Return of Private Foundation OMB N o 545-0052 Form 990-PF or Section 4947(a)(1) Trust Treated as Private Foundation 16 Department of the Treasury ► Do not enter social security numbers on this form as it may be made public. Internal Revenue Seance ► Information about Form 990-PF and its separate instructions is at www. irs.gov/form99Opf. • For calendar year 2016 or tax year beginning , 2016 , and ending , 20 Name of foundation A Employer identification number CHARLES AND LYNN SCHUSTERMAN FAMILY FOUNDATION 73-1312965 Number and street (or P 0 box number if mail is not delivered to street address) Room/suite B Telephone number (see instructions) 110 WEST 7TH STREET SUITE 2000 (918) 879-9644 City or town, or or postal code state province, country, and ZIP foreign C If exemption application is pending, check here lo-El TULSA, OK 74119 q G Check all that apply q Initial return q Initial return of a former public charity D 1. Foreign organizations, check here ► q q Amended return Final return 2. Foreign organizations meeting the 85% test, q q q Address change Name change check here and attach computation ► H Check type of organization: q Section 501 (c)(3) exempt private foundation E If private foundation status was terminated under section 507(b)(1)(A) , check here P. C] El Section 4947(a)(1) nonexempt charitable trust E] Other taxable private foundation Accounting q Cash 0 Accrual Fair market value of all assets at J method: F If the foundation is in a 60-month termination q end of year (from Part Il, col. (c), q Other (specify) under section 507(b)(1)(B), check here ► line 16) ► $ 2,202,251 977 (Part t, column (d) must be on cash basis) (d) Disbursements Analysis of Revenue and Expenses Revenue and ion (a) (b) Net investment (c) Adjusted net for charitable expenses per amounts in columns (b), (c), and (d) may not necessarily equal income income purposes books the amounts in column (a) (see instructions)) (cash basis only) 1 Contributions, gifts, grants, etc , received (attach schedule) 30.529,527 q 2 Check ► If the fotncfatlon is not required to attach Sch B - 3 Interest on savings and temporary cash investments 16 196 619 16,196,619 4 Dividends and interest from securities . . . 22 681,877 22.681 877 5a Gross rents ...... b Net rental income or (loss) 4) 6a Net gain or (loss) from sale of assets not on line 10 (102,075 892) - ' - - a b Gross sales price for all assets on line 6a 675 324,452 at> 7 Capital gain net income (from Part IV, line 2) 0 8 Net short-term capital gain . . . . . 9 Income modifications 10a Gross sales less returns and allowances 0 b Less: Cost of goods sold 0 c Gross profit or (loss) (attach schedule) 0 11 Other income (attach schedule) . . . . . (9,069,667) (13,473 640) 0 ' - 12 Total . Add lines 1 throu g h 11 (41,737 536) 25,404,856 0 13 Compensation of officers, directors, trustees, etc 635,684 635,684 14 Other employee salaries and wages 4,149,055 4 149,055 15 Pension plans, employee benefits X 16a Legal fees (attach schedule) . . 0 0 0 0 W b Accounting fees (attach schedule) 0 0 0 a . c Other professional fees (attach schedule) . . . P 0 0 17 Interest ...... 1,302, 40 413f96 H 18 Taxes (attach schedule) (see instructions) . . . 518. ^try^ 66.1 'TJ %I t 0 251,881 • 19 Depreciation (attach schedule) and depletion 72,2 o 0 Q 20 Occupancy ...... 21 Travel, conferences, and meetings . . . . . 22 Printing and publications t%J of 23 Other expenses (attach schedule) 10,815,210 1,994,875 0 7308,349 Be 24 Total operating and administrative expenses. Add lines 13 through 23 . . . . 17,492.278 2,674,218 0 12.344,969 CD C 25 Contributions, gifts, grants paid . 76,996,491 76 996,491 26 Total expenses and disbtasemertts. Add lines 24 and 25 94,488,769 2,674,218 0 89.341,460 a 27 Subtract line 26 from line 12: _ •' z W a Excess of revenue over expenses and disbursements (136,226 305) ' ' b Net investment income (if negative, enter -0-) 22 730 638 c Adjusted net income (if negative, enter 0 U -0-) For Paperwork Reduction Act Notice, see instructions. Cat No 11289X Form 990-PF (2016) - 9 g5 10/30/2017 2:38:15 PM 2016 Return Charles and Lynn Schusterman Famii Foundation- 73-1312965 Form 990-PF (2016) Page 2 Attached schedules and amounts in the description column Beginning of year End of year Balance Sheets should be for end-of-year amounts only (See instructions) (a) Book Value (b) Book Value (c) Fair Market Value
1 Cash-non-interest-bearing ...... 45,295,835 52,338 771 52,338,771 2 Savings and temporary cash investments . . . . . 3 Accounts receivable 337 453 ► ------Less: allowance for doubtful accounts 163,441 337 453 337 453 ------4 Pledges receivable ------Less. allowance for doubtful accounts 0 0 0 ------5 Grants receivable ...... 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see instructions) . . 0 0 0 7 Other notes and loans receivable (attach schedule) ------3,166,667 Less- allowance for doubtful accounts 0 0 3.166,667 3,166,667 ------8 Inventories for sale or use ...... y 9 Prepaid expenses and deferred charges Q 10a Investments-U.S. and state government obligations (attach schedule) 0 0 0 b Investments-corporate stock (attach schedule) . . . . 0 0 0 c Investments-corporate bonds (attach schedule) . . 0 0 0 11 Investments-land, buildings, and equipment. basis ______0 Less accumulated depreciation (attach schedule) ______0 0 0 0 12 Investments-mortgage loans . . 13 Investments-other (attach schedule) ...... 2,186.049 233 2.038,390,142 2,146,245.445 14 Land, buildings, and equipment. basis ______1,144 459 Less: accumulated depreciation (attach schedule) ______980,818 229,326 163 641 163,641 15 Other assets (describe ) 0 0 0 ► ------16 Total assets (to be completed by all filers-see the instructions. Also, see page 1, item I) ...... 2,231 737 835 2 094,396,674 2 202,251,977 17 Accounts payable and accrued expenses ...... 249,309 814,409 18 Grants payable ...... 19 Deferred revenue ...... 20 Loans from officers, directors, trustees, and other disqualified persons 10,169,424 7 669,424 m 21 Mortgages and other notes payable (attach schedule) . . . 0 0 J 22 Other liabilities (describe ) 0 0 - - ' ► ------23 Total liabilities (add lines 17 through 22) 10 418,733 8,483,833 - q Foundations that follow SFAS 117, check here ► a) and complete lines 24 through 26 and lines 30 and 31. 5 24 Unrestricted . . - m 25 Temporarily restricted ...... 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 2,221,319,102 2,085,912 841 a 30 Total net assets or fund balances (see instructions) . . . 2,221,319,102 2 085,912.841 1 31 Total liabilities and net assets/fund balances (see Z instructions) ...... 2,231,737,835 2,094,396.674 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 2 221 319,102 2 Enter amount from Part I, line 27a ...... 2 (136,226 305) (SEE STATEMENT) 3 4 146.213 3 Other increases not included in line 2 (itemize) ► 4 Add lines 1, 2, and 3 ...... 4 2,089,239,010 (SEE STATEMENT) 3326,169 5 Decreases not included in line 2 (itemize) ► 5 6 Total net assets or fund balances at end of year (line 4 minus line 5)-Part II, column (b), line 30 . 6 2,085,912,841 Form 990-PF (2016)
10/30/2017 2:38:15 PM 2 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) Page 3 Capital Gains and Losses for Tax on Investment Income How acquired (a) List and describe the kind (s) of property sold (e g . real estate, (b) (c) Date acquired (d) Date sold P-Purchase 2-story brick warehouse , or common stock, 200 shs MLC Co ) (mo, day , yr) (mo, day, yr) D- Donation 1a PASSTHROUGH K-1 ST CAPITAL GAIN PURCHASE b INVESTMENT LT CAPITAL GAIN PURCHASE C INVESTMENT ST CAPITAL GAIN PURCHASE d PASSTHROUGH K-1 LT CAPITAL GAIN PURCHASE e Depreciation allowed Cost or other basis (h) Gain or (loss) (e) Gross sales puce (t) (g) (or allowable) plus expense of sale (e) plus (f) minus (g)
a (556 .739) (556,739) b 430 .469 113 588,619,330 (158 150,217) C 187 390 ,763 188,781,014 (1 390,251) d 58,021 ,315 1 1 58,021 315 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 col (k), but not less than -0-) or 0) Adjusted basis ( k) Excess of col (Q F M V as of 122/31/69 Losses (from col (h)) (i) as of 12/31 /69 over col 0), if any
a 0 (556,739) b 0 (158 ,150,217) C 0 (1,390,251) d 0 58 ,021,315 e If gain , also enter in Part 1, line 7 2 Capital gain net income or (net capital loss) r l If (loss), enter -0- in Part I, Ilne 7 J 2 (102 075.892) 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 1 Part I, line 8 ...... J 3 0 JiM 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 1 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 Distribution ratio distributions Net value of noncha)ritable-use assets Calendar year (or tax year beginning in) Adjusted qualifying (col (b) divided by col (c)) 2015 100,320,590 2,219,008,266 0045210 2014 77,121,743 2,347,132,433 0032858 2013 69.904,673 2,256.653,037 0030977 2012 46,909,322 2,269.359,809 0020671 2011 163 401,061 569 856,227 0286741
2 Total of line 1, column (d) ...... 2 0 416457 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 083291
4 Enter the net value of noncharitable-use assets for 2016 from Part X, line 5 4 2 169 596,241
5 Multiply line 4 by line 3 ...... 5 180,707,841
6 Enter 1 % of net investment income (1 % of Part I, line 27b) 6 227,306
7 Add lines 5 and 6 ...... 7 180 935,147
8 Enter qualifying distributions from Part XII, line 4 ...... 8 92 508,127 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 (2016)
10/30/2017 2:38:15 PM 3 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) Page 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948-see instructions) la Exempt operating foundations described in section 4940(d)(2), check q and enter "N/A" on line 1. Date of ruling or determination letter. (attach copy of letter if necessary - see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 454 613 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 3 Add lines 1 and 2 ...... 3 454,613 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- . 5 454 613 6 Credits/Payments, a 2016 estimated tax payments and 2015 overpayment credited to 2016 6a 2,136,723 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 2,136,723 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 1,682,110 of 110 950,000 11 Enter the amount line 10 to be. Credited to 2017 estimated tax 732, Refunded ► 11 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 3 b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions for the definition)? ...... lb 3 If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials i published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? ...... is 3 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. ► $ 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 3 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 3 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? . 4a 3 b If "Yes," has it filed a tax return on Form 990-T for this year? ...... 4b 3 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 3 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 3 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part 11, col (c), and Part XV 7 3 8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► CA, DC, GA, OK ------b If the answer is "Yes" to fine 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 3 9 Is the foundation claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2016 or the taxable year beginning in 2016 (see instructions for Part XIV)? If "Yes," complete Part XIV ...... g 3 10 Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses ...... 10 3 Form 990-PF (2016)
10/30/2017 2:38:15 PM 4 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1 31 296 5 Form 990-PF (2016) Page 5
Yes I 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 3 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 3 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 3 Website address WWW SCHUSTERMAN ORG ► ------14 The books are in care of THE ORGANIZATION Telephone no. (918) 879-9644 ► ------► ------Located at 110 WEST 7TH STREET SUITE 2000, TULSA, OK ZIP+4 74119-1076 ► ------► ------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 2016, did the foundation have an interest in or a signature or other authority Yes No over a bank, securities, or other financial account in a foreign country? ...... 16 3 See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes," enter the name of the foreign country ► 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 la 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 21 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? ...... 0 Yes q No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified persons q Yes 2 No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person's 0 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 0 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 Z No b If any answer is "Yes" to 1 a(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 3 Organizations relying on a current notice regarding disaster assistance check here . . c Did the foundation engage in a prior year in any of the acts described in 1 a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2016? ...... 1c 3 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 49420)(3) or 4942())(5)). a At the end of tax year 2016, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2016 ...... q Yes 0 No If "Yes," list the years 20 , 20 , 20 , 20 ► ------b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement-see instructions.) ...... 2b 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 2] 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.) ...... • • 3b 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a 3 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 2016? 4b 3 Form 990-PF (2016)
10/30/2017 2:38:15 PM 5 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) Page 6 Statements Regarding Activities for Which Form 4720 May Be Required (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 0 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 q3 No (3) Provide a grant to an individual for travel, study, or other similar purposes? . . . q Yes 0 No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 4945(d)(4)(A)? (see instructions) ...... [D Yes q No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? . . . . . q Yes q3 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 3 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'? . . . . 2 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 q No _ b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract'? . 6b 3 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 q No b If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? . 7b MZM^ Information About Officers . Directors . Trustees . Foundation Manaaers. Hiahly Paid Emolovees. and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation (see instructions). (b) Title, and average (c) Compensation (d) Contributions to e) Expense account , (a) Name and address hours per week ( If not paid , employee benefit plans ( other allowances devoted to position enter -0-) and deferred compensation SANFORD CARDIN DI E R A ------PRESIDENT. 40 0 462,303 27,395 0 110 WEST 7TH STREET, SUITE 2000 TULSA, OK 74119 LYNN SCHUSTERMAN DIRECTOR & CO------CHAIR. 1 0 0 0 0 110 WEST 7TH STREET, SUITE 2000, TULSA, OK 74119 STACY H SCHUSTERMAN DIRECTOR & CO------CHAIR. 1 0 0 0 0 110 WEST 7TH STREET, SUITE 2000, TULSA, OK 74119 ALANA HUGHES ------OFFICER, 40 0 173,381 19,779 0 110 WEST 7TH STREET, SUITE 2000 TULSA, OK 74119 z L;ompensatlon of live nlgnest-paid employees (other tnan those Included on line 1 -see instructions). it none, enter "NONE."
