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Return of Private Foundation O M B No 1545.0052 Form 990-PF or Section 4947(a)(1) Trust Treated as Private Foundation ^O 1 Do not enter social security numbers on this form as it may be made public. 4 Department of the Treasury Internal Revenue Service ► Information about Form 990-PF and its separate instructions is at www. irs. ov/form990 f. For calendar year 2014 or tax year beginning , and ending Name of foundation A Employer identification number Adelson Family Foundation Number and street (or P O box number if mail is not delivered to street address) Room/suite 04-7024330 300 First Ave B Telephone number (see instructions) City or town State ZIP code Needham MA 02494 (781 ) 972-5950 Foreign country name Foreign province/ state/county Foreign postal code q C If exemption application is pending , check here ►

q G Check all that apply q 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 0 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 q end of year (from Part Il, col (c), Other (specify) Modified-cash -- under section 507(b)(1)(B), check here ► line 16) ► $ 23,524 (Part I, column (d) must be on cash basis) (The total (d) Disbursements Analysis of Revenue and Expenses of (a) Revenue and (b ) Net investment ( c) Adjusted net for charitable 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) I Contributions, gifts, grants, etc , received (attach schedule) 95,248,492 2 Check if the foundation is not required to attach Sch B 3 Interest on savings and temporary cash investments 905 905 4 Dividends and interest from securities 5a Gross rents b Net rental income or (loss) 6a Net gain or (loss) from sale of assets not on line 10 b Gross sales price for all assets on line 6a 7 Capital gain net income (from Part IV, line 2) 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 (los schedule) I 11 Other Income atta h sch s`E+VCD 12_ Total .-Add lines 1 G - - - 95,249,397 905 - - 0 13 Compensation of rs, j^j^o s,ptrustees, 14 Other employee s I s a cf't) a e9 2015 d 15 Pension plans, a ?p^lo x 16a Legal fees (attach(scheN 151,898 151,898 W b Accounting fees (attach- UTA > c Other professional fees (attach schedule) 57,560 57,560 m 17 Interest 1,200 Ch y 18 Taxes (attach schedule) (see instructions) 1,000 r_ 19 Depreciation (attach schedule) and depletion 322 E 20 Occupancy Q 21 Travel, conferences, and meetings 22,211 22,211 M 22 Printing and publications m 23 Other expenses (attach schedule) 498,328 498,328 c 24 Total operating and administrative expenses. Add lines 13 through 23 731,519 0 0 730,997 d 25 Contributions, gifts, grants paid 94,520,295 94,520,295 0 26 Total ex penses and disbursements . Add l ines 24 and 25 95,251,814 0 0 95,251,292 27 Subtract line 26 from line 12 a Excess of revenue over expenses and disbursements -2,417 b Net investment income (if negative, enter -0-) 905 c Adjusted net income (if negative, enter -0-) 0 For Paperwork Reduction Act Notice , see instructions. Form 990-PF (2014) 1 HTA 9 3a Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 2 Attached schedules and amounts in the description column Beginning of year End of year Bal ance 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 25,000 22,906 22,906 2 Savings and temporary cash investments 3 Accounts receivable ► ------Less allowance for doubtful accounts ► ------4 Pledges receivable ► ------' Less allowance for doubtful ------accounts ► ------5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see instructions) 7 Other notes and loans receivable (attach schedule) ► J Less allowance for doubtful accounts ► ------8 Inventories for sale or use n 9 Prepaid expenses and deferred charges Q 10a Investments-U S and state government obligations (attach schedule) b Investments-corporate stock (attach schedule) c Investments-corporate bonds (attach schedule) 11 Investments-land, buildings, and equipment basis ► Less accumulated depreciation (attach schedule) ► ------12 Investments-mortgage loans 13 Investments-other (attach schedule) 14 Land, buildings, and equipment basis ► ______1,612 Less accumulated depreciation (attach schedule) ► ------994 941 618 618 15 Other assets (describe ► ------16 Total assets (to be completed by all filers-see the instructions Also, see pag e 1, item I 25,941 23,524 23,524 17 Accounts payable and accrued expenses N 18 Grants payable .41 19 Deferred revenue 22 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 throu g h 22) 0 0 1 N Foundations that follow SFAS 117 , check here IN. and complete lines 24 through 26 and lines 30 and 31. ev 24 Unrestricted 25,941 23,524 -25 _ _ Temporarily restricted ------T - CD 26 Permanently restricted q Foundations that do not follow SFAS 117, check here ► LL and complete lines 27 through 31. 0 27 Capital stock, trust principal, or current funds 28 Paid -in or capital surplus, or land, bldg , and equipment fund 29 Retained earnings , accumulated income, endowment, or other funds 30 Total net assets or fund balances (see instructions) 25,941 23,524 % 31 Total liabilities and net assetsifund balances (see instructions ) 25,941 23,524 Anal ysis of Chan g es in Net Assets or Fund Balances I 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 25,941 2 Enter amount from Part I, line 27a 2 -2,417 Other increases not included in line 2 (itemize) 3 3 ► ------4 Add lines 1, 2, and 3 4 23,524 Decreases not included in line 2 ( itemize) 5 5 ► ------6 Total net assets or fund balances at end of year (line 4 minus line 5)-Part II, column (b), line 30 6 23, 524 Form 990-PF (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 3 Capital Gains and Losses for Tax on Investment Income (b) How acquired (a) List and describe the kind(s) of property sold (e g , real estate, (c) Date acquired (d) Date sold P-Purchase 2-story bock warehouse, or common stock, 200 shs MLC Co) (mo , day, yr) (mo ,day, yr ) D-Donation 1a b c d e

