form 990 return oforganization exemptfrom incometax...

Form 990 Return of Organization Exempt From Income TaxUnder section 501(c ), 527, or 4947( a)(1) of the Internal Revenue Code (except black lung

benefit trust or private foundation)Department of the TreasuryInternal Revenue Service ► The organization may have to use a copy of this return to satisfy state reporting requirements

A For the 2005 calendar year. or tax year beginning , and ending

OMB. No 1545-0047

2005,

B Check if applicable please C Name of organization D Employer identification number

L1 Address change use '- - 13-2887439

P,tj Telephone number

q Initial return h,( MICHAEL A K 29 18 20C512 03 17 3 00 0 0 ( 212) 885-7700ANTI DEFAMATION LEAGUE FOUNDATION R

Final return SO Accounting method : Cash x6OS T#I/P AVC El q

AccrualIns

U Y 0 R K N Y 4 613 4- 7 --3-544 10158 - 35Go S EOther (specify) ►q Amended return tic N E.

Fj Application pending • Section 501 (c)(3) organizations and 4947 ( a)(1) nonexempt charitable H and I are not applicable to section 527 organizationstrusts must attach a completed Schedule A (Form 990 or 990-EZ). H(a) Is this a group return for affiliates? a No

G Website : ► www.adl .org H (b) If 'Yes,' enter number of affiliates ► N/A

H(c) Are all affiliates included? Yes q No

J Organization type (check only one) ► 191501 (c)( 3 I (insert no) [] 4947(a)(1) or (If'No * attach a list See Instructions) N/A

K Check here ► q if the organization's gross receipts are normally not more than $25,000 The H(d) Is this a separate return filed by an organization

organization need not file a return with the IRS, but if the organization chooses to file a return , be covered by a group ruling?FAI

No

sure to file a complete return Some states require a complete return . I Group Exemption Number ► N/A

M Check ► q if the organization is not required

L Gross receipts Add lines 6b, 8b, 9b, and 10b to line 12 ► 167,454,062 to attach Sch B (Form 990, 990-EZ, or 990-PF)

Revenue, Expenses , and Changes in Net Assets or Fund Balances (See the instructions)

I Contributions, gifts, grants, and similar amounts receiveda Direct public support . . . . . . . . . . . 1a 16,352,597b Indirect public support . . . . . . . . . . . 1b

c Government contributions (grants) . . . . . . . 1c

d Total (add lines 1a through 1c) (cash $ 14,288,073 noncash $ 2,064,524 ) . 1d 16,352,5972 Program service revenue including government fees and contracts (from Part VII, line 93) 2 4,448,8543 Membership dues and assessments . . 34 Interest on savings and temporary cash investments . 4 522,5895 Dividends and interest from securities . . 5 1 ,321,4866 a Gross rents . . . . . . . 6a

b Less- rental expenses . . . . . . . . . 6b

c Net rental income or (loss) (subtract line 6b from line 6a) . . . . . . . . 6c7 Other investment income (describe ► 78 a Gross amount from sales of assets other (A) Securities (B) Other

.'d a', than inventory . . . . . . . . . . . 43,764, 128 8a 101,000,000

b Less: cost or other basis and sales expenses . 41,896,513 8b 23,782,775

c Gain or (loss) (attach schedule) . . . . . . 1 867 615 8c 77,217, 225

d Net gain or (loss) (combine line 8c, columns (A) and (B)) . . . . . Statements 1 & 2 8d 79,084,840J 9 Special events and activities (attach schedule) If any amount is from gaming , check here ►

a Gross revenue (not including $ ofcontributions reported on line 1 a) . . . . . . . . . 9a

LI b Less: direct expenses other than fundraising expenses . 9b

c Net income or (loss) from special events (subtract line 9b from line 9a) . . . 9c10 a Gross sales of inventory, less returns and allowances . . 10a

b Less: cost of goods sold . . . . . . 10b

c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line 1 Ob from line 10a) 10c

11 Other revenue (from Part VII, line 103) . . . . . . 11 44,40812 Total revenue (add lines 1d 2 3 4 5 6c , 7 , 8d , 9c , 10c and 11 ) 12 101,774,774

13 Program services (from line 44, column (B)) . . . . . . . . 13 7,834, 19414 Management and general (from line 44, column (C)) 14 1,974,490

CL 15 Fundraising (from line 44, column (D)) . RECE V.E. . . 15 1,988, 145W 16 Payments to affiliates (attach schedule) . . . nt 3 16 5, 263,251

17 Total expenses (add lines 16 and 44 , column (A)) N 17 17,060,080

m 18 Excess or (deficit) for the year (subtract line 17 from lin th 18 84,714,694y 11 9 Net assets or fund balances at beginning of year (from ne 73 column A . 15^ 19 66,787,6044

20 Other changes in net assets or fund balances (attach e plan es 0. p . ^ Bate ant 4 20 ( 1,968,564)

Net assets or fund balances at end of year (combine lin s 18, ^I,. U I . 21 149,533,734

C

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or F r, 41y Act and Paperwork Reduction Act Notice, see the separate instructions . Arx2oos Fn.. oeo:oasa x^ 11 l4 on 12 54 F rm 990 (2005

Form 990 (2005 ) ANTI - DEFAMATION LEAGUE FOUNDATION 13-2887439

Statement of All organizations must complete column (A) Columns (B), (C), and (D) are required for section 501(c)(3) and (4)

Functional Expenses organizations and section 4947(a)(1) nonexempt charitable trusts but optional for others (See the instructions )

Do not include amounts reported on line

6b, 8b, 9b, 10b, or 16 of Part 1.(A) Total

(B) Programservices

( C) Management

and general(D) Fundraising

22 Grants and allocations (attach schedule) . . . . . .(cash $ noncash $

If this amount includes foreign grants , check here Do.22

23 Specific assistance to individuals (attach

schedule). 23

24 Benefits paid to or for members (attach

schedule) . . . . . . . . . . . . . 24

25 Compensation of officers, directors, etc. . Statement 5 25 540,747 162 099 133, 144 245,504

26 Other salaries and wages . . . . . . . . . . . . . . 26 1,750,068 304 942 878 702 566,424

27 Pension plan contributions . . . . . . . . . . . . 27 136,000 27,727 60 071 48 202

28 Other employee benefits 28 458,069 93,389 202,328 162 352

29 Payroll taxes . . . . . . . . . . . . . . . . . . 29 192, 123 39 169 84,860 68,094

30 Professional fundraising fees . 30

31 Accounting fees . . . . . . . . . . . . . . . . . . 31 43,542 41,342 2 200

32 Legal fees . . . . . . . . . . . 32 66,796 839 65,957

33 Supplies . . . . 33

34 Telephone . . . . . . . . . . 34

35 Postage and shipping . . . . . . . . . . . . 35

36 Occupancy . . . . . . . . . . . . . . . . . . 36 4,507, 188 4,376,934 72 266 57 988

37 Equipment rental and maintenance . . . . . . . . . . . 37

38 Printing and publications . . . . . . . . . . . . . . 38

39 Travel . . . . . . . . . . . . . . . . . . . . . . 39 62,448 20,198 42,250

40 Conferences, conventions, and meetings . . . . . . . . 40 27,435 5,502 21 933

41 Interest . . . . . . . . . . . . . . . . . . . . . 41

42 Depreciation, depletion, etc. (attach schedule) Statement 6 42 2, 149,650 2,087,526 34 467 27f657

43 Other expenses not covered above (itemize)-

a Research.- -

43a 249,457 201 249,256......................

.-------- ---- - -- --- - - -b Investment Fees _ _ - -- ----- --- - ---------- -- ------- 43b 207,421 207,421________- -- --

c Projects and Functions _. . . .. 43c 604,815 604 815- _- _- _ _........ . . ...d Amortization of bond discounts & lease commissions

---------- - --- - - -- ---- -- ---- --- ---- -43d 141,688 137f593 2, 272 1,823

•- ---- -- ---- -- - -- - -- -- --e Miscellaneous

---------------- - - - - - - --- --- - --- -----•43e 659,382 230,877 428 505

- -- --------- - - --- --- - --- - -----------------------------------------------------------------•f

43fg 43g

44 Total functional expenses . Add lines 22------ ---- ----------- ---- --------through 43. (Organizations completing

columns (B)-(D), carry these totals to lines13-15) 4 1 ,796,829 ,834, 194 ,974,490 ,988, 145

Joint Costs . Check ► if you are following SOP 98-2Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? . ► EYes [X No

If "Yes," enter (i) the aggregate amount of these joint costs $ ; (ii) the amount allocated to Program services $

(iii) the amount allocated to Management and general $ , and (iv) the amount allocated to Fundraising $

ATX2005 FOi 990 2005-0 xls 11'1406 12 54 Form 990 (2005)

Form 990 (2005) ANTI - DEFAMATION LEAGUE FOUNDATION 13-2887439

Statement of Program Service Accomplishments (See the instructions.)

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a

particular organization. How the public perceives an organization in such cases may be determined by the information presented

on its return. Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's

p rograms and accomplishments

What is the organization's primary exempt purpose? ► see Statement 7---------------------------------------------------------------

Program ServiceExpenses

All organizations must describe their exempt purpose achievements in a clear and concise manner State the number (Required for 501(c)(3) and

of clients served, publications issued, etc Discuss achievements that are not measurable (Section 501(c)(3) and (4)(4) ores , and 4947(a)(1)trusts, but optional for

organizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others) others )

a Statement 7------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

------------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

---------------- ---------------------------------------------------------------------------------------------(Grants and allocations $ None ) If this amount includes foreign grants, check here

----

----

--► ,834,194

b

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

--------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------Grants and allocations $ ) If this amount includes foreign rants, check here

----

►--

C ----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----

--------

•--- •---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------Grants and allocations $ ) If this amount includes foreign rants, check here

----

----

►--

d ----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----

----

----------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------Grants and allocations $ If this amount includes foreign rants, check here

----

----►

e Other program services (attach schedule) --------------------- --------------

(Grants and allocations If this amount includes foreign grants, check here ►

f Total of Program Service Expenses (should equal line 44, column (B), Program services) . . . . . ► 7,834,194

ATX2005 Fdn 000 2005E As 11 14 06 12 54 Form 990 (2005)

Form 990 (2005 ) ANTI - DEFAMATION LEAGUE FOUNDATION 13-2887439

Balance Sheets (See the instructions)

Note : Where required, attached schedules and amounts within the description (A) (B)

column should be for end-of-year amounts only Beginning of year End of year

45 Cash-non-interest-bearing . . . . . . . . . . . . 45

46 Savings and temporary cash investments . . . . . . . . . 2 ,854,082 46 9 34949,256

47 a Accounts receivable . . . . . . . . . . . . 47a

b Less: allowance for doubtful accounts . . . . 47b 47c

48 a Pledges receivable discounted to present value 48a 3,963,575

b Less: allowance for doubtful accounts . . . . . 48b 112,200 1 840 852 48c 3,851,375

