Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 12-01-2013 , and ending 11-30-2014
Name of foundation
THE SAMUEL J & ETHEL LEFRAK
CHARITABLE FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)1007 N ORANGE ST STE 210   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
WILMINGTON, DE19801
A Employer identification number

11-2994768
B Telephone number (see instructions)

(302) 656-2390
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$8,030,042J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 58,321 58,321  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,263,923
b Gross sales price for all assets on line 6a 7,412,986
7 Capital gain net income (from Part IV, line 2)... 1,263,923
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 283,213 283,213  
12 Total. Add lines 1 through 11........ 1,605,457 1,605,457  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 2,844 1,422   1,422
b Accounting fees (attach schedule)....... Click to see attachment 10,183 5,092   5,091
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 43,443 30,418   25
19 Depreciation (attach schedule) and depletion... 287,276 287,276  
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 179,069 109,865   69,204
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 522,815 434,073   75,742
25 Contributions, gifts, grants paid........ 1,321,640 1,320,508
26 Total expenses and disbursements. Add lines 24 and 25 1,844,455 434,073   1,396,250
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -238,998
b Net investment income (if negative, enter -0-) 1,171,384
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 258,491 483,072 483,072
2 Savings and temporary cash investments..........   4,998,864 4,998,830
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   15,208    
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 7,426,529 Click to see attachment1,979,294 2,548,140
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 7,700,228 7,461,230 8,030,042
Liabilities 17 Accounts payable and accrued expenses.......... 4,233  
18 Grants payable...................    
19 Deferred revenue.................. 30,000  
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 34,233 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 6,114,529 6,114,529
29 Retained earnings, accumulated income, endowment, or other funds 1,551,466 1,346,701
30 Total net assets or fund balances (see page 17 of the
instructions).................... 7,665,995 7,461,230
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 7,700,228 7,461,230
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 7,665,995
2 Enter amount from Part I, line 27a..................... 2 -238,998
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 34,233
4 Add lines 1, 2, and 3.......................... 4 7,461,230
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 7,461,230
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a KENNEDY-WILSON HLDGS INC - 32000 SHS P 2013-03-26 2014-04-29
b JP MORGAN W90628-00-4 P   2014-11-30
c JP MORGAN W90628-00-4 P   2014-11-30
d RAMIUS MS FUND F P 2009-01-31 2014-03-01
e RAMIUS MS FUND F P 2009-01-31 2014-11-24
RAMIUS MS FUND LB P 2009-01-31 2014-03-01
RAMIUS MS FUND LB P 2009-01-31 2014-07-17
RAMIUS RCG OVERSEAS P 2010-04-01 2014-03-01
RAMIUS RCG OVERSEAS P 2010-04-01 2014-11-24
THE BLUE CHIP OPPORTUNITY FUND LLC P 2011-02-28 2014-02-18
S&P 500 INDEX PUT 12/21/13 P 2013-04-04 2013-12-24
INTACT FINANCIAL CORP - 760 SHS P   2013-12-16
GS+A PREMIUM INCOME TRUST NR P 2013-01-15 2014-09-30
GS+A PREMIUM INCOME TRUST NR P 2014-07-31 2014-09-30
GS+A PREMIUM INCOME TRUST NR - LTCG DISTRIBUTION P   2014-07-31
HUGOTON ROYALTY TRUST - 14470 UNITS P 2012-11-08 2014-06-20
HUGOTON ROYALTY TRUST - 6500 UNITS P 2012-11-09 2014-06-26
HUGOTON ROYALTY TRUST - 8000 UNITS P 2012-11-09 2014-07-11
