2006 Carl & Ruth Shapiro Family Foundation 990 (includes Madoff Investments)

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s'

Return of Private Foundation

990-PF

Form

OMB No 1545-0052

or Section 4947 (a)(1) Nonexempt Charitable Trust Treated as a Private Foundation

Department of the Treasury

Internal Revenue Service

2

Note : The foundation may be able to use a copy of this return to satisfy state reporting requirements. r , and ending For calendar year 2005 , or tax year beginning r6....L nn film+., nh, -

1

i

In,f, el _t_

I

Cmsl rufi, rn

I

I

Amondarf return

I

1

label. Otherwise , C ARL & RUTH SHAPIRO FAMILY FOUNDATION Number and street (or P O box number If mail is not delivered to street address) print

254113534 .

C If exemption application Is pending , check here

D 1. Foreign organizations , check here 2. Foreign organizations meeting the 85% test, check here and attach computation

necessarily equal the amounts in column (a))

1

Contnbutlons , gifts, grants , etc , received

2

Check

3

savings and temporary Interest invesstmennts

( a) Revenue and ex p enses per books

^ a

E If private foundation status was terminated ^0 under section 507 (b)(1)(A), check here

0 Accrual M Cash J Accounting method Other (specify) 0 (Part 1, column (d) must be on cash basis.)

Analysis of Revenue and Expenses (rhe total of amounts in columns (b), (c), and (d) may not

B Telephone number

617-778-7999

399 BOYLSTON STREET

I Fair market value of all assets at end of year (from Part ll, co!. (c), line 16) Paft 1

n Name chancre

04-6135027 Room/sulte

See Specific City or town, state , and ZIP code Instructions . 02116 OSTON MA X Section 501 (c)( 3 ) exem pt p rivate foundation of organization H Check type 0 Section 4947( a)(1) nonexempt charitable trust 0 Other taxable private foundation

^$

6

A Employer Identification number

Name of foundation Use the IRS

or type .

ArfrlrocQ channe

00

F If the foundation is in a 60-month termination under section 507 ( b )( 1 ) B ), check here ^ (d) Disbursements for charitable purposes

( c) Adjusted net income

(b) Net investment income

(cash basis only)

N/A

34968249 .

if the foundation Is not requm:dto attach Sch B

2123089. 6158625 .

4 Dividends and interest from securities 5a Gross rents

S tatement 1

2123089. 6158625.

S tatement 2

b Net rental income or (loss) 51597039 .

6a Net pain or (loss) from sale of assets not on line 10 Gross sales puce for all

b asse t s on l ine 6 a y

284987192. 51597039.

Capital gain net income (from Part IV, line 2)

7

8 Net short-term capital gain 9 Income modifications Gross sales less returns 10a and allowances t) Less Cost of goods sold

c Gross profit or (loss) 11 Other Income 12 Total . Add lines 1throu g h 11 13

14

C

94847002.

Compensation of officers , directors , trustees , etc

0.

7 5 2 4 8.

Other employee salaries and wages

43048.

0.

43048.

15085 .

0.

15085 .

b Accounting fees

Stmt 4

34089. 11000.

17044. 11000.

17045. 0.

c Other professional fees

S tmt 5

16871.

0.

16871 .

Stmt 6

659151. 355. 37950. 1769.

0. 0. 0. 0.

11247.

14777.

0.

14 717 .

9 0 9 34 3. 10159785.

2 80 4 4.

2 32 9 8 0. 101597 8 5.

11069128.

28044.

10392765.

15 Pension plans , employee benefits Stmt 16a Legal fees

W 17 19

3

Interest

18 Taxes

_

Depreciation and depletion

E 20 Occupancy 4 21 c 22 C'V

Travel , conferences , and meetings Punting and publications

0 23 Other expenses

Stmt 7

24 Total operating and administrative expenses . Add lines 13 through 23 0 25 Contributions , gifts, grants paid 26 Total expenses and disbursements. Add lines 24 and 25

a

0 LU

59878751/

7 5 2 4 8.

37950. 1769.

27 Subtract line 26 from line 12. a Excess of revenue over expenses and disbursements

83777874. 59850709.

b Net Investment income of negative, enter -) -0 c Adjusted net Income of negative, enter -0.) B

N/A

LHA For Privacy Act and Paperwork Reduction Act Notice, see the instructions.

Form 990-PF (2006)

623501 01-29-07

12300507 788779 fnd

1 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

c

Form 990-PF( 2006) r

.t

CARL & RUTH SHAPIRO FAM ILY FOUNDATIO N Beginning of year nts In the ° pton B a l ance Sh ee t s column " dac1edsc11ed '' esforandan'°" should be end•of-yearamounfsonly ( a) Book Value

( b) Book Value

End of year (e) Fair M arket Value

1130.

88046.

88046.

31488270.

49447453.

49447453.

1 Cash - non-Interest-beanng 2 Savings and temporary cash investments 3 Accounts receivable ^ Less - allowance for doubtful accounts ^ 4 Pledges receivable ^ Less allowance for doubtful accounts ^

Page2

04-6135027

5 Grants receivable 6 Rece ivables due from officers, directors, trustees , and other disqualified persons 7

Other notes and loans receivable

^

Less' allowance for doubtful accounts ^ 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a Investments - U S and state government obligations b Investments - corporate stock c Investments - corporate bonds 11

12 13

Investments - land buildings , and equipment basis

^

Less accumulated depre radon

^

Stmt Stmt

Stmt

IessaccumuWtWdeprxaton

20

2950.

203354089. 0.

2950. 204493586. 0.

624. 0.

699. 80800.

699. 80800.

16 919 7141.

252974037.

254113534.

978.

0.

978.

0.

29046392.

29046392.

96036. :

Other assets (describe

01

95337. Statement 11 )

16 Total assets to be com pleted b all filers 17 Accounts payable and accrued expenses 18 Grants payable in 19 Deferred revenue 2 21 J 22

11800.

121964637. 15730680.

Investments - mortgage loans Investments - other

14 Land , buildings , and equipment basis ^ 15

8 9

Loans from officers , directors , trustees , and other disqualified persons

Mortgages and other notes payable

Other liabilities (describe ^

Statement

23 Total liabilities (add lines 17 throu g h 22 ) Foundations that follow SFAS 117, check here

12)

^ 0

and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted m 25 Temporarily restncted co 26 Permanently restricted Foundations that do not follow SFAS 117 , check here and complete lines 27 through 31. r` °

^ 0

27 Capital stock , trust principal , or current funds 28

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

Z 30 Total net assets or fund balances

.

.

.

31 Total liabilities and net assets and balances

p

0.

0.

140149771. 169196163.

22 392 7645 . 252974037 .

16 919 7141.

252974037 .

Paid-in or capital surplus , or land , bldg , and equipment fund

.

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on pnoryear's return) 2 Enter amount from Part I, line 27a 3 Other increases not included in line 2 (itemize) ^ 4 Add lines 1, 2, and 3 1

1 2

169196163. 83777874.

131

0.

141

252974037.

5 Decreases not included in line 2 (itemize) ^ 6 Total net assets or fu nd balances at end of year (line 4 minus line 5) - Part II, column (b), line 30

0. 252974037. Form 990-PF (2006)

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CARL & RUTH SHAPIRO FAMILY FOUNDATION Form 990-PF (2006) P t lV CaDital Gains and Losses for Tax on Investment Income

04-6135027

( b How acquired - Purchase D - Donation

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

( c Date acquired (mo , day, yr)

Pa g e 3

( d) Date sold (mo , day, yr )

1a

b

See Attached Statements

c d

e (g) Cost or other basis plus expense of sale

( t) Depreciation allowed (or allowable )

(e) Gross sales price

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

a b

c

d e

233390153.

284987192.

51597039.

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 ( k) Excess of col (i) over col . (1), if any

(1) Adjusted basis as of 12/31/69

(I) F M V as of 12/31/69

(I) Gains (Col (h) gain minus c ol bu t than -0-) or (k), le coh (f rom

a b

c d

51597039.

e ^ If gain,)also enter in Part I , line 7 1 If ?loss) , enter -0- in Part I , line 7

2 Capital gain net income or ( net capital loss)

51597039.

2

3 Net short-term capital gain or ( loss) as defined in sections 1222 (5) and (6) If gain, also enter in Part I , line 8, column (c) If (loss ), enter -0- in Part I, line 8 3 I part v_1 (uualltlcatlon Under section 494U(e) Tor Reduced I ax on Net Investment Income

N/A

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income ) If section 4940(d)(2) applies, leave this part blank. Yes ^X No

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? It Yes," the foundation does not qualify under section 4940 (e) Do not complete this part 1 Enter the aooroonate amount in each column for each year : see instructions before makina any entries Base priod e years Calendar year or tax year be g innin g

6706051. 3345224. 6809240. 7700592. 7929251.

2005 2004 2003 2002 2001

on ratio Distribution (col (b) drvided by col (c))

(c) Net value of nonchantable -use assets

( b) Adjusted qualifying distributions

170221426. 155208719. 148563393. 139233371. 133023383.

.039396 .021553 .045834 .055307 .059608 2

.221698

3

. 044340

4

212735342.

.

5

9432685.

6 Enter 1 % of net investment income (I% of Part I, line 27b)

6

598507 .

7 Addlines5and6

7

10031192.

8

10392765.

2 Total of line 1 , column (d) 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5 , or by the number of years the foundation has been in existence if less than 5 years 4

Enter the net value of nonchantable -use assets for 2006 from Part X, line 5

5

Multiply line 4 by line 3

.

. .

..

8 Enter qualifying distributions from Part XII , line 4

. .

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

Form 990-PF (2006)

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fnd

3 2006.05000 CARL & RUTH SHAPIRO FAMILY

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1

11 Form 990-PF(2006) CARL & RUTH SHAPIRO FAMILY FOUNDATION 04-6135027 Page 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions) art Vt 1 a Exempt operating foundations described in section 4940(d)(2), check here ^ 0 and enter "N/A" on line 1 Date of ruling letter ( attach copy of ruling letter If necessary-see Instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ^ [X and enter 1 % of Part I, line 27b c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part I, line 12, col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 3 Add lines 1 and 2 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 5 Tax based on Investment Income . Subtract line 4 from line 3 If zero or less, enter -0_ 6 Credits/Payments. 6a a 2006 estimated tax payments and 2005 overpayment credited to 2006 6b b Exempt foreign organizations - tax withheld at source 6c c Tax paid with application for extension of time to file (Form 8868) 6d d Backup withholding erroneously withheld 7 Total credits and payments. Add lines 6a through 6d . 8 Enter any penalty for underpayment of estimated tax Check here EX if Form 2220 is attached 9 Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed 4

10 Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 11 Enter the amount of line 10 to be Credited to 2007 estimated tax ^

31avt V11-A,

598507 .

