains or losses b Depreciation and amortization c Depletion d Investment or incentive allowance e Charges to statutory reserves f Inventory adjustments g Taxes h Other (attach schedule)

3 Total net additions 4 Total net subtractions Sa Current earnings and profits pine 1 plus line 3 minus line 4) b DASTM gain or (loss) for foreign corporations that use DASTM (see instructions) c Combine lines Sa and Sb d Current earnings and profits in U S dollars (line Sc translated at the appropriate exchange rate as

defined in section 989(b) and the related regulations (see instructions) Enter exchange rate used for tine Sd

1 Subpart F income (line 40b Worksheet A in the instructions)

2 Earnings invested in U S properly (line 17, Worksheet B in the instructions) 3 Previously excluded subpart F income withdrawn from qualified investments (line 6b, Worksheet

C in the instructions) 4 Previously excluded export trade income withdrawn from investment in export trade assets (line

7b, Worksheet D in [he instructions)

SCHEDULE) (Form 5471) (Rev May 2001 Depeiunem of iM 7raesury imemel Rwcrnw SeMCe

Name of person filing Form 5471

Accumulated Earnings and Profits (E&P) of Controlled Foreign Corporation " Attach to Form 5471 See Instructions for Form 5471

OMB No 7545 070

png number

74-1613878 lleae of Medicine Nome of foreign corporation

Prescri ive Insurance Company, Ltd . (a) Post-1986

1 Balance at beginning of ear -0-

2a Current ear E&P

b Current ear deficit in UP

3 Total current and accumulated UP not previously taxed (line 1 plus line 2a, minus line 2b)

4 Amounts included under section 951(a) or reclassified under section 959(c) in current ear (3,297)

Sa Actual distributions or reclassifications of previously taxed UP

(3,297)

b Balance of E&P not previously taxed a[ end of year (line 3 minus line 4, minus line Sb) -0-

7 Balance at end of year (Enter amount from line 6a or line 6b, whichever is applicable) -0- 107,016 107,016

For Paperwork Reduction Act Notice, see the Instructions for Form 5471 Cal No ziiiiK Schedule J (Form 5471) (Rev 5-2001)

Important Enter amounts in Undistributed Earnings functional currency (post 86 section

959(c)(3) balance)

(b) Pre-1987 E&P (c) Previously Taxed E&P (see instructions) (d) Total Section Not Previously Taxed (sections 959(c)(1) and (2) balances) 964(a) E&P

(pre-87 section () Earnings Invested (,r) Earnings Invested (combine columns 959(1)(3) balance) in U 5 Progeny in Excess Passive (,If) Subpart F Income (a), (b), and (C)) Assets

110,313 1 110,313

b Actual distributions of non previously taxed E&P

6a B

line Iminus end

rline Sajynte leplus plus

107,016

Taxpayer's # 74-1613878

BAYLOR COLLEGE OF MEDICINE July 1, 2001 to June 31, 2002

Form 5471 Prescriptive Insurance Company, Ltd.

Losses Paid & Loss Expenses

Outstanding Loss Reserves

Reinsurance Reviews

Administration Expenses

Brokerage Commission

54,853

125,000 $ 3,874,861

Schedule I

Schedule C-Line 16 Other Deductions

$ 6,498

1,218,510

2,470,000

101111 5713 I International Boycott Report For tax year beginning JU ly 1 20 01

IFe~ Novenroa- 20011 and ending June 30, 2002

01013 NO 194r, 0- IU

Auochment Sequence No 123

File in Duplicate (tier Insinitileib)

OePdnneui .l1n. W asiny im ~m e e~~ .w~ S,v

Name

" Controlled groups sec page 3 0l instructions

Identifying nunibili

Baylor College of Medicine ~ 74-1613875 NuNbcf ~VOCi and doom a Suite no (11 n P V hog a,C p i9e _ OF uuhUilY,iu 1

One Baylor Plaza, T-128 l:i1V OF lolnl HlW Will ZIP CW"

Houston, TX 77030-3498 Add", W a~niie icmn wham Sour i 1 101 .11, a iA,ii

Of tiler (check one)

Individual Coiuoialion I 1 Twist I I C~Iane Li other

5 Estates or trusts-Enter total income IFrnm 1017

hcnofns Kce ~n,vunian,~

-0-

-0-

Entei the total nmounl (before reduction fur boycott participation or coopernlion) of iha lolluwiny is

FOroign la\ Gedil Delcnal of earnings of controlled foreign r.urpurilions Dcfcnal of IC DISC Income FSC e,enipl foreign trade Income FOICiqn lrOCle inc0n1N OUIh(ylnu for IhC C`1IJ(eIIIIUIUI InCV171C t?)cluSJon

6 a U c A E

P l ease 1 .1 110,11 pevl fluC~ of pc~ImV I Jttlarc It . n I Levy i ainv~vt7 if", "I'M III, liuimq It I oinpinyn)Q .illk Oulcs 1110 '1110171- 11h .11111 io ilu In ,I ni inV knnvAetlgc Mild UPIp~~ 1 5 nu~ " Luin" ,,l

1na7 u~mplr~~

Sign Senior Vice President foe Here ' Signature Date ' Title

For Paperwork Reduction Act Notice sec page 4 of the separate instructions CM NO 120101 1 ann 513 it i Yxm

1 Individuals-Enter adjusted gross income from your lay return (sae page 2 0l imlrucuon>) 2 Partnerships and corporations a Paiuierships-Enter each partnzr 5 name and demilying number b Corporations-Enter the name and employee identification numUer of each member of the controlled ymup (as defined m

section 993(a)(3)) Do not lisp members included in the consolidated return in,tead attach a copy of Form S51 Li,i all other members of the controlled group not included m the con5olidaied return II you list any corporations below or d you attach Form 851, you must designate a common tax year Enter on line 4b the name and employer identification number of the corporation whose tax year is designated

Nome IJenidwng iiunibeF

N/A

li inure space is needed attach additional sheets and check this box Code De~u~paon

c finer principal business activity code and description see instructions) 82 IIEd 1 Cd 1 School d IC DISCS-Emei pnniipal product or service code and Aesuipiwn Isee mclruclions) ~ ~ N/A

3 Partnerships-Each papinership filing form 5113 must give the following inlormatoll a Partnership s total assets (see imtruniona) ~ N/A b Pannciships ordinary Income (,ee uisyucuons) ~ N/A

4 Corporations-Each corporation tiling form 5713 must give the following infonn,uion a Type of lomi filed (Form 11 :0 I 120 F 1120-FSC 1120-IC DISC 1120 L 1120 PC etc ) ~ Form 990 b Conimun lax year election (see pa cle 2 of in>IruUUOns)

(1) Name of corporation ~ day for College of ttedicine (2) Employer identification numbci ~ 1a-1613S7S l31 Common lax year beginning jU ly 1 20 01 and ending June 30 20 02

c Coipoiauonb filing this form enter (i)Total isseis(seeinstrucuom) 1,542,968,609 (2) Taxable Income bCIpl2 Ill JUBI911nU BOSS and SUeCI ;1l deductions ISBN IfISIfuCfIJI1S) I 11/p,

Form 5717 (Rev 11 2001)

7 The following information must be submitted by every person filing Form 5713 a Are you a U 5 shareholder (as defined in section 951(b)) of any foreign corporation (including a FSC that does

not use the administrative pricing rules) that had operations reportable under section 999(a)? b If 'Yes,' is any foreign corporation a controlled foreign corporation (as defined m section 957(a))? c Do you own any stock of an IC-DISC d Do you claim any foreign tax credit'? e Do you control (within the meaning of section 304(c)) any corporation (other than a corporation included m this

report) that has operations reportable under section 999(a)?

If "Yes," did that corporation participate in or cooperate with an international boycott at any time during its tax year that ends with or within your tax years

t Are you controlled (within the meaning of section 304(c)) by any person (other than a person included in this report) who has operations reportable under section 999(a)?

If 'Yes," did that person participate in or cooperate with an international boycott at any time during its tax year that ends with or within your tax year

g Are you treated under section 671 as the owner of a trust that has reportable operations under section 999(a)? h Are you a partner in a partnership that has reportable operations under section 999(a)? i Are you a foreign sales corporation (FSC) (as defined in section 922(a) as in effect before its repeal) i Are you excludma extraterritorial income (defined in section 114(e1) from cross income

Operations m or Related to a Boycotting Country (See instructions beginning on page 3

No 8 Boycott of Israel-Did you have any operations in or related to any country (or with the government, a company, r---r

or a national of that country) associated in carrying out the boycott of Israel which is on the list maintained by the Secretary of the Treasury under section 999(a)(3)? (See Boycotting Countries on page 2 of the instructions If Yes " enter name of the country, identifying number of person having operations, principal business activity code, and a description of the principal business activity I( you are an IC DISC, also enter the product code I( more space is

Form5713 (Rev 11 2001)

Form 5717 (Rev 11 2001)

Yes 9 Nonlisted countries boycotting Israel-Did you have operations in any nonlisted country which you know or have reason to know requires participation in or cooperation with an international boycott directed against Israel If "Yes," enter we country, identifying number of person having operations the principal business activity code, and a description of the principal business activity If you are an IC-DISC also enter the product code If more space is needed, attach additional sheets using the exact format and check this box

IC DLSCs Identifying number o!

Name of country I person having operations Code I Description

10 Boycotts other wan the boycott of Israel--Did you have operations in any other country which you know or have reason to know requires participation in or cooperation with an international boycott other than the boycott of Israel

If "Yes," enter the country identifying number of person having operations, the principal business activity code, and a description of we principal business activity If you are an IC-DISC also enter the product code If more space is needed, attach additional sheets using the exact format and check this box

business aclmty IC DISCS only-Emc

Description poductcade

(a) (s)

71 Were you requested to participate in or cooperate with an international boycott?

Fom, 5713 (Rev i, zoom

business acWtty

b

Name of country tdenhly~ng numEer o!

person hanng operations Code (1) I (2) r C(3)

If "Yes," attach a copy (in English) of any and all such requests received during your tax year If the request was in a form other than a written request, attach a separate sheet explaining the nature and form of any and all

12 Did you participate m or cooperate with an international boycott If "Yes " attach a copy (in English) of any and all boycott clauses agreed to, and attach a general statement of the agreement If the agreement was m a form other than a written agreement, attach a separate sheet explaining the nature and form of any and all such agreements (See page 4 of instructions

Note If the answer to either question i l or 72 is "Yes,"you must complete the rest of Form 5713 I! you answered 'Yes' to question 72, you must complete Schedules A and C or B and C (Form 5773)

Fpm 5717 (Rev 17 2001)

No

Requests and agreements-If the answer to any part of 13a is 'Yes ' indicate below [he country, the identifying number of the person receiving the request or having the agreement, principal business activity code, description of the principal business activity, the number and the number code indicating the type of participation or cooperation requested or agreed to If you are an IC-DISC, also enter the product code in column (5) (See page 4 of instructions ) If more space is needed

Fam 5713 (Rev 11 2001

for and Acts of Participation in or Cooperation With an International

13a Did you receive requests to enter into a did you enter into any aareemenl (see cane 4 of (1) As a condition of doing business directly or indirectly within a country or with the government

a company, or a national of a country to-

(a) Refrain from doing business with or in a country which is the object of an international boycott or with the government, companies, or nationals of that country

(b) Refrain from doing business with any U S person engaged in trade in a country which is the object of an international boycott or with the government, companies, or nationals of that country?

(c) Refrain from doing business with any company whose ownership or management is made up, in whole or m part, of individuals of a particular nationality, race or religion, or to remove (or refrain from selecting) corporate directors who are individuals of a particular nationality, race, or religion

(d) Refrain from employing individuals of a particular nationality, race, or religion (2) As a condition of the sale of a product to the government a company, or a national of a country,

to refrain from shipping or insuring products on a carrier owned, leased, or operated by a person who does not participate in or cooperate with an international boycott?

Page 4

Ftrm $621 Return by a Shareholder of a Passive Foreign car December 2" I Investment Company or Qualified Electing Fund oevammm a ft n.." u+,ma n~ s~~ 110~ See separate instructions

Attachment Sequence No 69

IdrntAying nunber (see page 2 d msuunwns) 741673878

Name of shareholder

BAYLOR COLLEGE OF MEDICINE Number sueH and gown w swle no (1l a P O box see page 2 0l insWCtions ) ONE BAYLOR PLAZA

Name of passive foreign investment company (PFIC) OF quaffed electing fund (CIEF) FADI PVT LTD

Mess (Enter number street city or to" and country)

CIO Frontier Dulling ASA, Statsmmister Mlchelsensveg 38, PB 738 Tar year of company a fund calendar year 10 a other tax yew beg~nnirg __ ___Duly 27 p _01_ and ending December 31 _ 20 Ot

[he amount entered on line 3e 1 ad I Subtract line 4b from line 4a This is the deterred tax, the time for payment of which is extended bY makmq Election D See instructions

For Paperwork Reduction Act Notice, see page 7 0l separate instructions Cat No 6L17eH Fix. 8621 Rev 12 7000)

OMB No 1545 1002

Gay a lawn slake and ZIP code w country HOUSTON, TEXAS 77030

ShaFehol0a tax yeas CaleMabear 20 or other fax ar beginning zo and ending dune 3~ 20 02

Employer identification number (1 any)

none

A 0 Election To Treat we PFIC as a QEF I, a shareholder of a PFIC, elect to treat the PFIC as a QEF Complete lines la through 2c of Part 11 B El Deemed Sale Election I, a shareholder on the first day of a PFIC s first tax year as a QEF elect to recognize gain on the

deemed sale of my interest m the PFtC Enter gain or loss on line 70f of Part IV C El Deemed Dividend Election I a shareholder on the first day of a PFIC'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

D0 Election To Extend Time For Payment of Tax 1, 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 11 to calculate the tax that may be deferred Note I( any portion o! line la or line 2a of Part 11 is includible under section 551 or 957, you may not make [his election Also, see sections 1294(c) and 12940 and the related regulations for events that terminate this election

E 0 Election To Recognize Gain on Deemed Sale of PFIC I, a shareholder of a former PFIC, elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in she PFIC, or, it I qualify, my share of the PFIC's post-7986 earnings and profits deemed distributed, on the fast day of its last tax year as a PFIC under secUOn 1297(a) Enter gain on line 70101 Pan IV

F 0 Election To Mark-to-Market PFIC Stock I, a shareholder of a PFIC elect to mark-to market the PFIC stock that is marketable within the meaning of section 1296(e) Complete Part 111

Income From a Qualified Electing Fund (QEF) All pEF shareholders complete lines la through 2c II you are making Election D also complete lines 3a through ac (See battle 5 of instructions I

1a Enter your pro rata share of the ordinary earnings of the QEF 10 1

b Enter the portion of line la that is included in income under section 551 or 951 or that may be excluded under section 1293(8)

c Subtract line lb from line 1a Enter this amount on your tax return as dividend income 2a Enter your pro rata share of the total net capital gain of the QEF Za b Enter the portion of line 2a that is included in income under

section 551 or 951 or that may be excluded under section 1293(9) Zb

c Subtract line 2b from line 2a This amount is a net long-term capital gain Enter this amount in Pan II of the Schedule D used for your income tax return (See instructions )

3a Add lines 1c and 2c b Enter the total amount of cash and the fart market value of other

property distributed or deemed distributed to you during the tax 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, 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 I! line 3e is greater than zero, and no portion of line la or 1a is indudible in income under section 557 or 957, you may make Election D with respect to the amount on line 3e

4a Enter the total tax for the tax year (See instructions) b Enter the total tax (or the tax year determined without regard to

2 (ter tz zooo)

5 Event terminating election 6 Eammgs distributed w deemed

distributed dunrg the tax year 7 Deterred [ax due with this

return 8 Accrued interest due with

this return 9 Deferred tax outstanding after

partial terminauon of electron 10 Interest accrued after partial

F«m 8621 (Rev 1i 20001

5 Enter the fart market value of your PFIC stock a[ the end of the lax year 6 Enter your adjusted basis in the stock at the end of the tax year 7 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 8 Enter any unreversed inclusions (as defined in section 7296(d)) See instructions 8 9 Enter the smaller of line 7 or line 8 Include this amount as an ordinary loss on our tax return 9

Distributions and Disposition of Stock in a Section 1291 Fund (See page 6 of instructions ) Complete a separate Part IV for each excess distribution

10a Enter your total distributions from the PFIC during the current tax year If the holding period of the PFIC stock began in the current tax year, this amount is dividend income to the extent there are accumulated earnings and profits l0a none

b Enter the total distributions (reduced by the portions of such distributions that were excess distributions but not included in income under section 1297(a)(1)(B)) made by the company for each of [he 3 years preceding the current tax year (or if shorter, the portion of the shareholders holding period before the current tax year) 10b none

c Divide line 10b by 3 (See instructions d the number of preceding tax years is less than 3 ) lOc none d Multiply line tOc by 125% Enter the lesser of line 70a or line lOd as a dividend on your income tax return lOd none

e Subtract line tOd from line l0a This amount d more than zero, is the total excess distribution If zero or less and you did no[ dispose of stock during the tax year do not complete the rest of Pan IV See instructions if you received more than one distribution during the current tax year 10e none

f Enter gain or loss from the disposition of stock of a section 1291 fund or former section 1291 fund If a gain complete line 11 If a loss, show i[ in brackets and do not complete line 11 lot none

11a Attach a statement (or 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 [hat are allocated to days in each tax year ~Ps/z' =

b Enter the total of the amounts determined in line 11a that are allocable to the current tax year / and tax years before the foreign corporation became a PFIC (pre-PFIC tax years) Enter these "" amounts on your income tax return as other income >>b

e 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 ) 11c none -

d Foreign tax credit (See instructions ) > > d e Subtract line 11d from line 11c Enter this amount on your income tax return as "additional

tax " (See instructions ) 11e none

f Determine interest on each net increase in tax determined on line 11e using the rates and methods of section 6621 Enter the agg regate amount of interest here (See instructions ) l7( none

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 i/ there is a partial termination of the section 1294 election

