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Return of Private Foundation OMB No 1545-0052 Form 990 -PF 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. Department of the Treasury ► 2016 Information about Form 990-PF and its separate instructions is at www.irs.gov/form990pf. en o u Internal Revenue Service ► iFI nspect ion For calendar year 2016 or tax year beginning , and ending Name ofloundatlon A Employer identification number

AMnR'P.g0W-'PnrCF.RG FnTTNnArPTC)N - INC'. 22-3052390 Number and street (or P O box number if mail is not delivered to street address) Room/suite B Telephone number 327 WEST 19TH STREET 212-989-9331 City or town, state or province, country, and ZIP or foreign postal code C If exemption application is pending , check here NEW YORK , NY 10011 G Check all that apply: El Initial return El initial return of a former public charity D 1 Foreign organizations, check here Final return 0 Amended return 2. Foreign organizations meeting the 85% test, D Address chan g e D Name change check here and attach computation H Check type of organization: ® Section 501(c)(3) exempt private foundation E If private foundation status was terminated 0 Section 4947(a)( 1 ) nonexem pt charitable trust El Other taxable p rivate foundation under section 507(b)(1)(A), check here I Fair market value of all assets at end of year J Accounting method: 0 Cash ® Accrual F If the foundation is in a 60-month termination (from Part 11, col (C), line 16) 0 Other (specify) under section 507(b)(1)(B), check here 1, column (d) must be on cash basis.) ► $ 14 8 41 313 . (Part Part I Analysis of Revenue and Expenses (a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursements (The total of amounts in columns (b), (c), and (d) may not for charitable purposes necessarily equal the amounts in column (a)) expenses per books income income (cash basis only) 1 Contributions, gifts, grants, etc., received 4 , 064 , 302 . N/A

2 Check ► El If thetoundaton is not required to attach Sch B Interest on savings and temporary 3 cash investments 9 , 331. 9 , 331. S TATEMENT 1 4 Dividends and interest from securities 309 , 318. 309 , 318. S TATEMENT 2 c.B 5a Gross rents b Net rental income or (loss)

6a Net gain or (loss) from sale of assets not on line 10 1 , 796 , 771. M Gross sales price for all b assets on line 6a 4,232,447. 7 Capital gain net income (from Part IV, line 2) 1 , 796 , 771. 8 Net short-term capital gain w 9 Income modifications Gross sales less returns 10a and allowances

b Less Cost of goods sold C) c Gross profit or (loss) (dT 11 Other m 2 , 158 . 2 , 158 . S TATEMENT 3 12 Total dllnesRtlaQ 1I\/ED 6 , 181 , 880. 2 , 117 , 578. 13 Compen ficers , directors, trustees , etc v 54 , 467. 0. 0. 14 Other a p ee sa ales 15 Pension mployee beneefits '^ 16a Legal fe Aa a b Accoun L4n g f and a S 4 4 , 906. 1 2 0 0. 0. W c Other professional feesv 17 Interest 18 Taxes STMT 5 51 , 418. 46 , 013. 0. 19 Depreciation and depletion E 20 Occupancy a 21 Travel, conferences, and meetings 10 2 . 0 . 0 . c 22 Printing and publications 0 23 Other expenses STMT 6 25 , 747. 19 , 054. 0. M 24 Total operating and administrative expenses Add lines 13 through 23 13 6 640. 66 , 267. 0. 0 25 Contributions, gifts, grants paid 5 81 300. 581 , 300. 26 Total expenses and disbursements. Add lines 24 and 25 717 940. 66 , 267. 581 300. 27 Subtract line 26 from line 12:

a Excess of revenue over expenses and disbursements 5 463 , 940. b Net investment income (if negative, enter -o-) 2 1 051 , 311. c Adjusted net income (if negative. enter -0-) N / A 623501 11-23-16 LHA For Paperwork Reduction Act Notice, see instructions Form 990-PF (2016) 1 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 r r

Fnrm QQn-PF l9n1R1 AN1lF.R CCITT-R(1C3F.R ^ FCITTKMA'PTCTAT TTT(' - 22-1ns2gan Pnno0 Beginning of year End of year Part it Balance Sheets Attached schedules and amounts in the description column should be for end -at-year amounts only (a) Book Val ue (b) Book Val ue (c) Fair Market Value 1 Cash - non-interest-bearing 2 Savings and temporary cash investments 552 , 445. 1 1 446 , 316. 1 1 446 , 316. 3 Accounts receivable ► Less: allowance for doubtful accounts ► 4 Pledges receivable ► Less: allowance for doubtful accounts ► 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons

7 Other notes and loans receivable ► Less: allowance for doubtful accounts ► U) 8 Inventories for sale or use d Prepaid expenses and deferred charges N0 9 10a Investments - U.S. and state government obligations b Investments - corporate stock STMT 7 10 , 099 , 508. 13 391 , 991. 13 391 , 991. c Investments - corporate bonds

11 Investments - land, buildings , and equipment basis ►

Less accumulated depreciation ► 12 Investments - mortgage loans 13 Investments - other 14 Land, buildings, and equipment: basis 3 , 477. Less accumulated depreciation STMT 810- 3 , 450 . 27. 27. 27. 15 Other assets (describe ► STATEMENT 9 844. 2 , 979. 2 , 979. 16 Total assets (to be completed by all filers - see the instructions. Also see pag e 1 Item I 10 , 652 , 824. 14 , 841 , 313. 14 , 841 , 313. 17 Accounts payable and accrued expenses 18 Grants payable v) 19 Deferred revenue

20 Loans from officers, directors, trustees , and other disqualified persons m 21 Mortgages and other notes payable 22 Other liabilities (describe ► STATEMENT 10 ) 3 , 075. 0.

23 Total liabilities (add lines 17 throu g h 22 ) 3 , 075. 0. Foundations that follow SFAS 117, check here ► and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 10 , 649 , 749. 14 , 841 , 313. m 25 Temporarily restricted co 26 Permanently restricted r_ Foundations that do not follow SFAS 117, check here ► 0 LL and complete lines 27 through 31. y 27 Capital stock, trust principal, or current funds 28 Paid-in or capital surplus, or land, bldg., and equipment fund 4 29 Retained earnings, accumulated income, endowment, or other funds Z 30 Total net assets or fund balances 10 , 649 , 749. 14 , 841 313 .