1

2

0.

3 4

598507.

5

598507 .

7

602000 . 1275.

0.

602000 .

^ ^ 2 2 18 .Refunded ^

8 9 10

2218

.

0.

11

Statements Regarding Activities

1 a During the tax year, did the foundation attempt to influence any national , state, or local legislation or did it participate or intervene in any political campaigns b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)? If the answer is "Yes" to la or 1 b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120 -POL for this year? d Enter the amount (it any) of tax on political expenditures (section 4955) imposed during the year. 0. (2) On foundation managers. ^ $ 0. (1) On the foundation ^ $ e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation 0. managers ^ $ 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? If "Yes, " attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? .. b If'Yes * has it filed a tax return on Form 990 -T for this year?

N/A

Was there a liquidation, termination, dissolution, or substantial contraction during the year? If "Yes," attach the statement required by General Instruction T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes, " complete Part ll, col. (c), and Part XV.

5

la 1b

Yes No X X

1c

X

2

X

3

X

4a

X

4b

5

X

6 7

X X

8b

X

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ^ MA b If the answer is 'Yes' to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If "No, " attach explanation Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(j)(5) for calendar year 2006 or the taxable year beginning in 2006 (see instructions for Part XIV)? If "Yes," complete Part XIV . 0 Did any Dersons become substantial contributors dunna the tax year? it -v..' attach a schedule listina their names and addresses

9

9 X 10 X Form 990-PF (2006)

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4 2006.05000 CARL & RUTH SHAPIRO FAMILY

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1

11 Form 490-PF ( 2006) CARL & RUTH SHAPIRO FAMILY FOUNDATION VII-A-1 Statements Regarding Activities Continued #

11a At any time during the year , did the foundation , directly or indirectly , own a controlled entity within the meaning of section 512 (b)(13)' ... If 'Yes' attach schedule . (see instructions ) royalties, and 17, 2006, covering the interest, rents, foundation have binding written contract in effect on August 'Yes did the a If , b N/A .. annuities described in the attachment for line 11 a ? . .. . 12 Did the foundation acquire a direct or indirect interest in any applicable insurance contracts 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? N/A Web site address ^

INC.

14 The books are m care of ^ WELLESLEY CAPITAL MANAGEMENT,

Locatedat ^ ONE WASHINGTON ST.

SUITE 202,

WELLESLEY,

p2

X

11a 11b 12 13

X X

Telephone no ^ 7 81-2 35-610 7

ZIP+4 ^ 02481

MA.

Section 4947( a)(1) nonexempt charitable trusts filing Form 990- PF in lieu of Form 1041 - Check here and enter the amount of tax-exem pt interest received or accrued durin g the year

15

Page5

04-6135027

^0 ^

N/A

15

VU-fl Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column , unless an exception applies. 1 a During the year did the foundation ( either directly or indirectly) (1) Engage in the sale or exchange, or leasing of property with a disqualified person? (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? .. (3) Furnish goods , services , or facilities to ( or accept them from) a disqualified person? (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? (5) Transfer any income or assets to a disqualified person ( or make any of either available for the benefit or use of a disqualified person )?

Yes No 0 Yes I1 No Yes 0 No Yes 0 No Yes 0 No

.

.

(6) Agree to pay money or property to a govemment official? ( Exception . Check 'No' if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days ) b If any answer is'Yes' to 1a ( 1)-(6), did any of the acts fad to qualify under the exceptions described in Regulations section 53 4941 (d)-3 or in a current notice regarding disaster assistance ( see page 22 of the instructions )?

Organizations relying on a current notice regarding disaster assistance check here

_ Q Yes EXI No

L1 Yes 0 No N/A

c Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts , that were not corrected before the first day of the tax year beginning in 2006' 2 Taxes on failure to distribute income ( section 4942 ) (does not apply for years the foundation was a private operating foundation defined in section 4942(1)(3) or 4942 (j)(5)) a At the end of tax year 2006 , did the foundation have any undistributed income ( lines 6d and 6e, Part XIII) for tax year( s) beginning Yes FX No before 20067 If 'Yes, list the years ^ b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942 ( a)(2) (relating to incorrect valuation of assets ) to the year' s undistributed income') ( If applying section 4942 ( a)(2) to all years listed , answer "No* and attach

statement - see instructions .)

.

N/A

.

lb

^0 1c

X

2b

c If the provisions of section 4942 (a)(2) are being applied to any of the years listed in 2a , list the years here. 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time . 0 Yes 0 No during the years persons after foundation or disqualified purchase the by b If 'Yes ; did it have excess business holdings in 2006 as a result of ( 1) any 4943 under section (c)(7)) to dispose the Commissioner May 26 , 1969, (2) the lapse of the 5-year period ( or longer period approved by holding period (Use Schedule C, first phase ? of holdings acquired by gift or bequest , or (3) the lapse of the 10- , 15-, or 20-year N/A Form 4720 , to determine if the foundation had excess business holdings in 2006.) purposes? chantable 4a Did the foundation invest during the year any amount in a manner that would jeopardize its b Did the foundation make any investment in a prior year ( but after December 31, 1969 ) that could jeopardize its charitable purpose that had not been removed from ieoaardv before the first day of the tax year beginning in 2006'

3b 4a 4b

Form 990-PF (2006)

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1

VII-

04-6135027 CARL & RUTH SHAPIRO FAMILY FOUNDATION Statements Regarding Activities for Which Form 4720 May Be Required Continued

5a During the year did the foundation pay or incur any amount to (1) Carry on propaganda , or otherwise attempt to influence legislation ( section 4945 (e))? (2) Influence the outcome of any specific public election (see section 4955), or to carry on , directly or indirectly, any voter registration drive? (3) Provide a grant to an individual for travel, study, or other similar purposes ? (4) Provide a grant to an organization other than a charitable , etc , organization described in section 509(a )( 1), (2), or (3), or section 4940 (d)(2)? (5) Provide for any purpose other than religious , charitable , scientific, literary , or educational purposes, or for

Yes 0 No LI Yes 0 No Yes EKI No Yes EXI No

LI Yes [M No the prevention of cruelty to children or animals? Regulations in quality under the exceptions described transactions fail 5a(1)-(5), any of the to answer is'Yes'to did b If any N/A _ section 53 4945 or in a current notice regarding disaster assistance ( see instructions)? pop. 0 here disaster assistance check notice regarding relying on current Organizations a c If the answer is'Yes'to question 5a(4), does the foundation claim exemption from the tax because it maintained N/A 0 Yes 0 No expenditure responsibility for the grant ? 6a b 7a b

If "Yes," attach the statement required by Regulations section 53.4945-5(d). Did the foundation , during the year, receive any funds , directly or indirectly , to pay premiums on a personal benefit contract ? Did the foundation , during the year , pay premiums , directly or indirectly , on a personal benefit contract? If you answered "Yes" to 6b, also file Form 8870. At any time during the tax year , was the foundation a party to a prohibited tax shelter transaction ? If yes , did the foundation receive any p roceeds or have any net income attributable to the transaction?

Page 6

5b

0 Yes 0 No X

6b Yes EXI No N/A

7b

Information About Officers, Directors, Trustees , Foundation Managers , Highly T VIII 0 Paid Employees , and Contractors I

I it au nffirerc direr-Mrs- trustees_ foundation manaaers and their compensation.

(b) Title, and average hours per week devoted to p osition

(a) Name and address

75248.

See Statement 13

7

rw...wswc^*i..n

.f fh,

(c) Compensation (d)Contribubonsto ( If not paid , °"";F ho„fi ""s enter -) co ensaton I

(e) Expense account, other allowances

10855.

0.

(^Contnbueonsto aand dotnu l'"s ensabon c

( e) Expense account, other allowances

Linhnet- neiA .-In-ac Inther than thnee innhiel a 1 on line 11_ IT none - enter " NUNt."

r v (a) Name and address of each employee paid more than $50,000

(b) Title and average hours p er week devoted to p osition

(c) Compensation

None

Total number of other employees paid over $50,000

1 U Form 990-PF (2006)

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1

Form 990-PF (2006) CARL & RUTH SHAPIRO FAMILY FOUNDATION 04-6135027 Information About Officers, Directors , Trustees, Foundation Managers, Highly Paid Employees, and Contractors Continued 3 Five highest-paid independent contractors for professional services . If none, enter " NONE." (a) Name and address of each person paid more than $50,000

Page 7

(c) Compensation

(b) Type of service

None

^

Total number of others receivin g over $50,000 for p rofessional services

#

0

t IX-A I Summary of Direct Charitable Activities

List the foundation's four largest direct charitable activities during the tax year Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.

I

I

Expenses

N/A

Part JX-8 Summa ry of Pro ram - Related Investments Describe the two largest program - related investments made by the foundation during the tax year on lines 1 and 2.

Amount

N/A

1

2

All other program - related investments See instructions. 3

Total . Add lines 1 through 3

0.

Form 990-PF (2006)

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7 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

Form ?j90-PF ( 2006 ) Pat+i f

CARL

& RUTH SHAPIRO FAMILY FOUNDATION

b c d e 2

Average of monthly cash balances Fair market value of all other assets . . Total (add lines 1 a, b, and c) Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) Acquisition indebtedness applicable to line 1 assets

5 6 P

&

.

.

.

.. le

la

175682121.

1b 1C ld

40292846. 215974967 .

0 . .

. .

Subtract line 2 from line ld Cash deemed held for charitable activities . Enter 1 1 /2% of line 3 (for greater amount , see instructions ) Net value of noncharitable - use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 Minimum Investment return . Enter 5% of line 5

3 4

Page8

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations , see instructions.)

Fair market value of assets not used ( or held for use ) directly in carrying out charitable , etc , purposes* Average monthly fair market value of securities a

1

04-6135027

3

4 .

.

0

2

5

6

21597 4 9 6 7. 3239625 . 212735342 . 10636767 .