1 Tax year of outstanding _ __ __ _______ election

2 Undistributed earnings [o nla which the election relates

3 Deferred tax 4 Interest accrued on deterred

tax (bite 3) as of the filing date

DUMB OVERSEAS PARTNERS 111, C V PARTNER $ 12 alt 9!-03718W FOR YEAR ENDED- 1213112001

ATTACHMENT TO FORM 8621

cymlemeMal PFIC Annual Information Statement

Baylor College of Medicine EIN 741617878

1 This Information statement applies b the taxable year of FAOI Pvt Ltd

beginning on July 27, 2001 and ending December 71, 2001

Z Bay1a College, of 1Md1Um has the following prorate sham of lla ordinary earnings W rot capital gem d FADI Pvt Ltd for the tax year spsafied ; in paragraph I

Ordinary unurq6 Nuns Not caDRal pan None

7 Tile amount d msh arid tie fair market Value d otMr property distributed of deemed dIsUbuted by

FADI Pvt Ltd to Baylor College of Medicine during the taxable year specified In paropnph 1 b as follows

Cash None Fair market value a property None

SHARE INFORMATION

FADI PN lW

INVESTOR Bay$w College of Medicine

BEGINNING SHARES. 0 ORDINARY SHARES OF STOCK

CHANGE IN SHARES. 39 ORDINARY SNARES OF STOCK

ENDING SHARES 39 ORDINARY SHARES OF STOCK

(3) The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the shareholder during the Company's taxable year specified m paragraph ( 1 ) is as follows

None Cash

FADI Pvt Ltd

Date

Title-

'Address c/o Frontier Drilling ASA Statsmmister Michelsensveg 38 PB 138 Parades 5856 Bergen, Norway

FADI PVT LTD. PFCC Annual Information Statement

(1) This Information Statement applies to the taxable year of FADI Pvt Ltd (the "Company") beginning on July 27, 2001 and ending on December 31, 2001

(2) The pro-rata share of the ordinary earnings and net capital gam of the Company for the Company's taxable year specified m paragraph (I) on a per share/per day basis is as follows

Ordinary Earnings None

Net Capital Gain None

Fair Market Value of Property None

(4) The Company will pemut shareholders to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gam are computed m accordance with U S income tax principles, and to verify these amounts and the shareholders' pro-rata shares thereof

By

Additional information required to complete Form 8621 - Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund:

Name of QEF FADI Pvt Ltd

F«m $62~ Return by a Shareholder of a Passive Foreign (Re,, Decemtx vestment Company or Qualified Electing Fund In Dmsmmm of ue Treasury

OMB No 155-7002

AnnChmeN Sewence No 69

Name of shareholder

BAYLOR COLLEGE OF MEDICINE Number street and room a sune no (II e P 0 ONE BAYLOR PLAZA

number (see page 2 0l insuucl 74-7613878

box see page 2 d inswnqns ) Shareholder tax year calendar m 20 or other tax r beginning JuIY 1 m and ena.rg June 3~ Zo 02

Estate Name of pas5rve foreign imeslm¢nl company (PFIC) a qudlife0 electing fund (CEF) FRONTIER DRILLING ASIA PTE LTD

AO<hess (Enter number Street city of loom and country )

497 River Valley Rd , 74th Floor, Unit 01,

Tax year of company a fund calendar year 20 v 1 or other

lay year beginning _____ . . . . . 20 _ _ and

ending . . . . . . . . 20

e Subtract line 3d from line 3a, and enter the difference (d zero or less enter amount in brackets) Important 1! tine 3e is greater than zero and no portion of line 7a or 2a is includible in income under section 557 or 951, you may make Election D with respect to the amount on line 3e

4a Enter the total tax for the tax year (See instructions) I 4a

b Enter the total tax for the tax year determined without regard to the amount entered on line 3e 4b

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 PaPOmork Reduction Act Notice, see page 7 of separate instructions Cal No 6417aH Form 8621 (Rev 111000)

City a tavm slate and ZIP code N country HOUSTON, TEXAS 77030

Employer ~dmufiwUOn n umb" GI airy)

none

A 0 Election To Treat the PFIC as a QEF I, a shareholder of a PFIC, elect to neat the PFIC as a QEF Complete lines la through 2c of Part 11 B El Deemed Sale Election 1, a shareholder on the first day of a PFIC's first tax year as a QEF, elect to recognize gain on the

deemed sale of my interest m the PFIC Enter gain or loss on line 10! of Part IV C 0 Deemed Dividend Election I, a shareholder on the firs[ day of a PFIC'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 she CFC as an excess distribution Enter this amount on line l0e

DEI Election To Extend Time For Payment of Tax I a shareholder of a REF, 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 1! any portion of line 7a or line 2a o! Part 11 is includible under section 557 or 957 you may no[ make this election Also see sections 1294(c) and 7294(!) and the related regulations for events that terminate this election

E 0 Election To Recognize Gain on Deemed Sale of PFIC I a shareholder of a former PFIC elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in the PFIC or it I qualify, my share of the PFIC s post 1986 earnings and profits deemed distributed on the lass day of its last tax year as a PFIC under section 1297(a) Enter gam on line 10101 Part IV

F 0 Election To Mark-to-Market PFIC Stock I, a shareholder of a PFIC, elect to mark-to-market the PFIC stock that is marketable within the meaning of section 1296(e) Complete Part 111

LjEM Income From d Qualified Electing Fund (QEF) All QEF shareholders complete lines la through 2c If you are making Election D also complete lines 3a ihrouqh 4C See paqe 5 of instructions )

1a Enter your pro rata share of the ordinary earnings of the QEF b Enter the portion of line to that is included in income under

section 551 or 951 or that may be excluded under section 1293(8) c Subtract line lb from line 1a Enter this amount on your tax return as dividend income 2a Enter your pro rata share of the total net capital gam of the REF b Enter the portion of line 2a that is included in income under

section 551 or 951 or that may be excluded under section 1293(8) Zb

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 instructions )

3a Add lines lc 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 year of she OEF (See instructions )

c Enter [he portion of line 3a not already included in tine 3b that is attributable to shares in the QEF that you disposed of pledged or otherwise transferred during the tax year

d Add lines 3b and 3c

5 Event terminating election 6 Earnings distributed or deemed

distributed during the tax year 7 Deferred tax due with this

return 8 Accrued interest due with

this return 9 Deferred tax outstanding after

partial termination of election 10 Interest accrued after partial

Form 8621 (Rev 112000)

Form 8621 (Rev 12 1000) Pane 2

5 Enter the fair market value o! your PFIC stock at the end of the tax year 6 Enter your adjusted bass in the stock at the end of the tax year 7 Excess Subtract line 6 from line 5 If a gam, stop here Include this amount as ordinary income

on your tax return If a loss go to line 8 8 Enter any unreversed inclusions (as defined in section 1296(d)) See instructions 9 Enter the smaller of line 7 or line B Include this amount as an ordina ry loss on our tax return 9

Distributions and Disposition of Stock m a Section 1291 Fund (See page 6 of instructions ) Complete a separate Part IV (or each excess distribution

10a Enter your total distributions from the PFIC during the current tax year If the holding period of the PFIC stock began in the current tax year this amount is dividend income to [he extent there are accumulated earnings and profits 10a none

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 company for each of the 3 years preceding the current tax year (or d shorter, the portion of the shareholder s holding period before the current tax year) 10b none

c Divide line lOb by 3 (See instructions if the number of preceding tax years is less than 3 ) lOc none d Multiply line lOc 6y 125% Enter the lesser of line 10a or line tOd as a dividend on your income tax return 10d none

e Subtract line lOd from line 10a This amount d more than zero is the total excess distribution If zero or less and you did not dispose of stock during [he tax year, do not complete the rest of Part IV See instructions d you received more than one distribution during the current tax year 10e none

f Enter gain or loss from the disposition of stock of a section 1291 fund or former section 1291 fund If a gain complete line 11 If a loss, show it in brackets and do not complete line 11 l0f none

11a 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 11a that are allocable to the current tax year / and tax years before the foreign corporation became a PFIC (pre-PFIC tax years) Enter these "" amounts on your income tax return as other income >>b

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 ) 11c none

d Foreign tax credit (See instructions ) e Subtract line 11d from line l lc Enter this amount on your income tax return as additional

fax ' (See instructions ) tte none

f Determine interest on each net increase in tax determined on line lle using the rates and methods of section 6621 Enter the aggregate amount of interest here (See instructions ) lid none

CMW 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 70 only i( there is a partial termination of the section 7294 election

19 lu) (w) (IV) lv) (vi)

1 Tax year of outstanding election

2 Undistributed earnings to I n(a which the election relates

3 Deferred [ax 4 Interest accrued on deferred

tax (line 3) as of the filing date

DUMB OVERSEAS PARTNERS III, C V EIN 9!-07D760.7 FOR YEAR ENDED 1213112001

PARTNERS 12

ENDING SHARES 77 ORDINARY SHARES OF STOCK

ATTACHMENT TO FORM M11

Supplemental PFIC Annual Infpmuhm Ct,,Mme'rt

War College of Maidicine EIN: 74-1013678

1 Tim information statement applies m the taxable year of Frontier Drilling Asia PTE Ltd. beginning on January f, 2007 and aiding December 37, 2007

2 Brylor College d YWldm has the following prorate share d the ordinary earnings and not capNal gain of Frontal Drilling Asia PTE Ltd for the tax yew specified In paragraph I

ONtrury eaminps S77 Not wpIts! gain None

3 The amount d osh and the fair market value of other popery distributed a deemed distributed by

Frontier Drilling Asia PTE Ltd to Baylor College of Medicine during the tenable year specified In paragraph 1 Is as follows

Cash None Fair market value of property None

SHARE INFORMATION

ffjc~ Frontier Drilling Asia PTE Ltd

INVESTOR BaYbr Cdbpe of Abdlrme

AF .INNIN . C aRFC O ORDINARY SHARES OF STOCK

CHAN . IN cK"oFC 77 ORDINARY SHARES OF STOCK

(3) The amount of cash end fair market value of other property distributed or deemed distributed by the Company to the shareholder during the Company's taxable year specified in paragraph (1) is as follows

None Cash

Frontier Drilling Asia PTE Ltd

Date

Title

Address 491 River Valley Rd 14th Floor, Unit Ol Valley Point Singapore 248373

FRONTIER DRILLING ASIA PTE LTD. PFIC Annual Information Statement

(1) Tins information Statement applies to the taxable year of Frontier Drilling Asia PTE Ltd (the "Company") beginning on January 1, 2001 and ending on December 31, 2001 .

(2) The pro-rata share of the ordinary earnings and net capital gam of the Company for the Company's tenable year specified m paragraph (1) on a per share/per day bass is as follows

Ordinary Earnings .000376712

Net Capital Gam None

Fair Market Value of Property: None

(4) The Company will permit shareholders to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFTC ordinary earnings and net capital gam are computed in accordance with U S . income tax principles, and to verify these amounts end the shareholders' pro-rata shares thereof

By

Additional Information required to complete Form 8621 - Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund :

Name of QEF: Frontier Dolling Asia PTE Ltd

F. $621 Return by a Shareholder of a Passive Foreign ,Rev oeCemtx zooo~ I Investment Company or Qualified Electing Fund

OMB No 155 1002

Attachment om>mir+ a the nwsu, imnna R~ 5mce 69 11, See separate Instructions Name d shareholder

BAYLOR COLLEGE OF MEDICINE (see page 2 0l inSUU[I

747613878

Number street and room a wile no (if a P O boa see page 2 0l inSWCUOns ) ONE BAYLOR PLAZA

Tax yeas of company a fund calendu year 70 or other uly 25__ p 01 and tax year DeDnug

'1-

ending --- ecember 31

Elections (See instructions

1a Enter your pro rata share of the ordinary earnings of the QEF b Enter the portion of line la that is included in income under

section 551 or 951 or that may be excluded under section 1293(8) I 1b c Subtract line 1 b from line 1 a Enter this amount on your tax return as dividend income 2a Enter your pro rata share of the total net capital gain of the QEF Za b Enter the portion of line 2a that is included in income under

section 551 or 957 or that may be excluded under section 1293(8) Zb

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 instructions )

3a Add lines 1c and 2c b Enter the total amount of cash and [he fair market value of other

property distributed or deemed distributed to you during the tax year of the QEF (See instructions )

c Enter the portion of line 3a no[ already included in line 3b [hat is attributable to shares in the QEF that you disposed of pledged or otherwise transferred during the tax year

d Add tines 3b and Jc 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 is or 2a is indudible m income under section 557 or 957 you may make Electron D with respect to (he amount on line 3e

4a Enter the total tax for the tax year (See instructions ) 4a b Enter the total tax for the tax year determined without regard to

the amount entered on line 3e 4b c Subtract line 4b from line 4a This is the deferred tax, the time for payment of which is extended by makma Election D See instructions

For Paperwork Reduction Act Notice, see page 7 0l separate instructions Cal No 6<77eH Form 8621 (Rev 12 1000)

iry a uwm state and ZIP code or country HOUSTON, TEXAS 77030

return U tndrvidual Name of passive foreign investment company (PFIC) w qualified! electing fund (QEF) FRONTIER DRILLSHIPS, BV Adde¢55 (Enter number street city or fOwn and country )

Go Frontier Dulling ASA, Statsmmister Michelsensveg 38, PB 138 Parades. 5856 Bergen, Norway

Shareholder tax yew calendar-year 20 . . . a other laxyear beginning .JuIY_1_ 20 V! andending _June3ll 20 02

Estate Employer IEenUlicabon number (f any)

none

A o Election To Treat the PFIC as a QEF I a shareholder of a PFIC, elect to treat the PFIC as a QEF Complete lines is through 2c of Part it B El Deemed Sale Election I a shareholder on the first day of a PFIC's first tax year as a QEF elect to recognize gain on the

deemed sale of my interest in the PF IC Enter gain or loss on line 7010( Part IV C El Deemed Dividend Election I, a shareholder on the first day of a PFIC 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

DD Election To Extend Time For Payment of Tax I a shareholder of a QEF, elect to extend the time (or payment of tax on the undistributed earnings and profits of the QEF until this election is terminated Complete lines 3a through 4c of Part I/ to calculate the tax that may be deterred Note I( any portion of line to or line 2a of Part 11 is includible under section 551 or 951, you may not make this election Also, see sections 7294(c) and 1294(1) and the related regulations (or events that terminate [his election

E 0 Election To Recognize Gam on Deemed Sale of PFIC f a shareholder of a former PFIC, elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in the PFIC, or, d I qualify my share of [he PFIC s post-1986 earnings and pious deemed distributed on the last day of its lash tax year as a PFIC under season 1297(a) Enter gam on line 70! of Part IV

F 0 Election To Mark-to-Market PFIC Stock I a shareholder of a PFIC elect to mark-to-market the PFIC stock that is marketable within the meaning of section 1296(e) Complete Part 111

~V Income From d Qualified Electing Fund ((2EF) All pEF shareholders complete lines la through 2c II you are making Election D .ISO complete lines 3a through 4c (See page 5 0l instructions )

2

5 Enter the fair market value of your PFIC stock at the end of the tax year 6 Enter your adjusted basis m the stock at the end of the tax year 7 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 8 Enter any unreversed inclusions (as defined in section 7296(4)) See instructions

ms and Disposition of Stock m a Section 1291 Fund (See page 6 of instructions a separate Part IV (or each excess distribution

none

none none none

none

none

j

none

none

none

10a Enter your total distributions from the PFIC during the current tax year If the holding period of the PFIC stock began m the current tax year, this amount is dividend income to the extent there are accumulated earnings and profits

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 company for each of the 3 years preceding the current tax year (or if shorter, the portion of the shareholders holding period before the current tax year)

c Divide line 10b by 3 (See instructions d the number of preceding tax years is less than 3 ~ d Multiply line tOc by 125% Enter the lesser of line 10a or line 70d as a dividend on your income tax return e Subtract line lOd from line l0a This amount if more than zero is the total excess distribution 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 d you received more than one distribution during the current tax year

f Enter gain or loss from the disposition of stock of a section 1291 fund or former section 1297 fund If a gain, complete line 11 If a loss, show it in brackets and do not complete line 11

tla 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 [o 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 11a that are allocable to the current tax year and tax years before the foreign corporation became a PFIC (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 m 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 11c Enter this amount on your income tax return as "additional

tax " (See instructions Determine interest on each net increase in tax determined on line 11e using the rates and methods of section 6621 Enter the aggregate amount of interest here (See instructions )

form 862 (Rev 12 1000)

Form 8621 fRn 12

Status of Prior Year Section 1294 Elections and Terminal Complete a separate column (or each outstanding election partial termination of the section 1294 election

1 Tax year of outstanding ""- -- election ------- -----

2 Undistributed earnings to nla which the election relates

3 Deferred lax 4 Interest accrued on deferred

lax (line 3) as of the filing date

5 Event terminating election 6 Earnings distributed a deemed

distributed dining the lax year 7 Deterred tax due with this

return 8 Accrued interest due with

this return 9 Deterred lax outstanding alter

partial termination of election 10 Interest accrued alter partial

termination of election

n of Section 1294 Elections Complete lines 9 and 70 only d there is a

unity . c Awcc 14 ORDINARY SHARES OF STOCK

ours OVERSEAS PARTNERS m. e v PARTNER 0 12 ON . 9"231603 FOR YEAR ENDED 1]13712001

ATTACHMENT TO FORM 8177

Supplemental PqC A.nual IM Xon Statement

Brow College of Maclaine ON 741613878

t This Information statement apples m IM taxable year d Frontier Drll Vhips, 8V oaginrung an July 25,2001 end siwug December 31, 2WI

2 Ww College d Medicine has the folbvMp praata shale of the ordinary earnings and nit capital gain m Frontier Drlllahlps BV la tie 7x year specified In paragraph 1

Ordinary earnings NOW Not capital pain None

7 The amount of Cash and the htr market value d other prop" distributed ar cloth distributed by

Frontier Drllbhipa BV W Baylp Col" of Medlebw during the taxable year speclHeO In paragraph 1 Is at ldbwe

Cash Nw,s Fair market value or pmpart)r None

SHARE INFORMATION

PFIC . Frontier Drifistilps BV

INVESTOR Saylor College of Medians

6FGINNIN . SHARER O ORDINARY SHARES OF STOCK

C Au . IN SHARES , 14 ORDINARY SHARES OF STOCK

(3) The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the shareholder during the Company's taxable year specified in paragraph (l) is as follows

None Cash .

