Fem, Department of the Treasury Internal Revenue Serwce For?calendar year 2016 or tax year beginning Name of foundation 7 0 06 Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation Do not enter social security numbers on this form as it may be made public. Information about Form 990-PF and its separate instructions is at gov/form990pf Open to Public Inspection I OMB No 1545-0052 2016, and ending_ 26316 .20 A Employerident?r?cation number 46-1535719 Number and street (orl3 0 box number if mall is not delivered to street address) 10 DEARBORN Room/Suite _8 Telephone number(see instructions) 866-888-5157 City or town, state or provmce, country. and ZIP or foreign postal code If exemption application pending, cneck here . CHICAGOJ IL 60603 Check all that apply: Initial return Initial return of a former-public charity Final return Amended return Address change Name change 2 Foreign organizations computation Check type of organization? Section 501(c)(3) exempt private foundation Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation Fair market value of all assets at end of year (from Part II, col. line Accounting method:(j Cash l_l Accrual Other (specify) 85% test, check here and attach It private foundation status was terminated under section 507th)(1)(A), check here . 1 Foreign organizations, check nere . . El meetmg the It the loundatron is in a 60-month termination under section here . 16) 18 63 5 542 . (Part I, column must be on cash baSIs.) - Disbursements - 52:8 p12?, Net investment Adlusted net )for charitable may not necessarily equal the amounts in books income income purposes column (see instructions) (cash only) 1 Contributions, gifts, giants, etc received (attach scheduleInterest on savmgsand temporary cash investments- 4 DiVidends and inmrest from securities . 3094, 887 . 306 966 . STMT 1 5a Gross-rents Net rental income or (loss) 3 6: 2m of assets not orLline Capital gain net income (from Part IV, line 2) . 2 963 892. l't IE: 8 Net short-term capital gain r? - 9 Income modtfications QED 1 on! 't 155 108 less returns E3 VLI i Lui 1 U3 and allowances . .7 . . . 1 Less Cost of goodssold . nhnr-?u I 1- L. I Gross profit or (loss) (attach schedule) . . 2. 11 Other income (attach schedule) 11-51 756 . - 516 . STMT 2 12 Total 11 6,403,833. 312701342. 13 Compensation of officers,directors. trustees. etc 14 Other employee salaries and wages NONE NONE 15 PenSion plans, employee bene?ts NONE NONE 8 16a Legal fees (attach schedule) Accounting fees (attach schedule) .5 Other professronal feestattach g1? Interest STMTTaxes (attach schedule) (see '19 Deprecration (attach schedule) and depletion . 2 20 Occupancy 21 Travel, conferences, and meetings NONE NONE E. 22 Printing and publications NONE NONE 3'23 Other expenses (attach schedule) STMTTotal operating and administrative expenses. 5; 93 Add lines13through 23 206,502. 75,403. NONE 4,099. 25 Contributions. gifts, grants paid Totaleilponses anddisbursements Addlines24 and 25 2, 434, 002 . 75, 403 . NONE 2,231, 599 . 27 Subtract line 26 from line 12 a Excess otrovcnua over expenses and disbursements . . Net investment income (if negative, enter -0-) 3 I 1 94 I 939 Adiusted net income (if negative, enter -0-). . JSA For Paperwork Reduction Act Notice, see instructions. Forrn 990-PF (2016) N51N 08/29/2017 09:09:13 3 - Form sees? (2016) 46?1535719 Page 2 Attached schedules and amounts in the Beginning of year End of year Balance Sheets fm?gu'msoonnf: 1:522 3:5??Jgt3ntsolr end-owe? Book Value Book Value Fair Market Value 1 Cash ~non-interest-bearing 96 I 1 56 - 961156- 2 Savmgsand temporarycashinvestments . . . . . . . . . . . 2 534 626- 2 145 138- 2 145 138 3 Accounts receivable . 5% 5 Egg? 3" 3? 1% Less allowance fondeubtful accounts 4 Pledges recewable Less allowanceJor doubtful accounts 6 Receivables due from officers, directors, trustees, and other disqua??ed persons (attach schedule) (see instructions) . . . 7 Other notes and Ioans.receivable (attach schedule) Less: allowance for doubtful accounts NONE 13 8 inventories forsale or use. . . . 3 9 Prepaid expenses and deferred charges . . . . . . . . . . . . 103 Investments- US and state governmentobligationslattach schedule). . Investments - corporate stock (attach schedule) . STMT .7, 7 789 697 . 8,lnvestments- corporate bonds (attach schedule). STMT .lnvestments- land, burldings. 7ng $525353 ii; at"? and eqmpment baSlS Less accumulated depreciation (attach schedule) 12 Investments -mortgageloanslnvestments- other (attach schedule) STMT .10 2 727, 446. $4 322 5 91%. ?4 .559" We gee ?it Less accumulated depreciation? (attach schedule) 15 Other assets (describe . 16 Total assets (to be completed by? all filers - see the instructions. Also, see page 1,item I) l6_,_795,_618. 17, 743, 368, 17 Accounts payable and accrued expenses 18 GrantspayableLoans from of?cers, directors,trustees,and other disqualified persons. . '8 '21 Mortgages and other notes payable (attach scheduleOther liabilities (describe 23 Total liabilities (add lines 17 through 22Foundations that follow SFAS 117, check here . PLJ and complete lines 24 through *26 and lines 30 and 31. 24 Unrestricted E. 25 Temporarily restricted .526 . . . . . . . . . . . . . . . . . . . . Foundations that do not follow SFAS 117, check here and complete lines 27 through 31. 