31 Total liabilities and net assets/fund balances 10 , 652 , 824. 14 , 841 , 313. Part III Analysis of Changes 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 10 , 649 , 749 . 2 Enter amount from Part I, line 27a 2 5 , 463 , 940 . 3 Other increases not included in line 2 (itemize) ► 3 0 . 4 Add lines 1, 2, and 3 4 16 , 113 , 689 . 5 Decreases not included in line 2 (itemize) ► FAIR MARKET VALUE ADJUSTMENTS 5 1 , 272 , 376. 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II. column (b). line 30 6 14 . 841 .313 . Form 990-PF (2016)

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2 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 r

Form 990-PF (2016) ANDERSON-ROGERS FOUNDATION , INC. 22-3052390 Page 3 Part IV Capital Gains and Losses for Tax on Investment Income • (a) List and describe the kind(s) of property sold (e.g., real estate, (b How acquired (c) Date acquired (d) Date sold Purchase day, yr.) (mo., yr.) 2-story brick warehouse; or common stock, 200 shs. MLC Co.) D - Donation- day, la b SEE ATTACHED STATEMENTS C d e Cost or other basis (h) Gain or (loss) (e) Gross sales price (f) Depreciation allowed (g) (or allowable) plus expense of sale (e) plus (f) minus (g) a b c d e 4 , 232 , 447. 1 2 , 435 , 676. 1 , 796 , 771. Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Gains (Col. (h) gain minus (j) Adjusted basis (k) Excess of col. (i) col. (k), but not less than -0-) or Losses (from col. (h)) (1) F.M.V. as of 12/31/69 as of 12/31/69 over col. (1), if any a b c d e 1 , 796 , 771. If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) If (loss), enter -0- in Part I, line 7 2 1 , 796 , 771. 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If loss enter -0- in Part I line 8 3 N / A Part V I Uualiticatlon Unaer Section 4V4U(e) for Ketlucea I ax on Net in vest ment 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? 0 Yes ® No If "Yes, the foundation does not qualify under section 4940(e). Do not complete this part. 1 Enter the appropriate amount in each column for each year; see the instructions before making any entries.

Base period years (b) (c) Distribution ratio Calendar year ( or tax year beginning in ) Adjusted qualifying distributions Net value of noncharitable-use assets (col. (b) divided by col. (c)) 2015 356 100. 10 444 097. .034096 2014 344 000. 10 125 148. .033975 2013 359 500. 9 , 485 , 239. .037901 2012 388 500. 8 , 464 , 151. .045899 2011 324 150. 6 , 165 , 098. .052578

2 Total of line 1, column (d) 2 . 2 0 4 4 4 9 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 4 0 8 9 0

4 Enter the net value of noncharitable-use assets for 2016 from Part X, line 5 4 12 , 304 , 523.

5 Multiply line 4 by line 3 5 503 , 132.

6 Enter 1% of net investment income (1% of Part I, line 27b) 6 20 , 513.

7 Add lines 5 and 6 7 523 , 645.

8 Enter qualifying distributions from Part XII, line 4 8 581 , 300. 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.

623521 11- 23-16 Form 990-PF (2016) 3 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 orm 990-PF (2016) ANDERSON-ROGERS FOUNDATION, INC. 2 2-30 5 2390 Page 4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see instructions) line 1. la Exempt operating foundations described in section 4940(d)(2), check here ► 0 and enter "N/A" on 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 here ► ® and enter 1% 1 20 , 513. 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 20 , 513. 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0. 5 Tax based on investment income Subtract line 4 from line 3. If zero or less, enter -0- 5 20 , 513. 6 Credits/Payments: a 2016 estimated tax payments and 2015 overpayment credited to 2016 6a 36 , 000. 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 36 , 000. 8 Enter any penalty for underpayment of estimated tax. Check here 0 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 10 Overpayment If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 15 , 487. 11 Enter the amount of line 10 to be: Credited to 2017 estimated tax No. 15 4 8 7 . Refunded Pill 11 0. Part VII -A Statements Regarding Activities la During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No any political campaign2 la X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for the definition)? lb X If the answer is "Yes" to 1a or fb, 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 1 120-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. ► $ 0. (2) On foundation managers. Ili- $ 0. e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. ► $ 0. 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? N/A 4b 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 ll, col (c), and Part XV 7 X

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► 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 G? 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 4942(l)(5) for calendar year 2016 or the taxable year beginning in 2016 (see instructions for Part XIV)? If "Yes, " complete Part XIV 9 X 10 Did any persons become substantial contributors during the tax year? If "Yes." attach a schedule listing their names and addresses STMT 1 1 10 X Form 990-PF (2016)

823531 11-23-16 4 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 ormuau-rr cuio H1VLratCbV1V-LCVlir.L rJULVUL -E.L JLV 11VL. 44-iU7L.7U l'a eb Part VII -A Statements Regarding Activities (continued) • Yes No 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 ► FDNCENTER. ORG / GRANTMAKER / ARFDN / The 14 books are in care of ► SARAH A POPE Telephone no. ► 212 - 9 8 9 - 9 3 31 Located at ► 3 2 7 W 19TH ST, NY, NY ZIP+4 ►10 011 Form 15 Section 4947(a)(1) nonexempt charitable trusts filing 990-PF in lieu of Form 1041 - Check here ► 0 and enter the amount of tax-exempt interest received or accrued during the year ► 15 N/A 16 At any time during calendar year 2016, did the foundation have an interest in or a signature or other authority over a bank, Yes No securities, or other financial account in a foreign country? 16 X See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes," enter the name of the Partforeig n country 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. Yes No is 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? Yes No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? Yes No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes ® 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)? 0 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.) Yes ® No b If any answer is "Yes" to la(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)? N/A lb Organizations relying current regarding on a notice disaster assistance check here ► c Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 20167 is 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 4942(1)(3) or 4942(j)(5)): a At the end of tax year 2016, did the foundation have any undistributed income (lines 6d and Be, PartXIII) for tax year(s) beginning before 2016? Yes ® No If "Yes," list the years ► b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement - see instructions.) N/A 2b c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

► 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? 0 Yes ® No b If "Yes," did it have excess business holdings in 2016 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 2016) N/A 3b 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 ieooardv before the first day of the tax year beainnina in 2016? 4h X Form 990-PF (2016)

623541 11-23-16 5 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 6t ANDERSON-ROGERS FOUNDATION. INC. 22-

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))9 0 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? Yes ® No (3) Provide a grant to an individual for travel , study, or other similar purposes? 0 Yes ® No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 4945( d)(4)(A)2 (see instructions ) 0 Yes ® 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? El Yes ® 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 )? N/A 5b Organizations relying on a current notice regarding disaster assistance check here ► El 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? N/A 0 Yes El 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? El 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 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction '? El Yes ® No b If "Yes," did the foundation receive an y p roceeds or have any net income attributable to the transaction'? N /A 7b Part VIII Information About Officers , Directors , Trustees , Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation. (b) Title, and average (c) Compensation (d) Contributions to (e) Expense (a) Name and address hours per week devoted ( If not paid, omp anddeferredplans account, other to position - - enter- 0- compensation allowances

SEE STATEMENT 12 54 , 467. 0. 0.