Frontier Dnllships BV

Date

Title

Address c/o Frontier Drilling ASA Statsmmuster Michelscnsveg 38 PB 138 Parades 5856 Bergen, Norway

FRONTIER DRII,LSHIPS BV PFIC Annual Information Statement

(I) Thus Information Statement apples to the taxable year of Frontier Dnllships BV (the "Company") beginning on July 25, 2001 and ending on December 31, 2001

(2) The pro-rata share of the ordinary earnings and net capital gain of the Company for the Company's taxable year specified m paragraph (1) on a per share/per day basis is as follows

Ordinary Eamings None

Net Capital Cram None

Fair Market Value of Property None

(4) 'Ihe Company will permit shareholders to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFTC ordinary earnings and net capital gam are computed m accordance with U S income tax principles, and to verify these amounts and we shareholders' pro-rata shares thereof

By

Additional Information required to complete Form 8621 -Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund:

Name of QEF Frontier Dnlls}ups BV

OMB No 75<5 1002

Attachment Sequence No

oeysvKm a the u".wry internal aeve,.s sew« I " See se

IOerNlyimg number (see page 2 of instructions) 741613878

vane of shareholder

BAYLOR COLLEGE OF MEDICINE Number street and room or wile no Of a P O box see page 2 0l instructions ) Shareholder tax year calendar ear 20 d other tax year

ONE BAYLOR PLAZA I beginning `~.qlY ~ . 10 ~ and ending ' dune 31 2002

Check type of shareholder filing the return U Individual d Corporation Name d passive foreign irnestmem company (PFIC) a qualified electing fund (QEF) FRONTIER DRILLING ASA

Address (Enter number Street city or town and country)

Statsminister Michelsensveg 38, PB 138 Parades, 5856 Bergen,

E 0 Election To Recognize Gam on Deemed Sale of PFIC I, a shareholder of a former PFIC elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in the PFIC, or, d I qualify, my share of the PFIC's pose 1986 earnings and profits deemed distributed, on the last day of its last tax year as a PFIC under section 1297(a) Enter gain on tine 70! of Part IV

F El Election To Mark-to-Market PFIC Stock I, a shareholder of a PFIC elect to mark-to-market she PFIC stock that is marketable within the meaning of section 1296(e) Complete Part 111

Income From 8 Qualified Electing Filled (QEF) All QEF Shareholders complete lines la through 2C It you are making Election D aim complete lines 3a through 4c (See page 5 of instructions I

3a Add lines 1c and 2c

b Enter the total amount of cash and the !art market value of other property distributed or deemed distributed [o you during the [ax 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, or otherwise transferred during the tax year

d Add lines 3b and 3c e Subtract line 3d from line 3a, and enter the difference (f zero or less enter amount in brackets)

Important I! line 3e is greater than zero and no portion of line 7a or 2a is includible in income under section 551 or 957, you may make Election D with respect to the amount on line 3e

4a Enter the total tax for the tax year (See instructions ) 4a

b Enter the total tax for the tax year determined without regard to the amount entered on line 3e 4b

c Subtract line 4b from line 4a This is the deferred tax, the time for payment of which is

For Paperwork Reduction Act Nonce, see page 7 0l separate instructions Cap No 6ei7aH Form 8621 (Rev 12 2000)

Fam$621 Return by a Shareholder of a Passive Foreign ,a" December 2oorn I Investment Company or Qualified Electing Fund

City a down wait and ZIP bode or country HOUSTON, TEXAS 77030

Employer Identification number (f any) none

Tax year of company or fund calendar year 10 _ or other

lax yeu beginning 20 _ . and

ending . . . . . . . 20 . . .

A El Election To Treat the PFIC as a QEF I, a shareholder of a PFIC, elect to treat the PFIC as a QEF Complete lines la through 2c of Part 11 B D Deemed Sale Election I, a shareholder on the first day of a PFIC's (first tax year as a QEF, elect to recognize gain on [he

deemed sale of my interest in the PFIC Enter gain or loss on line 10f of Part W C D Deemed Dividend Election I a shareholder on the first day of a PFIC 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 70e

D D Election To Extend Time For Payment of Tax I a shareholder of a QEF, elect to extend the lime 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 11 [o calculate the tax that may be deferred Note 1/ any portion of line 1a or line 2a of Part II is includible under section 551 or 951, you may not make this election Also see sections 1294(c) and 1794(n and [he related regulations for events that terminate this election

1a Enter your pro rata share of the ordinary earnings of the QEF la I

b Enter the portion of tine to that is included in income under section 551 or 951 or [hat may be excluded under section 1293(8)

c Subtract line lb from line 1a Enter this amount on your tax return as dividend income 2a Enter your pro rata share of the total net capital gain of the QEF Za b Enter the portion of line 2a that is included m income under

section 551 or 951 or that may be excluded under section 1293(9) Zb

Subtract line 2b from line 2a This amount is a net long-term capital gain Enter this amount in Pan II of the Schedule D used (or your income tax return (See instructions )

yam or (LOSS) From marK-to-Market Election (See page 5 of instructions ) 5 Enter the fair market value of your PFIC stock at the end of the tax year 6 Enter your adjusted basis in the stock at the end of the tax year 7 Excess Subtract line 6 from line 5 I( a gain, stop here Include this amount as ordinary income

on your tax return If a loss, go to line 8 8 Enter any unreversed inclusions (as defined in section 1296(4)) See instructions 9 Enter the smaller of line 7 or line 8 Include this amount as an nrNnarv loss nn vour tax return

m a Section 1291 Fund (See page 6 of instructions a separate Part IV for each exci

none

none none none

none

none

j

none

none

none

10a Enter your total distributions from the PFIC during the current tax year If the holding period o/ the PFfC stock began in the current tax year, this amount is dividend income to the extent there are accumulated earnings and profits

b Enter the total distributions (reduced by the portions of such distributions that were excess distributions but not included in income under section 1297(a)(1)(B)) made by the company 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 line lOc by 725% Enter the lesser of line l0a w line tOd as a dividend on your income tax return e Subtract line lOd from line 10a This amount, if more than zero, is the total excess distribution If

zero or less and you did not dispose of stock during the tax year, do not complete the rest of Pan IV See instructions if you received more than one distribution during the current tax year

f Enter gain or loss from the disposition of stock of a section 1291 fund or former section 1291 fund If a gain complete line 11 If a loss, show it in brackets and do not complete line 11

11a Attach a statement for each distribution and disposit ion Show nod for each e share of stock or block of shares held Allocate the excess distribution

holding ibution to ach 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 11a that are allocable to the current tax year

and tax years before the foreign corporation became a PFIC (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 l Id from line 11c 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 lle using the rates and

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 it there is a partial termination of the section 7294 election

1 Tax year of outstanding election

2 Undistnbuted earnings to which the election relates

3 4

5 6

7

8

9

10

Event terminating election Eamirgs distributed a deemed distribu ted doing the tax year Deferred tax due with this return Accrued interest due with this return

Deferred tax outstanding alter paroai termination of election Interest accrued after partial

Fqm 8621 (Rev 12 2000)

Form 8627 (Rev 12 30D01 Paoe 2

Deferred tax Interest accrued on deterred tax nine 3) as of the filing date

ENDING SHARES 501,598 ORDINARY SHARES OF STOCK

DUMB OVERSEAS PARTNERS III, C V. PARTNER 8 12 EIN 98-0n1B0] FOR ̀TEAR ENDED 1L]1R001

ATTACHMENT TO FORK 8631

$upoleme I PFI -Annual lnfartnatlon Ctatnment

Saylor College of Medicine EIN 747613878

1 TM Information sGtsmsnt applies to the tavEb year of Frontier Drilling ASA beginning m January 7, 2001 and erUlnp December 71, 2007

Y Baylw College o! Medicine has Me IdIOMrp prorate share of the ordinary earnings and rata appal gain A Frontier Drilling ASA (or the fax year specified In paragraph 1

Ordinary eam4qil Norm Net capital gain None

J The amourrt d man and the fair market value d other properly distributed or dearned distributed by

Frontier 0'1111n0 ASA to Wair Coils" of Medicine aumg the hxaEk year apedfbE In paragraph 1 is as follows

Cash None Fair markal value d property Nuns

SNARE INFORMATION

PFIC FronWrDAGmpl1SA

INVESTOR Baylor College of Medicine

BEGINNING c eoFC p ORDINARY SHARES OF STOCK

tyuur. IN c ewF¢ 301,598 ORDINARY SHARES OF STOCK

(3) 'Rie amount of cash and fair market value of other property distributed or deemed distributed by the Company to the shareholder during the Company's taxable year specified m paragraph (l) is as follows

None Cash

Frontier Dolling ASA

Date.

Title-

Address Statsmmister Michelscnsveg 38 PB 138 Parades 5856 Bergen, Norway

FRONTIER DRII.LIIYG ASA PFIC Annual Information Statement

(I) This Information Statement apples to the taxable year of Frontier Dnllmg ASA (the "Company") beginning on January l, 2001 and ending on December 31, 2001

(2) The pro-rata share of the ordinary earnings and net capital gain of the Company far the Company's taxable year specified in paragraph (1) on a per shardptt day bass is as follows

Ordinary Earnings None

Net Capital Gam None

Fair Market Value of Property None

(4) The Company will permit shareholders to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PF[C ordinary earnings and net capital gain are computed in accordance with U S income tax principles, and to verify these amounts and the shareholders' pro-rata shares thereof

By

Additional information required to complete Form 8621 - Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund:

Name of QEF Frontier Drilling ASA

OMB No 1515 1002

Attachment Sewence No 69

oeyrvnem a ve nemvy 4nNW Revue ~e I 1 See separate instructions

Name d sturpholGer

BAYLOR COLLEGE OF MEDICINE Idmtil7mg number (see page 2 d inulutirns)

741673878

e Subtract line 3d from line 3a, and enter the difference (it zero or less, enter amount in brackets) Important I( line 3e is greater than zero, and no portion of line 1a or 2a is mcludible in income under section 551 or 951 you may make Election D with respect to the amount on line 3e

4a Enter the total tax for the tax year (See instructions ) 4a b Enter the total tax (or the [ax year determined without regard to

the amount entered on line 3e 4b c Subtract line 4b from line 4a This is the deferted tax, the time for payment of which is

For Paperwork Reduction Act Nonce, see page 7 0l separate insWCUOns Cal No 6e774H Form 8621 (Rev 12 1000)

Form $621 Return by a Shareholder of a Passive Foreign m~ December 20M I Investment Company or Qualified Electing Fund

Number street and room a wile no (if a P O box see page 2 0l instructions) Shareholder lax ear calendar ear 20 a other lax ar ONE BAYLOR PLAZA pey,n��,y MY 7 20 ~ and ending .JUNE 3~0 _ 2002

City a town state and ZIP code M Country HOUSTON, TEXAS 77030

Check type of shareholder filing the return 0 Individual 0 Corporation El Partnershi El 5 Cor poration 0 Non raptor Trust El Estate Name of Passive foreign urvestment company (PFIC) a qualified electing fund (OFF) Employer idmtdiwbon number f[ any) FRONTIER ICE AS none Ad&ess (Enter number sweet city or loom and country) Tax year of company a fund calendar year 20 or Miner Statsmmister Michelsenveg 38 PB 138 Parades, 5856 Bergen, tax year beginning MAY 20 - -- --- 20 01 ._ end

Norway ending _ DEC $1 ___ __ Zp Ut

A El Election To Treat the PFIC as a QEF I, a shareholder of a PFIC, elect to treat the PFIC as a QEF Complete lines to through 2c of Part II B 0 Deemed Sale Election I, a shareholder on the first day of a PFIC's first tax year as a QEF, elect to recognize gain on the

deemed sale of my interest in [he PFIC Enter gain or loss on line 70f of Part IV C 0 Deemed Dividend EIecLOn 1 a shareholder on the (first day of a PFIC 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 l0e

D~ 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 o! Part II to calculate the tax that may be deferred Note I( any portion o! line la or line 2a of Part 11 is includible under section 557 or 951, you may not make this election Also see sections 7294(c) and 1294(n and the related regulations for events that terminate this election

E 11 Election To Recognize Gam on Deemed Sale of PFIC I, a shareholder of a former PFIC, elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in the PFIC, or, d I qualify, my share of the PFIC s post-1986 earnings and profits deemed distributed, on the last day of its last tax year as a PFIC under section 1297(a) Enter gam on line 10101 Pan IV

F 0 Election To Mark-to-Market PFIC Stock I, a shareholder of a PFIC, elect to mark-to-market the PFIC stock that is marketable within the meaning of section 1296(e) Complete Pan 111

{~ Income From a Qualified Electing Fund (QEF) All QEF shareholders complete lines is impugn Zc 11 you are making Election D also complete fines 3a Ihrouah 4c (See oaae 5 of instructions I

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

section 551 or 951 or that may be excluded under section 1293(9) I 1b c Subtract line lb from line 1a Enter this amount on your tax return as dividend income

2a Enter your pro rata share of the total net capital gain of the QEF za b Enter the portion of line 2a that is included in income under

section 551 or 951 or that may be excluded under section 1293(9) Zb

Subtract line 2b from line 2a This amount is a net long-term capital gain Enter this amount in Pan II of the Schedule D used for your income tax return (See Instructions )

3a Add lines lc and 2c b Enter the total amount o! cash and the fair market value of other

property distributed or deemed distributed to you during the tax year of the QEF (See instructions)

c Enter the portion of line 3a not already included m line 3b that is attributable to shares in the QEF that you disposed of pledged, or otherwise transferred during the [ax year

d Add lines 3b and 3c

2 orm 8621 /Rev 12 7000)

Gam or (Loss) From Mark-to-Market Election (See page 5 of instructions)

5 Enter the fair market value of your PFIC stock at the end of the tax year 6 Enter your adjusted basis in the stock at the end of the tax year 7 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 8 Enter any unreversed inclusions (as defined in section 12960) See instructions 9 Enter the smaller of line 7 or line 8 Include this amount as an ordmarv loss nn vnur tax return

ms and Disposition of Stock m a Section 1291 Fund (See page 6 of instructions a separate Part IV (or each excess distribution

none

none none none

none

none

j

none

none

none

10a Enter your total distributions from the PFIC during the current tax year If the holding period of the PFIC stock began in the current tax year, this amount is dividend income to the extent there are accumulated earnings and profits

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 [he company 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 d the number of preceding tax years is less than 3 ) d Multiply line lOc by 125% Enter the lesser of line 10a or line lOd as a dividend on your income tax return e Subtract line lOd from line l0a This amount. d more than zero is the total excess distnbunon I(

zero or less and you did not dispose of stock during the tax year do not complete the rest of Part IV See instructions d you received more than one distribution during the current tax year Enter gain or loss from the disposition of stock of a section 1291 fund or former section 1291 fund If a gain, complete line 11 If a loss, show it in brackets and do not complete line 11

11a Attach a statement for each distribution and disposition Show r holding period for each e share of stock or block of shares held Allocate the excess distribution t o each day in your holding period Add all amounts that are allocated to days in each tax year

b Enter she total of the amounts determined in line l la that are allocable to the current tax year and tax years before the foreign corporation became a PFIC (pre-PFIC tax years) Enter these amounts on your income tax return as other income

c Enter the aggregate increases in tax (before credits) (or 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 11 d from line l lc Enter this amount on your income tax return as "additional

tax" (See instructions ) ( Determine interest on each net increase m tax determined on line 11e using the rates and

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

n (11) (III) frv1 (v) (wl

5 Event terminating election 6 Earnings distributed or deemed

distributed during the tax year 7 Deferred tax due with this

return 8 Accrued interest due with

this return 9 Deterred tax outstanding after

partial termination of election 10 Interest accrued after partial

Fam 8621 (Rev 12 2000)

1 Tax year of outstanding election

2 Undistributed earnings to which the election relates

3 Deferred tax 4 Interest accrued on deferred

tax (tine 3) as of the filing date

(3) The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the shareholder dining the Company's taxable year specified in paragraph (1) is as follows:

None Cash

Frontier Ice AS

Date

Title

Address Sratsmimster IvLchelsensveg 38 PB 138 Parades 5856 Bergen, Norway

FRONTIER ICE AS PFIC Annual Information Statement

(l) This Information Statement applies to the taxable year of Frontier Ice AS (the "Company") beginning on May 20, 2001 and ending on December 31, 2001

(2) The pro-rata share of the ordinary earnings and net capital gain of the Company for the Company's taxable year specified m paragraph (I) on a per share/per day basis is as follows

Ordinary Fammgs : None

Net Capital Gain None

Fair Market Value of Property None

(4) The Company will permit shareholders to uispcct and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary W establish that PFIC ordinary earnings and net capital gain are computed m accordance with U S income tax principles, and to verify these amounts and the shareholders' pro-rata shares thereof.

By .

