EXTENSION

Return of Private Foundation CIM13NT c P Form 990-PF or Section 4947(a)(1) Trust Treated as Private Foundation P. Do not enter Social Security numbers on this form as it may be made public. 2013 Department of the Treasury Internal Revenue Service ► Information about Form 990-PF and its separate instructions is at www.irs.gov/form990 For calendar year 2013 or tax year beginni 11/1/2013 , and 10/31/2014 Name of foundation A Employer identification number nwPll Milken Famdv Fnunriattnn Number and street ( or P 0 box number if mail is not delivered to street address ) Room/suite 95-4078354 1250 Fourth St 3rd Floor B Telephone number (see instructions) City or town State ZIP code Santa Monica CA 90401 310-570-4800 q Foreign country name Foreign province/state/county Foreign postal code C If exemption application is pending, check here ►

q q G Check all that apply Initial return q Initial return of a former public charity D 1. Foreign organizations, check here ► q Final return q Amended return 2. Foreign organizations meeting the 85% test, q q Address change q Name change check here and attach computation ► H Check type of organization Q Section 501(c)(3 ) exempt private foundation E If private foundation status was terminated under section 507(b)(1)(A) , check here q q Section 4947 ( a)(1) nonexempt charitable trust q Other taxable private foundation ► q q I Fair market value of all assets at J Accounting method Cash Accrual F If the foundation is in a 60-month termination end of year (from Part fl, col (c), q Other ( specify) under section 507 ( b)( 1 )( 8), check here ► line 16) ► $ 83,740 , 764 (Part 1, column (d) must be on cash basis) (d) Disbursements IUM Analysis of Revenue and Expenses (The total of (a) Revenue and (b) Net investment (c) Adjusted net for chartable amounts in columns (b), (c), and (d) may not necessarily expenses per income income purposes books equal the amounts in column (a) (see instructions)) (cash basis only) 1 Contributions , gifts, grants , etc , received (attach schedule) St 8 9,236,975 q 2 Check ► if the foundation is not required to attach Sch B 3 Interest on savings and temporary cash investments 14,637 14,637 4 Dividends and interest from securities 267,646 267,646 5a Gross rents b Net rental income or (loss) 6a Net gain or ( loss) from sale of assets not on line 10 4,465,085 b Gross sales price for all assets on line 6a 8,772,731 7 Capital gain net income (from Part IV, line 2) 4 , 312,211 8 Net short-term capital gain 9 Income modifications 10a Gross sales less returns and allowances b Less Cost of goods sold c Gross profit or (loss) (attach schedule) 11 Other income (attach schedul EC 3,279, 426 3,331,650 E IVE^ " 12 Tota l . Add l ines 1 th ro g h - _ 17,263,769 7 , 926,144 0 13 Compensation of office fi Ire_cto s , tfustees, etc 14 Other employee salar dlv^a^es 1 2015 O 74,318 74,318 CV 15 Pension plans , emplo j e eneflts rj) 8,685 8,685 c+^a x 16a Legal fees (attach sche)0QQ 6,613 6,613 W b Accounting fees (attach scre'date) ,iU 112,484 43,907 67,490 d > c Other professional fees (attach schedule) . . St 1 82 , 102 67 , 072 15,030 w M 17 Interest N 18 Taxes (attach schedule ) ( see instructions ) . . St 3 83 , 435 12,280 5,946 wz 'E 19 Depreciation (attach schedule ) and depletion . St 18 4,072 Z 20 Occupancy 6,244 6,244 < 21 Travel , conferences, and meetings 6,275 6,275 U 22 Printing and publications m 23 Other expenses ( attach schedule ) . St 4 28 , 734 9 , 688 19,046 24 Total operating and administrative expenses. Add lines 13 through 23 412 , 962 132 , 947 0 209,647 25 Contributions , gifts, grants paid St 9 5,918,646 5 , 918,646 CL p 26 Total expenses and disbursements . Add lines 24 and 25 6 , 331,608 132,947 0 6 , 128,293 27 Subtract line 26 from line 12 a Excess of revenue over expenses and disbursements 10,932,161 b Net investment income ( if negative , enter -0-) 7,793,197 c Adjusted net income ( if negative , enter -0-) 0 For Paperwork Reduction Act Notice , see instructions. "tt Form 990-PF (2013) HTA Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 2 Attached schedules and amounts in the description column Beginning of year End of year Balance Sheets should be for end-of-year amounts only (See instructions ) (a) Book Value ( b) Book Value (c) Fair Market Value 1 Cash-non-interest-bearing 40,262 25,299 25,299 2 Savings and temporary cash investments 12,910,864 20,242,992 20,242,992 receivable a ' : 5 3 Accounts ► ------accounts Less allowance for doubtful ► ------4 Pledges receivable ► Less allowance for doubtful accounts ► ------5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see instructions) Other notes and loans receivable (attach schedule) 7 ► ------Less allowance for doubtful accounts ► 8 Inventories for sale or use 9 Prepaid expenses and deferred charges < 10a Investments-U S and state government obligations (attach schedule) b Investments-corporate stock (attach schedule) . . St 5 3,315,432 3,348,332 12,190,851 c Investments-corporate bonds (attach schedule) . . .st.6 985,544 74,292 11 Investments-land, buildings, and equipment basis ► ------Less• accumulated depreciation (attach schedule) ► ------12 Investments-mortgage loans 13 Investments-other (attach schedule) . . . St 7 39,797,479 41,359,389 51,267,372 14 Land, buildings, and equipment basis ► ______28,500 18,322 14,250 14,250 Less accumulated depreciation (attach schedule) ► ------14,250 15 Other assets (describe ► ------16 Total assets (to be completed by all filers-see the instructions Also, see page 1, item I 57,067,903 65,064,554 83,740,764 17 Accounts payable and accrued expenses 35,007 18 Grants payable 19 Deferred revenue 20 Loans from officers, directors, trustees, and other disqualified persons 0 21 Mortgages and other notes payable (attach schedule) J 22 Other liabilities (describe ► ______- 23 Total liabilities (add lines 17 throug h 22 ) 35,007 0 q Foundations that follow SFAS 117, check here ► and complete lines 24 through 26 and lines 30 and 31. U ca 24 Unrestricted m 25 Temporarily restricted 26 Permanently restricted Foundations that do not follow SFAS 117, check here ► LL and complete lines 27 through 31. L_ 0 27 Capital stock, trust principal, or current funds 28 Paid-in or capital surplus, or land, bldg , and equipment fund 29 Retained earnings , accumulated income, endowment, or other funds 57,032,896 65,064,554 a 30 Total net assets or fund balances (see instructions) 57,032,896 65,064,554 Z 31 Total liabilities and net assetsifund balances (see instructions 57,067,903 65,064,554 , Fg.WiM Analysis of Chang es in Net Assets or Fund Balances 1 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) 1 57,032,896 2 Enter amount from Part I, line 27a 2 10,932,161 not included in line 2 (itemize) Stmt 19 3 454,731 3 Other increases ► ------4 Add lines 1, 2, and 3 4 68,419,788 5 3,355,234 5 Decreases not included in line 2 (itemize) ► Stmt 17 6 Total net assets or fund balances at end of year (line 4 minus line 5)-Part II, column (b), line 30 6 65 , 064 , 554 Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 3 • . ,t CaDital Gains and Losses for Tax on Investment Income ( b) How acquired (c) Date acquired (d) Date sold (a) List and descnbe the kind ( s) of property sold (e g , real estate , P-Purchase (mo , day, yr) (mo, day, yr) 2-story bnck warehouse , or common stock , 200 shs MLC Co ) D-Donation la Stmt 12 b c d e

