TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2013

Open to Public Inspection

For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013

Name of foundation
THE AJL CHARITABLE FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 3339 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
LITTLETON, CO80161

A Employer identification number

45-0677796

B Telephone number (see instructions)

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ......... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$12,684,056J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ......... bullet

	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)


1	Contributions, gifts, grants, etc., received (attach schedule)	940,518
2	Check
3	Interest on savings and temporary cash investments	110,920		110,920
4	Dividends and interest from securities......	160,221		160,221
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		254,457
b	Gross sales price for all assets on line 6a 3,684,956
7	Capital gain net income (from Part IV, line 2)...			254,457
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).......		20,641	2,250	16,788
12	Total. Add lines 1 through 11........	1,486,757		527,848	16,788
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		6,026	3,013		3,013
b	Accounting fees (attach schedule).......		7,062	3,531		3,531
c	Other professional fees (attach schedule)....		48,136	48,136
17	Interest...............	8,828		8,828
18	Taxes (attach schedule) (see instructions)		68,775	3,833
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		43,774	43,049		725
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	182,601		110,390		7,269
25	Contributions, gifts, grants paid........	432,687				432,687
26	Total expenses and disbursements. Add lines 24 and 25	615,288		110,390		439,956
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	871,469
b	Net investment income (if negative, enter -0-)			417,458
c	Adjusted net income (if negative, enter -0-)...				16,788

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2013)

Form 990-PF (2013)

Page 2

Part II		Balance Sheets	Attached schedules and amounts in the description column should be for end-of-year amounts only. (See instructions.)	Beginning of year	End of year
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		663,150	745,239	745,239
	2	Savings and temporary cash investments..........
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........			2,759	2,759
	10a	Investments—U.S. and state government obligations (attach schedule)		523,049	622,510	597,148
	b	Investments—corporate stock (attach schedule)........		6,561,511	6,639,669	7,949,025
	c	Investments—corporate bonds (attach schedule)........		1,585,577	2,402,572	2,337,954
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		1,000,000	655,178	1,051,931
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		10,333,287	11,067,927	12,684,056
		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 )
23		Total liabilities (add lines 17 through 22)..........			0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................		10,333,287	11,067,927
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		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)....................		10,333,287	11,067,927
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		10,333,287	11,067,927

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	10,333,287
2	Enter amount from Part I, line 27a.....................	2	871,469
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	11,204,756
5	Decreases not included in line 2 (itemize)	5	136,829
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	11,067,927

Form 990-PF (2013)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	AT MLP FUND LLC S/T	P	2013-01-01	2013-12-31
b	AT MLP FUND LLC L/T	P	2012-01-01	2013-12-31
c	WASH SALE	P	2012-04-06	2013-07-05
d	HEINZ STOCK	P	2012-01-01	2013-06-03
e	ATLANTIC TRUST L/T SALES	P	2012-01-01	2013-12-31
	ATLANTIC TRUST S/T SALES	P	2013-01-01	2013-12-31
	ATLANTIC TRUST S/T SALES	P	2013-01-01	2013-12-31
	ATLANTIC TRUST L/T SALES	P	2012-01-01	2013-12-31

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	44,147		44,147
b	96,075		96,075
c	560		560
d		3,058	-3,058
e	1,982,249	1,908,061	74,188
	1,017,629	988,240	29,389
	156,579	161,724	-5,145
	374,383	369,416	4,967

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			44,147
b			96,075
c			560
d			-3,058
e			74,188
			29,389
			-5,145
			4,967

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	254,457
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 . . . . . . . . . . . . . . . .		3	68,391

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? Yes No

If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2012	6,424	11,135,535	0.000577
2011	98,550	21,107	4.669067
2010
2009
2008

2	Total of line 1, column (d) ......................	2	4.669644
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	2.334822
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	12,264,578
5	Multiply line 4 by line 3.......................	5	28,635,607
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	4,175
7	Add lines 5 and 6.........................	7	28,639,782
8	Enter qualifying distributions from Part XII, line 4..............	8	439,956
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2013)

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	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	8,349
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	8,349
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	8,349
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	27,595
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	27,595
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	82
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	19,164
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax8,349	Refunded	11	10,815

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

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.

Did the foundation file Form 1120-POL for this year?.....................

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

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

Yes

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Yes

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

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?................

Yes

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.

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses. Click to see attachment

Yes

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) .............