Distributable Amount (see instructions ) ( Section 4942 (i)(3) and (I)(5) private operating foundations and certain foreign organizations check here ^ 0 and do not complete this part )

Minimum investment return from Part X, line 6 1 2a Tax on investment income for 2006 from Part VI, line 5 b income tax for 2006 ( This does not include the tax from Part VI) c Add lines 2a and 2b Distributable amount before adjustments Subtract line 2c from line 1 3 .. Recoveries of amounts treated as qualifying distributions 4

1 .

.

2a 2b

10636767 .

598507 . 2c

5 9 8 5 0 7.

3

10038260 .

4

0

5

Add lines 3 and 4

5

10038260.

6 7

Deduction from distributable amount (see instructions) Distributable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII , line 1

6 7

0 10038260 .

1a 1b

10392765.

Part Xl

Qualifying Distributions (see instructions)

Amounts paid ( including administrative expenses ) to accomplish charitable , etc , purposes' a Expenses , contributions , gifts, etc - total from Part I, column (d), line 26 b Program-related investments - total from Part IX-B 2 Amounts paid to acquire assets used ( or held for use ) directly in carrying out charitable, etc., purposes 3 Amounts set aside for specific charitable projects that satisfy the a Suitability test ( prior IRS approval required) .. b Cash distribution test (attach the required schedule) Part XIII, line 4 .. Part V, line and Enter here and on 8, 4 Qualifying distributions . Add lines 1 a through 3b on net investment for the reduced rate of tax Foundations that quality under section 4940 ( e) 5 income Enter 1 % of Part I, line 27b 6 Adjusted qualifying distributions . Subtract line 5 from line 4 . Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the 4940(e) reduction of tax in those years.

1

0

2 3a 3b 4

10392765.

598507. 5 9794258. 6 foundation qualifies for the section Form 990-PF (2006)

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8 2006.05000 CARL & RUTH SHAPIRO FAMILY

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1

Form §90-PF (2006)

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

Page 9

Undistributed Income (see instructions)

#^art X111

1

Distributable amount for 2006 from Part XI, line?

2

Undistributed Income , If any , as of the end of 2005

( a)

(b)

(c)

(d)

Corpus

Years prior to 2005

2005

2006

10038260. 0.

a Enter amount for 2005 only b Total for prior years

0. 3 Excess distributions carryover , d any , to 2006:

1514910. 1054439.

a From 2001 bFrom2002 c From 2003

d From 2004 e From 2005 f Total of lines 3a through 111 4 Qualifying distributions for 2006 from

PartXll ,line4

10392765.

a Applied to 2005 , but not more than line 2a b Applied to undistributed income of prior years ( Election required - see instructions) c Treated as distributions out of corpus (Election required - see instructions) d Applied to 2006 distributable amount e Remaining amount distributed out of corpus 5

2569349.

Excess distributions carryover applied to 2006 Of an amount appears In column (d), the same amount must be shown in column (a) )

0 0 0 10038260.

354505 0.

0

6 Enter the net total of each column as Indicated below: a corpus Add lines 3f, 4c, and 4e subtract line 5

2923854.

h Prior years ' undistributed income Subtract line 4b from line 2b

0

c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued , or on which

the section 4942 ( a) tax has been previously assessed

0

d Subtract line 6c from line 6b . Taxable

amount - see instructions

0

e Undistributed income for 2005 Subtract line 4a from line 2a . Taxable amount - see instr f Undistributed income for 2006 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2007 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170 ( b)(1)(E) or4942 ( g)(3) . 8

0

0

0 .

Excess distributions carryover from 2001

1514 910 .

not applied on line 5 or line 7 9 Excess distributions carryover to 2007. 10

Subtract lines 7 and 8 from line 6a Analysis of line 9.

a Excess from 2002

1408944 .

1054439.

b Excess from 2003 c Excess from 2004 d Excess from 2005

354505

e Excess from 2006

Form 990-PF (2006) 623581 01-29-07

9 12300507

788779

fnd

2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Form b90-PF ( 2006)

CARL & RUTH SHAP

04-6135027

FOUNDATION instructions and Part VII-A, question 9)

1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2006, enter the date of the ruling b Check box to indicate whether the foundation is a p rivate o p erati foundation described Tax year 2 a Enter the lesser of the adjusted net (a) 2006 (b) 2005 income from Part I or the minimum

Page10

N/A

1110. 142(i1(3 ) or

0 4942(i)(5)

Prior 3 years (c) 2004

(d) 2003

( e) Total

investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities Subtract line 2d from line 2c 3 Complete 3a, b, or c for the alternative test relied upon. a 'Assets' alternative test - enter (1) Value of all assets ..... . (2) Value of assets qualifying under section 4942(I)(3)(B)(i) b 'Endowment' alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c 'Support' alternative test - enter (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(l)(3)(8)(ui) (3) Largest amount of support from an exempt organization

Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year-see page 28 of the instructions.)

Part X1f 1

Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year ( but only it they have contributed more than $5 ,000) (See section 507(d)(2) )

See Statement 14 b List any managers of the foundation who own 10 % or more of the stock of a corporation ( or an equally large portion of the ownership of a partnership or other entity ) of which the foundation has a 10% or greater interest

None 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here 01 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds If the foundation makes gifts , grants, etc. (see instructions) to individuals or organizations under other conditions , complete items 2a , b, c, and d a The name , address , and telephone number of the person to whom applications should be addressed.

b The form in which applications should be submitted and information and materials they should include: c Any submission deadlines d Any restrictions or limitations on awards , such as by geographical areas, charitable fields , kinds of institutions , or other factors

Form 990-PF (2006)

623601 /01-29- 07

12300507

788779 fnd

10 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Form 990-PF ( 2006 ) 3

CARL

& RUTH SHAPIRO FAMILY FOUNDATION

Grants and Contributions Paid During the Year or ADoroved for Future Payment If recipient is an individual, Recipient Foundation show any relationship to status of any foundation manager Name and address (home or business ) recipient or substantial contributor

04-6135027

Purpose of grant or contribution

Pagell

Amount

a Paid during the year

SEE ATTACHED STATEMENT 416-

Total

10159785.

^ 3a

10159785.

b Approved for future payment

None

Total 623611m1-29-07

12300507 788779

^ 3b I

U .

Form 990-PF (2006)

fnd

11 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

CARL & RUTH SHAPIRO FAMILY FOUNDATION

FormW- PF(2006 ) Park X.f.A

04-6135027

Page12

Analysis of Income - Producing Activities

Enter g ross amounts unless otherwise indicated 1 Program service revenue

U111M U uusmess muuinv

(a) Business code

txcW aec o

(b) Amount

J.c „_ s ee

section D12

01J

Or 014

(e)

Related or exempt function income

( d) Amount

a b

c

d e f

g Fees and contracts from government agencies 2 Membership dues and assessments

3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 5 Net rental income or (loss ) from real estate* a Debt-financed property

14 14

2123089. 6158625.

18

51597039.

b Not debt-financed property 6 Net rental income or (loss ) from personal property 7 Other investment income

8 Gain or ( loss) from sales of assets other than inventory 9 Net income or (loss ) from special events 10 Gross profit or (loss ) from sales of inventory 11 Other revenue. a b

c d e 12 Subtotal Add columns ( b), (d), and (e) 13 Total . Add line 12, columns ( b), (d), and (e) (See worksheet in line 13 instructions to verify calculations

Pad XVI,-B

0

.

59878753. i 13

Relationship of Activities to the Accomplishment of Exempt Purposes

623621 01-29-07

12300507

0. 5987 875 3 .

Form 990-PF (2006)

788779 fnd

12 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

04-6135027 CARL & RUTH SHAPIRO FAMILY FOUNDATION Form990-PF ( 2006) Information Regarding Transfers To and Transactions and Relationships With Noncharitable XNII #

Pag e 13

Yes No Did the 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 organizations? a Transfers from the reporting foundation to a nonchantable exempt organization of. X 1a (l ) (1) Cash X 1a 2 . . (2) Other assets b Othertransactions* X . .. lb ( l ) (1) Sales of assets to a noncharitable exempt organization X lb (2 ) (2) Purchases of assets from a nonchantable exempt organization X lb (3 ) (3) Rental of facilities, equipment, or other assets X 1b (4 ) . . (4) Reimbursement arrangements 1b (5 ) X (5) Loans or loan guarantees 1 b( 5) X . . (6) Performance of services or membership or fundraising solicitations 1 c X Sharing of facilities, equipment, mailing lists, other assets, or paid employees other assets, always show the fair market value of the goods, If the answer to any of the above is 'Yes,' complete the following schedule Column (b) should or services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing arrangement, show in

2a Is the foundation 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') the followin g schedule b If Yes . (b) Type of organization (a) Name of organization

Yes (c) Description of relationship

N/A

Under penalties of p end complete D

ry ec re that I e exa ined this retu parer (o / er than p6yerpy fiduc tton f

mpanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, ncluding ) Is based on all information of w)llch pfeparer has any knowle be

't^or trust

C_f

Preparer ' s .O 'L - E signature firm Ilse!

lo

,

addr= and ZIP c

623622 01-29-C

123005

ti^440 PARK AVEN UE SOUTH NEW YORK, N.Y . 10016

® No

Schedule B

Schedule of Contributors

(Form 990 , 990-EZ, or 990-PF) Department of the Treasury Internal Revenue Service

Supplementary Information for line 1 of Form 990, 990-EZ, and 990-PF (see instructions)

OMB No 1545-0047

2006

Name of organization

I Employer identification number

CARL & RUTH SHAPIRO FAMILY FOUNDATION

1

04-6135027

Organization type (check one): Filers of:

Section:

Form 990 or 990-EZ

= 501 (c)(

) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization M 501(c)(3) exempt private foundation

Form 990-PF

0 4947(a)(1) nonexempt charitable trust treated as a private foundation 0 501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule. (Note : Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule-see instructions.) General RuleO For organizations filing Form 990 , 990•EZ , or 990 • PF that received, during the year, $5,000 or more (in money or property ) from any one contributor . (Complete Parts I and II.) Special RulesO For a section 501 (c)(3) organization filing Form 990 , or Form 990•EZ, that met the 33 1 /3% support test of the regulations under sections 509 (a)(1)/170(b)(1)(A)(v), and received from any one contributor, during the year, a contribution of the greater of $5,000 or 2% of the amount on line 1 of these forms . (Complete Parts I and II.) For a section 501 (c)(7), (8), or (10) organization filing Form 990 , or Form 990•EZ, that received from any one contributor, during the year, aggregate contributions or bequests of more than $ 1,000 for use exclusively for religious, charitable , scientific , literary , or educational purposes , or the prevention of cruelty to children or animals. (Complete Parts I , II, and III.) For a section 501 (c)(7), (8), or (10) organization filing Form 990 , or Form 990• EZ, that received from any one contributor, during the year, some contributions for use exclusively for religious, charitable , etc., purposes , but these contributions did not aggregate to more than $1,000 . ( If this box is checked , enter here the total contributions that were received during the year for an exclusively religious, charitable , etc., purpose . Do not complete any of the Parts unless the General Rule applies to this organization because it received nonexclusively religious , charitable , etc., contributions of $5,000 or more during the year.) ^ $ Caution : Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990, 990-EZ, or 990-PF), but they must check the box in the heading of their Form 990, Form 990-EZ, or on line 2 of their Form 990-PF, to certify that they do not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, Form 990-EZ, and Form 990-PF.