4?3; :27 Capital stock, trust prinCIpal, or current funds . . . . . . . . . 1647951 618 . Retained earningsaccurmriated income, endowment,or other tunds . . .p 30 Total net assets or fund?balances (see instructions) . l6 792L618 . 17Total liabilities and net assets/fund balances (see instructions16,795,618. mnalysis of Cthes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part II, column line 30 (must agree with end-of-year figure reported on prior year's return16,795,618. .. 2 3 Other increases not included in line 2 (Itemize) 3 4 5 Decreases not included in line 2 (itemize) SEE STATEMENT 11 5 3, 022,081. 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column line 30 . . . . 6 17, 743, 368 . JSA GE 1420 1 000 EIK138 08/29/2017 09:09:13 0 06 Form 990-PF (2016) . 46?1535719 Form 990% (2016) Page 3 Capital Gains and Losses for Tax on Investment Income List and describe the kind(s) of property sold real estate, 13233?er Date acqu?ed Date sold 2-story brick warehouse, or?common stock, 200 MLC Co E13333: (m0 .dav.vrl (mo.,day,yr) 1 a PUBLICLY TRADED SECURITIES Depreciation allowed (9) (3051 or other basis Gain or (loss) Gross sales price (or allowable) plus expense of sale plus (fl minus (9) 6,755,153. 3,791,261. 2,963,892. OQOUN Complete only forassets showmg gain in column and owned by the foundation on 12/31/69 (I) Gains_(Col. gain minus F.M.V as of 12/31/69 $258) COL 0' a 2,963 892 . 2 Capital gain net income or lnet capital loss) If gain, also enter In Part line 7 - If (loss), enter -0- in Part I, line Net short-term capital gain as defined in sections 1222(5) and If gain, also enter in Part I, line 8, column (0) (see- instructions). If (loss), enter -0- in} Part I, line 8 _3 Quali?cation Under Section 4940(e) for Reduced Tax on Net (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) lf'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? [3 Yes ?3 No If "Yes," the foundation does not qualifyvunder section 4940(e). Do not complete this'part. 1 Enter the appropriate amount in each column for each? year; see the instructions before making any entries. Calendar In) Adiusted qualifying distributions Net value of noncharitable?use assets (col (cl) 2015 #892,465. 14,008,606. 0.135093 2014 1,020,184. 9, 955,401. 0.102475 2013 456?28. 79,962,458. 0.045825 2012 NONE 6 . NONE 201 1 2 Total of line 1, column 2 0 . 283393 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 3 0 . 070848 4 Enter the net value of noncharitabIe?use_assets for 2016 fr0m Part X, line Multiply line4 by line3 5 111821062- 6 Enter 1% of net investment income of Part I, line 27bAdd lineSSandG 7 122111.011. 8 Enter qualifying distributions from Part XII, line line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions. 0214301000 Form 990-PF (2016) EIK138 N51N 08/29/2017 09:09:13 5 - 46?1535719 Page 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 see instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here I: and enter'N/A? onlinel Date of ruling or determination letter (attach copy of letter if necessary - see instructions) Domestic foundations that meet the section 4940le) requnements in ?Part V, check 1 31,949. here I and enter 1% of Part I, line 21b All other domestic foundations enter 2% of line 27b Exempt?foreign organizations enter 4% of Part I, line 12, col. 2 Tax under secti0n 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 3 Addlines1and2 . . 3 31-1949- 4 Subtitle A (income) tax (domestic section trusts and taxable foundations only. Others enter -0- 4 NONE 5 Tax based on investment income. Subtract line 4 from line 3. If zero or.less, enter Credits/Payments a 2016 estimated tax payments and 2015 overpayment credited to 2016 . . . . 53 l; 000 . Exempt foreign organizations - tax Withheld at source 5b NONE Tax paid With application for extensmn of time to ?le (Form 8868) 6c 62 000 . d. Backup erroneously Withheld 5d 7 Total credits and payments. Add lines 6a through 6dEnter any- penalty for underpayment of estimated tax Check here - if Form 2220 is attached 8 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed 9 1O Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid Enter the amount of line 10 to be Credited to 2017 estimatedJax 10 1 000 . Refunded 11 3 91 051 Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any? national, state, or local legislation or did it Yes No partJCIpate or intervene in any political campaign? - 1a Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions for the definition)7 If the answer is "Yes" to 13 or 1b, attach a detailed description of the actit?ties and copies of any materials published or distributed by the foundation in connection With the actiwties Did the foundation file Form 1120-PGL?for this year? 1? Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year (1)On the foundation (2) On foundation managersf> Enter the reimbursement (if any) paid by .the foundation during the year for political expenditure tax imposed on foundation managers 2 Has the foundation engaged in anyactIVIties that have not prewously been reported to the IRS7 2 If "Yes,?attach a detailed description of the actiwties 3 Has the foundation made any changes, not preVIously reported to the IRS, in its governing instrument, articles of - incorporation, or bylaws, or other Similar instruments? If "Yes,"attach a conformed copy of the changes 3 4a Did the foundation have unrelated busrness gross income of $1,000 or more during the year? 43 If "Yes," has it filed a tax return on Form 990-T for this year? 4b 5 Was there aliquidatJon, termination, dissolution, or substantial contraction during the year? 5 If 'Yes,"attach the statement requrred by General Instruction T. 6 Are the reqmrementS?uf section 508(6) (relating to sections 4941 through 4945) satisfied either 0 By language in the governing instrument, or .i By state legislation that effectively amends the governmg instrument so that no mandatory directions that conflict With the state law remain in the governing instrument? 5 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes,"complete Part II, col? and Part XV 7 Ba Enter the states to which the foundation reports or With which it is registered (see instructions) NY 5 If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attomey General (or de5ignate) of each state as requned by General Instruction G7lf We, attach explanation 8b 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942())(3) or for calendar year 2016 or the taxable year beginning in 2016 (see instructions for Part If "Yes," complete Part XIV 9 10 Did any persons become substantial contributors during the tax year7 If "Yes," attach a schedule listing their names and addresses TMT 12 10 Form 990-PF (2016) JSA 651440 1 000 EIK138 N51N 08/29/2017 09:09:13 Form BBQ-PF (2016) - Part VII-A Statements Regarding Activities (continued) 46?1535719 Page 5 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity Within the Yes meaning of?section 512(b)(13)? If ?Yes," attach schedule (see instructions) 1 1 12 Did the foundation make a distribution to a donor adVIsed fund over which the foundation Or a dIsquali?ed person had adVIsory prIVileges7 If "Yes," attach statement (see Instructions) 12 13 Did the foundation comply With the public inspectIon reqmrements for Its annual Jeturns _and exemption applicatiom 13 WebSIte address A 14 The books are In care of JP MORGAN CHASE BANK, N.A. Telephone no. >(365) 888-5157 Located at 10 DEARBORN IL-O 117, CHICAGO, IL 60603 15 Section 4947(a)(1) nonexempt charitable trusts filing Form In lieu of Form 1041 -- Check here and enter the amount of tax-exempt Interest reCered or accrued during the year 15 I ?16 At any time dunng calendar year 2016, did the foundation have an Interest in or 3 Signature or other authority Yes overa bank, securities, or other finanCIal account In a foreign country? See the instructions for exceptions and ?ling reqmrements for Form 114 If "Yes," enter the name of the foreign country -?Part VII-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. 1a During the year did the foundation (either directly or Indirectly) (1) Engage In the sale or exchange, or leasmg of property With a disqualified person? Yes (2) Borrow money from, lend money to, or otherWIse extend credit to (or accept It from) a .No disqualified person? Yes No (3) Furnish goods, serVIces, or to (or accept them from) a disqualified-person7 Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disquali?ed person7 'Yes No (5) Transfer any income or assets to a dISquaIi?ed person (or make any of either available for the benefit or use of a disqualified person)? Yes El No (6) Agree to pay money or property to a government offICIaP (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 No If any answer Is "Yes" to did any of the acts fail to qualify under the exceptions described In Regulations section 53 or In a current notice regarding disaster_aSSIstance (seeinstructionsP Organizations relying on a current notice regarding disaster as5istance check here . . . . . . . . . . E) Did the foundation engage In a prior year In any of the acts described in 13, other than excepted acts, that were not corrected before the first day of the tax year beginning In 20167 2 Taxes on failure to distribute Income (section 4942) (does not apply for years the foundation was 5 operating foundation de?ned in section 4942(j)(3) or 4942(j)(5)) a At the end of tax year 2016, did the foundation have any undistributed income (lines 6d and 6e, Part for tax year(s) beginning before 20167 I: Yes (E No If ?Yes," listthe years Are there any years listed In 2a for which the foundation Is not applying the- prOVISIons ?01" section 4942(a)(2) (relating to Incorrect valuation of assets) to the year?s undistributed all years listed, answer "No' and attach statement - see Instructions.) private income? (If applying section 4942(a)(2) to If the prOVISIons_of_section 4942(a)(2) are being applied to any of the years listed In 2a, list the years here. . Did the foundation hold more than a 2% direct or Indirect Interest In any busmess enterprise at any time during the year? . C(Yes .No If "Yes," did It have excess busmess holdings In 2016 as a result of (1) any purchase by the foundation or disquali?ed persons after May 26, 1969, (2) the lapse of the? 5-year period (or longer period approved by the Commissmner under section 4943(c)(7)) to dispose of holdings acqurred -by gift or bequest, or (3) the lapse of I I 15 mt; 233% ig? $339.3?? 