2 Compensation of five hiahest-naid emolovees (other than those included on line 11. If none. enter "NONE." (b) Title, and average (d)Contnbutionsto (e)Ex ense hours week tans account, other (a) Name and address of each employee paid more than $50,000 per (c) Compensation emp andedeterred devoted to position compensation allowances NONE

Total number of other employees paid over $50,000 ► 1 0 Form 990-PF (2016)

823551 11-23-18 6 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 Form 990-PF 2016 ANDERSON-ROGERS FOUNDATION , INC. 22-3052390 Pa e 7 Part VIII Information About Officers, Directors, Trustees, Foundation Managers , Highly Paid Employees, and Contractors (continued) 3 Five highest- paid independent contractors for professional services. If none. enter "NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation NONE

Total number of others receivin g over $50 ,000 for p rofessional services 110. 0 Part IX-A Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the Expenses number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. N/A

2

3

4

Part IX- 51 Summary of Program - Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount 1 N / A

2

All other program-related investments. See instructions. 3

Total. Add lines 1 through 3 1110. 0. Form 990-PF (2016)

823581 11-23-18 7 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 Form 990-PF (2016) ANDERSON-ROGERS FOUNDATION, INC. 22- 3052390 Page 8

Part X 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 la. 10 , 769 , 876. b Average of monthly cash balances 1b 1 , 722 , 026. c Fair market value of all other assets 1c d Total (add lines 1a, b, and c) 1d 12 , 491 , 902 . e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) le 0. 2 Acquisition indebtedness applicable to line 1 assets 2 0 . 3 Subtract line 2 from line 1d 3 12 , 491 , 902 . 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 187 , 379 . 5 Net value of noncharitable - use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 12 , 304 523 . 6 Minimum investment return Enter 5% of line 5 6 615 226 . Part XI Distributable Amount (see instructions) (Section 4942(l)(3) and (I)(5) private operating foundations and certain foreign organizations check here po. 0 and do not complete this part.) 1 Minimum investment return from Part X, line 6 1 615 , 226. 2a Tax on investment income for 2016 from Part VI, line 5 2a 20 , 513. b Income tax for 2016. (This does not include the tax from Part VI.) 2b c Add lines 2a and 2b 2c 2 0 513 . 3 Distributable amount before adjustments. Subtract line 2c from line 1 3 594 , 713 4 Recoveries of amounts treated as qualifying distributions 4 0 5 Add lines 3 and 4 5 594 , 713. 6 Deduction from distributable amount (see instructions) 6 0 7 Distributable amount as ad justed. Subtract line 6 from line 5. Enter here and on Part XIII , line 1 7 594 , 713 Part XII 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 la 581 , 300. b Program-related investments - total from Part IX-B lb 0. 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 la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 581 , 300. 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 5 20 , 513. 6 Adjusted qualifying distributions Subtract line 5 from line 4 6 560 , 787. 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 (2016)

823571 11-23-18 8 11450508 781764 ARF12/31 2016.03040 ANDERSON - ROGERS FOUNDATION , ARF12_31 Form 990-PF (2016) ANDERSON-ROGERS FOUNDATION, INC. 22-3052390 Page 9 Part XIII Undistributed Income (see instructions)

(a) (b) (c) (d) Corpus Years prior to 2015 2015 2016 1 Distributable amount for 2016 from Part XI, line7 594 713.

2 Undistributed income , if any, as of the end of 2018 a Enter amount for 2015 only 4 , 491. b Total for prior years: 0. 3 Excess distributions carryover, if any, to 2016: a From 2011 b From 2012 c From 2013 d From 2014 e From 2015 f Total of lines 3a throug h e 0. 4 Qualifying distributions for 2016 from Part Xl 1, line 4: ► $ 581 , 300. a Applied to 2015, but not more than line 2a 4 , 491 . b Applied to undistributed income of prior years (Election required - see instructions) 0. c Treated as distributions out of corpus (Election required - see instructions) 0. d Applied to 2016 distributable amount 76,809. e Remaining amount distributed out of corpus

5 Excess distributions carryover applied to 2018 0. 0. (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 0. b Prior years' undistributed income. Subtract line 4b from line 2b c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed d Subtract line 6c from line 6b. Taxable amount - see instructions e Undistributed income for 2015. Subtract line 4a from line 2a. Taxable amount - see Instr. f Undistributed income for 2016. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2017 17.904. 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) 8 Excess distributions carryover from 2011 not applied on line 5 or line 7 0. 9 Excess distributions carryover to 2017. Subtract lines 7 and 8 from line 6a 0. 10 Analysis of line 9: a Excess from 2012 b Excess from 2013 c Excess from 2014 d Excess from 2015

823581 11-23-18 Form 990-PF (2016) 9 11450508 781764 ARF12/31 2016.03040 ANDERSON -ROGERS FOUNDATION, ARF12_31 Form 990-PF 2016 - ANDERSON-ROGERS FOUNDATION , INC. 2 2 - 3 0 5 2 3 9 0 Page 10 Part XIV Private Operating Foundations (see instructions and Part VII-A, question 9) N/A 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2016, enter the date of the ruling ► b Check box to indicate whether the foundation is a private o eratm foundation described in section 0 4942(j)( 3 ) or 0 4942(j)(5) 2 a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (a) 2016 (b) 2015 (c) 2014 (d) 2013 ( e) Total investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c 3 Complete 3a, b, or c for the alternative test relied upon: a "Assets" alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(I)(3)(B)(i) b 'Endowment' alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c "Support' alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(ui) (3) Largest amount of support from an exempt organization ( 4 ) Gross investment income Part XV 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).) NONE b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. NONE 2 Information Regarding Contribution, Grant, Gift, Loan , Scholarship , etc., Programs: Check here ► 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

SEE STATEMENT 13 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:

623601 11-23-16 Form 990-PF (2016) 10 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 Form 990-PF (2016) ANDERSON-ROGERS FOUNDATION. INC. 2 2 - 3 0 5 2 3 9 0 Page 11

a urants ana conviounons rata uunn me T ear or Approvea or ruture ra meni Recipient If recipient is an individual, show any relationship to Foundation Purpose of grant or status of contribution Amount Name and address (home or business) any foundation manager or substantial contributor recipient a Paid during the year

SEE ATTACHED LITONE 5 01(C)(3) EE ATTACHED SEE ATTACHED SEE ATTACHED 81300.

Total ► 3a 581 300 , b Approved for future payment

NONE

Total 10- 3b 0 . Form 990-PF (2016)

623811 11-23-16 11 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 Form 990-PF (2016) ANDERSON-ROGERS FOUNDATION, INC. 2 2 - 3 0 5 2 3 9 0 Page 12 Part XVI -A Analysis of Income - Producing Activities

Enter g ross amounts unless otherwise indicated . Unrelate d business income Exclu ded by section 512, 513, or 514 (e) (a) (b) x - Ec (d) Related or exempt Business Amount 1 Program service revenue: code code5ion Amount function income a b c d e f 9 Fees and contracts from government agencies 2 Me mbership dues and assessments 3 IntBrest on savings and temporary cash investments 14 9 , 331. 4 Dividends and interest from securities 14 309 , 318. 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 0ther investment income 9 0 0 0 9 9 658. 15 1 , 500. 8 Gal n or (loss) from sales of assets other than inventory 18 1 , 796 , 771. 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 0therrevenue: a b c d e 12 Su btotal. Add columns (b), (d), and (e) 658. 2 , 116 , 920. 0. 13 Total . Add line 12, columns (b), (d), and (e) 13 2,117,578. (See worksheet in line 13 instructions to verify calculations.) Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

Line No . Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes). 4 LL INCOME WAS FROM INVESTMENTS AND WILL BE USED AS FUNDS AVAILABLE 8 OR GIFTING TO QUALIFIED ORGANIZATIONS.