Schedule 8 (Form 990 , 990-EZ , or 990-PF) (2006)

623451 01-18-07

12300507

788779 fnd

14 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Schedule B (Form 990, 99

1 of

04-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION Pad I

Contributors (See Specific Instructions.) (b) Name , address , and ZIP + 4

(a) No.

1

C/O ONE WASHINGTON STREET,

Payroll Noncash

STE.

202

(c) Aggregate contributions

C/O ONE WASHINGTON STREET,

STE.

202

(c) Aggregate contributions

SHAPIRO FAMILY TEN YEAR CHARITABLE LEAD STRUST STE.

202

$

4272328.

MA 02481 (c) Aggregate contributions

CARL SHAPIRO

PALM BEACH,

OX

Payroll Noncash

fl

(d) Type of contribution

1950000.

$

FL 3 3 4 8 0 (c) Aggregate contributions

RUTH SHAPIRO 2596000.

$

(d) Type of contribution

Payroll Noncash

(c) Aggregate contributions

(d) Type of contribution

CARL SHAPIRO

Person

2 NORTH BREAKERS ROW #45

Payroll Noncash

ni_IR_ m

788779 fnd

FL 3 3 4 8 0

Q ^X

(Complete Part II if there is a noncash contribution.)

FL 33480 (b) Name , address, and ZIP + 4

PALM BEACH,

0

Person

2 NORTH BREAKERS ROW #45 PALM BEACH,

Payroll Noncash

(Complete Part II if there is a noncash contribution.)

(b) Name, address , and ZIP + 4

(a) No.

Person

Person

2 NORTH BREAKERS ROW #45

(a) No.

(d) Type of contribution

(Complete Part II if there is a noncash contribution.)

(b) Name , address , and ZIP + 4

(a) No.

FT

(Complete Part II if there is a noncash contribution.)

C/O ONE WASHINGTON STREET,

12300507

6700998.

$

MA 02481 (b) Name , address, and ZIP + 4

6

(d) Type of contribution

Payroll Noncash

WELLESLEY,

OX

(Complete Part II if there Is a noncash contribution.)

Person

(a) No.

5

3104073.

SHAPIRO FAMILY FIVE YEAR CHARITABLE LEAD TRUST

WELLESLEY,

4

$

MA 02481 (b) Name, address , and ZIP + 4

3

(d) Type of contribution

Person

(a) No.

;7g4-;

(c) Aggregate contributions

SHAPIRO FAMILY FIFTEEN YEAR CHARITABLE LEAD TRUST

WELLESLEY,

2

2 of Part I

Employer identification number

Name of organization

$

10000000.

0

(Complete Part II if there is a noncash contribution Schedule B (Form 990 . 990-EZ . or 990 - PF) (20061

15 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Schedile B (Form 990, 990-EZ. or 990-PF) (2006)

Pape

Name of organization

CARL & RUTH SHAPIRO FAMILY FOUNDATION Part t

2 of Part I

04-6135027

Contributors (See Specific Instructions.) (b) Name , address , and ZIP + 4

(a) No.

7

2 of

Employer Identification number

(c) Aggregate contributions

(d) Type of contribution

RUTH SHAPIRO

Person

OX

2 NORTH BREAKERS ROW #45

Payroll Noncash

Q 0

PALM BEACH, (a) No.

10000000.

$

(Complete Part II if there is a noncash contribution.)

FL 3 3 4 8 0 (b) Name , address , and ZIP + 4

(c) Aggregate contributions

(d) Type of contribution Person Payroll Noncash

$

El Q 0

(Complete Part II if there is a noncash contribution.) (a) No.

(b) Name , address , and ZIP + 4

(c) Aggregate contributions

(CO Type of contribution Person Payroll Noncash

$

El 0 Q

(Complete Part li if there is a noncash contribution.) (a) No.

(b) Name, address , and ZIP + 4

(c) Aggregate contributions

(d) Type of contribution Person Payroll Noncash

$

0 0 Q

(Complete Part II if there is a noncash contribution.)

(a) No.

(b) Name , address , and ZIP + 4

(c) Aggregate contributions

(CO Type of contribution Person Payroll Noncash

$

El El Q

(Complete Part II if there is a noncash contribution.)

(a) No.

(b) Name , address , and ZIP + 4

(c) Aggregate contributions

$

(d) Type of contribution Person Payroll Noncash

El Q El

(Complete Part II if there is a noncash contribution.; 623452 WAR-07

12300507 788779 fnd

Schedule B (Form 990 . 990-EZ . or 990 - PF) (2006)

16 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Schedule B (Form 990, 990-EZ or

1 of

CARL & RUTH SHAPIRO FAMILY FOUNDATION Pad It

1 of Part ll

Employer identification number

Name of organization

04-6135027

Noncash Property (See Specific Instructions.) (c)

(a) No. from Part I

(b) Description of noncash property given

60,000 SHS COACH,

(CQ Date received

FMV (or estimate) (see instructions)

INC.

4 $ (a) No. from Part I

1950000.

09/12/06

(c) FMV (or estimate) (see instructions)

Description of noncash property given

Date received

40,000 SHS REYNOLDS AMERICA 5

$ (a) No. from Part I

Description of noncash property given

(a) No. from Part I

(b) Description of noncash property given

(a) No. from Part I

(b) Description of noncash property given

(a) No. from Part I

(c) FMV (or estimate) (see instructions)

09/12/06

Date received

(c) FMV (or estimate) (see instructions)

(d) Date received

(c) FMV (or estimate) (see instructions)

(d) Date received

(c) Description of noncash property given

623453 01_1 -o7

12300507 788779

2596000.

FMV (or estimate) (see instructions)

Date received

Schedule B (Form 990.990-EZ . or 990-PFI (20061

fnd

17 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Continuation 04-6135027

CARL &.RUTH SHAPIRO FAMILY FOUNDATION IPatt IV I Capital Gains and Losses for Tax on Investment Income

( b How acquired (c) Date acquired nation - Pu rchase (mo , day , yr ) D - D onation

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

la 20 325,000 US TSY BILL DUE 8/2406 b c d e f

for 990-PF, 1 Pa g e

US T-BILL INTEREST INCL. IN BROKER'S GROSS PROCEE 60,000 SHS COACH , INC 40,000 SHS REYNOLDS AMERICAN , INC 56,000 SHS LIZ CLAIBORNE , INC. 50 000 SHS LIZ CLAIBORNE, INC.

g 6,000 SHS EMULUX CORP. h 59,200 SHS PROCTOR & GAMBLE i35,000 SHS GOOGLE 40,000 SHS GOOGLE

Part of

IV 3

( d) Date sold (mo , day, yr )

P

04/28/06 08/24/06

P D D P P

04/28/06 08/24/06 09/12/06 09/12/06 09/12/06 09/12/06 06/05/95 01/09/06 06/05/95 01/10/06

P P P

11/29/04 01/12/06 05/19/88 01/19/06 03/30/05 01/23/06

P

03/30/05 01/23/06

k44 , 000 SHS PEPSICO 1167,000 SHS TRANSOCEAN SEDCO

P P

08/29/95 01/24/06 01/23/06 02/03/06

m92 , 000 SHS ANALOG DEVICES n 95,000 SHS DIAMOND OFFSHORE DRILLING o 157 , 000 SHS BURLINGTON NORTHERN

P P P

01/23/06 02/06/06 01/23/06 02/07/06 01/23/06 02/14/06

(e) Gross sales price

a b c d e f h k 1 m n o

( Q Depreciation allowed (or allowable )

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

( g) Cost or other basis plus expense of sale

19984150. 340850. 1984200. 2600000. 2003120. 1799000. 130140. 3473856.

19984150. 340850. 332850. 558000. 504000. 450000. 83460. 260643.

0. 0. 1651350. 2042000. 1499120. 1349000. 46680. 3213213.

14808850.

6312950.

8495900.

16924400. 2560800. 13711240. 3717000. 7835700. 12664090.

7204800. 914827. 13004410. 3470980. 7571500. 11152840.

9719600. 1645973. 706830. 246020. 264200. 1511250.

Complete only for assets showing gain in column ( h) and owned by the foundation on 12/31 /69 (I) F M V as of 12/31/69

(j) Adjusted basis as of 12/31/69

(I) Losses (from col (h)) Gains (excess of col (h) gain over col. (k), but not less than'-0- )

( k) Excess of col (i) over col. (1), rf any

a b

0. 0.

c d e f

1651350. 2042000. 1499120. 1349000. 46680. 3213213. 8495900. 9719600. 1645973. 706830. 246020. 264200. 1511250.

h

k 1 m n 0 2 Capital gain net income or ( net capital loss )

! If am, also enter in Part I, line 7 1 i If ?loss) , enter'-0- in Part I , line 7 1

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

2

3

623591 05-01-06

18 12300507

788779 fnd

2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

Continuation 04-6135027

CARL &.RUTH SHAPIRO FAMILY FOUNDATION P It I Capital Gains and Losses for Tax on Investment Income

for 990-PF, 2 Pa g e

(b How acquired ( c) Date acquired (mo , day, yr ) D - Don tion

(a) List and describe the kind (s) of property sold, e g , real estate, 2-story buck warehouse ; or common stock , 200 shs MLC Co

1a 63,000 SHS CATERPILLAR TRACTOR

P

Part of

IV 3

( d) Date sold (mo, day, yr )

01/13/06 02/17/06

b 21 275,000 US T-BILL DUE 4/27/06

P

12/08/05 03/02/06

c 775,000 US T-BILL DUE 7/13/06

P

01/26/06 05/10/06

d 150,000 US T-BILL DUE 7/13/06

P

01/26/06 06/07/06

e 625,000 US T-BILL DUE 7/13/06 f 750,000 US T-BILL DUE 9/1406

P P

01/26/06 06/07/06 04/27/06 08/16/06

P P P P P P P P P

07/27/06 09/07/06 08/03/06 10/02/06 09/14/06 10/02/06 09/14/06 10/02/06 09/29/06 11/09/06 09/28/06 11/09/06 09/28/06 11/09/06 09/27/06 11/09/06 07/13/06 11/10/06

h k 1 m n o

1 , 525 , 000 US B-BILL DUE 12/21/06 39,225 000 US T-BILL DUE 1/4/07 1,400,000 US T-BILL DUE 2/8/07 26,500,000 US T-BILL DUE 2/8/07 80 000 SHS NORFOLD SO. CORP. 50,000 SHS NV IDIA CO RP. 85,0 00 SHS NVID IA CORP. 90 , 000 SHS OFFICE MAX 750 , 000 US T-BILL DUE 12/14/06 (f) Depreciation allowed (or allowable )

(e) Gross sales puce

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

( g) Cost or other basis plus expense of sale

a b

4540410. 20929537.