Title, and average (d) Contributions to (b) employee benefit (e) Expense account , (a) Name and address of each employee paid more than $50,000 hours per week (c) Compensation plans and deferred other allowances devoted to position compensation
LISA EISEN NATIONAL ------DIRECTOR 40 337.117 34,319 0 9416 DURFORD COURT, PONTOMAC, MD 29854 SETH COHEN DIR OF NETWORK ------INITIATIVES. 40 268977 33,857 0 5--4- NEW WELLINGTON CLOSE, ATLANTA, GA 30327 JULIE MIKUTA SENIOR DIRECTOR ------40 241. 822 29,806 0 600 CANYON OAKS DR, APT C. OAKLAND, CA 94605 SHAYNE SPALTEN DIRECTOR, ------EDUCATION. 40 215,461 33,401 0 2131 BALDY LANE, EVERGREEN, CO 80439 JUSTIN KORDA EXECUTIVEXECUTIVE ------D 40 251.937 34,606 0 OVED 3/3, JERUSALEM, ISRAEL 93551-06 Total number of other employees paid over $50 , 000 ► 23 Form 990-PF (2016)
10/30/2017 2:38:15 PM 6 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) Page 7 Information About Officers , Directors, Trustees, Foundation Managers , Highly Paid Employees, and Contractors (continued) 3 Five highest- 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 ALEF ALEF REISH AVUKA MISSION & PR RAM ------DEVELOPMENT CONS SVCS 502.882 9 RAV ST, TEL AVIV, 69395 IS F OR BES MED IA LLC MISSION & PR RAM DELIVERY ------0. 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 MLLNL LLC M U ICATI N- SOCIAL M D A ------° 265.000 257 GRANT STREET #98, BROOKLYN NY 11211 NOAH AUSTIN 250,008 122 STADIUM AVE, MILL VALLEY CA 25000-8 MARK G YUDOF COUNSEL ------224 502 2 CHARLES HILL LANE, OINDA, CA 22450-2 Total number of others receiving over $50,000 for professional services ...... ► 9 Summary of Direct Charitable Activities
List the foundation's four largest Include relevant statistical information such as the number of direct charitable activities during the tax year Expenses
1 ------i ------
4 ------Summary of Program - Related Investments (see instructions) Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 Amount NON-INTEREST BEARING LOANS WITH CHARTER GROWTH FUND TO PROVIDE BELOW MARKET 1 ------SCHOOL FINANCING FOR THE IMPROVEMENT OF CHARTER SCHOOL FACILITIES 3 166,667 ------
2 ------
All other program - related investments See instructions 3 ------
Total . Add lines 1 through 3 . . ► 3,166,667 Form 990-PF (2016)
10/30/2017 2:38:15 PM 7 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) 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 ...... la 1 15 383.259 b Average of monthly cash balances ...... lb 756 440.334 c Fair market value of all other assets (see instructions) ...... 1c 1,330,812.184 d Total (add lines 1a, b, and c) . . . Id 2,202,635.777 e Reduction claimed for blockage or other factors reported on lines 1a and 1 c (attach detailed explanation) ...... le 0 2 Acquisition indebtedness applicable to line 1 assets . . . . . 2 3 Subtract line 2 from line 1d ...... 3 2,202,635 777 4 Cash deemed held for charitable activities. Enter 11/2% of line 3 (for greater amount, see instructions) ...... 4 33,039,536 5 Net value of noncharitable -use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4 5 2,169,596,241 6 Minimum investment return . Enter 5% of line 5 ...... 6 108,479,812 Distributable Amount (see instructions) (Section 49420)(3) and 6)(5) private operating foundations and certain foreign organizations check here ► 0 and do not complete this part.) 1 Minimum investment return from Part X, line 6 ...... 1 108,479,812 2a Tax on investment income for 2016 from Part VI, line 5 2a 454,613 b Income tax for 2016 (This does not include the tax from Part VI.) 2b 550,798 c Add lines 2a and 2b ...... 1 005.411 3 Distributable amount before adjustments. Subtract line 2c from line 1 3 107,474.401 4 Recoveries of amounts treated as qualifying distributions . . . . . 4 5 Add lines 3 and 4 5 107,474,401 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 ...... 7 107,474,401
M. 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 89,341,460 b Program-related investments-total from Part IX-B ...... lb 3,166,667 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 0 4 Qualifying distributions . Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 92,508,127 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 92,508,127 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)
10/30/2017 2:38:15 PM 8 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) Page 9 Undistributed Income (see instructions) (a) (b) (c) (d) 2015 2016 1 Distributable amount for 2016 from Part XI, Corpus Years prior to 2015 line 7 ...... 107 474.401 2 Undistributed income, if any, as of the end of 2016: a Enter amount for 2015 only . . . 0 b Total for prior years- 20 12 ,20 13 ,20 14 0 3 Excess distributions carryover, if any, to 2016: a From 2011 . . . 90,245,951 b From 2012 . . . 0 c From 2013 . . . . . 0 d From 2014 . . 0 e From 2015 . . 0 f Total of lines 3a through e . . . . . 90,245,951 4 Qualifying distributions for 2016 from Part Xli, '•, ; line 4: ► $ 92,508,127 ;° ,' ------a Applied to 2015, but not more than line 2a 0 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 - 92,508,127 e Remaining amount distributed out of corpus 0 5 Excess distributions carryover applied to 2016 14,954,825 14,954,825 (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 75,291,126 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 ...... 0 e Undistributed income for 2015. Subtract line - 4a from line 2a Taxable amount-see ' - instructions . 0 f Undistributed income for 2016 Subtract lines 4d and 5 from line 1. This amount must be ,` - - ' distributed in 2017 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) ...... 0 8 Excess distributions carryover from 2011 not applied on line 5 or line 7 (see instructions) 75.291,126 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 . . . e Excess from 2016 . . . Form 990-PF (2016)
10/30/2017 2:38:15 PM 9 2016 Return Charles and Lynn Schusterman Family Foundation - 73-1312965 Form 990-PF (2016) Page 10 I 1 419 Private Operating Foundations (see instructions and Part VII-A. auestion 9) 1a If the foundation has received a ruling or determination letter that it is a private operating ruling foundation, and the is effective for 2016, enter the date of the ruling ► b Check box to indicate whether the foundation is a private operating foundation described in section q 49420)(3) or q 494 2a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (e) Total (a) 2016 (b) 2015 (c) 201 a (d) 2013 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 4942Q)(3)(B)(i) b "Endowment" alternative test-enter / 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 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) ) LYNN SCHUSTERMAN, DIRECTOR & CO-CHAIR b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest
2 Information Regarding Contribution , Grant, Gift, Loan , Scholarship , etc., Programs: q Check here ► if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name , address , and telephone number or e-mail address of the person to whom applications should be addressed ALA NA HUGHES, 110 WEST 7TH, SUITE 200, TULSA, OK 74119, 918-879-9774
b The form in which applications should be submitted and information and materials they should include ONLINE APPLICATION REQUIRED - WWW SCHUSTERMAN ORG
c Any submission deadlines- NONE d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors. (SEE STATEMENT) Form 990-PF (2016)
10/30/2017 2:38:15 PM 10 2016 Return Charles and Lynn Schusterman Family Foundation - 73-1312965 Form 990-PF (2016) Page 11 Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment If recipient is an individual, Recipient Foundation show any relationship to Purpose of grant or status of Amount any foundation manager contribution Name and address (home or business) or substantial contributor recipient a Paid during the year (SEE STATEMENT)
Total ...... ► 3a 0 b Approved for future payment
Total ► 3b l 0 Form 990-PF (2016)
1 0/30/201 7 2:38:15 PM 11 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) Page 12 Analysis of Income-Producing Activities Unrelated business income Excluded by section 512, 513, or 514 Enter gross amounts unless otherwise indicated. (e) (d) Related or exempt (a) (b) (c) function income Business code Amount Exclusion code Amount (See instructions) Program service revenue: a b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments . . . . 3 Interest on savings and temporary cash investments 14 16.196,619 4 Dividends and interest from securities . . . 14 22 681 877 5 Net rental income or (loss) from real estate: a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income ...... 14 (9,069,667) 8 Gain or (loss) from sales of assets other than inventory 18 (102,075,892) 9 Net income or (loss) from special events . . 10 Gross profit or (loss) from sales of inventory 11 Other revenue a b c d e 12 Subtotal. Add columns (b), (d), and (e) . . . o (72,267,063) 0 13 Total. Add line 12, columns (b), (d), and (e) ...... 13 (72 267,063)
10/30/2017 2:38:15 PM 12 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Form 990-PF (2016) Page 13 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 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(1) 3 (2) Other assets ...... 1 a 2 3 b Other transactions: (1) Sales of assets to a noncharltable exempt organization ...... 1b(1) 3 (2) Purchases of assets from a nonchantable exempt organization ...... 1 b(2) 3 (3) Rental of facilities, equipment, or other assets ...... 1 b(3) 3 (4) Reimbursement arrangements ...... ib(4) 3 (5) Loans or loan guarantees ...... I 3 (6) Performance of services or membership or fundraising solicitations ...... 1 b(6) 3 c Sharing of facilities, equipment, mailing lists, other assets, or paid employees ...... IC 3 d If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received. (a) Line no. (b) Amount involved (c) Name of nonchantable exempt organization (d) Description of transfers, transactions, and sharing arrangements N/A
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 1 No b If "Yes," complete the following schedule. (a) Name of organization (b) Type of organization (c) Description of relationship
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief. It is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge Sign Here 11/8/17 signature of officer or tru tee Date Print/Type preparer's name Preparer's signature Paid Prenarer
10/30/2017 2:38:15 PM Schedule B Schedule of Contributors OMB No 1545-0047 (Form 990, 990-EZ, or 990-PF) ► Attach to Form 990, Form 990-EZ, or Form 990-PF. 00016 Department of the Treasury www.irs.gov/form990. Internal Revenue Service Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at Name of the organization Employer identification number CHARLES AND LYNN SCHUSTERMAN FAMILY FOUNDATION 73-1312965 Organization type (check one):
Filers of: Section:
Form 990 or 990-EZ q 501(c)( ) (enter number) organization
q 4947(a)(1) nonexempt charitable trust not treated as a private foundation
q 527 political organization
Form 990 -PF 21 501(c)(3) exempt private foundation
q 4947(a)(1) nonexempt charitable trust treated as a private foundation
q 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
21 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
q 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 1 h, or (li) Form 990-EZ, line 1 Complete Parts I and II.
q 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
q 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 nonexclusively religious, charitable, etc , contributions totaling $5,000 or more during the year ...... $ ► ------
Caution : An organization that isn't covered by the General Rule and/or the 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)
For Paperwork Reduction Act Notice , see the Instructions for Form 990, 990- EZ, or 990-PF. Cat No 30613X Schedule B (Form 990, 990-EZ, or 990- PF) (2016)
10/30/2017 2:38:15 PM 14 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Schedule B (Form 990, 990-EZ, or 990-PF) (2016) Page 2 Name of organization Employer identification number CHARLES AND LYNN SCHUSTERMAN FAMILY FOUNDATION 73-1312965
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 LJS REVOCABLE TRUST Person q Payroll q 1 1 0 W 7TH STREET, SUITE 2000 $ - - - - 9423,173 Noncash El (Complete Part II for -TULSA-,-OK -74-11-9 noncash contributions )
(a) (d) No. Name , address , and ZIP + 4 Total contributions Type of contribution
2 STACY SCHUSTERMAN REVOCABLE TRUST Person 21 ------Payroll q 110 W 7TH STREET, SUITE 2000 816,912 Noncash q ------(Complete Part II for TULSA, OK 74119 noncash contributions ) ------(a) (b) (c) (d) No. Name , address , and ZIP + 4 Total contributions Type of contribution
3 LSIT (DELAWARE) MANAGEMENT, LLC Person Payroll q 110 W 7TH STREET, SUITE 2000 $ 2,500, 000 Noncash q ------(Complete Part II for TULSA, OK 74119 noncash contributions ) ------(a) (b) (c) (d) No. Name , address, and ZIP + 4 Total contributions Type of contribution
4 IRVING HARRIS FOUNDATION Person ------Payroll q 191 NORTH WACKER DRIVE SUITE 1500 $ 25,000 Noncash q ------(Complete Part II for CHICAGO, IL 60606-1899 noncash contributions) ------(a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution
5 LJS REVOCABLE TRUST Person q Payroll q 110 WEST 7TH STREET, SUITE 2000 $ 10,095,356 Noncash (Complete Part II for -TULSA-. OK -74119 noncash contributions )
(a) (b) (c) (d) No. Name , address, and ZIP + 4 Total contributions Type of contribution
6 LJS REVOCABLE TRUST Person q Payroll q 110 WEST 7TH STREET, SUITE 2000 $ 7,669, 086 Noncash 21 (Complete Part II for TULSA, OK 74119 noncash contributions)
Schedule 8 (Form 990, 990-EZ, or 990-PF) (2016)
10/30/2017 2:38:15 PM 15 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Schedule B (Form 990, 990-EZ , or 990-PF) (2016) Page 3 Name of organization Employer identification number CHARLES AND LYNN SCHUSTERMAN FAMILY FOUNDATION 73-1312965
Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. (c) (b) (d) from FMV (or estimate) Description of noncash property given Date received Part I (See instruct ions)
100% INTEREST IN GPI TOLLWAY-MADISON, LLC ------1 ------• ------35,700.000 01/01/2016 ------
(a) No. (b) (c) (d) from FMV (or estimate) Description of noncash property given Date received Part I (See instructions)
49 5% PARTNERSHIP INTEREST IN CAMPBELL CREEK PARTNERS, ------5 LTD ------• ------10,93000010,930
(a) No. (c) (b) (d) from FMV (or estimate) Description of noncash property given Date received Part I (See instructions)
5099% PARTNERSHIP INTEREST IN GRANITE ONE WEST, LTD ------6 ------• ------17,450 000 ------
(a) No. (c) from FMV (or estimate) Description of noncash property given Date received Part I (See instructions)
------
No. (c) (a) (b) 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)
------• ------
Schedule B (Form 990, 990-EZ, or 990-PF) (2016)
10/30/2017 2:38:15 PM 16 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Schedule B (Form 990, 990-EZ, or 990-PF) (2016) Page 4 Name of organization Employer identification number CHARLES AND LYNN SCHUSTERMAN FAMILY FOUNDATION 73-13 12965 I&M 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.) $ ------Use duplicate copies of Part III if additional space is needed. a N o. from (d) Description of how gift is held Part I
------I
Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee
------a o. 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
------a o. 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
------a o. 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
------
Schedule B (Form 990, 990-EZ, or 990-PF) (2016)
10/30/2017 2:38:15 PM 17 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 • • - • • Supplemental Information . additional information (see instructions)
Return Reference - Identifier Ex planation FORM 990 PF PART XV, INITIAL APPLICATION FORM REQUIRED POTENTIAL APPLICANTS ARE URGED TO REVIEW PROGRAM LINE 2D - RESTRICTIONS GUIDELINES ON THE FOUNDATION WEB SITE (WWW SCHUSTERMAN ORG) AND CONTACT GRANTS AND LIMITATIONS COORDINATOR WITH ALL QUESTIONS ABOUT THE FOUNDATION, OUR APPLICATION PROCESS OR THEIR PROPOSED PROGRAM BEFORE SUBMITTING AN APPLICATION
10/30/2017 2:38:15 PM 18 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 her income
Description (a) Revenue and expenses (b) Net investment income (c) Adj usted net income 1 PASSTHROUGH K-1 OTHER INCOME 9,540,163 ( 13,944 136 ) 0 (2) INVESTMENT OTHER INCOME 470,496 470,496 0 TOTAL 9,069 667 ( 13,473 640 ) 0
10/30/2017 2:38:15 PM 20 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Taxes
Description (a) Revenue and (b ) Net investment income (c) Adjusted net income (d) Charitable ex penses disbursements 1 FOREIGN TAX 265,847 265,847 0 0 ( 2 ) PAYROLL TAX 251,881 0 0 251,881 ( 3 ) STATE TAX 300 300 0 0 TOTAL 518,028 266,147 , 0 251,881 ,
10/30/2017 2:38:15 PM 21 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Part 1, Line 23 Other expenses
Description ( a) Revenue and (b) Net investment income (c) Adjusted net income (d) Charitable ex penses disbursements (1 ) ADMINISTRATIVE OVERHEAD 4.262,130 0 0 4 180,747 ( 2 ) INVESTMENT EXPENSES 3.316,523 1.994,875 0 0 ( 3 ) CONSULTANTS 3.236,557 0 0 3,127,602 TOTAL 10,815,210 1,994,875 0 7.308,349
10/30/2017 2:38:15 PM 23 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Investments-Other (continued)
Description Type BOY Amount EOY Amount Fair Market Value STOCKS AND STOCK FUNDS COST 372,278,091 180,359,662 211,787,765 LIMITED PARTNERSHIPS COST 1.022,228,093 1,221 848,618 1 298 ,275,818 MISCELLANEOUS INVESTMENTS COST 791,543,049 636 181 862 636,181,862 TOTAL 2.186,049,233 2 038 390,142 , 2,146,245,445
10/30/2017 2:38:15 PM 26 2016 Return Charles and Lynn Schusterman Family Foundation - 73-1312965 Part 111, Line 3 Other Increases
Description Amount (1 ) FEDERAL TAX REFUND 505 400 (2) MARK TO MARKET UNREALIZED GAIN/( LOSS ) 3 640,813 TOTAL 4 146 213