3' the 10-, 15-, or 20?year first phase holding period7 (Use Schedule C, Form 4720, to determine If the foundation had excess busmess holdings in 2016 I 3b 4a Did the foundation Invest during the year any amount in a manner that would jeopardize Its charitable purposes? 4a Did the foundation make any investment In 3 mm year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 20167 4b Forrn 990-PF (2016) JSA 50 1 000 EIK138 N51N 08/29/2017 09:09:13 Form 990m (2016) Part VII-B 5a 6a ?b 73 46?-l-535719 Pages Statements Regarding Activities for Which Form 4720 May Be Required (continued) During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or othemnse attempt to influence legislation (section 4945(e))7 Cl Yes No (2) In?uence the outcome of any specr?c public election (see section 4955), or to carry on, directly or indirectly, any voter registration drive? Yes No: (3) a grant to an indiwdual for travel, study, or other similar purposes? Yes N0 (4) Prowde a grant to- an organization other than a charitable, etc., organization described in section 4945(d)(4)(Al7 (see InstructionS) Yes? No (5) Provrde for any purpose other than religious, charitable, sc:enti?c, literary, or educational purposes, or for the prevention of cruelty to children or animals? I: Yes No If any answer is ?Yes" to did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster as5istance (see instructions)? 5b Organizations relying on a current notice regarding disaster check here If the answer is "Yes" to question 58(4), does the foundation claim exemption from the tax because it maintained expenditure responsrbility for the grant"Yes, "attach the statement reqwred by Regulations section 53 Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? Yes -_No Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract7 . 6b If "Yes" to 6b, file Form 8870 At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction7_ El .Yes El No If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? '71) 1 List all of?cers, directors, trustees, foundation managers and their compensation (see instructions). Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees; and Contractors Title, and average Compensation Contributions to Expense account, Wammd'e? ?teammate, otherauowances JAMES MURDOCH CO-PRESIDENT 1211 AVENUE OF THE AMERICAS, NEW YORK, NY 10036 5 -0- -0- -0- MURDOCH CO-PRESIDENT 1211 AVENUE OF THE AMERICAS, NEW YORK, NY 10036 5 -0- -0- -0- JESSE ANGELO 1211 AVENUE 0? THE AMERICAS, NEW YORK, NY 10036 5 -0- -0- -0- 2 Compensation of ?ve highest-paid employees (other than those included on line 1 - see instructio ns). If none, enter Name and address of each employeepaid more than $50,000 Title, and average hours per week devoted to posrtion Compensation Contributionsto employee bene?t plans and deferred compensation Expense account. other allowances NONE -O- -0- -0- Total number of other employees paid over $50,000 NONE Form 990-PF (2016) JSA 6E1460 1 000 EIK138 N51N 08/29/2017 09:09:13 0 06 46-1535719 Form 990-PF (2016) Page 7 ?information About Of?cers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five highest-paid independent contractors for professional services (see instructions). If none, enter (al Name and address of each person paid more than $50,000 (bl Type of servrce Compensation NONE NONE Totai number of others receivmg over $50,000 for professnonal serwces NONE Part, IX-A Summary of Direct Charitable Activities List the foundation 5 four largest direct charitable activnies during the tax year Include relevant statistical Information such as the number of xpenses organizations and other benefiCIaries sewed, conferences convened, research papers produced. etc 1 NONE 2 3 4 Part Summary of Program-Related Investments (see instructions) Amount Describe the two largest programwelatedinvestments made by the foundation during the tax year on lines 1 and 2. 1 NONE All other program-relatedinvestments.See instructions 3NONE Total. Add lines 1 through 3 JSA 6E1465 1 000 EIK138 N51N 08/29/2017 09:09:13 Form 990LPF (201m 46-153'5719 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) Page 8' 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes; a Average fair market value of securities 1a 15 234_,_578 - Average of cash balances 31" 65LQ76 . Fair market value of all other assets (see instructions) 10 NONE Total (add lines 1a, b, and c) 1d 16,938,554. Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) 19 . 2 Acquisition indebtedness applicable to hne 1 assets 2 NONE 3 Subtract line 2 from line 1d 3 16. 93 8 . 554. 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructionSl 4 2 54 078 . 5 Net value of noncharitable?use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4 5 16 684 4'76 . 6 Minimum investmenLreturn. Enter 5% of line 5 5 834 224 . -- Distributable Amount (see instructions) (Section 4942(j)(3) and private operating foundations and certain foreign organizations check here and do not complete this part.) 1 Minimum investment return from Part X, line 6 1 83?4 224. 23 Tax an investment income for 2016? from Part VI, line 5 33 31 i 949 - .lncome tax?for 2016. (This does not include the tax from Part VI.) . . 2b Add lines Za'and 2b 2c 31, 949. 3 Distributable amount before adjustments. Subtract line 2c from line 1 3 802 275 . 