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).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

THE ORGANIZATION Telephone no. bullet

(303) 771-1117

Located at bullet

PO BOX 3339LITTLETONCO ZIP+4 bullet

80161

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country?

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 (2013)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

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? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?.................YesNo

(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.).........YesNo

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)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2013?.............

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)):

At the end of tax year 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?.........................YesNo

If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2013.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?

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))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(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)........YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

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)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?........................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2013)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
AMY S LAWTON DECEASED	DIRECTOR 2.00	0	0	0
PO BOX 3339 LITTLETON,CO80161	DIRECTOR 2.00	0	0	0
KATHRYN L MOHRBACHER	TREASURER/DI 10.00	0	0	0
PO BOX 3339 LITTLETON,CO80161	TREASURER/DI 10.00	0	0	0
KRISTIN KOVAL	DIRECTOR 5.00	0	0	0
PO BOX 3339 LITTLETON,CO80161	DIRECTOR 5.00	0	0	0
MARJORIE M RUDDEN	DIRECTOR 5.00	0	0	0
PO BOX 3339 LITTLETON,CO80161	DIRECTOR 5.00	0	0	0

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...................

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. 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


2


3


4

Form 990-PF (2013)

Page 7

Part IX-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
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.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

Average of monthly cash balances.......................

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

Minimum investment return. Enter 5% of line 5..................

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

613,229

Tax on investment income for 2013 from Part VI, line 5......

8,349

Income tax for 2013. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

8,349

Distributable amount before adjustments. Subtract line 2c from line 1............

604,880

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

604,880

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

604,880

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

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).................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7		604,880
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......	425,263
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......
b From 2009.......
c From 2010.......
d From 2011.......
e From 2012.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2013 from Part
XII, line 4: $ 439,956
a Applied to 2012, but not more than line 2a	425,263
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 2013 distributable amount.....		14,693
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2013.
(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 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........		590,187
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 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....
c Excess from 2011....
d Excess from 2012....
e Excess from 2013....

Form 990-PF (2013)

Page 9

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2013, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

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).)

AMY S LAWTON

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

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

AJL CHARITABLE FOUNDATION
6881 S HOLLY CIRCLE SUITE 204
CENTENNIAL,CO80121
(303) 771-1117

bThe form in which applications should be submitted and information and materials they should include:

APPLICATIONS AND GRANT GUIDELINES ARE AVAILABLE FROM THE FOUNDATION. . THE FIRST STEP IN THE APPLICATION PROCESS IS TO SUBMIT A LETTER OF INQUIRY WHICH SHOULD BE NO MORE THAN THREE PAGES AND SHOULD INCLUDE: 1. A BRIEF STATEMENT OF ISSUES TO BE ADDRESSED, THE HISTORY AND GOALS OF YOUR ORGANIZATION, AND YOUR ORGANIZATION'S INVOLVEMENT WITH THESE ISSUES. 2. A BRIEF SUMMARY OF THE ACTIVITIES FOR WHICH YOU ARE REQUESTING SUPPORT, INCLUDING AN OUTLINE OF YOUR OBJECTIVE, AND ANTICIPATED OUTCOMES AND IMPLICATIONS. 3. THE APPROXIMATE STARTING DATE AND DURATION OF THE PROPOSED ACTIVITIES. 4. THE TOTAL AMOUNT OF FUNDING NEEDED, THE AMOUNT REQUESTED FROM THE FOUNDATION, AND INFORMATION ABOUT OTHER SOURCES OF SUPPORT, BOTH ASSURED AND REQUESTED. . ONCE THE LETTER OF INQUIRY IS ACCEPTED YOU WILL BE ASKED TO SUBMIT A FULL PROPOSAL AND APPLICATION TO THE FOUNDATION.

cAny submission deadlines:

APPLICATIONS ARE ACCEPTED YEAR ROUND.

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

THE AJL CHARITABLE FOUNDATION SUPPORTS ACTIVITIES IN THE FOLLOWING AREAS: EDUCATION BATTERED AND ABUSED WOMEN AND CHILDREN HOMELESSNESS THE ARTS . ELIGIBILITY: THE FOUNDATION MAKES GRANTS ONLY TO TAX-EXEMPT ORGANIZATIONS WITH 501(C) CLASSIFICATIONS FROM THE INTERNAL REVENUE SERVICE AND GRANTS TO INDIVIDUALS FOR EDUCATION BASED UPON A FINANCIAL NEED. . THE FOUNDATION MAY PROVIDE SCHOLARSHIP OR FELLOWSHIP SUPPORT TO INDIVIDUALS. THE FOUNDATION DOES NOT MAKE GRANTS FOR RESEARCH PROJECTS OR GIVE SUPPORT TO CONFERENCES, SEMINARS, MEDIA EVENTS, OR WORKSHOPS UNLESS THEY ARE AN INTEGRAL PART OF A BROADER PROGRAM. THE FOUNDATION DOES NOT PROVIDE SUPPORT FOR THE PRODUCTION AND DEVELOPMENT OF TELEVISION AND RADIO PROGRAMMING.

