2007 Carl & Ruth Shapiro Family Foundation 990 (includes Madoff Investment)

Return of Private Foundation

990-PF

Form

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

•

Department of die Treasury

Inte.kml Revenue Service (I7)

Amended return

Final return

Number and street (or P O box number if mail is not delivered to street address)

04-6135027 Room/suite

C If exemption application Is pending , check here

02116

0 1 • Foreign organizations , check here 2. Foreign organizations meeting the 85 % test, check here and attach computation

H Check typ e of org anization c 3 exempt private foundation 0 Section 501 ()() chartable trust Li Other taxable p rivate foundation 0 Section 4947 ( a )( 1 ) nonexem pt Fair market value of all end of year Accounting method 0 Accrual I assets at J 0 Cash Other (specify ) (from Part ll, col. (c), line 16) 0 ^$ 323 , 91 2 042 . (Part 1, column (d) must be on cash basis.) P t I Analysis of Revenue and Expenses ( a) Revenue and ( b) Net investment (The total of amounts in columns ( b), (c), and (d) may not income ex p enses p er books necessarily equal the amounts in column (a))

3

E If priva t e f oun d a t ion s t a t us was t erm i na t e d under section 507 (b)(1)(A), check here ^ Li F If the foundation is in a 60-month termination under section 507 ( b )( 1 ) B ), check here ^0

Check ^ Li It the foundation is not required to attach Sch B and temporary t estments s cash i nv

4 Dividends and interest from securities 5a Gross rents

( d) Disbursements

( c) Adjusted net

for chartable purposes (cash basis only)

income

7 1, 3 21 , 0 9 0

1 Contributions , gifts, grants , etc , received 2

8 Telephone number

( 617 ) 778-7999

75 PARK PLAZA

See Specific City or town , state, and ZIP code Instructions .

MA

2007

[XI Address chan g e 0 Name chan a e A Employer identification number

Otherwise , CARL & RUTH SHAPIRO FAMILY FOUNDATION

BOSTON ,

I

, and ending

[=1 Initial return G Check all that a I Name of foundation Use the IRS label.

ortype .

is.

Note: The foundation may be able to use a copy of this return to satisfy state reporti

For calendar year 2007 , or tax year beginning

print

OMB No 1545-0052

N/ A

421,529.

421,529.

TATEMENT 1

11,726,154 .

11,726 , 154.

TATEMLNT 2

b Net rental Income or (loss)

31,543,649.

6a Net gain or (loss) from sale of assets not on line 10

b Gross sales price for all 451 533 , 267. assets on line 6a /

y

7

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

cc

8 9

Net short -term capital gain Income modifications

1 31,543,649. [;}

Gross sales less returns 10a and allowances

b Less Cost of goods sold

c Gross profit or (loss)

11 Other income 12 13 14 4

Compensation of officers , directors ,

b Accounting fees

:::W c Other professional fees _> 17 Interest

Ur E

18 Taxes 19

S TATEMENT

0 .

9 4 , 10 4 .

0.

9 4 10 4 .

28, 575 .

0.

28,575 .

6

34 , 814. 10,000. 5, 899 .

17,407. 10 , 000. 0.

17,407. 0. 5,899 .

STMT 7

458, 669.

0.

16,176.

41 , 812 .

0 .

82,676. 7 , 930 .

0. 0.

15 Pension plans , employee benefits

^dCL

0.

9 5 , 111 .

trustees, etc

Other employee salaries and wages

to ray 16a Legal fees

1 2

3 , 493.

115 , 015 , 915 . 43 , 691 , 332 .

Total . Add lines 1 throu g h 11

STMT

4

STMT 5 STMT

Depreciation and depletion

20 Occupancy 2 4 21 Travel, conferences , and meetings s

22 Printing and publications STMT a 23 Other expenses ci 24 Total operating and administrative expenses . Add lines 13 through 23 a 0 25 Contributions , gifts, grants paid 26 Total expenses and disbursements. Add lines 24 and 25 27 Subtract line 26 from line 12

8

a Excess of revenue over expenses and disbursements

82,676. 7 , 930 .

128 .

0 .

12 8 .

29,251.

9,923.

13,273.

888 , 969 . 12

95,111

37

3 3 0.

361 2 7 9.

, 884, 837 .

13 773 806.

12,884,837. 37 , 330.

13 246 116.

101,242,109 .

b Net Investment Income ( if negative, enter -0-) 43,654,002. c Ad j usted net Income Itn egative, enter -0LHA For Privacy Act and Paperwork Reduction Act Notice , see the Instructions.

NSA

Form 990-PF (2007)

723501

02-20-08

ptt

I

T

Form 990-PF (20071

P

^}

CART,

B a l ance Sh ee t s

&

04-6135027

RUTH SHAPIRO FAMILY FOUNDATION Beginning of year (a) Book Value

Attached schedule, andamounts Inthedescripbon column should beforend -of-year amounts only

1 Cash - non-Interest-bearing 2 Savings and temporary cash investments 3 Accounts receivable ^ Less allowance for doubtful accounts ^ 4 Pledges receivable ^ Less. allowance for doubtful accounts ^ 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons

(b) Book Value

Pane2

End of year (c) Fair Market Value

88 , 046.

145,548.

49,447,453.

100,415,876.

145,548. 10 0,

15,876.

Oft notes and loans receivable

7

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

STMT

10

STMT 11

b investments - corporate stock

2 , 950. 2,950. 2,950. 203,354 , 089. 207,383,982. 209,732 , 130. 0. 12,804,800. 141F000,012.

c Investments - corporate bonds 11

12 13

Investments - land buildings, and equipment basis

^

Less. accumulated depreciation

^

Investments - mortgage loans Investments - other

14 Land, buildings, and equipment basis ^ Less accumulated depreciation

15 Other assets (describe ^

tLu J

699.

810,738.

810 , 738.

80 ; 800.

0.

0.

252 , 974 , 037.

322 , 759 , 106.

323 , 912 , 042.

0.

0.

29,046,392.

29,046,392 .

Total assets to be com p leted by all filers Accounts payable and accrued expenses Grants payable Deferred revenue

20

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

21 22

Mortgages and other notes payable Other liabilities (describe ^

23

Total liabilities ( add lines 17 throu g h 22 ) Foundations that follow SFAS 117, check here and complete lines 24 through 26 and lines 30 and 31. Unrestricted Temporarily restricted

26

LL Y

137,149. STATEMENT 13 ^

16 17 18 19

24 25 m

947,887.

STMT 1210-

Permanently restricted Foundations that do not follow SFAS 117, check here and complete lines 27 through 31.

^

^ 0

27 Capital stock, trust principal, or current funds 28

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

29 Retained earnings, accumulated income, endowment, or other funds Z 30 Total net assets or fund balances

31 Total liabilities and netassets /fund balances

p 1 2 3 4 5 6

^^f

0.

0 .

223 , 927 , 645. 252 974 037.

293 , 712,714 . 322,759,106.

252 , 974 , 037.

322 , 759 , 106 .

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 prior year's return) Enter amount from Part I, line 27a Other increases not included in line 2 (itemize) ^ Add lines 1, 2, and 3 Decreases not Included in line 2 (itemize) ^ Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column

723511 02-20-08

111252,974,037. 2 101,242,109.

SEE line 30

STATEMENT

9

354,216,146. 31,457,040. 322,759,106. Form 990-PF (2007)

04-6135027

Form990-PF(2007) CARL & RUTH SHAPIRO FAMILY FOUNDATION Part tV Capital Gains and Losses for Tax on Investment Income (b How acquired - Purchase 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 )

( c) Date acquired ( mo , day , yr)

Pag e 3

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

la

b

SEE ATTACHED STATEMENT

C d

e (e) Gross sales price

( f) Depreciation allowed (or allowable )

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

(g) Cost or other basis plus expense of sale

a b C

d

e

31,543,649.

419,989,618.

451,533,267.

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

(I) Gains ( Col (h) gain minus col (k), but le ss th an -0-) or (f rom col

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

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

a b C

d

e

31,543,649.

2 Capital gain net income or ( net capital loss )

t If Pain,;also enter in Part I , line 7 } If loss , enter -0- in Part I , line 7

31 , 543 , 649.

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

N/A

I Part V I Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (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 M No

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

( b) qualifying distributions

2006 2005 2004 2003

9,794 258. 6,706,051. 3,345,224. 6,809,240.

2002

7

700 592.

Distribution ratio (col (b) divided by col (c))

(c) Net value of nonchantable - use assets

212,735,342. 170 221,426. 155,208 719. 148,563,393.

.046040 .039396 .021553 .045834

139 233

.055307

371.

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

2

.208130

3

.041626

4 Enter the net value of nonchardable -use assets for 2007 from Part X , line 5

4

5 Multiply line 4 by line 3

5

11,106,276.

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

5

436 , 540.

7 Add lines 5 and 6

7

11,542,816.

8 Enter qualifying distributions from Part XII , line 4

8

13,246,116.

266,811

,033.

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 723521/02-20-08

Form 990-PF (2007)

r

Form 990-PF (2007)

Pert Vl

CARL &

RUTH

SHAPIRO FAMILY

04- 6135027

FOUNDATION

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 ^ EX 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 4 5 6 a b c d 7

Add lines 1 and 2 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) Tax based on Investment Income . Subtract line 4 from line 3 If zero or less, enter -0Credits/Payments 6a 2007 estimated tax payments and 2006 overpayment credited to 2007 _ 6b Exempt foreign organizations - tax withheld at source 6c Tax paid with application for extension of time to file (Form 8868) 6d Backup withholding erroneously withheld Total credits and payments Add lines 6a through 6d if Form 2220 is attached Enter any penalty for underpayment of estimated tax Check here Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed

8 9 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 2008 estimated tax ^

Part VII-A

1

0.