623821 11-23-18 Form 990-PF (2016) 12 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 Form 990-PF (2016 ) ANDERSON-ROGERS FOUNDATION , INC. 22-3052390 Pa a 13 Part XVII 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 in section 501 (c) of Yes No the-Code (other than section 501(c)(3) organizations) or in section 527, relating to political orgamzatlons7 a Transfers from the reporting foundation to a nonchantable exempt organization of (1) Cash la( l ) X (2) Other assets la(2 ) X b Other transactions: (1) Sales of assets to a noncharitable exempt organization lb ( l ) X (2) Purchases of assets from a noncharitable exempt organization M211 X (3) Rental of facilities, equipment, or other assets lb(3)1 X (4) Reimbursement arrangements lb(4) 1 X (5) Loans or loan guarantees b( 5 ) X (6) Performance of services or membership or fundraising solicitations lb(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, ot her ass ets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in

2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501 ( c) of the Code ( other than section 501(c)(3)) or in section 527? 0 Yes ® No h If "Yes' cmmnlete the fnllnwlnn schedule- (a) Name of organization (b) Type of organization (c) Description of relationship N/A

Under penalties of perjury , I declare that 1 have examined this return, including accompanying schedules and statements, and to the best of my knowledge May the IRS disc uss this Sig and belief , it is tru , correct , and complete Declaration of preparer (other than taxpayer) is based on all information W rppff 1g53f1Ykotyt,,d iiS preparer ofPRE return with the preparer n 5ID NT Tj^F^i sh below see instr Here

Signature of officer or trustee Date Print/Type preparer ' s name Prepay n re

Paid BURTON SPEER U EE

11450508 781764 ARF12/31 2016.03040 Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990,990-EZ, No- Attach to Form 990, Form 990-EZ, or Form 990-PF. or 990-PF) , Information about Schedule B (Form 990, 990-EZ, or 990-PF) and Department of the Treasury 2016 Internal Revenue Service its instructions is at www.irs.gov/form990 . Name df the organization Employer identification number

ANDERSON-ROGERS FOUNDATION Organization type (check one)

Filers of: Section:

Form 990 or 990-EZ 0 501 (c)( ) (enter number) organization

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

527 political organization

Form 990-PF 501(c)(3) exempt private foundation

0 4947 (a)(1) nonexempt charitable trust treated as a private foundation

0 501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule. Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule See Instructions

General Rule

® For an organization filing Form 990, 990-EZ, 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

0 For an organization described in section 501 (c)(3) 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)(vl), that checked Schedule A (Form 990 or 990-EZ), Part 11, 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 (I) Form 990, Part VIII, line 1 h, or (ll) Form 990-EZ, line 1 Complete Parts I and II

D 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 exclusively for religious , charitable , scientific , literary , or educational purposes, or for the prevention of cruelty to children or animals Complete Parts I, II, and III

D 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, contributions exclusively for 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 exclusively religious , charitable, etc , purpose Don 't complete any of the parts unless the General Rule applies to this organization because it received nonexc/usfvely religious , charitable , etc , contributions totaling $5 , 000 or more during the year 10- $

Caution : An organization that isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF)

LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990- PF. Schedule B (Form 990 , 990-EZ, or 990 -PF) (2016)

823451 10-18-18 Schedule B (Form 990, 990-EZ, or 990- PF) (2016) Page 2 Name of organization Employer identification number

ANDERSON-ROGERS FOUNDATION , INC. 22-3052390

Part I 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

1 PORTER W. ANDERSON Person Payroll 6901 EDGEWATER DRIVE, APT. 219 $ 1,000,000. Noncash E:1 (Complete Part II for CORAL GABLES, FL 33133-7039 noncash contributions)

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

2 PORTER W. ANDERSON Person 0 Payroll 0 6901 EDGEWATER DRIVE, APT. 219 $ 3,064,302. Noncash Ef] (Complete Part II for CORAL GABLES, FL 33133-7039 noncash contributions)

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

Person 0 Payroll $ Noncash 0 (Complete Part II for noncash contributions.)

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

Person 0 Payroll $ Noncash 0 (Complete Part II for noncash contributions.)

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

Person El Payroll $ Noncash (Complete Part II for noncash contributions )

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

Person 0 Payroll 0 $ Noncash 0 (Complete Part II for noncash contributions ) 823452 10-18-18 Schedule B (Form 990 . 990-EZ . or 990-PF) (20161 18 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 Schedule B (Form 990, 990-EZ, or 990-PF) (2016) Page 3 Name of organization Employer identification number

ANDERSON-ROGERS FOUNDATION , INC. 22-3052390

Part ii Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.

No. (c) FMV (or estimate ) from Description of noncash property given Date received (See instructions) Part I STOCK: 25000 SHARES BSX; 10000 SHARES 2 BAX; 4650 SHARES CELG; 5000 SHARES OPHLF; 10000 SHARES ZION $ 1,988,480. 06/13/16

(a) (c) No. (b) FMV (or estimate) (d) from Description of noncash property given Date received (See instructions) Part I STOCK: 10719 SHARES TEXAS INSTRUMENT; 2 7980 SHARES ORACLE CORP

$ 1,075,822. 12/06/16

(a) (c) FMV (or estimate) from Description of noncash property given Date received (See instructions) Part I

(a) (c) FMV (or estimate) from Description of noncash property given Date received (See instructions) Part I

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

(a) (c) FMV (or estimate) from Description of noncash property given Date received (See instructions) Part I

623453 10-18-16 Schedule B (Form 990 , 990-EZ, or 990 -PF) (2016) 19 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 Schedule B (Form 990, 990-EZ, or 990-PF) (2016) Page 4 Name of organization Employer identification number

ANDERSON-ROGERS FOUNDATION , INC. 22-3052390 Part III Exclusively religious, charitable , etc , contributions to organizations described in section 501(c )(7), (8), or ( 10) that total more than $ 1,000 for the year from any one contributor 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 info once ( lo. $ t Ica dr rnhcata rnniec of Part I I I if nrtrirtrnnal cnaca is nearler1 (a) No. from (b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part I

(e) Transfer of gift

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

(a) No. from (b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part 1

(e) Transfer of gift

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

(a) No. from (b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part I

(e) Transfer of gift

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

(a) No. from (b) Purpose of gift (c) Use of gift (d) Description of how gift is held Part I