HUGOTON ROYALTY TRUST - 8680 UNITS P 2012-11-12 2014-10-02
HUGOTON ROYALTY TRUST - 5500 UNITS P 2012-11-12 2014-10-03
HUGOTON ROYALTY TRUST - 7623 UNITS P 2012-11-12 2014-10-06
HUGOTON ROYALTY TRUST - 15900 UNITS P 2012-11-13 2014-10-07
HUGOTON ROYALTY TRUST - 21643 UNITS P 2012-11-13 2014-10-08
HUGOTON ROYALTY TRUST - 16759 UNITS P 2012-11-14 2014-10-09
HUGOTON ROYALTY TRUST - 19019 UNITS P 2013-08-22 2014-10-10
HUGOTON ROYALTY TRUST - 11447 UNITS P 2013-08-26 2014-10-14
SAN JUAN BASIN ROYALTY TRUST - 39380 UNITS P 2012-12-18 2014-10-28
SAN JUAN BASIN ROYALTY TRUST - 22620 UNITS P 2012-12-18 2014-10-29
YG PARTNERS FUND LP - 2013 K-1 STCG P   2014-11-30
BLUE CHIP OPPORTUNITY FUND - 2013 K-1 STCG P   2014-11-30
BLUE CHIP OPPORTUNITY FUND - 2013 K-1 LTCG P   2014-11-30
BLUE CHIP OPPORTUNITY FUND - 2014 K-1 STCG P   2014-11-30
BLUE CHIP OPPORTUNITY FUND - 2014 K-1 LTCG P   2014-11-30
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 688,817   494,626 194,191
b 1,377,038   1,404,330 -27,292
c 1,517,785   1,395,348 122,437
d 52,686   41,002 11,684
e 27,694   21,095 6,599
10,363   886 9,477
75,533   6,455 69,078
26,099   22,211 3,888
13,959   11,436 2,523
77,749   77,749 0
    125,560 -125,560
48,696   44,927 3,769
1,107,511   1,007,792 99,719
11,651   11,897 -246
11,897     11,897
168,865   88,493 80,372
73,508   39,369 34,139
83,969   48,459 35,510
78,937   51,041 27,896
49,068   32,341 16,727
67,941   44,825 23,116
134,919   94,056 40,863
186,625   128,642 57,983
146,760   100,176 46,584
168,030   130,148 37,882
99,444   86,948 12,496
689,785   404,573 285,212
389,370   234,678 154,692
8,145     8,145
3,317     3,317
6,058     6,058
3,382     3,382
7,385     7,385
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       194,191
b       -27,292
c       122,437
d       11,684
e       6,599
      9,477
      69,078
      3,888
      2,523
      0
      -125,560
      3,769
      99,719
      -246
      11,897
      80,372
      34,139
      35,510
      27,896
      16,727
      23,116
      40,863
      57,983
      46,584
      37,882
      12,496
      285,212
      154,692
      8,145
      3,317
      6,058
      3,382
      7,385
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,263,923
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
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?
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 page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 2,305,265 10,125,421 0.227671
2011 816,091 9,825,323 0.083060
2010 684,428 10,508,542 0.065131
2009 754,008 10,184,524 0.074035
2008 1,108,889 10,051,798 0.110317
2 Total of line 1, column (d) ...................... 2 0.560214
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 0.112043
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 8,777,498
5 Multiply line 4 by line 3....................... 5 983,457
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 11,714
7 Add lines 5 and 6......................... 7 995,171
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,396,250
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 11,714
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 11,714
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 11,714
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 9,453
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 9,453
8 Enter any penalty for underpayment of estimated tax. 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.......Bullet 9 2,261
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
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
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
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
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletDE
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    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
     