3

436,540.

4

0.

5

436,540.

7

442,218.

8

4,931.

9 10 11

747 .

442,218.

^

^ 7 4 7 . 1 Refunded ^

4a b 5 6

7

0.

Statements Regarding Activities

managers ^ $

3

436,540.

2

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 campaign? 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 1 a 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 (if any) of tax on political expenditures (section 4955) imposed during the year 0. (2) On foundation managers ^ $ 0. (1) On the foundation ^ $ on foundation foundation during year for political expenditure tax imposed the e Enter the reimbursement (if any) paid by the 2

Page4

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions)

Yes No 1a lb

X X

1c

X

2

X

3 4a 4b

X X

5

X

0.

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. 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 Did the foundation have unrelated business gross income of $1,000 or more during the year? N/A If 'Yes,' has it filed a tax return on Form 990 -T for this year? Was there a liquidation, termination, dissolution, or substantial contraction during the year? If "Yes, " attach the statement required by General Instruction T. 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? Did the foundation have at least $5,000 in assets at any time during the year?

6 7

X X

8b

X

If "Yes," complete Part fl, col. (c), and Part XV. 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 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(I)(5) for calendar year 2007 or the taxable year beginning in 2007 (see instructions for Part XIV)? If "Yes," complete Part XIV 10 Did any persons become substantial contributors during the tax year? If 'Yes.* attach a schedule listing their names and addresses

9

X

10

X

Form 990-PF (2007)

723531 02-20-08

Form 990 -PF (2007)

CARL

& RUTH

SHAPIRO FAMILY FOUNDATION

Page 5

04-6135027

Part allA 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)? it 'Yes,* attach schedule (see instructions) b if 'Yes ,' did the foundation have a binding written contract in effect on August 17, 2006, covering the interest, rents , royalties, and N/A annuities described in the attachment for line 1la' 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?

Websiteaddress ^ WWW.SHAPIROFAMILYFDN.ORG 14 The books are in care of ^ WELLESLEY CAPITAL MANAGEMENT,

Locatedat ^ ONE WASHINGTON STREET,

SUITE 202,

INC.

11b 12 13

X

X X

Telephone no ^ (7 81) 2 35 -610 7

WELLESLEY,

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

11a

^ ^

N/A

15

Part VU-B 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 persons _ (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 )?

b

c 2 a

b

c

Yes

No

0 Yes [K] No 0 Yes [I No Yes 0 No Yes 0 No

Yes EI No (6) Agree to pay money or property to a government officials ( 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 ) Yes 0 No If any answer is 'Yes'to la ( 1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations N/A 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 ^ 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 2007? Taxes on failure to distribute income ( section 4942) (does not apply for years the foundation was a private operating foundation defined in section 4942( l)(3) or 4942 (j)(5))* At the end of tax year 2007, did the foundation have any undistributed income ( lines 6d and 6e, Part XIII ) for tax year( s) beginning before 2007' = Yes No If 'Yes' list the years ^ 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 N/A statement - see instructions .) If the provisions of section 4942 (a)(2) are being applied to any of the years listed in 2a, list the years here

1b

1c

X

2b

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year?

Yes M No b If 'Yes ' did it have excess business holdings in 2007 as a result of (1) any purchase by the foundation or disqualified persons after May 26 , 1969, (2 ) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943 ( c)(7)) to dispose of holdings acquired by gift or bequest , or (3) the lapse of the 10- , 15-, or 20-year first phase holding penod' (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings In 2007.) N/A 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? b Did the foundation make any investment in a prior year ( but after December 31, 1969) that could jeopardize its charitable purpose that

3b 4a

X

X Form 990-PF (2007)

723541 02-20-07

04-6135027 CARL & RUTH SHAPIRO FAMILY FOUNDATION ! Part VII-B I Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a Dunng the year did the foundation pay or incur any amount to 0 Yes (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, = Yes any voter registration dnve? =Yes (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)? = Yes (5) Provide for any purpose other than religious , charitable , scientific , literary , or educational purposes, or for = Yes the prevention of cruelty to children or animals? b if any answer is 'Yes' to 5a ( 1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance ( see instructions ) ? Organizations relying on a current notice regarding disaster assistance check here c If the answer is'Yes'to question 5a(4), does the foundation claim exemption from the tax because it maintained N/A Yes 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 ves . did the foundation receive any proceeds or have any net income attributable to the transaction?

p 1

VIII

EXI

No 0 No 0 No M No N/A

5b

^0 No

Yes

No 6b

Yes 0 No N/A

X

7b

Officers, Directors, Trustees, Foundation Managers, Highly Infoaidati About Employees

List all officers. directors . trustees . foundation managers and their compensation. (a) Name and address

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

SEE STATEMENT 14

2

0 No

(c) Compensation If not aid , ( enter p0

95,111.

(d)contnbutonsto o^eAeneft Wns

caon

aed

12 , 079.

(e) Expense account, other allowances

0.

Gomoensation of live mahest-paid emulovees (other than those included on line 1). It none. enter "NONE."

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

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

(c) Compensation

(d) Con t oIto ,ndele,ed comvensauon

(e) Exp ense account, other allowances

NONE

Total number of other employees paid over $50,000

723551 02-20-08

^ I U Form 990-PF (2007)

Form 990-PF (2007) 04-6135027 CARL & RUTH SHAPIRO FAMILY FOUNDATION Information About Officers, Directors , Trustees , Foundation Managers , Highly Pa>'t Ytli 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

(b) Type of service

Pagel

(c) Compensation

NONE

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

0

{ Part 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

Expenses

N/A

2

3

4

I Part IX- B I Summary of Proaram - 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 throu g h 3

0 .

Form 990-PF (2007)

723561 02-20-08

Form 990-PF (2007 ) Part k 1 ' a b c

CARL

&

RUTH

SHAPIRO

FAMILY

FOUNDATION

Page 8

04-61350 27

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 Average of monthly cash balances Fair market value of all other assets

1a 1b 1c

1d

d Total ( add lines la , b, and c ) e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) 2 Acquisition indebtedness applicable to line 1 assets

le

197 , 983 , 139. 72

,

820,018 . 70 , 988 .

270, 874, 145.

0. 2

0

3

Subtract line 2 from line l d

3

270 , 874,145 .

4

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

4

, 063 , 112 . 266 , 811 , 033 . 13,340,552 .

5 6

Foii m

5 6

Distributable Amount (see instructions) (Section 4942(j)(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 2a 2a Tax on investment income for 2007 from Part VI, line 5 2b b Income tax for 2007 (This does not include the tax from Part VI) c Add lines 2a and 2b 3 Distributable amount before adjustments Subtract line 2c from line 1 4 Recoveries of amounts treated as qualifying distributions 5 Addlines3and4 6 Deduction from distributable amount (see instructions) 7 Distributable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII, line 1

1

1

Part XIl

4

13 , 340,552.

436,540.

2c

436 , 540.

3 4

12 , 904,012 . 0 . 12 , 904,012 .

5 6 7

0

12 , 904 , 012 .

Qualifying Distributions (see instructions)

1

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 protects that satisfy the a Suitability test (prior IRS approval required) b Cash distribution test (attach the required schedule) 4 Qualifying distributions . Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 5 Foundations that quality under section 4940(e) for the reduced rate of tax on net investment 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.

1a 1b 2 3a 3b 4

13

,

246

,

116. 0.

13 , 246,116.

5

436 , 540.

6

12 , 809 , 576.

foundation qualifies for the section

Form 990-PF (2007)

723571

o2-20-08

r

,

Fomm990-PF(2007) part X11iG

1

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

Undistributed Income (see instructions) (a)

(b)

(c)

(d)

Corpus

Years prior to 2006

2006

2007

Distributable amount for 2007 from Part XI,

12,904 , 012.

line? 2

Page9

Undistributed Income , If any, as of the end of 2006

a Enter amount for 2006 only

0

b Total for prior years

0. 3 Excess distributions ca rryover, If any, to 2007

1 , 054 , 439.

a From 2002 b From 2003 c From 2004 d From 2005

354 505.

eFrom2006

1 , 408,944.

I Total of lines 3a throug h e 4 Qualifying distributions for 2007 from

Part XII, line 4 ^ $

13 2 4 6

116 .

a Applied to 2006, 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 2007 distributable amount e Remaining amount distributed out of corpus 5

0 0. 0

12,904,012. 342,104. 0.

Excess distributions carryover applied to 2007 (if an amount appears In column (d), the same amount

0

must be shown In column (a) )

6 Enter the net total of each column as indicated below: a Corpus Add lines 3f, 4c, and 4e Subtract line 5

1

(

751

,

048

.

b Prior years' undistributed income Subtract line 4b from line 2b c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which

0.

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 2006 Subtract line 4a from line 2a Taxable amount - see instr f Undistributed income for 2007 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2008 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) 8 Excess distributions carryover from 2002 not applied on line 5 or line 7 9 Excess dIstributions carryover to 2008. Subtract lines 7 and 8 from line 6a 10 Analysis of line 9

0

0

0 .

1 , 054 , 439.