(e) Transfer of gift

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

623454 10-18-18 Schedule B (Form 990, 990-EZ, or 990-PF) (2016) 20 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 CONTINUATION FOR 990-PF, PART IV ANDERSON-ROGERS FOUNDATION INC. 22-3052390 PAGE 1 OF 3 Part IV Cauital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold, e.g., real estate, (b1 How acquired (c) Date acquired (d) Date sold mo., day, yr.) (mo., day, yr.) 2-story brick warehouse; or common stock, 200 shs. MLC Co. D - Donation la BLACKSTONE GROUP LP b BLACKSTONE GROUP LP c KKR & CO LP d KKR & CO LP e OAKTREE CAPITAL GROUP LP f OAKTREE CAPITAL GROUP LP g 2200 ISHARES MSCI JAPAN ETF 12/18/15 07 / 26/16 h .584 SELECT SECTOR SPDR TD ETF 09/22/16 09/22/16 25000 BOSTON SCIENTIFIC CORP 09/02/14 06/22/16 2000 CBS CORP 08/15/14 03/08/16 k 5000 ONO PHARMACEUTICAL CO 01/07/15 06/22 / 16 1500 TOTAL SA SPON ADR 08 / 15/14 01/13/16 m 2000 WHITEWAVE FOODS CORP 12/04/14 07/07/16 n 3000 WISDOMTREE EUROPE HEDGED EQUIT 10/30/14 11/04/16 o 1000 WISDOMTREE TRUST JAPN HEDGE E 11/18/13 01/13/16 (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (e) Gross sales price (or allowable) plus expense of sale (e) plus (f) minus (g) a 38. 38. b 1 , 317. 1 , 317. c 100. -100. d 469. 469. e 265. 265. f 283. -283. 25 , 702. 26 , 836. -1 , 134. h 19. 19. 0. 1 566 032. 311 817. 254 215. 101 468. 119 998. -18 , 530. k 208 890. 87 , 375. 121 515. I 60 , 138. 96 , 387. -36 , 249. m 111 710. 77 , 619. 34 , 091. n 156 339. 165 962. -9 , 623. o 45 459. 50 , 155. -4 , 696. Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Losses (from col. (h)) (j) Adjusted basis (k) Excess of col. (i) Gains (excess of col. (h) gain over col. (k), (i) F.M.V. as of 12/31/69 as of 12/31/69 over col. (j), if any but not less than "-02) a 38. b 1 , 317. c -100. d 469. e 265. f -283. -1 , 134. h 0. 254 215. -18 , 530. k 121 515. 1 -36 , 249. m 34 , 091. n -9 , 623. o -4 , 696.

If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) t If (loss), enter "-0- in Part I , line 7 } 2 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If (loss), enter "-0- in Part I, line 8 3

823591 04-01-16 14 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 CONTINUATION FQR 990-PF, PART IV ^ATT1L'1D Q(ThT-D(V 'DQ VCTTATTIh TTn'KT TATP'' 10-InczIlon 1Dnr_,c 1) nt z Part IV Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold, e.g., real estate, (b1 How acquired (c) Date acquired (d) Date sold 2-story brick warehouse; or common stock, 200 shs. MLC Co. D - Donation (mo., day, yr.) (mo., day, yr.) la 10000 ZIONS BANCORP 03/07/12 06/22/16 b 10000 BAXTER INTL INC 10/11/05 06/22/16 c 4650 CELGENE CORP 10/21/09 06/22/16 d 100000 GECC 4450 160C15 05/19 / 11 10 / 17/16 e 3980 ORACLE CORP 02/20/03 12/09/16 (10719 TEXAS INSTRUMENTS 06/11/03 12/09/16 7000 VERIZON COMMUNICATIONS 09/17/09 03/08/16 h 320 ABBOTT LABORATORIES 12/21/15 10/24 / 16 X10 ADVANSIX INC 12/21 / 15 11/04/16 3 CALIFORNIA RES CORP 12/21 / 15 11/04/16 k .534 CALIFORNIA RES CORP 07/08/15 03/24/16 11280 DELPHI AUTOMOTIVE 07/07 / 15 04/22/16 m .678 KONINKLIJKE PHIL EL SP 06/15/16 06/15/16 n530 PRAXAIR INC 09/28/15 02/03/16 o 1375 WHITEWAVE FOODS CORP 07 / 07 / 15 07 / 07 / 16 (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (e) Gross sales price (or allowable) plus expense of sale (e) plus (f) minus (g) a 269 572. 194 169. 75 , 403. b 446 968. 211 124. 235 844. c 447 219. 128 352. 318 867. d 100 000. 100 000. 0. e 160 415. 46 , 598. 113 817. f 767 467. 205 130. 562 337. 370 380. 194 709. 175 671. h 12 , 922. 14 , 035. -1 , 113. 151. 146. 5. 32. 39. -7. k 1. 1. 0. 96 , 539. 101 361. -4 , 822. m 16. 17. -1. n 53 047. 58 , 665. -5 , 618. 0 76 879. 61 , 126. 15 , 753. Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Losses (from col. (h)) (j) Adjusted basis (k) Excess of col. (i) Gains (excess of col. (h) gain over col. (k), (i) F. MX as of 12/31/69 as of 12/31/69 over col. (j), if any but not less than "-0") a 75 , 403. b 235 844. c 318 867. d 0. e 113 817. f 562 337. 175 671. h -1 , 113. 5. -7. k 0. -4 , 822. m -1. n -5 , 618. 0 15 , 753.

I If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) ` If (loss) , enter "-0- in Part I , line 7 2 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If (loss), enter "-0-" in Part I, line 8 3

823$91 04-01-18 15 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 • CONTINUATION FQR 990-PF, PART IV ANDERSON-ROGERS FOUNDATION , INC. 22-3052390 PAGE 3 OF 3 Part IV Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold, e.g., real estate, (b How acquired (c Date acquired (d) Date sold Purchase (mo., 2-story brick warehouse; or common stock, 200 shs. MLC Co. D Donation day, yr.) (mo., day, yr.) la CALIFORNIA RES CORP 07/07 / 15 05/31 / 16 b68.80 KKR & CO 07/07/15 04 / 22/16 c 1050 ABBOTT LABORATORIES 07/07/15 10/24/16 d 36.2 ADVANSIX INC 07/08/15 11/04/16 e 12 CALIFORNIA RES CORP 07 / 07/15 11 / 04/16 f 50 INGERSOLL-RAND PLC 07/07 / 15.11 / 04/16 50 WHITEWAVE FOODS CORP 07/08/15 07/22/16 h

k

m n 0 Depreciation allowed (e) Gross sales price (f) (g) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) a 4. 4. b 103 694. 128 306. -24 612. c 42 , 402. 48 , 904. -6 502. d 545. 476. 69. e 130. 151. -21. f 3 , 443. 3 , 362. 81. 2 , 775. 2 , 454. 321. h

k

m n 0 Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Losses (from col. (h)) Adjusted basis (k) Excess of col. (i) Gains (excess of col. (h) gain over col. (k), F.M.V. of 12/31/69 G) (i) as as of 12/31/69 over col. (j), if any but not less than "-0-") a 4. b -24 , 612. c -6 , 502. d 69. e -21. f 81. 321. h

k I m n 0

If gain, also enter in Part I, line 7 2 Capital gain net income or ( net capitalp loss ) If (loss), enter "-0- in Part I, line 7 ) 2 1 , 796 , 771. 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If (loss), enter "-0" in Part I, line 8 3 N / A

