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Form

990-PF

Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation
Note: The foundation may be able to use a copy of this return to satisfy state reporti

OMB No 1545-0052

Department of die Treasury

Inte.kml Revenue Service (I7)

is.

I

2007

For calendar year 2007 , or tax year beginning [=1 Initial return G Check all that a I Name of foundation Use the IRS label. Final return

, and ending Amended return [XI Address chan g e 0 Name chan a e A Employer identification number

Otherwise , CARL & RUTH SHAPIRO FAMILY FOUNDATION
print
Number and street (or P O box number if mail is not delivered to street address) Room/suite

04-6135027
8 Telephone number

ortype .

75 PARK PLAZA BOSTON , MA 02116

( 617 ) 778-7999
C If exemption application Is pending , check here

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

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 0 Section 501 ()() exempt private foundation 0 Section 4947 ( a )( 1 ) nonexem pt chartable trust Li Other taxable p rivate foundation 0 Accrual I Fair market value of all assets at end of year J Accounting method 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))

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 ( c) Adjusted net
( d) Disbursements
for chartable purposes (cash basis only)

income N/ A

1 Contributions , gifts, grants , etc , received
2 3 Check ^ Li It the foundation is not required to attach Sch B and temporary t cash i nv estments s

7 1, 3 21 , 0 9 0 421,529. 421,529.

TATEMENT 1

4 Dividends and interest from securities 5a Gross rents
b Net rental Income or (loss)

11,726,154 .

11,726 , 154.

TATEMLNT 2

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

31,543,649. 1 31,543,649.
[;}

b Gross sales price for all 451 533 , 267. assets on line 6a /
Capital gain net Income (from Part IV, line 2)

y

7

cc

8 9

Net short -term capital gain Income modifications
b Less Cost of goods sold

Gross sales less returns 10a and allowances

c Gross profit or (loss)

11 Other income
12 13 14
4

3 , 493. trustees, etc 9 5 , 111 .

0. 0 .

S TATEMENT 95,111

Total . Add lines 1 throu g h 11
Compensation of officers , directors ,

115 , 015 , 915 . 43 , 691 , 332 . 9 4 , 10 4 .
28, 575 .
STMT 4

Other employee salaries and wages

0.
0.

9 4 10 4 .
28,575 .

to ray 16a Legal fees

15 Pension plans , employee benefits

^d CL
1 2

b Accounting fees 18 Taxes
19 Depreciation and depletion

STMT 5
STMT 6

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

34 , 814. 10,000. 5, 899 . 458, 669.
41 , 812 .

17,407. 10 , 000. 0. 0.
0 .

17,407. 0. 5,899 . 16,176.
82,676. 7 , 930 .
12 8 .

STMT 7

Ur E

20 Occupancy 2 4 21 Travel, conferences , and meetings s
8

82,676. 7 , 930 .
128 .

0. 0.
0 .

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

29,251.
888 , 969 .
12

9,923.
37 3 3 0.

13,273.
361 2 7 9.

, 884, 837 . 37 , 330.

12,884,837. 13 246 116.

13 773 806.
101,242,109 .

a Excess of revenue over expenses and disbursements

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)

02-20-08

723501

ptt

T

I Form 990-PF (20071 CART, & RUTH SHAPIRO FAMILY FOUNDATION
Beginning of year (a) Book Value (b) Book Value

04-6135027

Pane2

P

^}

B a l ance Sh ee t s

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

End of year (c) Fair Market Value

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
7 Oft notes and loans receivable

88 , 046.
49,447,453.

145,548.
100,415,876. 10 0,

145,548.
15,876.

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

b investments - corporate stock
c Investments - corporate bonds
11 Investments - land buildings, and equipment basis Less. accumulated depreciation ^ ^

STMT 11

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

12 13

Investments - mortgage loans Investments - other

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

947,887.

STMT 1210-

137,149.
STATEMENT 13 ^

699.
80 ; 800.

810,738.
0.

810 , 738.
0.

15 Other assets (describe ^
16 17 18 19
20

Total assets to be com p leted by all filers Accounts payable and accrued expenses Grants payable Deferred revenue
Loans from officers, directors, trustees , and other disqualified persons

252 , 974 , 037.

322 , 759 , 106.

323 , 912 , 042.

tLu J

21 22 23

Mortgages and other notes payable Other liabilities (describe ^ 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 Permanently restricted Foundations that do not follow SFAS 117, check here and complete lines 27 through 31. Paid-in or capital surplus, or land, bldg , and equipment fund 0. ^ 0.

24 25 m LL Y 26

^ 0

27 Capital stock, trust principal, or current funds
28

29,046,392.
0.

29,046,392 .
0 .

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

223 , 927 , 645. 252 974 037. 252 , 974 , 037.

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

31 Total liabilities and netassets /fund balances

p
1 2 3 4 5 6

^^f

Analysis of Changes in Net Assets or Fund Balances 111252,974,037. 2 101,242,109. 354,216,146. 31,457,040. 322,759,106. Form 990-PF (2007)

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

SEE line 30

STATEMENT

9

723511 02-20-08

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

04-6135027
( c) Date acquired ( mo , day , yr)

Pag e 3

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

b
C
d

SEE ATTACHED STATEMENT

e
(e) Gross sales price ( f) Depreciation allowed (or allowable ) (g) Cost or other basis plus expense of sale (h) Gain or (loss) ( e) plus (f) minus (g)

a
b
C

d

e

451,533,267.
( i ) F M V as of 12/31/69 (J ) Adjusted basis as of 12/31/69

419,989,618.
(k) Excess of col (i) over col (I), if any

31,543,649.
(I) Gains ( Col (h) gain minus col (k), but le ss th an -0-) or (f rom col

Complete only for assets showing gain in column ( h) and owned by t he foundation on 12/31 /69

a
b
C

d

e
2 Capital gain net income or ( net capital loss ) also enter in Part I , line 7 } t If Pain,; If loss , enter -0- in Part I , line 7

31,543,649.
2 31 , 543 , 649.

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 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 (c) Net value of nonchantable - use assets Yes M No

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

2006 2005 2004 2003
2002

9,794 258. 6,706,051. 3,345,224. 6,809,240.
7 700 592.

