Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2010
For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010
G
Check all that apply:
Name of foundation
THE BOTHIN FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)1660 BUSH STREET NO 300   Room/suite
City or town, state, and ZIP code
SAN FRANCISCO, CA94109
A Employer identification number

94-1196182
B Telephone number (see page 10 of the instructions)

(415) 561-6540
C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$34,911,410J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 0
2 Check bullet
3 Interest on savings and temporary cash investments 549 549  
4 Dividends and interest from securities...... 970,818 970,818  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 807,692
b Gross sales price for all assets on line 6a 14,250,618
7 Capital gain net income (from Part IV, line 2)... 807,692
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 1,779,059 1,779,059  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 9,045 5,400   2,700
c Other professional fees (attach schedule).... Click to see attachment 538,163 225,657   259,088
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 30,957 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 8,620 172   779
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 586,785 231,229   262,567
25 Contributions, gifts, grants paid........ 1,234,419 1,274,436
26 Total expenses and disbursements. Add lines 24 and 25 1,821,204 231,229   1,537,003
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -42,145
b Net investment income (if negative, enter -0-) 1,547,830
c Adjusted net income (if negative, enter -0-)...  
For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.
Cat. No. 11289X Form 990-PF (2010)
Form 990-PF (2010)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 26,203 73,171 73,171
2 Savings and temporary cash investments.......... 1,444,368 1,518,095 1,518,095
3 Accounts receivable bullet130,249
Less: allowance for doubtful accounts bullet   66,246 130,249 130,249
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see page 15 of the
instructions)....................      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges........... 11,362 6,767 6,767
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 21,688,542 Click to see attachment24,495,625 24,495,625
c Investments—corporate bonds (attach schedule)........ 9,220,275 Click to see attachment8,687,503 8,687,503
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 32,456,996 34,911,410 34,911,410
Liabilities 17 Accounts payable and accrued expenses.......... 13,905 19,239
18 Grants payable................... 235,354 195,337
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment64,471 Click to see attachment210,767
23 Total liabilities (add lines 17 through 22).......... 313,730 425,343
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 32,143,266 34,486,067
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 32,143,266 34,486,067
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 32,456,996 34,911,410
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 32,143,266
2 Enter amount from Part I, line 27a...................... 2 -42,145
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 2,433,619
4 Add lines 1, 2, and 3.......................... 4 34,534,740
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 48,673
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.. 6 34,486,067
Form 990-PF (2010)
Form 990-PF (2010)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES P    
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 14,250,618   13,442,926 807,692
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       807,692
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 807,692
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions).
If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2009 1,433,720 28,753,556 0.049862
2008 1,952,569 33,890,245 0.057614
2007 1,971,589 39,528,191 0.049878
2006 1,783,469 36,245,603 0.049205
2005 1,660,759 35,384,361 0.046935
2 Total of line 1, column (d) ...................... 2 0.253494
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.050699
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 31,771,624
5 Multiply line 4 by line 3....................... 5 1,610,790
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 15,478
7 Add lines 5 and 6......................... 7 1,626,268
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,537,003
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions on page 18.
Form 990-PF (2010)
Form 990-PF (2010)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 30,957
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 30,957
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 30,957
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 31,638
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 4,362
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 36,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 5,043
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet5,043 Refunded Bullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?.............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
     