696 , 609.

a Excess from 2003 b Excess from 2004 c Excess from 2005

d Excess from 2006 e Excess from 2007

354 , 505. 342 , 104. Form 990-PF (2007)

723581 02-20-08

CARL & RUTH SH APIRO FAMILY FO UNDATION Form 990-PF ( 2007 ) P V Private Operating Foundations (see 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 2007 , enter the date of the ruling b Check box to indicate whether the foundation is a p rivate o eratm foundation described in section Tax year Prior 3 years 2 a Enter the lesser of the adjusted net 2007 ( b) 2006 ( c) 2005 a) ( income from Part I or the minimum 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

04-6135027

Page 10

N/A

4942 (1)( 3 ) or ( d) 2004

0 4942h)(5) (e) Total

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 (j)(3)(B)(i) b 'Endowment' alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed alternative test - enter 'Support' c (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 (I)(3)(B)(ni) (3) Largest amount of support from an exempt organization

( 4 ) Gross investment income

P 1

XV 1 Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year- see the instructions.) 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 if they have contributed more than $5 ,000) (See section 507(d)(2) )

SEE STATEMENT 15 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 ^ EXI 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

723601/02-20-08

Form 990-PF (2007)

Form 990-PF ( 2007 )

CARL

& RUTH SHAP IRO FAMILY FOUNDATION

04-613 5027

Page 11

mentary Information 3

Grants and Contributions Paid Durina the Year or Anoroved for Future Payment

Recipient Name and address ( home or business )

If recipient is an individual, show any relationship to any foundation manager or substantial contributor

Foundation status of recipient

Purpose of grant or contribution

Amount

a Paid during the year

SEE SCHEDULE ATTACHED

Total

ONE

PUBLIC CHARITIES VARIOUS

12884837.

^ 3a

12884837.

b Approved for future payment

NONE

Total 723611/02-20-08

0. 1111- 3b 1 Form 990-PF (2007)

Form 990-PF (2007) PaftXVl-A

CARL & RUTH SHAPIRO FAMILY FOUNDATION

1 Pro gram service revenue. a b c d e t 9 Fees and contracts from government agencies 2 Me mbership dues and assessments 3 Int B rest on savings and temporary cash my estments 4 Div idends and interest from securities 5 Nett rental income or (loss ) from real estate a Debt-financed property b Not debt-financed property 6 Nett rental income or ( loss) from personal proo perty 7 Ot h er investment income 8 Gai n or (loss ) from sales of assets other tha ninventory 9 Net income or ( loss) from special events 10 Gr o ss profit or ( loss) from sales of inventory 11 0th er revenue a FEDERAL TAX OVERPAYMENT b APPLIED c d e 12 Su ) total 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

Line No . y

Page 12

Analysis of Income - Producing Activities

Enter cro ss amounts u nless otherwise indicated

Pat XVI»I3

04-6135027

(e)

c ai des by section 512 , 513 , or 514

Unrelat ed business income (a) Business code

(b) Amount

Ex^ „_ s ee

0.

Related or exempt function income

( d) Amount

14 14

421,529. 11,726 , 154.

18

31,543 649.

18

3 , 493.

4 3 6 9 4 8 2 5. 13

0. 43,694,825.

Relationship of Activities to the Accomplishment of Exempt Purposes

Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation ' s exempt purposes ( other than by providing funds for such purposes)

Form 990-PF (2007)

04-6135027 Form 990-PF (2007) CARL & RUTH SHAPIRO FAMILY FOUNDATION Information Regarding Transfers To and Transactions and Relationships With Noncharitable X.VII P 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 nonchardable exempt organization of. (1) Cash (2) Other assets b Other transactions (1) Sales of assets to a nonchantable exempt organization (2) Purchases of assets from a nonchantable exempt organization

Pa g e 13

Yes Nc

1.( i ) 1a(2)1

X X

1b 1

X X

1b ( 2 ) 1 b (3 ) (3) Rental of facilities, equipment, or other assets 1b ( 4 ) (4) Reimbursement arrangements 1 b(5) (5) Loans or loan guarantees 1 b ( 6) (6) Performance of services or membership or fundraising solicitations 1c c Sharing of facilities, equipment, mailing lists, other assets, or paid employees her any 'Yes, complete the following schedule Column (b) should always show the fair market value of the goods, ass ets, d If the answer to of the above is ot or services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing arrangement, sh ow 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? b If'Yes ' complete the following schedule (b) Type of organization (a) Name of organization

0 Yes (c) Description of relationship

N/A

Under penalties of perjury, I declare that I have examined this return , including accompanying schedules and statements , and to the best of my knowledge and belief, it is true , correct, and complete Declarat n of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge

d

' Signature of officer r trustee L

Preparers , signature

p, m

`o

Firm's name (or yours

a

If self-envlo v, addrs, andZlPcode

723622 o2-20-08

KONI (-W P ER 6440 PARK AVENUE ' NEW YORK , N

&

CO

X X X X X

® No

Schedule B

Schedule of Contributors

OMB No 1545-0047

(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)

2007 I Employer identification number

Name of organization

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

0 4947(a)(1) nonexempt charitable trust not treated as a private foundation 0 527 political organization Form 990-PF

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

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 Rules-

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)(vl), 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.

723451 12-27-07

Schedule B (Form 990 , 990-EZ, or 990 -PF) (2007)

5 of Pen i Employer Identification number

Name of organization

04-613502

& RUTH SHAPIRO FAMILY FOUNDATION P

I

Contributors (See Specific Instructions.)

1

Person

2 NORTH BREAKERS ROW #45

Payroll Noncash

(c) Aggregate contributions

RUTH SHAPIRO 12,945,654.

$

(c) Aggregate contributions

SHAPIRO FAMILY CHARITABLE LEAD TRUST C/0 ONE WASHINGTON STREET,

STE 202

(d) Type of contribution

Person 14,077,399.

$

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

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

(a) No.

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

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

WELLESLEY,

(d) Type of contribution

Person

PALM BEACH, (a) No.

0

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

FL 3 3 4 8 0

2 NORTH BREAKERS ROW #45

4

4,120,643.

$

(b) Name, address , and ZIP + 4

(a) No.

3

(d) Type of contribution

CARL S HAP I RO

PALM BEACH,

2

(c) Aggregate contributions

(b) Name, address , and ZIP + 4

(a) No.

(c) Aggregate contributions

(d) Type of contribution

Person

CARL SHAPIRO

Payroll

2 NORTH BREAKERS ROW #45

5

RUTH SHAPIRO

(a) No.

2,583,300.

$

(d) Type of contribution

Payroll Noncash (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

RUTH SHAPIRO

Person

2 NORTH BREAKERS ROW #45

Payroll Noncash

PALM BEACH, 7 17 1 9 - 9 7.n7

OX

Person

2 NORTH BREAKERS ROW #45

6

(c) Aggregate contributions

(b) Name , address, and ZIP + 4

PALM BEACH,

Noncash

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

FL 3 3 4 8 0

PALM BEACH, (a) No.

2,497,190.

$

FL 33480

$

117,887.

EX

(Complete Part II if there is a noncash contribution.] Schedule B (Form 9 90 . 990-EZ . or 990 - PF) (2007)

Schedule B (Form 990, 990-EZ or

5 of Part i

Employer Identification number

Name oforganization

04-61350

CARL & RUTH SHAPIRO FAMILY FOUNDATION Rare I

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

(a) No.

7

Person

El

2 NORTH BREAKERS ROW #45

Payroll Noncash

OX

677,400.

$

(Complete Part II if there is anoncashcontnbution.)

FL 33480 (c) Aggregate contributions

(b) Name , address, and ZIP + 4

(a) No.

(d) Type of contribution

CARL SHAPIRO

Person

0

2 NORTH BREAKERS ROW #45

Payroll Noncash

Q M

(b) Name , address , and ZIP + 4

(a) No.

879,400.

$

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

FL 3 3 4 8 0

PALM BEACH,

9

(d) Type of contribution

CARL SHAPIRO

PALM BEACH,

8

(c) Aggregate contributions

(c) Aggregate contributions

RUTH SHAPIRO

(d) Type of contribution

Person

El

Payroll

2 NORTH BREAKERS ROW #45

10

CARL SHAPIRO

(a) No.

414,909.

$

EXI

(d) Type of contribution

Person

0

Payroll

El

Noncash (Complete Part II if there is a noncash contribution

FL 3 3 4 8 0

PALM BEACH,

11

(c) Aggregate contributions

(b) Name , address , and ZIP + 4

2 NORTH BREAKERS ROW #45

Noncash

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

FL 3 3 4 8 0

PALM BEACH, (a) No.

1,823,760.

$

(c) Aggregate contributions

(b) Name , address, and ZIP + 4

CARL SHAPIRO

(d) Type of contribution

Person

El

Payroll

2 NORTH BREAKERS ROW #45 PALM BEACH, (a) No.

12

1,403,928.

$

EXI

(Complete Part II if there is a noncash contribution ;

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

Noncash

(c) Aggregate contributions

(d) Type of contribution

CARL SHAPIRO

Person

0

2 NORTH BREAKERS ROW #45

Payroll Noncash

Q 0

PALM BEACH, 723452 1 2_507_m

FL 33480

$

2,634,800.

(Complete Part II if there isanoncashcontnbution.; Schedule B (Form 9 90. 990-EZ. or 990-PF) (20071

3 of

Schedule B (Form 990. 991

04-6 135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION Part I

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

(a) No.

13

(d) Type of contribution

Person

0

2 NORTH BREAKERS ROW #45

Payroll Noncash

Q OX

$

1,302,480.

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

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

(a) No.

(c) Aggregate contributions

CARL SHAPIRO $

Payroll Noncash

OX

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

(b) Name , address , and ZIP + 4

(a) No.