49 Grants receivable . . . . . . . . . . . . . . . 49

50 Receivables from officers, directors, trustees, and key employees

(attach schedule) . . . . . . . . . . . . . . . . . . . . . . . 50

51 a Other notes and loans receivable (attach

schedule) . . . . . . . . . . . . . . . . 51 a

a b Less: allowance for doubtful accounts . . . . 51b 51c

. 52 Inventories for sale or use . . . . . . . . . 52

53 Prepaid expenses and deferred charges . . . 3 ,575,874 53 3,082,381

54 Investments - securities (attach schedule) Statement 8 ► Cost [X FMV 77,275,261 54 1-4-6- , 212,239

55 a Investments-land, buildings, and

equipment: basis . . . . . . . . . . 55a

b Less: accumulated depreciation (attach

schedule) . . . . . . . . . . . . . . . . 55b 55c

56 Investments-other (attach schedule) . . . . . . 56

57 a Land, buildings, and equipment: basis . . . . . . 57a 5,867,491

b Less: accumulated depreciation (attach

schedule) . . . . . . . . . . Statement 6 57b 2,574,659 15,893, 196 57c 3, 292,832

58 Other assets (describe ► Statement 9 7057,269 ,705 58 2,059,082

Total assets (must equal line 74) Add lines 45 through 58 108,708,970 59 167,847, 165

60 Accounts payable and accrued expenses . . . . . . . 749,717 60 1, 165,922

61 Grants payable . . . . . . . . . . . . . . . . . . . . 61

62 Deferred revenue . . . . . . . . . . . . . . . . . . . 156,371 62

w 63 Loans from officers, directors, trustees, and key employees (attach

schedule) . . . . . . . . . . . . . . . . . . . . . 63

64 a Tax-exempt bond liabilities (attach schedule) . . . . . . . . . . 12,292,789 64a

b Mortgages and other notes payable (attach schedule) . . . . . . . 18 900 000 64b

65 Other liabilities (describe ► Statement 10 ) 9,822,489 65 17, 147,509_ ----- -----------------------------------------

66 Total liabilities . Add lines 60 through 65 41 ,921 ,366 66 18 31313 ,431

Organizations that follow SFAS 117, check here ► EX and complete lines

67 through 69 and lines 73 and 74.

67 Unrestricted . . . . . . . . . . . . . . . . . . . . . . . . 17, 131,380 67 93,394,378

E_ 68 Temporarily restricted . . . . . . . . . . . . . . . . . 17,798,329 68 19,541,527

m 69 Permanently restricted . . . . . . . . . . . . . . . . . 31 ,857,895 69 36,597,829

Organizations that do not follow SFAS 117, check here ► and

LL complete lines 70 through 74.

o 70 Capital stock, trust principal, or current funds . . . . . . . . . . . . . . 70

771 Paid-in or capital surplus, or land, building, and equipment fund . . . 71

Q 72 Retained earnings , endowment, accumulated income, or other funds . . 72

73 Total net assets or fund balances (add lines 67 through 69 or

Z lines 70 through 72,

column (A) must equal line 19; column (B) must equal line 21) . . 66,787,604 73 149,533,734

74 Total liabilities and net assets/fund balances . Add lines 66 and 73 108,708,970 74 167,847, 165

ATI(2005 Fdn 990 2005 6 ,Is 11.14.08 12 54 Fora , 990 (2005)


Reconciliation of Revenue per Audited Financial Statements with Revenue per Return (See the

a Total revenue, gains, and other support per audited financial statements . . Statement 11 a 99,598,789b Amounts included on line a but not on Part I, line 12:

I Net unrealized gains on investments . . . . . . . . . . b1 ( 1,968,564)

2 Donated services and use of facilities . . . . . . . . . . . . . b2

3 Recoveries of prior year grants . . . . . . . . . . . . . b3

4 Other (specify):

b4--------------- ----------------------------------------------------------Add lines b1 through b4 . . . . . . . . . . . b ( 1,968,564)

c Subtract line b from line a c 101,567,353

d Amounts included on Part I, line 12, but not on line a:

I Investment expenses not included on Part I, line 6b . . dl 207,421

2 Other (specify):..---•---------------------------------------------------------• .

d2------ -------------------------- • --------------------------------------------..'.,.Add lines d1 and d2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d 207,421

e Total revenue (Part I, line 12 ) . Add lines c and d . . ► e 101,774,774

Reconciliation of Expenses per Audited Financial Statements with Expenses per Return

a Total expenses and losses per audited financial statements . . . . . . . . . . . . . . a 81880,631

b Amounts included on line a but not on Part I, line 17:

I Donated services and use of facilities . . . . . . . . . . . . . . b1

2 Prior year adjustments reported on Part I, line 20 . . . . . . b2

3 Losses reported on Part I, line 20 . . . . . . . . . . . . . . . . . . W

4 Other (specify):

----- ---------- ------------------------------------------------------- ---------b4

Add lines b1 through b4 . . . . . . . . . . . . b

c Subtract line b from line a . . . . . . . . . . . . . . . . . . . . . . . . . . c 8,880,631

d Amounts included on Part I, line 17, but not on line a:

1 Investment expenses not included on Part I, line 6b dl 207,421 .;; .;;,

2 Other (specify ): Statement 12---------------------------- - ------------------ ---------

----------------------------------------------------------------------- - ----d2 7,972,028 .......,..

Add lines d1 and d2 . . . . . . . . . . . . . . . . . . . . . . . . . . . d 8, 179,449e Total expenses (Part I, line 17). Add lines c and d. . ► e 17,060,080

Current officers, Directors , Trustees , and Key Employees (List each person who was an officer, director,trustee, or kev emolovee at any time durino the year even if they were not compensated ) (See the instructions.)

(A) Name and address(B)

Title and average hours perweek devoted to position

(C) Compensation

( if not paid,enter -0-.)

(D) Contributions to employeebenefit plans & deferredcompensation plans

(E) Expense account

and other allowances

------------------------------------------------------Ke employees: Statement 15 421,497 65,297 14,039

Officers Directors Trustees: Statement 15 119,250 10,881 - 0 -

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------------------------------------------------------

------------------------------------------------------

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4Tx2005 Fdn 990 2005 6 Is 11, 14'06 12 54 Form 990 (2005)

Form 9s0 (2005 ) ANTI - DEFAMATION LEAGUE FOUNDATION 13-2887439

Current Officers Directors , Trustees , and Key Employees (continued) Yes No75 a Enter the total number of officers, directors, and trustees permitted to vote on organization business at board

meetings . . . . . . . . . . . . . . . . . . ► 34----------------------------

b Are'any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated

employees listed in Schedule A, Part I, or highest compensated professional and other independentcontractors listed in Schedule A, Part II-A or II-B, related to each other through family or business Statement 16relationships? If "Yes," attach a statement that identifies the individuals and explains the relationship(s) . . 75b X

c Do any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensatedemployees listed in Schedule A, Part I, or highest compensated professional and other independentcontractors listed in Schedule A, Part II-A or II-B, receive compensation from any other organizations, whether

tax exempt or taxable, that are related to this organization through common supervision or common control? . 75c XNote . Related organizations include section 509(a)(3) supporting organizations.

If "Yes," attach a statement that identifies the individuals, explains the relationship between thisorganization and the other organization(s), and describes the compensation arrangements,including amounts paid to each individual by each related organization. Statement 17

d Does the organization have a written conflict of interest policy 75d X

Former Officers, Directors , Trustees, and Key Employees That Received Compensation or Other Benefits (If any former

officer, director, trustee, or key employee received compensation or other benefits (described below) during the year, list that

person below and enter the amount of compensation or other benefits in the appropriate column See the instructions )

(A) Name and address (B) Loans and Advances (C) Compensation(D) Contributions to employee

benefit plans & deferredcom pensation plans

(E) Expenseaccount and other

allowances

None

------- -------------------------------------------------

------- -------------------------------------------------

------- -------------------------------------------------

------- -------------------------------------------------

Other Information (Seethe instructions ) Yes No

76 Did the organization engage in any activity not previously reported to the IRS? If "Yes," attach a detailed

description of each activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76_.i

X

77 Were any changes made in the organizing or governing documents but not reported to the IRS? . . . . . 77 X

78 a

If "Yes," attach a conformed copy of the changes. Statement 20, Amended By-Laws

Did the organization have unrelated business gross income of $1,000 or more during the year covered by

this return? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78a..X.,.

b If "Yes," has it filed a tax return on Form 990-T for this year' . . . . . . . . . . . . . . . . . . . . 78b X

79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attach

a statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N, 79 X80 a Is the organization related (other than by association with a statewide or nationwide organization) through

common membership, governing bodies, trustees, officers, etc, to any other exempt or nonexempt

organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1 1 , ,...80a,,

....:...X.....

b

81 a

b

If "Yes," enter the name of the organization ► Statement 18

-------------------------- ---------------- --and check whether it is ^X exempt or Elnonexempt

--------------------------------------------------- *

and

Enter direct and indirect political expenditures. (See line 81 Instructions) 81a None

Did the organization file Form 11 20-POL for this year? . . . . . . 1b X

AT(2005 FOn 990 2005 8 As 1114,0612 Se Form 990 (2005)


Other Information (continued) Yes No

82 a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge

or at substantially less than fair rental value? . . . . . . . . . . . . . . . . . . . . . . . . 82a X

b If "Yes," you may indicate the value of these items here. Do not include this amount

as revenue in Part I or as an expense in Part II

(See instructions in Part Ili.) . . . . . . . . . . . . . . . . . 82b N/A µ. µ µ

83 a Did the organization comply with the public inspection requirements for returns and exemption applications? 83a X

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? . . . . 83b X

84 a Did the organization solicit any contributions or gifts that were not tax deductible? . . . . . . . 84a X

b If "Yes," did the organization include with every solicitation an express statement that such contributions , ;;,;1 1, . ,,.,,I

or gifts were not tax deductible? . . . . . . . . . . . . . . . . . . . . . 84b N/A

85 501(c)(4), (5), or (6) organizations. a Were substantially all dues nondeductible by members? . N/A 85a

b Did the organization make only in-house lobbying expenditures of $2,000 or less? . . . N/A 85b

If "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the

organization received a waiver for proxy tax owed for the prior year

c Dues, assessments, and similar amounts from members . . . . . . 85c N/A

d Section 162(e) lobbying and political expenditures . . . . 85d N/A

e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices . . . 85e N/A

f Taxable amount of lobbying and political expenditures (line 85d less 85e) 85f N/A

g Does the organization elect to pay the section 6033(e) tax on the amount on line 8 5f? . . . . . 85g N/A

h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to

its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the

following tax year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85h N/A

86 501(c)(7) orgs. Enter a Initiation fees and capital contributions included on

line 12 . . . . . . . . . . . . . . . . . . . . . . . . 86a N/A

b Gross receipts, included on line 12, for public use of club facilities . . . . . . 86b N/A

87 501(c)(12) orgs Enter. a Gross income from members or shareholders 87a N/A

b Gross income from other sources (Do not net amounts due or paid to othersources against amounts due or received from them.) . . . . 87b N/A