(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 b c d e Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Gains (Col (h) gain minus 0) Adjusted basis (k) Excess of col (i) col (k), but not less than -0-) or F M V as of 12/31/69 (i) as of 12/31/69 over cot 0), if any Losses (from cot (h)) a b c d e If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) 1 If (loss), enter -0- in Part I, line 7 2 0 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 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 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 ( d ) Base period years Distribution 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)) - - 2013 - 53;299,700 - - - - 646,325 - - 82 465787 2012 45,287,772 186,488 242 845502 2011 21, 914, 858 115 ,347 189 990706 2010 17,136,215 20,952 817 879677 2009 31, 539, 495 47,244 667.587313

2 Total of line 1, column (d) 2 2,000 768985 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 3 400 153797

4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5 4 1,896,791

5 Multiply line 4 by line 3 5 759,008,121

6 Enter 1% of net investment income (1% of Part I , line 27b) 6 9

7 Add lines 5 and 6 7 759,008,130

8 Enter qualifying distributions from Part XII, line 4 8 95,251,292 If line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1 % tax rate See the Part VI Instructions Form 990-PF (2014) Form 990-PF ( 2014 ) Ad elson Family Foundation 04-7024330 Page 4 Excise Tax Based on Investment Income (Section 4940(a ), 4940( b), 4940(e) , or 4948-see instructh q on line 1 1a Exempt operating foundations described in section 4940(d)(2), check here ► and enter "N/A" 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 18 q 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 18 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 18 6 Credits/Payments a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 176 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 7 176--- 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 ► 10 158 11 Enter the amount of line 10 to be Credited to 2015 estimated tax ► 158 1 Refunded ► 11 0 Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it Yes No 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)' lb X If the answer is "Yes" to 1a 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 If "Yes, " attach a detailed descnption 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 N/A 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's 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) ► MA ------b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G' If "No, " attach explanation 8b X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)' If "Yes," complete Part XI V 91 IX 10 Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses 1 10 1 1 X Form 990-PF (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 5 WIN" , 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 wwwadeIsonfoundatlon orq______► ------14 The books are in care of David Bloom _ _ Telephone no IN- 702-791-9400 ► -B-loom------Located at 4 1 0 South Rampart Blvd -Suite 440 Las egas ZIP+4 10- 9145 ► ------V--- NV------q 15 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 ► 15 16 At any time during calendar year 2014, 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 FinCEN Form 114, (formerly TD F 90-22 1) If "Yes," enter the name of the forei g n count ry ► Statements Reg ardin g Activities for Which Form 4720 May Be Re q 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 q No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? q Yes No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person's q Yes q No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? qX 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 q 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)? 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 1a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2014? 1c XJ 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 49420)(5)) a At the end of tax year 2014, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2014 q Yes No I f "Yes,111st_the-years 10, - 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 q No b If "Yes," did it have excess business holdings in 2014 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 i of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the --J foundation had excess business holdings in 2014 ) 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 20149 X Form 990-PF (20 1 4) Fo rm 99 0-PF (20 14 ) Adelson Family Foundation 04-7024330 Page 6 Statements Reg ardin g Activities for Which Form 4720 May Be Req 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 q 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 4945(d)(4)(A)' (see instructions) q 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? q 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)? 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 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 MEW Information About Officers, Directors , Trustees , Foundation Managers, Highly Paid Employees, and Contractors 1 List all nffirPrc directors trustees - foundation manaaers and their comnensation (see instructions). (b) Title, and average (c) Compensation (d) Contributions to (e) Expense account, hours per week ( If not paid, employee benefit plans (a) Name and address other allowances devoted to position enter -0-) and deferred com pensation Dr Miriam Adelson Trustee ------410 South Ram part Blvd Suite 440 Las Veg as, NV 8911 1 00 0 ------SheldonG Adelson Trustee 410 South Ram art Blvd Suite 440 Las Veg as, NV 8911 1 00 0 Michael Bohnen President ------300 1st Ave Needham, MA 02494 3500 0 ------