    No
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see page 19 of the
    instructions)bulletCA
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on
    page 27)? If “Yes,” complete Part XIV...........................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.PFS-LLC.NET/BOTHIN
    14
    The books are in care ofbulletPACIFIC FOUNDATION SERVICES LLC Telephone no.bullet (415) 561-6540
    Located atbullet1660 BUSH STREET SUITE 300SAN FRANCISCOCA ZIP+4bullet94109
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
    No
    See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2010?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2010, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2010?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business
    enterprise at any time during the year?.....................
    b
    If “Yes,” did it have excess business holdings in 2010 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2010.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2010?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay
    premiums on a personal benefit contract?....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    GENEVIEVE DI SAN FAUSTINO PRESIDENT
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    A MICHAEL CASEY VICE PRESIDENT/TREASURER
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    LYMAN H CASEY SECRETARY
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    LYMAN R CASEY DIRECTOR
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    JESSICA GALLOWAY DIRECTOR
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    JAY JACOBS DIRECTOR
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    DEVON LAYCOX DIRECTOR
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    LAURA KING PFAFF DIRECTOR
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    PAUL SUSSMAN DIRECTOR & AUDIT COMMITTEE CHAIR
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    HERB TULLY DIRECTOR
    2.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions).
    If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    PACIFIC FOUNDATION SERVICES LLC FOUNDATION MANAGEMENT 314,896
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    OSTERWEIS CAPITAL MANAGEMENT INVESTMENT COUNSELING 184,224
    ONE MARITIME PLAZA SUITE 800
    SAN FRANCISCO,CA94111
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see page 23 of the instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3...........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    30,614,175
    b
    Average of monthly cash balances.......................
    1b
    1,509,308
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    131,973
    d
    Total (add lines 1a, b, and c).........................
    1d
    32,255,456
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) ..............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d..........................
    3
    32,255,456
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    483,832
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    31,771,624
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    1,588,581
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,588,581
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    30,957
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    30,957
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,557,624
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4.............................
    5
    1,557,624
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1.................................
    7
    1,557,624
    Part XII
    Qualifying Distributions (see page 25 of the instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    1,537,003
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes................................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,537,003
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    1,537,003
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2009     		(c)
    2009     		(d)
    2010
    1 Distributable amount for 2010 from Part XI, line 7 1,557,624
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2010:
    a From 2005.......  
    b From 2006.......  
    c From 2007.......  
    d From 2008....... 71,406
    e From 2009....... 5,806
    fTotal of lines 3a through e......... 77,212