823591 04-01-18 16 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12 31 ANDERSON-ROGERS FOUNDATION , INC. 22-3052390

FORM 990 - PF INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS STATEMENT 1

(A) (B) (C) REVENUE NET INVESTMENT ADJUSTED SOURCE PER BOOKS INCOME NET INCOME

BLACKSTONE GROUP LP 1,245. 1,245. DEPARTMENT OF THE TREASURY 45. 45. KKR & CO LLP 382. 382. MORGAN STANLEY NOMINEE 206251 10,009. 10,009. MORGAN STANLEY NOMINEE 206251 ACCRUED INTEREST PAID - 983. -983. MORGAN STANLEY NOMINEE 206251 BOND PREMIUM - 2,163. -2,163. MORGAN STANLEY NOMINEE 220002 25. 25. OAKTREE CAPITAL GROUP LLC 771. 771.

TOTAL TO PART I, LINE 3 9,331. 9,331.

' FORM 990-PF DIVIDENDS AND INTEREST FROM SECURITIES STATEMENT 2

CAPITAL (A) (B) (C) GROSS GAINS REVENUE NET INVEST- ADJUSTED SOURCE AMOUNT DIVIDENDS PER BOOKS MENT INCOME NET INCOME

BLACKSTONE GROUP LP 275. 0. 275. 275. KKR & CO LP 580. 0. 580. 580. MORGAN STANLEY NOMINEE 307,632. 0. 307,632. 307,632. OAKTREE CAPITAL GROUP LLC 831. 0. 831. 831.

TO PART I, LINE 4 309,318. 0. 309,318. 309,318.

FORM 990-PF OTHER INCOME STATEMENT 3

(A) (B) (C) REVENUE NET INVEST- ADJUSTED DESCRIPTION PER BOOKS MENT INCOME NET INCOME

OAKTREE CAPITAL GROUP LLC K-1 70. 70. BLACKSTONE GROUP LP 664. 664. BLACKSTONE GROUP LP 16. 16. BLACKSTONE GROUP LP 567. 567. KKR & CO LP 717. 717.

21 STATEMENT(S) 1, 2, 3 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 ANDERSON-ROGERS FOUNDATION, INC. 22-3052390

KKR & CO LP 33. 33. KKR & CO LP 91. 91.

TOTAL TO FORM 990-PF, PART I, LINE 11 2,158. 2,158.

FORM 990-PF ACCOUNTING FEES STATEMENT 4

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

ACCOUNTING FEES 4,906. 1,200. 0.

TO FORM 990-PF, PG 1, LN 16B 4,906. 1,200. - 0.

FORM 990-PF TAXES STATEMENT 5

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

PAYROLL TAXES 4,655. 0. 0. 990PF TAX 45,035. 45,035. 0. NYS EPTL FEE 750. 0. 0. FOREIGN TAXES W/H FROM INVESTMENTS 978. 978. 0.

TO FORM 990-PF, PG 1, LN 18 51,418. 46,013. 0.

FORM 990-PF OTHER EXPENSES STATEMENT 6

(A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

BANK & INVESTMENT FEES 18,826. 18,826. 0. INSURANCE 930. 0. 0. OFFICE SUPPLIES 1,555. 0. 0. CONSULTANT 1,300. 0. 0. DUES 2,293. 0. 0. OAKTREE CAPITAL GROUP, LLC K-1 INVESTMENT EXPENSES 74. 74. 0. BLACKSTONE GROUP LP K-1 INVESTMENT EXPENSES 29. 29. 0. KKR & CO LP K-1 INVESTMENT EXPENSES 125. 125. 0.

22 STATEMENT(S) 3, 4, 5, 6 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 ANDERSON-ROGERS FOUNDATION, INC. 22-3052390

PAYROLL PROCESSING 615. 0. 0.

TO FORM 990-PF, PG 1, LN 23 25,747. 19,054. 0.

FORM 990-PF CORPORATE STOCK STATEMENT 7

FAIR MARKET DESCRIPTION BOOK VALUE VALUE

MONGAN STANLEY NOMINEE 13,391,991. 13,391,991.

TOTAL TO FORM 990-PF, PART II, LINE 10B 13,391,991. 13,391,991.

FORM 990-PF DEPRECIATION OF ASSETS NOT HELD FOR INVESTMENT STATEMENT 8

COST OR ACCUMULATED DESCRIPTION OTHER BASIS DEPRECIATION BOOK VALUE

EQUIPMENT FROM MERGED CORPORATION 1,600. 1,573. 27. COPY MACHINE 650. 650. 0. DELL COMPUTER EQUIPMENT 1,227. 1,227. 0.

TOTAL TO FM 990 -PF, PART II, LN 14 3,477. 3,450. 27.

FORM 990-PF OTHER ASSETS STATEMENT 9

BEGINNING OF END OF YEAR FAIR MARKET DESCRIPTION YR BOOK VALUE BOOK VALUE VALUE

ACCRUED DIVIDENDS RECEIVABLE 844. 2,979. 2,979.

TO FORM 990-PF, PART II, LINE 15 844. 2,979. 2,979.

23 STATEMENT(S) 6, 7, 8, 9 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 ANDERSON-ROGERS FOUNDATION, INC. 22-3052390

FORM 990-PF OTHER LIABILITIES STATEMENT 10

DESCRIPTION BOY AMOUNT EOY AMOUNT

PAYROLL TAXES PAYABLE 2,974. 0. REIMBURSEMENT DUE OFFICER 101. 0.

TOTAL TO FORM 990-PF, PART II, LINE 22 3,075. 0.