2 Compensation of five highest-paid employees (other than those included on line 1-see instructions). If none, enter 'WrIMF „ (d) Contributions to- Title, average (b) and employee benefit ( e) Expense account, employee paid more than $50,000 hours per week ( c) Compensation (a) Name and address of each plans and deferred other allowances devoted to position compensation

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Total number of other employees paid over $50,000 10. Form 990-PF (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 7 MEMO 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 Interface Operations LLC ------410 South Ram part Blvd Suite 440, Las Veg as, NV 89145 Manag ement (includin g M Bohnen 471,396 ------of $345,295) , Acounting & IT Lourie & Cutler ------60 State St., Boston , MA 02109 Leg al 101,946 ------

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Total number of others receivin g over $50,000 for professional services Summary of Direct Charitable Activities

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

2 ------

3 ------

4 ------

E3TTMM Summary of Proaram -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 (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 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 1,925,676 b Average of monthly cash balances lb c Fair market value of all other assets (see instructions) 1c d Total (add lines la, b, and c) 1d 1,925,676 e Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) le 2 Acquisition indebtedness applicable to line 1 assets 2 3 Subtract line 2 from line 1d 3 1,925,676 4 Cash deemed held for charitable activities Enter 1 '/z % of line 3 (for greater amount, see instructions) 4 28,885 5 Net value of noncharitable-use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 5 1,896,791 6 Minimum investment return . Enter 5% of line 5 6 94,840 Distributable Amount (see instructions) (Section 49420)(3) and 0)(5) private operating foundations and certain foreign organizations check here ► E] and do not complete this part ) I Minimum investment return from Part X, line 6 1 94,840 2a Tax on investment income for 2014 from Part VI, line 5 2a 18 ; '$: b Income tax for 2014 (This does not include the tax from Part VI) 2b c Add lines 2a and 2b 2c 18 3 Distributable amount before adjustments Subtract line 2c from line 1 3 94,822 4 Recoveries of amounts treated as qualifying distributions 4 5 Add lines 3 and 4 5 94,822 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 94,822 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 95,251,292 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 la through 3b Enter here and on Part V, line 8, and Part XIII, line 4 4 95,251,292 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 6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 95,251,292 Note . The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whet her the foundation qualifies for the section 4940(e) reduction of tax in those years Form 990-PF (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 9 Undistributed Income ( see instructions ) (a) (b) (c) (d) 1 Distributable amount for 2014 from Part XI Corpus Years prior to 2013 2013 2014 line 7 94,822 2 Undistributed income, if any, as of the end of 2014 a Enter amount for 2013 only b Total for prior years 20 120,20 3 Excess distributions carryover, if a ny, to 2014 a From 2009 31,537,177 b From 2010 17,135,191 c From 2011 21,909,106 d From 2012 45,278,465 e From 2013 53,267,408 f Total of lines 3a through a 169,127,347 4 Qualifying distributions for 2014 from Part XII, line 4 ► $ 95,251,292 a Applied to 2013, 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 2014 distributable amount 94,822 e Remaining amount distributed out of corpus 95,156,470 5 Excess distributions carryover applied to 2014 (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 5 264,283,817 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 2013 Subtract-line------4a from line 2a Taxable amount-see instructions 0 f Undistributed income for 2014 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2015 0 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 2009 not applied on line 5 or line 7 (see instructions) 31,537,177 9 Excess distributions carryover to 2015. Subtract lines 7 and 8 from line 6a 232,746,640 10 Analysis of line 9 a Excess from 2010 17,135,191 b Excess from 2011 21,909,106 c Excess from 2012 45,278,465 d Excess from 2013 53,267,408 e Excess from 2014 95,156,470 Form 990-PF (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 10 Private Operating Foundations (see instructions and Part VII-A, question 9) N/A 