Additional information required to complete Form 8621-Return by 2 Shareholder of a Ptiwve Foreign Inveshnent Company or Qualified Electing Fund:

Name of QEF~ Frontier Ice AS

Foxi� $621 Return by a Shareholder of a Passive Foreign ,R~, December 70W) I Investment Company or Qualified Electing Fund OepsVnerl d the T~esuj Internal aew~e s~e t Sea seoarote Instructions

OMB No 15<5 1002

Attachment

Identifying number (see page 2 0l urstnctwns) 741673878

Name of shareholder

BAYLOR COLLEGE OF MEDICINE Number street and room a suite no (II a P O box see page 2 of instructions I ONE BAYLOR PLAZA

Name of passne lorngn minesunenl company (PFIq a qualified electing fund (QEF INTERNATIONAL DRILLING LTD

Address (Enter number street city or to,m and country)

Statsminister Michelsenveg 38 PB 138 Parades, 5856 Bergen, Tax year of company a fund calendar year 10 a omen tax year Oegt rvung JULY 11 . Zo _01and ending . .DEC 31 20 07

e Subtract line 3d from line 3a and enter the difference (d zero or less, enter amount in brackets) Important I! line 3e is greater than zero, and no portion o! line 7a or 2a is mcfudible in income under section 551 or 951, you may make Election D with respect to the amount on line 3e

4a Enter the total lax for she tax year (See instructions ) Oa b Enter the total tax for the tax year determined without regard to

the amount entered on line 3e 4b c Subtract line 4b from line 4a This is the deferred tax, the time for payment of which is

For Paperwork Reduction AU Notice, see page 7 0l separate instructions Cat No N17IH Tom COLI (Rev 12 200p)

City a tam Hate arid ZIP code or country HOUSTON, TEXAS P030

shareholder ld~~ yCtl calendar Cdf 20, or other tax yx of

beginning _DULY A. zp ~ and ending ' JUNE 3U . 20 02

Employer Idmlificabon mrtnber (it any) none

A D Election To Treat the PFIC as a qEF I, a shareholder of a PFIC, elect to treat the PFIC as a QEF Complete lines la through 2c of Part It B C3 Deemed Sale Election I, a shareholder on the (ors[ day of a PFIC's first lax year as a QEF elect to recognize gain on the

deemed sale of my interest in the PFIC Enter gam or loss on line 1010( Part IV C El Deemed Dividend Election I a shareholder on the first day of a PFIC's first tax year as a QEF that is a controlled foreign

corporacwn (CFC) elate 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 70e

DO 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 /I to calculate she tax [hat may be deferred Note I( any portion of line 7a or line 7a of Part II is includible under section 551 or 95 7, you may not make this election Also see sections 7294(c) and 1294(n and the related regulations !or events that terminate this election

E El Election To Recognize Gain on Deemed Sale of PFIC I a shareholder of a former PFIC elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in the PFIC, or, d I qualify my share of the PFIC s post 7986 earnings and profits deemed distributed on the last day of its last tax year as a PFIC under section 7 297(a) Enter gam on line 10101 Part IV

F El Election To Mark-to-Market PFIC Stock I, a shareholder of a PFIC, elect to mark-to-market the PFIC stock that is marketable within [he meaning of section 1296(e) Complete Part 111

Income From a Qualified Electing Fund (QEF7 All OEF shareholders complete lines la through 2c If you are making Election D also complete lines 3a through 4c (See page 5 0f instructions )

to Enter your pro rata share of the ordinary earnings of the QEF b Enter the portion of line to [hat is included in income under

section 551 or 951 or that may be excluded under section 1293(8) c Subtract line 7b from line la Enter this amount on your tax return as dividend income

2a Enter your pro rata share of the total rte[ capital gain of the QEF Za

b Enter the portion of line 2a that is included in income under section 551 or 951 or that may be excluded under section 1293(8) Zb

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 instructions

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 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, or otherwise transferred during the tax year

d Add lines 3b and 3c

5 Event terminating election 6 Eamirgs distributed or deemed

dislnbNed during the tax year 7 Deferred tax due with this

return 8 Accrued interest due with

this return 9 Deferred tax outstanding after

partial termination of election 70 Interest accrued after partial

Fam 8621 (Rev 12 2000)

Fam 8621 (Rev 77 200 Page 2

5 Enter the fair market value of your PFIC stock at the end of the tax year 6 Enter your adjusted basis in the stock at the end of the tax year 7 Excess Subtract line 6 from line 5 If a gain stop here Include this amount as ordinary income

on your tax return I( a loss, go to line 8 8 Enter any unreversed inclusions (as defined in section 1296(d)) See instructions a 9 Enter the smaller of line 7 or line 8 Include this amount as an ordinary loss on our tax return 9

Distributions and Disposition of Stock in a Section 1291 Fund (See page 6 of instructions ) Complete a separate Part IV (or each excess distribution

10a Enter your total distributions from the PFIC during the current tax year If the holding period of the PFIC stock began in the current lax year, this amount is dividend income to the extent there are accumulated earnings and profits 10a none

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 company for each of the 3 years preceding the current tax year (or d shorter the portion of the shareholders holding period before the current tax year) 10b none

c Divide line tOb by 3 (See instructions d the number of preceding tax years is less than 3 ) loc . none d Multiply line lOc by 125% Enter the lesser of line l0a or line tOd as a dividend on your income tax return 10d none

e Subtract line 70A from line l0a This amount, if more than zero is the total excess distribution If zero or less and you did not dispose of stock dunng the sax year, do not complete the rest of Part IV See instructions d you received more than one distribution during the current tax year 10e none

f Enter gain or loss from the disposition of stock of a section 1291 fund or former section 1291 fund If a gain, complete line 11 If a loss, show it in brackets and do not complete line 11 10f none

11a Attach a statement (or each distribution and disposition Show your holding period !or 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

P = b Enter the total of the amounts determined in line 11 a that are allocable to the current tax year j and tax years before the foreign corporation became a PFIC (pre-PFIC tax years) Enter these "' amounts on your income tax return as other income »b

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 ) 11c none

d Foreign tax credit (See instructions ) 11d e Subtract line ltd from line 11c Enter this amount on your income tax return as 'additional

tax " (See instructions ) 11e none

Determine interest on each net increase in tax determined on line 11e using the rates and methods of section 6621 Enter the aggregate amount of interest here (See instructions ) 11t none

Status of Prior Year Section 1294 Elections and Termination of Section 1294 Elections Complete a separate column for each outstanding electron Complete lines 9 and 10 only if there is a partial termination of the section 1294 election

1 Tax year of outstanding . . . ___ _ election

2 Undistributed earnings to n/a which the election relates

3 Deferred tax 4 Interest accrued on deferred

tax Qine 3) as of the filing dale

(3) The amount of cash end fair market value of other property distributed or deemed distributed by the Company to the shareholder during the Company's taxable year specified in paragraph (I) is as follows

None Cash

Interitabonal Drilling Ltd

Date

Title

Address c/o Frontier Drilling ASA Staumroater Michelsensveg 38 PB 138 Parades 5856 Bergen, Norway

IIVTERNA'TIONAL DRII,LIIYG LTD. PFIC Annual Information Statement

(I) This Information Statement applies to the taxable year of International Drilling Ltd (the "Company") beginning on July 11, 2001 and ending on December 31, 2001 .

(2) The pro-rata share of the ordinary earnings and net capital gam of the Company for the Company's taxable year specified m paragraph (l) on a pa share/per day bass is as follows

Ordinary Earnings . None

Net Capital Gam None

Fair Market Value of Property None

(4) The Company will permit shareholders to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain are computed m accordance with U S income tax principles, and to verify these amounts and the shareholders' pro-rata shares thereof

By

Additional information required to complete Form 8621- Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund:

Name of QEF International Drilling Ltd

Four, $62'/ Return by a Shareholder of a Passive Foreign (Rev December 200 Investment Company or Qualified Electing Fund

us oepsmv, d Tiv~,~r, we.~ news since I " See separate instructions

OMB No 755 7002

NIMhma4

Name of shaleholde,

BAYLOR COLLEGE OF MEDICINE page 7 d mnvuctwnsl 747673878

Number street and room a carte no Of a P O box see page 2 of instructions) ONE BAYLOR PLAZA

Check type of shareholder filing the return U Individual b Corporauo Name d Passive foreign imestmenl company (PFIC) d qualified elecUng fund (QEF INTERNATIONAL DRILLSHIPS LTD

Adchess (Enter number sUeeL city or down and country)

Statsminister Michelsenveg 38 PB 138 Parades, 5856 Bergen, Tai yew of company u fund calendar yeas 20 0r other tax yew beg,rvn JULY 77 _ 20 Ot and ending _ DEC_31 . _ Zp 07

e Subtract line 3d from line 3a, and enter the difference (d zero or less, enter amount in brackets) se

Important It line 3e is greater than zero and no portion of line 7a or 2a is includible in income under section 551 or 957, you may make Election D with respect (o the amount on line 3e

4a Enter the total tax (or the tax year (See instructions) I 4a b Enter the total tax for the tax year determined without regard to

the amount entered on fine 3e 41p 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 4c

For Paperwork Reduction Act Notice, see page 7 0f separate instructions Cap No s4i7arf Form 8621 (Rev 12 2000)

City w town stage and ZIP code or country HOUSTON, TEXAS 77030

Shareholder tatry

calendu m 20 a oU~ im beginning _J1 _ p0~a~ ~~ -JUNE 3r Z002

number (if an)

none

A O Election To Treat the PFIC as a QEF I, a shareholder of a PFIC elect to treat the PFIC as a QEF Complete fines la through 2c of Pan II B El Deemed Sale Election I, a shareholder on the first day of a PFIC'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 101' of Part IV C 0 Deemed Dividend Election I, a shareholder on the first day of a PFIC'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

D 0 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 [his election is terminated Complete lines 3a through 4c of Part 11 to calculate the lax that may be deferred Note I( any portion of line is or line 2a o! Part 11 is includible under section 551 or 951, you may not make this election Also, see sections 7294(c) and 72940 and the related regulations (or events that terminate this election

E 0 Election To Recognize Gain on Deemed Sale of PFIC I, a shareholder of a former PFIC, elect to treat as an excess distribution the gain recognized on the deemed sale of my interest in the PFIC, or, d I qualify, my share of the PFIC s post-1986 earnings and prods deemed distributed on the last day of its last tax year as a PFIC under section 1297(a) Enter gain on line 10f of Part IV

F [I Election To Mark-to-Market PFIC Stock I, a shareholder of a PFIC elect to mark to-market the PFIC stock that is marketable within the meaning of section 1296(e) Complete Part 111

/~ Income From a Qualified Electing Fund (QED An REF shareholders complete lines is through zc If you are making Election D also complete lines 3a through be See page 5 of msuucuons 1

1a Enter your pro rata share of the ordinary earnings of the QEF b Enter the portion of line la that is included in income under

section 551 or 951 or that may be excluded under secUOn 1293(9) c Subtract line 7b from line la Enter this amount on your tax return as dividend income

2a Enter your pro rata share of the total net capital gain of the qEF Za

b Enter the portion of line 2a that is included in income under section 551 or 951 or that may be excluded under section 1293(9) Zb

c Subtract line 2b from line 2a This amount is a net long-term capital gain Enter this amount m Part II of the Schedule D used for your income tax return (See instructions )

3a Add lines lc and 2c b Enter the total amount of cash and the fart market value of other

property distributed or deemed distributed to you during the tax year of the QEF (See instructions

c Enter the portion of line 3a not already included m line 3b that is attributable to shares in the QEF that you disposed of, pledged, or otherwise transferred during the tax year

d Add lines 3b and 3c

5 Event terminating election 6 Earnings drsm6uted a deemed

distributed dining the tax year 7 Deferred tax due with this

return 8 Accrued interest due with

this realm 9 Deferred tax outstanding alter

partial termination of election 10 Interest accrued after partial

Fdm GbLI (Rev 122000)

Farm e621 ptev 12 mood Page 2 Gain or Loss From Mark-to-Market Election (See page 5 of instructions )

5 Enter the lair market value of your PFIC stock at the end of the tax year 6 Enter your adjusted basis in the stock at [he end of the tax year 7 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 8 Enter any unreversed inclusions (as defined in section 1296(d)) See instructions 8 9 Enter the smaller of line 7 or line 8 Include this amount as an ordina ry loss on our tax return 9

Distributions and Disposition of Stock m a Section 1291 Fund (See page 6 of instructions) Complete a separate Part IV for each excess distribution

10a Enter your total distributions from the PFIC during the current tax year If the holding period of the PFIC stock began m the current tax year, this amount is dividend income to the extent there are accumulated earnings and profits 10a none

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 company 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) tOb none

c Divide line lOb by 3 (See instructions d the number of preceding tax years is less than 3 ) locd

Multiply line lOc by 125% Enter the lesser of line t0a or line 10d as a dividend on your income tax return lOd none

e Subtract line lOd from line l0a This amount, if more than zero, is the total excess distribution If zero or less and you did not dispose of stock during the tax year do not complete the rest of Pan IV See instructions it you received more than one distribution during the current tax year toe none

f Enter gain or loss from the disposition of stock of a section 1297 fund or former section 1291 fund If a gain, complete line 11 If a loss . Show it in brackets and do not complete line 11 10f none

17a 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 [he amounts determined in line 11a that are allocable to the current tax year and tax years before the foreign corporation became a PFIC (pre-PFIC tax years) Enter these "" amounts on your income tax return as other income »b

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 ) 11c none

d Foreign tax credit (See instructions ) Ild

e Subtract line ltd from line llc Enter this amount on your income tax return as ' additional tax " (See instructions ) 11e none

1 Determine interest on each net increase in tax determined on line 11e using the rates and methods of section 6621 Enter the agg regate amount of interest here (See instructions ) 77( none

Status of Prior Year Section 1294 Elections and Termination of Section 1294 Elections Complete a separate column (or each outstanding election Complete lines 9 and 10 only d there is a partial termination of the section 1294 election

Gl GQ (1u) (IV) (v) (vi)

1 Tax year of outstanding election

2 Undistributed earnings to nla which the election relates

3 Deferred tax 4 Interest accrued on deferred

tax (line 3) as of the filing dale

(3) The amount of cash and fair market value of other property distributed or deemed distributed by the Company W the shareholder during the Company's taxable year specified m paragraph (1) is as follows

None Cash

International DTillships Ltd.

Date

Title

Address do Frontier Dolling ASA Statsrrunister Michelsensveg 38 PB 138 Parades 5856 Bergen, Norway

nVTERNATIONAI, DRILLSFIIPS LTD. PFIC Annual Information Statement

(1) This Information Statement applies to the taxable year of International Dnllships Ltd (the "Company") beginning on July 11, 2001 and ending on December 31, 2001

(2) The pro-rata share of the ordinary earnings and net capital gain of the Company for the Company's taxable year specified m paragraph (1) on a per share/per day basis is as follows

Ordinary Earnings None

Net Capital Gam. None

Fair Market Value of Property None

(4) The Company will permit shareholders to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gem are computed m accordance with U S income tax principles, and to verify these amounts and the shareholders' pro-rate shares thereof

BY

Additional information required to complete Form 8621-Return by a Shareholder of n Passive Foreign Investment Company or Qualified Electing Fund:

Name of QEF International Dnllships Ltd

Information about certain

(1) Name (2) Address 1 /3) Identifying number

Name and address of foreign partnership 2 EIN

DUMB OVERSEAS PARTNERS III, C V, C/O JOHN B GORSIRAWEG, 14 WILLEMSTAD CURACAO, NETHERLANDS ANTILLES 7 Coy

98-0231603

NETHERLANDS, ANTILLES 4 Date of organization 5 Principal place of business 6 Principal business activity 7 Principal business activity 8 Functional currency and

code number exchange rage (see instr

SEPT 75, 2000 NETHERLANDS, ANTIL 523900 INVESTMENTS US DOLLAR

G Provide the following information for the foreign partnerships 1 Name address and identifying number of agent (if any) in the

United States

NIA

Check it the foreign partnership must file Form 1042 C1 Farm 8804 0 Farm 1065 or 1065 B

Serve Center where Form 1065 or 1065 B is filed PHILADELPHIA, PA 19255-0011

Name and address of foreign partnership s agent in country organization d any

NIA

4 Name and address of person(s) with custody of the books and records of the foreign partnership and the location of such books and records d different

DLJ MERCHANT BANKING III, LP, ELEVEN MADISON AVE , 13TH FLOOR, N Y, N Y 10010, USA

Sign Here Under p¢rullies of penury I declare that I have examined this return including accompanying schedules and statements and to the best of my Only II You knowledge and belief it is time correct and complete Declaration of PrePdrm (other than general Partner of limited liability company member) is Are Filing based on all information of which p,eparer has any knowledge This Form separately .m,1 Not With Your Tea Renm ' Signature of general partner or limited liability company member ' Date

Preparer s' Dale Check if

Prepare s SSN or ?TIN Paid signature seM employed ~ Pf0P3fCf 5 Fnm s name (or EIN ~ U50 Miry yous A y¢If empbyed)

address and ZIP code 1 Phone no ( 1

Form 8865 12001l For Paperwork Reduction Act Notice, see the separate instructions Cat No 25852A

8865 Return of U.S. Persons With Respect to OMB NO 1545 1668

Certain Foreign Partnerships 2001 Attach to your tax return See separate Instructions

peyammort y the Tirana, Information furnished for the foreign partnership 5 lax year Attachment immw ae me sa.,ce (see instructions) beginning 2001 and ending 20 Sequence No 118

Important All information must be m English All amounts must be m U 5 dollars unless otherwise indicated

Name of person fling this return Filer's idemi number

BAYLOR COLLEGE OF MEDICINE 741613878 Filer s address (if you am riot fumg Nrs Iwm mil, your tax roan) p Category of tier (see Caleyores of Filers m the instructions and check applicable bor(es))

1 0 2 Q 3 0 4

B Filer s tax year beginning ~ULY.1 zo 07_. and ending DUNE 30_ 20 02

C Filer s share of liabilities Nonrecourse $ NONE Qualified nonrecourse financing $ NONE Other S NONE D If filer is a member of a consolidated group but not the parent enter the follovnn mforma~on about the parent

Name NIA '~E IN Address

Check applicable textiles)

171 Cat

5 Were any special allocations made by the foreign partnerships " El Yes a No 6 Number of foreign disregarded entities owned by the partnership (attach list) P. NONE

7 How is this partnership classified under the law of the country in which it is organized? " LIMITED PARTNERSHIP --------8 Did the partnership own any separate units within the meaning of Regulations section 1 1503 2(c)(3) or (A)? " 0 Yes a No

9 Does this partnership meet both of the following requirements? 0 The partnership 5 total receipts la the tax year we=e 1e55 Khan $250 000 and 1 0 The value of the partnership ;total assets al the end of the lax year was less than $600 000 ~ 11- El Yes a No

Foam 8865 2 consvucuve vwnersmp of Nannersnip interest . cnecK the oozes that apply to the flier it you check box b, enter the name, address, and U S taxpayer identifying number (d any) of the person(s) whose interest you constructively own See instructions

owns a direct interest or mdirecUv owns a 10% interest n

or business activities Subtract line 21 from line 8 I 22

Form 8865 (1ooi)

Name Address EIN Total ordinary

(~f any) income or loss

NIA

[.'iaT.tl11r7:1 Income Statement-Trade or Business Income Caution Include only trade or business income and expenses on lines la through 72 below See the instructions for more u

to Gross receipts or sales b Less returns and allowances 1b

d 2 Cost of goods sold E 3 Gross profit Subtract line 2 from line 1c

4 Ordinary income (loss) from other partnerships, estates, and trusts (attach schedule) 5 Net (arm profit poss) (attach Schedule F (Form 7040)) 6 Net gain (loss) from Form 4797, Part II line 18 7 Other income (loss) (attach schedule)