Form 990-PF (2013)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
ADVOCATES FOR CHILDREN 10855 E BETHANY DR 200 AURORA,CO80014			GRANT	60,000
AMERICAN CANCER ASSOCIATION PO BOX 172568 DENVER,CO80217			GRANT	250
AMERICAN RED CROSS 2025 E STREET NW WASHINGTON,DC20006			GRANT	500
ANCHOR CENTER 2550 ROSLYN STREET DENVER,CO80238			GRANT	6,000
BAYAUD INDUSTRIES (BAYAUD ENTERPRIS 333 W BAYAUD AVE DENVER,CO80223			GRANT	500
CASA DE AMPARO 325 BUENA CREEK ROAD SAN MARCOS,CA92069			GRANT	6,000
CENTUS (CENTUS COUNSELING CONSULTIN 2201 S UNIVERSITY BLVD DENVER,CO80210			GRANT	500
CHILDREN'S HOSPITAL FOUNDATION 13123 E 16TH AVENUE BOX AURORA,CO80045			GRANT	2,000
COLORADO PUBLIC RADIO 7409 S ALTON CT CENTENNIAL,CO80112			GRANT	1,350
COLORADO STATE UNIVERSITY PO BOX 1870 FT COLLINS,CO80522			GRANT	60,020
COLORADO SYMPHONY 1000 14TH ST 15 DENVER,CO80202			GRANT	6,000
DENVER HOSPICE 501 S CHERRY ST STE 700 DENVER,CO80246			GRANT	550
DENVER MUSEUM OF NATURE & SCIENCE 2001 COLORADO BLVD DENVER,CO80205			GRANT	9,000
DENVER RESCUE MISSION PO BOX 5206 DENVER,CO80217			GRANT	1,000
ENERGY OUTREACH 225 E 16TH AVE DENVER,CO80203			GRANT	2,500
ENTERPRISE MENTORS INTERNATIONAL 65 E WADSWORTH PARK DR DRAPER,UT84020			GRANT	1,000
EXCELSIOR YOUTH CENTER FOUNDATION 15001 E OXFORD AVE AURORA,CO80014			GRANT	53,000
FAMILY HOMESTEAD 999 DECATUR STREET DENVER,CO80204			GRANT	8,600
FAMILY PROMISE OF GREATER DENVER PO BOX 40550 DENVER,CO80204			GRANT	3,419
FOOD BANK OF THE ROCKIES 10700 E 45TH AVE DENVER,CO80239			GRANT	1,300
GATHERING PLACE 1535 HIGH STREET DENVER,CO80218			GRANT	1,000
I HAVE A DREAM OF BOULDER COUNTY 3012 STERLING CIRCLE SUI BOULDER,CO80301			GRANT	60,000
INTERFAITH HOSPITALITY NETWORK PO BOX 40550 DENVER,CO80204			GRANT	3,000
LUTHERAN FAMILY SERVICES 363 S HARLAN ST 200 DENVER,CO80226			GRANT	11,000
METRO CARERING 1100 E 18H AVE DENVER,CO80203			GRANT	7,500
MOONLIGHT CULTURAL FOUNDATION P O BOX 2497 VISTA,CA92085			GRANT	3,524
NATURE CONSERVANCY 4245 N FAIRFAX DR STE 10 ARLINGTON,VA22203			GRANT	100
NETWORK MINISTRIES 1402 PEARL STREET DENVER,CO80203			GRANT	200
NEW HAVEN YOUTH AND FAMILY SERVICES PO BOX 1199 VISTA,CA92085			GRANT	6,000
NEW GENESIS 1680 SHERMAN ST DENVER,CO80203			GRANT	8,000
RMPBS 1089 BANNOCK ST DENVER,CO80204			GRANT	5,000
SALVATION ARMY 1370 PENNSYLVANIA ST DENVER,CO80203			GRANT	3,000
SHRINERS HOSPITALS FOR CHILDREN 2425 STOCKTON BOULEVARD SACRAMENTO,CA95817			GRANT	33,524
STANFORD UNIVERSITY 326 GALVEZ STREET STANFORD,CA94305			GRANT	9,000
TENNYSON CENTER 2950 TENNYSON ST DENVER,CO80212			GRANT	2,000
THE BOYS AND GIRLS CLUB OF VISTA 410 WEST CALIFORNIA AVENU VISTA,CA92083			GRANT	6,000
TERI INC 251 AIRPORT ROAD OCEANSIDE,CA92058			GRANT	6,000
VOICES FOR CHILDREN 2851 MEADOWLARK DRIVE SAN DIEGO,CA92123			GRANT	6,000
UNIVERSITY HILLS ROTARY CLUB 8300 FAIRMOUNT DR P-101 DENVER,CO80247			GRANT	6,550
WELLSHIRE PRESBYTERIAN CHURCH 2999 S COLORADO BLVD DENVER,CO80222			GRANT	10,000
WOMEN'S CLUB OF ESCONDIDO 751 N ROSE ST ESCONDIDO,CA92025			GRANT	800
WORLD NEIGHBORS 4127 NW 122ND ST OKLAHOMA CITY,OK73120			GRANT	10,000
WYOMING CHILDREN'S HOME SOCIETY PO BOX 105 CHEYENNE,WY82003			GRANT	11,000
Total ................................. 3a				432,687