10/30/2017 2:38:15 PM 29 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Decreases
Descri ption Amount 1 NON-DEDUCTIBLE FEDERAL TAX EXPENSE 3 285 000 ( 2 ) MISC NON-DEDUCTIBLE EXPENSES 11.466 (3) NON-DEDUCTIBLE - 50% MEALS & ENTERTAINMENT 29 703 TOTAL 3326.169
10/30/2017 2:38:15 PM 30 2016 Return Charles and Lynn Schusterman Family Foundation- 73-1312965 Chiles and Lynn Schusterman Family Toundauon
Charitable Contributions Year End Dec 31 2016
FEIN 73 1312%5
an XV Lin 3(a)
Payee Name Payea Address Purpvaa 2016 Tea ID 27 3295491 108E Brady Street 50110183) 108 Contemporary Brady Craft Tulsa OK 74103-4112 Head to Toe Program $g 001100 509(a111) 1625 K Street NW 27 3069592 Swte 4DO 501(0)13) SOCAN Inc Washington DC 20006 General Support $2500000 5091a1)1) 73 1586%1 132114110, 51 50110)131 A Pocket Full of Hope Tulsa OK 74106-4023 General Support $1 80000 509(a)11) 73 1586%1 1325E Apache St 501)1163) A Pocket Full of Hope Tulsa OK 74106-4028 Youth Empowerment Tour $2OOD 0) 509)a61) 300501614 ACNARAI The Shoshana S Cardin 5906 Park He,ghts Ave SOllcl)3) Leadership Development Institute Baltimore MD 21215 3932 General Support $11300 509)a111) 20,3299870 225 Friend St Ste 704 501)1)(3) Achievement Network Ltd Boston MA 02114 1812 Investing in the Transition to the Comm- Core $75 ODD DO Private OGeralmg Foundelron 20-3289870 225 Friend St Ste 704 50110113) Achievement Network Ltd Boston MA 02114-3812 SChusterman Professional Learning Community (PLC) Initiative 53000,00000 Private Operating Foundation 20.3289870 225 Friend St Ste 704 501(1(131 Achievement Network Ltd Boston MA02114-1812 UnboundEd $500,0110 o0 Private Operating Foundation 30-0208763 American Friends of OR National 36 W 44th Street Suite 1414 501111(3) Missions New York, NY 100368102 i Jerusalem Community Development Fund - Planning Grant $5000000 509(al)1( 13 1996126 39 Broadway Suite 1510 50111)13) American Friends of Tel Aviv University New York NY 10006 Natural History Museum $3400000 509)a)11) 13 3348313 American Friends of the Israel 1266 West Paces Ferry Road 615 501(1(13) Democracy lnstilute Inc Atlanta GA30327 General Operating Support $50 ODD 00 50o)s(I 1) 23 7182582 545 Fifth Avenue Suite 920 501(11131 American Friends of the Israel Museum New York NY 10017 Gala $2,50000 509(a)l 11 23 7183563 Amen... Friends of the Israel 122E 42nd Street Suite 4507 501)1)(3) Phliharmonic Orchestra New York NY 10168 80th Anniversary Benefit Concert 5500000 509(a(ll) 23-7183563 American Friends of the Israel 122 E 42nd Street Suite 4507 501111(3) Philharmonic Orchestra New York NY 10168 Min Anniversary Celebrator $2 511 5091x1(1) 52 1623781 251 H 5t NW 501101( 3) American Israel Education Foundation Wsshmgtor DC 20MI 21KIA AIE1 S Early Engagement Progr am $1500 000 00 509(x)11) 1 3 1656634 American Jewish Joint Distribution 711 Third Al. 501(c)(3) Committee (1DC) New York NY 1001140/4 General Support $200 000 00 509(.1(11 13 1656634 American Jewish Joint Distribution 711 Third Ave 50111)13) Committee IIDCI New York NY 1011174014 JDC BBYO Jewish Service Corps Fellowship Evpansion $470000 DO 509)x)(1) 13 1656634 American Jewish Joint Distribution 711 Third Ave 50110113) Committee (JDC) New York NY 10017,1014 General Support 01000000 509)a)(1( 22 2584370 45 W 36Th 51 FI 10 Sexual and Reproductive Health for Adolescent Girls and Young 501(v113( American Jewish World Service New York NY 10018-1641 Women in Kenya and Uganda S250.00 5091a111) 52 1865861 2810 Blaine Or 501101131 American Israeli Cooperalwe Enterprise Chevy Chase MD 20815 3040 Schusterman Israel Scholar Awards $82500W 5090l(1) 26-4184988 433 Broadway Suite 320 501)11(31 Artis Contemporary Israeli Art New York NY 10013 Artis General Operating Support Renewal $75 000 00 509(x11 l) 73-0713551 101 E Archer Sr 50110)13( Arts & Humanitiet Council of Tulsa Inc Tulsa 09 74103 2402 Any Given Child Tulsa $112 532 00 509(x)11) 730 13SSI 101 E Archer SI Campaign for the Hardesty Arts Center (AHHA) - Arts and 501(v)13) Arts& Humanities Council of Tulsa Inc Tulsa OK 74103 2,102 Humamhes Council of Tulsa $2500000 509)a)(1( 730 13551 101E Archer St 501(0113) Arts & Humanities Council of Tulsa Inc Tulsa OK 74103 2402 General Operating Support $2S 00000 50915)(1) 73 1355358 9103 E 56th St Ronald Radford Flamenco Guitarist 'The Power of Practice How to 501(0)13) Arts Foundation Tulsa OK 74145 7923 be the Best You Can Be-- $50W W 509(a))1) 84 0399006 Po Boa 222 SOllcll3) Aspen Institute Queenstown MD 21658-0222 Aspen Community College Presidential Fellows Program $200,00000 509(41(2) 73 1313509 4300 WIlscn Blvd Suite 300 50110113) Association of Fundraising Professionals Arlington VA 22203 4179 National Phdanthropo Dal Luncheon $2 500 00 509)x1(2) 100 Worth Avenue 30-0255276 Apartment 713 50110131 Association of Israel s Decorative Ans Pompano Beach FL 33180 Gen eral Support $10000 00 509111 495A lay Street 8503 81 1339909 Brooklyn NY 11201 501(01131 Asylum Arts Inc Brooklyn NY 11201 General Support $34000000 501(al(1) 13 3914342 45 W 36Th S I P ) 8 501101131 AVODAH The Jewish Service Corps New York, NY 10018 7633 General Support $500 000 00 509)a)11) 1 1 4 1713034 Po So. 5000 501(01131 Bard College Annandale NY 12504-5000 General Support $31800 509(a)(1( 1 71 6030391 100 North St Suite 900 501101131 Baton Rouge Area Foundation Baton Rouge LA, 709025264 New Meridian Start up Funding $350 000 00 5091al(1) 31 1794932 800 a h street NW 501)0)(3) 88YO Washington, DC 20001 BBYO International Convention and Teen Summit $15000000 509(a)(1) 31 1794932 8008th Street NW S01(0)(3) BBYO Washington DC 20001 General Support $540 00 509(a)111 31 1794932 8008th Street NW 5011c)13I BBYO Washington DC 20001 General Support 51 283 333 00 509(a))1) 27 2025066 8833 Gross Pointe Rd No 312 901)c)131 Bober Camp Property lnc Skokie It 600n 1859 Perlman Camp 5400 0001W 5091al(2) 261914515 517 Boston Post Rd Unit 171 501101(3) Bellwether Education Partners Sudbury MA 01776-7607 Phase Ill PARCC-Strategic Analysis and Planning Support 513500000 509(x)11) 13-4092050 33 E 33Rd St IT 7 501(0)13) Birthright Israel Foundation New York NY 100165354 General Support $10000000 509(x)(1) 13 4092050 33 E 33Rd 5t FI 7 501)01(3) Birthright Israel Foundation New York NY 10016-5354 Buthnght Israel Excel $462 371 00 509)a)(1) 13 1623910 171Mad-sonAVenue Suiten1405 501(01(3) Blue Card Fund New YCrk NY 100165110 General Support $50 000 00 509(x)(2)
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73-0580282 Cummuni" Setnce Council of Greater 16 E 16th St Suite 202 CAS-Carrara udoleuent Pregnancy Prcventron Program at Una,, 501lc1131 Tulsa Tulsa OK 74119 -4402 Public Schools $100 0110 00 509(.)( 1) 73.0580382 Community Sen+ce Council of Greater 16 E 16th St Suite 202 501)0(13) Tulsa Tulsa OK 74119-0402 Tulsa County Model Co- Procect Coordmapon $ 35 000 00 509(411) 27-0543442 1058 Sterling Place 501(013) Council of American Jewish Museums Brooklyn NY 11213 General Support S1D000 UO 509(x)(2) 53 0198090 One Massachusetts Avenue NW Suite 700 501101131 Council of Chiet State Schools Officers Washington DC 20001 CCSSO I Network for Transforming Educator Preparation (NTEP) 51027,50000 S09(a)(2) 730932820 2642 E 21st St Suite 300 501(c(13( Cystic Fibros-t Foundation Tulsa OK 74114 1744 Cycle for We Night Ride 52 500 00 5091a)I l) 47 5380182 2108 Caldwell Ave SOllc1(3) D20 Nashville TN 37204 Growth Support $22500000 509(x)(2) 26-1607955 3407 14Th St Nw 501101131 DC Public Education Fund Washington DC 200303402 DC Public Schools Empowering Males of Color Iniuatwe 564460000 509(x111) 1 26-1607955 3407 147h St Nw 501([)(31 DC Public Education Fund Washington DC 20010- 3402 DCPS Cornerstone Assignment $25000000 509(x1111 47 304690$ 2000 E 6th Street Suite 4 501(01(3) Deans for impact Austin IX 78702 General Ope rating Support $1,25000000 509(al(1( Strengthening the Capacity If Historically Black Colleges and 4 7 3046905 2000 E 6th St -I 5ulte 4 Unrstnsitles and other Minority Serving Insututions to Make Data 50110)131 Deans for Impact Austin 7978702 Informed Decision in Preparing Teachers of Color 513500000 509(a l(11 13 1028332 3124 East Apache Street Animal Care Support in Celebration of Shelly Friedman s Bat 501(0)(3) Domestic Violence Intervention Services Tulsa OK74110 Miltvxh $11800 509la((t) 73 1028332 3124 East Apache Street 501(0)131 Domestic Violence Intervention Services Tulsa OK 74110 Monarch Ball 54000000 509(a))1) 13 4129457 134 W 37th St Floor 11 501(01(3) DonorsChoose urg New York NY 30018- 6938 Double Your Impact Campaign $50 000 00 5091al(11 13 412945] 134 W 37th St Floor II 50110113) DonorsChoofe org New York NY 10018 6938 Protect Funding for Schools Affected by Louisiana Flood $120000 00 509(a)11) 1805 7th Street NW 46-2975017 7th Floor 501(0(131 EdFuel Washington DC 20001 Prole [ ( Basta Startup Funding $5000000 509)a)(1) 47 3909778 4018th Ave K53 501101(3) EdNSwgator Brooklyn NY 11215 General Operating Support 5 25000000 509(5(11) 81 22535548 16400 lamne Dove Natwnal 'Third Way' Education leaders of Color (EdLOC) 501)0)131 Education Leaders of Color Inc Whittier CA 90603 Convening $11000000 509(x)11) 77 0602311 36022nd Street Suite 220 501(0)131 Educe- Pioneerslnc Oakland CA 96611 Education Pioneers Growth 51ategy $ 50000000 509(x111) 77-0602311 360 72nd Streel Suite 220 501(01)31 Education Pioneers Inc Oakland CA 94612 Emerging Human Capital Leaders lnmauve Renewal Grant 596 924 00 5091 af111 20- 1978102 480 Pleasant Street 501(0)13) Educat,on Resource Strategies Wate rtosvn MA 024722463 Schusterman Professional Learning Community (PLC) Initlalwe 52 200 000 00 509(a((1( 23 7439790 3516 Connecticut Ave 501101(3) Educ.NOn Writers Assuaahon Washington DC 20008 General Support $ 25 f1D000 509(a1521 27 3382030 80 Pine St FI 28 $01(0)13) Educators for Evicellence New York NY 10005 1733 E4E Growth Su0p0rt $1 000 000 00 5091x111) Center for Jewish Culture and Crezowty 95 4328467 24728roadway #331 501101(3) eJewifh Philanthropy New York NY 10025 General Support $ 4000000 509(x)(1) 06-1576405 247 W 35th St 8th Floor 501101131 EL Education INC New York NY 10001 Eapedibonary Learning l Transforming Teacher Capaory at Scale $91500 00 509(x)11) 061576405 247 W 35th 50 8th Floor 501(0)131 EL Education INC New York NY 10001 K 5 Curnculum Build $1 000000 00 5091x1{1) 73 1039524 222 5 Houston Ave 501) c)1]) Emergency Infant Serious Tulsa OK 7412 7 8907 Babypalooaa 520 000 00 1 5M x1111 ]3 1039524
222 5 Oous[on Ace 501(01(3) Emergency Infant Services Tulsa 0K 7412 7 8907 General Operating Support $4000000 509(a)(1) 20-6622102 2100 Lamberton Rd 501(0(13) Erosion Eaccllence in STEM Cleveland Hts OH 44118 2717 General Operating Support $1000000 509(01(1) 26-4143394 205 E Washington St Ste 6 501101(3) Fair Food Network Ann Arbor MI 48104 2030 Double Up Food Bucks 57 500 00 509(x(11)
1 73 0580270 650$ Peoria Ave 501151131 Family and Ch,ldrern s Services Tulsa OK 74120-4429 Srainiac Ball $5 (%10 00 509(x111) 1 11 4544393 600 Uwc Center 501)0(131 Family Safety Center Inc Tulsa OK 74103 3829 General Operating Support $23 067 00 5091x1111 13-3848582 FJC A Foundation of Donor Advised 520 Eighth Avenue 501(c)(3) Funds New York NY 10018 The ConversatOn $12,00000 509(a)11) 13 3848582 FJC A Foundation of Philanthropic 520 8Th Avenue Floor 20 501)0)( 3) Funds New York, NY 10018-6507 General Support $25 L%1000 S09La1111 75-3240683 5800 Patriot Dr 5011c1(3) Folds of Honor Foundation Owasso OK 74055-8267 'Red While & Blue' G.I. $10 000 00 5091.1)11 20-0666923 114 John St Unit 930 501(1)13) Footsteps, Inc New York NY 10272 9'X8 General Operating Support and Scholarship Program 515500000 5()9(.)(1)
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73 1554474 7030 S Yale Ave Ste 600 501)0(31 Funden Roundtable Tulsa 0K 74136-5749 General Support $36972 509101(1)
c/o UKA Ventures Inc 46-512683 40W 20th St 7th Floor 501(1)131 Generation Teach Inc New York NY 10011 Genera lion Teach March '17.00). 509(a$11 800 Yamato Road 22 3131232 Suie 101 50111)(3) Gift of Life Bone Marrow Foundation Boca Raton FL 33431 Campus Ambassador Program $25 000 00 5091.1111 26.2205415 1400N Gdcrease Museum Road 501(11)31 Gilcrease Museum Management Trust T.I. 0K 74127 2100 General Support $2 500 00 5091.111) 20-5717276 PO Boa 52034 501111(31 Global Gardens Tulsa, OK 74152 0734 General Operating Support $98 748 00 509)1(11) 350 Twin Dolphin Dr 77 3744034 Suite 115 50111113) GOORU Redwood City, CA 94065 General Operating Support $15000000 509(a(Ill 74 3158155 1666 K St NW Ste 4)0 SOllc113) Grants Managers Network Washington $C200061242 General Support 53130000 5091)011 94 3311628 1999 Harrison St Suite 1100 Building Parent Supoort and Demand for Common Core Standards 501111131 GreatSchools Oakland CA 94612 and Assessments $57500000 509(a((1) 73 1436295 322 N Greenwood 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Jerusalem 93553 Schustermsn Foundation - Israel Israel SFI Administrative 2016 $474 538 77 , A registered Amutah 7 Derech Belt Lechem St Baka Jerusalem 93553 Schusterman foundation Israel Israel SF) Grants 2016 $12 603 285 00 A registered Amutah 7 Derech Bert Lechem St Bak. terusalem 93553 Schusterman Foundation Israel Israel General Operating Support $6697018 A registered Amutah 73 6119881 2021 E 715t St 501( 1)131 Sherwin Miller Museum of Jewish Art Tulsa OK 74136-5408 Jewish Genealogivat Society of Tulsa Protect S180000 5091.)(1) 45 4660788 5858 Horton St Ste 451 501111131 Silicon Schools Fund Inc Emeryville CA 94608-2072 Innovative New Blended Learning Schools $250 000 00 5091.1(3) 74 2683499 3201 W Pecan Boulevard 5011c)131 South Tesas College McAllen TO 78501 9702 Concurrent Enrollment Convening $544 20 5091.1(1) 52 1957214 2121 SW Broadway Suite 111 50110)13) Stand for Children Leadership Center Portland OR97209 General Support $250 000 00 509la111) 94-1156365 Stanford Unwersiry Board Of Trustees Of 3145 porter Drwe Habla Conmigo Protect at Stanford UnwersitysLanguage learning 501)11(31 the (eland Stanford Junior University Palo Alto CA 943041234 Lab of the Center for Infant Studies 5540 000 00 5091.1(1) 51 0444205 125 Maiden Lane Suite 88 501111(3) Storahtelhng lab/Shut Inc New York, NY 10038 General Support $1 800 00 509121(2) 75 Broad St 27 4556045 26th Floor 501(1)(3) Student Achievement Partners New York NY 10004 SAP Growth Strategy $1 500 000 00 5091x1(1) 30-0664947 TAMID a Program of the Israel on Po BN 34640 501(1)131 Campus Coalition Washington DC 20043 4640 General Support $75.00 509(a)(1) 26-2122566 25 Broadway 13th Floor 50110)( 3) Teach For All Inc New York NY 10004 Teach For All S Support of Teach First Israel $175,000 00 509)all l) 26 2122566 25 Broadway 13th Floor 5O1(c)l3) Teach For All Inc New york NY 10" Transformational learning & Leadership Lab 515000000 509)5)111 Greater Tulsa Region PO BOX 398613 San Francisco 9413 13 3541913 8613 30111113) Teach For America New York, NY 10002 Teach For Amer- 251h Anniversary Summit $10000000 509)a)11) 47 3878444 174 Hermann St S01lc1131 TEACH ORG INC San Francisco CA 94102 TEACH General Operating March 2016 $200 000 CO 509(a)(1) 26-3849472 2743 Worm000E 11 110 501(1)(3) Teach Plus Boston MA02210-1512 California Policy Fellows Y 73-0749376 Tulsa Advucales for the Rights of If-r, 2516E 715151 Ste A 501)c)13) with Developmental Disabilities ITARC) Tulsa OK 74136-5531 General Operating Support $31 800 00 509(x)(1) 73-0580283 1430 S Boulder Ave 501)c33( Tulsa Area United Way Tulsa OK 74119.3604 Loaned Executive Program $10 000 00 5091a)11) ]3-0580283 14305 Boulder Ave 101(c113) Tulsa Area United Way Tulsa, OK74 119-3 604 General Support $100,00000 50916111) 73-0580283 1430 S Boulder Ave 501)01)3) Tulsa Area United Way Tulsa 0K 74119.3604 nectulsa Retreat $30 000 00 50916111) 73-0667485 1212E 451h Place 501(1113) Tulsa Ballet Tulsa, OK 74105 4508 Icons & Idols G.I. $5 000 00 5091x)121 73 0667485 1212 E 45th Place 501(01(3) Tulsa Ballet Tulsa OK 74105 4508 Leaps Ahead Backstage at the Ballet $65 000 00 50916)12) 73 1388569 3507 East Admiral Plate 501( 1)13) )salsa CAR E S Tulsa 0K 74115 8211 Red Ribbon Gala $1000000 509(a)( 1) 73 1388569 3501 East Admiral Place 301101(3) Tulsa CAR E S Tulsa OK 74/158211 Tulsa CARES Capital Campaign $175 110000 5091a1111 73-1435307 1,B,,1210 7 501(c)13) Tulsa Charity Flight Night Inc Tulsa OK 74152 1067 Flight Night TRSA Designated Support $50 DOG 00 509(101) 260904448 5E01", 111Oct 501(0)131 Tulsa Children s Museum Tulsa OK 741276926 Founding Donor Campaign Owen Park Discovery Lab $25 000 00 1 509(a)(1) 1 51 0165881 400 Civic Center 501101(3) Tulsa City County Library Trust Tulsa OK 74103 3857 Central Library Re opening Ceremony $80000 509)a)11( 23-7103907 6111 E Skelly price EKCELerate Program at Roger, Support Services Pmnded to 501101)3) Tulsa Community College Foundation Tulsa OK 74135 6100 Concurrent Students $600000 509(6)11) 23 7103807 6111E Skelly Drwe 501(01131 Tulsa Community College Foundation Tulsa OK 74135 6100 General Operating Support $1701100 00 509(alll) 23 7103807 6111E Skelly Drive 501(0113) Tulsa Community College Foundation Tulsa OK 74135 6100 TCC Mn Dream Peer Mentoring Program $1 600 00 509(a)11) 23 7103807 6111 E Skelly Drive 501)c()3( Tulsa Community College Foundation Tulsa OK 74135 6300 TCC Presidents Discretionary Fund $25 000 00 5091 a)I l) 23 7103807 6111 E Shelly Once 501101(3) Tulsa Community College Foundation Tulsa 0R 74135 6100 Vision in Education Leadership Awards Dinner $25 000 00 509(6)31) ]3-1554474 7030 S Yale Ave Suite 600 30llc113) Tulsa Community Foundation Tulsa OK 741365749 36 Degrees North Community Partnership $500000 509lal(11 73 1554474 7030 S Yale Ave Suite 600 501(0)131 Tulsa Community Foundation Tulsa 0K 74136.5749 General Support $35 