4,161,600.

FL 3 3 4 8 0

PALM BEACH,

(d) Type of contribution

Person

2 NORTH BREAKERS ROW #45

15

(c) Aggregate contributions

CARL S HAP I RO

PALM BEACH,

14

5 of Pen

Employer Identification number

Name of organization

(c) Aggregate contributions

RUTH SHAPIRO

(d) Type of contribution

Person Payroll

2 NORTH BREAKERS ROW #45

16

(a) No.

$

2,180,800.

(b) Name, address , and ZIP + 4

(c) Aggregate contributions

RUTH SHAPIRO

(a) No.

(d) Type of contribution

Payroll Noncash (Complete Part II if there is a noncash contnbution.)

FL 3 3 4 8 0

(CO Type of contribution

Person $

1,090,400.

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

FL 3 3 4 8 0

PALM BEACH,

EKI

Person

2 NORTH BREAKERS ROW #45

18

(c) Aggregate contributions

CARL S HAP I RO

PALM BEACH,

Noncash

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

(b) Name , address , and ZIP + 4

2 NORTH BREAKERS ROW #45

17

1,156,000.

FL 3 3 4 8 0

PALM BEACH, (a) No.

$

(b) Name , address, and ZIP + 4

(c) Aggregate contributions

(d) Type of contribution

CARL S HAP I RO

Person

0

2 NORTH BREAKERS ROW #45

Payroll Noncash

0

PALM BEACH, 72gas2 „_„-n,

FL 3 3 4 8 0

$

1,412,010.

(Complete Part II if there is a noncash contribution.; Schedule B (Form 9 90 . 990-EZ . or 990 - PF) (20071

4 or

04- 6135027

& RUTH SHAPIRO FAMILY FOUNDATION Part I

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

(a) No.

19

(b) Name , address , and ZIP + 4

(a) No.

RUTH

4,752,000.

$

(a) No.

(d) Type of contribution

Payroll Noncash (Complete Part II if there is a noncash contnbution.)

(c) Aggregate contributions

SHAPIRO

$

2,851,200.

(d) Type of contribution

Person Payroll Noncash

(c) Aggregate contributions

(b) Name , address , and ZIP + 4

(d) Type of contribution

CARL SHAPIRO

Person

2 NORTH BREAKERS ROW #45

Payroll Noncash

(a) No.

$

923,125.

(b) Name , address , and ZIP + 4

U

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

FL 3 3 4 8 0

PALM BEACH,

0 Q FR

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

FL 3 3 4 8 0

PALM BEACH,

(c) Aggregate contributions

(d) Type of contribution

RUTH SHAPIRO

Person

U U

2 NORTH BREAKERS ROW #45

Payroll Noncash

(a) No.

$

923,125.

(Complete Part II if there isanoncashcontnbution.)

FL 33480

PALM BEACH,

24

(c) Aggregate contributions

FL 3 3 4 8 0

2 NORTH BREAKERS ROW #45

23

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

(b) Name , address , and ZIP + 4

(a) No.

Payroll Noncash

Person

2 NORTH BREAKERS ROW #45

22

1,314,630.

$

CARL S HAP I RO

PALM BEACH,

(d) Type of contribution

Person

FL 3 3 4 8 0

PALM BEACH,

21

(c) Aggregate contributions

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45

20

5 or P

Employer identif ication number

Name otbrganizatlon

(b) Name, address, and ZIP + 4

(c) Aggregate contributions

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH,

793457 „_„_fl,

FL 33480

$

1,384,400.

(d) Type of contribution

Person

0

Payroll

0

Noncash

OX

(Complete Part II if there is a noncash contribution.) Schedule B (Form 9 90. 990-EZ. or 990 - PF) (20071

Schedule B (Form 990, 990•E7, or 990-PF) (2007)

Page

CARL Pad I

& RUTH SHAPIRO FAMILY

5 of Part I

04-61 35027

FOUNDATION

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

(a) No.

25

5 of

Employer Identification number

Name of organization

(c) Aggregate contributions

RUTH SHAPIRO

(d) Type of contribution

Person Payroll

2 NORTH BREAKERS ROW #45

(b) Name , address, and ZIP + 4

26

(a) No.

$

727,650.

(c) Aggregate contributions

RUTH SHAPIRO

Payroll Noncash

Q

(d) Type of contribution

Person

2 NORTH BREAKERS ROW #45

(a) No.

(d) Type of contribution

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

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

PALM BEACH,

EXI

Person

2 NORTH BREAKERS ROW #45

27

(c) Aggregate contributions

RUTH SHAPIRO

PALM BEACH,

Noncash

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

FL 3 3 4 8 0

PALM BEACH, (a) No.

2,076,600.

$

FL

$

888,800.

Payroll Noncash

OX

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

334 80 (c) Aggregate contributions

(b) Name, address , and ZIP + 4

(CO Type of contribution Person Payroll Noncash

$

(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

$

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

(b) Name, address , and ZIP + 4

(c) Aggregate contributions

$

(d) Type of contribution Person Payroll Noncash (Complete Part II if there is a noncash contnbution.)

723452 12-27-07

Schedule B (Form 9 90 . 990-EZ. or 990 - PF) (20071

1 of

Schedule B (Form 990, 990-E7, or

& RUTH SHAPIRO FAMILY FOUNDATION Part It

4 of Part ll

Employer identification number

Name oForganization

04-6135027

Noncash Property (See Specific Instructions.)

(a)

(c)

ffrom Part I

FMV (or estimate) (see instructions)

Description of noncash property given

Date received

58,000 SHS AETNA 4

$ (a)

2,497,190.

01/02/07

(c)

No. from Part I

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(d) Date received

60,000SHS AETNA 5 $ (a)

2,583,300.

01/02/07

(c)

No. from Part I

FMV (or estimate) (see instructions)

Description of noncash property given

Date received

2,200 SHS BANK OF AMERICA

6 $ (a) No. from Part I

117,887.

01/02/07

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

Description of noncash property given

Date received

40,000 SHS XEROX 7

$ (a) No. from Part I

677,400.

01/02/07

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

Description of noncash property given

Date received eived

20,000 SHS COACH

8 $ (a) No. from Part I

879,400.

01/02/07

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

(b) Description of noncash property given

(d) Date received

81,600 SHS NEWS CORP

9 $ 723453 12-27-07

1,823,760.

01/02/07

Schedule B (Form 990 , 990-EZ , or 990 -PF) (2007)

2 of

Schedule B (Form 990, 99

Name oforganization

CARL & RUTH SHAPIRO FAMILY FOUNDATION P

It

4 o f Part II

Employer identification number

04-6135027

Noncash Property (See Specific Instructions.)

(a)

(c)

fom Part I

FMV (or estimate) (see instructions)

Description of noncash property given

Date received

12,456 SHS KRAFT 10 $ (a) No. from Part I

414,909.

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

(b) Description of noncash property given

05/24/07

(d) Date received

61,200 SHS NEWS CORP

11 $ (a) No. from Part I

1,403,928.

05/24/07

(c) (b) Description of noncash property given

FMV (or estimate) (see instructions)

(d) Date received

40,000 SHS REYNOLDS AMERICA

12 $ (a) No. from Part I

2,634,800.

05/24/07

(c) (b) Description of noncash property given

FMV (or estimate) (see instructions)

(d) Date received

18,000 SHS ALTRIA CORP

13 $ (a) No. from Part I

1,302,480. (c) FMV (or estimate) (see instructions)

(b) Description of noncash property given

11/01/07

Date received

90,000SHS BANK OF AMERICA

14 $ (a) No. from Part I

4,161,600.

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

Description of noncash property given

11/01/07

Date received

25,000 SHS BANK OF AMERICA 15 $ 723453 12-27-07

1,156,000.

11/01/07

Schedule B (Form 9 90 . 990-EZ. or 990 - PF) (2007)

3 of

Schedule B (Form 990, 990-EZ, or 990-

104-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION Part 11

4 of Pert u

Employer identification number

Name of• organization

Noncash Property (See Specific Instructions.)

(a)

(c)

No. from Part 1

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(d) Date received

40,000 SHS ABBOTT LAB

16 $ (a) No. from Part 1

2,180,800.

11/01/07

(c) (b) Description of noncash property given

FMV (or estimate) (see instructions)

(d) Date received

20,000 SHS ABBOTT LAB

17 $ (a) No. from Part

1,090,400.

11/01/07

(c) (b) Description of noncash property given

FMV (or estimate) (see instructions)

(CO Date received

34,800 SHS GENERAL ELECTRIC

18 $ (a)

1,412,010.

11/01/07

(c)

No. from Part I

FMV (or estimate) (see instructions)

(b) Description of noncash property given

(d) Date received

32,400 SHS GENERAL ELECTRIC

19 $ (a) No. from Part I

1,314,630.

11/01/07

(c) (b) Description of noncash property given

FMV (or estimate) (see instructions)

(CQ Date received

50,000 SHS HARTFORD FINANCIAL

20 $ (a)

4,752,000.

11/01/07

(c)

No. from Part I

FMV (or estimate) (see instructions)

Description of noncash property given

Date received

30,000 SHS HARTFORD FINANCIAL

21 $ „'Ids, ,,.,,_m

2,851,200.

11/01/07

Schedule B (Form 990 . 990-EZ . or 990 - PF) (2007)

4 of

Schedule B (Form 990, 991

& RUTH SHAPIRO FAMILY FOUNDATION Part It

4 of Pert u

Employer Identification number

Name of organization

04-61 35027

Noncash Property (See Specific Instructions.) (c)

(a) No.