212,735,342. 170 221,426. 155,208 719. 148,563,393.
139 233 371.
2 3 4 5

.046040 .039396 .021553 .045834
.055307
.208130

2 Total of line 1, column (d) 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5 , or by the number of years the foundation has been in existence if less than 5 years 4 Enter the net value of nonchardable -use assets for 2007 from Part X , line 5 5 Multiply line 4 by line 3 6 Enter 1 % of net investment income ( 1% of Part I , line 27b) 7 Add lines 5 and 6 8 Enter qualifying distributions from Part XII , line 4 If line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1% tax rate See the Part VI instructions
723521/02-20-08

.041626
266,811

,033.

11,106,276.

5
7 8

436 , 540. 11,542,816.
13,246,116.

Form 990-PF (2007)

r

Form 990-PF (2007)

CARL &

RUTH

SHAPIRO FAMILY

FOUNDATION

04- 6135027

Page4

Pert Vl

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

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

1

436,540.

2

0.

3
4 5 442,218.

436,540.
0.

436,540.

7

442,218.

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 ^

8
^ 9 10 11

4,931.
747 .
0. Yes No 1a lb X X

^ 7 4 7 . 1 Refunded ^

Part VII-A

Statements Regarding Activities

1 a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political 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 ^ $ foundation during the year for political expenditure tax imposed on foundation e Enter the reimbursement (if any) paid by the

1c

X

managers ^ $
2 3 4a b 5 6

0.
2 X

7

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?

3 4a 4b 5

X X X

6 7

X 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 8b 9 X X

10

X

Form 990-PF (2007)

723531 02-20-08

Form 990 -PF (2007)

CARL

& RUTH

SHAPIRO FAMILY FOUNDATION

04-6135027

Page 5

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? 11a 11b 12 13 X

X X

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

INC.

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

Locatedat ^ ONE WASHINGTON STREET,
15

SUITE 202,

WELLESLEY,

MA
^

ZIP+4 ^ 02481
^ 15 N/A Yes No

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

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 )?

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

b

c 2 a

b

c

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? 0 No

EXI

No 0 No 0 No M No N/A ^0 No 5b

Yes

No 6b X

Yes 0 No N/A

7b

p
1

VIII

Officers, Directors, Trustees, Foundation Managers, Highly Infoaidati About Employees
(b) Title, and average hours per week devoted to p osition (c) Compensation If not aid , ( enter p0 (d)contnbutonsto
o^eAeneft Wns

List all officers. directors . trustees . foundation managers and their compensation. (a) Name and address (e) Expense account, other allowances

caon

aed

SEE STATEMENT 14

95,111.

12 , 079.

0.

2

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

^ I U Form 990-PF (2007)

723551 02-20-08

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

1

N/A

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

04-61350 27

Page 8

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

197 , 983 , 139.
72

,

820,018 . 70 , 988 .

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 0.

1d

270, 874, 145.

2

0

3
4 5 6

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

3
4

270 , 874,145 .

5 6

, 063 , 112 . 266 , 811 , 033 . 13,340,552 .
4

Foii m 1

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
Part XIl Qualifying Distributions (see instructions)

1
436,540.

13 , 340,552.

2c
3 4 5 6 7

436 , 540.
12 , 904,012 . 0 . 12 , 904,012 . 0

12 , 904 , 012 .

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. 436 , 540.
12 , 809 , 576.

5
6

foundation qualifies for the section

Form 990-PF (2007)

o2-20-08

723571

r

,

Fomm990-PF(2007)
part X11iG

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

Page9

Undistributed Income (see instructions)
(a) (b) (c) (d)

Corpus
1
2

Years prior to 2006

2006

2007

Distributable amount for 2007 from Part XI,

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

12,904 , 012.
0

a Enter amount for 2006 only
b Total for prior years

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

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

1 , 054 , 439.

eFrom2006

354 505.

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

1 , 408,944.
116 .
0 0. 0

Part XII, line 4 ^ $

13 2 4 6

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

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

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

.
0.

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

the section 4942(a) tax has been previously assessed
d Subtract line 6c from line 6b Taxable

0. 0
0

amount - see instructions
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 .

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
723581 02-20-08

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

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 ( b) 2006 ( c) 2005 ( a) 2007 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 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 'Support' alternative test - enter 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

04-6135027 N/A

Page 10

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

0 4942h)(5) (e) Total

( 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) ) 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

SEE STATEMENT 15

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 )
3

CARL

& RUTH SHAP IRO FAMILY FOUNDATION

04-613 5027

Page 11

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

Recipient Name and address ( home or business ) a Paid during the year

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

SEE SCHEDULE ATTACHED

ONE

PUBLIC CHARITIES VARIOUS

12884837.

Total
b Approved for future payment

^ 3a

12884837.

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 Analysis of Income - Producing Activities
Unrelat ed business income (a) Business code (b) Amount

04-6135027

Page 12

Enter cro ss amounts u nless otherwise indicated 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 t 5 Net rental income or (loss ) from real estate a Debt-financed property b Not debt-financed property 6 Net rental income or ( loss) from personal t pro perty o 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

c ai des by section 512 , 513 , or 514 Ex^ „_ s ee ( d) Amount

(e)
Related or exempt function income

14 14

421,529. 11,726 , 154.

18

31,543 649.

18

3 , 493.

0.

4 3 6 9 4 8 2 5.
13

0.
43,694,825.

Pat XVI»I3
Line No . y

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 1b 1

X X X X X X X 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 any of the above is 'Yes, complete the following schedule Column (b) should always show the fair market value of the goods, ot her ass ets, d If the answer to 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

® No

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
Firm's name (or yours

`o
a

p, m

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

&

CO

If self-envlo v,
addrs, andZlPcode

723622 o2-20-08

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

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

OMB No 1545-0047

2007
I Employer identification number

Name of organization

CARL & RUTH SHAPIRO FAMILY FOUNDATION
Organization type (check one): Filers of: Form 990 or 990-EZ Section: = 501 (c)( ) (enter number) organization

1

04-6135027

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

723451 12-27-07

5 of Pen i
Name of organization Employer Identification number

& RUTH SHAPIRO FAMILY FOUNDATION
P (a) No. I Contributors (See Specific Instructions.) (b) Name, address , and ZIP + 4

04-613502

(c) Aggregate contributions

(d) Type of contribution

1

CARL S HAP I RO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name, address , and ZIP + 4 (c) Aggregate contributions

Person $ 4,120,643.
Payroll Noncash

0

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

(a) No.