(f) Depreciation allowed ( 9) Cost or other basis ( h) Gain or (loss) (e) Gross sales price (or allowable) plus expense of sale ( e) plus (f) minus (g) a 8,619,857 4,307,646 4,312,211 b c d e Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 ( 1) Gains (Col (h) gain minus col ( k), but not less than -0-) or Q) Adjusted basis ( k) Excess of col (Q (i) F M V as of 12/31/69 as of 12/31/69 over col (I), if any Losses (from col (h)) a 4,312,211 b c d e If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) f If (loss), enter -0- in Part I, line 7 2 4,312,211 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) (see instructions) If (loss), enter -0- in Part I, line 8 3 0 OF= 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? q Yes 0 No If "Yes," the foundation does not qualify under section 4940 (e) Do not complete this part I Enter the appropriate amount in each column for each year, see the instructions before making any entries

Base period years Distribution ratio Adjusted qualifying distributions Net value of nonchantable-use assets Calendar y ear (or tax year be g innin g in ) col ( b) divided by col ( c )) 2012 5,357,259 66,139,693 0080999 2011 6,230,014 61, 413,687 0101443 2010 2,623,874 60,728,353 0043207 2009 3,271,278 58,359,367 0056054 2008 3,093,677 54,267,284 0 057008

2 Total of line 1, column (d) 2 0338711 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 067742

4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5 4 83,196,740

5 Multiply line 4 by line 3 5 5,635,914

6 Enter 1% of net investment income (1% of Part I, line 27b) 6 77,932

7 Add lines 5 and 6 7 5,713,846

8 Enter qualifying distributions from Part XII, line 4 8 6,128,293 If 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 Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 4 Wit Excise Tax Based on Investment Income (Section 4940(a ), 4940( b), 4940(e) , or 4948-see instructions q Ia Exempt operating foundations described in section 4940(d)(2), check here ► and enter "N/A" on line 1 Date of ruling or determination letter ------(attach copy of letter if necessary-see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 77,932 here ► 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-) 2 0 3 Add lines 1 and 2 3 77,932 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 4 5 Tax based on investment income . Subtract line 4 from line 3 If zero or less, enter -0- 5 77,932 6 Credits/Payments a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 122,221 b Exempt foreign organizations-tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c d Backup withholding erroneously withheld 6d 7 Total credits and payments Add lines 6a through 6d 7 122,221 8 Enter any penalty for underpayment of estimated tax Check here q 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 0 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 44,289 11 Enter the amount of line 10 to be Credited to 2014 estimated tax ► 44,288 Refunded ► 11 0 EFUTM Statements Reg ardin g Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it Yes No participate or intervene in any political campaign? 1a X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions for the definition)? 1b X If the answer is "Yes" to la or 1b, 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? 1c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year (1) On the foundation ► $ (2) On foundation managers e 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 any activities that have not previously been reported to the IRS? 2 X If "Yes, " attach a detailed description of the activities 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes,"attach a conformed copy of the changes 3 X 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a X b If "Yes," has it filed a tax return on Form 990-T for this year? 4b X 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 X If "Yes, " attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 X 7 Did the foundation have at least $5,000 in assets at any time during the year? If 'Yes,' complete Part II, col (c), and Part XV 7 X 8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► AZ, CA, CT, FL, IL, MD, NC, NY ------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 G9 If "No,"attach explanation 8b X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(1)(3) or 49420)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)' If "Yes," complete Part X1 V 9 X 10 Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses 10 X Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 5 Statements Regardin g Activities (continued) 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)? If "Yes," attach schedule (see instructions) . 11 X 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If "Yes," attach statement (see instructions) 12 X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X Website address www lowellmilken org ► ------14 The books are in care of Lowell Mil ken Family Foundation______Telephone no 310-570-4730 ► ------► ------Located at 1250 Fourth St 3rd Floor Santa Monica CA ZIP+4 90401 ► ------► ------15 q Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 -Check here ► and enter the amount of tax-exempt interest received or accrued during the year ► L 15 16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other autho rity Yes No over a bank, securities, or other financial account in a foreign country? 16 X See the instructions for exceptions and filing requirements for Form TD F 90-22 1 If "Yes," enter the name of the forei g n count ► Statements Reg ardin g Activities for Which Fo rm 4720 May Be Req uired File Form 4720 if any item is checked in the "Yes" column , unless an exception applies. Yes No 1a 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? q Yes No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? q Yes q No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? st 13 Yes q No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? St 14 Yes q No (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)? q Yes No (6) Agree to pay money or property to a government official? ( Exception . Check "No" if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days) q Yes No b If any answer is "Yes" to 1a(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53 4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? 1b X q Organizations relying on a current notice regarding disaster assistance check here ► c Did the foundation engage in a prior year in any of the acts described in 1 a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2013' 1c X 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 49420)(3) or 4942())(5)) a At the end of tax year 2013, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2013' q Yes No If "Yes," list the years ► 20 , 20 , 20 20 b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement-see instructions) 2b N/A c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here 20 20 20 20 ► ------3a Did the foundation hold more-----than a 2% direct or indirect interest in any business enterprise at any time during the year? q Yes No b If "Yes," did it have excess business holdings in 2013 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 period? (Use Schedule C, Form 4720, to determine If the foundation had excess business holdings in 2013) 3b N/A 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a X b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013? 4b x Form 990-PF (2013) Form 990 - PF (2013) Lowell Milken Family Foundation 95-4078354 Page 6 1111111-0. Statements Regardin g Activities for Which Form 4720 May Be Re q uired (continued) 5a During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? q Yes No (2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly, any voter registration drive? q Yes No (3) Provide a grant to an individual for travel, study, or other similar purposes' q Yes q No (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)' (see instructions) q Yes q No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? q Yes q No 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)? 5b N/A q 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 expenditure responsibility for the grant? q Yes q No If "Yes, " attach the statement required by Regulations section 53 4945-5(d) 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? q Yes No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 6b X If "Yes" to 6b, file Form 8870 'V 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? q Yes No b If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? 7b N/A Information About Officers, Directors, Trustees, Foundation Managers , Highly Paid Employees, and Contractors 1 List all officers . directors- trustees - foundation manaaers and their compensation (see instructions). Title, and average (c) Compensation (d) Contributions to (b) (e) Expense account, (a) Name and address hours per week ( if not paid , employee benefit plans other allowances devoted to position enter -0 - and deferred com pensation Stmt 11 ------

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2 Compensation of five highest-paid employees (other than those included on line 1-see instructions). If none, enter "NONE."

(d) Contributions to (b) Title, and average employee benefit (e) Expense account, (a) Name and address of each employee paid more than $50,000 hours per week (c) Compensation plans and deferred other allowances devoted to position compensation

-NONE------

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Total number of other employees paid over $50,000 ► Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 7 Information About Officers , Directors , Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3• five hig hest-paid independent contractors for professional services (see instructions). If none, enter " NON E." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation NONE - _ ------

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Total number of others receiving over $50,000 for p rofessional services ► • Summary of Direct Charitable Activities

List the foundation's four largest direct chartable activities during the tax year Include relevant statistical information such as the number of Expenses organizations and other beneficiaries served, conferences convened, research papers produced, etc 1 NONE

2

3

4

Summary of Program-Related Investments (see instructions) Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 Amount 1 NONE ------

