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
2012
Open to Public Inspection
For calendar year 2012, or tax year beginning 01-01-2012 , and ending 12-31-2012
Name of foundation
Dexter F and Dorothy H Foundation
 

Number and street (or P.O. box number if mail is not delivered to street address)3440 Lehigh Street Box 290   Room/suite
City or town, state, and ZIP code
Allentown, PA18103
A Employer identification number

23-2453230
B Telephone number (see instructions)

C bullet
G Check all that apply:

D 1. bullet
2. bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$16,978,703J 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 instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 377,952 377,952  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,728,788
b Gross sales price for all assets on line 6a 3,142,583
7 Capital gain net income (from Part IV, line 2)... 1,728,788
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 2,166 2,166  
12 Total. Add lines 1 through 11........ 2,108,906 2,108,906  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 26,274     26,274
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 11,115     11,115
c Other professional fees (attach schedule).... Click to see attachment 20,000 20,000    
17 Interest............... 66 66    
18 Taxes (attach schedule) (see instructions) Click to see attachment 5,464 5,464    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 838     838
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 33,000 930   32,070
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 96,757 26,460   70,297
25 Contributions, gifts, grants paid........ 783,375 783,375
26 Total expenses and disbursements. Add lines 24 and 25 880,132 26,460   853,672
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,228,774
b Net investment income (if negative, enter -0-) 2,082,446
c Adjusted net income (if negative, enter -0-)... 0
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2012)
Form 990-PF (2012)
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............... 346,873 -27,884 -27,884
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
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...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 2,444,068 Click to see attachment4,069,961 6,359,222
c Investments—corporate bonds (attach schedule)........ 14 Click to see attachment0  
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 9,331,672 Click to see attachment9,307,652 10,647,365
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) 12,122,627 13,349,729 16,978,703
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
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)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 12,122,627 13,349,729
30 Total net assets or fund balances (see page 17 of the
instructions).................... 12,122,627 13,349,729
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 12,122,627 13,349,729
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 12,122,627
2 Enter amount from Part I, line 27a..................... 2 1,228,774
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 13,351,401
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 1,672
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 13,349,729
Form 990-PF (2012)
Form 990-PF (2012)
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 Air Products and Chemicals Inc P 1998-06-30 2012-10-15
b Mutual Funds - capital gain distrib P 1998-06-15 2012-12-31
c Matthews India Fund P 2012-03-09 2012-08-03
d Templeton China World D fund P 2012-03-09 2012-08-03
e FNMA GTD MTG Pass Thru - CTFS Pool P 2001-10-15 2012-11-26
Harbor Capital Appre Ciation Fund P 2009-06-10 2012-08-03
PIMCO Total Return Fnd Institutiona P 2010-06-18 2012-12-12
Templeton Global Bond Fund - Adviso P 2010-03-02 2012-12-12
(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 1,880,487   255,769 1,624,718
b 90,136     90,136
c 77,205   85,000 -7,795
d 76,843   85,000 -8,157
e 12   12  
47,975   31,774 16,201
669,925   668,896 1,029
300,000   287,344 12,656
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        
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 1,728,788
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3 -15,952
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))
2011 812,289 17,479,422 0.046471
2010 756,778 16,582,784 0.045636
2009 972,522 15,681,914 0.062016
2008 835,221 18,986,322 0.043991
2007 706,769 20,576,782 0.034348
2 Total of line 1, column (d) ...................... 2 0.232462
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 0.046492
4 Enter the net value of noncharitable-use assets for 2012 from Part X, line 5..... 4 16,866,029
5 Multiply line 4 by line 3....................... 5 784,135
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 20,824
7 Add lines 5 and 6......................... 7 804,959
8 Enter qualifying distributions from Part XII, line 4.............. 8 853,672
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2012)
Form 990-PF (2012)
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 20,824
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 20,824
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 20,824
6 Credits/Payments:
a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a 7,500
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 18,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 25,500
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 4,676
11 Enter the amount of line 10 to be: Credited to 2013 estimated taxBullet4,676 Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletPA
    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 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?
    If “Yes,” complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbullet  
    14
    The books are in care ofbulletDorothy H Baker Chairperson Telephone no.bullet (610) 553-0837
    Located atbullet3440 Lehigh Street Box 290AllentownPA ZIP+4bullet18103
    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 2012, 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 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 (2012)
    Form 990-PF (2012)
    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 2012?.............
    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 2012, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2012?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see instructions.) ..............
    2b
     