88 At any time during the year, did the organization own a 50% or greater interest in a taxa ble corporation orpartnership, or an entity disregarded as separate from the organization under Regulations sections301.7701-2 and 301.7701-39 If "Yes," complete Part IX . . . . . . . . . . . . . . . . . . . 88 X

89 a 501(c)(3) organizations. Enter: Amount of tax imposed on the organization during the year under:section 4911 ► None ; section 4912 ► None ; section 4955 ► None

b 501(c)(3) and 501(c)(4) orgs. Did the organization engage in any section 4958 excess benefit transaction

during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach

a statement explaining each transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . 89b X

c Enter: Amount of tax imposed on the organization managers or disqualified persons during the year undersections 4912, 4955, and 4958 . . . . . . . . . . . . . . . . . . . . . . . . . . . ► None

d Enter: Amount of tax on line 89c, above, reimbursed by the organization . . . . . . . . . . . . . ► None

90 a List the states with which a copy of this return is filed Statement 19

b Number of employees employed in the pay period that includes March 12, 2005 (Seeinstructions.) . . . . . . . . . . . . . . . . . . . . . . . . . see Statement 13 1 90b I 3

91 a The books are in care of ► Name Michael A. Kellman _ -_-_-• Telephone no. - (212) 885.7700

Located at --_ADL 605 Third Avenue New York1 NY____ _ ________ ____ ZIP + 4 10158-3560-----._ ..- - -- --------- -------•-------------------------

b At any time during the calendar year, did the organization have an interest in or a signature or other authority

over a financial account in a foreign country (such as a bank account, securities account, or other financial Yes No

account)? . . . . . . . . . . . . . . . . . . . . . . . . . . 91 b X

If "Yes," enter the name of the foreign countrySee the instructions for exceptions and filing requirements for Form TD F 90-22.1, Report of Foreign Bank . ; .;'and Financial Accounts.

c At any time during the calendar year, did the organization maintain an office outside of the United States? 91c X

If "Yes," enter the name of the foreign country -__-_- _-_---• __ ____________ ____________________________ _

92 Section 4947(a)(1) nonexempt chantable trusts filing Form 990 in lieu of Form 1041- Check here . . . . . . . ► Eland enter the amount of tax-exempt interest received or accrued during the tax year . . . ► I 92 ^ N/A

ATA2005 Fdn 990 2OO5.8 As 11 140612 54 Form 990 (2005)

Form 990 (2005) ' ANTI - DEFAMATION LEAGUE FOUNDATION 13-2887439

Analysis of Income-Producing Activities (See the instructions.)

Note : Enter gross amounts unless otherwise Unrelated business income Excluded by section 512, 513, or 514 (E)Related orindicated. (A) (B) (C) (D) exempt function

93 Pragram service revenue Business code Amount Exclusion code Amount income

a Rental income from NY & L.A. buildings 531120 143,910 4,304,944b

c

d

e

f Medicare/Medicaid payments

g Fees and contracts from government agencies

94 Membership dues and assessments

95 Interest on savings and temporary cash investments

96 Dividends and interest from securities

97 Net rental income or (loss) from real estate

a debt-financed property

b not debt-financed property

98 Net rental income or (loss) from personal property99 Other investment income

100 Gain or (loss) from sales of assets other than inventory

101 Net income or (loss) from special events

102 Gross profit or (loss) from sales of inventory

103 Other revenue. a Payment to terminateb lease in the form of free rentcde

14

14

1 531120 1 3,111,138 1 18 1 75,973,702 1

01

104 Subtotal ( add columns ( B), (D), and ( E))

105 Total (add line 104 , columns ( B), (D), and (E))

Note : Line 105 n/us line Id. Part 1. should eaual the amount on line 12. Part

77,862,185 4,304,944

► 85,422,177

Relationship of Activities to the Accomplishment of Exempt Purposes (See the instructions)Line No.

V

Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishmentof the organization's exempt purposes (other than by providing funds for such purposes)

93a Statement 14

Information Regarding Taxable Subsidiaries and Disregarded Entities (See the instructions.)(A)

Name, address, and EIN of corporation,partnership, or disreg arded entity

(B)Percentage of

ownership interest

(C)

Nature of activities

(D) (E)

Total incomeEnd-of-year

assets

111111111 inrormation Kegaraing i ransters Associated with Personal Benefit Contracts (See the instructions.)

(a) Did the organization , during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? . . . Yes X No

(b) Did the organization , during the year, pay premiums, directly orNote : If "Yes" to (b), rile Form 8870 and Form 4720 (see instrucbo

Under penalties of perjury, I declare that I have examined this returnand belief , it is true , correct , and complete Declaration of preparer

Please

Sign wwma Wdo.-

Here Signature of officer

Michael A. Kellman Executive Director► Type or pnnt name and title

PreparersPaid signature ►Preparer's

Firm's name (or yoiUse Only if self-employed),

address. and ZIP +

► Grant Thornton LLP

666 Third Avenue New

A1)(2005 Ftln 090 200518 As

SCHEDULE A(Form 990 or 990•EZ)

Department of the Treasury

Internal Revenue Service

Organization Exempt Under Section 501(c)(3)(Except Private Foundation) and Section 501(e), 501(f), 501(k), 501(n),

or 4947(a)(1) Nonexempt Charitable Trust

Supplementary Information-(See separate instructions.)

► MUST be completed by the above organizations and attached to their Form 990 or 990-EZ

OMB No 1545-0047

20051'' s*s 14 24

Name of the organization Employer identification number

Anti-Defamation League Foundation 13-2887439Compensation of the Five Highest Paid Employees Other Than Officers , Directors, and Trustees(See page 1 of the instructions. List each one If there are none, enter "None.")

(a) Name and address of each employee paid more ( b) Title and average hours(c) Compensation

(d) Contributions toemployee benefit plans &

(e) Expenseaccount and other

than $50 , 000 per week devoted to position deferred compensation allowances

Clifford Schechter- ----- ---- --------------- -- ---- --- Director, Nat'l PI Giving

605 Third Ave. New York, NY 10158-3560 40 159,846 21,187 - 0 -

Lori Kranczer ....------ ---- --------------- -- --------- -- - -Assoc Dir, Endowments

60 Third Ave. New York, NY 101 58-35605 & Planned Givin - 40 94,131 11,021 -0-

Paul Lisotta----------------------------------------------------- Controller

605 Third Ave. New York, NY 10158-3560 40 86,817 14,671 -0-

Susan Kay Director of Planned Giv,

605 Third Ave. New York, NY 10158-3560 Chicago Reg ion - 40 81,105 7,590 -0-

Howard Moss............................................... Planned Giv, Legacies &

605 Third Ave. New York, NY 10158-3560 Endowm't Assoc - 40 70,886 22,012 -0-

Total number of other employees paid over $50 , 000 ► 15 * * based upon col. (c) through (e) agg ate totals

Compensation of the Five Highest Paid Independent Contractors for Professional Services(See page 2 of the instructions. List each one (whether individuals or firms) If there are none, enter "None.")

( a) Name and address of each independent contractor paid more than $50 ,000 (b ) Type of service (c) Compensation

C. B. Richard Ellis--------------------------------------------------------------------------------200 Park Avenue New York, NY 10166 Real Estate Broker commission 1,004,565

Rose Associates----- ---- -- ----------- ----- -- - --200 Madison Avenue New York, NY 10010 Real Estate Mana gement 283,824

Fried Frank Harris Shriver & Jacobson LLP--------------------------------------------------------------------------------One New York Plaza New York, NY 10004-1970 Leg al 250,000

_ Berger Rait Design Associates, Inc.----------------------------------------------

411 Fifth Avenue New York, NY 10016 Architects 92,450

--------------------------------------------------------------------------------

Total number of others receiving over $50,000 forprofessional services . . . . ► None

JG^ Compensation of the Five Highest Paid Independent Contractors for Other Services(List each contractor who performed services other than professional services, whether individuals orfirms. If there are none, enter "None." See page 2 of the instructions.)

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

One Source NY, Inc.--------------------------------------------------------------------------------PO Box 930724 Atlanta, GA 31193-0844 Cleanin g & Janitorial 534,766

_ Clark Investigation-& Security

34-10 56th Street Woodside, NY 11377 Security 212,960

Securitas Security Systems USA Inc.--------- -------- ---------- -- -- - - -PO Box 905539 Charlotte, NC 28290-5539 Security 180,894

.J._T. Falk & CompanX LLC------- - -- ------- -- -- ------ ---- -------

227 West 19th Street New York, NY 10011 Construction 89,008

Total number of other contractors receiving over$50,000 for other services ► None

For Paperwork Reduction Act Notice , see the Instructions for Form 990 and Form 990-EZ. Schedule A (Form 990 or 990-EZ) 2005

(HTA) ATX2005 Fvn 2005 Srh A-3 xis

Schedule A ( Form 990 or 990-EZ) 2005 Anti-Defamation Lea gue Foundation 13-2887439 Page 2

Statements About Activities (See page 2 of the instructions.) Yes No

1 During the year, has the organization attempted to influence national, state, or local legislation, including any

attempt to influence public opinion on a legislative matter or referendum? If "Yes," enter the total expenses paid

or incurred in connection with the lobbying activities $ N/A (Must equal amounts on line 38,

Part VI-A, or line i of Part VI-B) 1 X

Organizations that made an election under section 501(h) by filing Form 5768 must complete Part Vl-A Other

organizations checking "Yes" must complete Part VI-B AND attach a statement giving a detailed description of

the lobbying activities

2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any

substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or

with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority

owner, or principal beneficiary? (If the answer to any question is "Yes," attach a detailed statement explaining the

transactions.)

JJa Sale , exchange, or leasing of property? 2a wX

b Lending of money or other extension of credit? 2b X

c Furnishing of goods, services, or facilities? 2c X

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)' See Part V-A, Form 990 2d X

e Transfer of any part of its income or assets? 2e X

3 a Do you make grants for scholarships, fellowships, student loans, etc ? (If "Yes," attach an explanation of how

you determine that recipients qualify to receive payments) 3a X

b Do you have a section 403(b) annuity plan for your employees? 3b X

c During the year, did the organization receive a contribution of qualified real property interest under section 170(h)? 3c X

4 a Did you maintain any separate account for participating donors where donors have the right to provide advice

on the use or distribution of funds? - 4a X

b Do you provide credit counseling, debt management, credit repair, or debt negotiation services? 4b X

Reason for Non-Private Foundation Status (See pages 3 through 6 of the instructions.)