2 ------

All other program-related investments See instructions 3 ------

Total . Add lines 1 throug h 3 ► 0 Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 8 Minimum investment Return (All domestic foundations must complete this part Foreign foundations, see instructions ) 1- Fair market value of assets not used (or held for use) directly in carrying out charitable, etc, purposes a Average monthly fair market value of securities 1a 23,789,066 b Average of monthly cash balances lb 19,075,499 c Fair market value of all other assets (see instructions) 1c 41,599,130 d Total (add lines la, b, and c) 1d 84,463,695 e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) 1e 2 Acquisition indebtedness applicable to line 1 assets 2 3 Subtract line 2 from line 1d 3 84,463,695 4 Cash deemed held for charitable activities Enter 1 '/2 % of line 3 (for greater amount, see instructions) 4 1,266,955 5 Net value of noncharitable -use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 5 83,196,740 6 Minimum investment return . Enter 5% of line 5 6 4,159,837 Distributable Amount (see instructions) (Section 49420)(3) and 0)(5) 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 4,159,837 2a Tax on investment income for 2013 from Part VI, line 5 2a 77,932 b Income tax for 2013 (This does not include the tax from Part VI) 2b c Add lines 2a and 2b 2c 77,932 3 Distributable amount before adjustments Subtract line 2c from line 1 3 4,081,905 4 Recoveries of amounts treated as qualifying distributions 4 5 Add lines 3 and 4 5 4,081,905 6 Deduction from distributable amount (see instructions) 6 7 Distributable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII, line 1 7 4,081,905 Qualifying Distributions (see instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc, purposes a Expenses, contributions, gifts, etc -total from Part I, column (d), line 26 1a 6,128,293 b Program-related investments-total from Part IX-B lb 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc , purposes 2 3 Amounts set aside for specific charitable projects that satisfy the a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions . Add lines 1a through 3b Enter here and on Part V, line 8, and Part XIII, line 4 4 6,128,293 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, line 27b (see instructions) 5 77,932 6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 6,050,361 Note. The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years Form 990-PF (2013) Fo rm 990-PF ( 2013 ) Lowell Milken Family Foundation 95-4078354 Page 9 URI,M. Undistributed Income (see instructions) ( a) (b) (c) (d) 1• Distributable amount for 2013 from Part XI, Corpus Years prior to 2012 2012 2013 line 7 4,081,905 2 Undistributed income, if any, as of the end of 2013 a Enter amount for 2012 only 0 b Total for prior years 20 _ 20 , 20_ 3 Excess distributions carryover, if any, to 2013 a From 2008 b From 2009 c From 2010 d From 2011 741,6( e From 2012 2,188,5: f Total of lines 3a through e 2,930,218 4 Qualifying distributions for 2013 from Part XII, line 4 ► $ 6,128,293 a Applied to 2012, 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 2013 distributable amount 4,081, 905 e Remaining amount distributed out of corpus 2.046.388 5 Excess distributions carryover applied to 2013 (If an amount appears in column (d), the same amount must be shown in column (a) ) 6 Enter the net total of each column as indicated below: a Corpus Add lines 3f, 4c, and 4e Subtract line 5 4,976,606 b Prior years' undistributed income Subtract line 4b from line 2b 0 c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed d Subtract line 6c from line 6b Taxable amount-see instructions e Undistributed income for 2012 Subtract line 4a from line 2a Taxable amount-see instructions 0 f Undistributed income for 2013 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2014 0 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) 8 Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) 9 Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a 4 10 Analysis of line 9 a Excess from 2009 b Excess from 2010 c Excess from 2011 741,6( d Excess from 2012 2,188,5! e Excess from 2013 2,046,3E Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 10 Private o peratin g Foundations ( see instructions and Part VII-A q uestion 9 NIA 1a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2013, enter the date of the ruling lo. I b Check box to indicate whether the foundation is a private operati ng foundation described in section q 4942 3) or q 49420)(5) 2a Enter the lesser of the adjusted net Tax year Prior 3 years income from (e) Total Part I or the minimum (a) 2013 (b) 2012 (c) 2011 (d) 2010 investment return from Part X for each year listed 0 b 85% of line 2a 0 c Qualifying distributions from Part XII, line 4 for each year listed 0 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 0 (2) Value of assets qualifying under section 49420)(3)(8)(1) 0 b "Endowment" alternative test-enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed 0 c "Support" alternative test-enter (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) 0 (2) Support from general public and 5 or more exempt organizations as provided in section 4942())(3)(B)(m) 0 (3) Largest amount of support from an exempt organization 0 4 Gross investment income 0 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: 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) ) L Milken and S Milken 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

2 Information Regarding Contribution , Grant, Gift, Loan, Scholarship , etc., Programs: Check here ► ® 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 or e-mail address of the person to whom applications should be addressed

b The form in which applications should be submitted and information and materials they should include

c Any submission deadlines

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors-

Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 11 Supplementary Information (continued) 3 Grants and Contributions Paid Durina the Year or ADoroved for Future Payment If recipient is an individual , Foundation Reci p ient show any relationship to Purpose of grant or status of Amount rose of any foundation manager recipient Name and address (home or business ) or substantial contnbutor a Paid dung the year Stmt 9 5,918,646

Total t 3a 5 ,918,646 b Approved for future payment Stmt 10 7,981,549

Total ► 3bl 7,981,549 Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 page 12 ROSINW, Analysis of Income-Producin Activities Enter gross amounts unless otherwise indicated Unrelated business income Excluded by section 512, 513, or 514 (e) Related or exempt (a) (b) (C) (d ) function income Business code Amount Exclusion code Amount (See instructions ) Program service revenue a b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 14 14,637 4 Dividends and interest from securities 14 267,646 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 property 7 Other investment income 531390 -52,224 14 3,331,650 8 Gain or (loss) from sales of assets other than inventory 531390 152,874 14 4,312,211 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue a b c d e 12 Subtotal Add columns (b), (d), and (e) 100,650 7,926,144 0 13 Total. Add line 12, columns (b), (d), and (e) 13 8,026,794 (See works heet in line 13 instructions to veri fy calculations Relationshi p of Activities to the Accom plishment of Exem pt Purposes Line No. Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the V accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes) (See instructions ) N/A

Form 990-PF (2013) Form 990-PF (2013) Lowell Milken Family Foundation 95-4078354 Page 13 KiMIM Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 • Did the organization directly or indirectly engage in any of the following with any other organization described Yes No in section 501(c) of the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a nonchantable exempt organization of (1) Cash a ( l ) X (2) Other assets la(2)1 X b Other transactions (1) Sales of assets to a noncharitable exempt organization 1b(l ) X (2) Purchases of assets from a noncharitable exempt organization 1 b(2) X (3) Rental of facilities, equipment, or other assets 1 b(3) X (4) Reimbursement arrangements 1b 4 X (5) Loans or loan guarantees 1b(5) X (6) Performance of services or membership or fundraising solicitations 1 b(6) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1c X d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line no (b) Amount involved (c) Name of nonchantable exempt organization (d) Description of transfers, transactions, and sharing arrangements

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 5277 q Yes q No b If "Yes," complete the following schedule (a) Name of organization ( b) Type of organization (c) Description of relationship

Under penalties of penury, I declare that I have examined this return, including accompanying 00nect' d complete Declaration of pre arer (other than taxpayer) is based on all informahoi Sign Here I ?/$/It Signature of officer or trustee Date Pnntl Type preparers name parer s signature Paid Pre p ared Internall y Preparer Firm's name 10. Use Only Firm's address ► Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990 , 990-EZ, or 990-PF ) - ► Attach to Form 990 , Form 990-EZ, or Form 990-PF. 2013 Department the Treasury Internal Reveofnue Service 10 Information about Schedule B (Form 990 , 990-EZ, or 990-PF) and its instructions is at www. irs.govlform990. Name of the organization Employer identification number Lowell Milken Family Foundation 95-4078354 Organization type (check one)