1a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2014, enter the date of the ruling ► b Check box to indicate whether the foundation is a private operating foundation described in section 49420)(3) or n 49420)(5) 2a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (e) Total (a) 2014 (b) 2013 (c) 2012 (d) 2011 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 49420)(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 49420)(3)(B)(ui) (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) ) Dr Miriam Adelson Sheldon G Adelson 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 ► © 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 u nder oth e r con ditio ns, 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 (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 11 MUFT9 Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment If recipient is an individual , Foundation Recipient show any relationship to Purpose of grant or s tat u s io Amount any foundation manager contribution recipient Name and address (home or business) or substantial contributor a Paid during the year American Association for the Treatment of Opioid Dep General charitable purposes 20,000 225 Varick St , NY 10014 Adelson Educational Institute General charitable purposes 4,750,000 9700 Hillpointe Rd , NV 89134 Alpha Epsilon Pi Foundation General charitable purposes 275,000 8815 Wesleyan Rd Indianapolis, IN 46268 America- Friendship League General charitable purposes 250,000 134 East 39th St New York, NY 10016 American Friends of Ariel University General charitable purposes 5,000,000 3145 Coney Island Ave Brooklyn, NY 11235 American Friends of Ghetto Fighters House General charitable purposes 100,000 PO Box 24644 Omaha, NE 68124 American Friends of IDC General charitable purposes 1,000,000 116 East 16th St 11th Floor New York, NY 10003 American Friends of Lubavitch General charitable purposes 65,000 2110 Leroy Place NW , DC 20008 American Friends of Shalva Israel General charitable purposes 25,000 315 Fifth Ave 6th Floor New York, NY 10016 Americans for Peace and Tolerance General charitable purposes 250,000 15 Main St Ste 118 Watertown, MA 02462 Birthright Israel Foundation General charitable purposes 39,000,000 33 East 33rd St New_York, NY 10016_ Total See Attached Statement ► 3a 94,520,295 b Approved for future payment Chelsea Jewish Nursing Home Foundation General charitable purposes 200,000 165 Captains Row Chelsea, MA 02150 Gann Academy General charitable purposes 100,000 333 Forest St Waltham, MA 02452 Gateways Access to Jewish Education General charitable purposes 410,000 333 Nahanton St Newton, MA 02459 Gideon Hausner Jewish Day School General charitable purposes 333,333 450 San Antonio Rd Palo Alto, CA 94306 Hebrew Senior Life General charitable purposes 600,000 1200 Centre St Boston, MA02131 American Friends of IDC General charitable purposes 1,000,000 116 East 16th St 11th Floor New York, NY 10003 Total See Attached Statement ► 3bl 3,093,333 Form 990-PF (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 12 1`7917M . Analysis of Income-Producin g Activities Enter gross amounts unless otherwise indicated Unrelated bu siness 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 Contributions received 900099 95,248,492 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 900099 905 4 Dividends and interest from securities 5 Net rental income or ( loss) from real estate t? fli`' 1-,oZ^le t`^} a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income 8 Gain or ( loss) from sales of assets other than inventory 9 Net income or (loss) from special events 10 Gross profit or (loss ) from sales of inventory 11 Other revenue a IRS refund 2009 return 900099 b c d e 12 Subtotal Add columns ( b), (d), and (e) 0 0 95 , 249,397 13 Total . Add line 12 , columns ( b), (d), and (e) 13 95,249,397 (See worksheet in line 13 instructions to verify calculations Relationshi p of Activities to the Accom p lishment 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 ) 1 Contributions received su pp ort the Foundation's g rant makin g 3 Interest earned directly supported the funding efforts for grants and donations given during the year

Form 990-PF (2014) Form 990-PF (2014) Adelson Family Foundation 04-7024330 Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exem pt Or anizations 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 noncharitable exempt organization of (1) Cash 1a( l ) X (2) Other assets 1a(2 ) 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 1b(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 1b 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.