The organization is not a private foundation because it is (Please check only ONE applicable box )

5 A church, convention of churches, or association of churches Section 170(b)(1)(A)(i)

6 A school Section 170(b)(1)(A)(ii) (Also complete Part V.)

7 A hospital or a cooperative hospital service organization Section 170(b)(1)(A)(111)

8 A Federal, state, or local government or governmental unit Section 170(b)(1)(A)(v)

9 A medical research organization operated in conjunction with a hospital Section 170(b)(1)(A)(ni) Enter the hospital's

name , city, and state ►

10 D An organization operated for the benefit of a college or university owned or operated by a governmental unit Section170(b)(1)(A)(iv) (Also complete the Support Schedule in Part IV-A)

11 a An organization that normally receives a substantial part of its support from a governmental unit or from the generalpublic Section 170(b)(1)(A)( vi) (Also complete the Support Schedule in Part IV-A )

11 b D A community trust Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A )

12 An organization that normally receives ( 1) more than 33 1/3% of its support from contributions , membership fees , and grossreceipts from activities related to its charitable, etc , functions-subject to certain exceptions , and (2 ) no more than 33 1/3%of its support from gross investment income and unrelated business taxable income ( less section 511 tax) from businessesacquired by the organization after June 30, 1975 See section 509(a )( 2) (Also complete the Support Schedule in Part IV-A )

13 LI An organization that is not controlled by any disqualified persons ( other than foundation managers ) and supports organizations

described in (1) lines 5 through 12 above, or (2) sections 501(c)(4 , ( 5), or (6 ), if they meet the test of section 509(a )(2) Checkthe box that describes the type of supporting organization LX Type 1 Type 2 Type 3

Provide the following information about the supported organizations (See page 6 of the instructions )

(a) Name(s) of supported organization(s) I (b) Line numberfrom above

Anti-Defamation League of B'nai B'rith 11a

14 An organization organized and operated to test for public safety Section 509(a )(4) (See page 6 of the instructions )

ATX2005 Fdn 2005 SCh A-3 xis 11/15-06 14 24 Schedule A (Form 990 or 990 -EZ) 2005

Schedule A (Form 990 or 990-EZ) 2005 Anti-Defamation League Foundation 13-2887439 Page 3

' • Support Schedule (Complete only if you checked a box on line 10, 11, or 12) Use cash method of accounting.N/A

Note : You may use the worksheet in the instructions for convettina from the accrual to the cash method of accounting

Calendar year (or fiscal year beginning in ) ► (a) 2004 (b) 2003 (c) 2002 (d) 2001 (e) Total

15 Gifts, grants, and contributions received (Do

not include unusual grants See line 28.)

16 Membership fees received

17 Gross receipts from admissions, merchandise

sold or services performed, or furnishing of

facilities in any activity that is related to the

organization's charitable, etc , purpose

18 Gross income from interest, dividends,

amounts received from payments on securities

loans (section 512(a)(5)), rents, royalties, and

unrelated business taxable income (less

section 511 taxes) from businesses acquired

by the organization after June 30, 1975

19 Net income from unrelated businessactivities not included in line 18

20 Tax revenues levied for the organization's

benefit and either paid to it or expended on

its behalf

21 The value of services or facilities furnished to

the organization by a governmental unit

without charge Do not include the value of

services or facilities generally furnished to the

public without charge

22 Other income Attach a schedule Do notinclude gain or (loss) from sale of capital assets

23 Total of lines 15 throug h 22

24 Line 23 minus line 17

25 Enter 1% of line 23

26 Organizations described on lines 10 or 11: a Enter 2% of amount in column (e), line 24 ► 26a

b Prepare a list for your records to show the name of and amount contributed by each person (other than agovernmental unit or publicly supported organization) whose total gifts for 2001 through 2004 exceeded the

amount shown in line 26a Do not file this list with your return. Enter the total of all these excess amounts ► 26b

c Total support for section 509(a)(1) test Enter line 24, column (e) ► 26c

d Add Amounts from column (e) for lines 18 19

22 26b ► 26d

e Public support (line 26c minus line 26d total) ► 26e

If Public support percentage (line 26e (numerator) divided by line 26c (denominator)) ► 26f

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person,"prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person " Do notfile this list with your return . Enter the sum of such amounts for each year

(2004) (2003) (2002) (2001)--------------------------- ......... ............... .......... -............. .............. ----------b For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records

to show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2)$5,000 (Include in the list organizations described in lines 5 through 11 b, as well as individuals.) Do not file this list with your return.After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these

differences (the excess amounts) for each year

(2004)--------- --------- - -

(2003)---- - -- --

(2002) (2001)

c Add Amounts from column (e) for lines 15 16

17 20 21 ► 27c

d Add Line 27a total and line 27b total ► 27d

e Public support (tine 27c total minus line 27d total) ► 27e

If Total support for section 509(a)(2) test Enter amount from line 23, column (e) ► 27f

g Public support percentage ( line 27e ( numerator) divided by line 27f (denominator)) ► 27

h Investment income percentage (line 18 , column (e) (numerator ) divided by line 27f (denominator)) ► 27h

28 Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 2001 through 2004, prepare

a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of

the nature of the grant Do not file this list with your return . Do not include these grants in line 15

ATX2005 Fdn 2005 Sch A 3 As 11115106 14 24 Schedule A (Form 990 or 990-EZ) 2005

Schedule A ( Form 990 or 990-EZ ) 2005 Anti-Defamation Lea gue Foundation 13-2887439 Page 4

JgM Private School Questionnaire ( See page 7 of the instructions)N/ATo be completed ONLY by schools that checked the box on line 6 in Part IV )

29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter , bylaws, Yes Noother governing instrument , or in a resolution of its governing body 29

30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its

brochures , catalogues , and other written communications with the public dealing with student admissions, ' ,.

programs , and scholarships? 30

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during

the period of solicitation for students , or during the registration period if it has no solicitation program, in a way thatmakes the policy known to all parts of the general community it serves? 31

If "Yes," please describe , if "No," please explain ( If you need more space, attach a separate statement)

-----------------•---.---•------__-._----•----•-•------------------ -------•-•----- ---.--__-------------- l!" YI

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

32 Does the organization maintain the following

a Records indicating the racial composition of the student body, faculty, and administrative staff? 32a

b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatorybasis? 32b

c Copies of all catalogues , brochures , announcements , and other written communications to the public dealing withstudent admissions , programs , and scholarships? 32c

d Copies of all material used by the organization or on its behalf to solicit contributions? 32d

If you answered "No" to any of the above , please explain ( If you need more space , attach a separate statement)

---------------------------------------------------- -------------------------------•------------------------------•-----------------------------------------------------------------------------------------------------------------------

33 Does the organization discriminate by race in any way with respect to

a Students ' rights or privileges? 33a

b Admissions policies? 33b

c Employment of faculty or administrative staff? 133c

d Scholarships or other financial assistance? 133d

e Educational policies? . . 133e

f Use of facilities? . . . 33f

g Athletic programs?

h Other extracurricular activities? 133h

If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement )

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

34 a Does the organization receive any financial aid or assistance from a governmental agency? 34a

b Has the organization's right to such aid ever been revoked or suspended?

If you answered "Yes" to either 34a or b, please explain using an attached statement

35 Does the organization certify that it has complied with the applicable requirements of sections 4 01 through

4 05 of Rev Proc 75-50, 1975-2 C B 587, covering racial nondiscrimination? If "No," attach an explanation

AT)(2005 Fdn 2005 Sch A-3 xis 11,15.'06 14 24

34b

35

Schedule A (Form 990 or 990-EZ) 2005

Schedule A (Form 990 or 990-EZ) 2005 Anti-Defamation Lea gue Foundation 13-2887439 Page 5

Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions)N/A

.(To be completed ONLY by an eligible organization that filed Form 5768)

Check ► a J if the organization belongs to an affiliated group Check ► b F1 if you checked "a" and "limited control" provisions apply

Limits on Lobbying Expenditures To be completedAffiliated group

for ALL electing

(The term "expenditures" means amounts paid or incurred)totals

organizations

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 36

37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37

38 Total lobbying expenditures (add lines 36 and 37) 38

39 Other exempt purpose expenditures 39

40 Total exempt purpose expenditures (add lines 38 and 39) 40

41 Lobbying nontaxable amount Enter the amount from the following table-

If the amount on line 40 is- The lobbying nontaxable amount is- I IT" ' 'y

Not over $500,000 20% of the amount on line 40 ';1;1,.

Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 41

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

42 Grassroots nontaxable amount (enter 25% of line 41) 42

43 Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 43

44 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38 44

Caution : If there is an amount on either line 43 or line 44, you must file Form 4720

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five columns below

See the instructions for lines 45 throuoh 50 on oaae 11 of the instructions )

ILobbying Expenditures During 4-Year Averaging Period

Calendar year (or

fiscal year beginning in ) ►(a)

2005

(b )

2004

( c)

2003

(d)

2002

(e)

Total

45 Lobbying nontaxable amount

46 Lobbying ceiling amount (150% of line 45(e))

47 Total lobbying expenditures

48 Grassroots nontaxable amount

49 Grassroots ceiling amount (150% of line 48(e))

50 Grassroots lobbying expenditures

IJ Lobbying Activity by Nonelecting Public Charities N/A(For reporting only by organizations that did not complete Part VI-A) (See page 11 of the instructions)

During the year, did the organization attempt to influence national, state or local legislation, including anyYes No Amount

attempt to influence public opinion on a legislative matter or referendum, through the use of

a Volunteers . . . . . . . . . .

b Paid staff or management (Include compensation in expenses reported on lines c through h.)

c Media advertisements .

d Mailings to members, legislators, or the public .

e Publications, or published or broadcast statements

f Grants to other organizations for lobbying purposes

g Direct contact with legislators, their staffs, government officials, or a legislative body

h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means

i Total lobbying expenditures (Add lines c through h.)

If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying activities

ATX2005 Fdn 2005 Sch A -3 As 11115,06 14 24 Schedule A (Form 990 or 990-EZ) 2005

Schedule A (Form 990 or 990-EZ) 2005 Anti-Defamation Leag ue Foundation 13-2887439 Page 6

JWMM Information Regarding Transfers To and Transactions and Relationships With Noncharitableexempt Organizations (See page 12 of the instructions )

51 Did the reporting 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 organization to a nonchantable exempt organization of Yes No

(I) Cash 51a(i) X

(ii) Other assets a(ii) X

b Other transactions

(i) Sales or exchanges of assets with a nonchantable exempt organization b( i) X

(ii) Purchases of assets from a nonchantable exempt organization b(ii) X

(iii) Rental of facilities, equipment, or other assets b(iii)X

(iv) Reimbursement arrangements b(iv) X

(v) Loans or loan guarantees b ( v) X

(vi) Performance of services or membership or fundraising solicitations b(vi) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees c X

d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market valueof the goods, other assets, or services given by the reporting organization If the organization received less than fair market valuein any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

52 a Is the organization directly or indirectly affiliated with , or related to , one or more tax-exempt organizationsdescribed in section 501 (c) of the Code (other than section 501 (c)(3)) or in section 527' ► Yes Q No