4 Recoveries of amounts treated as qualifying distributions 4 NONE 5 Add lines-3 and4 5 802,275. 6 Deduction from distributable amount (see instructions) 5 NONE 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part line1 7 8024275. - 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 line 26 1a 2 231 599. Program-related investments - total from Part 1b 2 Amounts paid to acquue assets used (0r held fer use) directly in carrying out charitable, etc., purposes 2 NONE 3 Amounts set aside for speCific charitable proiects that satisfy the. a Suitability test (prior IRS approval reqmred) 3a NONE Cash distribution?test (attach the required schedule) 3b NONE -4 Qualifying distributions. Add lines 13 through 3b Enter here and on Part V, line 8, and Part line 4 4 2,231, 599 5 Foundations that qualifyunder section 4940(6) for the reduced rate of tax on net-investment income. Enter 1% of Part I. line 27b (see instructions) 5 3 1 949. 6 Adjusted qualifying distributions. Subtract line 5 from line Note: The amount on line 6 will be used in Part V, column in subsequent years when calculating whether the foundation quali?es for the section 4940(e) reduction of tax in those years. Form 990-PF (2016) JSA GE 1470 1 000 EIK138 N51N 08/29/2017 09:09:13 Form 990-PF (2016) 46-1535719 Page 9 Part Undistributed Income (see instructions) ibi IO) M) 1 Distributable amount for 2016 from Part XI, Corpus Years priorto 2015 2015 2016 line? 802,275. 2 Undistributed Income, if any. as of the end of 2016 a Enter amount for 2015 only NONE Total for prioryears 20 l4 ,20 ,20 NON 3 Excess distributions carryover, if any, to 2016? a From 2011 NONE- From 2012 NONE From 2013 NONE From 2014 625?37. eFrom2015 1,290,905. Total of lines 33 through 1,916 242 . 4 Qualifying distributions for 2016 from Part XII, lined 2,23l?99. 3 Applied to 2015, but?not more than line 2a . . . NONE Applied to undistributed income of prior years (Election reqUIred - see Instructions) NONE Treated as distributions out of corpus (Election required- see instructions) NONE Applied to 2016 distributable amount: 802 275 . Remaining amount distributed out of corpusExcess distributions carryover applied to 2016 . NONE NONE (If an amount appears in column the same amount must be shown in column 6 Enter the net total of each column as indicated below: a Corpus. Add lines 31, 4c, and *4e. Subtract line 5 3 1 345 566 - Prior years? undistributed income. Subtract line 4b from line 2b NONE Enter the amount of prior years' undistnbuted income for which a notice of defICIency has been issued, or on which the section 4942(a) tax has been prevnouslyassessed NON Subtract line 6c from line 6b Taxable amount - see instructions NON Undistributed income for 2015- Subtract line 43 from line 23 Taxable amount see instructions NONE Undistributed income for -2016: Subtract lines 4d and 5 from line 1 This amount must be distributed in 2017? NONE 7 Amounts treated as distributions out cf?corpus to satisfy reqmrements imposed by section or 4942(g)(3) (Election may be reqmred - see instructions) NONE 8 Excess distributions carryover from 2011 not applied on line-5 or line 7 (see instructions) NONE 9 Excess distributions carryover to 2017. Subtract lines 7 and 8 from line Analysis of line 9 8 Excess from 2012 . . . NONE Excess from 2013 . . . NONE Excessfrom2014 . . . 625,337. dExcessfrom2015 . . . 1,290,905. Excessfrom2016 . . . 1,429,324. Form 990-PF (2016) JSA 6E1480 1 000 EIK138 08/29/2017 09:09:13 ll - I Form 990m: (2016) 46-1535719 Page 10 Private Operatianoundations (see instructions and Part Vll-A, question 9} NOT APPLICABLE 1a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2016, enter the date ofthe ruling . . . . . . . . . . . . . .P Check box to indicate whether the foundation is a private operating foundation described in section I 4942(1N3l or I I 4942(il(5) Tax ear Pnor3 ears 2a Enter the lesser of the ad- Total iusted net income from Part 2015 lb) 2015 l6) 2014 id) 2013 I or the minimum Investment return from Part for each year listed 85% of line 2a Qualifying distributions from Pan XII, line 4 for each year listed . Amounts Included in lIne 2c not used directly for active conduct of exempt activmes.. . . . . Qualifying distributions made directly for active conduct of exempt actiVitIes Subtract line 2d from line 2c 3 Comple'e 33, b, or for the alternative test relied upon a 'Assels' alternative test - enter (1i Valueofallassets. . . . (2) Value of assets qualifying under section 'Endowment' alternative test- enter 2/3 of minimum invest- ment return shown In Part X, line 6 for each year listed . . . 'Support' alternative test - enter (1) Total support other than gross Investment Income (interest, diVIdends, rents, payments on securities loans (section 512lall5ll. or royalties) (2) Support from general public and 5 or more exempt organizations as prowded In section 4942 (3) Largest amount of sup- port from an exempt organization. . . . . . (4) Gross Investment Income . Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year - see instructions.) 1 Information Regarding Foundation Managers: 3 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 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. 