(b)

from

Description of noncash property given

FMV (or estimate) (see instructions)

Part I

(d) Date received

25,000 SHS MICROSOFT

22 $

923,125.

11/01/07

(c)

(a) No. from Part I

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(CQ Date received

25,000 SHS MICROSOFT

23 $

923,125.

11/01/07

(c)

(a) No. from Part I

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(CO Date received

20,000SHS PROCTER & GAMBLE

24 $ (a) No. from Part 1

1,384,400. (c) FMV (or estimate) (see instructions)

(b) ( Description of noncash property given

11/01/07

(d) Date received

30,000 SHS PROCTER & GAMBLE

25 $ (a) No. from Part I

2,076,600.

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

Description of noncash property given

11/01/07

Date received

30,000 SHS PFIZER INC.

26 $ (a) No. from Part I

727,650.

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

Description of noncash property given

11/01/07

Date received

20,000 SHS WAL-MART STORES

27 $ 723453 12-27-07

888,800.

11/01/07

Schedule B (Form 990 , 990-EZ, or 990 -PF) (2007)

CARL & RUTH SHAPIRO FAMILY FOUNDATION Pad PSI Capital Gains and Losses for Tax on Investment Income

CONTINUATION FOR 990-PF, 04-6135027 PAGE 1 ( b How acquired ( c) Date acquired Purc h ase (mo , day, yr ) D-

(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

ia'BERNARD MADOFF ACCT #191-3 STOCKS b BERNARD MADOFF ACCT #191-3 US TREAS c BERNARD MADOFF ACCT #193-3 STOCKS d MADOFF ACCT # 25-2 FHLB 7/11/07 4.05% e MADOFF ACCT #188-3 US TREAS BILLS f MADOFF ACCT # 25-3 US TREAS BILLS 29500000 FED HOME LOAN BANK 4.0% 3/280/

P P P P P P P

VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS

PART OF

IV 1

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

VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS

h

k

m n 0 (e) Gross sales price

( f) Depreciation allowed (or allowable )

11 678 529. 0. 19 863,338. 0. 0. 1 , 782. 0.

37,907,486. 529 658. 1,853 398. 6 , 000 , 000. 63 275 000. 280,924 076. 29,500 000.

49,586 015. 529,658. 21,716 736. 6 , 000 , 000. 63 275 000. 280,925 858. 29,500 000.

a b c d e f

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

(g) Cost or other basis plus expense of sale

h

k

m n 0 C omplete only for assets showing gain in column ( h) and owned by the foundation on 12/31/69 (1) F M V as of 12/31/69

(1) 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 '-02)

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

a b c

11 678 529. 0. 19 863,338.

d e

0. 0.

f

1 , 782. 0.

h

k I

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

(loain, ss)a lso enter in Part I, Ilne 7 1 If loss , enter"-021n 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 723591 04-27-07

2

3

31 , 543,649.

N/A

2007 DEPRECIATION AND AMORTIZATION REPORT

990-PF

FORM 990-PF PAGE 1

reset No

Date Acquired

Description

Method

1 FURNITURE AND FIXTURES 12 15 02 00D

Line

Life

No

Unadjusted Cost Or Basis

Bus % Excl

Reduction In Basis

Basis For Depreciation

Accumulated Depreciation

Current Sec 179

Current Year Deduction

.00 16

4,882.

4,882.

4,591.

107.

2 EQUIPMENT

12 11 06 200D1

.00 16

430.

430.

22.

1-63.

3 FFICE RENOVATION

12 15 02 00D

.00 16

31,637.

31,637.

31,637.

0.

4 S"P"ICE EQUIPMENT

11 1 02 00b

.00 16

1,290..

1+29O.

1.290.

0.

5 FFICE EQUIPMENT

01 14 03 00D

.00 16

6,036.

6,036.

6,036.

0.

16

51t761A

51r7 61.

5 1,761•

V

1.iURE

AND

T !XTURE

3.

0 0D

♦00

0

.

7 EQUIPMENT

03 06 07 00D

.00 19

51,988.

51,988.

10,398.

QU'IPMENT

09 12 07 00D

.00 19

28#125.

28x125.

5.625.

9 OMPUTERS

11 06 07 00D

.00 19

8,985.

8,985.

1,797.

39.00 191 650,183.

650x183.

7x641.

11 FURNITURE AND FIXTURES 07 01 07 00D 7.00 19C 112,570. TOTAL 99.0-PF PG 1 947x887. EPA

112,570.

16,081.

10 LEASEHOLD IMPROVEMENT 07 01 07 SL

728102 04-27-07

(D) - Asset disposed

0, 947x887.

95,337.

0.

41x812.

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

CARL & RUTH SHAPIRO FAMILY FOUNDATION

FORM 990-PF

04-6135027

INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS

STATEMENT

1

AMOUNT

SOURCE

93,633. 320,272. 7,624.

MORGAN CD MORGAN PREMIER MORGAN-SWEEP TOTAL TO FORM 990-PF,

FORM 990-PF

PART I,

LINE 3,

421,529.

COLUMN A

DIVIDENDS AND INTEREST FROM SECURITIES

SOURCE

GROSS AMOUNT

LEHMAN CORP INTEREST LEHMAN DIVIDENDS MADOFF US INT SH025-2

STATEMENT

CAPITAL GAINS DIVIDENDS

2

COLUMN (A) AMOUNT

193,333.

0.

69,196.

0.

69,196.

541,500.

0.

541,500.

MADOFF US INT SH025-3

5,106,671.

0.

5,106,671.

MADOFF US INT SH188-3 MADOFF US INT SH191-3 MADOFF- DIVIDENDS SH025-3 MADOFF- DIVIDENDS SH188-3

1,193,444. 529,658. 1,124. 2,612.

0. 0. 0. 0.

1,193,444. 529,658. 1,124. 2,612.

MADOFF- DIVIDENDS SH191-3

193,333.

35,248.

0.

35,248.

MORGAN PRIME MONEY MKT CAP

2,930,185.

0.

2,930,185.

MORGAN US GOVT OBLIG

1,098,121.

0.

1,098,121.

25,062.

0.

25,062.

11,726,154.

0.

11,726,154.

MORGAN US TREAS TOTAL TO FM 990-PF,

PART I,

LN 4

FORM 990-PF

OTHER INCOME

(A) REVENUE PER BOOKS

DESCRIPTION FEDERAL TAX OVERPAYMENT APPLIED TOTAL TO FORM 990-PF,

STATEMENT

PART I,

LINE

11

(B) NET INVESTMENT INCOME

3,493.

0.

3,493.

0.

3

(C) ADJUSTED NET INCOME

STATEMENT(S)

1,

2,

3

04-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION

(A) EXPENSES PER BOOKS

DESCRIPTION LEGAL FEES TO FM 990-PF,

STATEMENT

LEGAL FEES

FORM 990-PF

PG 1,

LN 16A

34,814.

17,407.

17,407.

34,814.

17,407.

17,407.

(A) EXPENSES PER BOOKS

DESCRIPTION ACCOUNTING FEES PG 1,

LN 16B

FORM 990-PF

STATEMENT

(B) NET INVESTMENT INCOME

5

(D) CHARITABLE PURPOSES

(C) ADJUSTED NET INCOME

10,000.

10,000.

0.

10,000.

10,000.

0.

STATEMENT

OTHER PROFESSIONAL FEES

(A) EXPENSES PER BOOKS

DESCRIPTION

(D) CHARITABLE PURPOSES

(C) ADJUSTED NET INCOME

ACCOUNTING FEES

FORM 990 -PF

TO FORM 990-PF,

(B) NET INVESTMENT INCOME

4

(B) NET INVESTMENT INCOME

6

(D) CHARITABLE PURPOSES

(C) ADJUSTED NET INCOME

OTHER PROFESSIONAL FEES

5,899.

0.

5,899.

TO FORM 990-PF,

5,899.

0.

5,899.

PG 1,

LN 16C

FORM 990-PF

STATEMENT

TAXES

(A) EXPENSES PER BOOKS

DESCRIPTION

(B) NET INVESTMENT INCOME

(C) ADJUSTED NET INCOME

7

(D) CHARITABLE PURPOSES

0. 0.

MASS ANNUAL FEE DELAWARE ANNUAL FEE STATE UNEMPLOYMENT TAXES PAYROLL TAXES FEDERAL INCOME TAX

250. 25. 1,676. 14,500. 442,218.

0. 0. 0. 0. 0.

1,676. 14,500. 0.

TO FORM 990-PF,

458,669.

0.

16,176.

PG 1,

LN 18

STATEMENT(S)

4,

5,

6,

7

CARL & RUTH SHAPIRO FAMILY FOUNDATION

STATEMENT

OTHER EXPENSES

FORM 990-PF

(A) EXPENSES PER BOOKS

DESCRIPTION INTERNET TELEPHONE SHIPPING AND POSTAGE MISC FEES MISCELLANEOUS MOVING EXPENSE OFFICE INSURANCE OFFICE AND SUPPLIES SOFTWARE MAINTENANCE LIFE INSURANCE WORKERS COMPENSATION INSURANCE PENALTIES TO FORM 990-PF,

FORM 990-PF

04-6135027

PG 1,

LN 23

(B) NET INVESTMENT INCOME

1,128. 3,465.

0. 3,465.

1,321.

1,321.

2,833. 412.

0. 0.

4,677.

0.

3,142. 7,286. 1,494. 1,720.

0. 3,643. 1,494. 0.