ATX2005 Fdn 2005 SCh A-3 Is 11 15!06 14 24 Schedule A (Form 990 or 990 -EZ) 2005


STATEMENT

Table of Contents - Statements attached to Form 990

1 Schedule of Gains and Losses from Sale of Securities: Part I Line 8c col (A)

2 Sale of assets other than inventory or securities Part I Line 8 col (B)

3 Payments to Affiliate. Part I Line 16

4 Other Changes in Net Assets or Fund Balances Part I Line 20

5 Breakdown of Key Employees' and Officer's Compensation Part II Line 25

6 Depreciation & Accumulated Depreciation: Part II Line 42, Part IV Line 57

7 Purpose and Statement of Program Service Accomplishments Part III

8 Investments in Securities Part IV Line 54

9 Other Assets- Part IV Line 58

10 Other Liabilities: Part IV Line 65

11 Total revenue, gains, and other support per audited financials Part IV-A

12 Reconciliation of Expenses per Audited Financial Statements with Expenses per Return: Part IV-B

13 Explanation of number of employees reported in Part VI Line 90b

14 Relationship of Activities to the Accomplishment of Exempt Purposes: Part VIII

15 List of Current (2005) Officers, Directors, Trustees & Key Employees: Part V-A

16 All known relationships between and among officers, directors, key employees, the next 5 highest paidemployees, the 5 highest paid independent contractors for professional services, and the next 5highest paid independent contractors for non-professional services: Part V-A Line 75b

17 Employees whose compensation was provided in part by a related organization* Part V-A Line 75c

18 Related Organizations: Part VI Line 80

19 List of States receiving Form 990. Part VI Line 90a

20 Amended By-laws. Part VI Line 77

Filename /900-2005/Fdn990 2005-6 A s „/,4/061254 Table of Contents - Statements

Form 990 (2005) ANTI - DEFAMATION LEAGUE FOUNDATION

STATEMENTS 1, 2, & 3

13-2887439

Statement I Schedule of Gains and Losses from Sale of Securities : Part I Line 8c col (A)

Portfolio (Manager / Custodian)

Bernstein / Bank of America Collateral AccountBernstein / Bank of New York Philanthropic FundsShepherd Investments International Ltd.PIMCO FundsTweedy, Browne Fund Inc Managed AccountWilliam Blair International Growth FundEssex ManagementFayez Sarofim & Co.Tapestry Overseas Fund Ltd. Class AFirst Manhattan Co.Elkhorn PartnersRose Community FoundationBernstein / Bank of New York Pooled Income FundBernstein / BNY Charitable Remainder Annuity TrustsBernstein / BNY Charitable Remainder UnitrustsBernstein / BNY Gift Annuity accountsPioneer Investments Mid Cap Value Fund ARBC Dain Rauscher

Disposal Date(s) Gain / (Loss)

May & Oct 2005 $ (81,190)various 67,540

Jan & Mar 2005 133,073Dec 2005 26,425Jun 2005 232,214Dec 2005 148,529various 379,944various 100,647Jan 2005 326,745various 183,510Dec 2005 23,164Dec 2005 12,587

Jan, Mar & Nov 2005 1,668various 175,552various 160,631various (75,224)Apr 2005 372Jan 2005 51,428

$ 1,867 ,615 to Line 8c , coy (A)

Statement 2 Sale of assets other than inventory or securities: Part I Line 8 col (B)

Sale of headquarters building in New York City purchased Jan 15, 1979, and sold to 823 United Nations

Development LLC on Nov 1, 2005.

Gross Sales Price $101,000 ,000 to Line 8a , co! (B)

Original cost, land and building $ 13 ,071,320+ Cost of subsequent improvements 22,042,864

- Depreciation taken since acquisition (24,574,602)

= Basis in property 10,539,582+ Fees , sales expenses , and unrelated business

income taxes 13,243,193Total adjusted basis and sales expenses 23,782 ,775 to Line 8b , col (B)

Gain on sale of building $ 77,217 , 225 to Line 8c , col (B)

Statement 3 Payments to Affiliate: Part I Line 16

Charitable Distribution to Affiliate

ANTI-DEFAMATION LEAGUE OF B'NAI B'RITH

(2005 address): 823 United Nations PlazaNew York, NY 10017

Amount

$ 5,263 ,251 to Line 16

Filename '890-2005 Fdn 990 2005 6 xIs 11 19•' 12 5 9 Statements 1, 2, & 3


STATEMENTS 4, 5, & 6

Statement 4 Other Changes in Net Assets or Fund Balances : Part I Line 20

Amount

Unrealized increase in fair market value of unrestricted investments $ 778,477Unrealized increase in fair value of temporarily restricted investments 1,941,067Change in the value of Charitable Trust and Annuity investments (806,827)Change in the cash surrender value of life insurance policy 151,134Loss on early extinguishment of indebtedness (4,144,011)Increase in fair value of ten-year fixed rate Swap Agreement 111,596

$ (1,968,564)

to Line 20

Statement 5

Name and Title

(C)(A) Total (B) Management (D)

Compensation Proaram and General Fundraisina

Abraham Foxman, Trustee 151,246 20% 30,249 0% 0 80% 120,997

Cary l Stern, Assistant Secreta ry 47,126 10% 4,713 80% 37,700 10% 4,713Marshall Levin, Trustee & Assoc Dir /Devel. 118,750 0% 0 0% 0 100% 118,750Michael Keliman, Asst. Treas. & Exec. Dir. 104,375 70% 73,062 29% 30,269 1% 1,044Arnold Forster, Trustee & General Counsel 42,000 0% 0 100% 42,000 0% 0Michael Salberg , Assistant Secreta ry 77,250 70% 54,075 30% 23,175 0% 0

Totals to Line 25 540,747 162,099 133 , 144 245,504

Statement 6 Depreciation & Accumulated Depreciation : Part II Line 42; Part IV Line 57

2005 Deprec . Accumulated BookDescription Cost Expense Depr/Amort Value

Land, Los Angeles & Israel $ 1,150,243 $ 1,150,243Buildings, L.A. & Israel 4,150,445 $ 971,388 $ 2,062,099 2,088,346Building Improvements, L A 566,803 1,178,262 512,560 54,243

$ 5,867 ,491 $ 2 , 149,650 $ 2 ,574,659 $ 3,292,832

to Line 57a to Line 42 to Line 57b to Line 57c

Amortization of Bond discounts and leasecommissions 141,688 to Line 43d

Total Depreciation and Amortization expense $ 2,291,338

13-2887439

Breakdown of Key Employees' and Officer's Compensation: Part II Line 25

Filename 1990200&Fdn9902005-6nIs „,.x,209 Statements 4, 5, & 6

Form•990 (2005) ANTI - DEFAMATION LEAGUE FOUNDATION 13-2887439

Statement 7 - Purpose and Statement of Program Service Accomplishments: Part III

Primary Exempt Purpose : The Anti-Defamation League Foundation's primary exempt purpose is toassist the Anti-Defamation League of B'nai B'rith in its principal objectives, and to encourage andadminister endowments, bequests, and other gifts.

Program Service Accomplishments :

a. Building Supports the Anti-Defamation League of B'nai B'rith (ADL) through ownership and administration

of buildings in New York, NY and Los Angeles, CA. These buildings housed ADL's two largest offices. Therelationship and close proximity of the NY building to the United Nations provided access to and created synergywith many countries and peoples in the European Union. The use of the Foundation's property by its internationaltenants, ADL, B'nai B'rith International, Republic of Austria, Kingdom of Belgium, Council of the EuropeanUnion, and the Kingdom of Spain contributed importantly to and supported both the domestic and internationalexempt activities of the Foundation. The NY building was sold in Nov 2005 (see Statement 2). $ 7,229,379

b. Education Furthers the ADL mission through its support of the design and delivery of intergroup, Holocaust,

anti-bias, and other educational programs and materials for use in classrooms and on college campuses, as well as

with community groups, corporations, civic associations, religious organizations, youth movements, and other

nontraditional learning contexts. Working with domestic and international counterterrorism experts and law

enforcement, and providing the resources and information to help people cope with real and potential threats and to

do everything possible to guard against them, the ADL mission is furthered both here and abroad, especially in the

Western Hemisphere. The association also helps ADL in its mission to track extremists and hatemongers, gather

data and share information with domestic and international law enforcement, the media and the public with the

goal of stopping hatred and extremism before they can strike or spread. Working closely with schools at all

academic grade levels, national, regional, and local educational organizations, community groups, and corporate

entities, the Education Division strives to educate people to value diversity, remember and learn from the

Holocaust, and eradicate anti-Semitism, racism, and bigotry of all kinds. This work is undertaken through the

Education Division's six departments: the A WORLD OF DIFFERENCE® Institute; the Braun Holocaust

Institute; the Campus Affairs Department; the Education Policies and Programs Department; the

Training and Resource Department; and the Administration Department. 419,609

c. Regional Operations Supports ADL's coast-to-coast network of 29 regional offices. Regional staff and

boards reach out to local communities with the substance of ADL programs. The regional offices providelocal data, information about trends, and the perspective to help develop national ADL policy andprograms. 75,107

d. International Affairs and Interfaith Programs Helps support the League in maintaining contacts throughoutEurope, the Mideast, and the United States from which information is gathered relating to political and socialmovements which impact anti-Semitism and bigotry. Helps implement anti-hatred training for law enforcement andother agencies domestically and internationally, ensuring that the teachings of the Holocaust reflect historicalaccuracy, establishing relationships with diplomats, heads of state, foreign ministers, United Nations representatives,and other government and ambassadorial representatives in the U.S. and internationally to communicate theimportance of security of all peoples, and to advance international governments to condemn racist violence, holdinginternational conferences to raise the prominence of anti-Semitism as a threat to all democracies around the world,especially those in the Western Hemisphere, educating foreign governments on how to take action against anti-Semitic speech and actions in their respective jurisdictions, tracking and reporting religious extremism and domesticand international terrorism, racism, anti-Semitism, and xenophobia wherever it occurs, working with foreign leaderson taking positive and discernable actions against extremism and terrorism. Observes trends in Israel and theMideast. Prepares and disseminates reports and data concerning the Mideast affecting the image of Israel andanti-Semitism in the United States. Initiates educational programs regarding Mideast and Israeli affairs throughwhich information is channeled to the national office. Develops programs of cooperation on intergroupunderstanding and human relations with Catholic and Protestant religious groups at community, regional, andnational levels. Participates in educational and action programs in interfaith efforts. Organizes trainingprograms and curriculum development for seminars and religious-oriented educational institutions. 45,264

e. Other program services: Leadership ($42,901); Civil Rights ($17,934), and Marketing &Communications ($4,000 ) 64,835

Total of Program Service Expenses $ 7,834,194

to Part III

Filename 199 0-2 0051Fdn 990 2005-C xls 11 14'06 14 59 Statement 7


STATEMENTS 8, 9, 10 & 11

Statement 8 Investments in Securities : Part IV Line 54

Invested cash and short-term investmentsFixed income securitiesMutual funds - equitiesMutual funds - fixed incomeCommon stocksAbsolute return fundsLimited partnership - real estate

13-2887439

Amount

$ 51,607,1114,754,12119,820,2299,927,4519,337,981

49,365,3461,400,000

$ 146,212 , 239 to Line 54

Statement 9 Other Assets : Part IV Line 58Amount

Advances and other receivables $ 705,827Due from Anti-Defamation League of B'nai B'rith 1,353,255

$ 2,059 , 082 to Line 58

Statement 10 Other Liabilities : Part IV Line 65Amount

Charitable trusts and annuity agreements $ 10,297,509Other payables related to sale of NY building 6,850,000

$ 17,147, 509 to Line 65

Statement 11 Total revenue , -g ains, and other support per audited financials : Part IV-A

From the audited financial statements, Schedule 2 (Consolidating Schedule - Statement of Activities).