    No
    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 2012 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 2012.)....................
    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 2012?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    Dexter F Baker - died 11-1-2012 Trustee - Chairman
    5.00     		0 0 0
    3440 Lehigh Street Box 290
    Allentown,PA18103
    Dorothy H Baker Trustee - Chairperson
    3.00     		0 0 0
    3440 Lehigh Street Box 290
    Allentown,PA18103
    Ellen Baker GhelardiClick to see attachment Trustee - Extcutive Director
    20.00     		26,274 0 0
    3440 Lehigh Street Box 290
    Allentown,PA18103
    Susan B Royal Trustee
    3.00     		0 0 0
    3440 Lehigh Box 290
    Allentown,PA18103
    Leslie Baker Boris Trustee
    3.00     		0 0 0
    3440 Lehigh Street Box 290
    Allentown,PA18103
    Carolyn Baker Trustee
    3.00     		0 0 0
    3440 Lehigh Steet Box 290
    Allentown,PA18103
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
     
    Total number of others receiving over $50,000 for professional services.............bullet  
    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 N A 0
    2  
    3  
    4  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 N A 0
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3..........................bullet  
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    16,981,022
    b
    Average of monthly cash balances.......................
    1b
    141,850
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    17,122,872
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    17,122,872
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see
    instructions) .............................
    4
    256,843
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    16,866,029
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    843,301
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    843,301
    2a
    Tax on investment income for 2012 from Part VI, line 5......
    2a
    20,824
    b
    Income tax for 2012. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    20,824
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    822,477
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    822,477
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    822,477
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    853,672
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    853,672
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    20,824
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    832,848
    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 (2012)
    Form 990-PF (2012)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2011     		(c)
    2011     		(d)
    2012
    1 Distributable amount for 2012 from Part XI, line 7 822,477
    2 Undistributed income, if any, as of the end of 2012:
    a Enter amount for 2011 only....... 839,104
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2012:
    a From 2007.......  
    b From 2008.......  
    c From 2009.......  
    d From 2010.......  
    e From 2011.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2012 from Part
    XII, line 4: bullet$ 853,672
    a Applied to 2011, but not more than line 2a 839,104
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2012 distributable amount..... 14,568
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2012.    
    (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  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2011. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2012. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2013 ..........     		807,909
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		 
    8Excess distributions carryover from 2007 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2013.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2008....  
    b Excess from 2009....  
    c Excess from 2010....  
    d Excess from 2011....  
    e Excess from 2012....  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2012, 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) 2012 (b) 2011 (c) 2010 (d) 2009
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets” alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment” alternative test— enter 2⁄3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support” alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    None
    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.
    None
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail of the person to whom applications should be addressed:
    Ellen Baker Ghelardi
    3340 Lehigh Street
    Allentown,PA18103
    (610) 533-2837
    baker1ebbaol.com
    bThe form in which applications should be submitted and information and materials they should include:
    2a. Ellen Baker Ghelardi at baker1ebb@aol.com 2b. Contact E Ghelardi at baker1ebb@aol.com before applicants are given access to our guidelines and Microedge URL. 2c. Speak with Ellen Baker Ghelardi OR a Baker Foundation regional trustee 1st. Then after given URL access the deadlines are 3/15 annually for stage 1 letter of intent, and 7/15 invitation to complete stage 2.
    cAny submission deadlines:
    Annual-315Invited-715
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    2d. Before contacting us an applicant should have filed at least 1 IRS 990; conduct programming in Arts and Culture, Entrepreneurship, Social Service Initiatives, or Youth Development. Primarily, we fund regionally where the trustees reside in CA, PA, SC,TX and Southwest FL.
    Form 990-PF (2012)
    Form 990-PF (2012)
    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
    1st Presbyterian Church
    9751 Bonita Beach Road
    Bonita Springs,FL34135     		none 501c3 YouthMusic 5,000
    Boys and Girls Club-Collier Ct
    7500 Davis Boulvard
    Naples,FL34104     		none 501 c3 Youth 1,000
    Minsi TrailCouncil Boys Scouts
    991 Portal Road
    Allentown,PA18109     		none 501 c3 Youth -Award 500
    Lehigh Valley Childrens Center
    1501 Lehigh Street
    Allentown,PA18103     		none 501c3 Summer Instruction-2013 6,000
    MD Anderson Cancer Cener
    1515 Holcombe Blvd
    Houston,TX77030     		none 501 c3 Bladder Cancer Research 100,000
    Lehigh University
    203 E Packer Avenue
    Allentown,PA18105     		none 501c3 Baker Institute Support 125,000
    Lehigh University
    203 E Packer Avenue
    Allentown,PA18105     		none 501c3 Baker Creativity Professor 50,000
    Lehigh University
    203 E Packer Avenue
    Allentown,PA18105     		none 501c3 Baker Scholars -2013 21,000
    Lehigh University