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check hereb-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 indiwduals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number or e-mail address of the person to whom applications should be addressed: The form in which applications should be submitted and information and materials they should include: Any submisswn deadlines. (1 Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of Institutions, or other factors. GEM-SIEALODO Form 990-PF (2016) EIK138 N51N 08/29/2017 09:09:13 12 - 46~1S357l9 Form (2016) Page 11 Simplementary Information (continued) 3 Grants and Contributions Paid Durin the Year or Approved for Future Payment Recipient Ifsrhecnpnen; .5 let: Foundatlon Purpose of ow an rear I grantor Am I Name and address (home or busmess) 3.221332% mm a Paid during the year MEMORIAL SLOAN KETTERING 1275 YORK AVENUE New York NY 10065 . NONE PC GENERAL 2,500. CODE.ORG 1301 5TH AVE, SUITE 1225 SEATTLE WA 98101 NONE PC GENERAL 500,000. DIA ART FOUNDATION 3 BRENNAN STREET NY 12508 NONE PC GENERAL 250,000. THE ROCKEFELLER UNIVERSITY 1230 YORK AVENUE NEW YORK NY 10065-6307 NONE PC GENERAL 325,000. DASRA 1370 SOUTHNORE BLVD Houston TX 77004 NONE PC GENERAL 50,000. EDIBLE SCHOOLYARD 20 JAY ST 9 Brooklyn NY 11201 NONE PC GENERAL 50,000. SEACOLOGY 1623 SOLANO AVE. BERKELEY CA 94707 NONE PC GENERAL 50,000. ENVIRONMENTAL DEFENSE FUND 257 PARK AVE 17TH FL NEW YORK NY 10010 NONE PC GENERAL 1,000,000. Total 3a 2,227,500. Approved for future payment Total . 3b 6E1491 1000 EIK138 08/29/2017 09:09:13 13 - . 4 6 5 3 7 9 Form 990-PF (2016) Page 1 2 Analysis of lncome?Producing_Activities Enter gross amounts unless otherWIse Indicated. Unrelated busmess income Excluded by section 512, 513, or 514 Related or exempt function Income Busmess code Amount EXCIUSION code Amount (see InstructIons 1 Program serVIce revenue 9 Fees and contracts from government agenCIes 2 Membership dues and assessments 3 Interest on savungsand temporary cash Investments- 4 DIVIdends and Interest from securItIes . . . . 14 309 I 887 - 5 Net rental Income or (loss) from real estate a Debt-funanced property No! debt-?nanced property 6 Net rental Income or (loss) from personal property- - 7 Other Investment income 8 Gem or (loss) from sales of assets other than Inventory Net Income or (loss) from specual events 10?Gross pro?t or (loss) from sales of Inventory . . 11 Other revenue 3 TAX REFUND 14 122(900. DEFERRED INCOME l4 - 5 628 . cl OTHER. INCOME 14 -93 . TERRA ALPHA PARTNE 14 ?423 . 12 Subtotal. Add columns and . . . . . 3 390 535 . 1-3 Total.Add Me 12, columns and ((See worksheet In'line 13 instructlons to verify calculatlons.) of to the Acco ment of Pu Line Explain below how each?activity for Income Is reported in column of Part XVI-A contributed Importantly to the of the foundation's exempt purposes (other than by prowdingjunds for such purposes). (See InstructIons.) NOT APPLICABLE JSA Form 990-PF (2016) 6E1492 000 EIK138 08/29/2017 09:09:13 14 - (2016) 46?1535719 Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectiy engage in any of the followmg With any other organization described Yes No in section the Code (other than section 501(c)(3) organizations) or in section 527, relating to_political organizations? a Transfersrirom-the reporting foundation to a noncharitable exempt organization of' (1) Cash . 1:41) (2) Other-assets - 1al2) Other transactions: (1) Sales of assets to a noncharitable exempt organization . 1b?) (2) Purchases of assets from a noncharitable exempt organization . 111(2) (3) Rental of faCilities, eqmpment, or other assets . 111(3) (4) Reimbursement arrangements . 1bl4l (5) Loans or loan guarantees 1bl5) (6) Performance of services or membership or fundraising soIiCItations 143(5) Sharing of faCilities, eqmpment, mailing lists, other assets, or paid employees . 1c If the answer to any of the above IS ?Yes," complete the followmg schedule. Column should always show the fair market value of the goods, Other assets, or serVices given by the reporting foundation if the foundation received- less than fair market- value in any transaction or sharing arrangement, show in column the value of the goods, other assets, or sen/ices received. Line no Amount Involved Name of noncharitable exempt organization Description of translers.transactions. and sharing arrangements 2a Is the foundation directly or indirectly af?liated With, or related to, one or more tax-exempt organizations described'in section 501(c) ofthe Code (other than section 501(c)(3)) or in section 527? I: Yes '3 N0 If "Yes," complete the followmq schedule. Name of organization Type of organization Description of relationship Under penalties of pea-aw. declare that I have examined this retum. including acc0mpanying schedules and statements, and lo the best 01 my knovvledge and belief. It is true. correct, and complete. Decl of prepare-(other than taxpayer) is based on all information of which preparer-has any knowledge. Sign I May the IRS discuss this return With the preparer shown below ere Signature of of?cer or trustee Date Title (see Ins1ructionsl7 .Yec Elm: 'd Print/Type preparer?s name ep er' SI re Date Check if PTIN 8' KELLY NEUGEBAUER 08/29/2017 selfemploved P01285591 Preparer Fm name DELOITTE TAX LLP 0 Furm'sEIN 8 6 - 1 06 5772 Use Firm's address 127 PUBLIC SQUARE CLEVELAND, OH 44114 Phoneno. 