    No
    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
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletTHE LEFRAK TRUST COMPANY Telephone no.bullet (302) 656-2390
    Located atbullet1007 N ORANGE STREET STE 210WILMINGTONDE ZIP+4bullet19801
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16Yes  
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bulletEI
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (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)?.................
    (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.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 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.
    bullet20, 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?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    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))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    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
     
     
    .........bullet
    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?............
    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?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    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?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    HEATHER M DRYSDALE DIRECTOR, PRESIDENT & SECRETARY
    5.00     		0 0 0
    1007 N ORANGE STREET SUITE 210
    WILMINGTON,DE19801
    LINDA DURSO TREASURER
    5.00     		0 0 0
    1007 N ORANGE STREET SUITE 210
    WILMINGTON,DE19801
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    438,875
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    11,714
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    11,714
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    427,161
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    427,161
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    427,161
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    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
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 427,161
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 620,465
    b From 2009....... 265,414
    c From 2010....... 179,535
    d From 2011....... 326,429
    e From 2012....... 1,809,008
    fTotal of lines 3a through e......... 3,200,851
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,396,250
    a Applied to 2012, 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 2013 distributable amount..... 427,161
    e Remaining amount distributed out of corpus 969,089
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 4,169,940
    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......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		620,465
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		3,549,475
    10 Analysis of line 9:
    a Excess from 2009.... 265,414
    b Excess from 2010.... 179,535
    c Excess from 2011.... 326,429
    d Excess from 2012.... 1,809,008
    e Excess from 2013.... 969,089
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList 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).)
    bList 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.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    THE NY BOTANICAL GARDEN
    2900 SOUTHERN BOULEVARD
    BRONX,NY104585126     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 450
    HOSPITAL FOR SPECIAL SURGERY
    535 E 70TH ST
    NEW YORK,NY10021     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 26,000
    THE BOYS' CLUB OF NEW YORK
    287 EAST 10TH STREET
    NEW YORK,NY10009     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 10,000
    ONE EAST SIXTIETH STREET HISTORICAL FDN
    ONE EAST SIXTIETH STREET
    NEW YORK,NY100221054     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 480
    THE BOYS' CLUB OF NEW YORK
    287 EAST 10TH STREET
    NEW YORK,NY10009     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 400
    THE FRICK COLLECTION
    ONE EAST 70TH STREET
    NEW YORK,NY10021     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 1,000
    JEWISH NATIONAL FUND
    LONG ISLAND DIVISION 42 EAST 69TH
    STREET
    NEW YORK,NY10021     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 100
    HARLEM CHILDREN'S ZONE
    35 EAST 125TH STREET
    NEW YORK,NY10035     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 50,000
    GROUP FOR THE EAST END INC
    P O BOX 1792
    SOUTHOLD,NY11971     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 5,000
    COLUMBIA BUSINESS SCHOOL
    33 WEST 60TH STREET 7TH FLOOR
    NEW YORK,NY10023     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 25,000
    PROSPECT PARK ALLIANCE
    95 PROSPECT PARK WEST
    BROOKLYN,NY11215     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 1,000,000
    THE PASSIONISTS OF HOLY CROSS PROVINCE
    660 BUSSE HIGHWAY
    PARK RIDGE,IL60068     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 10
    THE RAPE FOUNDATION
    1223 WILSIRE BOULEVARD NO 410
    SANTA MONICA,CA90403     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 5,000
    THE BOYS' CLUB OF NEW YORK
    287 EAST 10TH STREET
    NEW YORK,NY10009     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 15,000
    COLUMBUS CITIZENS FOUNDATION
    8 EAST 69TH STREET
    NEW YORK,NY10021     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 1,500
    MOUNT SINAI MEDICAL CENTER FOUNDATION
    4300 ALTON ROAD ASCHER BUILDING
    SUITE 100
    MIAMI BEACH,FL33140     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 150,000
    NORTHERN WESTCHESTER HOSPITAL
    400 EAST MAIN STREET
    MOUNT KISCO,NY10549     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 1,000
    ONE MIAMI BEACH INC
    1700 CONVENTION CENTER DRIVE FOURTH
    FLOOR
    MIAMI BEACH,FL33139     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 10,000
    LEFRAK CITY JEWISH CENTER
    C/O ROBERT MAVASHEV 98-15 HORACE
    HARDING EXPRESSWAY 1-M
    CORONA,NY11368     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 20,000
    THE METROPOLITAN MUSEUM OF ART
    C/O MS AIZA KEESEY 1000 FIFTH
    AVENUE
    NEW YORK,NY100181098     		NONE   RELIGIOUS, CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES 700
    Total .................................bullet 3a 1,321,640
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 58,321  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     14 283,213  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 1,263,923  
    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).. 0 1,605,457 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,605,457
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    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 noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    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 or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    THE SAMUEL J & ETHEL LEFRAK
    CHARITABLE FOUNDATION INC
    EIN: 11-2994768
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 10,183 5,092   5,091