    203 E Packer Avenue
    Bethlehem,PA18015     		none 501c3 Zoellner Guest Artists 5,000
    LehighUniversity
    203 E Packer Avenue
    Bethlehem,PA18015     		none 501c3 Baker Institue-Spring Semester 125,000
    Muhlenberg College
    2400 Chew Street
    Allentown,PA18104     		none 501c3 Baker Artists - 2013 30,000
    Muhlenberg College
    2400 Chew Street
    Allentown,PA18104     		none 501c3 Baker Scholars - 2013 33,000
    Syracuse University
    Sky Top Office Building
    Syracuse,NY13244     		none 501c3 Baker Scholars 5,500
    Syracuse University
    Skytop Office Building
    Syracuse,NY13244     		3 501c Baker Artsts -2013 25,000
    Cradle of Liberty Boy School
    1485 Valley Forge Road
    Wayne,PA19087     		none 501c3 Scout Leadership 15,000
    Boys and Girls Club-Collier Cy
    P O Box 20624
    Naples,FL34101     		none 501c3 Stem Instruction - 2013 25,000
    Koresh Dance Company
    2002 Rittenhouse Square
    Philadelphia,PA19103     		none 501c3 I school Dance Education 10,000
    Boys and Girls Club-Collier Ct
    PO Box 8896
    Naples,FL34101     		none 501c3 Performing Arts Instruction 25,000
    New Horizions of S Flordia
    PO Box 111833
    Naples,FL34101     		none 501c3 Super Kids - 2013 10,000
    Cafe of Life
    PO Box 367794
    Bonita Springs,FL34136     		none 501c3 Operations -2013 5,000
    Baum School of Art
    501 Linden Street
    Allentown,PA18101     		none 501c3 Fashion Dsign Program 3,500
    Bach Choir of Bethlehem
    440 Hechewelder Place
    Bethlehem,PA18106     		none 501c3 School Outreach Program 15,000
    Community Music School
    23 n 6th Street
    Allentown,PA18101     		none 501c3 Baker Scholarships 10,000
    Lafayette College
    702 High Street
    Easton,PA18042     		none 501c3 Guest Dance Series 8,000
    Repertory Dance Theatre
    1402 Linden Street
    Allentown,PA18102     		none 505c3 TIP and Outreach 5,000
    SATORI
    2985 Fairfield Drive North
    Allentown,PA18102     		none 501c3 Outreach Performances 4,000
    WDIY - Public Radio
    301 Broadway
    Bethlehem,PA18105     		none 501c3 Arts and Teen Radio 4,000
    CADGA -Division of CACLV
    1337 E 5th Street
    Bethlehem,PA18105     		none 501c3 Business Workshop 10,000
    Presbyterian Homes Inc
    Trinity Drive East
    Dillsburg,PA17019     		none 501c3 Alzheimer Education 2,375
    United Way of the Lehigh Valle
    1110 American Parkway NE
    Allentown,PA18109     		none 501c3 Good Shepard Pediatrics 15,000
    United Way of Lehigh Valley
    1110 American Parkway
    Allentown,PA18109     		none 501c3 2nd Harvest- Produce 10,000
    United Way of Lehigh Valley
    1110 American Parkway
    Allentown,PA18109     		none 501c3 Boys and Girls Club of Allentown -Youth Education 7,000
    Good Sheperd Penn Partners
    100 Lombard Street
    Philadelphia,PA19146     		none 501c3 Outrach 5,000
    Lehigh University
    203 E Pcker Avenue
    Bethlehem,PA18015     		none 501c3 Baker Creativity Professor 50,000
    CACLV
    1337 E 5th Street
    Allentown,PA18105     		none 501c3 6th Street Shelter 12,500
    Total .................................bullet 3a 783,375
    bApproved for future payment
    BGCC
    7500 Davis Blvd
    Naples,FL34104     		none 501c3 Scholars - 2013 2,000
    Big Thought
    1409 S Lamar
    Dallas,TX75215     		none 501 c3 Summer Education 30,000
    Bonita Springs YMCA
    27200 Kent road
    Bonita Springs,FL34135     		none 501c3 Operations 100,000
    Lehigh Valley Arts Council
    840 Hamilton Street Suite 201
    Allentown,PA18101     		none 501c3 Seminar 6,000
    Lehigh Co Council of Churches
    534 Chew Street
    Allentown,PA18106     		none 501c3 Veterans job Support 8,000
    Lehigh University
    203 E Packer Avenue
    Allentown,PA18105     		none 501c3 Baker Institute Support 500,000
    Lehigh University
    203 E Packer Avenue
    Allentown,PA18105     		none 501 c3 Baker Creativity Professor - Fall 400,000
    Lehigh Valley Childrens Center
    1501 Leh St Suite 208
    Allentown,PA18103     		none 501c3 Summer Operations 6,000
    Cradle of Liberty Boys Scouts
    1485 Valley Forge Road
    Wayne,PA19087     		none 501c3 Operations 30,000
    MD Anderson Cancer Center
    27 Memoral Drive West
    Houston,TX77030     		none 501c3 Bladder Cancer Research 100,000
    Meals on Wheels
    4234 Dorney Park Road
    Allentown,PA18104     		none 501c3 Operations 10,000
    Minsi Trail Council Boy Scouts
    991 Portal Road
    Allentown,PA18109     		none 501c3 Scout Outreach 15,000
    Minsi Trail Boy Scout
    991 Portal Road
    Allentown,PA18109     		none 501c3 Camperships 15,000
    Muhlenberg College
    2400 Chew Street
    Allentown,PA18104     		none 501c3 Summer Theatre-2013 5,000
    Muhlenberg College
    2400 Chew Street
    Allentown,PA18104     		none 501c3 Baker Artists -2013 15,000
    Parlando School of Arts
    2590 Walnut Street
    Boulder,CO80301     		none 501c Operations 2,500
    Pennsylvina Sinfonia
    1550 Hamilton Street
    Allentown,PA18104     		none 501c3 Operations 5,000
    Syracuse University
    Sky Top Office Building
    Syracuse,NY13244     		none 501c3 Baker Artists 75,000
    Lehigh University
    203 E Parker Avenue
    Bethlehem,PA18015     		none 501c3 Baker Scholars 18,000
    Muhlenberg College
    2400 Chew Street
    Allentown,PA18104     		none 501c3 Baker Scholars 99,000
    Syracuse University
    Skytop Office Building
    Syracuse,NY13244     		none 501c3 Baker Scholars 15,000
    1st Pres Church of Bonita Spr
    9751 Bonita Beach Rd
    Bonita Springs,FL34135     		none 501c3 Music Scholarships 5,000
    Total .................................bullet 3b 1,461,500
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments          
    4 Dividends and interest from securities.... 900001 377,952 14    
    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..... 523000 2,166 18    
    8Gain or (loss) from sales of assets other than inventory 523000 1,728,788 18    
    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).. 2,108,906    
    13Total. Add line 12, columns (b), (d), and (e)..................
    132,108,906
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    4 For funding charitable contributions
    7 For funding charitable contributions
    8 For funding charitable contributions
    Form 990-PF (2012)
    Form 990-PF (2012)
    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
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2012)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2012 AccountingFeesSchedule
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Accounting 11,115 0 0 11,115