bApproved for future payment

Total ................................. 3b

Form 990-PF (2013)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............			14	110,920
4 Dividends and interest from securities....			14	160,221
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property .............
7 Other investment income.....	900099	1,603	14	2,250
8 Gain or (loss) from sales of assets other than inventory .............			18	254,457
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aAT MLP FUND	900099	17,057
bAT MLP FUND 1231	900099	-269
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		18,391		527,848

13Total. Add line 12, columns (b), (d), and (e)..................

13546,239

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2013)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

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

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

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?...........YesNo

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.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

THE AJL CHARITABLE FOUNDATION

Employer identification number

45-0677796

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization THE AJL CHARITABLE FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	AMY S LAWTON TRUST PO BOX 3339 LITTLETON, CO80161	$939,368	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization THE AJL CHARITABLE FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
THE AJL CHARITABLE FOUNDATION

Employer identification number

45-0677796

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2013 AccountingFeesSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION FEE	4,200	2,100		2,100
ACCOUNTING FEES	2,862	1,431		1,431

- TIN:

TY 2013 CompensationExplanation

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Person Name	Explanation
AMY S LAWTON DECEASED
KATHRYN L MOHRBACHER
KRISTIN KOVAL
MARJORIE M RUDDEN

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Name of Bond	End of Year Book Value	End of Year Fair Market Value
BANK OF NY 3.1% 1/15/15	78,484	77,020
BERKSHIRE HATHAWAY FIN CORP	88,542	86,267
BLACKROCK GTD SR	86,236	79,356
CATERPILLER FINL 4/15/18	89,243	85,251
CHEVRON CORP 4.95% 3/3/19	85,666	85,073
CISCO SYS INC 5.5% 2/22/16	83,915	82,510
CISCO SYSTEMS IN 1/15/20	85,094	81,800
CONOCO PHILLIPS GTD 2/1/19	91,288	86,608
DEERE JOHN CAP 4/3/13
DISNEY 9/15/16	85,047	84,207
DUPONT 1/15/20	85,608	81,871
GE 1/7/11	80,614	81,784
GE 12/6/17	85,331	84,896
GLAXO SMITH KLINE	87,058	86,335
GOLDMAN SACHS 2/7/16	78,706	78,711
GOLDMAN SACHS 6% 5/1/14	80,709	76,339
GOOGLE INC 5/19/21	81,500	78,203
H P 3/1/14	81,927	75,635
INTEL CORP 10/1/16	51,884	51,400
J P MORGAN CHASE 6/1/14	80,365	76,313
JP MORGAN CHASE 3/1/16	78,945	78,664
MORGAN STANLEY 03/01/13
MORGAN STANLEY 3/5/13	55,235	54,566
NBC UNIVERSAL 4/1/16	79,429	78,071
ORACLE CORP 04/15/13
ORACLE CORP 1/15/16	110,833	109,160
PEPSICIO INC 04/15/20	84,747	81,573
SHELL INTL 03/21/14	80,077	75,596
SHELL INTL 9/22/19	82,865	82,209
UNITED TECH CORP 12/11/17	86,288	85,467
VERIZON COMM 04/15/18	89,884	87,104
WAL-MART 05/01/13
WELLS FARGO 12/11/17	87,052	85,965