Filers of: Section:

Form 990 or 990-EZ 501(c)( ) (enter number) organization

4947( a)(1) nonexempt charitable trust not treated as a private foundation

El 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 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 Rule

A For an organization 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

El For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a)(1) and 170 (b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or ( 2) 2% of the amount on (I) Form 990 , Part VIII, line 1h, or (u) Form 990- EZ, line 1 Complete Parts I and 11

El For a section 501(c)(7), (8), or ( 10) organization filing Form 990 or 990- EZ that received from any one contributor, during the year, total contributions 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

El For a section 501(c)( 7), (8), or ( 10) organization filing Form 990 or 990- EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable , etc , purposes , but these contributions did not total 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 . An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2, of its Form 990, or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF)

For Paperwork Reduction Act Notice , see the Instructions for Form 990, 990-EZ, or 990 -PF. Schedule B (Form 990 , 990-EZ , or 990-PF) (2013) HTA Schedule B (Form 990, 990-EZ, or 990-PF) (2013) Page 2 Name of organization Employer identification number Lowell Milken Family Foundation 95-4078354 Contributors (see instructions) Use duplicate copies of Part I if additional space is needed (a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution

L Milken Person LI _1250 -Fourth- St 6th FI______Payroll Santa Monica CA 90401 $ ______5832050 Noncash XQ ------Foreign State or Province ______(Complete Part II for Fore ign Country ...... noncas h

(a) (b) (c) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution

2 Mounte LLC------Person 1250 Fourth St 5th FI Pay roll Santa Monica CA 90401 $ ______5,480,975 Noncash ------El Forelgn State or Province ______- (Complete Part 11 for Foreign Country noncash contributions )

(a) (b) (d) No. Name, address , and ZIP + 4 butions Type of contribution

3 Bayslde Partners LLC Person ------1250 Fourth St 5th Fl ______Payroll q ------_Santa -Monica ------CA------90401 _ 3,172,950 Noncash Forelgn State or Province (Complete Part II for Foreign Country noncash contributions )

(a) (b) (d) No. Name, address, and ZIP + 4 butions Type of contribution

Person LI Payroll q Noncash ED Foreign State or Province (Complete Part II for Foreign Country noncash contributions )

(a) (b) (d) No. Name, address , and ZIP + 4 ibutions Type of contribution

Person F-I Payroll LI Noncash Foreign State or Province (Complete Part II for Forelgn Country noncash contributions )

(a) (b) (d) No. Name, address , and ZIP + 4 Total contributions Type of contribution

Person ------El Payroll q Noncash q $ Foreign State or Province ______(Complete Part II for Foreign Country ______noncash contributions )

Schedule B (Form 990, 990-EZ, or 990-PF) (2013) Schedule B (Form 990, 990-EZ, or 990-PF) (2013) Page 3 Name of organization Employer identification number Lowell Milken Family Foundation 95-4078354 Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.

(a) No. (c) from FMV (or estimate ) Description of noncash property given Date received Part I (see instructions)

Securities ------$ 583,050 12/26/2013 ------

(a) No. (c) from FMV (or estimate ) Description of noncash property given Date received Part I (see instructions)

Securities ------3 ------$ 380,800 9/2/2014 ------

(a) No. (C) from FMV (or estimate ) Description of noncash property given Date received Part I (see instructions)

Securities ------3 ------$ 413,750 9/19/2014

(a) No. (c) from FMV (or estimate ) Description of noncash property given Date received Part I (see instructions)

Securities ------3 ------$ 1,577,200 10/21/2014 ------

(a) No. (C) from FMV (or estimate) Description of noncash property given Date received Part I (see instructions)

------Securities ----3__ ------$ 801,200 10/23/2014 ------2------

(a) No. (c) from FMV (or estimate) Description of noncash property given Date received Part I (see instructions)

------

Schedule B (Form 990, 990-EZ, or 990-PF) (2013) Schedule B (Form 990. 990-EZ, or 990-PF) (2012) Page 4 Name of organization Employer identification number Lowell Milken Family Foundation 95-4078354 Exclusively religious , charitable, etc., individual contributions to section 501(c )(7), (8), or ( 10) organizations total more than $1 , 000 for the year. Complete columns (a) through (e) and the following line entry For organizations completing Part III, enter the total of exclusively religious, charitable, etc , contributions of $1,000 or less for the year (Enter this information once See Instructions) ► $ ------0 Use du plicate copies of Part III if additional space is needed (a) No. from ( b) Purpose of gift ( c) Use of gift (d) Description of how gift is held Part --T ------

(e) Transfer of gift

Transferee' s name , address , and ZIP + 4 Relationship of transferor to transferee

------For Prov Country (a) No. from ( b) Purpose of gift (c) Use of gift ( d) Description of how gift is held Part

------

(e) Transfer of gift

Transferee's name , address , and ZIP + 4 Relationship of transferor to transferee

------For Prov Count ry (a) No. from (b) Purpose of gift (c) Use of gift I (d) Description of how gift is held Part I

------

(e) Transfer of gift

Transferee' s name , address , and ZIP + 4 Relationship of transferor to transferee

------For Prov Count ry (a) No from ( b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part

------

(e) Transfer of gift

Transferee's name , address , and ZIP + 4

------For Prov Country Schedule B (Form 990 , 990-EZ, or 990-PF) (2013) LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/14