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?------Q -Yes- (X- No b If "Yes " comnlete the following schedule (a) Name of organization (b) Type of organization (c) Description of relationship

that I hav ex^...i.. n..4. n.i^i^^^ ...A ^,n,n...... ,^ .. tea ,^ ,tin 4...n, ^. ... ,. L...... 1.... ^..A 4...^^... ., . ^ ,..^n Under penalties of perjury, I declare e ed this ret urn , including accompan„i.... Sign correct , and complete Here a ~\ Signature of officer or trustee Dat Pnnt/Ty Paid Step he n Preparer Firm's n ame Use Onl y Firm's a ddress Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990 , 990-EZ, 990-PF) 990-PF. or ► Attach to Form 990, Form 990-EZ , or Form 20014 Department of the Treasury gov/form990. ► Inform ation about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at wwwirs Name of the organization Employer identification number Adelson Family Foundation 04-7024330 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 X] 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

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

For an organization described in section 501 (c)(3) filing Form 990 or 990-EZ that met the 331/3 % support test of the regulations under sections 509(a)(1) and 170 (b)(1)(A)(vi ), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a , or 16b , and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000_or (2) 2% of the amount-on (i) Form 990 ,-Part-VIII; line 1h , or-(ii) Form -990-EZ- line-1 -Complete Parts I-and-II - - -- -

For an organization described in section 501 (c)(7), (8), or ( 10) filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $ 1,000 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

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 Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc, contributions totaling $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) (2014) HTA Schedule B (Form 990, 990-EZ, or 990-PF) (2014) Page 2 Name of organization Employer identification number Adelson' Fami ly Fo undation 04-7024330 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 __ Dr Mlrlam and Sheldon G Adelson Charitable Trust Person XQ ------410 South Rampart Blvd -Suite 440 Payroll ------Las Vegas____-- NV 89145 $______94,879,279 Noncash -Las ------F1 State or Province ------(Complete Part II for Forelgn Country ______noncash contributions )

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

2 Dr Miriam and Sheldon G Adelson Person X1 ------410 South Rampart -Blvd- _ Suite 440 Pay roll NV 89145 $ 369,213 Noncash -Las------Vegas------Foreign State or Province ______(Complete Part 11 for Foreign Country ______noncash contributions )

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

Person Payroll ------Noncash $ F Foreign State or Province ______mplete Part 11 for Foreign Country ______cash contributions)

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

Person 7 ------Payroll ------El Noncash $ El Foreign State or Province ------=-- =------mplete Part-II for Foreign Country ______-_- cash contributions )

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

Person F] Payroll F -Noncash ------$ El Foreign State or Province mplete Part II for Forel n Count cash contributions )

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

Person Payroll ------F Noncash ------$ ------1 -1 Forelgn State or Province ______mplete Part II for Foreign Country ______cash contributions )

Schedule B (Form 990 , 990-EZ, or 990 -PF) (2014) Schedule B (Form 990, 990-EZ, or 990-PF) (2014) Page 3 Name of organisation Emplo r identification number Adelson Fa mily Foundation 04-7024330 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)

------

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

------

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

------

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

------

------

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

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

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Schedule B (Form 990 , 990-EZ , or 990 -PF) (2014) Schedule B (Form 990, 990-EZ, or 990-PF) (2014) P ag e 4 Name of organization Employer identification number Adelson Famil y Foundation 04-7024330 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 information once See Instructions) ► $ 0 Use du p licate co p ies 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 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 I ------

(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 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 I ------

(e) Transfer of gift

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

------For Prov Count ry Schedule B (Form 990 , 990-EZ, or 990 -PF) (2014) Adelson Family Foundation 04-7024330 Page 1 of 8 Continuation of Part XV, Line 3a (990-PF ) - Grants and Contributions Paid During the Year Recipient (s) paid during the year Name B'nai B 'rith Youth Organization Street 800 Ei g hth St NW City State Zip Code Foreign Country Washinqton DC 20001 hio I Fou

Purpose of grant/contribution Amount General charitable purposes 775,000 Name Boston Jewish Film Festival Street 1001 Watertown St 3rd Floor City State Zip Code Foreign Country West Newton MA 02465 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 25,000 Name CASA Foundation Street 4045 Buffalo Dr Ste A101-160 City State Zip Code Foreign Country Las Vegas NV 89147 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 100,000 Name Center for Jewish Community Studies Street 7 Church Lane, Ste 9 City State Zip Code Foreign Country Baltimore MD 21208 Relationship 1Foundation Status

vurpose or granvcontnoution Amount General charitable purposes 1 Name Central Fund for Israel Street 980 Avenue of the Americas, 3rd Floor City State Zip Code Foreign Country New York NY 10018 Relationship I Foundation Status