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ACCENTURE PLC CLASS A	1,576	1,644
ACE LTD	3,072	3,105
AETNA INC	59,836	102,541
ALLIANCE DATA SERVICES	29,460	62,577
ALLIANZ AKTIENGES ADR	1,061	1,077
AMERICAN INTL GROUP INC	1,758	1,786
AMERICAN WATER WORKS CO	3,131	3,169
ANADARKO PETE CORP	76,526	87,252
APACHE CORP	58,231	62,307
APPLE INC	160,491	173,355
AUTOMATIC DATA PROCESSING	79,215	116,350
AVAGO TECH	1,182	1,321
AVALONBAY COMNTY S INC	31,577	26,602
BANK OF AMERICA CORP	36,055	71,077
BLACKROCK INC	34,346	59,180
BNP PARIBAS SPON ADR	2,646	2,732
BOEING CO COM	45,507	83,941
BRIDGESTONE CORP ADR	1,870	1,893
BMC SOFTWARE INC
CAPITAL ONE FINCL CORP	53,893	79,291
CENTURYLINK	1,107	1,114
CHECK POINT SOFTWARE	31,847	46,633
CHINA CONSTRUCTION ADR	2,347	2,263
CHINA TELECOM ADR	2,834	2,781
CISCO SYSTEMS	43,560	58,094
CITIGROUP INC	31,066	52,630
CITRIX SYS INC CO	51,303	53,763
CME GROUP INC
COMCAST CORP	51,966	87,821
CONOCOPHILLIPS	1,761	1,766
COVIDIEN PLC	54,786	75,931
CROWN HLDGS	52,007	66,186
CUMMINS INC	653	704
CVS CAREMARK	52,341	81,231
DAIHATSU MOTOR CO	533	508
DANAHER CORP	67,686	99,588
DIRECTTV	37,267	52,486
DISNEYWALT CO	62,831	74,872
DOLLAR GENERAL CO	2,712	2,714
DOLLAR GENERAL CORP NEW	54,358	73,289
EMC CORP MASS	68,291	71,803
ENI SPA ADR	1,670	1,697
EQT CORP	26,664	47,134
EXPRESS SCRIPTS HLDG	111,592	139,918
FIDELITY NATL INFORMATION	31,767	52,606
FISERV INC	55,777	95,661
FORD MOTOR
FREEPORT MCMORAN	61,811	69,253
G E	79,141	122,491
GOOGLE INC	61,201	114,312
HARBOR INTL FUND	470,000	534,404
HEINZ H J
HOME DEPOT	77,967	83,163
ILLINOIS TOOL WORKS INC	2,458	2,522
IMPERIAL TOBACCO LT ADR	2,679	2,710
IBM	2,752	2,813
ITOCHU CORP ADR	2,731	2,718
IVA INTL FUND CLASS I	365,574	361,068
J SAINSBURY SPN ADR NEW	2,779	2,659
JOHNSON & JOHNSON	51,091	68,693
JP MORGAN CHASE	69,935	109,065
KDDI CORP ADR	2,151	2,154
KELLOGG CO	42,844	43,054
KEYCORP NEW	992	1,006
KINDER MORGAN INC	59,299	62,820
L BRANDS	2,173	2,164
LORILARD INC COM	1,271	1,267
MACY'S INC	2,905	2,937
MAINSTAY EPOCH GLOBAL EQUITY	300,743	371,882
MAINSTAY MKTFIELD FUND CLASS 1625	325,039	339,138
MARATHON OIL CORP	68,323	66,893
MCDONALDS	57,881	62,099
MERCK & CO	60,172	75,325
MICROSOFT CORP	59,046	92,777
MORGAN STANLEY SR NTF	920	940
MUNICH RE GROUP ADR	3,070	3,089
MYLAN INC	3,486	3,472
NETAPP INC	30,131	35,380
NIELSEN NV EUR	1,341	1,376
NEUBERGER BERMAN
NIKE
NIKON CORP PLC ADR	1,538	1,529
ORACLE CORP	109,157	141,179
OW FIXED INCOME FUND	225,748	223,555
OW LARGE CAP STAT FUND	221,300	223,879
OW REAL RETURN FUND	18,750	19,188
OW SML & MID CAP FD(FKA GLOBAL)	121,093	119,906
OW STATEGIC OPP FD (FKA GLOBAL)	224,802	220,058
PEPSICO INC	30,469	36,908
PFIZERINC	3,110	3,063
PG & E	47,178	43,100
PIMCO COMMODITY REAL RETURN	504	485
PIMCO INVEST GRADE
PRAXAIR	79,408	96,222
PRUDENTIAL HIGH YIELD
QEP RES INC
QUALCOMM INC	2,950	2,970
REPUBLIC SERVICE	45,958	54,979
RSA INS GRP INC	1,258	1,135
SANOFI	2,611	2,681
SIMON PPTY GROUP INC	62,149	59,799
SINOPEC/CHINA PET ADR	2,514	2,465
SKANDINAVISKA ENSKILD ADR	489	526
SPECTRA ENERGY
STRYKER CORP	49,415	71,383
SUMITOMO METAL MIN CO	955	982
SVENSKA CL AKTIBLGT ADR	2,406	2,466
SWATCH GROUP AG ADR	1,314	1,325
TARGET CORP	58,982	64,535
TELE2 AB ADR	2,302	2,268
TERADATA CORP DEL COM	39,260	34,572
THERMO FISHER SCIENTIFIC	3,191	3,340
TIM PARTICIPACOES ADR	1,420	1,443
TJX COS	55,734	86,354
TOKYO GAS ADR	1,572	1,577
TOTAL SA ADR	3,005	3,063
UNION PACIFIC	50,621	63,840
UNITED HEALTH GROUP	62,741	86,219
UNITED TECHNOLOGIES	76,001	109,248
US BANCORP	54,134	66,053
VF CORP	33,592	60,096
VIACOM INC CL B NEW	825	879
VIRTUS EMERGING MARKETS	884,898	905,610
VISA INC	33,889	64,577
VOLKSWAGEN AG ADR	2,190	2,250
WALGREEN CO	30,830	54,855
WEIR GROUP PLC ADR	2,454	2,471
WELLS FARGO	65,520	90,346
WHARF HOLDINGS ADR	783	764
WILLIAMS CO	64,882	83,118
ZIMMER HLDGS	3,702	3,727