Total public support and revenue:

Other changes in unrestricted net assets,Net appreciation in fair value of investmentsRental income - New York and Los Angeles buildingsLoss on early extinguishment of indebtednessOther, net - (Decrease in value of Swap agreement)

Other changes in temporarily restricted net assets:ContributionsChange in the value of charitable trust and annuity agreementsInterest and dividendsNet appreciation in fair value of investmentsNet assets released from restrictions

Change in permanently restricted net assets- Contributions

Total Revenues per audited financial statements

$ 91,666,839

1,395,8922,143,666(4,144,011)

111,596

1,187,927(193,245)452,380

3,027,969

(790,158)

4,739,934

$ 99,598 ,789 to Part IV-A Line a

Fdemmne I990-2005'Fdn 990 2005.6 xis 11 14% 12 59 Statements 8, 9, 10 & 11


STATEMENTS 12, 13 & 14

Statement 12 Reconciliation of Expenses per Audited FinancialStatements with Expenses per Return : Part IV-B

Occupancy expenses recognized per instructions for Line 2 $ 2,708,777

Payments to affiliate per Statement 3 and Line 16 5,263,251

Subtotal - Statement 12 reconciling items $ 7,972, 028 to Part IV-B d(2)

+ Total expenses and losses per audited financial statements 8,880,631

+ Other reconciling item: Add back Investment Fees nettedagainst revenue on audited financials but not on 990 207,421

= Total expenses plus payments to affiliates $ 17,060,080

Deduct. Payments to affiliate (not includable in Part II expenses) (5,263,251)

= Total Functional Expenses per Part II $ 11,796,829

to Part IV-13 a

to Parts IV-A d(1) & IV-B d(1)

= Line 17 & Part IV-B e

(2nd "Statement 12 item" above)

= Line 44 col (A)

Statement 13 Explanation of number of employees reported in Part VI Line 90b

The three employees reported on Line 90b are only those paid directly by the Anti-Defamation LeagueFoundation. This does not include additional key employees, officers, management, and staff employeesdesignated as working for the ADL Foundation, but whose payroll is paid through a related organization, TheAnti-Defamation League of B'nai B'rith (the "League"). The salary and benefit expenses for these designatedADL Foundation officers and employees are disclosed in Part II of this return, and have been deducted fromthe salary and benefit expenses reported in the League's Form 990.

Statement 14 Relationship of Activities to the Accomplishment of Exempt Purposes : Part VIII

Line 93a Gross rental income received from all tenants in buildings owned and maintained for thebenefit of related parties. The primary exempt purpose of the ADL Foundation is to support theAnti-Defamation League of B'nai B'rith (the "League"). The relationship and close proximity ofthe NY building to the United Nations provided access to and created synergy with many countriesand peoples in the European Union. The use of the Foundation's property by its internationaltenants, the League, B'nai B'rith International, Republic of Austria, Kingdom of Belgium, Councilof the European Union, and the Kingdom of Spain contributed importantly to and supported boththe domestic and international exempt activities of the ADL Foundation and the League.

Rename '990.2005[Fdn9902005-6n1s 11 ISM 1433 Statements 12, 13 & 14


STATEMENT 15 - List of Officers, Directors , Trustees, and Key Employees - Part V-A

Key Employees of the Organization

(B) Title and average (D) Contributions to (E) Expense(A) Name and address hours per week (C) Compensation employee benefit plans account and

devoted to position & deferred com pensation other allowances

Abraham H. Foxman605 Third Avenue Trustee

New York, NY 10158-3560 13 $ 151 ,246 $ 29 ,741 $ 9,432Caryl M. Stern

605 Third Avenue Assistant SecretaryNew York, NY 10158-3560 8 47,126 8 ,422 1,691

Marshall S . Levin Trustee, & Associate605 Third Avenue Director of Development

New York, NY 10158-3560 20 118 , 750 12 , 631 1,125Michael A. Kellman Assistant Treasurer &605 Third Avenue Executive Director

New York, NY 10158-3560 20 104 , 375 14 ,503 1 ,791

Totals $ 421 ,497 $ 65 , 297 $ 14 ,039

Totals to Form 990 Part V-A

Other Employee / Officers

Arnold Forster Trustee, and605 Third Avenue General Counsel

New York, NY 10158-3560 6 $ 42,000 $ 0 $ 0Michael Salberg605 Third Avenue Assistant Secretary

New York, NY 10158-3560 20 77 ,250 10 ,881 0

Totals $ 119 ,250 $ 10 , 881 $ -

Totals to Form 990 Part V-A

All other officers, directors, and trustees worked part time as needed, and neither received nor were allocated anycompensation, contributions to benefit plans, or expense accounts from the ADL Foundation.

Trustee - Officers of the OrganizationThomas C. Homburger, President William R. Sapers, Vice PresidentDavid H. Strassler, Exec Vice President Douglas Krupp, Vice President

Leo Greenland, Vice President

Theodore F. Perlman, SecretaryCharles F. Kriser, Treasurer

Additional Trustees of the OrganizationBarbara B. Balser Burton M. JosephRonald Davis Balser Martin KarlinskyHoward P. Berkowitz Thomas R. KullyKenneth J. Bialkin Ronald LauderNathan Gantcher Burton S. LevinsonMaxwell E. Greenberg Glen LewyJames Grosfeld I. Barry Mehler

All Employees, Officers and Trustees can be reached c/o

Milton S. SchneiderGeorge StarkRobert G SugarmanGlen A. Tobias

eceased Dec 2005)

George E MossRobert H. NaftalyAlbert A. PollansAlvin J. RockoffMelvin SalbergMarla SchaeferSherwin Glass (d

Anti-Defamation League Foundation

605 Third AvenueNew York, NY 10158-3560

Filename W0-200s.Fdn 990 200 5-6 11 4M 12 59 Statement 15


STATEMENTS 16, 17, 18 & 19

STATEMENT 16 - All known relationships between and among officers, directors , key employees,the next 5 highest paid employees , the 5 highest paid independent contractors for professionalservices , and the next 5 highest paid independent contractors for non-professional services : Line 75b

Barbara B. Balser and Ronald Davis Balser are related by marriage.

Trustee Melvin Salberg is the father of ADL Foundation Assistant Secretary Michael Salberg.

STATEMENT 17 - Employees whose compensation was provided in part by a related organization: 75c

The five employees listed below served both the Anti-Defamation League Foundation and the Anti-Defamation Leagueof B'nai B'rith (the "League" - EIN 13-1818723). The % allocations of time between the League and the Foundation havebeen applied to a standard 40 hour full time work week and to the total compensation and benefits. The resulting allocatedhours, compensation and contributions to employee benefit plans have been recorded on the Forms 990 for these twoorganizations. The following compensation and benefits amounts were paid by the League:

Allocated Averaae(D) (E)

Contributions Expense Acct.to ADL

Name LeagueHours

per week(C)

Compensationto EmployeeBenefit Plans

and otherAllowances

Abraham Foxman 67% 27 $ 307,075 $ 60,384 $ 19,150

Cary l M. Stern 80% 32 188,505 33,687 6,764

Marshall S. Levin 50% 20 118,750 12,631 1,125

Michael A Kellman 50% 20 104,375 14, 504 1,790

Michael Salberg 50% 20 77,250 10,881 0

STATEMENT 18 - Related Organizations: Part VI Line 80

Anti-Defamation League of B'nai B'rith Exempt

Anti-Defamation League Foundation Common Fund Exempt

STATEMENT 19 - List of States receiving Form 990: Part VI Line 90a

Alabama Illinois Missouri Pennsylvania

Alaska Kansas New Hampshire Rhode Island

Arizona Kentucky New Jersey South Carolina

Arkansas Louisiana New Mexico Tennessee

California Maine New York Utah

Colorado Maryland North Carolina Virginia

Connecticut Massachussets North Dakota Washington

District of Columbia Michigan Ohio West Virginia

Florida Minnesota Oklahoma Wisconsin

Georgia Mississippi Oregon

Rename 0-200%Fan990 =0056x15 11.14:06 12 59 Statements 16, 17 , 18 & 19


TRUE COPY

Statement 20 - Amended By-Laws - Part VI Item 77

Amended November 9, 1996Amended November 2, 2001Amended June 3, 2005

BY-LAWS

OF

ANTI-DEFAMATION LEAGUE FOUNDATION

Article I: Name

The name of this Corporation is Anti-Defamation League Foundation (hereinafter referred to as the"Corporation" or "ADL Foundation").

Article II: Purposes

The purpose for which the Corporation is formed is to help promote the mission of the Anti-DefamationLeague of B'nai B'rith ("ADL") through the maintenance and, where appropriate, prudent investment ofthe endowments, trusts, philanthropic funds, real estate and other assets held by the ADL Foundationfrom time to time as more fully set forth in the Corporation's Certificate of Incorporation. These assetsand their proceeds are to be used to assist and support the mission and purposes of ADL.

Article III: Member

The Corporation shall have one member, which shall be ADL (the "Member"). All of the Member'spowers, rights and privileges as such member shall be exercised by a three person committee of the ADL("Member Committee"), comprised of those individuals holding the office of Chair of the ADL NationalCommission, the immediate past Chair of the ADL National Commission, and the President of the ADLFoundation from time to time. The Member Committee shall have the authority to act on behalf of theMember unless otherwise prohibited from doing so by any applicable statute or express provision of theseBy-laws. Any act of the Member Committee shall require the affirmative vote of not less than two-thirdsof the individuals comprising the Member Committee. In the event the immediate past Chair of the ADLNational Commission is serving as President of the ADL Foundation or is otherwise unable for anyreason to serve on the Member Committee, the vacancy shall be filled by the individual who mostrecently served as Chair of the ADL National Commission and is available and willing to serve on theMember Committee. Unless the express provisions of this Article III provide otherwise, meetings of theMember Committee shall be governed by the provisions of Article IV of these By-laws. A quorum of theMember Committee shall be not less than two-thirds of the individuals comprising the MemberCommittee. Any certificate or other written statement signed by the Member Committee, statingdecisions or actions therein set forth as approved by the Member Committee shall be deemed to be, andmay be relied upon by this Corporation for all purposes as, the duly authorized decisions or actions of theMember.

Article IV: Meetings of the Member

Section 1 . A meeting of the Member, acting through the Member Committee, shall be held annually atsuch time as shall be determined, and at such place as shall be designated by the Member Committee, forthe purpose of conducting such corporate business as may be necessary in the manner provided in Article

Statement 20 Page 1 of 6

V, and for the transaction of such other business as may be determined by the Member Committee or asmay otherwise properly be brought before the meeting. Any meeting of the Member Committee may beconducted by conference telephone or other communications equipment by means of which all personsp .rticipating in the meeting can hear each other at the same time.