    4Qualifying distributions for 2010 from Part
    XII, line 4: bullet$ 1,537,003
    a Applied to 2009, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		 0
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		0
    d Applied to 2010 distributable amount..... 1,537,003
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2010. 20,621 20,621
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 56,591
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable
    amount—see page 27 of the instructions ...     		0
    e Undistributed income for 2009. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		0
    f Undistributed income for 2010. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see page 27
    of the instructions) ...........     		0
    8Excess distributions carryover from 2005 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		0
    9Excess distributions carryover to 2011.
    Subtract lines 7 and 8 from line 6a ......     		56,591
    10 Analysis of line 9:
    a Excess from 2006....  
    b Excess from 2007....  
    c Excess from 2008.... 50,785
    d Excess from 2009.... 5,806
    e Excess from 2010....  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 9
    Part XIV
    Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2010, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2010 (b) 2009 (c) 2008 (d) 2007
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets” alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment” alternative test— enter 2⁄3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support” alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see page 27 of the instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    HECTOR MELENDEZ SENIOR PROGRAM OFFI
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    (415) 561-6540
    bThe form in which applications should be submitted and information and materials they should include:
    FOR GUIDELINES AND MORE INFORMATION ABOUT THIS FOUNDATION, SEE WWW.PFS-LLC.NET
    cAny submission deadlines:
    FOR GUIDELINES AND MORE INFORMATION ABOUT THIS FOUNDATION, SEE WWW.PFS-LLC.NET
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    FOR GUIDELINES AND MORE INFORMATION ABOUT THIS FOUNDATION, SEE WWW.PFS-LLC.NET
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    A HOME WITHIN INC
    2500 18TH STREET
    SAN FRANCISCO,CA94110     		  501 (C)(3) PUBLIC CH COMPUTER SYSTEM UPGRADE 25,000
    ALCHEMIA
    PO BOX 954
    PETALUMA,CA94943     		  501 (C)(3) PUBLIC CH PRODUCTION EQUIPMENT, FABRIC PRINTER AND BINDING MACHINE 6,900
    ASIAN NEIGHBORHOOD DESIGN INC
    1245 HOWARD STREET
    SAN FRANCISCO,CA94103     		  501 (C)(3) PUBLIC CH ADA COMPLIANT UPGRADES 7,500
    BAYVIEW HUNTERS POINT CENTER
    2415 THIRD STREET SUITE 230
    SAN FRANCISCO,CA94107     		  501 (C)(3) PUBLIC CH VIDEO AND AUDIO EQUIPMENT 25,000
    BOYS & GIRLS CLUBS OF SONOMA VALLEY
    PO BOX 218
    EL VERANO,CA95433     		  501 (C)(3) PUBLIC CH KITCHEN RENOVATION 25,000
    BUCKELEW PROGRAMS
    900 FIFTH AVE SUITE 150
    SAN RAFAEL,CA94901     		  501 (C)(3) PUBLIC CH CLIENT-TRANSPORT VEHICLE 28,800
    CILPSI SPECIAL SERVICES INC
    1200 COLLEGE AVENUE
    SANTA ROSA,CA95404     		  501 (C)(3) PUBLIC CH PHONE SYSTEM UPGRADE 3,400
    COASTSIDE CHILDREN'S PROGRAMS
    494 MIRAMONTES AVE
    HALF MOON BAY,CA94019     		  501 (C)(3) PUBLIC CH BUILDING RENOVATION PROJECT 26,100
    COLEMAN CHILDREN AND YOUTH SERVICES
    459 VIENNA STREET
    SAN FRANCISCO,CA94112     		  501 (C)(3) PUBLIC CH ELEVATOR RENOVATION 19,500
    COLLEGE TRACK
    117 BROADWAY
    OAKLAND,CA94607     		  501 (C)(3) PUBLIC CH CAPITAL CAMPAIGN SUPPORT FOR SAN FRANCISCO EXPANSION 10,000
    COMPASS COMMUNITY SERVICES
    49 POWELL ST 3RD FLOOR
    SAN FRANCISCO,CA94102     		  501 (C)(3) PUBLIC CH RENOVATIONS TO CLARA HOUSE 29,000
    CONSERVATION EARTH WILDLIFE
    PO BOX 3098
    HALF MOON BAY,CA94019     		  501 (C)(3) PUBLIC CH EQUIPMENT TO DELIVER AND EXECUTE EDUCATIONAL IN-SCHOOLS PROGRAMS 7,500
    FAMILY SERVICE AGENCY MARIN
    555 NORTHGATE DRIVE
    SAN RAFAEL,CA94903     		  501 (C)(3) PUBLIC CH BUILDING RENOVATION COSTS REQUIRED TO MERGE TWO PROGRAMS 7,500
    FOUNDATION CENTER
    312 SUTTER STREET SUITE 606
    SAN FRANCISCO,CA94108     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    FOUNDATION CENTER
    312 SUTTER STREET SUITE 606