STATEMENTI FORM 990-PF, PART I, LINE 16c OTHER PROFESSIONAL FEES

Information services 6,996 Investment advisory 67,072 Consulting 8,034 82,102

STATEMENT 2 FORM 990-PF , PART I, LINE 16b OTHER PROFESSIONAL FEES

Audit 27,300 Accounting 85,184 112,484

STATEMENT3 FORM 990-PF , PART I, LINE 18 TAXES

Payroll taxes 5,946 Excise tax 65,000 Unrelated business income taxes 209 Foreign taxes 12,280 83,435

STATEMENT4 FORM 990-PF, PART I, LINE 23 OTHER EXPENSES

Custody/Safekeeping fees 6,272 Supplies 15,813 Insurance 315 Employment & recruiting 281 Photograpty 63 Filing fees 235 Postage/Messenger 375 Rent - storage & equipment 120 Videography 212 Bank charges 3,416 Dues and subscriptions 1,025 Telephone 317 Other 290 28.734

STATEMENT 5 FORM 990-PF , PART II, LINE 10b INVESTMENTS - CORPORATE STOCK Market Value Domestic corporate stocks 12,190,851

STATEMENT6 FORM 990-PF, PART II, LINE 10c INVESTMENTS - CORPORATE BONDS Market Value Domestic corporate bonds

STATEMENT 7 FORM 990-PF, PART II, LINE 13 INVESTMENTS-OTHER

Foreign Stock 10,444,565 Foreign Stock Warrants 58,200 Other Government Obligations 50,000 Apollo International Real Estate Fund, L P 175,821 Apollo Investment Fund IV, L P 22.986 Apollo Investment Fund V, L P 71,547 Apollo Investment Fund VI, L P 2,411,155 Apollo Investment Fund VII, L P 332,778 Apollo Investment Fund VIII, L P 163,836 Apollo Real Estate Investment Fund III, L P 55,783 Apollo Real Estate Investment Fund IV, L P 292,270 CM-NP, LLC 1,527,485 LSNP FCI I, LLC 1,431,187

1 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/14

STATEMENT 7 (CONT-D) FORM 990-PF , PART II, LINE 13 INVESTMENTS-OTHER

LSNP FCI II, LLC 1,009,786 March Capital 153,589 MidOcean Partners IIIA, L P 2,386,966 NP1, LLC 21, 982,242 OCM Japan Opportunities Value Fund , L P 859,442 Woodbolt Mgmt LLC 500,000 ProQuest Investments , L P 82,685 ProQuest Investments II, L P 1,288 ProQuest Investments III, L P 176,685 ProQuest Investments IV, L P 803,131 Ranger Small Cap Fund , L P 3,955,613 Shelter Venture Fund , L P 111,552 Thomas H Lee Parallel Fund V, L P 29,244 Thomas H Lee Parallel Fund VI, L P 2,174,279 Washington & Congress Capital Partners , L P 3,257 51, 267, 372

STATEMENT 8 FORM 990-PF, PART I, LINE 1 CONTRIBUTIONS, GIFTS, GRANTS, ETC

Market Value / Name and Address Description Date Amount L Milken Securities Various 583,050 1250 Fourth St 6th Floor Santa Monica, CA 90401

Mounte LLC Cash 12123/2013 5,480,975 1250 Fourth St 5th Floor Santa Monica, CA 90401

Bayside Partners LLC Securities Various 3,172,950 1250 Fourth St 6th Floor Santa Monica, CA 90401 9,236,975 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/14