2

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 12,945,654.
Payroll Noncash
(Complete Part II if there is a noncash contribution.) (d) Type of contribution

(a) No.

3

SHAPIRO FAMILY CHARITABLE LEAD TRUST C/0 ONE WASHINGTON STREET,
WELLESLEY, MA 02481
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 14,077,399.
Payroll Noncash
(Complete Part II if there is a noncash contribution.) (d) Type of contribution

STE 202

(a) No.

4

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address, and ZIP + 4 (c) Aggregate contributions

Person
Payroll

$

2,497,190.

Noncash

OX

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

(a) No.

5

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name, address , and ZIP + 4 (c) Aggregate contributions

Person $ 2,583,300.
Payroll Noncash
(Complete Part II if there is a noncash contribution.) (d) Type of contribution

(a) No.

6

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 33480 $ 117,887.

Person
Payroll Noncash EX

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

7 1 7 1 9 - 9 7.n7

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

5 of Part i

Employer Identification number

CARL & RUTH SHAPIRO FAMILY FOUNDATION
Rare I (a) No. Contributors (See Specific Instructions.) (b) Name, address , and ZIP + 4

04-61350

(c) Aggregate contributions

(d) Type of contribution

7

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 33480
(b) Name , address, and ZIP + 4 (c) Aggregate contributions

Person $ 677,400.
Payroll Noncash

El
OX

(Complete Part II if there is anoncashcontnbution.) (d) Type of contribution

(a) No.

8

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 879,400.
Payroll Noncash

0
Q M

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

(a) No.

9

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person
Payroll

El

$

1,823,760.

Noncash

EXI

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

(a) No.

10

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address, and ZIP + 4 (c) Aggregate contributions

Person
Payroll

0
El

$

414,909.

Noncash
(Complete Part II if there is a noncash contribution (d) Type of contribution

(a) No.

11

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person
Payroll

El

$

1,403,928.

Noncash

EXI

(Complete Part II if there is a noncash contribution ; (d) Type of contribution

(a) No.

12

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 33480 $ 2,634,800.

Person
Payroll Noncash

0
Q 0

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

723452 1 2_507_m

Schedule B (Form 990. 991 Name of organization

3 of

5 of Pen

Employer Identification number

CARL & RUTH SHAPIRO FAMILY FOUNDATION
Part I (a) No. Contributors (See Specific Instructions.) (b) Name , address , and ZIP + 4

04-6 135027

(c) Aggregate contributions

(d) Type of contribution

13

CARL S HAP I RO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 1,302,480.
Payroll Noncash

0
Q OX

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

(a) No.

14

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 4,161,600.
Payroll Noncash OX

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

(a) No.

15

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person
Payroll

$

1,156,000.

Noncash

EKI

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

(a) No.

16

CARL S HAP I RO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name, address , and ZIP + 4 (c) Aggregate contributions

Person $ 2,180,800.
Payroll Noncash
(Complete Part II if there is a noncash contnbution.)

(a) No.

(CO Type of contribution

17

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address, and ZIP + 4 (c) Aggregate contributions

Person $ 1,090,400.
Payroll Noncash
(Complete Part II if there is a noncash contribution.) (d) Type of contribution

(a) No.

18

CARL S HAP I RO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0 $ 1,412,010.

Person
Payroll Noncash

0
0

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

72gas2 „_„-n,

4 or
Name otbrganizatlon

5 or P

Employer identif ication number

& RUTH SHAPIRO FAMILY FOUNDATION
Part I (a) No. Contributors (See Specific Instructions.) (b) Name, address, and ZIP + 4

04- 6135027

(c) Aggregate contributions

(d) Type of contribution

19

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 1,314,630.
Payroll Noncash
(Complete Part II if there is a noncash contribution.) (d) Type of contribution

(a) No.

20

CARL S HAP I RO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 4,752,000.
Payroll Noncash
(Complete Part II if there is a noncash contnbution.) (d) Type of contribution

(a) No.

21

RUTH

SHAPIRO

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

$

2,851,200.

Person Payroll Noncash

0 Q FR

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

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

22

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 923,125.
Payroll Noncash

U

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

(a) No.

23

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 33480
(b) Name, address, and ZIP + 4 (c) Aggregate contributions

Person $ 923,125.
Payroll Noncash

U
U

(Complete Part II if there isanoncashcontnbution.) (d) Type of contribution

(a) No.

24

CARL SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 33480 $ 1,384,400.

Person
Payroll

0
0

Noncash

OX

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

793457 „_„_fl,

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

Page

5 of

5 of Part I

Employer Identification number

CARL
Pad I (a) No.

& RUTH SHAPIRO FAMILY

FOUNDATION

04-61 35027

Contributors (See Specific Instructions.) (b) Name , address , and ZIP + 4 (c) Aggregate contributions (d) Type of contribution

25

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address, and ZIP + 4 (c) Aggregate contributions

Person
Payroll

$

2,076,600.

Noncash

EXI

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

(a) No.

26

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45 PALM BEACH, FL 3 3 4 8 0
(b) Name , address , and ZIP + 4 (c) Aggregate contributions

Person $ 727,650.
Payroll Noncash Q

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

(a) No.

27

RUTH SHAPIRO 2 NORTH BREAKERS ROW #45
PALM BEACH, FL

Person $ 888,800.
Payroll Noncash OX

334 80
(c) Aggregate contributions

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

(a) No.