8 Total income floss) Combine lines 3 throuoh 7

9 Salaries and wages (other than to partners) (less employment credits) 70 Guaranteed payments to partners

a 17 Repairs and maintenance

12 Bad debts 13 Rent 14 Taxes and licenses

a 15 Interest

16a Depreciation (d required attach Form 4562) b Less depreciation reported on Schedule A and elsewhere on return ~'

17 Depletion (Do not deduct oil and gas depletion ) N a 18 Retirement plans etc

19 Employee benefit programs ,0 20 Other deductions (attach schedule) 07

21 Total deductions Add the amounts shown in the tar right column for lines 9 I

2 Form 8865 (20(1)

Caution Include only trade or business income and expenses on lines 7a Ihrou h 22 below See the instructions for more information

1a Gross receipts or sales la b Less returns and allowances 1b 1c

2 Cost of goods sold E 3 Gross profit Subtract line 2 from line 1c

4 Ordinary income (loss) from other partnerships, estates, and trusts (attach schedule) 5 Net farm profit (loss) (attach Schedule F (Form 7040) 6 Net gain (loss) from Form 4797, Part II, line 1 B 7 Other income (loss) (attach schedule)

8 Total income poss) Combine lines 3 through 7

§ 9 Salaries and wages (other than to partners) (less employment credits) 10 Guaranteed payments to partners 10 11 Repays and maintenance » 12 Bad debts 12 13 Rent 13

s 74 Taxes and licenses 5

14 15 Interest a

& 15

16a Deprecation (d required attach Form 4562) 16a b Less deprecation reported on Schedule A and elsewhere on return 16b 16c

- 17 Depletion (Do not deduct oil and gas depletion ) » 0 18 Retirement plans etc 18

19 Employee benefit programs 19 20 Other deductions (attach schedule) 20

21 Total deductions Add she amounts shown in the far ri g ht column for lines 9 through 20 21

I22 Ordinary income poss) from trade or business activities Subtract line 21 from line 8 22 vain 8865 (2001)

Constructive Ownership of Partnership Interest Check the boxes that apply to the filer if you check box b, enter the name, address, and U 5 taxpayer identifying number (if any) of the person(s) whose interest you constructively own See instructions

a 0 Owns a direct interest b El Owns a constnictive interest

Name I Address I Identifying number (I any) I foreign I direct

Name I Address I IdenufNng number (if any)

Does the artnershi have an other foreign person as a direct partner? 0 Yes AKliation Schedule. List all partnerships (foreign or domestic) in which the foreign parts owns a direct interest or indirectly owns a 10% interest

Name Address EIN Total ordinary (if anvl income or loss

Transfer of Property to a Foreign Partnership SCHEDULE O (Form 8865)

Dmmem a ue riea�ry mffmW Rerme Savce

OMB NO 1515 7668

(under section 60388) y~oo LS 1

Filer s idemdpng manber

741673878 BAYLOR COLLEGE OF MEDICINE

Cosy a other I Sttian 704(c) I Gain I Percentage interest bas's aYxaion rttognii¢d on in partnre,sn.p else

mellq0 transfer transfer

Other property

Ki== Is any transfer reported on this schedule subject to gain recognition under section 904(f)(3) or section 904(Q(5)(F)? " E] Yes a No

Far Paperwork Reduction Act Nonce, see the Inswclions for Form 8865 Cap No 15909U Schedule 0 (Form 89651 2001

Nameolforeign pannashp

DIJMB OVERSEAS PARTNERS I II, C V

Transfers Reportable Under Section 60388

Type of (a) (b) Icl

property Date of Number d Fart maekel ~~~y~ il¢ms value on dale

transfev¢d of transfer

Cash 2001 1,424,878

Marketable securities

Inventory

Tangible property used in trade or business

Intangible progeny

Supplemental Information Required To Be Reported (see instructions)

Dispositions Reportable Under Section 60388

lal (b) Icl (d) lei IA (h) Type d Dale of Dale al Manner of Gain Gain a1loUled Depreciation property IXiyrtld~ OispOSilion disposition l¢COyn,:ed by to pannel eMaPlure allocated

transfer partnership ~ owinrrsn to partner

Return of U.S. Persons With Respect to Certain Foreign Partnerships Attach to YOU! t9f RtIlIfL See separate uistrucdo115.

Infm, hon fumshd (a the (Qegn patricslvp a bl)(yeBr Ions) begnvmig 1 /1 .2001 . ad ending 12 / 31 .20 O 1

oue ra. 1 :,4sissa

~m~ a 118 oe'wmw Or er Tnuisw w..d rw.n s~

Important All information must be in Engusn . All amounts must be in U S dollars unless othervnsa inalcated . Persor, mum this return

BAYLOR COLLEGE OF MEDICINE 741673878 iv s aemm W Iw ae rod fang vas fm, ~ 1m. ua M.-n)

ONE BAYLOR PLAZA HOUSTON, TEXAS 77030

A Category al law hre Gteganes of Flay in ve sswRmis ~ check appGraHe bodes))

1 C-1 2

a Flu s tai yea begin-9 JULY 1 _ 20 -91. am ending .JUNE 30_ 20 02

other

(7) Name (Z) Address 1 (n Identifying number 2

2 ='fJ(i(e^Y) 9B-0336321

F 1 Name and adGr..s of foregn partnership a1TP POND ff CAYMAN . L.P .

C/0 E2GC5, MUSE, TATS 4 PAST INCORPORATED 200 CRESCENT COURT, SUITE 1600, DALLAS, TX 75201

4 Gate e organioauon 1 5 Pnnepal place of homes 1 6 Pnnepal business aC

GIYM.I .N SSLANU5 ad Pnncpal Eumness adnly 8 Functional ~j

ostanga rate (seee =r )

US DOLLAR code number I

CAYMAN ISLANDS 1523990 `L'NESTTSENTS i for the foreign p2rtniwsnip's tax number d :gent (d dry) in the 1

Untied States NOT 3P??.2Cl3LE

eg=r.AnFT.naU~ c,1

Name and address of teragn parmershuP s agent N cunnvy, of aranionadm . u any .°N'-LAW

CORPORATE SERVICE LTD.

Ti.. 2IINTI.a41 HIT=I,D=NG, PORT ST-REET

GEORGETOWN . GRAND CAYMAN . CAYMAN -91-OMS

4 Name and address of person(s) moth custody at we books and rraras d the raegn partnership, arid the Ioraum d suci books dl7E IHTCS R aRTCCtt

DAVE P7 . 3`I. =C[e"L

C/O HILTS, MUSS, ?.STS 4 PII35T INC- 200 CRSSC_.z^I^ CT,ST3 1600, DALLAS, ^_S 15101

_` Were arty spd d7oeCCns made by we forego partnership? Yes CKI No fi Number m forego disregarded entities owned by the oumcshio (aCaer; ral) TERSE T Paw s this pumersnip c1tusfid under the law m the cVvntry in wtucl d is crgan¢-1? ° SL.

8 Did the pzrtriersup own arty satiate units within the meaning m Reulaoons; sCon 1 7 _02-7(c)(3) ar (a), ~ ~ Yes [:1 Va

Oces this parmeship meet bath of the falowing rmwrements7 N/A " The Pameshzo's total rc-.Pts fir the tax year were less autri 52 W 000 and " The due of the partner-hoe's ta6l asses z[ the end of the t~ year Has less Nain S500 000 C:l Yes C] No If'Yes; do not gmolele SeiGUles L M-1 and M-2 via

H.OM Unoc GwIGes a~ pG(~tp~/, I dCS! WI I IL~!l~RUliGd WS R67~ ViCWV~9 7C~rti07INM X'YGWt3 :70 5~1lm~nC :(Id f0 UI! DlS1OI rt1y k7fO~iGSC C You M ib beriGt it is cue =me. and omWe2 Oeeanoon d precarc lamer sun general comic a iundea lucinly r_moanv memoc) is aasrl ̂_n xff Rh^9 TN. itdomanon of ~ P2oarc try arty Imowiecse. rvrtn S.uaaul/ am : ' NacYNtiTOUr is li~aan S.a=uY! a( 1 ~]1G ar limited Daooity comcany r+emev

Paid colecx it P re ; =s P I I seif-emclayed 1. F-

2arer's F~s~(cr I EN 0. UszOnly vo.,rt d seif-emplaveo). I address. 2nd ZIP code I Plicne m

For Paperwork Redu=cn AC NoUce, see the separate tnstrvClons " L^~1? Q?LMN ONE L ."v'7 : C'~=!~AN ~nT~ C.~'TT~ C=EVAN? . °- .-23:3713

c=orm 8865 (e"'1071

8865 2001

C Filer s share of liabilities Nonrecourse $ NONE Qualified nonrecourse financing S NONE Other 5 NONE

D 11 filer is a member of a consolidated group but not we arenL enter the folloxn information about the parent.

Name NIA EIN

Address

NIA

11/22/2000

1 t;necx rt me iorcsn parmcsrup mus ma C]Fo-m 1042 []Frsrn 8804 OX Form 7065 or 70E-:3 Sernce Center where Form 1065 or 706`x3 is 9e1

ar

s

check box b, enter the name, address, and U.S. taxpayer identifying number (if any) wha~l.e,~ interest you constructively own See instructions a IYI Owru a cored 6MeRSt b n Owns a arutrvcbve interest

fare5yi Address

ESS THAN 10$ AND TRA

Ilperson as a direct partner . . List all partnerships (foreigi irectly ovens a 10% interest.

Address

C/o BICRS, MUSE, TA'. PIIRST INCORPORATED 200 CRESCENT COURT SUITE 1600 DALLAS, TX 75201

Identifying numbs (d any)

NOT

Does the partnership have any other fore ,Schedule-.A~ Affiliation SchedL

a direct interest or

Name

PAN AMERICAN SPORTS PARTNERS COMPANY HMTF BRIDGE IS (CAYMAN) LTD . HM'PP CAYMAN FOUR LIMITED

EIN Total orcrinary Chmk if

(if any) income a Ios,s ftret9n parfiaSN

1-0208123 NOT %

PLSCAHLE :-2248571 1 NOT r X PLIED FOR PPLICAHLS X

pacneum~oy income Qcaiemeni - i raoe or ousmess income Caution: Include on trade or business income and expenses on lines la through 22 below See the instructions for more

1 a Grass receipts or sales . . . . . . . . 1a b Less returns and allowances 1b

2 Cost of goods sold . . . . . . . . 3 Gross profit Subtract line 2 from line 1c E 4 Ordinary income (loss) from other partnerships, estates, and trusts (attach schedule)

5 5 Net farm profit (loss) (attach Schedule F (Form 1040)) . . 6 Net gain (loss) from Form 4797, Part 11, line 18 . . . . . 7 Other income (lass) (attach schedule) . .

2 3 4 5 6 7

8 9

10 11 12 13 14 15

16c 17 18 19 20

21 r

22 F~ 8865 (2001)

line 21 from line 8

rF'Ep9037F2

F~ W65

Name

Name

Address IdesMymg numbs (H any)

If you person(s)

U Yes [J No or domestic) in which the foreign partnership owns

8 Total Income loss). Combine lines 3 throug h 7 9 Salaries and wages (other than to partners) (less employment cred

10 Guaranteed payments to partners ~ 11 Repairs and maintenance E 12 Bad debts

13 Rent . . 3 14 Taxes and licenses 8 15 Interest . . . a 16a Depreciation (d required, attach Form 4562) a b Less depreciation reported on Schedule A and elsewhere on return m 17 Depletion (Do not deduct oil and gas depletion e 18 Retirement plans, etc.

19 Employee benefit programs ~' 20 Other deductions (attach schedule) m O

21 Total deductions Add the amounts shown in the far naht column

22 Ordinary Income (lossl from trade or

SCHEDULE O Transfer of Property to a Foreign Partnership OMB No 15 5 1668 (Form 8865) (under section 60388) Depsntnenl aft *,vswy, 2001 imam, ae~ sevice ll~ Attach to Forth 8865 See Instructions for Form 8865

Filer's Identifying number

741613878

Name d varrsferq

BAYLOR COLLEGE OF MEDICINE Name of foreign partnership HMTF FUND V CAYMAN, L P.

Transfers Reportable Under Section 6038B

Type a cai (b) property Date of N.mOer of Fair market

vansler items value on dale vanslerred of transfer

Cash y1y07,ETC 3,165,138

case odarer basis

Supplemental Information Required To Be Reported (see instructions)

Dispositions Reportable Under Section 60388

(a) IDI (c) Id) Type of Dale of Date of Manner of popery aigmal drsposnion EisposNOn

venslb

(e) Gain gnized by

m~ Gain allocalpd Dep¢CiaWn ra~qure

nd to partner 'xaplue allocated N oYVlNm to pdR1121

'r' "M" " Is any transfer reported on this schedule subject to gain recognition under section 904(f)(3) or section 9041Q(5)(F)? " El Yes a No

For Paperwork Reduction Act Notice, see we instructions (or Forth 8865 Cad No 25909U Schedule 0 (Form 8865) 2001

Marketable securities

Inventory

Tangible property used in trade of business

Intangible progeny

Other property

is m Section 704(c) Gain Percentage interest

allocation recognized on m partnership after 4methOE transfer transfer

0965894%

(1) Name I (2) Address I (l) Idenlilying number (0) Check appl¢able

Cal eqory 1 Cateqon Z

2 EIN (d any) 98-0361587

3 Country under whose laws organized CAYMAN ISLANDS

>rinapal business activity 8 Functional currency and exchange rate (see mstr )

INVESTMENTS code number

NOV 7. 2001 CAYMAN ISLANDS ( 525990

1 Name address, and identifying number of agent 61 any) in the United Stales

THOMAS H LEE PARTNERS, LP 75 STATE STREET BOSTON, MA 02109

2 Check d the foreign partnership must file 0 Form 1042 0 Farm 8804 a Form 1065 or 1065-B Service Center where Farm 1065 or 1065 8 is filed MEMPHIS

3 Name and address of foreign partnership s agent in country of organization d any

WALKERS SPV LIMITED, WALKERS HOUSE, MARY STREET, P O BOX 256GT, GEORGE TOWN, GRAND CAYMAN, CAYMAN ISLANDS

4 Name and address of persons) with custody of the books and records of the foreign partnership and the location of such books and records if different

CHARLES HOLDEN, THOMAS H LEE PARTNERS, L P , 75 STATE STREET, BOSTON, MA 02109

5 Were any special allocations made by the foreign partnership? 1 ~ yes 8 No 6 Number of foreign disregarded entNes owned by the partnership (attach I~st) ~ UNKNOWN

7 How is this partnership ciassifed under the law of the country in which n is organized? ~ EXEMPT LTD PARTNERSHIP- ..

8 Did lie partnership own any separate units within the meaning of Regulations section 1 1503-2(c)(3) or (a)? " ~ Yes 0 No 9 Does this partnership meet both of the following requirements?

" The partnership s total receipts log the tax year were less than S25U 000 and

" The value of the partnership s total assets at the end of the tax year was less than 5600 000 ~ 0 Yes 0 No If 'Yes' do not complete Schedules L M 1 and M 2

S~F

NM

Under penalties of pe7unY I declare that I have examined this return including accompanying schedules and statements and to the best d my Ony il You knowledge and belief n is true correct and complete Declaration of preparer (other than general partner or limited liability company member) is Fre Hiring paw on all iNOrmahon of which pie0arer has any krroMedge TNS Form Separately ~rd Not WiN Ydr Taa Ream ' Sgriatme of general partner or limited liability company member I 1 Date

Dale ChKk 1

Prepare, s SSN or PTIN

sell employed

EIN

Phone no ( 1

Cal No 25852A Form 8865 (2001) For Paperwork Reduction Act Notice, see we separate instructions

Forn 8865 Return of U.S. Persons With Respect to OMB NO 75151fi6

Certain Foreign Partnerships 001 10 Attach to your tax return See separate instructions

,y y ~ Treasury Information furnished (or the foreign partnership 5 lax year Attachment wm,a R~ se~~ (see instructions) beginning 7717 2001 and ending 72131 2001 Sequence No 118

Important All information must be in English All amounts must be m U 5 dollars unless otherwise indicated

Name d person filing this return File s idiemjipnq number

BAYLOR COLLEGE OF MEDICINE 741613878 Filer s a0aiev 61 you ore nor f3rg its form w+N you, u. return) A Category of fJer (see Categwres of Filers m the instructions and check aOM~ble Doqes))

ONE BAYLOR PLAZA 7 O Z O 3 ~ < O HOUSTON, TEXAS 77030 e Filer s ia . yew beginning DULY 1_ zo 01__ and ending JUNE 30 ZO 02

C Filer s share of habdNes Nonrecourse S NONE Qualified nonrecourse financing S NONE Other i NONE D II filer is a member of a consolidated group but not the anent enter the lollowin information about the anent

Name NIA EiN Address

E Information about certain other

F7 Name and address of foreign partnership

THOMAS H LEE (ALTERNATIVE ) FUND V, LP CIO THOMAS H LEE PARTNERS, L P 75 STATE STREET, BOSTON, MA 02709

4 Date of organization 5 Principal place of business 6 Principal business activity

Paid P~epa~er s I sryiawre

Pfepdfers Frtm s name Use Only yon a sea

address a~ n

Form 8865 (2001

Foam 8865 (20D7) Page 2

Constructive Ownership of Partnership Interest Check the boxes that apply to the filer If you check box b, enter the name, address, and U 5 taxpayer identifying number (f any) of the person(s) whose interest you constructively own See instructions a 8 Owns a direct interest b 0 Owns a constructive interest

Check d Check d Name Address IAenulying number (f any) foreign sued

Name I Address I Identifying number (f any)

anwauon scneauie List au partnerships (foreign or aomesuc) in wmcn the foreign pane owns a direct interest or indirectly owns a 10% interest

Name Address EIN Total ordinary

(f anvl income or loss

Caution Include only trade or business income and expenses on lines la throw h 72 below See the instructions for more