    TY 2012 CompensationExplanation
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Person Name Explanation
    Ellen Baker Ghelardi Compensation paid on an hourly basis as approved by the board.

    TY 2012 InvestmentsCorpBondsSchedule
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Name of Bond End of Year Book Value End of Year Fair Market Value
    Bonds 0 0

    TY 2012 InvestmentsCorpStockSchedule
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Air Products and Chemicals 4,069,961 6,359,222

    TY 2012 InvestmentsOtherSchedule2
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Bay Resourses   1,715,214 2,628,251
    Exchange Traded   390,189 433,277
    Mutual Funds   7,002,249 7,304,378
    Radcliff Internat9l Ultra St Fund   200,000 281,459

    TY 2012 OtherDecreasesSchedule
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Description Amount
    Federal excise tax 1,672


    TY 2012 OtherExpensesSchedule
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Bookkeeping 930 930 0 0
    Dues 1,225 0 0 1,225
    Administrative expenses 7,089 0 0 7,089
    Insurance 1,744 0 0 1,744
    Public relations 10,977 0 0 10,977
    Computer services 11,035 0 0 11,035


    TY 2012 OtherIncomeSchedule2
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Miscellaneous 2,166 2,166 0


    TY 2012 OtherProfessionalFeesSchedule
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Investment management fees 20,000 20,000 0 0


    TY 2012 TaxesSchedule
    Name:
    Dexter F and Dorothy H Foundation
    EIN: 23-2453230
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Foreign taxes paid 5,464 5,464 0 0