312-486-9652 Form 990-PF (2016) JSA 6E1493 1000 EIK138 08/29/2017 09:09:13 15 - Schedule 3 Schedule of Contributors (Form 990, 990-EZ, >Attach-to Farm 990, Form ago-?2, or Form @@15 De rt 1 fthe Treasu Sewice ry Information-about Schedule 8 (Form 990, 990?EZ,or 990-PF) and its instructions is at gov/form990 Name of the organization Employer identi?cation number QUADRIVIUM 46-1535719 Organization type (check one)? Filers of: Section: Form 990 or 501(c)( )(enter number.) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization Form 990-PF 501(c)(3) exempt private foundation ?4947(a)(1) nonexempt charitable trust treated as a private-foundation 501(c)(3) taxable private foundation Check If your organization is covered by the General Ruie?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 Rule. See instructions. General Ruie For an organization filing Form 990, 990452, or 990-PF that received, during the year, contributions totaling $5,000- or more (in money or property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor?s total contributions. Special Rules For an organization described in section 501(c)(3) ?ling Form 990 or 990-EZ that met the 33 1/3 %support test of the regulations under and170(b)(1)(A)(vi), that checked Schedule A (Form 990 or Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on Form 990, Part line 1h, or (ii) line 1. Complete Parts I and II. For an organization described in section 501(c)(7), (8), or (10) filing-Form 990 or 990-EZ that received from any one contributor, during the year?, total contributions of more than $1,000 excluswelyfor:religious, charitable, scientific, literary, or educational purposes; or forthe prevention of cruelty to children or animals. Complete Parts I, II, and Ill. El For an organization described in?section 501(c)(7), (8), or (10) filing Form 990 or that received from?any one contributor, during the year, contributions exclusivelyfor religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exchisivelyreligious, charitable. etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusive/yreligious, charitable, etc., contributions totaling $5,000 or more during the year Caution: An organization that isn't covered by the General Rule and/or the Rules doesn't file Schedule 3 (Form 990, or but it must answer "No" on Part IV, line 2, of its Form 990; or check the box on line of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule (Form 990, 990432, or 990-PF). For Paperwork Reduction Act Notice. see the Instructions for Form 990, 990-EZ. or 990-PF Schedule (Form 990. or 990-PF) (2016) JSA 651251 1 000 EIK138 N51N 08/29/2017 09:09:13 l6 - Schedule (Form 990, 990-EZ, or 990-PF) (2016) Page 2 Name of organization QUADRIVIUM Employer?identi?cation number 46?1535719 Contributors (See instructions). Use duplicate copies of Part I if additional Space is needed. E) No. m) Name, address, and ZIP 4 id Total contributions Type of contribution 1 JAMES MURDOCH JPMORGAN 3,013,298. CHICAGO, IL 60603 Person Payroll Noncash (Complete Part II for noncash contributions.) No. 1b) Name, address, and ZIP 4 kl Total contributions Type of contribution Person Payroll Noncash (Complete Pa?rt II for noncash contributions.) hi No. Name, address, and ZIP 4 (d Total contributions M) Type of contribution Person Payroll Noncash (Complete Part II for noncash contributions.) hl' No. W) Name, address, and ZIP 4 (Q Total contributions w) .Type of contribution Person Payroll Noncash (Complete Part II for noncash contributions.) hi No. b) Name, address, and ZIP 4 E) Total contributions M) Type of contribution Person Payroll Noncash (Complete Part II for noncash contributions.) M) No. w) Name, address, and ZIP 4 (d Total contributions M) Type of contribution Person Payroll Noncash (Complete Part II for noncash contributions.) JSA 6E1253 1 000 EIK138 N51N 08/29/2017 09:09:13 Schedule (Form 990, 990-EZ, or 990-PF) (2016) Schedule (Form 990, 990452, or 990-PF) (2016) Name of organization QUADRIVIUM 0 0 6 page 3 Employer identi?cation number 4551535719 Noncash Property (See instructions). Use duplicate copies of Part II-If-ad'ditiona Space is needed. No. d) from . t' h? . EMV (or estimate) . Part mu 0 noncas property glven (See instructions) a receive 1064 383 . 00 SHARES OF TWENTY-FIRST CENTURY 1 3,013,298. 11/30/2016 (3) No. from . . rt . FMV (or estimate) . Part I noncas prope given (See instructions) a 9 receive 85 No. to) from . t. (?sh rt . FMV (or estimate) . Part I 0 nonca prope given. {See instructions) a receive No. from . . . FMV (or estimate) . Part I noncas property given (See instructions)? a receive (3) No. from . . . FMV (or estimate) . Part I noncas property given (See instructions) ate receive (3) No. from . t' . FMV (or estimate) . Part I Ion noncas property given (See instructions) ate receive JSA Schedule 3 (Form 990, 990-62, or 990-PF) (2016) 6E1254 1 000 EIK138 08/29/2017 09:09:13 18 - QUADRIVIUM FORM 990PF, PART I DIVIDENDS AND INTEREST FROM SECURITIES DESCRIPTION FOREIGN DIVIDENDS NONDIVIDEND DISTRIBUTIONS DOMESTIC DIVIDENDS CORPORATE INTEREST U.S. GOVERNMENT TAXABLE NONQUALIFIED FOREIGN DIVIDENDS NONQUALIFIED DOMESTIC DIVIDENDS TOTAL EIK138 N51N 08/29/2017 09:09:13 REVENUE AND EXPENSES PER BOOKS 58,088. 