(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

Schedule B (Form 990, 990-E7, or

1 of

4 of Part ll

Name oForganization

Employer identification number

& RUTH SHAPIRO FAMILY FOUNDATION Part It
(a)
f rom f Part I Description of noncash property given

04-6135027

Noncash Property (See Specific Instructions.)
(c)
FMV (or estimate) (see instructions) Date received

58,000 SHS AETNA 4

$
(a)
No. from Part I (b) Description of noncash property given

2,497,190.
(c)
FMV (or estimate) (see instructions)

01/02/07

(d) Date received

60,000SHS AETNA 5 $
(a)
No. from Part I Description of noncash property given

2,583,300.
(c)
FMV (or estimate) (see instructions)

01/02/07

Date received

2,200 SHS BANK OF AMERICA

6 $
(a) No. from Part I

117,887.
(c)

01/02/07

Description of noncash property given

FMV (or estimate) (see instructions)

Date received

40,000 SHS XEROX 7

$
(a) No. from Part I

677,400.
(c)

01/02/07

Description of noncash property given

FMV (or estimate) (see instructions)

Date received eived

20,000 SHS COACH

8
$
(a) No. from Part I

879,400.
(c)

01/02/07

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(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)

Schedule B (Form 990, 99

2 of

4 o f Part II

Name oforganization

Employer identification number

CARL & RUTH SHAPIRO FAMILY FOUNDATION
P It Noncash Property (See Specific Instructions.)

04-6135027

(a)
fom Part I Description of noncash property given

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

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

414,909.

05/24/07

(b) Description of noncash property given

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

(d) Date received

61,200 SHS NEWS CORP

11
$
(a) No. from Part I

1,403,928.
(c)

05/24/07

(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.
(c)

05/24/07

(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)

11/01/07

(b)
Description of noncash property given

Date received

90,000SHS BANK OF AMERICA

14 $
(a) No. from Part I

4,161,600.

11/01/07

Description of noncash property given

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

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)

Schedule B (Form 990, 990-EZ, or 990Name of• organization

3 of

4 of Pert u

Employer identification number

CARL & RUTH SHAPIRO FAMILY FOUNDATION Part 11 (a)
No. from Part 1 (b) Description of noncash property given

104-6135027

Noncash Property (See Specific Instructions.) (c)
FMV (or estimate) (see instructions) (d) Date received

40,000 SHS ABBOTT LAB

16 $
(a) No. from Part 1

2,180,800.
(c)

11/01/07

(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.
(c)

11/01/07

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(CO Date received

34,800 SHS GENERAL ELECTRIC

18 $
(a)
No. from Part I (b) Description of noncash property given

1,412,010.
(c)
FMV (or estimate) (see instructions)

11/01/07

(d) Date received

32,400 SHS GENERAL ELECTRIC

19 $
(a) No. from Part I

1,314,630.
(c)

11/01/07

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(CQ Date received

50,000 SHS HARTFORD FINANCIAL

20 $
(a)
No. from Part I Description of noncash property given

4,752,000.
(c)
FMV (or estimate) (see instructions)

11/01/07

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)

Schedule B (Form 990, 991 Name of organization

4 of

4 of Pert u

Employer Identification number

& RUTH SHAPIRO FAMILY FOUNDATION
Part It
(a) No. from Part I

04-61 35027

Noncash Property (See Specific Instructions.)
(c) (b)
Description of noncash property given

FMV (or estimate) (see instructions)

(d)
Date received

25,000 SHS MICROSOFT

22 $
(a) No. from Part I

923,125.
(c)

11/01/07

(b) Description of noncash property given

FMV (or estimate) (see instructions)

(CQ Date received

25,000 SHS MICROSOFT

23 $
(a) No. from Part I

923,125.
(c)

11/01/07

(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)

11/01/07

(b) ( Description of noncash property given

(d) Date received

30,000 SHS PROCTER & GAMBLE

25 $
(a) No. from Part I

2,076,600.

11/01/07

Description of noncash property given

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

Date received

30,000 SHS PFIZER INC.

26
$
(a) No. from Part I

727,650.

11/01/07

Description of noncash property given

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

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
(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

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

PART OF

IV 1

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

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/
h

P P P P P P P

VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS

VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS

k

m n 0
(e) Gross sales price ( f) Depreciation allowed (or allowable ) (g) Cost or other basis plus expense of sale ( h) Gain or (loss) ( e) plus (f) minus (g)

a b c d e f
h

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

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

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

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 ( k) Excess of col (I) over col (j), if any (I) Losses (from col (h)) Gains (excess of col ( h) gain over col (k), but not less than '-02)

a b c
d e

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

f
h

1 , 782. 0.

k I

m n 0
2 Capital gain net income or ( net capital loss) ) (lo ss) lso enter in Part I, Ilne 7 1 ain, a If loss , enter"-021n Part I , line 7 1

2

31 , 543,649.

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

3

N/A

2007 DEPRECIATION AND AMORTIZATION REPORT

FORM 990-PF PAGE 1
Date Acquired Unadjusted Cost Or Basis Bus % Excl Reduction In Basis Basis For Depreciation

990-PF
Accumulated Depreciation Current Sec 179 Current Year Deduction

reset No

Description

Method

Life

Line

No

1 FURNITURE AND FIXTURES 12 15 02 00D 2 EQUIPMENT 3 FFICE RENOVATION 4 S"P"ICE EQUIPMENT 5 FFICE EQUIPMENT
V 1.iURE AND T !XTURE

.00 16 .00 16 .00 16 .00 16 .00 16
♦00 16

4,882. 430. 31,637. 1,290.. 6,036.
51t761A

4,882. 430. 31,637. 1+29O. 6,036.
51r7 61.

4,591. 22. 31,637. 1.290. 6,036.
5 1,761•

107. 1-63. 0. 0. 0.
0

12 11 06 200D1 12 15 02 00D 11 1 02 00b 01 14 03 00D
3. 0 0D

.

7 EQUIPMENT QU'IPMENT 9 OMPUTERS

03 06 07 00D 09 12 07 00D 11 06 07 00D

.00 19 .00 19 .00 19

51,988. 28#125. 8,985.

51,988. 28x125. 8,985. 650x183. 112,570. 0, 947x887. 95,337. 0.

10,398. 5.625. 1,797. 7x641. 16,081. 41x812.

10 LEASEHOLD IMPROVEMENT 07 01 07 SL

39.00 191 650,183.

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

728102 04-27-07

(D) - Asset disposed

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

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

FORM 990-PF

INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS

STATEMENT

1

SOURCE MORGAN CD MORGAN PREMIER MORGAN-SWEEP TOTAL TO FORM 990-PF, PART I, LINE 3, COLUMN A

AMOUNT 93,633. 320,272. 7,624. 421,529.

FORM 990-PF

DIVIDENDS AND INTEREST FROM SECURITIES

STATEMENT

2

SOURCE LEHMAN CORP INTEREST LEHMAN DIVIDENDS MADOFF US INT SH025-2

GROSS AMOUNT 193,333.