STATEMENT 9 FORM 990-PF , PART I, LINE 25 FORM 990-PF . PARTY XV, LINE 3a CONTRIBUTIONS , GIFTS AND GRANTS PAID

Recipient Name Recipient Address Purpose of Grant or Contribution Amount Children of the Night 14530 Sylvan St , CA 91411 Human service programs 1,000 Brentwood School 100 S Barrington PI , , CA 90049 Educational programs 15,000 Living Desert Reserve 47900 Portola, Palm Desert, CA 92260 Cultural programs 1,000 American Friends of Anel 5645 Coral Ridge Or #284, Coral Springs, FL 33076 Community centers & programs 225,000 Ronald Reagan Presidential Foundation 40 Presidential Or #200, Simi Valley, CA 93065-0600 Cultural programs 1,000 Harvard-Westlake School 3700 Coldwater Canyon Ave , North Hollywood, CA 91604-0037 Educational programs 10,000 University of , Los Angeles Los Angeles, CA 90095 Educational programs 896,496 Stop Cancer 2566 Overland Ave #790, Los Angeles, CA 90064 Medical research 20,000 Israel Special Kids Fund 505 Eighth Ave #803, New York, NY 10018 Healthcare programs 2,000 City Year Inc 606 S Olive St 2nd Floor, Los Angeles, CA 90014 Educational programs 5,000 Durango Discovery Museum 1333 Camino del Rio, Durango, CO 81301 Cultural programs 12,500 Beaufort Elementary School 1800 Prince St , Beaufort, SC 29902 Educational programs 5,000 Jewish Student Union 9831 W Pico Blvd , Los Angeles, CA 90035 Community centers & programs 2,000 Milken Institute 1250 Fourth St , Santa Monica, CA 90401 Educational programs 250,000 Michael J Fox Foundation 498 Seventh Ave 18th fl, New York, NY 10018 Medical research 100,000 HighTech Los Angeles 1529 Gilcrest Dr, Beverly Hills, CA 90210 Educational programs 125,000 Sephardic Tradition and Recreation 6634 Valjean Ave , Van Nuys, CA 91406 Community centers & programs 5,000 John Adams Middle School 833 W Tarrant Rd , Grand Prairie, TX 75050 Educational programs 5,000 Los Angeles Ballet 11755 Exposition Blvd , Los Angeles, CA 90064 Cultural programs 20,000 Carter High School 210 N Carter School Rd , Strawberry Plains, TN 37871 Educational programs 50,000 Keshet Chaim Dance Ensemble 4155 Dixie Canyon Blvd , Sherman Oaks, CA 91423 Cultural programs 1,000 Saydel High School 5740 NE 14th Street, Des Moines, IA 50313 Educational programs 5,000 Ingleside Elementary School 200 Guille St, Athens, TN 37303 Educational programs 5,000 StandWithUs 6505 Wilshire Blvd #500, Los Angeles, CA 90048 Community centers & programs 2,500 Friends of Malibu Urgent Care Center PO Box 6836, Malibu, CA 90264 Healthcare programs 3,000 American Friends of Aish HaTorah - Western Region 1417 S Doheny Dr, Los Angeles, CA 90035 Community centers & programs 165,000 Art Center College of Design 1700 Lida St Pasadena, CA 91103 Educational programs 776,000 Brent Shapiro Foundation for Drug Awareness 10250 Constellation Blvd 18th fl, Los Angeles, CA 90067 Human service programs 1,000 Somerset Junior High School 4730 W Loop 1604 Von Ormy, TX 78073 Educational programs 5,000 Friends of the Israel Defense Forces 6505 Wilshire Blvd #625, Los Angeles, CA 90048 Community centers & programs 5,000 LMC-RP Inc 4 South Main St , Fort Scott, KS Community centers & programs 1,351,000 Gadsden Elementary School 18745 S Gadsen St , Gadsden, AZ 85336 Educational programs 5,000 The Help Group 13130 Burbank Blvd, Sherman Oaks, CA 91401 Healthcare programs 15,000 Jewish Federation 6505 Wilshire Blvd, Los Angeles, CA 90048 