(C) ADJUSTED NET INCOME

2,833. 412. 0. 3,142. 3,643. 0. 1,720.

395.

0.

1,378.

0.

395. 0.

29,251.

9,923.

13,273.

OTHER DECREASES IN NET ASSETS OR FUND BALANCES

STATEMENT

9

AMOUNT

NET ASSET ADJUSTMENT- DIFFERENCE BETWEEN COST AND FMV OF SECURITIE DONATED TOTAL TO FORM 990-PF,

PART III,

U.S.

31,457,040. 31,457,040.

LINE 5

AND STATE/CITY GOVERNMENT OBLIGATIONS

U.S. GOV'T

DESCRIPTION TREASURY BILLS US FEDERAL HOME LOAN BANK NOTES TOTAL U.S.

(D) CHARITABLE PURPOSES

1,128. 0. 0.

DESCRIPTION

FORM 990-PF

8

OTHER GOV'T

X X

GOVERNMENT OBLIGATIONS

BOOK VALUE

STATEMENT

10

FAIR MARKET VALUE

9,987,820.

199,666,505. 10,065,625.

207,383,982.

209,732,130.

207,383,982.

209,732,130.

197,396,162.

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS TOTAL TO FORM 990-PF,

PART II,

LINE 10A

STATEMENT(S)

8,

9,

10

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

CORPORATE STOCK TOTAL TO FORM 990-PF,

PART II,

LINE 10B

COST OR OTHER BASIS

FURNITURE AND FIXTURES EQUIPMENT OFFICE RENOVATION OFFICE EQUIPMENT OFFICE EQUIPMENT FURNITURE AND FIXTURES EQUIPMENT EQUIPMENT COMPUTERS LEASEHOLD

14,000,012.

12,804,800.

14,000,012.

12,804,800.

STATEMENT

DEPRECIATION OF ASSETS NOT HELD FOR INVESTMENT

DESCRIPTION

IMPROVEMENT

FURNITURE AND FIXTURES TOTAL TO FM 990-PF,

PART II,

LN 14

4,698.

184.

185.

245.

31,637. 1,290. 6,036.

31,637. 1,290. 6,036.

0. 0. 0.

51,761.

51,761.

0.

51,988. 28,125. 8,985. 650,183. 112,570.

10,398. 5,625. 1,797. 7,641. 16,081.

41,590. 22,500. 7,188. 642,542. 96,489.

947,887.

137,149.

810,738.

DESCRIPTION

BEGINNING OF YR BOOK VALUE

PART II,

LINE 15

BOOK VALUE

430.

OTHER ASSETS

TO FORM 990-PF,

ACCUMULATED DEPRECIATION

12

4,882.

FORM 990-PF

CONSTRUCTION IN PROGRESS ACCRUED INTEREST ON BOND ACQUISITION

11

FAIR MARKET VALUE

BOOK VALUE

DESCRIPTION

FORM 990-PF

STATEMENT

CORPORATE STOCK

FORM 990-PF

STATEMENT

END OF YEAR BOOK VALUE

13

FAIR MARKET VALUE

25,000.

0.

0.

55,800.

0.

0.

80,800.

0.

0.

STATEMENT (S)

11,

12,

13

04-6135027

CARL & RUTH SHAPIRO FAMILY FOUNDATION

FORM 990-PF

STATEMENT

PART VIII - LIST OF OFFICERS, DIRECTORS TRUSTEES AND FOUNDATION MANAGERS

TITLE AND AVRG HRS/WK

NAME AND ADDRESS CARL J. SHAPIRO 2 N BREAKERS ROW PALM BEACH, FL 33480

CHAIRMAN 20.00

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

SECRETARY, 4.00

RHONDA S. ZINNER 75 PARK PLAZA BOSTON, MA 02116

PRESIDENT 20.00

ELLEN S. JAFFE 75 PARK PLAZA BOSTON, MA 02116 LINDA S. WAINTRUP 75 PARK PLAZA

14

EMPLOYEE BEN PLAN EXPENSE CONTRIB ACCOUNT

COMPENSATION

0.

0.

0.

0.

0.

0.

0.

TRUSTEE 4.00

0.

0.

0.

TRUSTEE 4.00

0.

0.

0.

95,111.

12,079.

0.

95,111.

12,079.

0.

0.

TREAS & TRUSTEE 0.

BOSTON, MA 02116 JEAN S.

PROGRAM DIRECTOR

WHITNEY

32.00

112 WOODRIDGE ROAD WAYLAND,

MA 01778

TOTALS INCLUDED ON 990-PF,

FORM 990-PF

PAGE 6,

PART VIII

PART XV - LINE 1A LIST OF FOUNDATION MANAGERS

STATEMENT

15

NAME OF MANAGER CARL J. RUTH G.

SHAPIRO SHAPIRO

STATEMENT(S)

14,

15

2220

Form

Underpayment of Estimated Tax by Corporations

OMB No 1545-0142

^ See separate instructions. ^ Attach to the corporation's tax return .

2007

Department of the Treasury Internal Revenue Service

FORM

Employer identification number 04-6135027

Name CARL

& RUTH

9 9 0 -PF

SHAPIRO FAM ILY 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

1

436,540.

Total tax (see instructions)

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 section 167(g) for depreciation under the income forecast method

2a 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 does not owe the penalty 4 Enter the tax shown on the corporation's 2006 income tax return (see instructions ) Caution : If the tax Is zero or the tax year was for less than 12 months, skip this line and enter the amount from line 3 on line 5 5

436,540. 598,507.

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

6 7

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

8

The cor p oration is a'lar a cor p oration ' fi g urin g its first re q uired installment based on the p rior y ear's tax Cinuurinn t b I l nrlnrnnvmnnt

(a) 9

10

11

Installment due dates. Enter in columns (a) through (d) the 15th day of the 4th ( Form 990 - PF filers: Use 5th month) , 6th, 9th , and 12th months of the corporation ' s tax year 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 column

(b)

(c )

436,540.

(d )

9

5/15/07

6/15/07

9/15/07

2/15/07

10

109,135.

109 , 135.

109 , 135.

109 , 135.

11

122,218.

50,000.

270,000.

Estimated tax paid or credited for each period (see

instructions ) For column (a) only, enter the amount from line 11 on fine 15 Complete lines 12 through 18 of one column before

going to the next column. 12

13,083.

13 Add lines 11 and 12

13

13,083.

50 000.

270,000.

14

14

13,083.

9 6 , 052. 0.

155,187. 114 , 813 .

0.

46,052.

12

Enter amount , if any, from line 18 of the preceding column Add amounts on lines 16 and 17 of the preceding column

15 Subtract line 14 from line 13 If zero or less , enter -016

15

122,218.

If the amount on line 15 is zero , subtract line 13 from line

14 Otherwise , enter -0-

16

17

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 109 , 135. 96,052. 17 column Otherwise , go to line 18 18 Overpayment . If line 10 is less than line 15, subtract line 10 13 , 083. 1 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. For Paperwork Reduction Act Notice, see separate Instructions . JWA 712801 02-13-08

Form 2220 (2007)

FORM 990-PF Form2220(2007) Pert IV

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 data shown on line 19

21

Number of days on line 20 after 4/152007 and before 1/12008

22

Underpayment on line 17 x Number of days online 21 x 8% 365

23

Number of days on line 20 after 12/312007 and before 4/12008

24

Underpayment online 17 x Number of days online 23 x 7% 366

25

Number of days on line 20 after 3212008 and before 7/12008

26

Underpayment on line 17 x Number of days on line 25 X 366

27

Number of days online 20 after 6/302008 and before 10/1/2008

28

Underpayment on line 17 x Number of days on line 27 x 366

29

Number of days online 20 after 9/30/2008 and before 1/1/2009

30

Underpayment on line 17 x Number of days on line 29 x'% 366

31

Number of days online 20 after 12/312008 and before 2/162009

32

Underpayment on line 17 x Number of days on line 31 x 365

33

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

20

1271

SEEI ATTACHED

WORKSHEET

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

4,931. ' For underpayments paid after March 31 , 2008 : 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 JWA

712802 02-13-08

Form 2220 (2007)

FORM 990-PF UNDERPAYMENT OF ESTIMATED TAX WORKSHEET

Identifying Number

Name ( s) & RUTH

CARL

04-6135027

SHAPIRO FAMILY FOUNDATION

(A)

(B)

Date

Amount

(C) Adjusted Balance Due

(D ) Number Days Balance Due

( E) Daily Penalty Rate

(F) Penalty

-0-

109,135.

05/15/07

109,135.

05/15/07

<120 , 000. >

<10 , 865. >

05/15/07

<2,218. >

<13 , 083. >

06/15/07

109 135.

96 , 052.

89

.000219178

1,874.

09/12/07

<50 , 000. >

46 , 052.

3

.000219178

30.

09/15/07

109 135.

155 187.

89

.000219178

3,027.

12/13/07

<270 , 000. >

<114 , 813. >

135.

<5 , 678. >

12/31/07

0.

<5 , 678. >

91

.000191257

03/31/08

0.

<5 , 678. >

45

.000163934

12/15/07

109

Penalty Due ( Sum of Column F) " Date of estimated tax payment, withholding credit date or installment due date 712511

04-27-07

4 , 931.

•

Forth

OMB No 1545-017 2

4562

2007

Depreciation and Amortization 990-PF (Including Information on Listed Property)

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

Attachment Sequence No 67

NO- Attach to your tax return.

lll^ See separate instructions.