Section 2 . Written notice of the annual meeting of the Member, stating the time, place and purpose orpurposes thereof, shall be delivered not less than 10 days nor more than 50 days before the date of themeeting, either personally or by first class mail to each member of the Member Committee; provided that,to the extent permitted by applicable law, such notice may be delivered by facsimile or other electronicmedia.

Section 3 . Special meetings of the Member, acting through the Member Committee, for any purpose orpurposes, unless otherwise prescribed, from time to time, by statute or by the Certificate of Incorporation,may be called by not less than one-third of the individuals comprising the Member Committee.

Section 4 . Written notice of any special meeting, stating the time, place, individual or individuals callingthe meeting, and the purpose or purposes thereof, shall be delivered not less than 10 nor more than 50days before the date of the meeting, either personally or by first class mail, to each member of theMember Committee; provided that, to the extent permitted by applicable law, such notice may bedelivered by facsimile or other electronic media.

Section 5. Any action which may be taken at any annual or special meeting of the Member may be takenwithout a meeting by written consent of all members of the Member Committee, setting forth the actionso taken.

Article V: Trustees

Section 1 . The Corporation shall be managed by a Board of Trustees consisting of the Chair of the ADLNational Commission, the ADL National Director, the ADL Senior Associate National Director/ NationalDirector of Development, all past Chairs of the ADL National Commission, and up to forty Trusteesselected by the Chair of the ADL National Commission and elected by the ADL National Commission.The term of office of each such elected Trustee shall be three years. The Trustees shall be divided intothree classes of Trustees, with an approximately equal number of Trustees in each class, for the purposeof staggering their terms so that the terms of office of one class of Trustees shall expire each year. To theextent any vacancies among the elected Trustees occur by reason of the creation of additional seats on theBoard of Trustees, such additional seats shall be distributed as evenly as possible among the three classesand any Trustees appointed or elected to fill any such seat shall serve for the remainder of the term of theclass in which such vacant seat has been placed. No Trustee whose term shall have commenced on andafter June 3, 2005 shall be eligible to serve on the Board of Trustees for more than three consecutiveterms.

Section 2 . If any vacancy in the Board of Trustees shall occur, such vacancy may be filled by anindividual selected by the Chair of the ADL National Commission and approved by the Member actingthrough the Member Committee. A Trustee selected to fill a vacancy shall serve for the unexpired portionof the term of his/her predecessor in office.

Section 3. The Board of Trustees may exercise all such powers of the Corporation and do all such lawfulacts and things as are not prohibited by statute or by the Certificate of Incorporation or by these By-laws.

Section 4. Notwithstanding the procedure set forth in Article VI, Section 8, any or all of the Trusteesmay be removed for cause either by a vote of the ADL National Commission or by a two-thirds vote ofthe members of the Board of Trustees voting, provided there is a quorum of not less than a majority of allTrustees then in office present at the meeting of the Board of Trustees at which such action is taken.

Section 5. The Board of Trustees may, by a majority vote of the entire Board, appoint Honorary Trusteesfrom time to time who shall serve for a one year term and who may be reappointed by the Board of


Trustees. Such Honorary Trustees shall not be eligible for nomination or election as Officers, but may beelected to positions as Honorary Officers as may be determined by the Board of Trustees pursuant toArticle VII, Section 2, of these By-Laws. Honorary Trustees shall be given notice of all regular meetingsof the Board of Trustees, shall not be counted for purposes of establishing a quorum, shall not have votingrights, and shall be eligible to serve, as non-voting members, on any Committee of the Board of Trusteesexcept the Executive Committee or the Nominating Committee.

Article VI: Meetings of the Board of Trustees

Section 1 . A meeting of the Board of Trustees shall be held annually, in conjunction with and at the samelocation as the annual meeting of the Member, for the purpose of electing officers and for the transactionof such other business as may be determined by the Board or as may properly be brought before themeeting. The Board of Trustees shall meet not less than three times each year; one such meeting may bewaived by consent of a majority of Trustees.

Section 2 . Written notice of the annual meeting, stating the time, place and purpose or purposes thereof,shall be delivered not less than 10 days nor more than 50 days before the date of the meeting, eitherpersonally, by first class mail, or by facsimile or other electronic means to each Trustee.

Section 3. Regular meetings of the Board of Trustees may be held upon such notice and at such time andplace as shall from time to time be determined by the President.

Section 4 . Special meetings of the Board of Trustees, for any purpose or purposes, may be called by thePresident, and shall be called by the President or Secretary upon written request of not less than twentyfive percent (25%) of the Trustees then in office.

Section 5 . Written notice of any special meeting, stating the time, place and purpose or purposes thereof,shall be delivered not less than five business days before the date of the meeting, either personally, by firstclass mail, or by facsimile or other electronic means to each Trustee.

Section 6. A quorum for the transaction of business at any meeting of the Board of Trustees shall consistof a majority of the entire Board of Trustees. The act of a majority of the Trustees present at any meetingat which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater or lessernumber is required by statute or by the Certificate of Incorporation. If a quorum shall not be present atany meeting of the Board of Trustees, the Trustees present thereat may adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorum shall be present. Any one ormore Trustee(s) may participate in a meeting of the Board or a Committee by means of a conferencetelephone or similar communications equipment allowing all persons participating in the meeting to heareach other at the same time. Participation by such means shall constitute presence at the meeting.

Section 7. Any action that may be taken by the Board of Trustees or any Committee thereof may betaken without a meeting if all members of the Board or the Committee consent in writing to the adoptionof a resolution authorizing the action.

Section 8 . If a Trustee shall fail to attend two consecutive duly called meetings of the Board of Trusteesin any 12-month period, such absent Trustee may be removed from office by vote of a majority of theremaining Trustees then in office, at the annual meeting of the Corporation, at any regular meeting of theBoard of Trustees, or at a special meeting duly called pursuant to this Article. At such meeting, theTrustee whose removal is to be considered shall be entitled to be heard and to present explanation ofhis/her absences. The vote thereafter taken shall be by written secret ballot and shall be final andconclusive.

Article VII: Officers

Section 1 . The elected officers of the Corporation shall be chosen from the ranks of the Trustees andshall be a President, an Executive Vice President, one or more Vice Presidents (the exact number of Vice


Presidents to be determined by the President from time to time), a Secretary, and a Treasurer; providedthat the office of President may not be held concurrently by the ADL National Chair. Each elected officershall serve a three year term or until a successor is elected and qualifies. In addition, there shall be thefallowing Officers by virtue of their position who shall not be Trustees: two Assistant Secretaries, whoshall be the individuals holding the positions of ADL Chief Operating Officer and ADL General Counsel;and an Assistant Treasurer, who shall be the individual holding the position of ADL Chief FinancialOfficer. The President shall hold office for no more than one term; provided, however, a former Presidenthaving served one term of office may be eligible for reelection after a lapse of a period of three years.

Section 2 . The Corporation may have such other Officers as shall be determined from time to time by theBoard of Trustees and who shall be elected in the same manner as the Officers specified in Article VII,Section 1, of these By-Laws. The Corporation may also have such Honorary Officers who shall serve insuch honorary capacities as may be determined from time to time by the Board of Trustees, who shall beelected by the Board of Trustees, and whose term of office may be for the life of such Honorary Officer.

Section 3 . In event of a vacancy in any office, the same may be filled in the same manner as the officersspecified in Article VII, Section 1, of these By-Laws for the unexpired portion of the term of such office.

Section 4. The President shall preside at all meetings of the Board of Trustees, and shall perform suchfunctions and duties that are prescribed by the By-laws or otherwise pertain to the office of the President.

Section 5. The Executive Vice President shall assist the President and shall, in the President's absence,perform the duties and exercise the powers of the President.

Section 6. The Vice President (or if there be more than one, the Vice Presidents in the order designatedby the Board of Trustees, or in the absence of designation, then in the order of their election) shall assistthe Executive Vice President and the President and shall, in the absence of both the President andExecutive Vice President, perform the duties and exercise the powers of the President.

Section 7. The Treasurer shall have general oversight of the financial affairs of the Corporation includingwithout limitation (i) the maintenance of the financial records of the Corporation; (ii) establishing andmaintaining a system of internal controls regarding finance and accounting; (iii) causing the AssistantTreasurer of the Corporation to issue periodic financial reports provide for an annual audit of theCorporation's financial statements in cooperation with the Chair of the combined ADL/ADL FoundationAudit Committee; (iv) ascertaining that the tax and other information reporting forms of the Corporationare timely filed in each jurisdiction in which such filing is required; (v) perform such other duties whichmay be assigned to him or her, from time to time, by the Board of Trustees; and (vi) perform such otherfunctions which reasonably pertain to the office of Treasurer.

Section 8. It shall be the duty of the Assistant Treasurer to assist the Treasurer in the performance of theduties of the Treasurer as stated in Article VII, Section 7, of these By-laws.

Section 9. It shall be the duty of the Secretary to supervise the maintenance of the records andcorrespondence of the Corporation, and to direct the issuance of notices for all meetings of the Memberand of the Board of Trustees, and other notices for the transaction of the business of the Corporation. TheSecretary shall perform such other duties which may be assigned to him/her from time to time by theBoard of Trustees and exercise such functions as are usual to this office.

Section 10. It shall be the duty of the Assistant Secretaries to assist the Secretary in the performance ofthe duties of the Secretary as stated in Article VII, Section 9, of these By-laws.

Section 11 . On advice of the Nominating Committee, a slate of officers shall be presented by theoutgoing President for election by the Board of Trustees at the annual meeting held every third year or atany meeting when a vacancy in an office of the Corporation exists. Nominations may also be made fromthe floor at the meeting at which the election of an officer is to be held.


Article VIII: Committees

Sectiotl 1 . The Board of Trustees, by resolution adopted by a majority of the entire Board of Trustees,may designate from among its members an Executive Committee and other Standing Committees, eachconsisting of three or more Trustees. The President of the Corporation shall be the Chair of the ExecutiveCommittee. The purposes of the Executive Committee shall be to recommend, from time to time, that theBoard of Trustees consider such action as the Executive Committee shall determine and, if expresslyauthorized by a resolution of the full Board of Trustees in each instance, to take such action as shall beauthorized in any such resolutions. The Standing Committees of the Corporation are designated anddescribed in Section 3 of this Article VIII. All Standing Committees shall report to the full Board ofTrustees at the Annual Meeting and, if called upon to do so by the President, at any other regular orspecial meeting of the Board of Trustees. The President, with the approval of the Board of Trustees, shallappoint the Chairs of all Standing and Special Committees. In addition to the Executive Committee,Standing Committees and any Special Committees, the Treasurer shall serve on the combined ADL/ADLFoundation Audit Committee and the President shall serve on the combined ADL/ADL FoundationExecutive Compensation and Audit Committees. The President shall also be an ex officio member of theInvestment Committee.

Section 2 . Meetings of the Standing Committees, Special Committees and any subcommittees thereofshall be called by their respective Chairs as deemed necessary. The Secretary or the Committee orSubcommittee Chair shall provide each committee member with at least ten (10) calendar days' advancenotice of the date, time, and place or means of each such meeting, which notice shall be in writing unlessoral notice is reasonable under the circumstances, and which notice shall be delivered in person, byUnited States mail, overnight courier service, facsimile, email or other electronic means. Two-thirds ofthe members of each committee, attending in person or by conference telephone or other communicationsequipment by means of which all persons participating in the meeting can hear each other at the sametime, shall constitute a quorum for the transaction of its business. Voting shall be by a majority of thoseattending and voting.