Community centers & programs 200,000 Center for Science in the Public Interest 1220 L Street NW #300, Washington, DC 20005-4053 Community centers & programs 2,000 Cross County Elementary School 3211 Arkansas 42, Cherry Valley, AR 72324 Educational programs 5,000 Sigma Alpha Mu Foundation 8701 Founders Road, Indianapolis, IN 46268 Educational programs 1,000 ZOA ZOA House 4 East 34th St, New York, NY 10016 Community centers & programs 95.000 Port Allen Middle School 3761 Rosedale Rd , Port Allen, LA 70767 Educational programs 5,000 Partunson's Association 11111 Santa Monica Blvd #1700, Los Angeles, CA 90025 Medical research 20,000 Lowell Milken Center for Unsung Heroes, Inc 4 South Main St , Fort Scott, KS 66701 Community centers & programs 556,150 George W Bush Presidential Library and Museum PO Box 560887, Dallas TX 75356-9733 Cultural programs 1,000 American Friends of Anel University 1432 Crestview Ct. Los Angeles, CA 90024 Educational programs 100,000 15800 Zeldins' Way at Mulholland Dr, Los Angeles, CA 90049 Educational programs 750,000 Factory Athletics Foundation 9212 Berger Road, #200, Columbia, MD 21045 Educational programs 2,000 Centurion Ministries 1000 Herrontown Rd . Princeton, NJ 8540 Human service programs 1.000 Venice Family Clinic 604 Rose Ave, Venice, CA 90291 Healthcare programs 5,000 Leukemia & Lymphoma Society, Inc 1311 Mamaroneck Ave, White Plains, NY 10605 Medical research 5,000 MEMRI 1819 L St NW, 5th Floor, Washington, DC 20036 Community centers & programs 5.000 Prostate Cancer Foundation 1250 Fourth St, #360, Santa Monica, CA 90401 Medical research 75,000 Total contributions, gifts, grants paid - Form 990-PF. Part I, Line 25, Columns (a) & (d) 5,918,646 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/14

STATEMENT 10 FORM 990-PF , PART XV, LINE 3b CONTRIBUTIONS . GIFTS AND GRANTS APPROVED FOR FUTURE PAYMENT

Recipient Name Recipient Address Purpose of Grant or Contribution Amount Regents of the University of California Los Angeles, CA 90024 Educational programs 4,776,404 Art Center College of Design 1700 Lida St, Pasadena, CA 91103 Educational programs 1,263,000 Anel University 1432 Crestview Ct Educational programs 400,000 Lowell Milken Center 4 South Main St, Fort Scott, KS 66701 Educational programs 250,000 HighTech Los Angles 1529 Gitcrest Dr, Beverly Hills, CA 90210 Educational programs 225,000 Cedars Sinai Medical Center 8700 Beverly Blvd. Los Angeles, CA 90048 Medical research 992,145 Prostate Cancer Foundation 1250 Fourth St . Santa Monica, CA 90401 Medical research 75,000 7,981,549 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/14

STATEMENT 11 FORM 990-PF, PART VIII, QUESTION 1 LIST OF OFFICERS, DIRECTORS, TRUSTEES, FOUNDATION MANAGERS AND THEIR COMPENSATION

Title and Average Contributions Hours per Week Compensation, to Employee Expense Account, Name and Address Devoted to Position if any Benefit Plans Other Allowances

L Milken President 0 None None 1250 Fourth Street, Sixth Floor Director Santa Monica, CA 90401 10-20 hrs/wk

R Finerman Executive Vice President and 0 None None 1250 Fourth Street, Fifth Floor Asst Secretary Santa Monica, CA 90401 Director 0-10 hrs/wk

S Milken Director 0 None None 1250 Fourth Street Sixth Floor 0-10 hrs/wk Santa Monica , CA 90401

S Fox Treasurer and 0 None None 1250 Fourth Street, Third Floor Secretary Santa Monica, CA 90401 10-15 hrs/wk