    SAN FRANCISCO,CA94108     		  501 (C)(3) PUBLIC CH GENERAL OPERATING SUPPORT 3,000
    FRIENDS OF THE SAN FRANCISCO PUBLIC LIBRARY
    391 GROVE STREET
    SAN FRANCISCO,CA94102     		  501 (C)(3) PUBLIC CH BOOK SECURITY SYSTEM FOR THE BAYVIEW BRANCH LIBRARY 28,000
    GOLDEN GATE NATIONAL PARKS
    BUILDING 201 FORT MASON
    SAN FRANCISCO,CA94123     		  501 (C)(3) PUBLIC CH INSTALLATION OF RAINWATER CATCHMENT SYSTEM AND SOLAR THERMAL SYSTEM 30,000
    GRANTMAKERS FOR CHILDREN YOUTH
    8757 GEORGIA AVENUE SUITE 540
    SILVER SPRING,MD20910     		  501 (C)(3) PUBLIC CH BAY AREA CONFERENCE SUPPORT 5,000
    HEALTH INITIATIVES FOR YOUTH INC
    235 MONTGOMERY STREET SUITE 430
    SAN FRANCISCO,CA94104     		  501 (C)(3) PUBLIC CH PORTABLE COMPUTER LAB AND PRESENTATION TOOLS 7,500
    IMAGINE BUS PROJECT
    342 NINTH STREET SUITE 201
    SAN FRANCISCO,CA94103     		  501 (C)(3) PUBLIC CH IT INFRASTRUCTURE UPGRADE 7,000
    INNVISION THE WAY HOME
    974 WILLOW STREET
    SAN JOSE,CA95125     		  501 (C)(3) PUBLIC CH CARGO VAN TO TRANSPORT HOT MEALS 20,000
    LA LUZ BILINGUAL CENTER
    17560 GREGER STREET
    SONOMA,CA95476     		  501 (C)(3) PUBLIC CH COMPUTER LAB INSTALLATION AND UPGRADES 20,000
    LAGUNA DE SANTA ROSA FNDN
    PO BOX 7886
    SANTA ROSA,CA95407     		  501 (C)(3) PUBLIC CH EQUIPPING LAGUNA LEARNING CETR W APPLIANCES, FURNITURE, ETC. 25,000
    LARKIN STREET YOUTH SERVICES
    701 SUTTER STREET SUITE 2
    SAN FRANCISCO,CA94109     		  501 (C)(3) PUBLIC CH CLIENT-TRANSPORT VEHICLE 26,500
    LOMI COUNSELING CLINIC
    534 B STREET
    SANTA ROSA,CA95401     		  501 (C)(3) PUBLIC CH NEW COMPUTER, PHONE, AND PRESENTATION EQUIPMENT 22,900
    MARIN CONSERVATION CORPS
    27 LARKSPUR STREET
    SAN RAFAEL,CA94901     		  501 (C)(3) PUBLIC CH INDUSTRIAL WOOD CHIPPER FOR VOCATIONAL DEVELOPMENT PROGRAM 33,200
    MARIN EDUCATION FUND
    781 LINCOLN AVE SUITE 140
    SAN RAFAEL,CA94901     		  501 (C)(3) PUBLIC CH EXPANSION OF COMPUTER SYSTEM AND IT UPGRADE 22,000
    MISSION ECONOMIC DEVELOPMENT AGENCY
    3505 20TH STREET
    SAN FRANCISCO,CA94110     		  501 (C)(3) PUBLIC CH HONORARIUM GRANT FOR HOSTING ANNUAL BOARD MEETING 2,500
    NATIONAL AUDUBON SOCIETY INC
    376 GREENWOOD BEACH RD
    TIBURON,CA94920     		  501 (C)(3) PUBLIC CH REPLACE BEACH ACCESS STAIRWAY AT TIBURON CENTER 17,600
    NATUREBRIDGE
    28 GEARY STREET SUITE 650
    SAN FRANCISCO,CA94108     		  501 (C)(3) PUBLIC CH INSTALLATION OF SPRINKLERS IN DORMITORIES 26,000
    NEW CONSERVATORY THEATRE
    25 VAN NESS AVE LOWER LOBBY
    SAN FRANCISCO,CA94102     		  501 (C)(3) PUBLIC CH THEATER LIGHTING SYSTEM 25,900
    NEXT GENERATION SCHOLARS INC
    912 LOOTENS PLACE 1ST FLOOR
    SAN RAFAEL,CA94901     		  501 (C)(3) PUBLIC CH UPGRADE TO ELECTRICAL SYSTEM AND TECHNOLOGY EQUIPMENT 5,590
    NORTH BEACH CITIZENS
    720 COLUMBUS AVE
    SAN FRANCISCO,CA94133     		  501 (C)(3) PUBLIC CH OFFICE RENOVATION 25,000
    NORTHERN CALIFORNIA GRANTMAKERS
    625 MARKET STREET 15TH FLOOR
    SAN FRANCISCO,CA94105     		  501 (C)(3) PUBLIC CH 2010 MEMBERSHIP DUES 1,596
    PACIFICA RESOURCE CENTER
    1809 PALMETTO AVENUE
    GREENBRAE,CA94044     		  501 (C)(3) PUBLIC CH CREATING SECURITY WORK FOR LOW-INCOME FAMILIES 20,000
    PARENTS FOR PUBLIC SCHOOLS OF SF
    3543 18TH STREET 1
    SAN FRANCISCO,CA94110     		  501 (C)(3) PUBLIC CH PRESENTATION AND TRANSLATION EQUIPMENT 21,500
    PROJECT OPEN HAND
    730 POLK STREET
    SAN FRANCISCO,CA94109     		  501 (C)(3) PUBLIC CH FOOD DELIVERY VEHICLE 40,000
    RAPHAEL HOUSE OF SAN FRANCISCO
    1065 SUTTER STREET
    SAN FRANCISCO,CA94109     		  501 (C)(3) PUBLIC CH ELEVATOR REPLACEMENT FOR TRANSITIONAL HOUSING FACILITY 30,000
    RECORDING FOR BLIND & DYSLEXIC
    488 WEST CHARLESTON ROAD
    PALO ALTO,CA94306     		  501 (C)(3) PUBLIC CH NEW EQUIPMENT FOR RECORDING BOOTHS 10,000
    REDWOOD EMPIRE FOOD BANK
    3320 INDUSTRIAL DR
    SANTA ROSA,CA95403     		  501 (C)(3) PUBLIC CH REFRIGERATED TRUCK TO DISTRIBUTE FOOD 30,000
    SAINT FRANCIS FOUNDATION
    900 HYDE STREET SUITE 1208
    SAN FRANCISCO,CA94109     		  501 (C)(3) PUBLIC CH UPGRADES TO THE BOTHIN BURN CENTER 50,000
    SAN FRANCISCO CHILD ABUSE PREVENTION CENTER
    1757 WALLER STREET
    SAN FRANCISCO,CA94117     		  501 (C)(3) PUBLIC CH UPGRADE OF ELECTRICAL SYSTEM 34,000
    SAN FRANCISCO FRIENDS OF THE URBAN FOREST
    PRESIDIO BUILDING 1007