Purpose of grant/contribution ( Amount General charitable ourooses 50.000 Name Chabad of Sum merlin Street 2640 Reg atta Dr City State Zip Code Foreign Country Las Vegas NV 89128 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 18,000 Adelson Family Foundation 04-7024330 Page 2 of 8 Continuation of Part XV, Line 3a (990-PF ) - Grants and Contributions Paid During the Year Recipient( s) paid during the year Name Chelsea Jewish Nursing Home Foundation Street 165 Ca ptains Row City State Zip Code Foreign Country Chelsea MA 02150 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 200,000

Name Children's Tumor Foundation Street 120 Wall St 16th Floor City State Zip Code Foreign Country New York NY 10005 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable p urp oses 50,000 Name Christians United for Israel Street 3520 North Buffalo Dr City State Zip Code Foreign Country Las Veg as NV 89129 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 50,000 Name City Arts Street 525 Broadway, Ste 602 City State Zip Code Foreign Country New York NY 10012 Relationship Foundation Status

Purpose of grantlcontribution Amount General ch aritable purposes 40,000 Name Combined Jewish Philanthropies of Greater Boston Street 126 Hi g h St City State Zip Code Foreign Country Boston MA 02110 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable ourooses 1,500.000 Name Clark County Public Education Foundation Street 4350 South Ma ry land Pkwy City State Zip Code Foreign Country Las Veg as NV 89119 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 51,000 Adelson Family Foundation 04-7024330 Page 3 of 8 Continuation of Part XV, Line 3a (990-PF) - Grants and Contributions Paid During the Year Recipient (s) paid during the year Name Chritstians United for Israel Church Association Street 18410 Sonterra PI, Ste 100 City State Zip Code Foreign Country San Antonio TX 78258 Relationship F Oundation Status --[ - Purpose of grant/contribution Amount General charitable p urposes 1,770,000 Name Desert Space Foundation Street 18 Cerchio Alto City State Zip Code Foreign Country Henderson NV 89011 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable p urposes 25,000 Name Endowment for Middle East Truth Street 1050 Ave NW, 1 City State Zip Code Foreign Country Washin gton DC 20036 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 100,000 Name Fidelity Charitable Gift Fund Street 200 Sea port Blvd City State Zip Code Foreign Country Boston MA 02210 Relationship Foundation Status

- - -Purposeof grant contribution Amount General charitable ourooses 1,000,000 Name FJC Street 11 Vermeer Dr City State Zip Code Foreign Country Lan g horne PA 19053 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable p urposes 50,000 Name Friends of Israel Defense Forces Street 1430 Broadway, Ste 1301 City State Zip Code Foreign Country New York NY 10018 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 5,015,000 Adelson Family Foundation 04-7024330 Page 4 of 8 Continuation of Part XV, Line 3a (990-PF ) - Grants and Contributions Paid During the Year Recipient (s) paid during the year Name Friends of Israel Initiative Street 2950 SW 27th Ave, Ste 300 City State Zip Code Foreign Country Miami FL 33133 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 1,000,000 Name Friends of Israel Scouts Street 575 8th Ave, 11th Floor City State Zip Code Foreign Country New York NY 10018 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable Durooses 330.675 Name Gann Academ Street 333 Forest St City State Zip Code Foreign Country Waltham MA 02452 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 100,000 Name Gateways Access to Jewish Education Street

City State Zip Code Foreign Country Newton MA 02459 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 10,000 Name Gideon Hausner Jewish Day School Street 450 San Antonio Rd City State Zip Code Foreign Country Palo Alto CA 94306 Relationship Foundation Status