Identifying number

Business or activity to which this form relates

IFORM 990-PF PAGE

CARL & RUTH SHAPIRO FAMILY FOUNDATION

1

104-6135027

Election To Exp ense Certain Property Under Section 179 Note: If you have any listed pro erty, complete Part V before you complete Part 1. 125 , 000. 1 Maximum amount. See the instructions for a higher limit for certain businesses

P art I

1 2 Total cost of section 179 property placed in service (see instructions) 3 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 -0(a) Description of property

6

I

2 3 4

(b) Cost (business use only)

I

(c) Elected cost

7 7 Listed property. Enter the amount from line 29 amounts column (c), lines 6 and 7 section 179 property. Add in 8 Total elected cost of 9 Tentative deduction. Enter the smaller of line 5 or line 8 10 Carryover of disallowed deduction from line 13 of your 2006 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 00-1 13 13 Carryover of disallowed deduction to 2008. Add lines 9 and 10 , less line 12 Note : Do not use Part ll or Part Ill below for listed property. Instead, use Part V. part II

500 , 000.

8 9 10 11 12

Special Depreciation Allowance and Other Depreciation ( Do not include listed property.)

14 Special allowance for qualified New York Liberty or Gulf Opportunity Zone property (other than listed property) and cellulosic biomass ethanol plant property placed in service during the tax year 15 Property subject to section 168(f)(1) election 16 Other de p reciation (includin g ACRS ) Part III MACRS Depreciation (Do not include listed property.) (See Instructions.) Section A

14 15 16

270.

17

17 MACRS deductions for assets placed in service in tax years beginning before 2007

Section B - Assets Placed in Service Durina 2007 Tax Year Usina the General Depreciation System (a) Classification of property

19a

3-year pro pert y 5 -y ear p ro p ert y

c

7 -y ear p ro p ert y

d

10 ear propert y 15 ear propert y 20 ear propert y ear propert y

h i

20a b c

(b) Month and year placed In service

(c) Basis for depreciation (businessAnvestment use only - see instructions)

(d) Recovery period

098. 5 YRS. 570. 7 YRS.

(}) Method

HY HY

200DB 200DB

(g) Depreciation deduction

S/L MM S/L Residential rental property S/L MM 650 183. MM S/L 07 /07 39 y rs. Nonresidential real property / MM S/L Section C - Assets Placed in Service During 2007 Tax Year Usina the Alternative Depreciation System / /

Class life 12 ear 40-year

I Part IV

/

17,820. 16 , 081.

y rs. 27.5 y rs. 27.5 y rs.

12 y rs. 40 yrs.

MM

7,641.

S/L S/L S/L

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 Instr. 23 For assets shown above and placed in service during the current year, enter the 11s^07

( e) Convention

LHA For Paperwork Reduction Act Notice , see separate instructions .

21 22

41,812.

Form 4562 (2007)

Form4562 (2007)

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

Page2

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.) pan Vf

9da no you have evidence to sunnort the husmesslnvestment use claimed?

(a) Type of property (list vehicles first)

(b) Date placed in service

(c) Business/ investment use percentage

Ti Yes

F-1 No

24h If 'Yec' is the evidence wntten? F1 Yes n No

(e)

(f) Recovery period

Basis for depreciation

Cost or other basis

rousinessrnvestment use onyx

(9) Method/ Convention

25 Special allowance for qualified Gulf Opportunity Zone property placed in service during the tax year and u sed more than 50% Ina q ualified business use

(h) Depreciation deduction

(i) Elected section 179 cost

25

27 Property used 50% or less in a qualified business use:

%I

I

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

I

IS/L-

I

IS/L

29 Add amounts in column (I), line 26. Enter here and on line 7, page 1 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 business/investment 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 dunng 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?

(a) Vehicle

Yes

(b) Vehicle

No

Yes

(c) Vehicle

No

Yes

(d) Vehicle

No

Yes

(f) Vehicle

(e) Vehicle

No

Yes

No

Yes

No

36 Is another vehicle available for personal use? 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. 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your 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?

Part VI Amortization (a) Description of costs

(b) Dateamortzatlon beams

(c) Amortizable amount

(d) Code section

(e) AmonAabon period or percentage

(f) Amortization for this year

42 Amortization of costs that begins during your 2007 tax year:

43 Amortization of costs that began before your 2007 tax year

43

44 Total. Add amounts in column (f). See the instructions for where to reoort

44

716252/11-03-07

Form 4562 (2007)

Carl and Ruth Shapiro Family Foundation Recipient Name

Statement #

04-6135027 Status

Relationsh

Program Area

Purpose of Grant

, Page 1 Amount

ACCESS

Public Charity

None

Education

Operating Support

$25,000

Alpert Jewish Family & Children's Services

Public Charity

None

Jewish Interests

Operating Support

$25,000

American Cancer Society

Public Charity

None

Health

Operating Support

$40,000

American Committee for the Weizmann Institute of Science

Public Charity

None

Jewish Interests

Operating Support

$25,000

Amer. Friends of Livnot U' Lehibanot

Public Charity

None

Jewish Interests

Operating Support

$1,000

American Friends of the Hebrew Univ.

Public Charity

None

Jewish Interests

Operating Support

$11,000

Amer. Friends of the Israel Museum

Public Charity

None

Jewish Interests

Operating Support

$10,000

American Friends of the Israel Philharmonic Orchestra

Public Charity

None

Jewish Interests

Operating Support

$45,000

American Heart Association

Public Charity

None

Health

Operating Support

$20,000

American Jewish Committee

Public Charity

None

Jewish Interests

Operating Support

$15,000

American Society for Technion

Public Charity

None

Jewish Interests

Operating Support

$25,000

Anti-Defamation League

Public Charity

None

Jewish Interests

Operating Support

$150,000

ARMDI

Public Charity

None

Jewish Interests

Operating Support

$25,000

Artists for Humanity

Public Charity

None

Arts & Culture

Project Support

$30,000

Associated Grant Makers

Public Charity

None

Human Services

Project Support

$20,500

Associated Grant Makers

Public Charity

None

Other

Membership

$8,400

Association of Small Foundations

Public Charity

None

Other

Membership

$470

BalletRox

Public Charity

None

Arts & Culture

Project Support

$20,000

Belmont Hill School

Public Charity

None

Education

Operating Support

$2,500

Berklee College of Music

Public Charity

None

Arts & Culture

Project Support

$30,000

Beth Israel Deaconess Medical Center

Public Charity

None

Health

Operating Support

$1,500

Beth Israel Deaconess Medical Center

Public Charity

None

Health

Capital

$700,000

Boston Ballet

Public Charity

None

Arts & Culture

Operating Support

$55,000

04-6135027

Carl and Ruth Shapiro Family Foundation

Statement #

, Page 2

Status

Relationship

Program Area

Purpose of Grant

Boston Center for Independent Living

Public Charity

None

Human Services

Project Support

$25,000

Boston Children 's Chorus

Public Charity

None

Arts & Culture

Project Support

$30,000

Boston Chinatown Neighborhood Ctr.

Public Charity

None

Human Services

Project Support

$25,000

Boston Foundation, The

Public Charity

None

Human Services

Project Support

$15,000

Boston Medical Center

Public Charity

None

Health

Operating Support

$10,000

Boston Symphony Orchestra

Public Charity

None

Arts & Culture

Operating Support

$10,000

Boston Univ . School of Social Work

Public Charity

None

Education

Project Support

$5,000

Boys and Girls Clubs of Boston

Public Charity

None

Human Services

Operating Support

$25,000

Brain Tumor Society

Public Charity

None

Health

Operating Support

$10,000

Brandeis University

Public Charity

None

Education

Project Support

$121,000

Brandeis University

Public Charity

None

Education

Capital

Brandeis University

Public Charity

None

Education

Operating Support

$51,000

Breast Cancer Research Foundation

Public Charity

None

Health

Operating Support

$50,000

Brigham & Women ' s Hospital

Public Charity

None

Health

Project Support

$535,000

Brigham & Women ' s Hospital

Public Charity

None

Health

Operating Support

$64,200

Brigham & Women ' s Hospital

Public Charity

None

Health

Capital

Brimmer and May School

Public Charity

None

Education

Operating Support

$52,000

Camp Harbor View

Public Charity

None

Human Services

Project Support

$25,000

Casa Myrna Vasquez

Public Charity

None

Human Services

Project Support

$25,000

Center for Teen Empowerment, The

Public Charity

None

Human Services

Project Support

$25,000

Charley ' s Fund, Inc

Public Charity

None

Health

Operating Support

Children ' s Hospital

Public Charity

None

Health

Capital

$250,000

Children's Museum

Public Charity

None

Arts & Culture

Operating Support

$10,000

Children 's Museum

Public Charity

None

Arts & Culture

Capital

$200,000

Recipient Name

Amount

$2,850,000

$1,919,567

$1,000

04-6135027

:arl and Ruth Shapiro Family Foundation

Statement #

, Page 3

Status

Relationship

Program Area

Purpose of Grant

CityStage Company

Public Charity

None

Arts & Culture

Project Support

$10,000

Combined Jewish Philanthropies

Public Charity

None

Jewish Interests

Project Support

$4,000

Combined Jewish Philanthropies

Public Charity

None

Jewish Interests

Operating Support

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 Supportis

Public Charity

None

Health

Operating Support

$10,000

Dana Farber Cancer Institute

Public Charity

None

Health

Operating Support

$75,000

Donors Forum of South Florida

Public Charity

None

Other

Membership

$2,500

Dorchester Community Center for the Visual Arts

Public Charity

None

Arts & Culture

Project Support

$25,000

Duke University

Public Charity

None

Jewish Interests

Project Support

$2,500

Education Development Center , Inc.