000 00 509(x)(1) ]3-1554474 7030 S Yale Ave Suite 603 OK State Regents for Higher ED Statewide Mathematics Redesign 501(0)(3) Tulsa Community Foundation Tulsa 0K 74136-5749 Project $128 000 00 509(a)111 73 1554474 7030 S Yale Ave Suite 600 501(0)(3) Tulsa Community Foundation Tulsa 09 74136-5749 General Operating Support $30000000 503(a)(1) ]3 1554474 70305 Yale Ave Suite 600 501(1113) Tulsa Community Foundation Tulsa OK 74136-5749 General Support $5 000 00 50914111) 73 1554474 7030 S Yale Ave Suite 600 501(0)13) l ulsa Community Foundation Tulsa 0074136-5749 Local POhcy and Advocacy Summer Scan $600000 509(a)(1) 73 1554474 7030 S Yale Ave Suite 600 501([1131 Tulsa Community Foundation Tulsa OK 74136 5749 My Dream Scholarship fund $201924 00 , 509(a)(1) 73 1554474 70305 Yale Ave Su,te 500 501(01(3) Tulsa Community Foundation Tulsa, OK]< 136-5749 Strategy Planning to Grow Tulsa s Jewish Community '2500000 509("'l']3-1554474 7030 S Yale Ave Suite 600 501(0)13) Tulsa Community Foundation Tulsa 0K 741365749 SUPPLIED FOR SUCCESS $85000 00 50916)(1) 73 15544]4 7030 111 , Ave Suite 600 501(0)131 Tulsa Community Foundation Tulsa, OK 74136-5749 General Support $35 0011 00 509(8)(1) 73-1554474 7030 S Yale Ave Suite 600 501(c)13) Tulsa Community Foundation Tulsa 09 74136-5749 Tulsa Regional STEM Alliance $5000000 509(a)lll MO 1 7 3 3554474 ]0305 Yale Ave Suite 600 501101(3) Tulsa Community Foundation Tulsa OK 74136-5749 Tulsa Young Professionals Voter Engagement Campaign (TYPros) 515 110 509(6)(1) 73-1554470 7030 S Yale Ave Suite 600 501(c)131 Tulsa Community Foundation Tulsa OK 741365749 Tulsa Young Professionals Foundation General Support $5,00000 5091a$5) 71 u554404 7030 5 Yale Ave Suite 600 SOl(c)(3) Tulsa Community Fountlatan Tulsa OK 741365749 Tulsa s Gtthering Place Phaul 51000 000 00 509)1)111 73 1557819 415 W Archer St 501(0)13) Tulsa Day Center for the Homeless Tulsa OK 74103-1307 Heart of Henry Annual Avard Dinner $5 DDO 00 509(a)(1) 73-1557819 415 W Archer It 501101(3) Tulsa Day Center for the Homeless Tulsa, OK 741031807 General Support $5000 DO 509(a)(0) 73-1557819 415 W Archer St 501(c))3) Tulsa Da, Center for the Homeless Tulsa, OK 7410} 1807 Summer Picnic $480000 S09)al(1) 464405058 5223 S Hanzrd Avenue Suite D SOl(cl(t) T.I. Debate League Tulsa OK 74135 TDl Support $40 OD000 509(a)11) 2o-8802a75 2202 E Admiral Blud 501)0)131 Tulsa Guts an School Protect Inc Tulsa, OK74110-5211 General Support $7500LA 509)501) 268882475 2202 E Admiral Blvd 5011c)(3) Tulsa Girls Art School Protect Inc Tulsa OC 74110-5211 Annual Gala $500000 509(a)Il) 73 1017401 NOS Zucker Or 50110)(3) Tulsa Global Alliance Tulsa OK 74304 97(10 Global Vision Awards $1 500170 5091u111) 73-0795545 2445 11, 11Ave 501(01(3) Tulsa Historical Society Tulsa OK 74114-1326 General Support $10000 509(11121 73-0795545 2445 5 Peoria Ave 5011 0)131 Tulsa Historical Society Tulsa OK 74114-1326 General Support $1,80000 5091.1(2) 46,4832167 2525S 101st E Avenue 501(0)13) Tulsa Honor Academy Inc Fulsa, OK 74129 Tulsa Honor Academy Charter School Sl50,00000 509(a)(1) 1 45-2481410 105 E 63rd St N 501(01(3) Tulsa Legacy Charter School Tulsa, OK 74126-1456 General Operating Support $51,00000 5091a)Il) 45 2481410 105 E 63rd St N 501(0)(31 Tulsa Legacy Charter School Tulsa 0K 741261456 General Operating Support 51S0,00000 509(a)(1) 73 0603311 16105 Boulder Ave 501(c)131 Tulsa Opera Tulsa, OK 74119-4408 General Support 5]D 000 DO 5091a)12) 262990076 Tulsa School of Arts and Sciences l202 W Easton 50110113) Foundation for Academic E.scellence Tulsa OK 74127 Phoenix Gala $2500000 509121111 1 26-2990076 Tulsa School of Arts and Sciences 1202 W Easton 501(c1131 Foundation lot Academic Excellence Tulsa, OK 74127 General Operating Support $25 000 00 5091x111) 1 263798017 117 N Boston Ave Ste 201 501101(31 Tulsa Symphony Orchestra Tulsa OK 74103 2039 General Support $10,000110 509(x)(2) 74 1109640 PO 005 7278 501(0)13) Tulsa Tesas Ewes Austin T% 78713 7278 Scholarship Awards Dinner $75000 509111121 27-3283740 214 N Main Street Third Floor Suite 203 501101131 Tulsa Tough Inc Tulsa OK 74103 2026 General Support Benefiting TSAS and Children s Museum 37 500 00 509(a)(1) 23 7033283 11 3rd St Suite 100 Regional Economics Model Inc Study on Oklahoma Medicaid 501)c03) Tulsa s Future Inc Tulsa, OK 74103 3513 Espansron $10 Co. 00 509121(1) 23 7033283 1 W 3rd St Suite 100 501111131 Tulsa s future Inc Tulsa OK 74103-3513 Tulsa Regional Chamber Resource Campaign $2500000 509)0)Il) 23 7033283 1 W 3rd St Suite 100 Tulsa Regional Chamber Partners in Education Volunteer 501(0)131 Tulsas Future Inc Tulsa, OK 74103 3513 Management Platform 5501]000 509(a)Il) 23-7033283 1 .:,d St Suite 100 50110113) Tulsa s Future Inc TulsOK 74103 3513 Tulsa s Future 01 $7500000 509(a)(1) 23 7033283 1 W 3rd It Suite 100 S011cll31 Tulsa s Future Inc Tulsa OK 74103 3513 VisitTulsa 2 0 007 50000 509(01)0) 52 1844823 574 Hilgard Avenue 501101131 UCLA Hillel Los Angeles CA 90024 Chuttpal Non Gala Omer Edition Campaign 02 500 00 509(al(1) 47 52233203) CH IS E Ielterson Road Sol( UnboundEd Learning Inc PrOsford NY 14534 General Operating Support 525000000 509(0)(2) 73 1377860 8506 East 61st Street 501)01131 Union Schools Education Foundation Tulsa OK 74133-0000 A Night of FOCUS 2017 $5 ODD 00 509(a)(1) 100 N UnrcersitY Dnve 73 6100032 Unwersify of Central Oklahoma Boa 133 501(c)(3) Foundation Edmond, OK 73034 5207 Oklahoma Corequisite at Scale Conference $6520 00 509111(1) 74 1732551 4604 CalhounTit Road 501([)13) Unwersitc of Houston Law Foundation Houston, 772046060 1CAP Program $50Coo 00 509(a)(1( 73 6091755 100 Timberdell Road 501101131 University of Oklahoma Foundation Norman OK73019-5016 program Support $7 OW 00 50911)31) 3 6091755 100 Timberdell Road 501(c)131 Unwers.ty of Oklahoma Foundation Norman OK 73019,5016 International Child Welfare Exchange Program $106 683 33 509101(1) 73 6091755 100 Timberdell Road 3) 501([)( University of Oklahoma Foundation Norman OK 73019-5016 Schuster man Center for Judaic and Israel Studies $25000000 509(a)111 73-EO9OTS5 100 T,mberdell Road SOllc)13) Unwersity of Oklahoma Foundation Norman, OK 73019-5016 Team for Children at Risk 59000000 S091a)11( 73 6091755 380 llmbetdell Road 501101(31 Unwersitcof Oklahoma Foundation Norman OK 730195016 Youth Philanthropy Initiatne (YPI) $131633 00 509(1(!1) 73-0579298 8005 Tucker Or 501(013) Untoeruty of Tulsa Tulsa OK 74 104 9700 General Support S500000 50911101 73-0579298 800 S Tucker Or 5010X31 Unrvers,ty of Tulsa Tulsa, OK 74104 9700 Tulsa Math Teachers' Cud. $8 50000 509(al(21 ]3-0579298 600 S Tucker Dr 501([)13) University of Tutu Tulsa, OK 74104-9700 Tulsa Undergraduate Research Challenge (TURC( $250000 509(x1121 27-0989006 1500 Umon Ave Ste 2200 501(11111 Urban Teachers Baltimore, MD 21211 General OPemmg Support $150000000 509(a111) 77-09691%16 1500 Union Ave Ste 2200 5011[1(3) Urban Teachers Baltimore MD 21211 Math Pre Admiss,on Knowledge Test PrepSrabon Pilot $48 895 00 509(x1(1) c/0 Sheila Baumgarten 30-0443128 Venice Center for Intemat,onal Jewish 938 Walnut Ave 501([)13( Studies Santa Cruz CA 95060.3439 Merchant in the Ghetto $25,00000 5091x1(1) 46-3224248 Washmgtcn State Charter Schools 2105 Hudson Street Swte 330 5011[1131 Association Seattle WA 98134 Washington State Charter Schools lniuatlve '2... 5091x111) 730579269 4205 Mafn 51 Suite 200 50111113) YMCA of Greater Tulsa Tulsa OK 74103 3912 Healthy Uwng Campaign S250 O00 00 5090)121 73-0579269 420 5 Mam St Suite 200 5011[1131 YMCA of Greater Tulsa Tulsa OK 74103 3912 Inside-Out Camp $7,40000 5091x1(2) 73-0579269 420 S Main St Suite 200 S011cl(3) YMCA UT Greater Tulsa Tulsa OK 74103 3912 Jackson SOARS Camp 2016 $9,00000 5091x1(2) 73 0579269 420 S Main St Suite 200 501111(3) YMCA of Greater Tulsa Tulsa OK 14103 3912 Summer Learning Institute $131 000 00 5091x1(2) ]3 0785251 3215 Madison Ave 5011c1(3) Youth Services of Tulsa Inc Tulsa OK 741203208 LGBTO Youth Programming and Outreach 5125 000 00 505(a)) I) 5&1716970 1 3 Brother Blvd 5011[113) Youth Villages Inc Bartlett IN 39133-8950 Youth Villages 30 Growth Plan $1,000 000 00 5091x1121 Total CLSFF 2026 Yearly CharHable ContribW lun $76,996,49147 Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII-B, Question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee : Achievement Network , Ltd., 225 Friend St. Ste 704 Boston , MA 02114 Amount of Grant(s): $75,000 $3,000,000 $500,000 Purpose of Grant: Support for Achievement Network, Ltd., an organization collaborating with others to support and operate high-quality education, identity development, and leadership training. Reports: Achievement Network, Ltd. submitted full and complete reports of its 2016 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Exp. Resp. Annual Reports of Achievement Network, Ltd. 2) Achievement Network, Ltd. - Grant Budgets Charles and Lynn Schusterman Family Foundation Expenditure Responsibility Annual Report Your grant from the Charles and Lynn Schusterman Family Foundation (CLSFF) requires CLSFF to administer Expenditure Responsibility throughout the term of the grant as specified in the grant agreement. This report is due each year per the schedule provided in the grant agreement. Achievement Network, Ltd. $12,000,000.00 Grantee Name Total Grant Amount 2015 5 years 2016 Year Grant Awarded Number of years for which grant is to be monitored Reporting Year for this as specified in Grant Letter Report 225 Friend St Ste 704, Boston, MA 02114 617-725-0000 Address Telephone uranU r To support ANet's contribution to the Schusterman Professional Learning Collaborative and the following project priorities: 1: Develop School Leaders and Teachers 2: Improve Readiness Conditions Evolve our assessments and Data Reports Raise up Practices Worth Sharing made in accompiisning the grant purpose aescrlbea above: In the 2016 calendar year, we continued to make progress in and meet annual milestones outlined in our Milestones and Outcomes table. Please refer to our most recently submitted report (submitted on June, 30 2016) to recap project accomplishments through the first half of 2016. We've recently completed the first two years of ANet's 2020 strategy that guides ANet's growth and impact goals in alignment with the goals of Schusterman's Professional Learning Collaborative, we are in the process of working with the Foundation to set agreed upon revised Milestones along with our updated 2020 strategy. We look forward to providing the updated project milestones to the Foundation in late March/ early April, and providing a detailed report on the activities and accomplishments from FY16 in our June 30, 2017 report. Itemization of expenditures made from grant funds, including salaries, travel and supplies ( attach additional pages if more space is needed): ;Please attached expenditure budget. Grant funds received by the grantee during the year for which this report is submitted, $ 3,000,000 Grant funds unspent as of the date of this report, $6,500,000 . Grantee asserts that it has made all expenditures in furtherance of the stated purpose of the grant. Grantee asserts that it has complied with all of the terms and conditions of the grant specified in the Grant letter signed by the Grantee and CLSFF dated March 1, 2017 I declare that I am authorized to sign this report on behalf of the above organization, that I have examined the foregoing statements and to the best of my knowledge they are true, correct and complete. BY. DATE: 03/01/17 TITLE: Chief Financial Officer The Achievement Network Financial Overview 6 months 12 months 2015-2016 2015 2016 Budget Actuals Actuals II Revenue 4,000,000 2,000,000 3,500,000 Earned Philanthropy 4,000,000 2,000,000 3,500,000 Salaries & Benefits 3,139,561 1,569,780 2,747,115 Full Time Salaries & Wages 3,055,831 1,527,915 2,673,852 Part Time Salaries & Wages 83,730 41,865 73,264 Professional Development & Recruiting 34,692 17,346 30,356 Professional Development Expenses 21,960 10,980 19,215 Recruiting Expenses 12,733 6,366 11,141 Strategic Partners/Consulting Expenses 196,172 98,086 171,651 Office Expenses 366,532 183,266 320,716 Rent & Utilities Expense 130,274 65,137 113,989 Telecommunications & Computers 79,026 39,513 69,148 General Office Supplies 25,337 12,669 22,170 Program Related Postage and Shipping 18,848 9,424 16,492 Program Related Printing and Copying 113,047 56,524 98,916 Travel & Events 228,993 114,496 200,369 ------Travel/Food/Lodging 156,546 78,273 136,978 Network Meetings, Teacher Trainings & Showcases 31,826 15,913 27,848 Team Building/Office Events/Other 40,621 20,311 35,543 Other Expenses 34,050 17,025 29,794 Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII-B, Question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee : Heart of Man Company, 1150 4th St. SW Unit 301 Washington , D.C. 20024 Amount of Grant(s): $50,000 Purpose of Grant: Support for Heart of Man Company, an organization devoted to teaching students entreprenuership and real life skills which propels them to create better lives for themselves and others. Reports: Heart of Man Company submitted full and complete reports of its 2016 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Exp. Resp. Annual Reports of Heart of Man Company 2) Heart of Man Company - Grant Budgets Charles and Lynn Schusterman Family Foundation Expenditure Responsibility Annual Report Since your Charles and Lynn Schusterman Family Foundation (CLSFF) grant is an Expenditure Responsibility grant, CLSFF is required to monitor the grant over the grant period as specified in the grant letter. This report is due each year perAhe schedule provided in the grant letter. a U. OD D Grantee Name ' / Total Grant Amount Year Grant Awarded Number of years for which grant is to be monitored Reporting Year for this as specified in Grant Letter Report 1h II^ ^\ ! - S W 301 V^/^t51n((!^k1an ^L^ _w ------3G^= 3S aas dreO- Telephone Grant Purpose. -1o suf ^r^ anoC ^v O^¢V^/^^ ^,^^,o^o^./Ca^awc^' cn c^ ^YSi»S /lP^aG^r^ / a ^i'1, Sfra-- M-^G^^1;%I i4 l S'i/S-^eh'rc iv! Ike a.n,1bi D^l n acv ^ i ' 1 s,x O,^ Progress made in accomplishing the grant purpose described above: ------ Itemization of expenditures made from grant funds, including salaries, travel and supplies (attach additional pages if more space is neea ea ): Grant funds received by the grantee during the year for which this report is submitted, $ Grant funds unspent as of the date of this report, $ Grantee asserts that it has made all expenditures in furtherance of the stated purpose of the grant. Grantee asserts that it has complied with all of het rms and conditions of the grant specified in the Grant letter signed by the Grantee and CLSFF dated I declare that I am authorized to sign this report on behalf of the above organization , that I have examined the foregoing statements and to the best of my knowledge they are true , correct and complete. BY: DATE: TITLE: r1^^^ Charles and Lynn Schusterman Family Foundation 625 Market St Suite 700 San Francisco , CA 94105 Heart of Man Company 11504"' St. SW Unit 301 Washington, DC 20024 October 5, 2016 Re: Giant Agreement Heart of Man Company Dear Mr. Noel- The Charles and Lynn Schusterman Family Foundation (The "Foundation") is interested in providing Heart of Man Company (the "Grantee") with a grant (the "Grant") in the amount of Fifty Thousand Dollars ($50,000.00) to support General Operating Capacity and Support The goals of this grant include: Support general operating expenses for Heart of Man in fiscal year ending ("FYE") December 31, 2016, and begin to develop operational capacity and systems needed to support organizational, administrative, and financial systems in the organization. The Grant shall he payable upon receipt by the Foundation of a copy of this Giant Agreement executed on behalf of the Grantee The Foundation is a private foundation under the United States Internal Revenue Code (the "Code") and must administer its grant program in accordance with the requirements of the Code and Treasury regulations. To satisfy those legal requirements, the Foundation must make grants only in furtherance of its exempt purposes The Grant is made only for the purpose stated above and, by accepting this Grant, the Grantee agrees to use the Grant funds only for such purpose. If, for any reason, funds are not being used for the purpose for which they were granted, such funds must be returned to the Foundation. If the Foundation becomes aware that the Grant funds are not being used for the purpose described above, the Foundation reserves the right to ask to be reimbursed for the amounts so diverted and will withhold any future grant payments. By accepting the Grant, the Grantee agrees to the following terms and conditions: 1. not to use the Grant or any income therefrom for any purposes other than the charitable and educational purposes for which the Grant was given and to repay to the Foundation any portion of the Grant not so used, 2. to maintain the Giant funds in a separate fund from which amounts will be expended solely for the purposes for which the Grant was made, 3. for a period of at least one year following the expenditure of all of the Grant funds, to preserve separate records with respect to the receipt and expenditure of such funds and to make them available for inspection by the Foundation if requested; 4. not to use the Grant or any income therefi om: (a) to attempt to influence legislation, by propaganda or otherwise (within the meaning of Section 4945(d)(1) of the Code), (b) to, directly or indirectly, participate in or intervene in any political campaign on behalf of, or opposition to, any candidate for public office (within the meaning of Section 4945(d)(2) of the Code), (c) to, without the Foundation's prior written approval, Hulce a giant to any individual for travel, study or other similar purposes, or to make a grant to any organization; or (d) to advance any purpose other than one specified in Section 170(c)(2)(B) of the Code. The Grantee further confirms and agrees that: Grantee will provide the following: (a) On or before October 15, 2016, a fully executed copy of this TOG, (b) On or before January 30. 