1a Gross receipts or sales la !/// b Less returns and allowances 1b 1c

2 Cost of goods sold 3 3 Gross profit Subtract line 2 from line 1c

4 Ordinary income pons) from other partnerships estates, and ousts (attach schedule) 5 Net farm profit (loss) (attach Schedule F (Form 7040)) 6 Net gain (loss) from Form 4797, Part II, line 18 7 Other income (loss) (attach schedule)

8 Total income Qoss) Combine lines 3 through 7 g

9 Salaries and wages (other than to partners) pess employment credits) 10 Guaranteed payments to partners 10

11 Repays and maintenance » Q 12 Bad debts 12

13 Rent s

13

14 Taxes and licenses 0

14

15 Interest m

15

16a Depreciation (d required attach Form 4562) 16a

° b Less depreciation reported on Schedule A and elsewhere on return 16b 76c

17 Depletion (Do not deduct oil and gas depletion ) » 0 78 Retirement plans, etc 18

- 19 Employee benefit programs 19

20 Other deductions (attach schedule) 20 d

27 Total deductions Add the amounts shown in the far riphl column for lines 9 lhrouah 20 21

income (loss) from trade or business activities Subtract line 21 from line 8 I 22

SCHEDULE O Transfer of Property to a Foreign Partnership (Form 8865) (under section 60388) Deparirrierri of the Trt,itgury h1erw aeaue 5e..ce 11- Attach 1o Form 8865 See Instructions for Form 8865

CIMB No 1 5 4 5 1 668

2001 Nam of Uanslaa

BAYLOR COLLEGE OF MEDICINE Filets iderHdpng cumber

741613878

(d) Cost w other

oasis

Marketable securities

Inventory

Tangible property used in trade or business

Intangible progeny

Other progeny

Dispositions Reportable Under Section 60388

(a) !b) (c) (E) le) Type d Date of Dale of Mame, of Gam property onginal Aisposroon disposition recognized by

vensle, pannaship

(9) fill Gain allocated Depttiabon

to partner recapture ae allocated

I

to partner

'r"R"' Is any transfer reported on this schedule subject to gain recognition under section 904(f)(3) or section 90410(5)(F)? " D Yes a No

For Paperwork Reduction Act Notice, see the Instructions (or Forth 8865 Cat No 259WU Schedule 0 (Fwm 8865) 2001

harm of foreign partnership THOMAS H LEE (ALTERNATIVE) FUND V

Transfers Reportable Under Section 60388

Type of (a) (b) (c) Property Date of Number of Fair marker

transfer items value on date transferred of vansfer

Cash 11/20101 496,625

Supplemental Information Required To Be Reported (see instructions)

lei (!) (g) Season 704(C) Gam Percentage interest

allocation recognized on in partnership after me11p0 transfer ban5fer

0.3,12 .

b payments

this application is for Form 990 PF, 990 T, 4720, or 6069, enter any refundable credits and estimated tax

Form 8g6gmade Include any prior year overpayment allowed as a credit and any amount paid previously with

c Balance due Subtract line Bb from line Ba Include your payment with this form, or, it required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) See insUuctions

Signature and Venfication Under peeulhes of penury, I Declare that I have examined rigs form including accompanying sdhedAes and statements, and to the best of my Ynowledge and belief, I,s true correct and complete, and that I am auMnnied to prepare this loan

'/ 9 /6'3 ~nC(~~~'.~ ~7Xs¢'t 3L~ rd . CLA 7ua.c av MNNua.ana - I u us: ~.vuiplciau aiy uIc Inz,

We have approved this application Please attach this form to the organizations return

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 dale of the organizations return (including any prior extensions) This grace period is considered to be a valid extension of lime for elections otherwise required to be made on a timely filed return Please attach this form to the organizations return

We have not approved this application After considering the reasons staled in item 7, we cannot grant your request for an extension of time to Isle We are fwd granting a 10 day grace period

H We cannot consider this application because it was tiled after the due date of the return for which an extension was requested f _----Other

By Data

Alternate Mailing Address - Enter the address if you want the copy of this application for an additional 3 monk extension returned to an address different wan the one entered above

name

mom, of apartment number) or a Type or Print

City or Totem Province or State and Coun4y Orchirdial; postal

Houston, TX 77079 FIFZ05021- 11A0101 Form 8868 (Rev 12 2000) BAA

Form 8868 12 2000 Pace 2 0 It you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II and check this box

Note Only comp/eke Part // d you have a/mady been granted an automatic 3-month extension on a previously filed ram 88G&

0 If you are (ilin for an Automatic 3-Month Extension, complete only Part I (on page 1 ) Pmt 11 1 Additional not automatic 3-Month Extension of Time - Must File On final and One Co

Name of Exempt OrganizaLOn ' ' Employer Identification Number Type or ; Print BAYLOR COLLEGE OF MEDICINE - " " 74-1613878

Number Street and Room or Suite Number It a D O Boa See Instructions ~ For IRS Use Only

Re b Me e

t .. y ded

due data for lbrig ONE BAYLOR PLAZA r.,,!e

see Oty Toom or Post Office State and ZIP Code For a FoFei

insWCbons gn Address See InstrucWns

HOUSTON, TX 77030-3498 Check type of return to be tiled (tile a separate application for each return) AForm 990 Form 990 EZ n Form 990 T (Section 401(a) or 408(a) trust) A Form 1041 A A Form 5227 [] Form 8870

Form 990 BL Form 990 P~ Form 990 T (trust other than Form 4720 Form 6069 Slop Do not complete Part II if you were not already ranted an automatic 3monih extension on a previousl y filed Form 8868 " If the organization does not have an office or place of business m we United States, check this box " II this is far a group return, enter the organizations four digit Group Exemption Number (GEN. It this is for the

whole group, check this box la~ F1 If it is part of the group, check this box ~ F1 and attach a list with the names and EINS of all members the extension is for 4 I request an additional 3 month extension of time until 5/15 , 20 03 5 For calendar year , or ocher tax year beginning _ 7/01 , 20 01 and ending - 6/30 , 20 02 6 If this tax year is for less than 12 months, check reason T1Initial return [IF inal return Change in accounting period 7 State in detail why you need the extension See Attachment

----------------------------------------------------------------- -----------------------------------------------------------------

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

Total Gain (Loss) Other Assets $217 ,998

Total Net Gain (Loss) From Noninventory Sales 59,897,01

2001 Federal Statements Page 2 Client 74161387 BAYLOR COLLEGE OF MEDICINE 741613878 2/05/03 03 52PM

Statement 2 Form 990, Pan I, Line 8 Net Gain (Loss) from Noninventory Sales

Publicly Traded Securities

Gross Sales Price 1,302,485,402 Cost or Other Basis 1,242,806,381

Total Gain (Loss) Publicly Traded Securities 59 679,021

Other Assets

Description Land sales see statement for detail Date Acquired Various How Acquired Purchase Date Sold Various To Whom Sold Gross Sales Price 130,385 Cost or Other Basis 274,789 Depreciation 0

Gain (Loss) -144,404

Description Flowthrough of gains from partnerships Date Acquired Various How Acquired Purchase Date Sold Various To Whom Sold Gross Sales Price 362,402 Cost or Other Basis 0 Depreciation 0

Gain (Loss) 362,402

Statement 2 Line B (b) other

BAYLOR COLLEGE OF MEDICINE JULY 1, 2001 TO JUNE 30, 2002

FORM 990, PART 1

Taxpayer's # 74-1613878

kaw 70/24/02

Acquisition How Date Net Value at Gain or Description Date Acquired Sold Sold To Proceeds Time Acquired (Loss)

Lot 16, add N 70 of Lot 15, BII 6/29/81 Gift 7/10/01 Holmes Community Developmi $ 10,705 02 $ 9,33000 $ 1,37502 Brookhaven 8310 Southwew

Houston, TX 77051

23 26 acres out of WCRRCo 6/29/77 Gift 10/22/01 Latour Partners, L P $ 34,951 12 $ 25,000 00 $ 9,951 12 Survey, Section 5, Abs 928 13030 Woodforest Blvd, Suite H Harris County, Texas Houston, TX 77015 2776

Lot 15 & 16, Block 345 4/28/82 Gill 2/13/02 Juan & Maria & Victor Villarrea $ 4,78934 $ 18,680 15 $ (13,890 81) South Houston 401 Virgins Street

South Houston, TX 77587

Lot 8, Block 343 South Houst~ 4/28/82 Gift 2/15/02 Paul Gonzales $ 2,35888 $ 8,74766 $ (6,388 78) 803 Nebraska South Houston, TX 77587

20% U/D Int in Lots 5, 6, 7 4/28/82 Gift 5/15/02 Elvia A Ontario $ 6,63542 $ 26,242 98 $ (19,607 56) Block 343, South Houston 7110 Coldstream Drive

Pasadena, TX 77505

28 33% Lot 6, Block 86 4/28/82 Gift 5/15/02 Jose F & Noelia Lopez $ 4,71721 $ 9,902 18 $ (5,184 97) South Houston 705 Arkansas

South Houston, TX 77587

1 148 Acres, HA Cobb Survey 6/15/94 Gift 5/30/02 Beechnut Limited Partnership $ 66.228 41 $176,88600 $ (110,657 59) 2900 Smith, Suite 189 Houston, TX 77006

TOTALS $ 130,385.40 $ 274,788.97 $(144,403 .57)

A list of recipients of scholarships and fellowships is on file at the institution, and is available upon request although there may be recipients who are related to persons having an interest m the institution, such recipients are selected on an equal, objectively determinable basis with other recipients That is, all students receiving scholarships and fellowships are fudged worthy by the institution's assessment on the basis of academic achievement, financial need, and other similar standards In addition to scholarships, trainee stipends are also reported under this category of expense

STATEMENT 4 Taxpayer's Number 74-1673878

BAYLOR COLLEGE OF MEDICINE JULY 1, 2001 TO JUNE 30, 2002 FORM 990, PART I, LINE 20

OTHER CHANGES IN FUND BALANCES PAGE 1 LINE 20

BEGINNING FUND BALANCE AT 711101 1,340,095,784

Adjustment to fund balance (or fund balances of other entities NET INCOME PER 990 0

Revenue 918,441,414 Expenditures (899,327,050)

INCOME FROM PARTNERSHIP (225,213) (225,213) EXPENSES FROM PARTNERSHIP 1,006,549 1,006,549

ADD BACK INCOME 8 EXPENSES OF OTHER ENTITIES

TAX DEPRECIATION OF NEW ROOFS 17,588 17,588

BAYLOR EYECARE ALLIANCE INCOME 0 0 BAYLOR EYECARE ALLIANCE EXPENSES 1,213 1,213

ADJUSTMENT TO FUND BALANCE 10,006 10,006 FOR UNREALIZED LOSSES 0

ADJUST FOR NET UNREALIZED GAINS OR LOSSES (175,883,679) (175,883,679)

FUND BALANCE AT 6/30102 1,184,136,612 (775,073,536)

1,184,136,612

Part II, Line 22 - Grants and Allocations

BAYLOR COLLEGE OF MEDICINE 74161387 03 SOPM

(B) (C) (D) Program Management Services & General Fundraising Total

2,945,043 3,701,852 1,454,249 1,498, 183

42,499 73,446

17898519 14,723

595 .720 545,346 378,664

6,035,761 4,891,623 -567,489 1,557,892

196 6,788,406 2,000, 183

156,796 -1488099 -13637086 55989055 71218467

A FEES B INSURANCE C COMPUTER D-O1 COMMUNICATION D-OZ EDUCATION D-03 RENOVATION D-04 BAD DEBT D-OS BILLING D-06 CCM ANIMALS D-07 COST OF SALES D-08 EQUIPMENT EXPENSES D-09 EXCHANGE ASSETS D-l0 EMPLOYEE EXPENSES D-11 DONATIONS D-12 DUES D-14 PRICE VAR D-15 MEETING EXPENSES D-16 PUBLIC RELATIONS D-17 MISC PROPERTY TAX D-18 AGENCY STLMT 0-20 ELIM SVC CTR EXP E Other services see stmt F OTHER EXPENSES IDC G TRANSFERS T-l Expenses of food service T-1 Expenses reclassed to rent T-1 PORTFOLIO MANAGEMENT T-101 Expenses on K-1s T-102 fees of another entity T-201 Supplies T-4 Elimination insurance

545,346 70,970

6,035,716 1,089 .459

83,920 263,820

196 83,990

496,112 154,456 -19,445 -7680991 39105290 -568,306 -64,372

-545,346 -787

7,003 .905 1,006,548

1,213 741

-3848761 53394x09

,614,326 ,485,473

2,341 -1468654 -5956095 16725420 71786773

68,476 -545,346

-787 7,003,905 1,006,548

1,213 741

-3848761 Total 16 71 462 111,967,114 350,239

Federal Statements Page 1

741613878 2/05/03

Statement 5 Form 990, Part II, Line 43 Other Expenses

(A)

2,280,266 13859969 916,635 122,084 41,500 73,446 119,265 11,671

595 .720

307,694 45

3,777,073 -678,669

1,282,355

663,202 -10157984

516,040 1,375,872

999

17779254 3,052

1,574 -133

21,574 227

25,091 27,260 11,717

90,090 18 .598

158 .345

-4,104

E I N 74-1613878

STATEMENT 5

ASSETS DEPRECIATION LIFE AMOUNT IN YEARS

Buildings Improvements Computer Hardware Motor Vehicles Office Furniture Research Equipment Leased Equipment Software Leasehold Improvement Work in process

shorter of 15 years or life of lease

29,453,510 00

The college uses the straight line depreciation method over the useful life listed by each asset

BAYLOR COLLEGE OF MEDICINE FORM 990, PART II, LINE 42 DEPRECIATION

9,643,702 00 50,931 00

3,276,357 00 91,141 00 410,034 00

11,508,250 00 9,26600

2,339,074 00 1,971,005 00 153,750 00

50 50 5

4 to 6 5

8or10 term of lease

3

BAYLOR COLLEGE OF MEDICINE Fiscal year ending June 30, 2002

Form 990, Part II DETAIL, OF OTHER SERVICES

ylar College of Medicine _-C IT S[atemeat of Tuae :ioaal L:peaaea apaay Code . 0011 - 007 ; Business Areas 7 .00 - ??9? OZ . 0 to 12

Total

'3506000 56A7ICE5/AH4tILRING 320,26c SJ 77507000 SERVICES/ARCHITECT ~ SJS 727 67I

:3510000 SLRVICLS/BAHSING ~ X18,250 12~, 77512000 SERVICES/BUILDING MAINTENANCE 589 1<3 8

.73513000 0 SERVICES/OUTSIDE BILLING 7 , 7351000 SHR`~IC65/UTLRZNG/lOOD ,840291 75I

:3516000 SUBCONTRACTS - FIRST $ :5,000 ~ , 701,525 ii, 97517000 SERVICLS/0-A MANAGEMENT 13L5 ~ 9 039 9B I 73519U00 SLA72CL5/CONSOLTASIOH 5,157 096 80l 77520000 SLRVICES/4077iPJ1RE MAINTENANCE 1 402 651 72 73511000 SEAVZCLS/NAINSLAANCL CONTRACTS ~ 8 191 163 181 73527000 SERVICES/CUSTODIAL ~ _i2 310 59I 73554000 CCX CHARGES ~ 1 703 921 B4l 73535000 SERVICLS/ELEC-RONIC ~ 307,790 5]I 73556000 SLAVSCSS/6L8CSAICAL ~ 77 916 . 73536000 SEAVICLS/HOFOAAAIIIHS ~ 466 409 671 73517000 SERVICES/SERVICZ AWARDS 52 332 991 73515000 SERVICES/BOSPISAL COSTS ~ 995,227 321 7754l000 SERVICES/LABORATORY ANALYSIS ~ 5 792 568 34 1 73551000 SLA7ICE5/LAIINDAY ~ :00,994 10i 77560000 SEA9ICL5/LZeRARY ~ 1 533 917 731 17579000 SER7ICL5/PRIN7 SHOP ~ 720,098 961 73506000 RECRD SiORACB/ALiR7 ~ 281 ]29 611 77587000 LNpIAON . SAFETY CHGS ~ 79,534 801 77508000 REZNH SALARY/FRINGE ~ 340 897 e91 73590000 SEAVSC3S/AEPAZRS I 1 042,067 951 77591000 SERVICES/pork Order ~ 10 . .72 141 581 7]593000 SUBCONTRACTS AFTER $75,000 79 024,266 9+ 73535000 SLRViCLS/SRaASDORTA :IOIP ~ 1 .5 765 771 77596000 SERVICES/TEMPORARY HELP I 7 735,003 681 73597CU0 SERVICES/TAlNSCAIYSION SB2 016 34 73599000 SZRVICZS/OTZER 13 :102,061 401 73599999 SXRVICES-STORM RELATED

2 6

3 39 692 93

40041300 ELIM-FZDERAL IDC REVENUE -65 361,107 201

L24 -~4- 3 -0- 9

- 2 6_3--4 2 0 ~3 8

4 0 2 7 4 2 3 5 3 5 7 3 5 7 2 0 0 C -5 E R-v-I-C E-S-Tp -AT X 9-T-C 0 7-41 . 9 ~F2 5 3 73575000 SSR9ICS5/PHO :OGAAPHIC ~ 245,679 7=1 739)4000 7>CILISIES MORE ORDER SL':7LLMEATI -8,69 1.23 4 01 O t II~ e~rE pt _.Op a,~ tD ~r5 eF_u ee3~...1~i1y ~~7 e,f~.`,r--5 ̀ ~aSB9_.AS-k--7 _7-4