3919860. 20942472.

620550. -12935.

c

758797.

759267.

-470.

d e f

146908. 612119. 735502. 1494672. 38413705. 1372463. 25978761. 4216000. 1800500. 3056650. 4472100. 733822.

146955. 612312. 736208. 1494058. 38391077. 1372224. 25974240. 3444000. 1449000. 2464650. 3585900. 733830.

-47. -193. -706. 614. 22628. 239. 4521. 772000. 351500. 592000. 886200. -8.

h k 1 m n o

Complete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 (1) Adjusted basis as of 12/31/69

(I) F M V as of 12/31/69

(I) Losses (from col (h)) Gains (excess of col (h) gain over col (k), but not less than'-0')

(k) Excess of col (i) over col (j), if any

a b C d e f

620550. -12935. -470. -47. -193. -706. 614. 22628. 239. 4521.

h

k

772000.

1 m n

351500. 592000. 886200.

o

-8-

2 Capital gain net income or (net capital loss )

If goe s)a lso enter in' PaPart Irt, l i ne 7 I , line 7 ^ If ( loss , enter'-0= in

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

2

3

623591 05-01-06

19 12300507

788779

fnd

2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

Continuation 04-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION # IV Capital Gains and Losses for Tax on Investment Income

for 990-PF, Part Pa g e 3 of

( b How acquired ( c) Date acquired Purchase ( mo , day , yr ) D - Donation

(a) List and describe the kind ( s) of property sold, e g , real estate , 2-story buck warehouse ; or common stock , 200 shs MLC Co.

1a 85 000 SHS NUCOR CORP. 155,000 SHS AMR CORP. b_

IV 3

( d) Date sold (mo , day, yr.)

c 80,000 SHS ALLEGHENY TECH.

P P P

09/28/06 11/10/06 09/28/06 11/ 21/06 09/28/06 11/22 /06

d 170 , 000 SHS AMAZON.COM, e 135,000 SHS COACH, INC. f160 , 000 SHS EBAY , INC.

P P P

09/28/06 11/2 7/06 09/28/06 11/27/06 09/27/06 11/27/06

40,000 SHS GOLDMAN SACHS h12 , 000 SHS GOOGLE 1 130 , 000 SHS MASSEY ENERGY

P P P

09/28/06 11/27/06 09/28/06 11/27/06 10/04/06 11/27/06

92,000 SHS PEABODY ENERGY

INC.

P

09/28/06 11/27/06

k 30 000 SHS RESEARCH IN MOTION 175 , 000 SHS US STEEL CORP. m50,000 SHS YUM BRANDS

P P P

09/28/06 11/27/06 10/03/06 11/27/06 09/28/06 11/27/06

n41 , 000 SHS PEABODY ENERGY

P

09/28/06 11/27/06

0 ( f) Depreciation allowed (or allowable )

(e) Gross sales puce

( g) Cost or other basis plus expense of sale

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

a b c d e f

5146750. 5165650. 6656800. 7220280. 5690360. 5317460.

4109550. 3617550. 4908800. 5373900. 4618200. 4287800.

1037200. 1548100. 1748000. 1846380. 1072160. 1029660.

8076000.

6760400.

1315600.

h

5994480. 3328200. 3912960. 4224000. 5568000. 3144000. 1742910.

4825440. 2540700. 3327360. 2557500. 4181250. 2626000. 1483390.

1169040. 787500. 585600. 1666500. 1386750. 518000. 259520.

k m n 0

Complete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 (I) F M V as of 12/31/69

(1) Adjusted basis as of 12 /31/69

(I) Losses (from col (h)) Gains (excess ( h) g a in0over col (k), but not less than

( k) Excess of col (i) over col (I), if any

1037200. 1548100. 1748000. 1846380. 1072160. 1029660. 1315600. 1169040.

a b C d e f h

787500.

585600. 1666500. 1386750. 518000. 259520.

k m n 0 2 Capital gain net income or ( net capital loss))

ain, also enter in Part I, line 7 If ?loss ) , enter'-0- in Part I , line 7

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

2

3

51597039.

N/A

623591 05-01-06

20 12300507 788779

fnd

2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

2006 DEPRECIATION AND AMORTIZATION REPORT

990-PF

Form 990-PF Page 1 As et No

Description

Date Acquired

Method

Life

Une . N

Unadjusted Cost Or Basis

Bus % Excl

Reduction In Basis

Basis For Depreciation

Accumulated Depreciation

Current Sec 179

Current Year Deduction

.00 17

8228.

8228.

0.

00

17

12 90 .

12 90 .

0 M

3 FURNITURE AND FIXTURES 12 15 02 00D

.00

17

13944.

13944.

0.

4 FURNITURE AND FIXTURES 1-2 15 2 00f

..00 17

4882.

1841.

01 12 03 00D

.00 17

31637.

31637.

0.

1 14 3 OG

..00 17

6036.

6036.

0.

.00 17

9000.

9000.

0.

.00 17

74454

7445.

0.

.00

17

7464.

7464.

0.

10FURNITURE AND FIXTURES 6 18 4 001

.00 17

5680.

5680.

0.

12 11 06 00D

.00 19

430.

I FURNITURE AND FIXTURES 12 15 02 00D FFICE

ME NT

EQUIP

5 FFICE RENOVATION 6 OFFICE EQUIPMENT

11 18

2

00t

7 FURNITURE AND FIXTURES 04 17 03 00D 8 SI

RE AND FIXTURE

2 4

00

9 FURNITURE AND FIXTURES 08 04 03 00D

11 EQUIPMENT

5

3041.

2417.

333.

22.

430.

Total 930-Pt' Pg I eipr

628102 07-28- 06

96036.

(D) - Asset disposed

21

92565.

34 7 1.

2417 .

04

355.

• ITC, Section 179, Salvage , Bonus , Commercial Revitalization Deduction , GO Zone

CARS, & RUTH SHAPIRO FAMILY FOUNDATION

Form 990-PF

04-6135027

Interest on Savings and Temporary Cash Investments

Source

Statement

1

Amount

BANK - INTEREST ON SAVINGS BANK - TEMPORARY CASH INVESTMENT BROKER - TEMPORARY CASH INVESTMENT

25506. 2096473. 1110.

Total to Form 990-PF, Part I, line 3, Column A

2123089.

Dividends and Interest from Securities

Form 990-PF

BANK BROKER BROKER BROKER BROKER

Capital Gains Dividends

Gross Amount

Source GOVT BONDS & T-BILLS - CORP DIVIDENDS - GOVT BONDS & T-BILLS - GOVT BONDS & T-BILLS - GOVT BONDS & T-BILLS

Total to Fm 990-PF, Part I,

Form 990-PF

In 4

Statement

Column (A) Amount

681500. 264521. 340850. 256500. 4615254.

0. 0. 0. 0. 0.

681500. 264521. 340850. 256500. 4615254.

6158625.

0.

6158625.

Statement

Legal Fees

Description

2

3

(a) Expenses

(b) Net Invest-

(c) Adjusted

(d) Charitable

Per Books

ment Income

Net Income

Purposes

LEGAL FEES

34089.

17044.

17045.

To Fm 990-PF, Pg 1, In 16a

34089.

17044.

17045.

12300507

788779

fnd

Statement(s) 1, 22 2006.05000 CARL & RUTH SHAPIRO FAMILY FND

2,

3 1

CAIL & RUTH SHAPIRO FAMILY FOUNDATION

Form 990-PF

Accounting Fees

Description

ACCOUNTING FEES To Form 990-PF, Pg 1,

04-6135027

In 16b

Form 990-PF

Statement

(a) Expenses

(b) Net Invest-

(c) Adjusted

(d) Charitable

Per Books

ment Income

Net Income

Purposes

11000.

11000.

0.

11000.

11000.

0.

Other Professional Fees

Description

4

Statement

5

(a) Expenses

(b) Net Invest-

(c) Adjusted

(d) Charitable

Per Books

ment Income

Net Income

Purposes

PROFESSIONAL CONSULTANTS WEBSITE DEVELOPMENT

6491. 10380.

0. 0.

6491. 10380.

To Form 990-PF, Pg 1,

16871.

0.

16871.

In 16c

Form 990-PF

Taxes

Description

Statement

(a)

(b)

Expenses Per Books

Net Investment Income

(c) Adjusted Net Income

6

(d) Charitable Purposes

ANNUAL FRANCHISE TAX PAYROLL TAXES FEDERAL INCOME TAX STATE UNEMPLOYMENT TAXES

25. 8969. 647879. 2278.

0. 0. 0. 0.

0. 8969. 0. 2278.

To Form 990-PF, Pg 1,

659151.

0.

11247.

12300507 788779 fnd

In 18

23 Statement(s) 4, 5, 6 2006.05000 CARL & RUTH SHAPIRO FAMILY FND 1

04-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION

(a) Expenses Per Books

Description ANNUAL FEES TELEPHONE/INTERNET BUSINESS INSURANCE MISCELLANEOUS EXPENSES COMPUTER SOFTWARE CHARGES OFFICE SUPPLIES CORPORATE SERVICES PAYROLL SERVICE FEE POSTAGE/SHIPPING WORKERS' COMP. INSURANCE SUBSCRIPTIONS

To Form 990-PF, Pg 1,

Form 990-PF

In 23

(b) Net Investment Income

(d) Charitable

Net Income

Purposes

500. 1829. 2414. 2562. 1512. 2585. 309. 1728. 729. 379. 230.