46-1535719 NET INVESTMENT INCOME 58,088. 2,921. 89,977. 865. 5,228. 23,982. 128,826. 89,977. 865. 5,228. 23,982. 128,826. I - 22 STATEMENT 1 QUADRIVIUM 46-1535719 FORM 99OPF, PART I OTHER INCOME REVENUE AND NET EXPENSES INVESTMENT DESCRIPTION PER BOOKS INCOME TAX REFUND 122,900. OTHER INCOME -93. -93. DEFERRED INCOME -5,628. TERRA ALPHA PARTNERSHIP -423. -423. TOTALS 116,756. -516. N51N 08/29/2017 09:09:13 STATEMENT 2 QUADRIVIUM FORM 990PF, PART I - OTHER PROFESSIONAL FEES REVENUE IAND EXPENSES DESCRIPTION PER BOOKS INVESTMENT MGMT FEES-SUBJECT 69,602. TOTALS 69,602. 46-1535719 NET INVESTMENT INCOME N51N 08/29/2017 09:09:13 24 STATEMENT 3 QUADRIVIUM 46-1535719 FORM 990PF, PART I - INTEREST EXPENSE REVENUE AND NET EXPENSES INVESTMENT DESCRIPTION PER BOOKS INCOME INVESTMENT EXPENSES 5'9. 59. TOTALS 59. 59. 08/29/2017 09;09:13 STATEMENT 4 QUADRIVIUM FORM 990PF, PART I - TAXES DESCRIPTION FOREIGN TAXES FEDERAL TAX PAYMENT - PRIOR YE FEDERAL ESTIMATES INCOME FOREIGN TAXES ON QUALIFIED FOR FOREIGN TAXES ON NONQUALIFIED TOTALS EIK138 N51N 08/29/2017 09:09:13 46-1535719 REVENUE AND NET, EXPENSES INVESTMENT PER BOOKS INCOME 682. 682. 121,000. 6,000: 3,700. 3,700. 1,360. 1,360. 26 STATEMENT 5 QUADRIVIUM 46-1535719 FORM 99OPF, PART I - OTHER EXPENSES REVENUE AND EXPENSES CHARITABLE DESCRIPTION PER BOOKS PURPOSES ATTORNEY GENERAL FILING 750. 750. OTHER CHARITABLE EXPENSES 3,349. 3,349 TOTALS 4,099. 4,099. EIK138 N51N 08/29/2017 09:09:13 STATEMENT 6 QUADRIVIUM FORM 990PF, PART II - CORPORATE STOCK 25816109 AMERICAN EXPRESS CO 64058100 BANK OF NEW YORK MELL 84670702 BERKSHIRE HATHAWAY 1N 156782104 233051507 233051853 256206103 256677105 278642103 302130109 413838202 438516106 464288182 577130750 594918104 641069406 681919106 693718108 701769408 743315103 773903109 778296103 806857108 854502101 888888888 904767704 922042858 922908629 999999999 EIK138 N51N 08/29/2017 09:09:13 CERNER CORR DEUTSCHE DEUTSCHE X-TRACKERS DODGE COX INTL STO DOLLAR GENERAL CORP EBAY INC EXPEDITORS INTLIWASH OAKMARK INTERNATIONA HONEYWELL INTERNATIO ISHARES MSCI ALL COU MATTHEWS ASIA DIVIDE MICROSOFT NESTLE SA-SPONS ADR OMNICOM GROUP PACCAR INC PARNASSUS CORE EQUIT PROGRESSIVE CORP ROCKWELL AUTOMATION ROSS STORES INC SCHLUMBERGER LTD STANLEY BLACK DECK UNILEVER PLC-SPONSOR VANGUARD FTSE EMERGI VANGUARD MID-CAP ETF 46-1535719 ENDING 28 BOOK VALUE 21,506. 18,219. 29,976. 14,253. 315,815. 450,566. 748,456. 32,994. 22,512. 21,737. 273,395. 27,303. 313,609. 312,693. 8,169. 13,964. 21,409. 24,082. 821,806. 16,825. 7,788. 7,589. 31,985. 19,784. 103,697. 14,842. 319,393. 628,534. 60. ENDING FMV 20,372. 28,428. 40,745. 13,027. 366,617. 467,392. 727,679. 33,332. 27,463. 26:480. 296,116. 31,859. 330,843. 318,514. 15,535. 14,348. 25,533. 25,560. 875,847. 23,963. 10,080. 14,760. 31,481. 22,938. 103,697. 15,263. 339,051. 700,008. 60. STATEMENT 7 QUADRIVIUM FORM 990PF, PART II CORPORATE STOCK DESCRIPTION AMERISOURCEBERGEN 00171A720 04314H667 20030N101 25179M103 46429B598 46625H100 52729N308 64122Q465 68389X105 73755L107 741600301 78462F103 89609H704 91324P102 G1151C101 H84989104 AMG MANAGERS FAIRPOI ARTISAN INTL VALUE COMCAST A DEVON ENERGY CO ISHARES MSCI IN IA JPMORGAN CHASE CO LEVEL 3 COMMUNICATIO NEUBERGER BER GR CHI ORACLE CORP POTASH CORP OF SASKA PRIMECAP ODYSSEY STO SPDR 500 ETF TRU TRIBUTARY SMALL UNITEDHEALTE GROUE I ACCENTURE PLC-CL A TE CONNECTIVITY LTD CASH FIXED INCOME EIK138 08/29/2017 09:09:13 TOTALS 46-1535719 ENDING BOOK VALUE 21,890. 461,287. 59,303. 30,459. 29,000. 364,978. 22,860. 14,691. 190,000. 14,746. 41,249. 846,768. 1,203,800. 151,195. 16,209. 20,996. 20,616. -103,758. 29 STATEMENT 8 ENDING FMV 23,457. 478,353. 393,662. 37,978. 22,835. 326,144. 30,202. 16,908. 172,033. 14,419. 25,326. 906,912. 1,463,227. 175,521. 36,009. 32,211. 25,980. -103,758. QUADRIVIUM 46-1535719 FORM 990PF, PART II CORPORATE BONDS ENDING ENDING DESCRIPTION BOOK VALUE FMV 91929687 BLACKROCK HIGH YIELD 500,000. 478,761. 256210105 DODGE COX INCOME 349,280. 347,561. 258620103 DOUBLELINE TOTL RET 776,294. 755,924. 464287176 ISHARES BARCLAYS TIP 530,427. 520,129. 693390841 PIMCO FD PAC INV MGM 475,109. 497,849. 921937603 VANGUARD TOTAL BOND 499,123. 491,694. TOTALS 3,130,233. 3,091,918. EIK138 N51N 08/29/2017 09:09:13 STATEMENT 9 QUADRIVIUM 46?1535719 FORM 990PF, PART II - OTHER INVESTMENTS FMV ENDING DESCRIPTION OR BOOK VALUE 302099916 TERRA ALPHA FUND LP 464287564 ISHARES COHEN STEE 744336504 PRUDENTIAL GLOBAL RE 00191K765 AQR EQUITY MARKET NE 29446A819 EQUINOX CAMPBELL STR 48219B911 JPM ACCESS 56166Y404 TORTOISE MLP PIPEL 78463V107 SPDR GOLD SHARES 390,811. 507,794. 173,000. 325,000. 170,000. 15,750. 315,000. 322,000. ENDING FMV 410,976. 585,086. 157,125. 337,402. 138,160. 15,750. 392,372. 272,271. JPM ACCESS 2,103,236. 1,968,778. TOTALS 4,322,591. 4,277,920. EIK138 N51N 08/29/2017 09:09:13 STATEMENT 10 - 31 QUADRIVIUM 46%1535719 FORM 99OPF, PART - OTHER DECREASES IN NET WORTH OR FUND BALANCES DESCRIPTION AMOUNT UNREALIZED CONTRIBUTED 3,013,298. COST BASIS ADJUSTMENT 8,783. TOTAL 33022,081. STATEMENT 11 EIK138 08/29/2017 09:09:13 32 X0576 2 000 QUADRIVIUM 46-1535719 FORM 990PF, PART - NEW SUBSTANTIAL CONTRIBUTORS JAMES MURDOCH JPMORGAN CHICAGO, IL 60603 l2 X0576 2 000 EIK138 N51N 08/29/2017 09:09:13 33 -