    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE SAMUEL J & ETHEL LEFRAK
    CHARITABLE FOUNDATION INC
    EIN: 11-2994768
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    RAMIUS MULTI STRATEGY FUND AT COST 292,758 397,455
    RAMIUS RCG OVERSEAS LTD AT COST 149,266 184,117
    THE BLUE CHIP OPPORTUNITY FUND LLC AT COST 0 0
    JP MORGAN Q77752 AT COST 877,799 1,098,275
    JP MORGAN W90628 AT COST 0 0
    MB SPECIAL OPPORTUNITIES FUND AT COST 154,672 302,964
    YG PARTNERS FUND L.P. AT COST 504,799 565,329
    GLUSKIN SHEFF PREMIUM INCOME TRUST AT COST 0 0

    TY 2013 LegalFeesSchedule
    Name:
    THE SAMUEL J & ETHEL LEFRAK
    CHARITABLE FOUNDATION INC
    EIN: 11-2994768
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 2,844 1,422   1,422


    TY 2013 OtherExpensesSchedule
    Name:
    THE SAMUEL J & ETHEL LEFRAK
    CHARITABLE FOUNDATION INC
    EIN: 11-2994768
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CUSTODIAN FEES 1,572 1,572   0
    ADMINISTRATIVE FEES 50,000 25,000   25,000
    INVESTMENT INTEREST EXPENSE 1,630 1,630   0
    MANAGEMENT FEES 88,409 44,205   44,204
    K-1 PORTFOLIO DEDUCTIONS 13,788 13,788   0
    HUGOTON ROYALTY TRUST ADMIN EXPENSE 6,823 6,823   0
    SAN JUAN BASIN ROYALTY TRUST ADMIN EXPENSE 1,925 1,925   0
    DORCHESTER MINERALS LP ROYALTY EXPENSE 14,922 14,922   0


    TY 2013 OtherIncomeSchedule2
    Name:
    THE SAMUEL J & ETHEL LEFRAK
    CHARITABLE FOUNDATION INC
    EIN: 11-2994768
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    FOREIGN EXCHANGE LOSS -46,856 -46,856 -46,856
    HUGOTON ROYALTY TRUST 140,472 140,472 140,472
    SAN JUAN BASIN ROYALTY TRUST 81,463 81,463 81,463
    DORCHESTER MINERALS LP ROYALTY INCOME 104,608 104,608 104,608
    YG PARTNERS LP 466 466 466
    GLUSKIN SHEFF INCOME 3,275 3,275 3,275
    BLUE CHIP OPPORTUNITY FUND -214 -214 -214
    BLUE CHIP OPPORTUNITY FUND -1 -1 -1


    TY 2013 OtherIncreasesSchedule
    Name:
    THE SAMUEL J & ETHEL LEFRAK
    CHARITABLE FOUNDATION INC
    EIN: 11-2994768
    Description Amount
    PRIOR PERIOD ADJUSTMENT 34,233


    TY 2013 TaxesSchedule
    Name:
    THE SAMUEL J & ETHEL LEFRAK
    CHARITABLE FOUNDATION INC
    EIN: 11-2994768
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAXES 13,000 0   0
    DE ANNUAL FEE 25 0   25
    FOREIGN TAXES PAID 6,810 6,810   0
    HUGOTON ROYALTY TRUST SEVERANCE TAX 13,089 13,089   0
    SAN JUAN BASIN ROYALTY SEVERANCE TAX 10,519 10,519   0