2017, a Status Report containing an update of progress against the goals listed above, a grant budget and a detailed expenditure report; and (c) On or before March 30, 2017, a Final Report containing an update of progress against the goals listed above, a grant budget and a detailed expenditure report. 6. No goods or services were provided by the Grantee to the Foundation in consideration for the Grant. 7. Within 60 days of Grantee Fiscal Year closure, during which Grantee expended and/or held grant funds, Grantee will to the Foundation a report containing (1) a narrative report of what was accomplished by expenditure of the Grant Funds and (ii) a financial statement reporting expenditures according to the approved Grant budget Within 60 days 2 GrantSpend Targ et Summa Actual y i*„FY16a° ^ lb _^,.`-."w^^.^.>^',^-^^};:i5 -.^`- „S'p..,ki t','y`:,frFF:94`S1^OU^;D^'at• Dec Total Philanthropy Income $ 50,000 00 Salaries & Wages $20, 00000 -$9,15840 CORPORATE ACH 68868400014521X PATCHES INC PAYROLL ( 11/16/2016 $2,500 00 $2,500 00 CORPORATE ACH X68875900014128 PATCHES EIB INVOICE (11/17/2016) -$ 2890 -$2880 CORPORATE ACH 690561000034540 PATCHES INC PAYROLL (12/1/2016) $2,50000 -$2,50000 CORPORATE ACH X69083000016963 PAYCHEX EIB INVOICE (12/2/2016) -$ 3980 $3980 CORPORATE ACH 69302700015823X PATCHES INC PAYROLL (12/19/1( $4,000 00 -$4,000 00 CORPORATE ACH X69311700006073 PAYCHEX EIB INVOICE (12/20/ 16) -$89 80 -$89 80 CORPORATE ACH 69663800018320X PAYCHEX INC PAYROLL (1/13/17) CORPORATE ACH X69679100003901PAYCHEXEIB INVOICE (1/17/17) CORPORATE ACH 69870600035972X PATCHES INC PAYROLL CORPORATE ACH X69879400007340 PAYCHEX EIB INVOICE CORPORATE ACH 70068000000247X PAYCHEX INC PAYROLL CORPORATE ACH X70070200005331 PAYCHEX EIB INVOICE CORPORATE ACH 70291600005254X PATCHES INC PAYROLL CORPORATE ACH X70306700014691 PAYCHEX EIB INVOICE CORPORATE ACH 7047330001547OX PATCHES INC PAYROLL CORPORATE ACH X70480100041983 PSYCHES EIB INVOICE Admm Cost and Equipment $4,00000 -52,82450 ACH WEBSINGLE XXXXX9245 BERNSTEIN MANAGE RENTAL ( 11/15/2016 ) $ 1,412 25 -$ 1,412 25 ACH WEB5INGLE XXXXX9612 BERNSTEIN MANAGE RENTAL (12/7/16 ) -$1,412 25 -$1,412 25 ACH WEBSINGLE XXXXX9559 BERNSTEIN MANAGE RENTAL ( 1/9/17) CHECK L084713690 (2/10/17) CHECK L083539061 (3/13/17) ONLINE TRANSFER TO X XXXX9958 (1/9/17) Apple,pad SERVICE CHARGE PERIOD ENDING 02 /28/2017 (3/1/17) Marketing/ Events $2,00000 -$1,79049 FUNDS TRANSFER TO ACCT XXXXX9958 (12/5/2016) -$ 991 16 -$ 991 16 FUNDS TRANSFER TO ACCTXXXXX 9958 ( 12/9/16 ) $42704 -$42704 FUNDSTRANSFERTO ACCTXXXX%9958( 12/12 /16) -$37229 $37229 FUNDS TRANSFER TO ACCT XXXXX9958 (2/6/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/8/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/14/17) Travel/Transportation $1,50000 -$61029 FUNDS TRANSFER TO ACCT XXXXX9958 (11/30/2016) $11108 _S11108 FUNDS TRANSFER TO ACCT XXXXX9958 (12/1/2016) -S17306 $17306 FUNDS TRANSFER TO ACCT XXXXX9958 (12/2/2016) $9886 -$9886 FUNDS TRANSFER TO ACCT XXXXX9958 (12/6/2516) $12952 $12952 FUNDS TRANSFER TO ACCT XXXXX9958 (12/7/16) -S9777 -$97 77 FUNDS TRANSFER TO ACCT XXXXX9958 (2/7/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/9/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/10/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/15/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/16/17) FUNDS TRANSFER TO ACCT XSXXX9958 (2/17/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/21/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/23/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/24/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/27/17) FUNDS TRANSFER TO ACCT XXXXX9958 (2/28/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/1/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/2/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/3/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/6/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/7/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/8/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/13/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/14/17) Consultants/ Operations Support $5,00000 -$3,95800 ONLINE TRANSFER TO XXXXX9958 (11/17/2016) -S50000 -$50000 ONLINE TRANSFER TO XXXXX9958 (11/21/2016) $30000 -$30000 ONLINE TRANSFER TO XXXXX9958 (11/23/2016) -$25800 $25800 TEL XXXXX5104 0012 TRANSFER TO XXXXXX9958 (11/23/2016) -$50000 _S50000 CHECK 5502 026584414 (11/23/2016) $50000 $50000 ONLINE TRANSFER TO XXXXX9958(11/25/2016) -$10000 -$10000 ONLINE TRANSFER TO XXXXX9959 (11/28/2016) $20000 $20000 ONLINE TRANSFER TO XXXXX9958 (12/5/2016) -550000 -550000 ONLINE TRANSFER TO XXXXX9958 (12/8/16) $10000 $10000 CHECK 5506 085315119 (12/12/16) -$50000 -$50000 CASHEDCHECK 5509 047431964 (12/22/16) -S50000 $50000 CHECK L085043234 (1/17/17) CHECK L086205433 (1/19/17) CHECK 540526085503444 (1/24/17) ONLINE TRANSFER TO XXXXX9958 (1/24/17) CASHED CHECK 5514 051754046(1/27/17) CHECK 5518 084253635 (2/16/17) CHECK 5522 086457965 (2/21/17) FUNDS TRANSFER TO ACCT XXXXX9958 (3/9/17) Legal Fees $ 1,00000 $000 FUNDS TRANSFER TO ACCT XXXXX9958 (2/13/17) Cash Advance ( Cash Released on initial Deposit ) $4,000 CASH RELEASED ON INITIAL DEPOSIT (3/15/2017) EaMnaes TOW- - - - - $33,50000 -$22,34168 Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII- B, Question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee : The Management Center, 1710 Rhode Island Ave. NW Suite 1100, Washington , DC 20036 Amount of Grant(s): $65,000 Purpose of Grant: Support for The Management Center, the go-to resource on effective management for social change organizations, who has worked with more than 100 of the most influential progressive groups in the country and trained thousands of individual managers on the practices that help high-performing organizations deliver lasting results over time. Reports: The Management Center submitted full and complete reports of its 2016 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Exp. Resp. Annual Report of The Management Center The Management Turning good intentions Center into great results Julie Mikuta Charles and Lynn Schusterman Family Foundation 625 Market Street , Suite 700 San Francisco , CA 94105 January 26, 2017 Dear Julie, We continue to deeply appreciate the Charles and Lynn Schusterman Family Foundation's donation of $50,000 to further support The Management Center's (TMC's) educational equity work last year. In August 2016 we wrote you and committed to send a report on our work by March 31, 2017. As you may recall, since TMC is a 501(c)(3) private operating foundation', the IRS requires the Schusterman Foundation to exercise "expenditure responsibility." To help you fulfill that responsibility, we are providing you with our board-approved financial statements for FY2016 as projected at their annual meeting on December 13, 2016. Project specific information is included in our End of Year (EOY) narrative report. The grant you provided was expended exclusively for charitable and educational purposes as defined under Internal Revenue Code § 501 (c)(3). We did not use any of the funds to influence legislation or the outcome of any election, to carry on a voter registration drive, or to make grants to individuals for travel or study. The funds were kept in a separate bookkeeping account. Reports of receipts and expenditures under the grant, as well as copies of the report furnished to you, will be kept for your inspection upon reasonable request until March 31, 2020. Thank you again for your generosity and support of our work! All the best, Jerry Hauser Chief Executive Officer 1 We are also in the process of registering as a public charity and terminating our private foundation status. We know the Schusterman Foundation would prefer to exercise expenditure responsibility during this transition, but we are including our letter from the IRS in case it is also helpful to keep on file. Affiliation Schedule (continued) Name Address EIN (if any) Total ordinary income Check if foreign or loss partnershi p TCFI HUR LLC 2021 MCKINNEY AVENUE, SUITE 1200, DALLAS, TEXAS 75201 32-0401273 TCFI LARK LLC 2021 MCKINNEY AVENUE. SUI TE 1 2 00. DALLAS, TEXAS 75201 47-1354132 10/31/2017 4:12:40 PM 9 2016 Report Charles and Lynn Schusterman Family Foundation - 731312965 The Management Center Profit and Loss Budget vs. Actual 11/18/16 JANUARY THROUGH DECEMBER 2016 Actual Projected Total Jan - Oct'16 Nov- Dec'16 Jan - Dec'16 Budget % of Budget Ordinary Income/Expense Income 4000 - Contributed support 4010 - Indiv/business donations 375,000 00 140,000 00 515,000 00 487,500 00 1056% 4020 - Grants 215,000 00 75,000 00 290,000 00 50,000 00 5800% Total 4000 - Contributed support 590,000 00 215,000 00 805,000 00 537,500 00 1498% 4500 - Earned revenues 4520 - Training 1,840,318 00 245,000 00 2,085,318 00 1,316,837 00 1584% 4540 - Consulting Services 479,527 00 85,000 00 564,527 00 1,087,779 00 51 9% 4545 - Outsourcing services 196,164 00 40,000 00 236,164 00 296,885 00 795% 4550 - Sale of Materials 15,620 00 500 00 16,120 00 14,700 00 1097% 4555 - Rental income 725 00 0 00 725 00 1,000 00 725% 4560 - Royalties 3,627 87 3,018 00 6,645 87 3,00000 221 5% Total 4500 - Earned revenues 2,535,981 87 373,518 00 2,909,499 87 2,720,201 00 107 0% 4900 - Interest 7,05451 1,41090 8,46541 7,00000 1209% Total Income 3,133,036 38 589,928 90 3,722,965 28 3,264,701 00 1140% Expense 5010 -Accounting & admen fees 58,910 72 9,000 00 67,910 72 72,100 00 94 2% 5012 - Bad debt 0 00 0 00 0 00 5,000 00 0 0% 5014 - Bank charges 18,020 87 3,604 17 21,625 04 12,451 00 1737% 5015 - Books, subscriptions, reference 2,949 53 589 91 3,53944 3,000 00 118 0% 5020 - Computer expense 21,845 85 4,369 17 26,215 02 21,643 00 121 1% 5025 - Depreciation 0 00 45,724 00 45,724 00 34,000 00 134 5% 5030 - Equip rental & maintenance 5,193 43 -3,67731 1,516 12 6,38000 238% 5035 - Insurance - other 4,93375 986 75 5,92050 4,36700 1356% 5045 - Legal fees 4,42456 884 91 5,30947 4,00000 1327% 5046 - Licenses & fees 2,46300 492 60 2,95560 3,10000 953% 5049 - Marketing 3,390 00 678 00 4,068 00 3,000 00 1356% 5052 - Meeting costs 93,875 75 18,775 15 112,650 90 87,756 00 1284% 5055 - Miscellaneous expenses 214 80 0 00 214 80 5060 - Postage, shipping, delivery 14,966 16 2,99323 17,959 39 13,276 00 1353% 5065 - Printing & copying 60,386 85 12,077 37 72,464 22 53,431 00 1356% 5070 - Professional fees - other 218,025 37 58,605 07 276,630 44 168,700 00 1640% 5075 - Rent, parking, other occupancy 90,137 51 -463 50 89,674 01 103,644 00 865% 5080 - Supplies 17,081 89 3,416 38 20,498 27 17,277 00 118 6% 5081 - Taxes - federal 400 00 4,00000 4,40000 4,00000 110 0% 5082 - Taxes - state 0 00 4,000 00 4,000 00 4,000 00 100 0% 5085 - Telephone & telecommunications 14,837 41 2,96748 17,804 89 22,965 00 77 5% 5090 - Temporary help 4,65299 6,30500 10,957 99 1,00000 1,0958% 5095 - Training & professional dev 125 00 25 00 150 00 4,37900 34% 5099 - Utilities 2,917 20 583 44 3,50064 4,200 00 83 3% 5100 - Salaries & related expenses 5110 - Salaries & wages 1,559,182 96 382,866 67 1,942,049 63 2,217,606 00 87 6% 5120 - Pension plan contributions 78,004 03 19,143 33 97,147 36 110,880 00 876% 5130 - Employee benefits 109,971 91 36,000 00 145,971 91 160,776 00 908% 5140 - Payroll taxes 114,138 83 22,972 00 137,110 83 157,298 00 872% Total 5100 - Salaries & related expenses 1,861,297 73 460,982 00 2,322,279 73 2,646,560 00 87 7% 5200 - Travel & meetings expenses 5210 - Meals & Entertainment 26,149 36 5,22987 31,379 23 39,740 00 790% 5220 - Travel & lodging 166,752 40 33,350 48 200,102 88 129,500 00 154 5% 5230 - Conference, etc 1,65000 330 00 1,98000 1,50000 1320% Total 5200 - Travel & meetings expenses 194,551 76 38,910 35 233,462 11 170,740 00 136 7% Total Expense 2,695,60213 675,82918 3,371,43131 3,470,969 00 971% Net Ordinary Income 437,434 25 -85,900 28 351,533 97 -206,268 00 -1704% Net Income 437,434 25 -85,90028 351,533 97 -206,26800 -1704% The Management Center Balance Sheet Standard PROJECTED DECEMBER 31, 2016 Projected Dec 31, 16 ASSETS Current Assets Checking/Savings 1025 - Cash - Capital One Savings 251,045 51 1035 - Cash - Vanguard Prime MM 249,762 84 1040 - Cash - Vanguard Brokerage 1,972,000 00 1045 - Cash - BB&T Checking 254,124 50 1050 - Paypal 3,563 74 Total Checking/Savings 2,730,496 59 Accounts Receivable 1110 -Accounts receivable 489,761 62 Total Accounts Receivable 489,761 62 Other Current Assets 1112 - Grants/pledges receivable 155,000 00 1130 - Prepaid Expenses 29,363 81 1400 - Deposits 8,980 17 Total Other Current Assets 193,343 98 Total Current Assets 3,413,602 19 Fixed Assets 1500 - Furniture, fixtures, & equip 66,595 50 1510 - Leasehold improvements 93,408 02 1520 - Website 37,044 00 1550 -Accum deprec- furn,fix,equip -151,73637 Total Fixed Assets 45,311 15 TOTAL ASSETS 3,458,913 34 LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2000 -Accounts Payable 49,816 30 Total Accounts Payable 49,816 30 Other Current Liabilities 2100 - Payroll Liabilities 53949 2105 -Accrued vacation 15,313 04 2120 - 403(b) Contributions Payable 11,310 76 2130 - Flex Spending Acct Liability 14,027 57 2150 - Deferred revenue 138,621 00 Total Other Current Liabilities 179,811 86 Total Current Liabilities 229,628 16 Long Term Liabilities 3500 - Deferred rent 19,350 35 3610 - Capital Lease - Long term 4,695 03 Total Long Term Liabilities 24,045 38 Total Liabilities 253,673 54 Equity 3010 - Unrestrict Fund Balance 2,853,705 33 Net Income 351,534 47 Total Equity 3,205,239 80 TOTAL LIABILITIES & EQUITY 3,458,913 34 The Management Turning good intent i ons Center into great results Update to Charles and Lynn Schusterman Family Foundation January, 2017 Context: In this report we will provide an update on 1) our progress toward goals and 2) our 2016 spending and budget for 2017 and 3) cost per unit measures (per your request). Goals: The Charles and Lynn Schusterman Family Foundation provided a grant to The Management Center to launch an educational equity sector practice with the following goals: 1. By end of 2016, measurably improve the management practices of 25 organizations focused on educational equity, with a particular focus on transforming the practices of a select group of at least 5 up-and-coming organizations/leaders 2. By end of 2016, expand our reach by training 1,000 individual educational equity sector managers 3. Reach financial sustainability by 2017 Results (2015 & 2016) Goal Result Detail Italics- through our sister organization TMAC Measurably improve the 17 (*3) 1. Capital City Public Charter management practices of School 2.. Center for American organizations focused Progress, Education Policy on educational equity, with 3. Charter Board Partners a particular focus on 4. Public Square Partnership transforming the 5. Hiawatha Academies 6. Office of the Oakland, CA management practices of a Director of Education select group of at least 5* 7. PIE Network up-and-coming 8. 