CAPITAL GAINS DIVIDENDS 0.

COLUMN (A) AMOUNT 193,333.

69,196.
541,500.

0.
0.

69,196.
541,500.

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

5,106,671.
1,193,444. 529,658. 1,124. 2,612.

0.
0. 0. 0. 0.

5,106,671.
1,193,444. 529,658. 1,124. 2,612.

MADOFF- DIVIDENDS SH191-3
MORGAN PRIME MONEY MKT CAP

35,248.
2,930,185.

0.
0.

35,248.
2,930,185.

MORGAN US GOVT OBLIG
MORGAN US TREAS TOTAL TO FM 990-PF, PART I, LN 4

1,098,121.
25,062. 11,726,154.

0.
0. 0.

1,098,121.
25,062. 11,726,154.

FORM 990-PF

OTHER INCOME

STATEMENT

3

DESCRIPTION FEDERAL TAX OVERPAYMENT APPLIED TOTAL TO FORM 990-PF, PART I, LINE 11

(A) REVENUE PER BOOKS 3,493. 3,493.

(B) NET INVESTMENT INCOME 0. 0.

(C) ADJUSTED NET INCOME

STATEMENT(S)

1,

2,

3

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027
STATEMENT

FORM 990-PF

LEGAL FEES

4

DESCRIPTION LEGAL FEES TO FM 990-PF, PG 1, LN 16A

(A) EXPENSES PER BOOKS

(B) NET INVESTMENT INCOME

(C) ADJUSTED NET INCOME

(D) CHARITABLE PURPOSES 17,407. 17,407.

34,814.
34,814.

17,407.
17,407.

FORM 990 -PF

ACCOUNTING FEES

STATEMENT

5

DESCRIPTION ACCOUNTING FEES TO FORM 990-PF, PG 1, LN 16B

(A) EXPENSES PER BOOKS 10,000.

(B) NET INVESTMENT INCOME 10,000.

(C) ADJUSTED NET INCOME

(D) CHARITABLE PURPOSES 0. 0.

10,000.

10,000.

FORM 990-PF

OTHER PROFESSIONAL FEES

STATEMENT

6

DESCRIPTION OTHER PROFESSIONAL FEES TO FORM 990-PF, PG 1, LN 16C

(A) EXPENSES PER BOOKS

(B) NET INVESTMENT INCOME

(C) ADJUSTED NET INCOME

(D) CHARITABLE PURPOSES

5,899. 5,899.

0. 0.

5,899. 5,899.

FORM 990-PF

TAXES

STATEMENT

7

DESCRIPTION MASS ANNUAL FEE DELAWARE ANNUAL FEE STATE UNEMPLOYMENT TAXES PAYROLL TAXES FEDERAL INCOME TAX TO FORM 990-PF, PG 1, LN 18

(A) EXPENSES PER BOOKS 250. 25. 1,676. 14,500. 442,218.

(B) NET INVESTMENT INCOME 0. 0. 0. 0. 0.

(C) ADJUSTED NET INCOME

(D) CHARITABLE PURPOSES

0. 0.
1,676. 14,500. 0.

458,669.

0.

16,176.

STATEMENT(S)

4,

5,

6,

7

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

FORM 990-PF

OTHER EXPENSES

STATEMENT

8

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, PG 1, LN 23

(A) EXPENSES PER BOOKS

(B) NET INVESTMENT INCOME

(C) ADJUSTED NET INCOME

(D) CHARITABLE PURPOSES

1,128. 3,465.
1,321.

0. 3,465.
1,321.

1,128. 0. 0.
2,833. 412. 0. 3,142. 3,643. 0. 1,720. 395. 0.

2,833. 412.
4,677.

0. 0.
0.

3,142. 7,286. 1,494. 1,720. 395.
1,378. 29,251.

0. 3,643. 1,494. 0. 0.
0. 9,923.

13,273.

FORM 990-PF

OTHER DECREASES IN NET ASSETS OR FUND BALANCES

STATEMENT

9

DESCRIPTION NET ASSET ADJUSTMENT- DIFFERENCE BETWEEN COST AND FMV OF SECURITIE DONATED TOTAL TO FORM 990-PF, PART III, LINE 5

AMOUNT

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

FORM 990-PF

U.S.

AND STATE/CITY GOVERNMENT OBLIGATIONS

STATEMENT

10

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

U.S. GOV'T X X

OTHER GOV'T

BOOK VALUE 197,396,162.

FAIR MARKET VALUE 199,666,505. 10,065,625.

9,987,820. 207,383,982.

209,732,130.

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS TOTAL TO FORM 990-PF, PART II, LINE 10A

207,383,982.

209,732,130.

STATEMENT(S)

8,

9,

10

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

FORM 990-PF

CORPORATE STOCK

STATEMENT

11

DESCRIPTION CORPORATE STOCK TOTAL TO FORM 990-PF, PART II, LINE 10B

BOOK VALUE 14,000,012. 14,000,012.

FAIR MARKET VALUE

12,804,800. 12,804,800.

FORM 990-PF

DEPRECIATION OF ASSETS NOT HELD FOR INVESTMENT

STATEMENT

12

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

COST OR OTHER BASIS

ACCUMULATED DEPRECIATION

BOOK VALUE

4,882.
430.

4,698.
185.

184.
245.

31,637. 1,290. 6,036.
51,761.

31,637. 1,290. 6,036.
51,761.

0. 0. 0.
0.

IMPROVEMENT

FURNITURE AND FIXTURES TOTAL TO FM 990-PF, PART II, LN 14

51,988. 28,125. 8,985. 650,183. 112,570.
947,887.

10,398. 5,625. 1,797. 7,641. 16,081.
137,149.

41,590. 22,500. 7,188. 642,542. 96,489.
810,738.

FORM 990-PF

OTHER ASSETS

STATEMENT

13

DESCRIPTION CONSTRUCTION IN PROGRESS ACCRUED INTEREST ON BOND ACQUISITION TO FORM 990-PF, PART II, LINE 15

BEGINNING OF YR BOOK VALUE 25,000. 55,800. 80,800.

END OF YEAR BOOK VALUE 0. 0. 0.

FAIR MARKET VALUE 0. 0. 0.