0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.

0. 1829. 2414. 3002. 1512. 2585.

14777.

0.

14717.

U.S. Gov't

Other Gov't

X X

US TREASURY BILLS FEDERAL HOME LOAN BANK NOTES

7

(c) Adjusted

309. 1728. 729. 379. 230.

Statement

U.S. and State/City Government Obligations

Description

Total U.S.

Statement

Other Expenses

Form 990-PF

Government Obligations

8

Fair Market Value

Book Value 163831009. 39523080.

165180987. 39312599.

203354089.

204493586.

203354089.

204493586.

Total State and Municipal Government Obligations Total to Form 990-PF, Part II,

Form 990-PF

line 10a

COMMON & PREFERRED STOCKS

Total to Form 990-PF, Part II,

12300507 788779 fnd

Fair Market Value

Book Value

Description

line 10b

9

Statement

Corporate Stock

0.

0.

0.

0.

Statement (s) 7, 24 2006.05000 CARL & RUTH SHAPIRO FAMILY FND

8,

9 1

CARS, & RUTH SHAPIRO FAMILY FOUNDATION

Form 990-PF

04-6135027

Depreciation of Assets Not Held for Investment Cost or

Description

Other Basis

FURNITURE AND FIXTURES OFFICE EQUIPMENT FURNITURE AND FIXTURES FURNITURE AND FIXTURES OFFICE RENOVATION OFFICE EQUIPMENT FURNITURE AND FIXTURES FURNITURE AND FIXTURES FURNITURE AND FIXTURES FURNITURE AND FIXTURES EQUIPMENT

Total To Fm 990-PF, Part II,

In 14

Form 990-PF

Statement

10

Accumulated Depreciation

Book Value

8228. 1290. 13944. 4882. 31637. 6036. 9000. 7445. 7464. 5680. 430.

8228. 1290. 13944. 4591. 31637. 6036. 9000. 7445. 7464. 5680. 22.

0. 0. 0. 291. 0. 0. 0. 0. 0. 0. 408.

96036.

95337.

699.

Other Assets

Statement

11

Fair Market

Book Value

Description

Value

CONSTRUCTION IN PROGRESS ACCRUED INTEREST PAID ON BOND ACQUISITION

25000.

25000.

55800.

55800.

Total to Form 990-PF,

80800.

80800.

Part II, line 15

Form 990-PF

Other Liabilities

Description

Statement

Amount

0.

PAYROLL TAXES - WITHHELD Total to Form 990-PF,

12300507 788779 fnd

12

Part II,

line 22,

Column B

25 Statement(s) 10, 11, 2006.05000 CARL & RUTH SHAPIRO FAMILY FND

0.

12 1

04-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION

Form 990-PF

Statement

Part VIII - List of Officers, Directors Trustees and Foundation Managers

Name and Address

Title and Avrg Hrs/Wk

Employee Ben Plan Expense Contrib Account

Compensation

CARL SHAPIRO 2 N. BREAKERS ROW PALM BEACH, FL 33480

CHAIRMAN

RUTH SHAPIRO 2 N. BREAKERS ROW PALM BEACH, FL 33480

SECRETARY & TREAS.

RHONDA ZINNER c/o 399 BOYLSTON STREET BOSTON, MA 02116

13

0.

0.

0.

0.

0.

PRESIDENT 20.00

0.

0.

0.

ELLEN JAFFE c/o 399 BOYLSTON STREET BOSTON, MA 02116

TRUSTEE 4.00

0.

0.

0.

LINDA WAINTRUP c/o 399 BOYLSTON STREET BOSTON, MA 02116

TRUSTEE 4.00

0.

0.

0.

JEAN S. WHITNEY 112 WOODRIDGE ROAD WAYLAND, MA 01778

PROGRAM DIRECTOR 32.00

75248.

10855.

0.

75248.

10855.

0.

20.00

4.00

Totals included on 990-PF, Page 6, Part VIII

Form 990-PF

Part XV - Line la List of Foundation Managers

0.

& TRSTE

Statement

14

Name of Manager CARL SHAPIRO RUTH SHAPIRO

12300507 788779 fnd

Statement(s) 13, 26 2006.05000 CARL & RUTH SHAPIRO FAMILY FND

14 1

• .

04- 613soa1 FArnwY FoKN-bR11OrJ R^^cH SNPP1^Ro

S1ATt-^^

Status

Relationshi p

Prog ram Area

AccesSport America

Public Charity

None

Human Services

Project Support

$40,000

American Cancer Society

Public Charity

None

Health

Operating Support

$25,000

Amer. Friends of the Israel Phil. Orchest ra

Public Charity

None

Jewish Interests

Operating Support

$5,000

American Friends of Livnot U' lehibanot

Public Charity

None

Jewish Interests

Operating Support

$1,000

American Friends of the Israel Museum

Public Charity

None

Jewish Interests

Operating Support

$20,000

Amer. Friends of Weizmann Inst. of Sci .

Public Charity

None

Jewish Interests

Operating Support

$10,000

American Heart Association

Public Charity

None

Health

Operating Support

$10,000

American Jewish Committee

Public Charity

None

Jewish Interests

Operating Support

$20,000

American Society for the Technion

Public Charity

None

Jewish Interests

Operating Support

$25,000

Anti-Defamation League

Public Charity

None

Jewish Interests

Operating Support

$100,000

ARMDI

Public Charity

None

Jewish Interests

Operating Support

$25,000

Artists for Humanity

Public Charity

None

Arts & Culture

Project Support

$25,000

Associated Grant Makers

Public Charity

None

Other

Membership

$7,800

Associated Grant Makers

Public Charity

None

Other

Project Support

$20,000

Association of Small Foundations

Public Charity

None

Other

Membership

Autism Speaks

Public Charity

None

Health

Operating Support

$50,000

BalletRox

Public Charity

None

Arts & Culture

Project Support

$18,000

Belmont Hill School

Public Charity

None

Education

Operating Support

$2,500

Beth Israel Deaconess Medical Center

Public Charity

None

Health

Capital

$700,000

Beth Israel Deaconess Medical Center

Public Charity

None

Health

Operating Support

$31,000

BOSTnet

Public Charity

None

Human Services

Project Support

$40,000

Boston Ballet

Public Charity

None

Arts & Culture

Operating Support

$40,000

Boston Center for Independent Living

Public Charity

None

Human Services

Project Support

$20,000

Boston Chinatown Neighborhood Ctr

Public Charity

None

Human Services

Project Support

$25,000

The Boston Foundation

Public Charity

None

Human Services

Project Support

$10,000

Reci lent Name

Purpose of Grant

ISM PA4E Amount

$450

Oy- b13SoJ.-I CfMML

S?P1tjvENT -#If) P,4 6E 3,

R iii CRAP1R,O F Am%Lt RKn+bAmOO

Reci p ient Name

Status

Relationshi

Program Area

Pur p ose of Grant

Amount

Boston Medical Center

Public Charity

None

Health

Project Support

$25,000

Boston Symphony Orchestra

Public Charity

None

Arts & Culture

Operating Support

$45,000

Boys and Girls Clubs of Boston

Public Charity

None

Human Services

Project Support

$15,000

Brain Tumor Society

Public Charity

None

Health

Project Support

$10,000

Brandeis University

Public Charity

None

Education

Project Support

$51,500

Brandeis University

Public Charity

None

Education

Capital

$2,500,000

Brandeis University

Public Charity

None

Education

Capital

$350,000

Breast Cancer Research Foundation

Public Charity

None

Health

Operating Support

$11,500

Brigham & Women 's Hospital

Public Charity

None

Health

Capital

$1,600,000

Brigham & Women's Hospital

Public Charity

None

Health

Capital

$300,000

Brigham & Women 's Hospital

Public Charity

None

Health

Project Support

$574,000

Brimmer & May School

Public Charity

None

Education

Operating Support

$51,000

The Carroll Center for the Blind

Public Charity

None

Education

Project Support

$25,000

The Center for Teen Empowerment

Public Charity

None

Human Services

Project Support

$25,000

Chapel Hill Chauncy Hall School

Public Charity

None

Education

Operating Support

$5,000

Children 's Hospital

Public Charity

None

Health

Capital

$250,000

CityStage Co.

Public Charity

None

Arts & Culture

Project Support

$10,000

Clarke School for the Deaf

Public Charity

None

Human Services

Project Support

$15,000

Col. Daniel Marr Boys and Girls Club

Public Charity

None

Human Services

Operating Support

$500

Combined Jewish Philanthropies

Public Charity

None

Jewish Interests

Operating Support

$317,600

Community Art Center

Public Charity

None

Arts & Culture

Project Support

$15,000

Community Music Center

Public Charity

None

Arts & Culture

Project Support

$20,000

Community Rowing

Public Charity

None

Human Services

Project Support

$25,000

Cystic Fibrosis Foundation

Public Charity

None

Health

Operating Support

$10,000

D.E.A.F . Inc.

Public Charity

None

Human Services

Project Support

$40,000



' • 1QL & P, 11A

dy-6t3so17 SNAPIQo Farwt.Y FWA.00ATton1

Reci lent Name

Status

S7A7V-MEHT Relationshi

Program Area

Purp ose of Grant

I6- ,PnGE3 Amount

Dana Farber Cancer Institute

Public Charity

None

Health

Operating Support

$125,000

Facing History and Ourselves

Public Charity

None

Education

Operating Support

$25,000

Fed. Dorchester Neighborhood Houses

Public Charity

None

Arts & Culture

Project Support

$10,000

The Food Project

Public Charity

None

Human Services

Project Support

$35,000

Friends of the Boston Public Garden

Public Charity

None

Other

Operating Support

$2,500

Friends of the William E. Carter School

Public Charity

None

Education

Project Support

$35,000

Gift of Life Bone Marrow Foundation

Public Charity

None

Health

Operating Support

$35,000

Grantmakers in the Arts

Public Charity

None

Arts & Culture

Operating Support

$5,000

Hadassah

Public Charity

None

Jewish Interests

Project Support

$10,000

Handel and Haydn Society

Public Charity

None

Arts & Culture

Operating Support

$2,500

Harvard Graduate School of Education

Public Charity

None

Education

Operating Support

$2,500

Hebrew Senior Life

Public Charity

None

Jewish Interests

Project Support

$42,200

Hospice Foundation of PB County

Public Charity

None

Health

Project Support

$25,000

Huntington Theater Company

Public Charity

None

Arts & Culture

Project Support

$43,000

Huntington Theater Company

Public Charity

None

Arts & Culture

Capital

$25,000

Hyde Square Task Force

Public Charity

None

Arts & Culture

Project Support

$12,500

Inquilinos Boricuas en Action

Public Charity

None

Arts & Culture

Project Support

$15,000

Institute of Contemporary Art

Public Charity

None

Arts & Culture

Project Support

$15,000

Interfaithfamily .com

Public Charity

None

Jewish Interests

Operating Support

$2,500

Jewish Big Brother & Big Sister Assoc .