    SAN FRANCISCO,CA94129     		  501 (C)(3) PUBLIC CH LOW-EMISSIONS WORK TRUCK 22,400
    SAN FRANCISCO MIME TROUPE
    855 TREAT AVENUE
    SAN FRANCISCO,CA94110     		  501 (C)(3) PUBLIC CH ROOF REPAIRS 7,500
    SAN FRANCISCO PARKS TRUST INC
    501 STANYAN STREET
    SAN FRANCISCO,CA94117     		  501 (C)(3) PUBLIC CH EXERCISE EQUIPMENT FOR RENOVATED HAMILTON RECREATION CENTER 25,000
    SAN GERONIMO VALLEY COMM PRESB
    6001 SIR FRANCIS DRAKE BOULEVARD PO
    BOX 373
    SAN GERONIMO,CA94963     		  501 (C)(3) PUBLIC CH PURCHASE ELECTRICAL, PLUMBING MATERIALS, FLOORING, ETC. 5,000
    SF MARITIME NTL PARK ASSOC
    PO BOX 470310
    SAN FRANCISCO,CA94147     		  501 (C)(3) PUBLIC CH IT UPGRADES 25,000
    SHELTER NETWORK SAN MATEO COUNTY
    1450 CHAPIN AVENUE 2ND FLOOR
    BURLINGAME,CA94010     		  501 (C)(3) PUBLIC CH BOX TRUCK TO TRANSPORT DONATIONS 42,700
    SONOMA ECOLOGY CENTER
    PO BOX 1486
    ELDRIDGE,CA95431     		  501 (C)(3) PUBLIC CH WATER INFRASTRUCTURE ENHANCEMENTS AT SONOMA GARDEN PARK 7,500
    SOUTH OF MARKET CHILD CARE INC
    551 MINNA STREET
    SAN FRANCISCO,CA94103     		  501 (C)(3) PUBLIC CH PHONE SYSTEMS UPGRADE 20,600
    SPPT FAM'S W CHILDREN W DISAB
    2601 MISSION STREET SUITE 606
    SAN FRANCISCO,CA94110     		  501 (C)(3) PUBLIC CH NEW PHONE SYSTEM 30,000
    SW COMMUNITY HEALTH CENTER
    751 LOMBARDI COURT SUITE B
    SANTA ROSA,CA95407     		  501 (C)(3) PUBLIC CH CHILDREN'S PLAY AREA AT THE ROUND BARN CIRCLE HEALTH CENTER 30,000
    SWORDS PLOWSHARES VETERANS RGHTS
    1060 HOWARD STREET
    SAN FRANCISCO,CA94103     		  501 (C)(3) PUBLIC CH REPLACING THE FIRE SAFETY SYSTEMS AT THE VETERANS ACADEMY 30,000
    THE ART OF YOGA PROJECT
    555 BRYANT STREET 232
    PALO ALTO,CA94301     		  501 (C)(3) PUBLIC CH IT EQUIPMENT AND UPGRADES 7,000
    THE SHINING STAR FOUNDATION
    4470 REDWOOD HIGHWAY
    SAN RAFAEL,CA94903     		  501 (C)(3) PUBLIC CH RE-ROOFING SCHOOL BUILDING 40,000
    THE WOMEN'S FOUNDATION OF CA
    2948 FOLSOM STREET
    SAN FRANCISCO,CA94110     		  501 (C)(3) PUBLIC CH PURCHASE OF MOBILE STREET-FOOD TRAILER 27,000
    TREASURE ISLAND SAILING CENTER
    698 FIRST STREET BUILDING 112
    SAN FRANCISCO,CA94130     		  501 (C)(3) PUBLIC CH CONSTRUCTION OF A STORAGE UNIT 7,250
    U MOUND OLD LADIES HOME
    350 UNIVERSITY STREET
    SAN FRANCISCO,CA94134     		  501 (C)(3) PUBLIC CH RENOVATING DOORS TO COMPLY FIRE AND HANDICAP REQUIREMENTS 30,000
    VOLUNTEER CENTER OF SONOMA
    153 STONY CIRCLE STE 100
    SANTA ROSA,CA95401     		  501 (C)(3) PUBLIC CH ROOF REPAIRS FOR MAIN BUILDING IN SANTA ROSA 7,500
    VOLUNTEERS IN MEDICINE - SF
    4877 MISSION STREET
    SAN FRANCISCO,CA94112     		  501 (C)(3) PUBLIC CH COMMUNICATION AND MEDICAL EQUIPMENT FOR SF FACILITY 20,000
    YOUTH COMMUNITY SERVICE
    3800 MIDDLEFIELD ROAD
    PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH STUDENT-TRANSPORT VAN 18,500
    ZEN HOSPICE PROJECT INC
    273 PAGE STREET
    SAN FRANCISCO,CA94102     		  501 (C)(3) PUBLIC CH COMMUNICATION AND MEDICAL EQUIPMENT FOR GUEST FACILITY 20,500
    ZEUM
    221 FOURTH STREET
    SAN FRANCISCO,CA94103     		  501 (C)(3) PUBLIC CH LIGHTING AND AUDIO EQUIPMENT FOR THEATER 35,000
    Total .................................bullet 3a 1,274,436
    bApproved for future payment
    FOUNDATION CENTER
    312 SUTTER STREET SUITE 606
    SAN FRANCISCO,CA94108     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    SAINT FRANCIS FOUNDATION
    900 HYDE STREET SUITE 1208
    SAN FRANCISCO,CA94109     		  501 (C)(3) PUBLIC CH UPGRADES TO THE BOTHIN BURN CENTER 200,000
    Total ..................................bullet 3b 205,000
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See page 28 of
    the instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments     03 549  
    4 Dividends and interest from securities....     03 970,818  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8Gain or (loss) from sales of assets other than inventory     18 807,692  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 1,779,059 0
    13Total. Add line 12, columns (b), (d), and (e)...................
    131,779,059
    (See worksheet in line 13 instructions on page 28 to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash....................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements............................
    1b(4)
     