STATEMENT (S)

11,

12,

13

CARL & RUTH SHAPIRO FAMILY FOUNDATION

04-6135027

FORM 990-PF

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

STATEMENT

14

NAME AND ADDRESS CARL J. SHAPIRO 2 N BREAKERS ROW PALM BEACH, FL 33480 RUTH G. SHAPIRO 2 N BREAKERS ROW PALM BEACH, FL 33480 RHONDA S. ZINNER 75 PARK PLAZA BOSTON, MA 02116 ELLEN S. JAFFE 75 PARK PLAZA BOSTON, MA 02116 LINDA S. WAINTRUP 75 PARK PLAZA

TITLE AND AVRG HRS/WK CHAIRMAN 20.00

COMPENSATION

EMPLOYEE BEN PLAN EXPENSE CONTRIB ACCOUNT

0.

0.

0.

SECRETARY, 4.00

TREAS & TRUSTEE 0.

0.

0.

PRESIDENT 20.00

0.

0.

0.

TRUSTEE 4.00

0.

0.

0.

TRUSTEE 4.00

0.

0.

0.

BOSTON, MA 02116
JEAN S. WAYLAND, WHITNEY MA 01778 PROGRAM DIRECTOR

112 WOODRIDGE ROAD

32.00

95,111.

12,079.

0.

TOTALS INCLUDED ON 990-PF,

PAGE 6,

PART VIII

95,111.

12,079.

0.

FORM 990-PF

PART XV - LINE 1A LIST OF FOUNDATION MANAGERS

STATEMENT

15

NAME OF MANAGER CARL J. RUTH G. SHAPIRO SHAPIRO

STATEMENT(S)

14,

15

Form

2220

Underpayment of Estimated Tax by Corporations
^ See separate instructions. ^ Attach to the corporation's tax return . SHAPIRO FAM ILY FOUNDATION FORM
9 9 0 -PF

OMB No 1545-0142

Department of the Treasury Internal Revenue Service

2007

Name CARL & RUTH

Employer identification number 04-6135027

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

Total tax (see instructions) 2a 2b

436,540.

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

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

436,540.
598,507.

436,540.

6 7
8

(a)
9 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 Estimated tax paid or credited for each period (see

(b)

(c )

(d )

9

5/15/07

6/15/07

9/15/07

2/15/07

10

10 11

109,135. 122,218.

109 , 135.

109 , 135. 50,000.

109 , 135. 270,000.

11

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 14 16 17 Enter amount , if any, from line 18 of the preceding column Add amounts on lines 16 and 17 of the preceding column If the amount on line 15 is zero , subtract line 13 from line 12 13,083.

13 Add lines 11 and 12

13
14

13,083.

50 000.

270,000.

15 Subtract line 14 from line 13 If zero or less , enter -014 Otherwise , enter -0-

15
16

122,218.

13,083.
0.

9 6 , 052. 0.
46,052.

155,187. 114 , 813 .

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 04-6135027 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 Number of days from due date of Installment on line 9 to the data shown on line 19

19
20

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

23

24

Underpayment online 17 x Number of days online 23 x 7% 366 Number of days on line 20 after 3212008 and before 7/12008

25

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

1271

SEEI ATTACHED

WORKSHEET

28

Underpayment on line 17 x Number of days on line 27 x 366 Number of days online 20 after 9/30/2008 and before 1/1/2009

29

30

Underpayment on line 17 x Number of days on line 29 x'% 366 Number of days online 20 after 12/312008 and before 2/162009

31

32

Underpayment on line 17 x Number of days on line 31 x 365 Add lines 22, 24, 26, 28, 30, and 32

33

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 Form 2220 (2007)

712802 02-13-08

FORM 990-PF UNDERPAYMENT OF ESTIMATED TAX WORKSHEET

Name ( s) CARL
(A) Date

Identifying Number & RUTH SHAPIRO FAMILY FOUNDATION
(B) Amount (C) Adjusted Balance Due -0(D ) Number Days Balance Due

04-6135027
( E) Daily Penalty Rate (F) Penalty

05/15/07

109,135.

109,135.

05/15/07 05/15/07 06/15/07 09/12/07 09/15/07 12/13/07
12/15/07

<120 , 000. > <2,218. > 109 135. <50 , 000. > 109 135. <270 , 000. >
109 135.

<10 , 865. > <13 , 083. > 96 , 052. 46 , 052. 155 187. <114 , 813. >
<5 , 678. >

89 3 89

.000219178 .000219178 .000219178

1,874. 30. 3,027.

12/31/07 03/31/08

0. 0.

<5 , 678. > <5 , 678. >

91 45

.000191257 .000163934

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

4 , 931.

04-27-07

Forth

4562

OMB No 1545-017 2

Depreciation and Amortization 990-PF
(Including Information on Listed Property)
lll^ See separate instructions. NO- Attach to your tax return. Business or activity to which this form relates

2007
Attachment Sequence No 67 Identifying number

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

CARL & RUTH SHAPIRO FAMILY FOUNDATION
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 -06 (a) Description of property I

IFORM 990-PF PAGE

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 2 3 4
I (c) Elected cost

500 , 000.

(b) Cost (business use only)

7 7 Listed property. Enter the amount from line 29 section 179 property. Add amounts in column (c), lines 6 and 7 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 Special Depreciation Allowance and Other Depreciation ( Do not include listed property.)

8 9 10 11 12

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

14 15 16

270.

17

Section B - Assets Placed in Service Durina 2007 Tax Year Usina the General Depreciation System
(a) Classification of property (b) Month and year placed In service (c) Basis for depreciation (businessAnvestment use only - see instructions) (d) Recovery period ( e) Convention (}) Method (g) Depreciation deduction

19a

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

c
d

7 -y ear p ro p ert y
10 ear propert y 15 ear propert y 20 ear propert y ear propert y

098. 5 YRS. 570. 7 YRS.

HY HY

200DB 200DB

17,820. 16 , 081.

h i

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 / / y rs. 27.5 y rs. 27.5 y rs. 12 y rs. 40 yrs. S/L S/L S/L 21 22

7,641.

20a b c

Class life 12 ear 40-year

/

MM

I Part IV

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 LHA For Paperwork Reduction Act Notice , see separate instructions .

41,812.