Purpose of grant/contribution Amount

Name Girls Town/Or Chadash Street 1417 Coney Island Ave City State Zip Code Foreign Country Brookly n NY 11230 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 499,995 Adelson Family Foundation 04-7024330 Page 5 of 8 Continuation of Part XV, Line 3a (990-PF) - Grants and Contributions Paid During the Year Recipient(s) paid during the year Name Hebrew Senior Life Street 1200 Centre St City State Zip Code Foreign Country Boston MA 02131 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 600,000 Name Israel Emergency Alliance Street PO Box 341069 City State Zip Code Foreign Country Los Ang eles CA 90034 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 280,000 Name Israel Guide Dog Center for the Blind Street 968 Easton Rd, Ste H City State Zip Code Foreign Country Warring ton PA 18976 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable p urposes 25,000 Name Israeli American Council Street 5900 Canog a Ave, Ste 390 City State Zip Code Foreign Country Woodland Hills CA 91367 Relationship Foundation Status

-Purpose of grant/c Amount General charitable r 5,500,594 Name Israfest Foundation Street 324 S Beverly Dr, #424 City State Zip Code Foreign Country Beverl y Hills CA 90212 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 25,000 Name Jewish Federation of Las Vegas Street 2317 Renaissance Dr City State Zip Code Foreign Country Las Veg as NV 89119 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 940,534 Adelson Family Foundation 04-7024330 Page 6 of 8 Continuation of Part XV, Line 3a (990-PF ) - Grants and Contributions Paid During the Year Recipient (s) paid during the year Name Jewish National Fund Street 42 East 69th St City State Zip Code Foreign Country New York NY 10021 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 50,000 Name Jewish News Service Street 214 Lincoln St City State Zip Code Foreign Country Boston MA 02134 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 450,000 Name John Wayne Cancer Institute Auxiliary Street 2200 Santa Monice Blvd City State Zip Code Foreign Country Santa Monica CA 90404 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 196,700 Name Juvenile Diabetes Research Foundation Street 5542 S Fort < Rd City State ( Zip Code ( Foreign Country Las Vegas NV 89148 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 1 Name Lubavitch Foundation of Lexington Street 9 Burlin gton St City State Zip Code Foreign Country Lexin g ton MA 02420 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 36,000

Name Machne Israel Street 770 Eastern Pkwy City State Zip Code Foreign Country Brookl y n NY 11213 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 90,000 Adelson Family Foundation 04-7024330 Page 7 of 8 Continuation of Part XV, Line 3a (990-PF ) - Grants and Contributions Paid During the Year Recipient (s) paid during the year

Name CJM Colegio Ibn Gabirol Street Paseo de Alcobendas, 7 City State Zip Code Foreign Country Alcobendas Madrid 28109 S ain Relationship Foundation Status

Purpose of grant/contribution Amount 000

Name Memorial Sloan-Kettering Cancer Center Street 633 3rd Ave, 28th Floor City State Zip Code Foreign Country New York NY 10017 Relationship Foundation Status

Purpose of grant/contribution I Amount General charitable purposes 50.000 Name Middle East Media and Research Institute Street 1819 L St NW, 5th Floor City State Zip Code Foreign Country Washin gton DC 20036 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 1,500,000 Name Partnership for Excellence in Jewish Education Street 88 Broad St, 6th Floor City State Zip Code Foreign Country Boston MA 02110 Relationship Foundation Status

Purpose of grantcontribution Amount General charitable purposes 50,000 Name Rethink Israel Initiative Street 633 3rd Ave, 21st Floor City State Zip Code Foreign Country New York NY 10017 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 5,625,000 Name Rockefeller University Street 1230 York Ave, Box 164 City State Zip Code Foreign Country New York NY 10065 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 200,000 r Adelson Family Foundation 04-7024330 Page 8 of 8 Continuation of Part XV, Line 3a (990-PF ) - Grants and Contributions Paid During the Year Recipient(s) paid during the year Name Silicon Valley Jewish Film Festival Street PO Box 2190 City State Zip Code Foreign Country Cu pertino CA 95015 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 6,000 Name SoacelL

City State Zip Code Foreign Country Washin gton DC 20010 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable p urposes 8,000,000 Name Stand by Me Street 16027 Ventura Blvd, Ste 550 City State Zip Code Foreign Country Encino CA 91436 Relationship I Foundation Status

Purpose of grant/contribution Amount General charitable ouruoses 100.000 Name Striar Hebrew Academy Street 100 Ames St City State Zip Code Foreign Country Sharon MA 02067 Relationship Foundation Status

PuWpose of grant/contribution Amount General charitable p urposes 25,000 Name This World The Jewish Values Network