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

US Government Securities - End of Year Book Value:

622,510

US Government Securities - End of Year Fair Market Value:

597,148

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2013 InvestmentsOtherSchedule2

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
AT MLP FUND LLC	AT COST	655,178	1,051,931

- TIN:

TY 2013 LegalFeesSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ATLANTIC TRUST	5,838	2,919		2,919
OTHER	188	94		94

- TIN:

TY 2013 OtherDecreasesSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Description	Amount
MLP NOT POSTED TO BOOKS	141,512
PENALTIES/INTEREST ON LATE FED TAXES	1,657
PENALTIES/INTEREST ON LATE CO TAXES	77
BOOK TAX DIFFERENCE	-6,417

- TIN:

TY 2013 OtherExpensesSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
EXPENSES
SUBSCRIPTION/MEMBERSHIP FEES	725		725
PORTFOLIO DEDUCTION	64	64
AT MLP SEC.59 (E)(2)	1,246	1,246
AT MLP LLC	42,935	42,935
EXPENSE REIMBURSEMENT	-1,196	-1,196

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
ATLANTIC TRUST	2,250	2,250
AT MLP FUND LLC	1,603
AT MLP FUND	17,057		17,057
AT MLP FUND 1231	-269		-269

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT ADVISOR FEES	48,136	48,136

- TIN:

TY 2013 SubstantialContributorsSch

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Name	Address
AMY LAWTON	PO BOX 3339 LITTLETON,CO80161

- TIN:

TY 2013 TaxesSchedule

Name:

THE AJL CHARITABLE FOUNDATION

EIN: 45-0677796

Category	Amount	Net Investment Income
ATLANTIC TRUST FOREIGN TAX	1,980	1,980
AT MLP FOREIGN TAX	281	281
FEDERAL TAXES PAID ON UBIT PY	4,876
FEDERAL TAXES PAID ON UBIT EST	4,876
STATE INCOME TAXES PAID ON UBIT	786	786
STATE INCOME TAXES PAID UBIT EST	786	786
FEDERAL TAXES PAID ON INVESTMENT	27,595
FEDERAL TAXES ESTIMATE	27,595