Section 3. The Standing Committees shall consist of: the Investment Committee, the NominatingCommittee, the Building Committees and the Planned Giving and Endowments Committee as more fullydescribed below:

(a) The Investment Committee shall monitor, oversee and report to the Board on theinvestments of the Corporation.

(b) The Nominating Committee shall present to the Board the names of Trustees for electionas Officers.

(c) The Building Committees shall periodically review building management issues , leasingissues, proposed capital improvements, scheduled and non-scheduled repair and maintenanceissues and building security for all real property owned by the Corporation.

(d) The Planned Giving and Endowments Committee shall endeavor to increase endowments,bequests and other deferred gifts to the ADL Foundation. They shall periodically review currentplanned giving vehicles available, instruments utilized and the Corporation's marketing materials.

Section 4 . The President , with the approval of the Board of Trustees , may appoint Special Committees asmay be deemed desirable from time to time . Special Committees shall have only the powers specificallydelegated to them by the Board of Trustees and in no case shall have powers which are not authorized forStanding Committees under this Article VIII.

Article IX: Checks

All checks or demands for money or notes of the Corporation shall be signed by such Officer or Officersor such other person or persons as the Board of Trustees may from time to time designate.


Article X: Fiscal Year; Annual Report

The fiscal year of the Corporation shall end on December 31 of each year. The Board of Trustees shallsubmit an Annual Report of the activities and finances of the Corporation to the ADL NationalCommission.

Article XI: Amendments or Repeal

These By-laws may be amended or repealed by the ADL National Commission at any regular or specialmeeting of the National Commission by a vote of two-thirds of the members present and voting. Not lessthan thirty (30) days notice in writing of proposed amendments to these By-laws must be given to themembers of the ADL National Commission before voting on such changes.

Article XII: Contributions

Section 1 . All property, funds and income of the Corporation not distributed in accordance with thepurposes of the Corporation shall be held, invested, reinvested and maintained by the Corporation.

Section 2 . The Corporation may accept, and if accepted, shall hold, invest, reinvest, maintain andadminister all property and funds which have been contributed, bequeathed or devised to it subject to anylawful qualifications, restrictions, limited purposes or limited durations, and shall utilize or expend suchproperty and funds in accordance with such qualifications, restrictions, limited purposes or limiteddurations.

Section 3 . The Corporation shall have the power to accept and administer any gift, grant, bequest ordevise outright or as trustee for the purpose of effecting any part or all of its objects and purposes.

Article XIII: Indemnification

Section 1 . The Corporation shall indemnify any and every person made or threatened to be made a partyto any action, suit, or proceeding by or in the right of the Corporation to procure a judgment in its favorby reason of the fact that he/she, his/her testator or intestate, is or was a Trustee or Officer of theCorporation or of any corporation which he/she served as such at the request of the Corporation, to thefull extent permitted by law, against any and all reasonable expenses, including attorney's fees andexpenses, actually and necessarily incurred by him/her in connection with the defense of such action or inconnection with any appeal therein, except in relation to matters as to which it shall be adjudged in suchaction, suit or proceeding that such Officer or Trustee has breached his/her duty to the Corporation underSection 717 of the not-for-profit corporation law of the State of New York.

Section 2 . The Corporation shall indemnify any and every person made or threatened to be made a partyto any action, suit, or proceeding other than one by or in the right of the corporation to procure a judgmentin its favor, whether civil or criminal, including an action by or in the right of any other corporation of anytype or kind, domestic or foreign, which any Trustee or Officer of the Corporation served in any capacity,at the request of the Corporation, by reason of the fact that he/she, his/her testator or intestate, was aTrustee or Officer of the Corporation, or served such other Corporation in any capacity, to the full extentpermitted by law, against judgments, fines, amounts paid in settlement, and reasonable expenses,including attorney's fees and expenses, actually and necessarily incurred as a result of such action, suit orproceeding, or any appeal therein, if such person acted in good faith for a purpose which he/shereasonably believed to be in the best interest of the Corporation and, in criminal actions or proceedings, inaddition, had no reasonable cause to believe that his/her conduct was unlawful.


Form 8868 Application for Extension of Time To File an• (Rev December2004) Exempt Organization Return I OMB No. 1545-1709

Department of the TreasuryInternal Revenue Service ► File a separate application for each return.

• If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box . . . . . . . . . . . . . . . . ► UL• If you are filing for an Additional ( not automatic) 3-Month Extension, complete only Part 11 (on page 2 of this form).

Do not com letePart Iunless you have alread y been granted an automatic 3-month extension on a p reviously filed Form 8868Automatic 3-Month Extension of Time - Only submit original (no copies needed)

Form 990-T corporations requesting an automatic 6-month extension - check this box and complete Part I only. . . . ... ... ► q

All other corporations (including Form 990-C filers) must use Form 7004 to request an extension of time to file income tax returns.Partnerships, REMICs, and trusts must use Form 8736 to request an extension of time to file Form 1065, 1066, or 1041.

Electronic Filing (e-fife). Form 8868 can be filed electronically if you want a 3-month automatic extension of time to file one of thereturns noted below (6 months for corporate Form 990-T filers). However, you cannot file it electronically if you want the additional(not automatic) 3-month extension, instead you must submit the fully completed signed page 2 (Part 11) of Form 8868. For moredetails on the electronic filing of this form, visit www.irs.gov/efile.

Type or Name of Exempt Organization Employer Identification number

print Anti - De f amati on League Founda ti on 11 3- 28 87 4 3 9File by the Number. street, and room or suite no. If a P.O. box, see instructions.

due date for8 23 Uni ted Nat i on s Plazar

turnyourSee City, town or post office, state, and ZIP code. For a foreign address, see instructionsreturn

instructions.Y-o-r k.NY 1 001 7Nev

Check type of return to be filed (file a se arate application for each return):Form 990 Form 990-T ( corporation ) Form 4720

Form 990-BL Form 990-T(sec. 401(a ) or 408(a) trust ) Form 5227

Form 990-EZ Form 990-T (trust other than above ) Form 6069

Form 990-PF Form 1041-A Form 8870

• The books are m the care of ► Paul L i s o t t a

Telephone No. ► 212-885-7842 FAX No. ►

• If the organization does not have an office or place of business in the United States, check this box ► q

• If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this isfor the whole group, check this box ► q . If it is for part of the group, check this box ► and attach a list with thenames and EINs of all members the extension will cover

I I request an automatic 3-month (6-months for a Form 990-T corporation) extension of time until August 15 2006to file the exempt organization return for the organization named above. The extension is for the organization's return for:

► ® calendar year 2005 or

► tax year beginning , and ending

2 If this tax year is for less than 12 months, check reason: q Initial return q Final return El Change in accounting period

3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any

nonrefundable credits See instructions $b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments

made. Include any prior year overpayment allowed as a credit , , , . , $c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit

with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See

instructions .................................................... $

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EOfor payment instructions.

For Privacy Act and Paperwork Reduction Act Notice , see Instructions. Form 8868 (Rev 12-2004)

JSA

5F8054 1.000

Form 8868 ( Rev 12-2004) Page 2

• If you are filing for an Additional ( not automatic) 3-Month Extension , complete only Part II and check this box ► x

Note : Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868• If you are rilin for an Automatic 3-Month Extension , com p lete only Part I (on pa g e 1 )

Additional ( not automatic) 3-Month Extension of Time - Must File Oriainal and One Coov.

Type orName of Exempt Organization Employer identification number

print Anti-Defamation League Foundation 13-2887439

File by the Number , street , and room or suite no If a P O box, see instructions For IRS use only

extendeddue date for

823 United Nations Plazafiling the City, town or post office , state, and ZIP code For a foreign address , see instructionsreturn Seensuuctions New York, NY 10017

Check type of return to be filed ( File a se arate application for each return)

x Form 990 Form 990 -T(sec 401(a) or 408(a) trust) Form 5227

Form 990-BL Form 990-T ( trust other than above) Form 6069

Form 990-EZ Form 1041 -A Form 8870

Form 990-PF Form 4720

STOP : Do not complete Part II if you were not already granted an automatic 3 - month extension on a previously filed Form 8868.

• The books are In the care of ► Paul Lisotta

Telephone No ► 212 885-7842 FAX No ►If the organization does not have an office or place of business in the United States , check this box . . . . . . . . . . . . . . . . ► q

If thisis

for a Group Return , enter the or anlzatlon's four digit Group Exemption Number (GEN ) If this isr the whole group, check this box ► f If it is for part of the group , check this box No. Li and attach a list with the

mes and EINs of all members the extension is foraI

4 I request an additional 3-month extension of time until November 15, 2006

5 For calendar year 2005 , or other tax year beginning and ending

C6 If this tax year is for less than 12 months , check reason Initial return Final return Change in accounting period

G)7 State in detail why you need the extension The information necessary to file a complete and

accurate return is not yet available.

tV0a If this application is for Form 990-BL , 990-PF , 990-T, 4720, or 6069, enter the tentative tax , less any07 nonrefundable credits See instructions $

b If this application is for Form 990-PF, 990-T , 4720, or 6069 , enter any refundable credits and estimated

tax payments made Include any prior year overpayment allowed as a credit and any amount paid

previously with Form 8868 , , , , , , , , . , , $

c Balance Due. Subtract line 8b from line 8a Include your payment with this form, or, if required, deposit

with FTD coupon or, if required , by using EFTPS (Electronic Federal Tax Payment System) See.................................................. .instructions $

Signature and VerificationUnder penalties of perjury , I declare that I have examined this form, including accompanying schedules and statements , and to the best of my knowledge and belief,

i t is true , correct , and complete , and that I am authorized to prepare this form

Title ► 644 Date ► P11YA6

Notice to Applicant - To Be Completed by the IRSWe have approved this application Please attach this form to the organization's return

We have not approved this application However, we have granted a 10-day grace period from the later of the date shown below or the duedate of the organization's return (including any prior extensions) This grace period is considered to be a valid extension of time for elections

q otherwise required to be made on a timely return Please attach this form to the organization's return

We have not approved this application After considering the reasons stated in item 7, we cannot grant your request for an extension of timeto file We are not granting a 10-day grace period

e We cannot consider this application because it was filed after the extended due date of the return for which an extension was requested

Other

ByDirector Date

Alternate Mailing Address - Enter the address if you want the copy of this application for an additional 3-month extension

returned to an address different than the one entered aboveName RECEIVEDGrant Thornton LLP U

Type or Number and street ( include suite , room , or apt . no or P . O. box numberprint

666 Third Avenue4 4

AUG 1 8 2006 N,City or town , province or state , and country ( includ

MW

e

New York, NY 10017JSA = Form 8868 (Rev 12-2004)5F8055 1 000

form 990 return oforganization exemptfrom incometax...

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