Public Charity

None

Health

Operating Support

$5,000

Elizabeth Stone House

Public Charity

None

Human Services

Project Support

$30,000

ESAC

Public Charity

None

Human Services

Project Support

$25,000

Facing History and Ourselves

Public Charity

None

Education

Operating Support

$25,000

Fed. Dorchester Neighborhood Houses

Public Charity

None

Arts & Culture

Project Support

$15,000

Food Project , The

Public Charity

None

Human Services

Project Support

$25,000

Friends of the Public Garden , The

Public Charity

None

Arts & Culture

Operating Support

$5,000

Gift of Life Bone Marrow Foundation

Public Charity

None

Health

Operating Support

$45,000

Greater Boston Guild for the Blind

Public Charity

None

Human Services

Project Support

$35,000

Hadassah

Public Charity

None

Jewish Interests

Operating Support

$10,000

Handel and Haydn Society

Public Charity

None

Arts & Culture

Operating Support

$2,500

Harbor COV

Public Charity

None

Human Services

Project Support

$30,000

Harvard Graduate School of Education

Public Charity

None

Education

Operating Support

$2,500

Recipient Name

Amount

$356,500

:arl and Auth Shapiro Family Foundation Recipient Name

04-6135027

Statement #

, Page 4

Status

Relationship

P r og ram Area

Purpose of Gra n t

Hebrew Senior Life

Public Charity

None

Jewish Interests

Project Support

$25,000

Home for Little Wanderers , The

Public Charity

None

Human Services

Operating Support

$1,000

Hospice of Palm Beach County

Public Charity

None

Human Services

Operating Support

$30,000

Huntington Theater Company

Public Charity

None

Arts & Culture

Operating Support

$65,000

Huntington Theater Company

Public Charity

None

Arts & Culture

Project Support

$20,000

Hyde Square Task Force

Public Charity

None

Arts & Culture

Project Support

$20,000

Inquilinos Boricuas En Accion

Public Charity

None

Arts & Culture

Project Support

$20,000

Institute of Contemporary Art

Public Charity

None

Arts & Culture

Capital

$100,000

Institute of Contemporary Art

Public Charity

None

Arts & Culture

Project Support

$30,000

Interfaithfamily .com

Public Charity

None

Jewish Interests

Operating Support

$2,500

Jewish Adoption and Foster Care

Public Charity

None

Jewish Interests

Operating Support

$5,000

Jewish Big Brother and Big Sister

Public Charity

None

Human Services

Project Support

$15,000

Jewish Family & Children's Services

Public Charity

None

Human Services

Project Support

$30,000

Jewish Federation of Palm Beach Cty.

Public Charity

None

Jewish Interests

Operating Support

$160,000

Jewish Guild for the Blind

Public Charity

None

Jewish Interests

Operating Support

$10,000

Jewish Home for the Aged of Palm Beach County

Public Charity

None

Jewish Interests

Project Support

$10,000

Jewish Home for the Aged of Palm Beach County

Public Charity

None

Jewish Interests

Capital

$200,000

Jewish Theological Seminary

Public Charity

None

Jewish Interests

Operating Support

$3,600

Jewish Women ' s Archive

Public Charity

None

Jewish Interests

Operating Support

$2,500

Joslin Clinic

Public Charity

None

Health

Project Support

$50,000

Joslin Clinic

Public Charity

None

Health

Operating Support

$25,000

Judge Baker's Children ' s Center

Public Charity

None

Human Services

Operating Support

$5,000

Kenneth B. Schwartz Center

Public Charity

None

Health

Operating Support

$1,000

Amount

Statement #

04-6135027

:arl and Ruth Shapiro Family Foundation

, Page 5

Status

Relationship

Program Area

Purpose of Grant

Kravis Center for the Performing Arts

Public Charity

None

Arts & Culture

Operating Support

$35,000

Kravis Center for the Performing Arts

Public Charity

None

Arts & Culture

Capital

$300,000

Lafayette College

Public Charity

None

Education

Operating Support

$1,500

Lesley University

Public Charity

None

Arts & Culture

Project Support

$20,000

Leukemia and Lymphoma Society

Public Charity

None

Health

Operating Support

$20,000

Little Kids Rock

Public Charity

None

Arts & Culture

Project Support

$10,000

Lymphoma Research Foundation

Public Charity

None

Health

Operating Support

$100,000

Medicine Wheel Productions

Public Charity

None

Arts & Culture

Project Support

$25,000

Michael J Fox Foundation

Public Charity

None

Health

Operating Support

$100,000

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

$20,000

Museum of Fine Arts

Public Charity

None

Arts & Culture

Capital

$1,500,000

Museum of Science

Public Charity

None

Arts & Culture

Capital

$200,000

MYTOWN

Public Charity

None

Human Services

Project Support

$25,000

Natl. Center for Family Philanthropy

Public Charity

None

Other

Membership

$1,000

Natl. Council on Spinal Cord Injury

Public Charity

None

Health

Operating Support

$5,000

Northwestern University

Public Charity

None

Education

Operating Support

$2,500

Norton Museum of Art

Public Charity

None

Arts & Culture

Operating Support

$120,000

Norton Museum of Art

Public Charity

None

Arts & Culture

Capital

$100,000

NYU Hospitals Center

Public Charity

None

Health

Project Support

$14,500

NYU Hospital Center

Public Charity

None

Health

Operating Support

$24,500

One Family Inc.

Public Charity

None

Human Services

Project Support

$35,000

Origination

Public Charity

None

Arts & Culture

Project Support

$10,000

Recipient Name

Amount

Statement #

04-6135027

Carl and Ruth Shapiro Family Foundation

, Page 6

Status

Relationsh ip

Program Area

Purpose of Grant

Palm Beach Comm. 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

Palm Beach Opera

Public Charity

None

Arts & Culture

Operating Support

$10,000

Park School

Public Charity

None

Education

Operating Support

$47,500

Partners for Youth with Disabilities

Public Charity

None

Human Services

Project Support

$25,000

Perkins School for the Blind

Public Charity

None

Human Services

Project Support

$50,000

Planned Parenthood League of MA

Public Charity

None

Health

Operating Support

$10,000

Planned Parenthood of Palm Beaches

Public Charity

None

Health

Operating Support

$10,000

Project Hope

Public Charity

None

Human Services

Project Support

$30,000

Project STEP

Public Charity

None

Arts & Culture

Project Support

$20,000

Rehab . Center for Children and Adults

Public Charity

None

Health

Operating Support

$10,000

Richard David Kann Melanoma Fdn.

Public Charity

None

Health

Operating Support

$10,000

Rivers School , The

Public Charity

None

Education

Operating Support

$7,500

Rodman Rides for Kids

Public Charity

None

Health

Project Support

$25,000

Roxbury Prepatory Charter School

Public Charity

None

Education

Operating Support

$5,000

Sarah Lawrence College

Public Charity

None

Education

Operating Support

$10,000

Second Step , The

Public Charity

None

Human Services

Project Support

$25,000

Simon Wiesenthal Center

Public Charity

None

Jewish Interests

Operating Support

$25,000

Sippican Lands Trust , Inc.

Public Charity

None

Other

Operating Support

$20,000

Skimore College

Public Charity

None

Education

Operating Support

$500

Society of the Four Arts

Public Charity

None

Arts & Culture

Operating Support

$5,000

Somerville Arts Council

Public Charity

None

Arts & Culture

Project Support

$9,000

South End Community Health Center

Public Charity

None

Health

Operating Support

$1,000

Spaulding Rehabilitation Center

Public Charity

None

Health

Operating Support

$5,000

Recipient Name

Amount

Statement #

04-6135027

;all and O!uth Shapiro Family Foundation

, Page 7

Status

Relationship

Program Area

Purpose of Grant

Summer Search

Public Charity

None

Human Services

Project Support

$35,000

Temple Israel

Public Charity

None

Human Services

Project Support

$3,600

Tenacity

Public Charity

None

Human Services

Project Support

$30,000

Thompson Island Outward Bound

Public Charity

None

Human Services

Project Support

$25,000

Topf Center for Dance Education

Public Charity

None

Arts & Culture

Project Support

$15,000

United South End Settlements

Public Charity

None

Arts & Culture

Project Support

$10,000

U.S. Holocaust Memorial Museum

Public Charity

None

Jewish Interests

Project Support

$25,000

United Way of MA Bay

Public Charity

None

Human Services

Operating Support

$10,000

University of Pennsylvania

Public Charity

None

Education

Operating Support

$2,500

Urban Improv

Public Charity

None

Arts & Culture

Project Support

$20,000

Vinfen Corporation

Public Charity

None

Human Services

Project Support

$20,000

WBUR

Public Charity

None

Arts & Culture

Operating Support

$1,000

Wellesley College

Public Charity

None

Education

Project Support

$5,000

Wellness Community , The

Public Charity

None

Health

Operating Support

$2,000

West End House Boys and Girls Club

Public Charity

None

Human Services

Project Support

$25,000

WGBH Educational Foundation

Public Charity

None

Human Services

Capital

$150,000

Whittier Street Health Center

Public Charity

None

Arts & Culture

Project Support

$10,000

Winsor School

Public Charity

None

Education

Operating Support

$10,000

Women ' s Express

Public Charity

None

Human Services

Project Support

$30,000

Zumix

Public Charity

None

Arts & Culture

Project Support

$30,000

Recipient Name

Total Number of Organizations

Amount

$12,884,837 146