394 Palisade Ave City State Zip Code Foreign Country En g lewood NJ 07631 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable p urposes 2,407,704 Name American Society of Yad Vashem Street 500 5th Ave, 42nd Floor City State Zip Code Foreign Country New York NY 10110 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 3,114,760 t Adelson Family Foundation 04-7024330 Page 1 of 1 Continuation of Part XV, Line 3b ( 990-PF) - Grants and Contributions Approved for Future Payment Recipient(s) approved for future payments Name Jewish News Service Street 214 Lincoln St City State Zip Code Foreign Country Boston MA 02134 Relationship Foundation Status

Purpose of grant/contribution Amount General charitable purposes 450,000 Name

Street

City State Zip Code Foreign Country

Relationship Foundation Status

Purpose of grant/contribution Amount

Name

Street

City State Zip Code Foreign Country

Relationship Foundation Status

Purpose of grant/contribution Amount

Name

Street

City State Zip Code Foreign Country

Relationship Foundation Status

Purpose of grant/contribution Amount

Name

Street

City State Zip Code Foreign Country

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Purpose of grant/contribution Amount

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Street

City State Zip Code Foreign Country

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Purpose of grant/contribution Amount Adelson Family Foundation 04-7024330

Part I, Line 11 (990 -PF) - Other Income 0 n n Revenue and Expenses Net Investment Adjusted Descri ption p er Books Income Net Income 1 IRS refund 2009 return 0

Part I, Line 16a (990 -PF) - Legal Fees 151.898 0 0 151.898 Disbursements Revenue and for Charitable Expenses per Net Investment Adjusted Net Purposes Descri ption Books Income Income ( Cash Basis Only) 1 Lourle & Cutler 101,946 101,946 2 Mlllbank, Tweed, Hadley & McClo 49,952 49,952

Part I, Line 16c (990-PF) - Other Professional Fees 57.560 0 0 57.560 Disbursements Revenue and for Charitable Expenses per Net Investment Adjusted Net Purposes escri ption Books Income Income ( Cash Basis Onl y) 1 C berGrants 2,200 2,200 2 KNF&T Staffin g 5,300 5,300 3 Volta ge Securl 60 60 4 Battalia Winston 50,000 50,000

Part I, Line 18 (990 -PF) - Taxes 1.200 0 0 1.000 Revenue Disbursements and Expenses Net Investment Adjusted for Charitable Descri ption p er Books Income Net Income Purposes I MA Form PC tax expense 1,000 1,000 2 IRS pay ment FYE 2013 200 0

0 2014 Universal Tax Systems Inc d/b/a/ CCH Small Firm Services All rights reserved Adelson Family Foundation 04-7024330

Part I, Line 19 (990-PF) - Depreciation and Depletion ^ 322 0 0' I Beginning Revenue Net Adjusted Date Method of Cost or Accumulated and Expenses Investment Net Descri ption Acq uired Computation Asset Life Other Basis De preciation per Books Income Income 1 office equipment 12/15/2011 S/L 5 1,612 671 322

N

0 2014 Universal Tax Systems Inc d/b/a/ CCH Small Firm Services All rights reserved Adelson Family Foundation 04-7024330

Part I, Line 23 (990-PF) - Other Expenses 498 328 n n 4QR R9R Revenue and Disbursements Expenses Net Investment Adjusted Net for Charitable Descri ption per Books Income Income Purposes 1 Bank fees 3,211 3,211 2 Books , subscriptions , reference 77 77 3 Data stora g e 604 604 4 Insurance 3,201 3,201 5 Membership dues 17,000 17,000 6 Other expense 126 126 7 Posta g e , shi pping and delive ry 612 612 8 Office and computer su pplies 117 117 9 Telecommunications 1,541 1,541 10 Uncapltallzed furniture and fixtures 443 443 11 Shared services 471,396 471,396

0 2014 Universal Tax Systems Inc d/b/a/ CCH Small Firm Services All rights reserved Adelson Family Foundation 04-7024330

Part II, Line 14 (990-PF ) - Land , Buildings , and Equipment 1 R12 R71 QQA Q41 AIR R1A Accumulated Accumulated Cost or Depreciation Depreciation Book Value Book Value FMV Asset Descri ption Other Basis Beg of Year End of Year Beg of Year End of Year End of Year 1 Com puter eq ui pment 2011 1,612 671 994 941 618 . 618

0 2014 Universal Tax Systems Inc d/b/a/ CCH Small Firm Services All rights reserved