50CAN National 9 South Carolina CAN organizations/leaders 10. Educators for Excellence, Chicago 11. Office of the State Superintendent of Education, Washington, DC 12 Anonymous Foundation* 13. Families for Excellent Schools* 14. Murmuration* 15. Phoenix Collegiate Charter Schools 16. Innovate Public Schools 17. In Site Solutions In addition to meeting our bar for measurable organizational progress above, we also coached individuals at the following organizations: 18. Achieve, Inc 19. ConnCAN 20. Education Forward DC 21. Ingenuity Prep Public Charter School 22. KIPP NYC 23. Leadership for Educational Equity 24. GA CAN 25. Charles and Lynn Schusterman Family Foundation , Education 26 TN CAN We are starting 2017 , with new clients and warm prospects: New client. • National Alliance for Public Charter Schools Active Pipeline • Democrats for Education Reform • Latinos for Education • Springboard Collaborative • Teach For America Idaho Expand our reach by Over 1800 Organizations/Schools/Districts training 1 , 000 individual that brought us in-house in 2016 educational equity sector to facilitate management trainings managers include (non-exhaustive): • Non-Profits: o ANet o Ed Pioneers o TFA (Executive Directors) • Charters: o Academy of Hope o Maya Angelou o UP Education Network o KIPP (several) o Uncommon Schools • School Districts: o Dallas ISD o DCPS o SFUSD • Other- o DC Public Charter School Board o NJ Department of Education o OSSE (DC) o U.S. Department of Education, Office of Civil Rights Reach financial On track; we covered 84% See detailed breakdown and sustainability by 2017 of education sector costs analysis below. through earned revenue this year and we are on- track to cover 100% in 2017 (see Appendix A for 2017 budget detail) Analysis of our results We far exceeded the number of educational equity sector managers trained vs. our goal. There is an enormous active and potential market for our crash-course training and meeting the demand advances both impact and financial sustainability goals. • We are ahead of where we thought we would be in covering a majority of education sector expenses with earned revenue from education sector coaching and in-house training clients (84% vs. 80%). Our 2017 budget for our educational equity sector work has us covering 100% of costs through earned revenue. (Translation: we will not be asking you for any more money. O) • We are behind where we wanted to be in our goals for organizational-level impact but we have grown coaching demand and expanded our team in order to have more impact next year and beyond. More detail: o We were experimenting with a new, less resource-intensive, tactic for achieving organizational level impact (training followed up with light but targeted coaching) and the person leading this work was recruited mid-year back to her former employer (ANet) to work as their Chief Talent and Equity Officer. o In a few cases, we've made the decision to stay on and even go deeper with highly strategic, high will/skill clients even after they've met our bar for impact. o We are extremely excited about having hired three new staff in the last several months (two of whom are people of color). See bios in the appendix for more information about them. One will lead and innovate our training work within the education sector, in addition to coaching clients herself, and she will continue to experiment with new methods for achieving greater (and more efficient) impact through a combination of training and coaching services. o Our current active coaching pipeline (detail in the chart above) includes some highly strategic organizations, most led by leaders of color. Other notable 2016 TMC achievements The Management Center overall continued to earn very high satisfaction rates. While the anonymous nature of the survey means we can't slice the results by sector, our education sector clients are included in these results. With a 69% response rate: o 100% of coaching clients were either "highly satisfied" or "satisfied" (the top two choices on a 7-pt scale), with 86% reporting that they were "highly satisfied"; there were no negative gaps in satisfaction by race/ethnicity o 90% of coaching clients "strongly agree " (top choice out of 7) that they would recommend TMC to a friend interested in receiving management assistance Summary of our Projected Expenses, Revenue and Funding Needs Our current EOY 2016 projections* show us below (-7% assuming we restore our reserve to $30,000) our revised (as of May) projected expenses, and also below (-3%) our revised projected revenue. Taken together, this puts us ahead of where we thought we would be in covering education sector expenses through earned revenue (84% vs. 80%). This means we needed $106,000 to cover our education sector expenses this year (see detail below). We plan to cover the majority of these expenses by applying your generous roll-over gift from 2015 ($40,000) and the 2016 gift ($50,000). We did secure an additional funder at $50,000 and can cover the remainder with that grant. In addition, the funder has approved our request to use the remaining $34,000 toward further building our reserve. *These are estimates as of 11 /16/16. Our books will not officially close on 2016 until February 2017 4 Expense Detail--2016 --- ` ------T-----2016 Projected -{ ------(in May 2016 report to i 2016 Actual and 2016 Expens e Detail 20 16 Budget Schustermon) Projected % Senior Partner, fu lly loaded $210,0001 $160,378! $160,3221 % Partner, fully loaded $131,0001 $138,311 $108,741 i% Partner, beg in March - -- ' $75,0001 $75,0001 $31,621 ------{% Partner, beg in April $121,000 $80,000; $86,335 Other Coaches (time spent on education sector co aching) $0 $0: $761! ;Training Adjuncts (time spent on education sector trainings) 0! $01 $7,0001 {Training Team Trainers (time spent on education sector trainings) $56,000 $30,6671 $30,473, Training Team Support Staff (time spent on education sectortrainings) $9,000' $19,758! $22,371 Ed Sector Team Support Staff (beginning in July) $30,000; $0, $0, TMC Admin, Knowledge, and Hiring Staff - - - $48,000 $72,238 $45,752 CEO management time $38,000 $39,008' $41,165, G&A $35,000' $27,210 $37,739 Postage $2,000! $1,569 $99 Printing (includes books) $8,000; $5,328 $16,048 Supplies $300 $1 , 554' $2 , 701 Travel - meals $8,000, $4,337 $2,084 Travel -transportation and lodging $26,000 $28,7311 $28,448; ------j ------r- -- Reserve - $30,000! $15,000 $30,000: TOTAL EXPENSE $827,300 $699,090 651,661! Revenue Detail--2016 2016 Projected (in May 2016 report to 1 2016 Actual and 2016 Revenue Deta il 201 6 Budget Schustermon) i Projected .Senior Partner $145,000- $96,000 $88,000 Partner $216,0001 $265,300 $227,3501 1/2 Partner, beg in Mar - ^'- - - $57,000: $57,000, $40,600; Partner, beg in August I $117,000; $43,000; $71,705 Other Coaches (revenue from education sector coaching) - - $0 $01 $9,000 Training Adjuncts (revenue from in-house education sector trainings) $0+ $0, $1,7001 Training Team (revenue from in-house education sector t rain i ngs ) $120, 0001 $92 , 000 ! $89 , 5001 Books $7,000 $ 3,600 $3,175 - - - - Sale of materials ( management workout) $3,0001 $4,750 ; $ 14,250! TOTAL REVENUE $665,000 ; $ 561,650' $545,280' Deficit ( Funding needed ) -$137440; -$106381, Cost Per Unit • Training expense per person trained: $243. This is for all of TMC and is based on Jan- Sept, 2016. • Coaching expense per person/org coached: this is highly variable since we coach different people and different organizations at different levels of intensity and with different coaches. That said, taking a sample of five 2016 education sector clients, the range was $1500 - $2100 per month per person coached and $4100 - $8400 per month per organization. These figures are roughly right but have not been audited. 6 Appendix A: 2017 Budget Detail 2017 Projected Expense Detail 2017 Budget Bank costs $2081 Meeting costs 1 $2,400 Printi ng & co pying $15,914 Postage , shipping & d e livery $10,7 501 Suppli es $2,314 ! ------[Professional costs $17,000; !Share of operat i ng costs $71 , 638 Management and admin cost - - - - I-- $145,500; r,Training------team costs ------$17,408 Fully loaded salary costs $776,991 i, Travel costs $77,5221 I Reserve 34,000, !TOTAL EXPENSE ------i $1,171,646 2017 Projected Revenue Detail 2017 Budget Grants (roll over) $34,000 Scholarship fund $0 Training $549,333 Training team doing ed sector - - - - k $52,225 !Coaching $547,625 TOTAL REVENUE $1,183,183' TOTAL NET - ! _ Y - - $11,537 Appendix B: New Staff Bios Andrea Pursley, Partner (started June, 2016) Andrea's passion is building the leadership capacity to deliver on promises to children and families, whether in classrooms, schools, or nonprofits. As a sixth-grade teacher in Phoenix, Arizona, she was inspired by her students' courage to dream and their extraordinary persistence in the face of challenges. Since then, she has served in multiple senior leadership roles at Teach For America locally and nationally, including executive director, vice president of regional operations, and executive vice president of alumni affairs. Most recently, she led the team running Teach For America's 15,000-person 25th Anniversary Summit event. Andrea, her husband Brian, and their children, Eddie, Ruby, and John, live in the Rocky Mountains west of Denver, where they enjoy family outdoor adventures, sports, and lots of children's literature. Tamara Osivwemu, Vice President (started Jan, 2017) Tamara recognized her passion for social justice and educational equity through her early work with foster youth. After leading school-based programs in Oakland, her drive to effectively serve youth and families strengthened her passion for helping others realize their individual and collective impact. Tamara has led results-oriented teams in a variety of roles at Citizen Schools, a nonprofit engaging more than 5,000 students in apprenticeship learning. Most recently she served as the Director of Diversity and Inclusion, where she led training institutes for new managers and a national working group focused on ensuring equitable practices for all staff. Outside of work, Tamara stays busy as a wife, a mom of two, and a board member at the Village Community Resource Center in Brentwood, Ca. She holds a B.A. in Psychology and African-American Studies from the University of California, Davis and an M.S. in Educational Leadership from California State University, East Bay. Shawna Wells, Partner (starting spring, 2017) Note: Shawna has not yet transitioned from BES and is still in the process of letting people know; please don't share Shawna Wells joined BES in 2013, serving as Director of Leadership Development to support new BES schools. In 2015, Shawna was named Director of The Network, leading its design and working closely with high-achieving BES schools to examine and improve the quality growth of their organizations. Shawna previously served as founding Principal at KIPP West Philadelphia Preparatory Charter School, where she hired, trained, and managed all school staff and led the founding class to 90% proficiency in math and 65% proficiency in reading on state assessments. Shawna also served as an Executive Leadership Coach for the KIPP Foundation after beginning her career in education as a Teach For America Corps member. Shawna received an M.Ed. in Curriculum and Instruction from the University of Nevada, Las Vegas, M.Ed. in Leadership and Administration from National Louis University, and B.A. in English and Education from the University of Vermont. Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII-B, Question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee : Public Impact, 405A East Main Street Carrboro, NC 27510 Amount of Grant(s): $100,000 Purpose of Grant: Support for Public Impact, an organization devoted to finding, developing, retaining, and expanding the impact of great teachers and leaders vital to operating great charter schools and school districts. Reports: Public Impact submitted full and complete reports of its 2016 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Exp. Resp. Annual Report of Public Impact 2) Public Impact - Grant Budgets Charles and Lynn Schusterman Family Foundation Expenditure Responsibility Annual Report Since your Charles and Lynn Schusterman Family Foundation (CLSFF) grant is an Expenditure Responsibility grant, CLSFF is required to monitor the grant over the grant period as specified in the grant letter. This report is due each year per the schedule provided in the grant letter. Public Impact $200,000 Grantee Name Total Grant Amount 2016 2 2016 Year Grant Awarded Number of years for which grant is to be monitored Reporting Year for this as specified in Grant Letter Report 405A East Main Street, Carrboro, NC 27510 919-240-7955 Address Telephone Grant Purpose: fro support the Opportunity Culture Initiative Progress made in accomplishing the grant purpose described above: See attached Final Narrative Repor Itemization of expenditures made from grant funds, including salaries, travel and supplies (attach additional pages if more space is needed): Personnel - $ 196,905.62 T ravel - $3,115.47 Grant funds received by the grantee during the year for which this report is submitted, $ 100,000 Grant funds unspent as of the date of this report, $ 0 Grantee asserts that it has made all expenditures in furtherance of the stated purpose of the grant. Grantee asserts that it has complied with all of the terms and conditions of the grant specified in the Grant letter signed by the Grantee and CLSFF dated July 14, 2016 I declare that I am authorized to sign this report on behalf of the above organization, that I have examined the foregoing statements and to the best of my knowledge they are true, correct and complete. BY: DATE: 10/10/17 TITLE: Co-Director Public Impact Schusterman 16-17 Project Budget vs. Actual Expenditures Remaining Contractors Design and Personnel Travel Event Layout Total Personnel Travel Total Starting budget * n/a n/a n/a n/a n/a $195,000.00 $5,000.00 $200,000.00 Thru July 2016 $3,030.75 $3,030.75 $191,969.25 $5,000.00 $196,969.25 Aug 2016 $9,045.15 $9,045.15 $182,924.10 $5,000.00 $187,924.10 Sep 2016 $15,422.50 $15,422.50 $167,501.60 $5,000.00 $172,501.60 Oct 2016 $21,582.25 $1,311.95 $22,894.20 $145,919.35 $3,688.05 $149,607.40 Nov 2016 $15,964.70 $152.28 $16,116.98 $129,954.65 $3,535.77 $133,490.42 Dec 2016 $15,378.00 $50.76 $15,428.76 $114,576.65 $3,485.01 $118,061.66 Jan 2017 $32,443.50 $822.61 $33,266.11 $82,133.15 $2,662.40 $84,795.55 Feb 2017 $25,386.45 $777.87 $26,164.32 $56,746.70 $1,884.53 $58,631.23 Mar 2017 $21,920.30 $21,920.30 $34,826.40 $1,884.53 $36,710.93 Apr 2017 $17,272.50 $17,272.50 $17,553.90 $1,884.53 $19,438.43 May 2017 $14,209.25 $14,209.25 $3,344.65 $1,884.53 $5,229.18 Jun 2017 $5,396.00 $5,396.00 ($2,051 35) $1,884.53 -$166.82 Interest Earned $21.09 Total** $197,051.35 $3,115.47 $0.00 $0.00 $200,166.82 -$145.73 * Grant agreement includes no line item budget for personnel. PI budgeted for personnel and travel within this overall total. ** Schusterman grant and interest covered all travel expenses and $196,905.62 of personnel expenses. Public impact covered the remaining $145.73 of personnel expenses. Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII-B, Question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee : ROI Community Inc., a private operating foundation , 110 West 7th Street Suite 2000, Tulsa OK 74119 Amount of Grant(s): $550,000 Purpose of Grant: Support for ROI Community Inc., an organization collaborating with others to support and operate high-quality education, identity development, and leadership training. Reports: ROI Community Inc. submitted full and complete reports of its 2016 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Grant Report of ROI Community Inc., a private operating foundation 2) Schedule of Payments to Grantee 3) Schedule of Grantee Expenditures Grant Report of ROI Community Inc. 110 West 7`h Street, Suite 2000, Tulsa, OK 74119 In accordance with the Grant Agreement between the Charles and Lynn Schusterman Family Foundation ("CLSFF") and ROI Community Inc., a private operating foundation (the "Grantee "), the Grantee makes the following statement: In connection with the grant from CLSFF to the Grantee in the amount of Five Hundred Fifty Thousand ($550,000.00) US Dollars received by Grantee during calendar year 2016 (the "Grant"): The Grant funds have been used as follows: To support the administrative, grantmaking and programmatic expenses of delivering leadership training programs to over 300 individuals during 2016. Expenditure schedule attached. 2. The Grantee has made expenditures, prior to the close of its most recent fiscal year, totaling Thirteen Million Six Hundred Seventy-eight Thousand Nine Hundred Forty-five and 87/100 ($13,678,945.87) US Dollars, which amount is not less than the sum of: (a) the total amount of the Grant; plus (b) five percent of the fair market value of the Grantee's assets during the fiscal year in which the Grant was made that are not used or held for use directly in carrying out its charitable purposes. All remaining unexpended funds will be disbursed prior to December 31, 2017. Grants received from other U.S. private foundations during the taxable year in which the Grant was made were distributed but those amounts are reported separately. 3. Neither the Grant nor any income therefrom was used for any purposes other than the charitable, religious and educational purposes for which the Grant was given. 4. Neither the Grant nor any income therefrom has been used: (a) to attempt to influence legislation, by propaganda or otherwise; or (b) to, directly or indirectly, participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office; or I declare that the foregoing and any supporting documents are true and correct to the best of my knowledge. ROI COMMUNITY, INC. By: Alan'a Hughes Title: COO Date: 1 November, 2016 71 Crharlule of Pavmantc M Grantee Date Paid Name Purpose Request ID Amount 12/21/2016 ROI Community, Inc Operations, Program Development and Deliver Grantmaking 9693 05 $300,000 00 12/28/2016 ROI Community, Inc Operations, Program Development and Deliver Grantmaking 9693.05 $250,000 00 Total $550,000.00 3) Schedule of Grantee Expenditures Program and Grantee Distribution Payee Organization Payment Amount American Jewish Joint Distribution Committee (JDC) $448,000 00 Aspen Institute $50,000 00 Association Jewpop $1,300 00 BAYIT - Gardening the Future $1,300.00 Bet Debora e V. $7,000 00 Cukunft Jewish Association $1,300.00 Cultural and Educational Society - Migrash Baltic $1,300.00 Jakab Glaser Memorial Foundation $7,000.00 Jewish Community Republic of Moldova $7,000.00 Jewish Funders Network $15,000.00 Jewish National-cultural Autonomy - Resource Center (St. Petersburg Public Org) $7,000 00 Jewish Youth Club Mishpacha Gedolah $1,300 00 JUSI-Jewish Ukrainian Social Initiative $10,000.00 Kharkiv Regional Charitiable Foundation for Education and Scientific Initiatives (KFESI) - Shaalavim $1,300 00 Nesharim - "Vulturas" $13,000.00 Leadership Tier/Program Support** $1,256,094 15 REALITY Tier/Program Support*** $5,527,768.39 REALITY Tier/Program Support*** $263,400.00 ROI Community - Israel* $3,200,000 00 ROI Community $2,622,583 33 Schusterman Foundation - Israel $220,300 00 Sighet Cultural Foundation $5,000 00 Vitebsk Jewish Community "Atikva" $12,000 00 ITotal $13, 678,945.87 * ROI Community - Israel is an extension of ROI Community Inc's programs **Leadership Tier is an extension of ROI Community Inc's programs ***REALITY Tier is an extension of ROI Community Inc's programs Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII-B, Question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee: Schusterman Foundation - Israel, 7 Derech Beit Lechem Street Baka , Jerusalem 93553 Amount of Grant(s): $474,539 $12,603,285 $66,970 Purpose of Grant: Support for Schusterman Foundation - Israel, an organization established to promote and support ventures and projects that strengthen the social fabric of Israel, including but not limited to projects involved in education, culture, the environment and religious pluralism. Reports: Schusterman Foundation - Israel submitted full and complete reports of its 2016 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Grant Report of Schusterman Foundation - Israel, a registered Amutah 2) Schedule of Payments to Grantee 3) Schedule of Grantee Expenditures Grant Report of the Schusterman Foundation - Israel, a registered Amutah 7 Derech Beit Lechem Street, Baka, Jerusalem 93553 Israel In accordance with the Grant Agreement between the Charles and Lynn Schusterman Family Foundation ("CLSFF") and the Schusterman Foundation - Israel (the "Grantee "), the Grantee makes the following statement: In connection with the grant from CLSFF to the Grantee in the amount of Thirteen Million One Hundred Forty-four Thousand Seven Hundred Ninety-three and 95/100 ($13,144,793.95) US Dollars received by Grantee during calendar year 2016 (the "Grant"): 1. The Grant funds have been used as follows: To support the 2016 grant making activities and administrative costs associated with monitoring grant performance to advance the purposes of the Schusterman Foundation - Israel (the "Amuta"), an Israeli not-for-profit corporation, established to promote and support ventures and projects that strengthen the social fabric in Israel, including but not limited to projects involved in education, in culture, in the environment and in religious pluralism. The schedule of grant payments is attached. 