FORM 990-PF LIST OF SUBSTANTIAL CONTRIBUTORS STATEMENT 11 PART VII-A, LINE 10

NAME OF CONTRIBUTOR ADDRESS

PORTER W. ANDERSON, JR. 6901 EAST EDGEWATER DR., #219 CORAL GABLES, FL 33133

FORM 990-PF PART VIII - LIST OF OFFICERS, DIRECTORS STATEMENT 12 TRUSTEES AND FOUNDATION MANAGERS

EMPLOYEE TITLE AND COMPEN- BEN PLAN EXPENSE NAME AND ADDRESS AVRG HRS/WK SATION CONTRIB ACCOUNT

SARAH ANDERSON POPE PRES,TREASURER 327 WEST NINETEENTH ST 5.00 15,000. 0. 0. NEW YORK, NY 10011

PORTER W. ANDERSON, JR. VP, CHAIRMAN OF THE BOARD 6901 EAST EDGEWATER DR., APT 219 1.00 0. 0. 0. CORAL GABLES, FL 33 133

CHARLES H. ROGERS DIRECTOR 509 MONPONSETT ST 1.00 0. 0. 0. HALIFAX, MA 02338

JULIETTE POPE SECRETARY 327 WEST NINETEENTH ST 1.00 0. 0. 0. NEW YORK, NY 10011

ANDREW POPE EXECUTIVE DIRECTOR 327 WEST NINETEENTH ST 40.00 39,467. 0. 0. NEW YORK, NY 10011

TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII 54,467. 0. 0.

24 STATEMENT(S) 10, 11, 12 11450508 781764 ARF 12/31 2016.03040 ANDERSON- ROGERS FOUNDATION, ARF12_ 31 ANDERSON-ROGERS FOUNDATION, INC. 22-3052390

FORM 990-PF GRANT APPLICATION SUBMISSION INFORMATION STATEMENT 13 PART XV, LINES 2A THROUGH 2D

NAME AND ADDRESS OF PERSON TO WHOM APPLICATIONS SHOULD BE SUBMITTED

ANDREW POPE 327 WEST 19TH ST. NEW YORK, NY 10011

EMAIL ADDRESS

[email protected]

FORM AND CONTENT OF APPLICATIONS

BRIEF LETTER OF INQUIRY DESCRIBING ORGANIZATION OR PROJECT FOR WHICH FUNDING IS SOUGHT.

ANY SUBMISSION DEADLINES

NO DEADLINES. APPLICATIONS ACCEPTED YEAR-ROUND.

RESTRICTIONS AND LIMITATIONS ON AWARDS

DOES NOT FUND SCHOLARSHIPS OR MAKE GRANTS TO INDIVIDUALS OR RELIGIOUS ORGANIZATIONS.

25 STATEMENT(S) 13 11450508 781764 ARF12/31 2016.03040 ANDERSON-ROGERS FOUNDATION, ARF12_31 2016 DEPRECIATION AND AMORTIZATION REPORT

FfPM QQf1-AF P5(!R 1 99o-PF

Asset Date C Line Unadjusted Bus Section 179 Reduction In Basis For Beginning Current Current Year Ending No Description Acquired Method Life n No Cost Or Basis % Expense Basis Depreciation Accumulated Sec 179 Deduction Accumulated v Excl Depreciation Expense Depreciation

EQUIPMENT FROM MERGED 5 CORPORATION 03/15/ 0 SL 5.00 6 1,600. 1 , 600. 1,573. 0 . 1,573.

6 COPY MACHINE 08/24/07 200D 5.00 H1 1 7 650 . 650. 650. 0. 650.

7 DELL COMPUTER EQUIPMENT 12/24 / 10 200D 5.00 MC 1 7 1,227 . 1,227. 1,227 . 0. 1,227.

* TOTAL 990 - PF PG 1 DEPR 3,477 . 3,477. 3,450. 0 . 3,450.

828111 04-01-18 (D) - Asset disposed * ITC, Salvage, Bonus, Commercial Revitalization Deduction, GO Zone

26 ANDERSON - ROGERS FOUNDATION GRANTS 2016

Date Recipient Purpose of Grant Amount 1/16/16 Fessenden House To support home for men with 2,000 236 Warburton Ave substance abuse and mental health Yonkers, NY 10701-2226 problems.

1/16/16 Nowzad Dogs To support stray animal rescue and 1,000 3105 Prospect Road veterinary training in Afghanistan. Peoria, IL 61603

2/6/16 Friends of Hudson River Park To support maintenance and 10,000 305 7th Ave., 12th Floor improvement of Hudson River Park. New York, NY 10001

2/6/16 Seneca White Deer, Inc. To support establishment of Seneca 5,000 4780 Deuel Road White Deer Park and promote Canandaigua , NY 14424 ecotourism in surrounding counties.

2/6/16 New York University / The Margaret Sanger Papers To support completion of the 1,000 Project Margaret Sanger research program 838 Broadway and archive. New York, NY 10003 2/8/16 Science & Discovery Center of Northwest Florida To support child education in NW 1,000 308 Airport Rd. Florida on the environment and Panama City, FL 32405 natural sciences.

3/1/16 Solidarity & Advocacy with Vulnerable Individuals in To support the organization's 5,000 Crisis (SAVIC) Adolescent Sexual and Reproductive Kakuma Refugee Camp, P.O. Box 43801 Health Project 00100 Nairobi, Kenya 3/13/16 Cats in Need of Human Care To support animal rescue center. 5,000 6353 Greyson Way Riverside, CA 92506

3/29/16 Hampshire College / Civil Liberties and Public Policy To support work toward reproductive 25,000 Program rights and social change. 893 West Street Amherst, MA 01002-3359 4/1/16 Kneisel Hall Chamber Music School and Festival To support scholarships for young 2,500 P.O. Box 648 classical musicians. Blue Hill, ME 04614

1 ,NDERSON - ROGERSFOUNDATION GRANTS 2016

4/25/16 CAF America / International Otter Survival Fund To support projects to protect otters 3,000 1800 Diagonal Road, Suite 150 in the wild. Alexandria, VA 22314-2840

5/9/16 The New York Botanical Garden To support the Bronx Green-Up 10,000 Bronx, NY 10458-5126 program.

5/17/16 Grow NYC To support the Learn It, Grow It, Eat 25,000 51 Chambers Street, Room 228 It program. New York, NY 10007

5/17/16 Young Concert Artists, Inc. To support launching and nurturing 2,000 250 West 57th Street careers of young classical musicians. New York, NY 10107

6/1/16 Valley Humane League To support animal rescue center. 1,000 23242 State Highway 371 La Jara, CO 81140

6/7/17 Exponent Philanthropy To support association providing 1,000 1720 N Street NW support services to small Washington, DC 20036 foundations.

6/13/16 Peconic Baykeeper To support environmental advocacy 5,000 10 Old Country Road and prevention of pollution in Long P.O. Box 893 Island waters. Quogue, NY 11959 6/22/16 SeedTree General support of environmental 10,000 227 Cape ]ellison Road restoration and education projects in Stockton Springs, ME 04981-4701 Nepal and Peru.

6/22/16 Charity Navigator To support charitable giving advisory 100 139 Harristown Rd., Suite 101 organization. Glen Rock, NJ 07452

6/24/16 New England Wildlife Center To support science and nature 5,000 500 Columbian Street education and rehabilitation of New South Weymouth, MA 02190 England wildlife.

6/24/16 Atlanta Habitat for Humanity To support construction of affordable 2,000 824 Memorial Drive, SE homes in Atlanta. Atlanta, GA 30316

2 ANDERSON -ROGERS FOUNDATION GRANTS 2016

7/5/16 Planned Parenthood Arizona General support of the organization 25,000 4751 North 15th Street and underwriting research on PPAZ's Phoenix, AZ 85014 young adult target audience.