J Milken Vice President 0 None None 1250 Fourth Street, Sixth Floor Director Santa Monica, CA 90401 0-10 hrs/wk

R Milken Vice President 0 None None 1250 Fourth Street, Sixth Floor Director Santa Monica, CA 90401 0-10 hrs/wk

D Milken Director 0 None None 1250 Fourth Street, Sixth Floor 0-10 hrs/wk Santa Monica, CA 90401

5 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10131/14

STATEMENT 12 FORM 990-PF. PART I, LINE 6a FORM 990-PF, PART IV, LINE 1 CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME

How Date Gross Basis of Capital Description Acquired Acquired Date Sold Proceeds Property Gain/(Loss) Equities P & D Various Various 5,623,900 2,449,157 3,174,743 Fixed Income P Various Various 911,253 911,252 1 Limited Partnerships P Various Various 2,084,704 947,237 1,137,467 Total before Unrelated Business Capital Gams(Losses) Part I, Line 7, Part IV, Line 1a 8,619,857 4,307,646 4,312,211 Unrelated Business Capital Gains(Losses) 152,874 152,874 Total with Unrelated Business Capital Gains(Losses) Part I, Line 6a, 6b 8,772,731 4,307,646 4,465,085

Note Additional detail is available upon request

STATEMENT 13 FORM 990-PF, PART VII- B, QUESTION 1a(3)

The Foundation accepted certain services at no charge from disqualified persons

STATEMENT 14 FORM 990-PF, PART VII-B, QUESTION 1a(4)

From time to time, certain officers and directors are reimbursed for business expenses which are necessary to carry out the exempt purpose of the foundation

STATEMENT 15 FORM 990-PF, PART I, LINE 11, COL (a) & (b) OTHER INCOME Non-UBTI UBTI Total Apollo Real Estate Investment Fund III, L P (816) (33,412) (34,228) Apollo Real Estate Investment Fund IV, L P 34,233 (19,051) 15,182 Apollo International Real Estate Fund, L P (5,252) 120 (5,132) Apollo Investment Fund IV, L P (498) - (498) Apollo Investment Fund V, L P (145) - (145) ProQuest Investments, L P 97 - 97 ProQuest Investments II, L P (134) - (134) ProQuest Investments III, L P (14,918) - (14,918) ProQuest Investments IV, L P (30,816) - (30,816) Ranger Small Cap Fund, L P (18,423) - (18,423) Thomas H Lee Alternative Fund V, L P 2,562 - 2,562 Thomas H Lee Parallel Fund V, L P 50,032 - 50,032 OCM Japan Opportunities Fund, L P 14,740 - 14,740 OCM Japan Opportunities Value Fund, L P 13,351 - 13,351 Apollo Investment Fund VI, L P 461,650 - 461,650 MidOcean Partners IIIA, L P (11,385) - (11,385) Thomas H Lee Parallel Fund VI, L P 14,034 - 14,034 Thomas H Lee Alternative Fund VI, L P 16,818 - 16,818 LSNP, LLC 543,670 - 543,670 AIF VII (LS AIV) L P 2,792 6,132 8,924 CM-NP LLC 238,523 - 238,523 NP1, LLC 1,384,437 - 1,384,437 Apollo Investment Fund VII, L P (3,975) - (3,975) AIF VII (VC), L P (183) - (183) AIF VII Euro Holdings, L P 7,708 - 7,708 AIF VII (AIV), L P 215 (6,030) (5,815) AIF VII (ALST) Euro Holdings, L P - (87) (87) AIF VII (VC D), L P - 104 104 AIF VI Euro Holdings, L P 759 - 759 AIF VI Euro Holdings, L P (PFIC) 620,291 - 620,291 AIF VII Euro Holdings, L P (PFIC) 132 - 132 Apollo Co-Investors VIII(E), L P (398) - (398) Shelter Venture Capital Fund, L P (4,588) - (4,588) Hispaniola K-1 (Deltec) 17,137 - 17.137 Foreign exchange gain(loss) - 3,331,650 (52.224) 3,279.426

The amount shown as UBTI has been filed on Form 990-T and is not reflected in Part I , Line 11 , Column (b) of the Form 990-PF

6 LOWELL MILKEN FAMILY FOUNDATION 95-4078354 FORM 990-PF FOR THE YEAR ENDED 10/31/14

STATEMENT 16 FORM 990-PF STATEMENT OF ELECTION AND COMPUTATION OF DEDUCTION FOR AMORTIZABLE BOND PREMIUM (Sec 171(c))

The taxpayer has previously elected to amortize bond premium in accordance with IRC Section 171(c)

Amortizable bond premium for FYE 10/31/14 Less Amounts on bonds for which no interest income was received during FYE 10/31/14 (carried forward to FYE 10/31/15) Net bond premium amortization

STATEMENT 17 FORM 990-PF, PART III, LINE 5 ANALYSIS OF CHANGES IN NET ASSETS - OTHER DECREASES

Difference between tax and accounting basis of contributed assets 3,355,234

STATEMENT 18 FORM 990-PF, PART I, LINE 19 FORM 990-PF, PART II, LINE 14 DEPRECIATION - LAND, BUILDINGS AND EQUIPMENT Depreciation Prior Years' Current Total Property Cost Accum Year Disposals/ Accum Adjusted Description Method Life Basis Deprec Deprec Adjustments Deprec Basis Furniture & Fixtures S/L MACRS 7 years 28,500 10,178 4,072 - 14,250 14,250

Depreciation expense of $4,071 was computed on a straight-line basis over the estimated useful lives of the assets

STATEMENT 19 FORM 990-PF, PART III, LINE 3 ANALYSIS OF CHANGES IN NET ASSETS - OTHER INCREASES

Gain on common stock distributed as a contribution to donees 454,731