2. The Grantee has made expenditures , prior to the close of its most recent fiscal year, totaling Twelve Million Nine Hundred Ninety-nine Thousand Two Hundred Seventy-six and 77/100 ($12,999,276.77) US Dollars, which amount is not less than the sum of. (a) the total amount of the Grant; plus (b) five percent of the fair market value of the Grantee's assets during the fiscal year in which the Grant was made that are not used or held for use directly in carrying out its charitable purposes. All remaining unexpended funds will be disbursed prior to December 31, 2017. Grants received from other U.S. private foundations during the taxable year in which the Grant was made were distributed but those amounts are reported separately. Neither the Grant nor any income therefrom was used for any purposes other than the charitable, religious and educational purposes for which the Grant was given. 4. Neither the Grant nor any income therefrom has been used: (a) to attempt to influence legislation, by propaganda or otherwise; or (b) to, directly or indirectly, participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office; or I declare that the foregoing and any supporting documents are true and correct to the best of my knowledge. SCHUSTERMAN FOUNDATION - ISRAEL By: David Gappell Title: Managing Director Date: 26 October 2017 2) Schedule of Payments to Grantee Date Paid Name Project Title Grant ID # Payment Amount 1/13/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $765,000.00 1/13/2016 Schusterman Foundation - Israel SFI Grants 2016 12092.00 $10,000.00 1/20/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $150,000.00 1/20/2016 Schusterman Foundation - Israel SFI Grants 2016 9438.05 $236,000.00 2/3/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $700,000.00 3/2/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $56,000.00 3/23/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $45,000.00 3/23/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $25,000.00 4/6/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $1,225,000.00 4/6/2016 Schusterman Foundation - Israel SFI Grants 2016 9438.05 $205.77 4/6/2016 Schusterman Foundation - Israel SFI Grants 2016 9438.05 $120,000.00 5/11/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $350,000.00 5/18/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $30,000.00 6/2/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $3,375,000.00 6/8/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $480,000.00 6/29/2016 Schusterman Foundation - Israel SFI Grants 2016 9436 05 $250,000.00 7/6/2016 Schusterman Foundation - Israel SFI Grants 2016 9436 05 $30,000.00 7/6/2016 Schusterman Foundation - Israel SFI Grants 2016 9438.05 $185,000.00 8/3/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $45,000.00 8/17/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $90,000 00 8/24/2016 Schusterman Foundation - Israel SFI Grants 2016 9436.05 $95,000.00 8/31/2016 Schusterman Foundation - Israel SFI Grants 2016 9436 05 $1,700,000.00 9/21/2016 Schusterman Foundation - Israel SFI Grants 2016 9436 05 $1,000,000.00 10/5/2016 Schusterman Foundation - Israel SFI Grants 2016 9436 05 $119,000.00 12/31/2016 Schusterman Foundation - Israel SFI Grants 2016 118 42 00 $66,970.18 10/19/2016 Schusterman Foundation - Israel SFI Adminstrative 2016 9436 05 $1,441,618.00 12/21/2016 Schusterman Foundation - Israel SFI Adminstrative 2016 9436.05 $555,000.00 Total I T- $13,144,793.95 3) Schedule of Grantee Expenditures Payee Organization Program Area Payment Amount American Jewish Joint Distribution Committee Teach First Israel (TFI) Service $111,90000 Bayit LeKol Yeled Program for Excellence Child Maltreatment $45,000 00 Bayit L'Kol Yeled (BILY) , A Home for Every Child In Israel Program of Excellence Child Maltreatment $30,000 00 Big Brothers Big Sisters of Israel Program Support Service $75,000 00 Big Brothers Big Sisters of Israel Widening the Circle Service $25,000 00 Efshar Association Establishment of 2 Beit Lynn Centers - Netanya and Tzfat Child Maltreatment $480,000 00 Ha Aguda - The Israeli National LGBT Task Force Policy Conference for the LGBTQ Community Israel General Development $40,000 00 Hand in Hand Center for Jewish-Arab Education in Israel Hand In Hand Matching grant Service $50,000 00 Hillel - HaAguda Le Yotzim LeShe'ea Crisis Intervention Services for Young Adults from Haredi Backgrounds without Family Support Child Maltreatment $10,000 00 Hoshen- Education & Change "Training seminars for LGBT Leaders" Israel General Development $25,000 00 IGY - Israel Gay Youth (formerly - Kamoni Kamocha) Expansion of Gap Year Service Program Israel General Development $30,300 00 Israel Museum Director's Circle Support 2015 Jerusalem Renewal $150,000 00 Israel National Council for the Child General Support Child Maltreatment $118 00 Israel National Council for the Child General Support Grant 2015 Child Maltreatment $40,000 00 Israel National Council for the Child General Support Grant 2016 Child Maltreatment $60,000 00 Jerusalem Open House Strengthening LGBTQ Community in Jerusalem Israel General Development $55,000 00 Jerusalem Season of Culture (JSoc) JSOC 2016 Jerusalem Renewal $3,052,500 00 Jerusalem Village Jerusalem Village Programs Jerusalem Renewal $30,000 00 Keren Baktana Keren Baktana-Giving Circle for Teens Service $10,000 00 Oleh Records Tune In Tel Aviv Service $20,000 00 Ore to Excellence Ore to Excellence - Go BIG Service $25,000 00 Out for Change Research Paper for Ex-Haredi Initiative Israel General Development $25,000 00 Private Supervision for the Advancement of Judaism in Israel Private Supervision Service $30,000 00 Reut Institute Program Support Service $25,000 00 Reut Institute TOM Tikkun Olam Makers Service $300,000 00 ROI Community - Israel Talma -- 2016 & 2017 Israel Programs $250,000 00 Schusterman Foundation - Israel Administrative Support General Operating Support $816,358 77 Tevel b'Tzedek Tevel BeTzedek - Long Term Service Program Service $98,100 00 Tevel b'Tzedek Tevel Fellowship- Long Term Service Service $90,000 00 The Haruv Institute Haruv Childrens Academic Campus Child Maltreatment $2,700,000 00 The Haruv Institute Haruv Children's Academic Campus - Bridge Loan Child Maltreatment $2,000,000 00 The Haruv Institute Haruv Operations 2016 Child Maltreatment $2,300,000 00 Yad Rachel Therapeutic and Educational Center The Shira Project Israel Education $69,000 00 Yael Dekelbaum Womens March Video Clip Shared Society $10,000 00 Total $12,999,276.77 Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PP Part Vll-B, question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee: Ramah in the Rockies, 300 S Dahlia Street #205 Denver, CO 80246 Amount of Grant(s): $36,000 Purpose of Grant: Support for Ramah in the Rockies, a summer camp organized to nurture the character development of Jewish youth by providing them the opportunity to challenge themselves physically, intellectually and spiritually. Reports: Ramah in the Rockies submitted full and complete reports of its 2015 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Exp. Resp. Annual Report of Ramah in the Rockies Charles and Lynn Schusterman Family Foundation Expenditure Responsibility Annual Report Your grant from the Charles and Lynn Schusterman Family Foundation (CLSFF) requires CLSFF to administer Expenditure Responsibility throughout the term of the grant as specified in the grant agreement. This report is due each year per the schedule provided in the grant agreement. Ramah in the Rockies $126,000.00 Grantee Name Total Grant Amount 2016 3 2016 Year Grant Awarded Number of years for which grant is to be monitored Reporting Year for this as specified in Grant Letter Report 300 S. Dahlia Street, Suite 205, Denver, CO 80246 303-261-8214 Address Telephone uranL rurpose: Support for new program that creates an off-season program, called Nesiya, for young Jewish adults in the growing failure to launch demographic. Failure to launch includes young men and women who need additional support and therapeutic intervention to navigate into adulthood. Treatment uncovers issues preventing the young adult from moving forward, identifies needed skills, and determines a course of action to gain the necessary tools to live productive lives connected to friends and family. ss made in accomgIisfIng the grant purpose described above: Over the past year, Ramah in the Rockies has moved BaMidbar Wilderness Therapy (formerly known as Nesiya), from an idea to a reality. BaMidbar will open in January, 2018, and will serve 12-24 Jewish young adults struggling with substance-use, trauma, mental health issues, and a failure to successfully launch into adulthood. BaMidbar Wilderness Therapy uses wilderness and adventure-based experiences as a vehicle to promote therapeutic growth of students, in a process guided and directed by a licensed mental health professional Program activities include backcountry travel and wilderness and group living experiences, during which clinical assessment, treatment planning, and clinical interventions take place Students will have individual, group, and family therapy sessions, and participate in activities that foster social growth and positive relationships. The wilderness environment and group living provides a safe and controlled opportunity to apply therapeutic concepts to real-life situations. Through integration of Jewish metaphor, storytelling, and traditions throughout the program, BaMidbar students explore their personal meaning, values, and purpose through a Jewish lens. Program development tasks included hiring a full-time program director, defining target demographic, identifying program outcomes and refining the program model. BaMidbar has hired clinicians, developed curriculum and outcomes measures, and developed website and marketing materials. BaMidbar's inaugural season will run from January to May 2018. Itemization of expenditures made from grant funds, including salaries, travel and supplies (attach additional pages if more space is needed): Program Development (hiring program director) $20,000.00 Wilderness and clinical consultants $6400.00 Website development $2300.00 Development print material (graphic designer and printing) $5200.00 Travel $1200.00 Non-Violent Crisis Intervention "Train the Trainer" Certification (allows us to provide $900.00 non-violent crisis intervention training in-house) Total: $36,000.00 Grant funds received by the grantee during the year for which this report is submitted, $ 36,000.00. Grant funds unspent as of the date of this report, $ 0.00. Grantee asserts that it has made all expenditures in furtherance of the stated purpose of the grant. Grantee asserts that it has complied with all of the terms and conditions of the grant specified in the Grant letter signed by the Grantee and ROI dated I declare that I am authorized to sign this report on behalf of the above organization, that I have examined the foregoing statements and to the best of my knowledge they are true, correct and complete. BY: Rabbi Eliav Bock (signed electronically, 10/27/2017) DATE: 10/27/17 TITLE: Executive Director Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII-B, Question Sc on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee: Maimonides Applied Reseach Center, 1350 Broadway, Suite 2101 New York, NY 10018 Amount of Grant(s): $100,000 Purpose of Grant: Support for Maimonides Applied Reseach Center, an organization devoted to the research and development of education and Jewish identity in North America and Israel. Reports: Maimonides Applied Research Center submitted full and complete reports of its 2016 expenditures relating to the grant. The reports reflected that the grant was properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the grant was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Exp. Resp. Annual Report of Maimonides Applied Reseach Center Charles and Lynn Schusterman Family Foundation Expenditure Responsibility Annual Report Your grant from Charles and Lynn Schusterman Family Foundation (CLSFF) requires CLSFF to administer Expenditure Responsibility throughout the term of the grant as specified in the grant agreement . This report is due each year per the schedule provided in the grant agreement. Maimonides Applied Research Center / Maimonides Fund, LLC $100,000.OOUSD Grantee Name Total Grant Amount 2016 Three years 2016 Year Grant Awarded Number of years for which grant is to be monitored Reporting Year for this as specified in Grant Letter Report 1350 Broadway • Suite 2101 • New York • NY • 10018 Address Telephone Grant Purpose: ARC research projec Progress made in accomplishing the grant purpose described above: he project was initiated in late November, 2016 and funds received will not be expended until 2017. Itemization of expenditures made from grant funds, including salaries, travel and supplies (attach additional pages if more space is needed): No expenditures in this reporting year. Grant funds received by the grantee during the year for which this report is submitted, $ 100,000.00 Grant funds unspent as of the date of this report, $ 100,000.00. Grantee asserts that it has made all expenditures in furtherance of the stated purpose of the grant. Grantee asserts that it has complied with all of the terms and conditions of the grant specified in the Grant letter signed by the Grantee and CLSFF dated November 18, 2016 . I declare that I am authorized to sign this report on behalf of the above organization, that I have examined the foregoing statements and to the best of my knowledge they are true, correct and complete. BY DATE: October 31, 2017 Benjamin Jacobs TITLE: Academic Director Charles and Lynn Schusterman Family Foundation 73-1312965 Attachment to Form 990-PF Part VII-B, Question 5c on page 6 Expenditure Responsibility Statement for the year 2016 Pursuant to IRC Regulation § 53.4945-5(d), Charles and Lynn Schusterman Family Foundation provides the following info: Grantee: Charter School Growth Fund, 10901 W. 120th Ave. , Suite 450 Broomfield, CO 80021 Amount of PRI: $3,166,667 Type of PRI: Loan Interest Rate: 0% Purpose of PRI: To provide for the refinancing of Charter School Growth Fund's existing debt and to provide support for the acquisition, construction, renovation and leasehold improvement of charter school facilities nationwide. Reports: Charter School Growth Fund submitted full and complete reports of its 2016 expenditures relating to the PRI. The reports reflected that the PRI funds were properly expended for the furtherance of its programs. Diversions: To the knowledge of the grantor, no funds have been diverted to any activity other than the activity for which the PRI was originally made. Verification: The grantor has no reason to doubt the accuracy or reliability of the report(s) from the grantee; therefore, no independent verification of the report was made. Attachments: 1) Annual Financial Reports of Charter School Growth Fund • e t C H ARTE R SCHOOL ltt*r G ROW T H FUND CSGF FACILITY FUND QUARTERLY INVESTOR REPORT Q4 2016 February 21, 2016 (Data as of 12-31-2017) EXECUTIVE SUMMARY FUNDRAISING In Q4 of 2016, the Charter School Growth Fund (CSGF) raised $11M for the Memphis Facility Fund and $1.55M from Camden investors for the Camden Facility Fund. When combined with the capital previously raised, these contributions bring our fundraising total to $57M out of a targeted $71M across all funds. We are currently in conversations with potential investors to raise the remaining $9M for Camden and $5M for Memphis. FUND PERFORMANCE AND DEAL PIPELINE In the initial year of our Facility Fund III strategy, we completed nine deals (50% more than 2015) and invested almost $19M to support permanent facilities for 14 schools that will serve almost 6,800 students. Included in these deals are three with early-stage operators, two with CMOs led by people of color and five in which we either facilitated the entry of a new lender/investor into a market or supported an innovative financing structure. We added a senior member to our structured finance team in March which allowed us to provide meaningful support to over 25% of the organizations in which CSGF invests, including our next generation schools and Emerging CMO-supported groups. The following table summarizes Facility Fund performance against 2016 goals: Table 1: Facility Fund 2016 Targets 2016 Targets Actual Target Status Transactions 9 7 Exceeded Commitments ($M) $18.8 $14.0 Exceeded School s 14 8 Exceeded Seats (K) ~ _ F 6,797 4,200 Exceeded Project Costs Supported ($M) $145 $100 Exceeded Deal Defaults 0% 0% Met (Early Stage Operators 33% 25% Exceeded Leaders of Color 22% 20% Exceeded WFF Regions 44% 50% Almost Me Market Making 5 1 Exceeded FRL% 84% 60% Exceeded % of portfolio provided 1 meaningful assistance ' 29% 25% Met Additionally, we have a pipeline of 12 potential deals including five with early stage operators and five with networks led by people of color. Based on our completed deals and our current pipeline, we have achieved almost all our goals for 2016 and are confident we will continue our strong performance in 2017. LOAN PERFORMANCE AND MONITORING As of the end of December 2016, we had almost $25M committed to eleven different operators, of which over $20M was outstanding. As shown in the following table, within this $25M, almost $14M was outstanding to operators supported through the Camden Facility Fund. While we do not believe any loans are at risk of default, the $1.2M loan to Roots Elementary in Denver is on our "watch list." In its first year operating in a competitive Denver market, Roots missed its enrollment target and underperformed academically. We have confidence in the school's ability to iterate on and improve its innovative academic model, which focuses on fostering student agency among elementary students. Also, we are actively working with the organization's leader to ensure that the school executes strong academic, enrollment, and financial strategies. Table 2: Evaluation of Facilities Loan Portfolio Capital Capital Available' Outstanding Fund PM i Location ($M) ($M) Overall II Roots Denver $1.0 $1.0 II Valor Nashville $1.9 $1.9 `2`ry II $12 $1.2 DC Prep DC rl",T-It It' 4- I Achievement First NYC $0.5 $0.5 II KIPPENC Gaston, NC $2.0 $15 Subtotal $6.6 $6.1 III Republic2 Nashville $2.5 $0.0 "; III Montessori For All Austin, TX $1.0 $0.6 III Henderson Collegiate 2 Henderson, NC $1.0 $0.0 Subtotal $4.5 $0.6 C KNJ Camden $4.0 $4.0 C Mastery Camden $3.4 $3.4 C Mastery Camden $2.9 $2.9 C Uncommon Camden $3.5 $3.5 r-.