7/6/16 Wildlife Alliance To support the Care for Rescued 15,000 1441 Broadway, 5th Floor Wildlife Program in Cambodia. New York, NY 10018

7/11/16 Freedom From Religion Foundation To support promotion of separation 5,000 P.O. Box 750 of church and state. Madison, WI 53701

7/16/16 Council on Foundations To support association providing 1,200 2121 Crystal Drive, Suite 700 support services to foundations. Arlington, VA 22202

7/22/16 Baden Street Settlement / Metro Council for Teen To support youth health and 10,000 Potential development programs of the Metro 585 Joseph Avenue Council for Teen Potential. Rochester, NY 14605 7/22/16 Caretta Research Project To support research, preservation 5,000 Savannah Science Museum and public education about P.O. Box 9841 loggerhead sea turtles. Savannah, GA 31412-9841 7/27/16 Wild Bird Fund, Inc. To support center providing 15,000 565 Columbus Avenue emergency care for wild birds and New York, NY 10024 animals in New York City.

8/6/16 Fistula Foundation To support fistula treatment, 2,000 1922 The Alameda, Suite 302 surgeon and provider training, and San Jose, CA 95126 upgrades to facilities and equipment in Kenya and other locations around 8/29/16 Path with Art To support art instruction and 1,000 312 Second Avenue S. exhibitions for vulnerable adults in Seattle, WA 98104 the Seattle area.

9/17/16 Fauna & Flora International To support environmental and 15,000 1720 N Street, NW animal preservation efforts. Washington, DC 20036

9/17/16 Nursing Students for Sexual & Reproductive Health To support reproductive health and 20,000 2356 University Avenue West abortion-care training. Suite 244 St Paul, MN 55114

3 ANDERSON-ROGERS FOUNDATION GRANTS 2016

9/17/16 Reproductive Health Access Project To support women's access to 10,000 P.O. Box 21191 reproductive health services. New York, NY 10025

9/23/16 Ape Action Africa To support primate sanctuaries in 10,000 555 Bryant St. #862 Cameroon Palo Alto, CA 94301

10/14/16 Bargemusic To support chamber music 3,000 Fulton Ferry Landing performance program. Brooklyn, NY 11201

10/22/16 American Humanist Association To support the Appignani Humanist 15,000 1777 T Street NW Legal Center. Washington, DC 20009-7125

10/28/ 16 Pilgrims ' Inn To support individuals and families 5,000 P.O. Box 11328 in need in the Rock Hill, SC area. Rock Hill, SC, 29731

10/28/ 16 Central Sierra Environmental Resource Center To support efforts to protect water 20,000 Box 396 and wildlife resources in the Central Twain Harte, CA 95383 Sierra Mountains.

11/7/16 Wild Earth Guardians To support protection and 10,000 516 Alto Street restoration of wildlife and Santa Fe, NM 87501 environment of American West.

11/14/ 16 Planned Parenthood Gulf Coast To fund advocacy, outreach, and 15,000 4600 Gulf Freeway communications efforts to improve Houston, TX 77023 the health outcomes of women, men, and teens in Louisiana. 11/14/ 16 Americans United for Separation of Church and State To support effort to keep 7,500 1301 K Street NW government completely secular Suite 850, East Tower across executive, legislative and Washington, DC 20005 judical branches of the US 11/21/16 Other Worlds To support work on behalf of land 10,000 398 60th Street rights and food sovereignty in Haiti Oakland, CA 94618 and Honduras.

11/21/16 Emergency Medical Assistance, Inc. To support healthcare and 10,000 P.O. Box 33552 reproductive rights for women in Palm Beach Gardens, FL 33420-3552 need.

4 ANDERSON-ROGERS FOUNDATION GRANTS 2016

11/22/ 16 Groundwork Hudson Valley To support environmental education 10,000 22 Main Street programs in the Hudson Valley. Yonkers, NY 10701

11/22/ 16 Jupiter Symphony Chamber Players To support chamber music 10,000 155 West 68th St. performance program. New York, NY 10023

12/5/16 VALUEUSA To support the 2017 National Adult 1,500 One West Second Street Learner Leadership Institute. Media , PA 19063

12/5/16 Center for Biological Diversity To support general operations and 50,000 P.O. Box 710 the Endangered Species Defense Tuscon, AZ 85702-0710 Fund.

12/5/16 READ 718 To support literacy improvement and 7,500 420 Atlantic Avenue mentorship for low-income children Brooklyn, NY 11217 in Brooklyn.

12/5/16 National Network of Abortion Funds To support Dr. Willie Parker Fund for 20,000 P.O. Box 170280 Abortion Access in the South and the Boston, MA 02117 Southern Fund Cohort for abortion rights.

12/7/16 Connecticut League of Conservation Voters Education To support the CHISPA Latino 5,000 Fund outreach program, which educates 553 Farmington Avenue, Suite 201 Hartford-area youth in the field of Hartford, CT 06105 climate change and environmental 12/7/16 Beacon Academy To support program to prepare 7,500 477 Longwood Avenue disadvantaged urban students for Boston, MA 02215 higher education.

12/7/16 HEART To support educating students and 15,000 P.O. Box 738 teachers in humane education. Mamaronek, NY 10543

12/7/16 B.L.U.E Missions To support work in organizing 2,000 8465 SW 96th St. student volunteers to Improve water Miami, FL 33156 and sanitation in the Dominican Republic.

12/14/ 16 Environment New York To support the Bee Friendly Food 7,500 255 W. 36th St , Suite 1201 Alliance. New York, NY 10018

5 ANDERSON-ROGERS FOUNDATION GRANTS 2016

12/14/16 Spark Microgrants To support community members in 10,000 116 W. Houston St ., Floor 2 East African villages in designing New York, NY 10012 and launching their own social impact projects. 12/14/ 16 Planned Parenthood Federation of America To support women's health and 20,000 123 William Street, 10th Floor abortion rights. New York, NY 10038

12/22/ 16 Conservation International To support moving a West Papuan 20,000 2011 Crystal Drive, Suite 500 mud crab fishery towards fair trade Arlington , VA 22202 and environmental sustainability.

12/22/ 16 NARAL Pro-Choice America To support women's health and 20,000 1156 15th Street NW, Suite 700 abortion rights. Washington , D.C. 20005

12/22/ 16 Center For Reproductive Rights To support women's health and 15,000 199 Water Street , 22nd Floor abortion rights. New York NY 10038

12/22/ 16 Fifth Avenue Community Center of Harlem To support general operations of the 4,000 40 Eagle Street community center. Albany, NY 12207

12/29/ 16 Electronic Frontier Foundation To support free expression, privacy 5,000 815 Eddy Street and human rights online. San Francisco CA 94109

TOTAL 581,300

6