Form 4562 (2007)

Form4562 (2007)
pan Vf

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.)
9da no you have evidence to sunnort the husmesslnvestment use claimed? Ti Yes F-1 No 24h If 'Yec' is the evidence wntten? F1 Yes n No

(a) Type of property (list vehicles first)

(b) Date placed in service

(c) Business/ investment use percentage

(e) Cost or other basis
Basis for depreciation

rousinessrnvestment use onyx

(f) Recovery period

(9) Method/ Convention

(h) Depreciation deduction

(i) Elected section 179 cost

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

25

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

%I

I

I I

IS/LIS/L

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

29 Add amounts in column (I), line 26. Enter here and on line 7, page 1 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. (a) Vehicle (b) Vehicle (c) Vehicle (d) Vehicle (e) Vehicle (f) Vehicle

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?

Yes

No

Yes

No

Yes

No

Yes

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

43 44

716252/11-03-07

Form 4562 (2007)

Carl and Ruth Shapiro Family Foundation Recipient Name

04-6135027 Status Public Charity Public Charity Relationsh None None Program Area

Statement #
Purpose of Grant

, Page 1
Amount

ACCESS Alpert Jewish Family & Children's Services American Cancer Society American Committee for the Weizmann Institute of Science Amer. Friends of Livnot U' Lehibanot American Friends of the Hebrew Univ. Amer. Friends of the Israel Museum American Friends of the Israel Philharmonic Orchestra American Heart Association American Jewish Committee American Society for Technion Anti-Defamation League ARMDI Artists for Humanity Associated Grant Makers Associated Grant Makers Association of Small Foundations BalletRox Belmont Hill School Berklee College of Music Beth Israel Deaconess Medical Center Beth Israel Deaconess Medical Center Boston Ballet

Education Jewish Interests

Operating Support Operating Support

$25,000 $25,000

Public Charity Public Charity

None None

Health Jewish Interests

Operating Support Operating Support

$40,000 $25,000

Public Charity Public Charity Public Charity Public Charity

None None None None

Jewish Interests Jewish Interests Jewish Interests Jewish Interests

Operating Support Operating Support Operating Support Operating Support

$1,000 $11,000 $10,000 $45,000

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None None None None None None

Health Jewish Interests Jewish Interests Jewish Interests Jewish Interests Arts & Culture Human Services Other Other Arts & Culture Education Arts & Culture Health Health Arts & Culture

Operating Support Operating Support Operating Support Operating Support Operating Support Project Support Project Support Membership Membership Project Support Operating Support Project Support Operating Support Capital Operating Support

$20,000 $15,000 $25,000 $150,000 $25,000 $30,000 $20,500 $8,400 $470 $20,000 $2,500 $30,000 $1,500 $700,000 $55,000

Carl and Ruth Shapiro Family Foundation Recipient Name Status

04-6135027 Relationship Program Area

Statement # Purpose of Grant

, Page 2 Amount

Boston Center for Independent Living Boston Children 's Chorus Boston Chinatown Neighborhood Ctr. Boston Foundation, The Boston Medical Center Boston Symphony Orchestra Boston Univ . School of Social Work Boys and Girls Clubs of Boston Brain Tumor Society Brandeis University Brandeis University Brandeis University Breast Cancer Research Foundation Brigham & Women ' s Hospital Brigham & Women ' s Hospital Brigham & Women ' s Hospital Brimmer and May School Camp Harbor View Casa Myrna Vasquez Center for Teen Empowerment, The Charley ' s Fund, Inc Children ' s Hospital Children's Museum Children 's Museum

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None None None None None None None None None None None None None None None

Human Services Arts & Culture Human Services Human Services Health Arts & Culture Education Human Services Health Education Education Education Health Health Health Health Education Human Services Human Services Human Services Health Health Arts & Culture Arts & Culture

Project Support Project Support Project Support Project Support Operating Support Operating Support Project Support Operating Support Operating Support Project Support Capital Operating Support Operating Support Project Support Operating Support Capital Operating Support Project Support Project Support Project Support Operating Support Capital Operating Support Capital

$25,000 $30,000 $25,000 $15,000 $10,000 $10,000 $5,000 $25,000 $10,000 $121,000 $2,850,000 $51,000 $50,000 $535,000 $64,200 $1,919,567 $52,000 $25,000 $25,000 $25,000 $1,000 $250,000 $10,000 $200,000

:arl and Ruth Shapiro Family Foundation
Recipient Name Status

04-6135027
Relationship Program Area

Statement #
Purpose of Grant

, Page 3
Amount

CityStage Company Combined Jewish Philanthropies Combined Jewish Philanthropies Community Art Center Community Music Center Community Rowing Cystic Fibrosis Supportis Dana Farber Cancer Institute Donors Forum of South Florida Dorchester Community Center for the Visual Arts Duke University Education Development Center , Inc. Elizabeth Stone House ESAC Facing History and Ourselves Fed. Dorchester Neighborhood Houses Food Project , The Friends of the Public Garden , The Gift of Life Bone Marrow Foundation Greater Boston Guild for the Blind Hadassah Handel and Haydn Society Harbor COV Harvard Graduate School of Education

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None

Arts & Culture Jewish Interests Jewish Interests Arts & Culture Arts & Culture Human Services Health Health Other Arts & Culture

Project Support Project Support Operating Support Project Support Project Support Project Support Operating Support Operating Support Membership Project Support

$10,000 $4,000 $356,500 $15,000 $20,000 $25,000 $10,000 $75,000 $2,500 $25,000

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None None None None None

Jewish Interests Health Human Services Human Services Education Arts & Culture Human Services Arts & Culture Health Human Services Jewish Interests Arts & Culture Human Services Education

Project Support Operating Support Project Support Project Support Operating Support Project Support Project Support Operating Support Operating Support Project Support Operating Support Operating Support Project Support Operating Support

$2,500 $5,000 $30,000 $25,000 $25,000 $15,000 $25,000 $5,000 $45,000 $35,000 $10,000 $2,500 $30,000 $2,500