-.s. , Subtotal $ 13.8 13.8 Total Portfolio $24.9 $20.5 'Capita I Available: Orgs have the potential to make additional draws up to the full available amount 2 Deals are approved but have not yet closed We are confident they will close by Mar' 17 OTHER UPDATES - Facility Fund II Renavments : In Q4 2016, we booked repayments of $400K in total from Roots & Achievement First which were not recycled but rather repaid to our FFII investors ($200K each to WFF and Schusterman). In 2017 we expect $1.4M in repayments from Facility Fund II loans. Capital Constraints : As of year-end, we had committed $4.5M from FFII I, a relatively small portion of the -$32M in funds raised. As such, we are not currently at risk of being capital constrained in FFI II. The Camden Facility Fund may become capital constrained in 2017 but we are working with national and local funders to secure the necessary capital. 2 FUNDRAISING AND CURRENT INVESTMENTS Facility Fund II : Accounting for the $400K repayment ($200K each to Schusterman and WFF), the Facility Fund II sources and uses currently include: Table 3a : CSGF Facility Fund II - Outstanding Sources & Uses as of 12/31/2016 Sources* Uses Organization - $M Organization $M WFF $4.8 (4] Roots $1.0 Schusterman $4.8 ;Valor $1.9 [1] Arnold $4. 0 DC Prep $1.2 CSGF-first loss $2.0 A chievement First $0.5 (2] CSGF-Arnold Bridge KIPP ENC $2.0 •', Camden Facility Fund $11.0 [3];Total $17.6 Total $17.6 - - - - -t ------Notes: " !Capital does not revolve and is returned to investors when loans to FF11 are repaid [1] Arnold's capital grant is dedicated to the Camden Fund, transferred to FFIII once Camden Fund ends in 2022 121,$2M ofCSGF is allocated to Camden as a bridge to Arnold's final disbursement in Mar'17 [3] $18M from last quarterly report reduced by 400K to $17 6M due to repayments by AF & Roots (200K each) [4] $1 Om FF11 funds to Roots excludes separate participation by Russel Foundation for 100K Facility Fund II is structured so that the Arnold Foundation's $6M investment is first-loss capital for CSGF's $11M investment in the Camden Facility Fund. Additionally, CSGF's $2M is subordinated to the investments from the Schusterman and Walton Family Foundations, whose capital is not scheduled to recycle. We intend to repay their investments as repayments are received from operators. Camden Facility Fund : We have secured -$16M out of a targeted $25M for the Camden Facility Fund, including $1.55M raised from Camden-based philanthropists in Q4 2016. Table 4: CSGF Camden Facilities Fund Sources & Uses Sources` Uses Organization $M Organization $M [1) CSGF FFII iKNJ $4.0 WFF $2.1 Mastery $6.3 Schusterman $2.1 Uncommon $3.5 Arnold $4.0 Future Deals $2.1 CSGF $2.9 Total $15.9 Regional Investo rs t $3.3 Local Investors ------Tota l $15.9 Notes: " Al funds are drawn in full at closing and revolve when loans are repaid to the Camden Fund [11,$5MCSGFcontribution is allocated pro-rata, $2MCSGF bridge is all from CSGF 3 As shown in the table above, the Camden Fund has received $11M from CSGF's Facility Fund II, $3.3M from regional investors and $1.55M from Camden-based philanthropists. We are in active conversations with the Walton Family Foundation's Building Equity Initiative about a potential $5M investment and have received a verbal commitment from Camden-based philanthropists to raise an additional -.$4M. Securing these investments would allow us to close out fundraising for the Camden Facility Fund. As of the end of December, we have $2.1M available for future deals. Our short-term Camden deal pipeline consists of a potential $3m investment in Uncommon Schools in early 2017 and a potential $1.5M loan to KIPP NJ. We are confident that we will secure the additional funds necessary to fund these deals. Facility Fund III : We have closed -$32.7M in investments for Facility Fund III including $10M PRIs each from the Schusterman, Gates, and Walton Foundations and a $2.5M grant from the Bradley Foundation. Walton's capital is limited to $10M across FFI I and FFI II. As of the end of December 2016, Walton had $4.8M outstanding in FFII such that we can currently draw a maximum of $5.2M into FFII I. The $2.5M Bradley grant is to be split between a $500K operating reserve and a $2M as'first-loss' reserve that is subordinated to all other fund investors. CSGF also received a $150K operating grant from BMGF. Table 3b: CSGF Facility Fund 111 - Sources & Uses as of 12/31/2016 Sources' Uses Organization $M Organization $M [11,WFF $10.0 Republic $2.5 BMGF $10.0 MFA $1.0 Schusterman PRI ( $_10.0_ - Henderson $1.0 Bradley Grant _$2_.5___ _[2-1 Available for FFIII Deals $28.0 13];Subtota1 $32.5 Total $32.5 Notes: [1] WFF is limited to $10M between FFII & FFIII, as of year end 2016, FFIII has the ability to draw $5 2M [2] As of Dec 2016, only $23 2M is available for FFIII deals, see note [1] [3] Sources and uses exclude the BMGF $150K opex grant to FFIII Memphis Facility Fund : In October, we launched the CSGF Memphis Facility Fund with initial grant commitments of $5M each from the CSGF Memphis Fund and the Pyramid Peak Foundation. In Q4, we also raised $1M from the Hyde Foundation. With a target fund size of $16M, we are actively approaching potential investors, including Walton's Building Equity Initiative, about the remaining $5M capital need. As of the end of December, we had not completed a deal out of the Memphis Facility Fund. FUND PERFORMANCE AND DEAL PIPELINE 2016 Deals: In the first year of our Facility Fund III strategy, we completed nine deals (50% more than 2015), investing almost $19M to support permanent facilities for 14 schools that will eventually serve more almost 6,800 students. Included in these deals are three with early-stage operators, two led by a person of color (LOC) and five in which we either facilitated the entry of a new investor into the market or supported an innovative financing structure. 4 Table 5: 2016 Facility Deals Original Project Loan Cost Early WFF Market Fund ,CMO City I$M) Schoolsi Seats ($M) Stage LOC Region Making FRL% II Valor Nashville - $3.5 1 500 $12.0 Y N N N 55% II ADC Prep DC $12 1 443 $242 N N Y Y 80% C ;KIPP New Jersey Camden $4.0 1 434 $227 N N Y N 88% II ;KIPP ENC Gaston, NC $20 2 900 - $126 N N N Y 99% II Achievement First NYC $0.7 2 ( 720 $0.7 N N Y N 85% C Mastery Camden Camden $2. 9 4 2,100 $358 N N Y Y 98% III Republic Nashville $2 5 1 700 $17 7 N Y N Y 75% III Montessori For All Austin, TX $1.0 1 600 $8 5 Y N N N 46% III Henderson Collegiate Henderson, NC $1.0 1 400 $10 8 Y Y N Y 91% Totals $ 18.8 14 6,797 $145.0 33% 22% 44% 5 84% 2017 Deal Pipeline : Our 2017 pipeline consists of 12 deals including potentially five with early stage operators and five with networks led by people of color. In February 2017, we closed our first transaction of the year with Freedom Prep in Memphis, a deal which included capital from both Facility Fund III and the Memphis Facility Fund. Table 6: 2017 Facility Deal Pipeline Project Potential Cost Early WFF Market Fund CMO City Loan ($M)' Schools Seats ($ M) Stage LOC Region Making III/M Freedom Prep* Memphis $1.0 1 500 2.5 N Y Y Y III IDEA Baton Rouge $1.8 1 1,120 $170 Y N N N III Beacon Prep Miami $1.0 2 700 $10.0 Y Y N N III Bronx Excellence NYC $1.0 1 600 $5.0 Y Y Y N III KIPP STL St. Louis 1 $2.0 2 1,050 $100 Y N N Y III Breakthrough Cleveland $2.5 3 1,200 $18.0 N N N Y III Caliber Bay Area $0 8 1 850 $15.5 Y N N N M KIPP Memphis Memphis $1.0 1 700 08 N Y Y N III KIPP Nashville Nashville $1.5 1 500 10 N N N N M Gestalt Memphis f $0.4 2 600 0.4 N Y Y N C KIPP New Jersey Camden $1.5 1 434 $150 N N Y N C Uncommon Camden $3.0 2 800 $35 0 N N Y N Total Pipeline $17.5 18 9,054 $139.2 42% 42% 50% 3 * Note. Freedom Prep loan has since been closed in Q1 of 2017 LOAN PERFORMANCE AND MONITORING As shown in the table below, our facilities loan portfolio is performing well: Table 7: Evaluation of Facilities Loan Portfolio Capital Capital Available[ Outstanding Political/ Leadership Fund PM Location ($M) ($M) Enrollment Financial Financing Charter Academic Project /Execution Overall II Roots Denver $10 $10 II Valor Nashville $19 II DC Prep DC $12 $12 II Achievement First NYC $05 $05 II KIPPENC Gaston NC $20 $15 ':^^'^ Enjs%:•` subtotal $6 6 $6 1 III Republic2 Nashville $25 $00 t: III Montessori For All Austm,TX $10 $06 ft?ar ;^'^ III Henderson Collegiate' Henderson,NCI $10 $00 s ix;" Su b total 3 $06 C KNJ Camden ( $40 $40 _ __ C Mastery Camden $34 $34 C Mastery Camden $29 $29 C Uncommon Camden $35 $35 Subtota l $138 $ 13.8 Total Portfolio $24.9 $205 'Capital Available Orgs have the potential to make additional draws up to the full available amount ' Deals are approved but have not yet closed We are confident they will close by Mar 17 In Q4 2016, we approved commitments to Republic, Montessori for All (MFA) and Henderson Collegiate. MFA and Henderson Collegiate are both early stage operators with limited track records. As a result, these loans are generally riskier than our other investments, particularly around execution risk. While we are not concerned about either loan, we are actively supporting both operators. As mentioned in our Q3 update, we are actively monitoring a few areas: - Academic Performance of Camden Operators: The operators that we support in Camden have demonstrated considerable progress in their first year of turning around failing district schools. However, students are coming into these schools at such low levels that, even with strong academic growth, absolute proficiency rates are low relative to the operators' schools in other regions. Our investment team is working closely with these organizations to ensure they can accelerate the academic performance of their students. With strong political engagement and 10-year charter terms, charter renewal risk is low during the term of our loans. - Roots Elementary: Roots Elementary, a 2nd-year school in Denver, is on our "watch list" as its initial enrollment and academic results were disappointing. While we are proactively monitoring Roots, we think there's a low likelihood of default and are actively working with them to ensure it doesn't happen. In the unlikely case of default, there are numerous other schools interested in the building. ANTICIPATED LOAN REPAYMENTS The anticipated repayment schedule for Facility Fund II loans is shown in the table on the next page. We received $400K from Roots & Achievement First before the end of 2016 and expect $1.4M-$2M in 2017 which will be returned to FFII investors upon repayment. As previously mentioned, Arnold's $6M serves as 6 first loss capital to CSGF's $11M investment in the Camden Facility Fund and CSGF's $2M is subordinated to the investments of Schusterman and WFF. Table 8: CSGF FF11 Anticipated Repayment Timing Anticipated Repayment Timing 2017 Starting Operator Balance ($M) 2017 2018 2019 2020 2021 2022 Roots $1.0 $0.0 ($10) $00 $0 0 $0 0 $0 0 Valor $1.9 $0.0 $0.0 ($10) $0.0 ($10) $0.0 DC Prep $1.2 ($1 2) $0.0 $0 0 $0.0 $0.0 $0.0 Achievement First $0.5 ($0.2) ($0 3) $0.0 $0.0 $0.0 $0.0 KIPP ENC $20 $0.0 $00 ($20) $00 $0.0 $0.0 Camden Facility Fund $110 $0.0 $0.0 $0.0 $0 0 ($2 0) ($9 0) Total $17.6 ($1.4) ($1.3) ($3.0) $0.0 ($2.9) ($9.0) Outstanding Balance $17.6 $16.2 $14.9 $12.0 $12.0 $9.0 $0.0 WFF $48 $4.1 $3.5 $2.0 $2.0 $0.5 $00 Schusterman $4.8 $4.1 $3.5 $2.0 $2.0 $0.5 $00 [11 Arnold $4.0 $60 $6.0 $6.0 $6.0 $6.0 $0.0 [11 CSGF $4.0 $2.0 $2.0 $2 0 $20 $2.0 $0.0 Notes: [ll $2M of CSGFis a I located to Camden as abridge to Arnold's fina I disburse me ritin Mar'17 Table 9: CSGF FFlll Anticipated Repayment Timing Anticipated Repayment Timing Starting Balance Operator ($M) 2017 2018 2019 2020 2021 2022 Republic $2.5 $0.0 $0.0 $0.0 ($10) $0.0 ($1.5) MFA $1.0 $0.0 $0.0 ($10) $0.0 $0.0 $0.0 Henderson $1.0 $0.0 $0.0 ($0 5) $0.0 ($0 5) $0.0 TOTAL $4.5 $0.0 $0.0 ($1 5) ($1 0) ($0 5) ($1 5) Table 10: CSGF Camden Facility Fund Anticipated Repayment Timing Anticipated Repayment Timing Starting Balance Operator ($ M) 2017 2018 2019 2020 2021 2022 KNJ - Whittier $4.0 $0.0 $0.0 $0.0 $0.0 ($4.0) $0.0 Mastery - Cramer Hill $3.4 $0.0 $0.0 $0.0 $0.0 ($34) $0.0 Mastery - Renovations $2.9 $0.0 $0.0 $0.0 $0.0 ($2 9) $0.0 Uncommon $3.5 $0.0 $0.0 $0.0 $0.0 ($3 5) $0.0 TOTAL $ 13.8 $0.0 $0.0 $0.0 $0.0 ($13 . 8) $0.0 7 CONCENTRATION LIMITS We are not currently at risk of hitting concentration limits for operators, geographies, or early-stage investments. No operator (outside of Camden) has a loan commitment over $2.5M ($5M limit). Outside of Camden, Nashville ($4.4M) is the only region with commitments over $2M ($10M limit). Finally, we have $3M outstanding to next school and ECMO operators out of an $8M limit. FINANCIAL STATEMENTS Attached are unaudited financial statements as of 12/31/2016 for FFII, FFIII, CSGF's Camden Facility Fund and CSGF's Memphis Facility Fund. CSGF Facility Funds Statement of Financial Position As of December 31, 2016 (unaudited) CSGF Revolving CSGF Camden Facilities Loan CSGF Facility Facility CSGF Memphis CSGF Facility Fund Fund III Fund Facility Fund Funds Dec 31, 2016 Dec 31, 2016 Dec 31, 2016 Dec 31, 2016 Eliminations Dec 31, 2016 ASSETS Cash and cash equivalents $ 117,S66 $ 150,001 $ 2,028,679 $ 2,250,000 $ - $ 4,546,246 Restricted cash 500,000 4,000,000 - - - 4,500,000 Loans receivable, net 6,316,729 600,875 13,972,221 - - 20,889,825 Intercompany receivable 13, 247,469 - - - (11, 247, 469) 2,000,000 Total assets $ 20,181,764 $ 4,750,876 $ 16,000,900 $ 2,250,000 $ (11,247,469) $ 31,936,071 LIABILITIES AND NET ASSETS Accounts payable 336 - - - - 336 Notes payable 7,200,840 2,601, 758 4,850,214 - - 14, 652,812 Intercompany payable 4,251,831 34,626 11,251,324 - (11,247,469) 4,290,312 Total liabilities 11,453,007 2,636,384 16,101,538 - (11,247,469) 18,943,460 NET ASSETS Net Assets 8,728,757 2,114,492 (100,638) 2,250,000 - 12,992,611 Total net assets 8,728,757 2,114,492 (100,638) 2,250,000 - 12,992,611 Total liabilities and net assets $ 20,181,764 $ 4,750,876 $ 16,000, 900 $ 2,250,000 $ (11, 247,469) $ 31,936,071 9 CSGF Facility Funds Statement of Activities Year-to- Date December 31, 2016 (unaudited) CSGF Revolving CSGF Camden Facilities Loan CSGF Facility Facility CSGF Memphis CSGF Facility Fund Fund III Fund Facility Fund Funds SUPPORT AND REVENUE Contributions $ 1,782,652 $ 2,150,000 $ - $ 2,250,000 $ (2,000,000) $ 4,182,652 Total support and revenue 1,782,652 2,150,000 - 2,250,000 (2,000,000) 4,182,652 EXPENSES Program expenses Grant expense 2,000,000 - - - (2,000,000) - Total program expenses 2,000,000 - - - (2,000,000) - Operating expenses Personnel expenses 376,296 - - - 376,296 Legal, professional & consulting fees 15,395 34,626 6,766 - 56,787 Travel and meeting expense 23,704 - - - 23,704 Other expenses 16,924 - - _ 16,924 Total operating expenses 432,319 34,626 6,766 - Total program and operating expenses 2,432,319 34,626 6,766 (2,000,000) 473,711 NON-OPERATING INCOME AND (EXPENSES) Other income 482,915 875 170,710 - (244,968) 409,532 Interest and other expenses (903,105) (1,757) (245,183) 244,968 (905,077) Total net other income and (expenses) (420,190) (882) (74,473) - - (495,545) Change in net assets (1,069,857) 2,114,492 (81,239) 2,250,000 3,213,396 Net assets, beginning of period 9,798,614 - (19,399) - Net assets, end of period $ 8,728,757 $ 2,114,492 $ (100,638) $ 2,250,000 $ - $ 12,992,611 10