Program Se=vlcelMamc b General rundraisi,c

733 3a0 Add 9b 92b Up

337 852 481 211 875 191

037 6di 4 " 3 777 44199 178 061 90 015 781

3 006 525 ell 4 079 SOI 1 661 998 331 1+3 824 281 75 968

7 0 1 .525 561 01 9 0]9 ?81 01

2 491,593 211 3,961 963 591 1 >40 604,166 751 778,185 47

5 4B6 711 751 2 9B7 727 ?41 21 09i 7 2 ,0 4 > >s1 e0 2 e2 7 5 1

1 611 508 961 6 . 412 88 707 260 571 130 00 31,716 971 6 700 001

464 155 771 2 357 861 13,757 031 78 579 96

995 321 221 01 5 332,99 56l 50 068 75

156 139 071 9 151 171 1 521,000 19~ 38 49~ -91

591 592 31~ 1Z1 981 81~ 6 523 189,866 26~ 90 100 37~ 1 198 71,574 B0~

597,898 671 -257 000 Pal 983 178 691 '_B 929 31 60,807 2Z1 10,0e1 7f1 761

I 29 031 266 Bad

0 115,779 SBA 986 35 7,467 994 291 Rio 14 7 35~ 3 662

582 016 34I 0 I 19 000 732 40~ ~ 750 037 86~ 50 706

924 229 S°_~ 25 4 6 5 .^63 49 61,946 47< all 595,756 81l

-721 453 991 01 -163 120 3 8 1

-4 010,367 511 -37 060 991 +41 972 5 31 01 163 067 211 70 1 3 1 ?71 1 99 3

1 779 130 i81 -10 026 692 _51 7'_ 35' lbw :.S~i20_SS. ~~ ~ 9 ,1 d5 .3 B 9 3 LF-~-,1 5 8 , 7 . 1

Statement 5, Taxpayer's E I N Continued 74-1613878

RESEARCH - BAYLOR RESEARCHERS AND PHYSICIANS ARE STUDYING A VARIETY OF MEDICAL TOPICS, INCLUDING CANCER CELL FUNCTION, FERTILITY, CHILD NUTRITION, INFLUENZA, AND HEART AND NEUROLOGICAL DISORDERS . OTHER BASIC AND CLINICAL RESEARCH IS PERFORMED

SERVICE - BAYLOR STUDENTS AND EDUCATION AND TRAINING IN THE AFFILIATED TEACHING HOSPITALS PROVIDE PATIENT CARE

RESIDENTS SPEND MUCH OF THEIR COLLEGE'S SEVEN PRIMARY CARE WHERE BAYLOR FACULTY ALSO

345480435 35,058 971

ACADEMIC SUPPORT - DEPARTMENTAL TEACHING AND RESEARCH SUPPORT FUNDS FROM VARIOUS DONORS AND SOURCES RESEARCH AND INSTRUCTION EFFORTS ARE INCLUDED IN ACADEMIC SUPPORT LIBRARY EXPENSES ARE ALSO INCLUDED IN THIS CATEGORY

$ 5A2762 05 1-7 56i859~796

2001 Federal Statements Page 3

Client 74161387 BAYLOR COLLEGE OF MEDICINE 74-1613878 2/05/03 03 28PM

Statement 6 Farm 990, Pan III, Line a Statement of Program Service Accomplishments

Program Grants and Service

Description A llocations Expenses INSTRUCTION - AS A MEDICAL SCHOOL, BAYLOR'S PRIMARY GOAL IS TO EDUCATE MEDICAL SCHOOL STUDENTS AND TRAIN MEDICAL SCHOOLGRADUATES BAYLOR ALSO PLACES EMPHASIS ON THE EDUCATION OFMEDICAL RESEARCH AND ALLIED HEALTH PERSONNEL SEE STMT 4 FOR ENROLLED STUDENTS

17,638 238 93, 130,586

3 .504 784 305 ;73690

74 .212 12 .875 085

Original Balance Date of Maturity Repayment Interest Security Borrower Amount Due Note Date Terms Rate Provided

Bacterial BarCodes, Inc $ 250,000 $ 250,000 11/3/2000 7/12/2001 P/F Maturity 8% Unsecured Ceros Pharmaceuticals, Inc $ 125,000 $ 125,000 6/17/2002 6/16/2007 P/F Maturity 8% Unsecured Medical Metrics $ 125,000 $ 125,000 6/30/2IX11 12/31/2001 P/F Maturity 10% Unsecured Opexa Pharmaceuticals, Inc $ 250,000 $ 250,000 10/26/2001 Finance Closing P/F Maturity 10% Unsecured RosettaMed,lnc $ 150,000 $ 150,000 3/14/2001 2/20/2003 P/F Maturity 12% Unsecured Spectral Genomics, Inc $ 400,000 $ 400,000 3/26/2003 3/26/2003 P/F Maturity 10% Unsecured Juan & Maria Villarreal $ 4,533 $ 4,267 1/19/2002 2/1/2005 107 61 Per Mont 10% Deed of Trust

'Student Loans Receivable $ 15,856,757

TOTAL $ 11,161,024

"A LIST OF STUDENT LOAN RECIPENTS IS ON FILE AT THE INSTITUTION AND !S AVAILABLE UPON REQUEST THERE MAY BE RECIPIENTS OF STUDENT LOANS WHO ARE RELATED TO INDIVIDUALS HAVING AN INTERES IN THE INSTITUTION HOWEVER, ALL RECIPIENTS ARE SELECTED ON AN EQUAL OBJECTIVELY DETERMINABLE BASIS

kaw 7/30/2002

Statement 7 Baylor College of Methane July 1, 2001 to June 30, 2002

Form 990, Part IV

Line 51 - Other Notes & Loans Receivable

Taxpayer's # 74-1613878

Purpose of Loan

Convertible Note

Convertible Promissory Convertible Promissory Convertible Promissory Convertible Promissory

Sale of Land

Note

kaw 1l/13/2002

Statement 7, Cont Baylor College of Medicine Taxpayer's # July 1, 2001 to June 30, 2002 74-1613878

Form 990, Part IV

LINE 54-INVESTMENTS-SECURITIES

AMOUNT INVESTMENT AT COST

CHASE ANNUITY TRUST $ 1,500,000 CORPORATE HONDS(PiJBLICLY TRADED) $ 188,805,569 CORPORATE STOCKS (PUBLICLY TRADED) $ 354,563,803 ABRY MEZZANINE PARTNERS, L P $ 821,940 AGENNIX $ 1 AN'I7GIIQICS, INC $ 1 ADVISYS, INC . $ 1,075,001 BACTERIAL BARCODES, INC $ 1,485,289 BAYLOR MEDICAL EDUCATION ENTERPRISE $ 18,355,770 BAYLOR MEDICAL FOUNDATION $ 26,835,851 BAYLOR METHODIST PRIMARY CARE ASSOC . $ 104,649 BCM TECHNOLOGIES, INC $ 10,826,854 BRIDGEPOINT CAPITAL LTD $ 766,813 CEROS, LTD $ 504,659 CHASE FLEMING INT'L ASSET MGT $ 49,615,581 D L J MERCHANT BANKING PARTNERS III $ 4,087,751 ENVIVO $ 500 FAIRWAY, INC . $ 40,000 FHJ SCIENTIFIC, INC $ 1 GENOMETRIX, INC. $ 1 GES PHARMACEUTICALS, INC $ 2 GMOF CO, LLC $ 50,000,000 HICKS MUSE, TATS & FURST V, L P. $ 4,196,814 HORSLEY BRIDGE VII, L P $ 4,135,523 INGENIX, INC $ 1 KING RANCH, INC $ 4,540,452 KING RANCH INVESTMENTS, LLP $ 26,006 LARK SEQUENCING TECHNOLOGIES, INC $ 104,186 THOMAS H LEE EQUITY FUND V L P $ 1,739,557 LEXICON, INC $ 2,829,452 MEDICAL METRICS, INC $ 1,306,439 MITHRATECH, INC $ 600,001 NANOGEN, INC $ 1

Statement 7, Cont.

INVESTMENT AT COST

$ 901,001 $ 1 $ 1,250,000 $ 500,001 $ 512,917 $ 750,000 $ 1 $ 55 $ 783,125 $ 1,263,975 $ 5,203,930 $ 100,000 $ 138,189 $ 20,624 $ 243,804,647

TOTAL $ 984,096,934 . "

HUDSON, LTD FINGER 1 %, LTD M K B 1 % LTD PARTNERSHIP UNREALIZED APPRECIATION & OTHER

THIS CATEGORY CONSISTS OF VARIOUS PARCELS OF LAND ACQUIRED AS GIFT'S AND AN APARTMENT PROJECT THEY ARE LISTED AT BOOK VALUE WHICH REPRESENTS THE MARKET VALUE AT THE DATE OF THE GIFT

LAND ACQUIRED AS A GIFT

kaw 2 11/13/2002

Baylor College of Medicine July 1, 2001 to June 30, 2002

Form 990, Part IV

Taxpayer's # T4-16138T8

AMOUNT

OPEX1i RECEPTOR REJWENON CORPORATION ROSETTAMED ST MARY LAND & EXPLORATION SPEC'T'RAL GEDIOMICS, INC TANOX, INC. WOWS PUBLISHING PRESCRIPTIVE INVESTMENT FIXED INCOME INVESTMENT TOBIN INTERNATIONAL, INC SMCIC

LINE SS-INVESTMENTS-LAND, BUILDINGS & EQUIPMENT

$ 22,598,153 TOTAL $ 22,598,153

$ 301,616,327

LINE 58 - OTHER ASSETS

kaw 3 11/13/2002

Statement 7, Gout. Baylor College of Medicine July 1, 2001 to June 30, 2002

Form 990, Part N

INVESTMENT

LINE 57 - LAND, BUILDINGS & EQUIPMENT-AT COST

LAND BUILDING & IMPROVEMENTS LEASEHOLD IMPROVEMENTS FURNITURE & EQUIPMENT CONSTRUCTION IN PROCESS

TOTAL LESS }SCCUMULffTED DEPRECL4TION

NET LAND, BUILDINGS & EQUIPMENT

Taxpayer's # 74-16138T8

AMOUNT AT COST

$ 824,840 $ 265,824,398

$ 13,483,456 $ 191,999,575

$ 36,514,700

$ 508,646,969 $ (207,030,642)

ASSETS HELD IN TRUST $ 4,446,552 REFUNDABLE DEPOSITS $ 41,545

TOTAL $ 4,488,09T

Baylor College of Medicine July 1, 2001 to June 30, 2002

Form 990, Part N

Statement 7, Cant Taxpayer's Number 74-1613878

LINE 65 - OTHER LIABILITIES

$ 7,113,861 $ 2,471,244

TOTAL $ 9,585,105

kaw 1l/13/2002 1

LINE 64A-TAX EXEMPT BOND LIABILITIES

(a) (b) (C) (d)

ISSUE PURPOSE OF ORIGINAL DATE ISSUE AMOUNT FORM 8038

SERIES 1999A 4/9/1999 CONSTRUCT RESEARCH $ 50,000,000 April 9, 1999 SERIES 19998 6/11/1999 FACILITIES 75,000,000 June 11, 1999

$ 125,000,000 Unamortized Balance Orgin2l Issue Discount (OID) $ ( 603,673

Tax Exempt Bond Liabilities $ 124,396,327

(a) (b) (C)

PROJECT COMPLETION AMOUNT ISSUES UNEXPENDED DATE OUTSTANDING BOND PROCEEDS

June 10, 2000 $ 125,000,000 -0-

NO PORTION OF BOND FINANCED FACILITY IS USED BY THIRD PARTY

REFUNDABLE GOVERNMENT LOAN FUNDS CHARITABLE GIFT ANNUITIES PAYABLE

0

(17 588)

225,213 0

(1)

(84,955,399) 7003,905 176091,303

DEPRECIATION OF ROOF OF PARKWOOD APTS

ADJUST FOR PARTNERSHIP INCOME

ROUNDING

TOTAL PER FORM 990

(17,588)

225273

(1)

918 441 414 0

STATEMENTS

BAriOR COLLEGE OF MEDICINE JULY 1 2001 TO JUNE 70, 2002

FORM 990 PART FV-A

RECONCILATION TO AUDIT

REVENUES

TOTAL REVENUES AND OTHER ADDITIONS

ELIMINATE INSURANCE PREMIUMS ELIMINATE INCOME FROM IDC ELIMINATE INSURANCE PREMIUMS

LESS EXPENSES ON INVESTMENT PROPERTY

LESS AUXILIARY SERVICE EXPENSE

ADJUST INCOME FOR UNREALIZED INVESTMENT GAINSILOSSES

ADD INVESTMENT EXPENSE WHICH WAS NETTED AGAINST REVENUE IN AUDIT

Taxpayers Number 741617878

TOTALS UNREALIZED PER FINANCIALS GAINS

820 301,605

(3848761) (69 876,395 (10 684 110)

0 (545 346)

175,883 679

7,003,905

0

LINE b(4) INVESTMENT LINE d(2) OTHER EXPENSES OTHER

(3,848,767) (69 876,395) (10 684,110)

(70n

(545,346)

175 883 679

7,003 905 0

Taxpayer's Number 74-1673878

BAYLOR COLLEGE OF MEDICINE JULY 1, 2001 TO JUNE 30, 2002

FORM 990, PART IV-B

TOTAL PER FORM 990 899,327,050 7,003,905 1,006,548 (84,953,445)

Statement 9

RECONCILATION TO AUDIT

EXPENDITURES CURRENT FUNDS TOTALS Line d (1) Line d (2) Line b(4)

PER FINANCIALS

TOTAL EXPENDITURES G/L 976,270,042

ELIMINATE INCOME FROM IDC (69,876,395) (69,876,395)

ELIMINATE INSURANCE PREMIUMS (10,684,710) (10,684,110)

TOTAL EXPENDITURES PER TAX REPORT 895,709,537

ELIMINATION ENTRIES BETWEEN DEPARTMENTS INSURANCE (3,848,761) (3,848,761)

LESS EXPENSES FOR SERVICES 741 741

LESS EXPENSES ON INVESTMENT PROPERTY (787) (787)

LESS AUXILIARY SERVICE EXPENSE (545,346) (545,346)

ADD EXPENSES FROM PARTNERSHIPS K-1 1,006,548 1,006,548

ADD INVESTMENT EXPENSE WHICH WAS NETTED AGAINST REVENUE IN AUDIT 7,003,905 7,003,905

REMOVE EXPENSES OF SEPARATE ENTIES Baylor Eyecare Alliance 1,213 1,213

0 0 0

ROUNDING 0

kaw 1 7/30/1002

Statement 10 Baylor College of Medicine Taxpayer's Number July 1, 2001 to Tune 30, 2002 74-1613878

Form 990, Part V

List of Officers, Directors and Trustees

(A) (B) (C) (D) (E)

Title and Average Contribution Expense Hours Per Week to Employee Account &

Name & Address Devoted to Position Compensation Benefit Plan Other Allowances

Ralph D Feigin, M D President & Chief $ 817,762 $ 64,770 None One Baylor Plaza Executive Officer Houston, TX 17030 (Est) 50 hrs per week

Michael E DeBakey, M D Chancellor Emeritus $ 414,152 $ 48,447 None One Baylor Plaza (Est) 50 hrs per week Houston, TX 71030

William T Butler, M D Chancellor $ 319,711 $ 40,399 None One Baylor Plaza (Est) 50 firs per week Houston, TX 77030

Richard Carrell Secretary -0- -0- None One Baylor Plaza Houston, TX 77030

Bobby R Alford, M D Executive Vice Pres $ 643,547 $ 57,824 None One Baylor Plaza and Dean of Medicine Houston, TX 77030 (Est) 50 hrs per week

Claire M Bassett Vice President for $ 187,886 $ 36,042 None One Baylor Plaza Public Affairs Houston, TX 71030 (Est) 50 firs per week

Mayor R Bradshaw Dean of Medical $ 291,800 $ 39,035 One Baylor Plaza Education Houston, TX 77030 (EST) 50 hrs per week

William R Bnnkley, Ph D Vice President for $ 221,058 $ 38,111 None One Baylor Plaza Graduate School and Houston, TX 77030 Dean of the Graduate

School (Est) 50 hrs per week

kaw 7r3onooz

Statement 10 Baylor College of Medicine Taxpayer's Number July 1, 2001 to June 30, 2902 74-1613878

Forth 990, Part V

List of Officers, Directors and Trustees

(A) (B) (C) (D) (E)

Title and Average Contribution Expense Hours Per Week to Employee Account &

Name & Address Devoted to Position Compensation Benefit Plan Other Allowances

Rachel Caillouet Vice President for $ 172,096 $ 35,650 None One Baylor Plaza Human Resources Houston, TX 77030 (Est) 50 hrs per week

Kimberly C Cotner Assistant Vice Pres $ 163,615 $ 34,311 None One Bayfor Plaza for Finance Houston, TX 77030 (Est) 50 hrs per week

Jemfer Jarriel Vice President for $ 199,423 $ 37,494 None One Baylor Plaza Information Technology Houston, TX 77030 (Est) 50 hrs per week

Harold F Dennison Vice President for $ 228,654 $ 38,299 One Baylor Plaza Facilities Houston, TX 77030 (Est) 50 hrs per week

Kevin J Necas Senior Vice President for $ 380,242 $ 45,912 None One Baylor Plaza Finance/CFO & Asst Secy Houston, TX 77030 (Est) 50 hrs per week

James W Patrick, Ph D Vice President and $ 382,540 $ 45,552 None One Baylor Plaza Dean of Research Houston, TX 77030 (Est) 50 hrs per week

John 1 Scales Vice President for $ 202,185 $ 37,516 None One Baylor Plaza Development Houston, TX 77030 (Est) 50 hrs per week

Susan S Stalcup Assistant Vice Pres $ 152,351 $ 31,913 None One Baylor Plaza for Development Houston, TX 71030 (Est) 50 hrs per week

kaw 3 71302002

Statement 10 Baylor College of Medicine Taxpayer's Number July 1, 2001 to June 30, 2002 74-1613878

Form 990, Part V

List of Officers, Directors and Trustees

(A) (B) (C) (D) (E)

Title and Average Contribution Expense Hours Per Week to Employee Account &

Name & Address Devoted to Position Compensation Benefit Plan Other Allowances

W Dalton Tamlin Senior Vice President $ 325,000 $ 41,674 None One Baylor Plaza and General Counsel Houston, TX 77030 (Est) 50 hrs per week

William D Walker Vice President & Chief $ 271,000 $ 39,611 One Baylor Plaza Investment Officer Houston, TX 77030 (Est) 50 hrs per week

TOTAL ; 5,379,028 b 112,692

BAYLOR COLLEGE OF MEDICINE JULY 1, 1001 TO JUNE 30, 2002

FORM 990, PART V

Taxpayer's Number 74-1613878

Statement 10, coot .

kaw 9/13/2002 1

List of Officers, Directors and Trustees

None of the following Officers and Trustees are compensated for their services They devote part-time effort to their position An average estimate might be eight (8) hours per week .