    No
    (5) Loans or loan guarantees..............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2010)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2010 AccountingFeesSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 9,045 5,400   2,700

    TY 2010 InvestmentsCorpBondsSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Name of Bond End of Year Book Value End of Year Fair Market Value
    BONDS & US TREASURIES 8,687,503 8,687,503

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Name of Stock End of Year Book Value End of Year Fair Market Value
    STOCKS 24,495,625 24,495,625

    TY 2010 OtherDecreasesSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Description Amount
    DEFERRED EXCISE TAX EXPENSE 48,673


    TY 2010 OtherExpensesSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES AND SUBSCRIPTIONS 500 100   350
    INSURANCE 5,173 0   0
    TRAVEL 715 72   429
    BOARD MEETING EXPENSES 172 0   0
    MISCELLANEOUS EXPENSES 2,060 0   0


    TY 2010 OtherIncreasesSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Description Amount
    UNREALIZED GAINS 2,433,619


    TY 2010 OtherLiabilitiesSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Description Beginning of Year - Book Value End of Year - Book Value
    DEFERRED TAXES 64,471 113,144
    UNSETTLED STOCK PURCHASE 0 97,623


    TY 2010 OtherProfessionalFeesSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOUNDATION MANAGEMENT FEES 314,896 31,490   251,921
    INVESTMENT FEES 201,767 187,000   0
    AUDIT FEES 21,500 7,167   7,167


    TY 2010 TaxesSchedule
    Name:
    THE BOTHIN FOUNDATION
    EIN: 94-1196182
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CURRENT EXCISE TAX 30,957 0   0