:arl and Auth Shapiro Family Foundation
Recipient Name Status

04-6135027
Relationship P r og ram Area

Statement #
Purpose of Gra n t

, Page 4
Amount

Hebrew Senior Life Home for Little Wanderers , The Hospice of Palm Beach County Huntington Theater Company Huntington Theater Company Hyde Square Task Force Inquilinos Boricuas En Accion Institute of Contemporary Art Institute of Contemporary Art Interfaithfamily .com Jewish Adoption and Foster Care Jewish Big Brother and Big Sister Jewish Family & Children's Services Jewish Federation of Palm Beach Cty. Jewish Guild for the Blind Jewish Home for the Aged of Palm Beach County Jewish Home for the Aged of Palm Beach County Jewish Theological Seminary Jewish Women ' s Archive Joslin Clinic Joslin Clinic Judge Baker's Children ' s Center Kenneth B. Schwartz Center

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None None None None None None None

Jewish Interests Human Services Human Services Arts & Culture Arts & Culture Arts & Culture Arts & Culture Arts & Culture Arts & Culture Jewish Interests Jewish Interests Human Services Human Services Jewish Interests Jewish Interests Jewish Interests

Project Support Operating Support Operating Support Operating Support Project Support Project Support Project Support Capital Project Support Operating Support Operating Support Project Support Project Support Operating Support Operating Support Project Support

$25,000 $1,000 $30,000 $65,000 $20,000 $20,000 $20,000 $100,000 $30,000 $2,500 $5,000 $15,000 $30,000 $160,000 $10,000 $10,000

Public Charity

None

Jewish Interests

Capital

$200,000

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None

Jewish Interests Jewish Interests Health Health Human Services Health

Operating Support Operating Support Project Support Operating Support Operating Support Operating Support

$3,600 $2,500 $50,000 $25,000 $5,000 $1,000

:arl and Ruth Shapiro Family Foundation
Recipient Name Status

04-6135027
Relationship Program Area

Statement #
Purpose of Grant

, Page 5
Amount

Kravis Center for the Performing Arts Kravis Center for the Performing Arts Lafayette College Lesley University Leukemia and Lymphoma Society Little Kids Rock Lymphoma Research Foundation Medicine Wheel Productions Michael J Fox Foundation Mujeres Unidas en Accion Muscular Dystrophy Association Museum of Fine Arts Museum of Fine Arts Museum of Science MYTOWN Natl. Center for Family Philanthropy Natl. Council on Spinal Cord Injury Northwestern University Norton Museum of Art Norton Museum of Art NYU Hospitals Center NYU Hospital Center One Family Inc. Origination

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None None None None None None None None None None None None None None None

Arts & Culture Arts & Culture Education Arts & Culture Health Arts & Culture Health Arts & Culture Health Human Services Health Arts & Culture Arts & Culture Arts & Culture Human Services Other Health Education Arts & Culture Arts & Culture Health Health Human Services Arts & Culture

Operating Support Capital Operating Support Project Support Operating Support Project Support Operating Support Project Support Operating Support Project Support Operating Support Project Support Capital Capital Project Support Membership Operating Support Operating Support Operating Support Capital Project Support Operating Support Project Support Project Support

$35,000 $300,000 $1,500 $20,000 $20,000 $10,000 $100,000 $25,000 $100,000 $25,000 $10,000 $20,000 $1,500,000 $200,000 $25,000 $1,000 $5,000 $2,500 $120,000 $100,000 $14,500 $24,500 $35,000 $10,000

Carl and Ruth Shapiro Family Foundation Recipient Name Status

04-6135027 Relationsh ip Program Area

Statement # Purpose of Grant

, Page 6 Amount

Palm Beach Comm. Chest United Way Palm Beach Country Club Foundation Palm Beach Opera Park School Partners for Youth with Disabilities Perkins School for the Blind Planned Parenthood League of MA Planned Parenthood of Palm Beaches Project Hope Project STEP Rehab . Center for Children and Adults Richard David Kann Melanoma Fdn. Rivers School , The Rodman Rides for Kids Roxbury Prepatory Charter School Sarah Lawrence College Second Step , The Simon Wiesenthal Center Sippican Lands Trust , Inc. Skimore College Society of the Four Arts Somerville Arts Council South End Community Health Center Spaulding Rehabilitation Center

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None None None None None None None None None None None None None None None

Human Services Arts & Culture Arts & Culture Education Human Services Human Services Health Health Human Services Arts & Culture Health Health Education Health Education Education Human Services Jewish Interests Other Education Arts & Culture Arts & Culture Health Health

Operating Support Operating Support Operating Support Operating Support Project Support Project Support Operating Support Operating Support Project Support Project Support Operating Support Operating Support Operating Support Project Support Operating Support Operating Support Project Support Operating Support Operating Support Operating Support Operating Support Project Support Operating Support Operating Support

$107,000 $4,000 $10,000 $47,500 $25,000 $50,000 $10,000 $10,000 $30,000 $20,000 $10,000 $10,000 $7,500 $25,000 $5,000 $10,000 $25,000 $25,000 $20,000 $500 $5,000 $9,000 $1,000 $5,000

;all and O!uth Shapiro Family Foundation Recipient Name Status

04-6135027 Relationship Program Area

Statement # Purpose of Grant

, Page 7 Amount

Summer Search Temple Israel Tenacity Thompson Island Outward Bound Topf Center for Dance Education United South End Settlements U.S. Holocaust Memorial Museum United Way of MA Bay University of Pennsylvania Urban Improv Vinfen Corporation WBUR Wellesley College Wellness Community , The West End House Boys and Girls Club WGBH Educational Foundation Whittier Street Health Center Winsor School Women ' s Express Zumix

Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity Public Charity

None None None None None None None None None None None None None None None None None None None None

Human Services Human Services Human Services Human Services Arts & Culture Arts & Culture Jewish Interests Human Services Education Arts & Culture Human Services Arts & Culture Education Health Human Services Human Services Arts & Culture Education Human Services Arts & Culture

Project Support Project Support Project Support Project Support Project Support Project Support Project Support Operating Support Operating Support Project Support Project Support Operating Support Project Support Operating Support Project Support Capital Project Support Operating Support Project Support Project Support

$35,000 $3,600 $30,000 $25,000 $15,000 $10,000 $25,000 $10,000 $2,500 $20,000 $20,000 $1,000 $5,000 $2,000 $25,000 $150,000 $10,000 $10,000 $30,000 $30,000

Total Number of Organizations

$12,884,837 146