Public Charity

None

Jewish Interests

Project Support

$20,000

Jewish Comm. Ctrs of Greater Boston

Public Charity

None

Jewish Interests

Project Support

$30,000

Jewish Family and Children ' s Services

Public Charity

None

Jewish Interests

Operating Support

$30,000

Jewish Federation of PB County

Public Charity

None

Jewish Interests

Operating Support

$113,500

Jewish Guild for the Blind

Public Charity

None

Jewish Interests

Project Support

$5,000

o4-LI3So^7

• FAr+LL'/ F • C.AkL. I Rum SAp pltin Reci lent Name

DA'T1b0 Status

ST) TFMENT4/S PAG£ q Relationshi

Pro g ram Area

Pur p ose of Grant

Amount

Jewish Home for the Aged

Public Charity

None

Jewish Interests

Capital

$200,000

Jewish Home for the Aged

Public Charity

None

Jewish Interests

Project Support

$10,000

Jewish Theology Seminary

Public Charity

None

Jewish Interests

Operating Support

$3,600

Jewish Vocational Services

Public Charity

None

Jewish Interests

Project Support

$25,000

JFK Center for the Performing Arts

Public Charity

None

Arts & Culture

Operating Support

$25,000

Joslin Clinic

Public Charity

None

Health

Project Support

$50,000

Judge Baker Children 's Center

Public Charity

None

Human Services

Operating Support

$5,000

Kid's Wish Network

Public Charity

None

Human Services

Operating Support

$35

Kravis Center for Performing Arts

Public Charity

None

Arts & Culture

Capital

$300,000

Kravis Center for Performin g Arts

Public Charity

None

Arts & Culture

Operating Support

$30,000

Lafayette College

Public Charity

None

Education

Operating Support

$1,500

Leukemia and Lymphoma Society

Public Charity

None

Health

Operating Support

$22,500

Lymphoma Research Foundation

Public Charity

None

Health

Operating Support

$100,000

Lynne Cohen Fdn for Ovarian Cancer

Public Charity

None

Health

Operating Support

$1,500

MAB Community Services

Public Charity

None

Human Services

Project Support

$25,000

MassINC

Public Charity

None

Other

Operating Support

$5,000

Mujeres Unidas en Accion

Public Charity

None

Human Services

Project Support

$25,000

Muscular Dystrophy Association

Public Charity

None

Health

Operating Support

$10,000

Museum of Fine Arts

Public Charity

None

Arts & Culture

Project Support

$60,000

Nat. Center for Family Philanthropy

Public Charity

None

Other

Membership

$1,000

Nat. Council on Spinal Cord Injury

Public Charity

None

Health

Operating Support

$5,000

New England Eye Institute

Public Charity

None

Health

Project Support

$35,000

Norton Museum of Art

Public Charity

None

Arts & Culture

Capital

$100,000

Norton Museum of Art

Public Charity

None

Arts & Culture

Operating Support

$105,000

NYU Hospitals Center

Public Charity

None

Health

Project Support

$19,500

O^{^ 61350 1 ^R^& R^,^^yp $^AP1Rso ^AtrALy

Reci p ient Name

Fo-NppTlbt-)

S714l ) ENT * 15 , PAGE S

Status

Relationshi

Program Area

Pur p ose of Grant

ODWIN Learning Center

Public Charity

None

Education

Project Support

$25,000

One Family , Inc.

Public Charity

None

Human Services

Project Support

$35,000

Outdoor Explorations

Public Charity

None

Human Services

Project Support

$20,000

PB Community Chest United Way

Public Charity

None

Human Services

Operating Support

$107,000

Palm Beach Country Club Foundation

Public Charity

None

Arts & Culture

Operating Support

$4,000

PB County Assoc . for Retarded Citizens

Public Charity

None

Human Services

Project Support

$20,000

Palm Healthcare Foundation

Public Charity

None

Health

Operating Support

$5,000

Park School

Public Charity

None

Education

Operating Support

$42,500

Partners For Youth With Disabilities

Public Charity

None

Human Services

Project Support

$25,000

Piers Park Sailing

Public Charity

None

Human Services

Project Support

$25,000

Planned Parenthood

Public Charity

None

Health

Operating Support

$30,000

Preservation Society

Public Charity

None

Arts & Culture

Operating Support

$10,000

Project Hope

Public Charity

None

Human Services

Project Support

$30,000

Project STEP

Public Charity

None

Arts & Culture

Project Support

$12,500

Rehab Center for Children & Adults

Public Charity

None

Human Services

Operating Support

$10,000

Richard David Kann Melanoma Fdn

Public Charity

None

Health

Operating Support

$10,000

The Rivers School

Public Charity

None

Education

Operating Support

$3,000

Ronald McDonald House Charities

Public Charity

None

Human Services

Operating Support

$500

Sarah Lawrence College

Public Charity

None

Education

Operating Support

$5,000

Simon Wiesenthal Center

Public Charity

None

Jewish Interests

Operating Support

$10,000

Sippican Land Trust

Public Charity

None

Other

Operating Support

$20,000

Social Change Innovators

Public Charity

None

Human Services

Operating Support

$5,000

Society of Four Arts

Public Charity

None

Arts & Culture

Operating Support

$2,500

Spaulding Rehabilitation Hospital

Public Charity

None

Health

Operating Support

$2,500

Temple Israel

Public Charity

None

Jewish Interests

Operating Support

$3,600

Amount

o9 - 6 13S-,D),-7

• {LL

W SMAPIM FAMI-y r-0"bAT1cN

ST^Tn1ENT

-if P19GE

Status

Relationshi p

Pro g ram Area

Pur p ose of Grant

Tenacity

Public Charity

None

Human Services

Project Support

$35,000

TERC

Public Charity

None

Human Services

Project Support

$30,000

Thompson Island Outward Bound

Public Charity

None

Human Services

Project Support

$25,000

Trinity College

Public Charity

None

Education

Operating Support

$25,000

United South End Settlements

Public Charity

None

Arts & Culture

Project Support

$22,500

US Holocaust Memorial Museum

Public Charity

None

Jewish Interests

Project Support

$25,000

United Way of MA Bay

Public Charity

None

Human Services

Project Support

$10,000

University of Pennsylvania

Public Charity

None

Education

Operating Support

$2,500

Urban Improv

Public Charity

None

Arts & Culture

Project Support

$10,000

Vinfen Corporation

Public Charity

None

Human Services

Project Support

$25,000

VSA Arts of MA

Public Charity

None

Human Services

Project Support

$25,000

Wang Center

Public Charity

None

Arts & Culture

Project Support

$32,000

Wellesley College

Public Charity

None

Education

Operating Support

$5,000

Winsor School

Public Charity

None

Education

Operating Support

$5,000

Women 's Lunch Place

Public Charity

None

Human Services

Operating Support

$2,000

Zumix

Public Charity

None

Arts & Culture

Project Support

Reci lent Name

Total N umber of Organizations

Amount

$25,000 $10 ,159,785 130

Form'm0 Department of the Treasury Internal Revenue Service

^ See separate Instructions. 10, Attach to the corporation's tax return .

Form

2006

9 9 0 -PF

Employer identification number 04-6135027

Name CARL

OMB No 1545-0142

Underpayment of Estimated Tax by Corporations & RUTH SHAPIRO FAMILY FOUNDATION

Note: Generally, the corporation is not required to file Form 2220 (see Part II below for exceptions) because the IRS will figure any penalty owed and bill the corporation However, the corporation may still use Form 2220 to figure the penalty If so, enter the amount from page 2, line 34 on the estimated tax penalty line of the corporation's income tax return, but do not attach Form 2220

Required Annual Payment

Part !

1

Total tax (see instructions)

1

2a

2 a Personal holding company tax (Schedule PH (Form 1120), line 26) included on line 1 b Look-back interest included on line 1 under section 460(b)(2) for completed long-term contracts or of section 167(g) for depreciation under the income forecast method

2b

2c . . c Credit for Federal tax paid on fuels (see instructions) d Total . Add lines 2a through 2c 3 Subtract line 2d from line 1 If the result is less than $500, do not complete or file this form. The corporation

2d

..

does not owe the penalty 4 Enter the tax shown on the corporation's 2005 income tax return (see instructions) Caution : If the tax Is zero

3

Required annual payment . Enter the smaller of line 3 or line 4. If the corporation is required to skip line 4, 5 enter the amount from line 3 must file Form 2220 are checked, the corporation boxes below that apply. If any boxes Reasons for Filing - Check the Part 11 even if it does not owe a penalty (see instructions).

r,98507

The corporation is using the adjusted seasonal installment method The corporation is using the annualized income installment method

6 7 8

598507.

4

or the tax year was for less than 12 months , skip this line and enter the amount from line 3 on line 5 5

598507.

first re q uired installment based on the p rior year's tax

0 The co rp oration is a 'larcorp oration' fi g urin g 104xr* 111 Vin,,rinn t hn I Inrlnrn 1umont

9

10

11

Installment due dates . Enter in columns (a) through (d) the 15th day of the 4th ( Form 990 - PF fliers: Use 5th month ), 9th , and 12th months of the corporation ' s tax ytea Required Installments . If the box on line 6 and /or line 7 above is checked , enter the amounts from Sch A , line 38 If the box on line 8 (but not 6 or 7) is checked, see instructions for the amounts to enter If none of these boxes are checked, enter 25% of line 5 above in each col Special rules apply to corporations with assets of $ 1 billion or more ( see Instr) Estimated tax paid or credited for each period (see instructions ) For column (a) only , enter the amount

from line 11 on line 15

12 13 14 15 16 17

18

Complete lines 12 through 18 of one column before going to the next column. Enter amount , if any, from line 18 of the preceding column Add lines 11 and 12 Add amounts on lines 16 and 17 of the preceding column Subtract line 14 from line 13 . If zero or less , enter -0-

9

(a)

(b)

05/15/06

06/15/06

10

149627.