Address: c/o Baylor College of Medicine One Baylor Plaza Houston, Texas 77030-3498

Mr Corbin J Robertson, Jr Chairman of the Board of Trustees

Mr Robert C McNair Vice Chairman of the Board of Trustees

Mr Frank H Richardson Vice Chairman of the Board of Trustees

Mr Richard N Carrell Secretary of the Corporation and Board of Trustees

Mr Morrie K Abramson Trustee

Mrs Joe L Allbntton Trustee

Mr. Robert H . Allen Trustee

Mr Darnel C Arnold Trustee

Mr John H Baker, III Trustee

Mr. E . William Barnett Trustee

Mr A T Balckshear, Jr Trustee

Mr John F Bookout, III Trustee

Pastor Kirbyjon Caldwell Trustee

kaw 2 9/13/2002

Statement 10, coot . BAYLOR COLLEGE OF MEDICINE Taxpayer's Number JULY 1, 2001 TO JUNE 30, 2002 74-1613878

FORM 990, PART V

List of Officers, Directors and Trustees

Mr. W. Fred Cameron Trustee

Mrs . Anne S. Duncan Trustee

Mr. Dan L Duncan Trustee

Mr Edward 0 Gaylord Trustee

Mr Dennis Hendnx Trustee

Mr . Paul W. Hobby Trustee

Mr Ned S Holmes Trustee

Mr. Harold S Hook Trustee

Ms. Terry Huffington Trustee

Mr. Jack Hunt Trustee

Mrs . Lee Hage Jamail Trustee

Mr Jodie Lee ldes Trustee

Mr. Jack E Little, Ph D . Trustee

Mr. Fred R . Lummis Trustee

Dr . B . 1 Martin, D D. Trustee

Ms. Trinidad Mendenhall Trustee

Mr. Carloss Morris Trustee

Taxpayer's Number 74-1613878

List of Officers, Directors and Trustees

Mr. John L . Nau, III Trustee

Mr. Randall Onstead, Jr . Trustee

The Right Reverend Claude Payne Trustee Bishop of the Episcopal Diocese of TX

Mr. Harry M. Reasoner Trustee

Mr J Hugh Roff, Jr . Trustee

Mr. Marc 1 . Shapiro Trustee

Robert B Sloan, Jr, Ph D. Trustee

Mr . H . Ben Taub Trustee

Mr J Adan Trevino Trustee

Mr Lows A Waters Trustee

Mr Chuck Watson Trustee

Mr. Marvin L. West Trustee

Mr . William H. White Trustee

Mr. Charles A. Williams Trustee

Mr. Wallace S. Wilson Trustee

kaw 3 9/13/2002

Statement 10, coot. BAYLOR COLLEGE OF MEDICINE JULY 1, 2001 TO JUNE 30, 2002

FORM 990, PART V

BAYLOR COLLEGE OF MEDICINE JULY 1, 2001 TO JUNE 30, 2002

FORM 990, PART V

Statement 10, coot . Taxpayer's Number 74-1613878

kaw 9/73/2002

List of Officers, Directors and Trustees

EMERITI MEMBERS

Mr James A Elkms, Jr Chairman Emeritus

Mr Gibson Gayle, Jr Chairman Emeritus

Mr Thomas D Barrow Trustee Emeritus

Mr. W. J . Bowen Trustee Emeritus

Mr. Willaim Choate Trustee Emeritus

The Honorable Roy M Huffmgton Trustee Emeritus

Mr 1 . Hugh Liedtke Trustee Emeritus

Mr Quentin R Mease Trustee Emeritus

Mrs Maconda B. 0'Connor Trustee Emeritus

Herbert H Reynolds, Ph D. Trustee Emeritus

Mr Henry J.N Taub Trustee Emeritus

Mr. Jack T. Trotter Trustee Emeritus

BAYLOR COLLEGE OF MEDICINE JULY 1, 2001 TO JUNE 30, 2002

FORM 990, PART VII

BAYLOR MEDICAL FOUNDATION AFFILIATED MEDICAL SERVICES BAYLOR MEDICAL HEALTH CARE BAYLOR EYE CARE ALLIANCE BCM TECHNOLOGIES, INC BAYLOR MEDICAL EDUCATION ENTERPRISE NATIONAL BIOMEDICAL SPACE RESEARCH INSTITUTE BAYLOR METHODIST PRIMARY CARE ASSOCIATES

kaw 1/30/2002

Statement 11

LINE 80A-RELATED ORGANIZATIONS

Taxpayer's # 74-1613878

EXEMPT EXEMPT EXEMPT EXEMPT NON-EXEMPT EXEMPT EXEMPT EXEMPT

Taxpayers number 741613878

Description

0 1,026,674

0 15,677

0 0

329 0 0

39,843 0

13,595 0

20.340 0 0

7,906

(5,870) 0 0

24,777 7,394,684

72,513

19,626 0 0

(32,080) 0

139

2,598,152

(a) Professional fee income 0 (b) Interest on loans receivable 14 1,026,674 (c) Distribution of oil 8 gas

income from Baptist Foundation 75 15,677 (d) Distribution of interest 8

other investment income from the Baptist Foundation 14 329

(e) Income from salvage sales 18 0 (f) Reimbursement of shared compensation costs 1 0 (g) Reimbursement of expenses 1 39 843 (h) Check cashing fees 3 0 (Q Commission tram pay phones,etc 3 13,595 Q) Malpractice insurance premiums 3 0 (k) Medical insurance premiums 3 20,340 (I) Investment income 14 (m) Grant related income 21 0 (n) Penalty charges on loans 3 7,906

(o) Schedule K-1 trade or business income partnerships (5,870) (p) Consultation services to hospitals 0 (q) Lab services to hospitals 0 (r) Returned check tees 3 24,777 (s) Rental of facilities 16 1,394,684 (t) Athletic facility dues 3 72,513

(u) Services for subsidiary at cost 40 19,626 (v) Stale checks 1 0 M'1 (x) Fund transfers 1 (32,080) (y) Reimbursements of expenses and miscodings 18 0 (z) Schedule K-1 other income from partnerships 14 739

Total 2,598,152 0 0

Statement 12

Part VII, Line 103 - Other revenue

Baybr College o! Methane

July 1, 2001 to June 30, 2002 Form 990, Part VII

Excluded by Section Related 512, 513, or 514 or exempt

function income

Code Amount Amount

TOTAL

Amount

Statement 13 Taxpayer's # 74-1613878

Kaw 1/9/03

BAYLOR COLLEGE OF MEDICINE JULY 1, 2001 TO JUNE 30,2002

FORM 990, PART VIII

Part VIII Relationship of activities to the Accomplishment of Exempt Purposes

Line No.: Explanation

93(a) Fees for tuition for medical training at Baylor College of Medicine are related to the College's exempt purposes of teaching and education

93(b) Specialized service departments such as Medical Illustration, Physical Plant, and the Institute of Comparative Medicine were established to support research, education and service These departments provide prompt, high quality specialized services (i e such as medical charts and diagrams) at convenient locations for Baylor employees, researchers and students This line also contains revenues from patient health care provided by faculty members at Baylor College of Medicine This activity contributes to the exempt purpose of training, education and research by providing the faculty with the opportunity to enhance their medical skills by treating some of the more complex of medical problems This opportunity for the faculty ensures that the medical students have teachers who are aware of the practical issues of practicing physicians It also provides the faculty with ideas for medical research Students and residents gain valuable educational experience by working with these faculty members

In addition there are revenues from the analysis of laboratory data from various hospitals in the city and other sources This activity provides the faculty and students with materials to use to improve their diagnostic skills and provides a stimulus for ideas for new research, such as improved diagnostic kits for cancer patients, etc

Finally, this line contains revenues from fees for continuing medical education costs furthers the exempt purpose of the college of education

Statement 14 Taxpayer's Number 74-1613878

/w~ 0, , / Ass-istan Secr+ary

Baylor College of Medicine For the Period July 1, 2001 to June 30, 2002

Part VI Line 77

Bylaws Resolution

RESOLVED, that the amended Bylaws of Baylor College of Medicine, which the Bylaws Committee has recommended for adoption, be adopted effective this 24 1h day of July 2002 A copy of the Bylaws so amended shall be attached to the minutes of this Meeting of the Board .

CERTIFICATE

The undersigned, Assistant Secretary of Baylor College of Medicine, hereby certifies that the foregoing is a true and correct copy of Resolution duly adopted by the Board of Trustees of Baylor College of Medicine on the 24" day of July, 2002, and that said Resolution has not been anywise amended, rescinded, or revoked, and is in full force and effect as of the date hereof

WITNESS MY HAND AND SEAL OF BAYLOR COLLEGE OF MEDICINE

This _U~__clay of Mast~ 2003

Meeting of the Board

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I EXPLANATION OF PROPOSED AMENDMENTS

I The proposed Bylaw amendments effect four changes First, Section 2 2 is amended to

reflect the increased size of the Board to a maximum of 48 Trustees Second, Section

2 2d is amended to clarify that once the Board of Trustees or the Executive Committee

has consented to the election or reelection of a Trustee who has reached the age of 72

prior to such election or reelection, such Trustee is qualified to serve the entire term to

which he or she is elected without the need for repeated annual consents during such

term . Third, a new Section 2 .16 is added to make clear that each standing committee and

each special committee may establish its own rules of procedure and set forth the quorum

requirements applicable to such committees (this was done by Board Resolution on

November 17, 1999, but it is desirable to incorporate it in the Bylaws for ease of

reference) Four, a new Section 2 ) 7 is added to clarify the powers of certain standing

committees (this was done by Board Resolution on January 27, 1999, but it is desirable to

I incorporate it in the Bylaws for case of reference)

BYLAWS RESOLUTION

RESOJ-VED . that the amended Bylaws of Baylor College of Medicine, which the

Bylaws Conunittee has recommended for adoption, be adopted effective the 29th day of

May 2002 A copy of the Bylaws so amended shall be attached to the minutes of this

§2.2 Number of Trustees ; Division into Groups The maximum number of Trustees shall be 48 The number of Trustees maybe increased or decreased from time to time by the act of the Board of Trustees, subject to the linutations set forth in §2 4 The Trustees shall be divided into two groups, one of such groups to be comprised of at least one-fourth of the number of Trustees (the "Group I Trusees") and the other of such groups to be comprised of the remainder of the number of Trustees (the "Group 2 Trustees")

§2 .2 d . QU2tifIC2ti0n of Trustees . A Group 2 Trustee who shall have reached age 72 during his or her current term shall be deemed to have resigned at the first annual meeting of the Board of Trustees that follows the date that such Trustee reached that age, unless the Board of Trustees or the Executive Committee of the Board of Trustees consents, in writing, to such Trustee's continued service Likewise, except with the prior written consent of the Board of Trustees or the Executive Conunittee of the Board of Trustees, no person shall be eligible ibr election or reelection to a new term as a Group 2 Trustee after such person has reached the age of 72 years Once such consent is given, and he or she is elected to a new term, further consent is not required during that term.

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§2.16 Quorum Requirements and Procedures for Standing and Special Committees. Each standing committee (other than the Executive Committee, which is governed by Section 2.13) and each special committee shall fix its own rules of procedure, but at least one-third of the number of members of such committee shall be necessary to constitute a quorum, and the affirmative vote of not less than a majority of those members present shall be necessary for the taking of any action by such committee For the purposes of constituting a quorum and conducting committee business, the chairperson of each such committee is empowered to appoint to the committee any physically present (1) Trustee attending the committee meeting even though not a member of such committee or (2) ex-officio member of such conuruttee, Much includes the President, the Executive Vice President and the Scruor Vice Presidents of the College

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§2.17 Powers Delegated to Certain Standing Committees . The Board of Trustees has delegated to certain of the standing conunittees the full power of the Board of Trustees to accomplish certain primary tasks In addition to the primary tasks described below, each such committee also has the power to do all ancillary tasks necessary to accomplish the described primary task The standing committees so empowered, and the tasks for which they are empowered, are as follows-

a. Audit Committee. The Audit Conuriittee may engage and disengage auditors for the College; receive audit reports and report to the Board the results of such audits, and conduct conflict of interest surveys and deal with conflict of interest issues

b . Compensation Committee. The Compensation Committee may set compensation for the senior personnel of the College, hire experts to assist them with respect to such compensation ; and deal with any and all issues related to compensation

c . Finance Committee . The Finance Committee may receive presentations from management of the College on the financial performance of the College and related entities ; monitor any and all financial affairs of the College ; and authorize bank transactions (including, but not limited to, opening and closing accounts) and borrowings

d Investment Committee. The Investment Committee may determine the investment policy for the College (including, but not limited to, the n-Lix of such investments), set the amount or percentage of the College's investments (including, but not limited to, the endowment) that may be spent by the College, engage and disengage investment managers and advisors for the College, and manage the investments of the College, including buying and selling such investments

p 02 Tuesday, March 05 2002 3 20 PM Jim FrMAGM Westbrook 713-7;&8019

Smrtom 351 EXCHANGE AGREEMEN f OPlEXA PHARMACEUTICAL-% INC.

This Section 351 Exchange Agreement (the 'Agreement') is effective this 5di day of September, 2001 . by and among the undersigned and Opexa Fharrmaceutjcal:s~ the, a Delaware corporation (the 'Company"), to set forth the agreements, represcirtations and warranties of The Company and the undersigned as to the capitalization of the Company The Company will be capitalized by a series of integrated transfers of properties now held by the undersigned Upon completion of such transfiars of property, the undenigned will receive commoo stork. $00t par value, of the Company (the "Stuck"~ This Agreement evidences that all transfers of Property to the Company, and exchanges of Company Stock therefor, specified in this Agreement ut intended to be past of an intigrated Section 351 exchange, within the meanmg of Section 351 of the Internal Revenue Code of 1986. as amended

I Issuance of Shares of Stock, The Company agrecs to issue ihares of Stock to Daylor College of Medicine rBCM") . BCM Technologies, inc. rBcmr), a Delawan: corporation, Answu Zhang Zan& M.D. Ph D Yinig Q 7~g, M D.. Ph.D. Michael T Redman, and R Wayne Firrusche. Such shares of Stock shall be validly issued, fully paid and rion-assesseble when Lssurd.

2 Consideration fiar the Transfer of Shares . As consideration for the Company's transfer of shares of Stock to the undersigned, the undersigned will bassfier to the Company on or before September 5, 200 1, all of thetir nght, title and interest to the properties bsted next to their names on Schedule 8 anached hemin Each of the undersigued represcmts and warrarits that (i) he has good title to the prop" so listed, and am (it) ail liabilities. if any. assumed by the Company with respect to such properties and ail liabilities to which such properties are subject and the Austed inceir" tax bases as of September 5, 2001, for the stviend propemts uninsfittred are acczrattly set forth on SchIchileb hereto Each of the undersigned agrees that the receipt of shares of Stock and the assumption of indebtedrim if tiny, consuivics fair consideration for the tirransfer of pruperfies to the Company by The undersigned and dial rime of the shares of Stock received under Lbe terms of this Agreement represents consideration for services thad have been per formed or that will be performed in the future for the Company.

3 RepMseniations and Warranties Each of the undersigned represents and wisramis that he has fall power and authority to transfirr the properties set forth ori Schedule 8 attached hereto. and that the execution delivery and performance of this Agreement does not require the consent approval or authonnoton of any third party

4. AMendolem and TCTmiUWn This Agreement may be amended, modified, supplemented or terminated only by the written consent of oil of the und"goed

5. Binding Effect This Agreement shall more to the benefit of and be bindung upon each of the undersigned mid thew respicciiiit legal ritpresentittives. successors, and assigns, nothing to This Agreement as intended to, and shall not. confer upon any odier peracri any righu or remedies by reascan of this Agreement No wauvar, alictirtion or modification of my of the provisions hereof shalt be binding unless it is in writing and signed by each of the undersigned

6 Cour, This Agreement may be executed in multiple counterparts. each of which shall be deemed in criginal but all of which together shall conistitute can and the same instrument

GovernmgLgw Ibis Agreement shall be governed by the laws of the State of Texas.

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Tuesday, Mamh 05,2002 3 20 PM Jim Fr~/)Grn Westbrook 71~738-8019

IN WITNESS WHEREOF, this Agreemrnt has beert duly executed by the Company and the undersigned ttTectIvO u of September 5. 2001

OPEXA PHALMACEUTICALS, INC

By- w4k~") M ichiucl T ~Rcdrrfan President

BAYLOR COLLEGE OF MEDICINE

By Name-Title Imiriam D. whiker. me Pr

BCM TECHNOLOGIES, fN'C

By Aae4& J. Glenda S, Owrlieck Vice Pmident

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4~ Ying Q~ Zang . M D, Ph D

R Wayne Fntnchc

p 04

Vmg 0 1 w5 . ?A 1) Ph 13

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Tuesday, Mach 05, 2W2 3 20 PM Jim Fnouffim Westhmok 713-7.26-8019

INwirNj,.%.%vnntmp IMA'wo 4 . 2001

ON 39A I'l 1ARMACLUM AJ 5 INC

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SCHEDULE A

Tuesday . March 05, 2002 3 20 PrA Jim FriwAcim Westhn~ok 713-79B.8019

SCHEDULE B

ASSUNIED LIABtLrnFS AND

SPECIFIC LIABILITIES TO

DESCRIP17ION OF VaHCH ADJUSTED TAX BASIS PROPEIM TRANSFERRED OF TRANSFERRED

NAME OF TRANSFEROR TRANSFERRED M PROPERTY IS PROPERTY AS OF COWANY SUBJECT August 25, 2001

Baylor College of Med,cne Exclusive commercial S000 SOOO licensetoccirtaw (echoology owned by Baylor College of Medicine

JinSwu Zhang Zang. M.D, Contractual nShts undw SOOO $000 Ph D BCM Peters Policy and

cenjun equitable nghts Ying Q Zang, M D, Ph D. Contractual inghts under $000 SOOD

BCM Patent Policy and certaun eaurmb e rtghts

Baylor College ofMedicine S1,00000 $000 $1 .00000

BCM Technologies. Inc $2.00000 S000 32.000%

Michael T Rodmw S200000 $000 112.00000

R Wayne Frituche $20000 SOOO $20000

Tuesday, March 05, 2OD2 3 20 PM Jim FmuXm Westbrook 713-798-6019 P 06 1