149627.

11

191000.

191000.

41373. 13 .232373. 12

09/15/06

149626.

12/15/06

149627. 220000 .

82746. 82746.

220000.

82 746

15 312 0 .

6 6 880.

14 15

If the amount on line 15 Is zero, subtract line 13 from line 14 Otherwise , enter -0-

2 32 37 3 . 0

Underpayment . If line 15 is less than or equal to line 10, subtract line 15 from line 10. Then go to line 12 of the next column . Otherwise , go to line 18 . .

d

c

17

0

66880

Overpayment . If line 10 Is less than line 15, subtract line 10 82 746 . 18 from line 15 Then g o to line 12 of the next column Go to Part IV on page 2 to figure the penalty Do not go to Part IV if there are no entries on line 17 - no penalty is owed.

JWA 612801

For Paperwork Reduction Act Notice , see separate Instructions .

Form 2220 (2006)

01-15-07

12300507

788779 fnd

27 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Form 990-PF Form MO ( 2006 ) Pert 13f

CARL

& RUTH

SHAPIRO FAMILY FOUNDATION

Page 2

Figuring the Penalty

19 Enter the date of payment or the 15th day of the 3rd month after the close of the tax year, whichever is earlier (see instructions ). (Form 990 - PF and Form 990-T filers : Use 5th month instead of 3rd month.) 20

04-6135027

19

Number of days from due date of Installment on line 9 to the date shown on line 19

21

Number of days on line 20 after 4/1 512 006 and before 7/1/2006

22

Underpayment on line 17 x Number of days on line 21 x 7% 365

23

Number of days on line 20 after 6/30/2006 and before 4/1/2007

24

Underpayment on line 17 x Number of days on line 23 x 8% 365

25

Number of days online 20 after 3/31/2007 and before 7/1/2007

26

Underpayment on line 17 x Number of days on line 25 X'% 365

27

Number of days on line 20 after 6/30/2007 and before 10/1/2007

28

Underpayment on line 17 x Number of days on line 27 x 365

29

Number of days on line 20 after 9/30/2007 and before 1/1/2008

30

Underpayment on line 17 x Number of days on line 29 x 365

31

Number of days on line 20 after 12/31/2007 and before 2/16/2008

32

Underpayment on line 17 x Number of days on line 31 x •% 366

33

Add lines 22, 24, 26, 28, 30, end 32

20

Seel Attached Worksheet

34 Penalty . Add columns (a) through (d), of line 33 . Enter the total here and on Form 1120, line 33,

1275. * For underpayments paid after March 31, 2007: For lines 26, 28, 30, and 32, use the penalty interest rate for each calendar quarter, which the IRS will determine during the first month in the preceding quarter. These rates are published quarterly in an IRS News Release and in a revenue ruling in the Internal Revenue Bulletin To obtain this information on the Internet, access the IRS website at www.irs .gov. You can also call 1-800-829-4933 to get interest rate information.

Form 2220 (2006)

JWA

612802 01-15-07

12300507 788779 fnd

28 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

Form 990-PF UNDERPAYMENT OF ESTIMATED TAX WORKSHEET

Identifying Number

Name ( s)

04-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION (A)

(B)

NDate

Amount

(C) Adjusted Balance Due

(D ) Number Days Balance Due

( E) Daily Penalty Rate

(F) Penalty

-0-

05/15/06

149627.

149627.

05/15/06

-191000.

-41373.

06/12/06

-191000.

-232373.

06/15/06

149627.

-82746.

09/15/06

149626.

66880.

12/11/06

-220000.

-153120.

12/15/06

149627.

-3493.

87

1275.

.000219178

1275.

Penalty Due ( Sum of Column F) • Date of estimated tax payment, withholding credit date or installment due date 612511 05-01-06

29 12300507

788779 fnd

2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

OMB No 1545-0172

For4562

Depreciation and Amortization

990-PF

2006

(Including Information on Listed Property)

Department of the Treasury Internal Revenue Service Name (s) shown on return

^ See separate instructions.

Attachment Sequence No 67 Identifying number

^ Attach to your tax return. Business or activity to which this form relates

CARL & RUTH SHAPIRO FAMILY FOUNDATION

orm 990-PF Page 1

)4-6135027 >mplete Part / 108000.

11 Election To Expense Certain Property Under Section 179 Note : If you have an v fisted property. complete Part V before Maximum amount. See the instructions for a higher limit for certain businesses 2 Total cost of section 179 property placed in service (see instructions) Threshold cost of section 179 property before reduction in limitation 4 Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter -0Dollar limitation for tax year Subtract line 4 from line 1 If zero or less, enter -0- If married filing separately , see Instructions 5

IP 1 2 3 4 5

(a) Description of property

6

(b) cost (business use only)

430000.

(c) Elected cost

7 Listed property. Enter the amount from line 29 _ 1 7 1 8 Total elected cost of section 179 property. Add amounts in column (c), lines 6 and 7 9 Tentative deduction. Enter the smaller of line 5 or line 8 10 Carryover of disallowed deduction from line 13 of your 2005 Form 4562 11 Business income limitation. Enter the smaller of business income (not less than zero) or line 5 12 Section 179 expense deduction. Add lines 9 and 10, but do not enter more than line 11 13 Carryover of disallowed deduction to 2007. Add lines 9 and 10, less line 12 ^ 13 Note : Do not use Part ll or Part 111 below for listed property. Instead, use Part V.

9

Part It I Special Depreciation Allowance and Other Depreciation (Do not include listed propel 14 Special allowance for qualified New York Liberty or Gulf Opportunity Zone property (other than listed property) placed in service during the tax year . 15 Property subject to section 168(f)(1) election 18 Other deorectatlon (including ACRS) cart HII I MACRS Depreciation (Do not include listed property.) (See Instructions.) Section A 17 MACRS deductions for assets placed in service in tax years beginning before 2006

.

18 If you are electing to group any assets placed in service during the tax year Into one or more general asset accounts , check here

333.

17 ^

Section B - Assets Placed in Service During 2006 Tax Year Using the General Depreciation System (a) Classification of property

19a c

h i

(b) Month and year placed in service

3-year property 5-year p ro p ert y 7-year propert y 10 O -year property

(c) Basis for depreciation (buslnesslnvestment use only - see Instructions)

(d) Recovery pe ri od

430. 5 Yrs.

(f) Method

MQ

200DB

(g) Depreciation deduction

22.

S/L MM S/L MM S/L MM 39 yrs. / Nonresidential real property / MM S/L Section C - Assets Placed in Service During 2006 Tax Year Using the Alternative Depreciation System Residential rental property

27.5 yrs. 27.5 yrs.

/ /

20a b c

Class life 12 ear 12 yrs. 40-year 40 yrs. I partly I Summary (see instructions) 21 Listed property. Enter amount from line 28 22 Total . Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21. Enter here and on the appropriate lines of your return. Partnerships and S corporations - see ins 23 For assets shown above and placed in service during the current year, enter the portion of the basis attributable to section 263A costs 23 e10-17-06

( e) Convention

MM

S/L S/L S/L

LHA For Paperwork Reduction Act Notice , see separate instructions.

12300507 788779 fnd

30 2006.05000 CARL & RUTH SHAPIRO FAMILY

355.

Form 4562 (2006)

FND

1

Forrri 4562 (2006) CARL & RUTH S HAP I RO FAMILY FOUNDATION 04-6135027 Page 2 r Listed Property (Include automobiles, certain other vehicles, cellular telephones, certain computers, and property used for entertainment, recreation, or amusement.) Note: For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a, 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable. Section A - Depreciation and Other Information (Caution : See the instructions for limits for passenger automobiles.) zga

UU

UU IIAVe UVIUYIIGM LU SUFI

(a) Type of property (list vehicles first)

Ull the UUSlli bb/IIIVCbthhlClll use l:Io1111Bu I

(b) Date placed in service

(c) Business/ investment use percentage

(CO Cost or other basis

L_.l Tes

Z40 IT - T es - is Tne evide nce wnrten"r L

II NO

(e)

(0 Recovery period

Basis for depredation (business/investment use only)

(9) Method/ Convention

25 Special allowance for qualified New York Liberty or Gulf Opportunity Zone property placed in service during the tax year and used more than 50% in a q ualified business use

(h) Depreciation deduction

J Yes I_-_J No

(1) Elected section 179

cost

25

27 Prooertv u S/L S/L

% 28 Add amounts in column (h), lines 25 through 27. Enter here and on line 21, page 1 29 Add amounts in column (i), line 26. Enter here and on line 7, page 1

28

29 Section B - Information on Use of Vehicles Complete this section for vehicles used by a sole proprietor, partner, or other more than 5% owner," or related person. If you provided vehicles to your employees, first answer the questions in Section C to see if you meet an exception to completing this section for those vehicles.

30 Total businesslinvestment miles driven during the year (do not include commuting miles) 31 Total commuting miles driven during the year 32 Total other personal (noncommuting) miles driven 33 Total miles driven during the year. Add lines 30 through 32 34 Was the vehicle available for personal use during off-duty hours? 35 Was the vehicle used primarily by a more than 5% owner or related person? 36 Is another vehicle available for personal use?

(b) Vehicle

(a) Vehicle

Yes

No

Yes

(c) Vehicle

No

Yes

(d) Vehicle

No

Yes

(f) Vehicle

(e) Vehicle

No

Yes

No

Yes

No

Section C - Questions for Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than 5% owners or related persons. No 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your Yes employees? . 38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your employees? See the instructions for vehicles used by corporate officers, directors, or 1 % or more owners 39 Do you treat all use of vehicles by employees as personal use? 40 Do you provide more than five vehicles to your employees, obtain information from your employees about the use of the vehicles, and retain the information received? . 41 Do you meet the requirements concerning qualified automobile demonstration use? Note: If your answer to 37, 38, 39, 40, or 41 is "Yes, " do not complete Section B for the covered vehicles. Amortization (a) Description of costs

(b) Daleamortful n begins

Nc) Amortizable amount

(d) Code section

(e) Amortzaton rieliod or pet ruSOE

(f) Amortization for this year

42 Amortization of costs that begins during your 2006 tax year:

43 Amortization of costs that began before your 2006 tax year 44 Total. Add amounts in column (f). See the instructions for where to report

43 44 Form 4562 (2006)

616252/10.17-06

12300507 788779 fnd

31 2006.05000 CARL & RUTH SHAPIRO FAMILY

FND

1

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